Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CYTK | |
Entity Registrant Name | CYTOKINETICS INC | |
Entity Central Index Key | 1,061,983 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,083,240 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 49,364 | $ 66,874 |
Short-term investments | 157,192 | 89,375 |
Related party accounts receivable | 910 | 24 |
Prepaid and other current assets | 3,557 | 2,360 |
Total current assets | 211,023 | 158,633 |
Long-term investments | 50,622 | 7,672 |
Property and equipment, net | 3,488 | 3,637 |
Other assets | 241 | 200 |
Total assets | 265,374 | 170,142 |
Current liabilities: | ||
Accounts payable | 3,042 | 4,236 |
Accrued liabilities | 17,503 | 18,047 |
Deferred revenue, current | 10,974 | 8,060 |
Current portion of long-term debt | 4,825 | 2,500 |
Short-term portion of deferred rent and interest payable | 452 | 415 |
Total current liabilities | 36,796 | 33,258 |
Long-term debt, net | 25,195 | 27,381 |
Liability related to the sale of future royalties, net | 92,928 | 0 |
Deferred revenue, non-current | 15,000 | 15,000 |
Long-term portion of deferred rent | 72 | 142 |
Total liabilities | 169,991 | 75,781 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Issued and outstanding: Series A Convertible Preferred Stock - zero shares at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.001 par value: Authorized: 163,000,000 shares; Issued and outstanding: 43,417,342 shares at March 31, 2017 and 40,646,595 shares at December 31, 2016 | 43 | 41 |
Additional paid-in capital | 639,507 | 612,474 |
Accumulated other comprehensive income (loss) | (9) | 137 |
Accumulated deficit | (544,158) | (518,291) |
Total stockholders' equity | 95,383 | 94,361 |
Total liabilities and stockholders' equity | $ 265,374 | $ 170,142 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 163,000,000 | 163,000,000 |
Common stock, shares issued | 43,417,342 | 40,646,595 |
Common stock, shares outstanding | 43,417,342 | 40,646,595 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Research and development revenues from related parties, net | $ 2,366 | $ 4,296 |
Research and development, grant and other revenues | 341 | 151 |
License revenues from related parties | 1,446 | 3,974 |
Total revenues | 4,153 | 8,421 |
Operating expenses: | ||
Research and development | 19,289 | 13,534 |
General and administrative | 8,115 | 6,841 |
Total operating expenses | 27,404 | 20,375 |
Operating loss | (23,251) | (11,954) |
Interest expense | (3,052) | (563) |
Interest and other income, net | 436 | 62 |
Net loss before income taxes | (25,867) | (12,455) |
Income tax benefit | 0 | 0 |
Net loss | $ (25,867) | $ (12,455) |
Net loss per share - basic and diluted | $ (0.62) | $ (0.31) |
Weighted-average number of shares used in computing net loss per share - basic and diluted | 41,578 | 39,592 |
Other comprehensive (loss) income: | ||
Unrealized (loss) gain on available-for-sale securities, net | $ (145) | $ 7 |
Comprehensive loss | $ (26,012) | $ (12,448) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (25,867) | $ (12,455) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property and equipment | 421 | 170 |
Gain on disposal of equipment | (82) | 0 |
Stock-based compensation | 1,922 | 1,611 |
Non-cash interest expense related to long-term debt | 139 | 119 |
Non-cash interest expense on liability related to sale of future royalties | 2,307 | 0 |
Changes in operating assets and liabilities: | ||
Related party accounts receivable | (885) | 12 |
Prepaid and other assets | (1,239) | (1,042) |
Accounts payable | (726) | (1,462) |
Accrued and other liabilities | 151 | (365) |
Deferred revenue | 2,915 | (4,095) |
Net cash used in operating activities | (20,944) | (17,507) |
Cash flows from investing activities: | ||
Purchases of investments | (132,770) | (50,146) |
Proceeds from sales and maturities of investments | 21,858 | 30,405 |
Purchases of property and equipment | (1,388) | (420) |
Net cash used in investing activities | (112,300) | (20,161) |
Cash flows from financing activities: | ||
Proceeds from public offerings of common stock, net of issuance costs | 17,355 | 0 |
Proceeds from sale of future royalties, net of issuance costs | 90,621 | 0 |
Proceeds from issuance of common stock related to sale of future royalties, net of issuance costs | 7,560 | 0 |
Proceeds from long term debt, net of debt discount and issuance costs | 0 | 14,996 |
Proceeds (payments) from stock based award activities and warrants, net | 198 | (135) |
Net cash provided by financing activities | 115,734 | 14,861 |
Net decrease in cash and cash equivalents | (17,510) | (22,807) |
Cash and cash equivalents, beginning of period | 66,874 | 65,076 |
Cash and cash equivalents, end of period | $ 49,364 | $ 42,269 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Note 1 — Organization and Significant Accounting Policies Overview Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. The Company is a late stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions. The Company’s financial statements contemplate the conduct of the Company’s operations in the normal course of business. The Company has incurred an accumulated deficit of $544.2 million since inception and there can be no assurance that the Company will attain profitability. The Company had a net loss of $25.9 million and net cash used in operations of $20.9 million for the three months ended March 31, 2017. Cash, cash equivalents and investments increased to $257.2 million at March 31, 2017 from $163.9 million at December 31, 2016. The Company anticipates that it will have operating losses and net cash outflows in future periods. The Company is subject to risks common to late stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund its future plans. The Company’s liquidity will be impaired if sufficient additional capital is not available on terms acceptable to the Company. To date, the Company has funded its operations primarily through sales of its common stock, contract payments under its collaboration agreements, sale of future royalties, debt financing arrangements, sales of its convertible preferred stock, government grants and interest income. Until it achieves profitable operations, the Company intends to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. The Company has never generated revenues from commercial sales of its drugs and may not have drugs to market for at least several years, if ever. The Company’s success is dependent on its ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of its drug candidates. As a result, the Company may choose to raise additional capital through equity or debt financings to continue to fund its operations in the future. The Company cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that the Company’s drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on the Company’s future financial results, financial position and cash flows. Based on the current status of its research and development plans, the Company believes that its existing cash, cash equivalents and investments will be sufficient to fund its cash requirements for at least the next 12 months. If, at any time, the Company’s prospects for financing its research and development programs decline, the Company may decide to reduce research and development expenses by delaying, discontinuing or reducing its funding of one or more of its research or development programs. Alternatively, the Company might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Presentation The condensed consolidated financial statements include the accounts of Cytokinetics and its wholly owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q Rule 10-01 S-X. 10-K The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock-Based Compensation The Company accounts for stock-based payment awards made to employees and directors, including employee stock options and employee stock purchases by measuring the stock-based compensation cost at the grant date based on the calculated fair value of the award, and recognizing expense on a straight-line basis over the employee’s requisite service period, generally the vesting period of the award. Stock compensation for non-employees The Company reviews the valuation assumptions at each grant date and, as a result, from time to time it will likely change the valuation assumptions it uses to value stock based awards granted in future periods. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates at the time, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if conditions change and the management uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company will continue to maintain the current forfeiture policy to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from management’s estimate, stock-based compensation expense could be significantly different from what has been recorded in the current period. Non-Cash The Company accounted for Liabilities related to sale of future royalties as a debt financing for accounting purposes, to be amortized under the effective interest rate method over the life of the related royalty stream when the Company has a significant continuing involvement in the generation of royalty streams. Liabilities related to sale of future royalties and the debt amortization are based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent the Company’s future estimates of future royalty payments are greater or less than its previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will adjust the liabilities related to sale of future royalties and prospectively recognize related non-cash interest expense. Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, ‘Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments’. ASU 2016-15 2016-15 In June 2016, the FASB issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments. ASU 2016-13 2016-13 In March 2016, the FASB issued ASU No. 2016-09 — Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 right-to-use . 2016-02 In January 2016, the FASB issued ASU 2016-01, Financial instruments (Subtopic 825-10). ASU 2016-01 2016-01 2016-01 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2016-20, echnical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers 2014-09. The |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 2 — Net Loss Per Share The following is the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2017 March 31, 2016 Net loss $ (25,867 ) $ (12,455 ) Weighted-average shares used in computing net loss per share — basic and diluted 41,578 39,592 Net loss per share — basic and diluted $ (0.62 ) $ (0.31 ) Basic net loss per share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common shares, including outstanding stock options, unvested restricted stock units, warrants, and shares issuable under the Company’s Employee Stock Purchase Plan (“ESPP”), by applying the treasury stock method, if they have a dilutive effect. The following instruments were excluded from the computation of diluted net income (loss) per share because their effect would have been antidilutive (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Options to purchase common stock 5,905 5,869 Warrants to purchase common stock 3,830 5,710 Restricted and Performance stock units 461 758 Shares issuable related to the ESPP 59 40 Total shares 10,255 12,377 |
Supplemental Cash Flow Data
Supplemental Cash Flow Data | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Data | Note 3 — Supplemental Cash Flow Data Supplemental cash flow data was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Cash paid for interest $ 592 $ 382 Cash paid for taxes 69 1 Significant non-cash Debt discount netted against proceeds from long term debt, recorded in equity — 288 Interest paid on the long-term debt, at inception — 63 Purchases of property and equipment through accounts payable 387 229 Purchases of property and equipment through accrued liabilities 728 11 |
Related Parties and Related Par
Related Parties and Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties and Related Party Transactions | Note 4 — Related Parties and Related Party Transactions Research and Development Arrangements Amgen Inc. (“Amgen”) Revenue from Amgen was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Research and development revenues from related parties Reimbursement of internal costs $ 891 $ 617 Co-invest (1,250 ) — Total revenues from Amgen $ (359 ) $ 617 In December 2006, the Company entered into a collaboration and option agreement with Amgen to discover, develop and commercialize novel small molecule therapeutics, including omecamtiv mecarbil, that activate cardiac muscle contractility for potential applications in the treatment of heart failure (the “Original Amgen Agreement”). The agreement granted Amgen an option to obtain an exclusive license worldwide, except Japan, to develop and commercialize omecamtiv mecarbil and other drug candidates arising from the collaboration. In May 2009, Amgen exercised its option. As a result, Amgen became responsible for the development and commercialization of omecamtiv mecarbil and related compounds at its expense worldwide (excluding Japan), subject to the Company’s development and commercialization participation rights. Amgen reimburses the Company for certain research and development activities it performs under the collaboration. In June 2013, Cytokinetics and Amgen executed an amendment to the Amgen Agreement to include Japan, resulting in a worldwide collaboration (collectively with the Original Amgen Agreement, the “Amgen Agreement”). The Amgen Agreement also provides for the Company to receive increased royalties by co-funding co-fund co-promote co-funded In July 2013, Amgen announced that it had granted an option to commercialize omecamtiv mecarbil in Europe to Servier, with the Company’s consent, pursuant to an Option, License and Collaboration Agreement (the “Servier Agreement”). In August 2016, the Company entered into a Letter Agreement with Amgen and Servier (the “Letter Agreement”), which (i) expands the territory of the sublicense to Servier to include specified countries in the Commonwealth of Independent States (“CIS”) and (ii) provides that, if Amgen’s rights under the Amgen Agreement, as amended, are terminated with respect to the territory of such sublicense, the sublicensed rights previously granted by Amgen to Servier under the Servier Agreement will remain in effect and become a direct license or sublicense of such rights by the Company to Servier, on substantially the same terms as set forth in the Servier Agreement, including but not limited to Servier’s payment of its share of agreed development costs and future milestone and royalty payments to the Company. The Letter Agreement does not otherwise modify the Company’s rights and obligations under the Amgen Agreement, as amended, or create any additional financial obligations of the Company, unless we otherwise agree in writing. In September 2016, Amgen and Servier announced Servier’s decision to exercise its option to commercialize omecamtiv mecarbil in Europe as well as the CIS, including Russia. The option and related commercialization sublicense to Servier is subject to the terms and conditions of the Amgen Agreement. Amgen remains responsible for the performance of its obligations under the Amgen Agreement relating to Europe and the CIS, including the payment of milestones and royalties relating to the development and commercialization of omecamtiv mecarbil in Europe and the CIS. In December 2016, the Company recognized $26.7 million in development milestone payments related to the start of GALACTIC-HF, In December 2016, the Company provided notice of its exercise of its option under the Amgen Agreement to co-invest co-invest co-invest The co-invest co-invest co-invest Amgen and the Company are continuing the research program in 2017. Under the Amgen Agreement, the Company is entitled to receive reimbursements of internal costs of certain full-time employee equivalents, as well as potential additional milestone payments related to the research activities. The Company has recognized research and development revenue from Amgen for reimbursements of internal costs of certain full-time employee equivalents, supporting a collaborative research program directed to the discovery of next-generation cardiac sarcomere activator compounds, and other costs related to that research program. These reimbursements were recorded as research and development revenues from related parties. During the three months ended March 31, 2017 and 2016, the Company recorded research and development revenue from Amgen of $0.9 million and $0.6 million, respectively, under the Amgen Agreement. Related party accounts receivables due from Amgen as of March 31, 2017 and December 31, 2016 were $0.9 million and zero, respectively. Under the Amgen Agreement, the Company is eligible to receive over $300.0 million in additional development milestone payments which are based on various clinical milestones, including the initiation of certain clinical studies, the submission of a drug candidate to certain regulatory authorities for marketing approval and the receipt of such approvals. Additionally, the Company is eligible to receive up to $300.0 million in commercial milestone payments provided certain sales targets are met. Due to the nature of drug development, including the inherent risk of development and approval of drug candidates by regulatory authorities, it is not possible to estimate if and when these milestone payments would become due. The achievement of each of these milestones is dependent solely upon the results of Amgen’s development and commercialization activities. Astellas Pharma Inc. (“Astellas”) Research and development revenue from Astellas was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 License revenues from related parties $ 1,446 $ 3,974 Research and development revenues with related parties: Reimbursement of internal costs 1,899 2,239 Reimbursement of other costs 826 1,440 Total research and development revenue with related parties from Astellas 2,725 3,679 Total Revenue from Astellas $ 4,171 $ 7,653 At March 31, 2017 and December 31, 2016, the Company had $26.0 million and $23.1 million, respectively, of deferred revenue related to Astellas, reflecting the unrecognized portion of the license revenue, option fee and payment of expenses. There were no accounts receivable due from Astellas at March 31, 2017 and December 31, 2016. Original Astellas Agreement (Non-neuromuscular In June 2013, the Company entered into a license and collaboration agreement with Astellas (the “Original Astellas Agreement”). The primary objective of the collaboration with Astellas is to advance novel therapies for diseases and medical conditions associated with muscle weakness. Under the Original Astellas Agreement, the Company granted Astellas an exclusive license to co-develop CK-2127107, non-neuromuscular co-promote co-promotion 2014 Astellas Agreement (Expansion to include neuromuscular indications) In December 2014, the Company entered into an amended and restated license and collaboration agreement with Astellas (the “2014 Astellas Agreement”). This agreement superseded the Original Astellas Agreement. The 2014 Astellas Agreement expanded the objective of the collaboration of advancing novel therapies for diseases and medical conditions associated with muscle weakness to include spinal muscular atrophy (“SMA”) and potentially other neuromuscular indications for CK-2127107 non-neuromuscular Under the 2014 Astellas Agreement, the Company received a non-refundable CK-2127107 CK-2127107 The Company determined that the license and the research and development services relating to the 2014 Astellas Agreement are a single unit of accounting as the license was determined to not have stand-alone value. Accordingly, the Company is recognizing this revenue over the research term of the 2014 Astellas Agreement using the proportional performance model. During the three months ended March 31, 2017 and 2016, the Company recorded $0.5 million and $4.0 million, respectively, in license revenue based on the proportional performance model under the 2014 Astellas Agreement. As of March 31, 2017, $6.7 million license revenue remains deferred under the 2014 Astellas Agreement. Pursuant to the 2014 Astellas Agreement, the Company recognized research and development revenue from Astellas for reimbursements of internal costs of certain full-time employee equivalents, supporting collaborative research and development programs, and of other costs related to those programs. The Company was eligible to potentially receive over $20.0 million in reimbursement of sponsored research and development activities during the two years of the collaboration following the execution of the 2014 Astellas Agreement. During the three months ended March 31, 2017 and 2016, the Company recorded research and development revenue from Astellas of $2.0 million and $3.7 million, respectively, under the 2014 Astellas Agreement. In conjunction with the 2014 Astellas Agreement, the Company also entered into a common stock purchase agreement which provided for the sale of 2,040,816 shares of its common stock to Astellas at a price per share of $4.90 and an aggregate purchase price of $10.0 million which was received in December 2014. Pursuant to this agreement, Astellas agreed to certain trading and other restrictions with respect to the Company’s common stock. The Company determined the fair value of the stock issued to Astellas to be $9.1 million. The excess of cash received over fair value of $0.9 million was deferred along with the license and research and development services. Allocated consideration will be recognized as revenue for the single unit of accounting above, as services are performed following the proportional performance model over the research term of the 2014 Astellas Agreement. Following the common stock purchase, Astellas was determined to be a related party. As such, all revenue earned following the common stock purchase is classified as related party revenue. 2016 Astellas Amendment (Inclusion of ALS as an Added Indication and Option on Tirasemtiv) In 2016, the Company and Astellas further amended the collaboration agreement to expand our collaboration to include the development of CK-2127107 Under the 2016 Astellas Amendment, the Company granted Astellas an option for a license to tirasemtiv (“Option on Tirasemtiv”). If Astellas exercises its Option on Tirasemtiv, Astellas will receive exclusive worldwide commercialization rights outside of the Company’s commercialization territory of North America, Europe and other select countries. Tirasemtiv is the Company’s fast skeletal troponin activator being evaluated in the ongoing Phase 3 clinical trial, VITALITY-ALS, Finally, the 2016 Astellas Amendment extends the existing joint research program focused on the discovery of additional next-generation skeletal muscle activators through 2017, including sponsored research at Cytokinetics. Astellas’ Option on Tirasemtiv In connection with the execution of the 2016 Astellas Amendment, the Company received a $15.0 million non-refundable VITALITY-ALS, If Astellas exercises its option for a global collaboration for the development and commercialization of tirasemtiv, the Company will receive an option exercise payment ranging from $25.0 million (if exercise occurs following receipt of data from VITALITY-ALS) (VIGOR-ALS). VITALITY-ALS, If Astellas exercises the option for tirasemtiv, the parties will share the future development costs of tirasemtiv in North America, Europe and certain other countries (with Cytokinetics bearing 75% of such shared costs and Astellas bearing 25% of such costs), and Astellas will be solely responsible for the development costs of tirasemtiv specific to its commercialization territory. Contingent upon the successful development of tirasemtiv, the Company may receive milestone payments up to $100.0 million for the initial indication and up to $50.0 million for each subsequent indication. If tirasemtiv is commercialized, Astellas will pay the Company royalties (at rates ranging from the mid-teens mid-teens) The Company concluded that the option to obtain the License on Tirasemtiv is a substantive option, and is therefore not considered a deliverable at the execution of the 2016 Astellas Amendment. The Company determined that the Tirasemtiv License Agreement is contingent upon the exercise of the Option on Tirasemtiv, and is therefore not effective during the periods presented, since the option has not been exercised as of the latest balance sheet date. In addition, the Company did evaluate the consideration set to be received for the License on Tirasemtiv in relation to the fair value of the License on Tirasemtiv, and determined that it was not being provided at a significant incremental discount. The Company further determined that the Option Fee of $15.0 million was deemed to be a prepayment towards the License on Tirasemtiv, and therefore deferred revenue recognition either until the option is exercised, or until the option expires unexercised. If the Option on Tirasemtiv expires unexercised, the $15.0 million received would be added to the 2016 Astellas Amendment consideration, to be allocated to the units of accounting. The Option on Tirasemtiv expires, if not exercised by Astellas, following the receipt of the approval letter for tirasemtiv from the FDA. Prior to Astellas’ exercise of the option, the Company will continue the development of tirasemtiv, including VITALITY-ALS, Addition of ALS as an Added Indication (CK-2127107 In connection with the execution of the 2016 Astellas Amendment, the Company received a non-refundable CK-2127107 The Company and Astellas are collaborating to develop CK-2127107 in ALS. Astellas is primarily responsible for the development of CK-2127107 in ALS, but the Company will conduct the Phase 2 clinical trial of CK-2127107 in ALS and will share in the operational responsibility for later clinical trials. Subject to specified guiding principles, decision making will be by consensus, subject to escalation and, if necessary, Astellas’ final decision making authority on the development (including regulatory affairs), manufacturing, medical affairs and commercialization of CK-2127107 and other fast skeletal regulatory activators in ALS. The Company and Astellas will share equally the costs of developing CK-2127107 CK-2127107 co-funding co-fund CK-2127107 The Company determined that the deliverables under the 2016 Astellas Amendment included (1) the ALS License, (2) CK-2127107 The Company considered the 2016 Astellas Amendment to be a modification of the 2014 Astellas Agreement. The remaining deliverables under the 2014 Astellas Agreement were: (1) the SMA license; (2) Research Services in connection with the Research Plan (through 2016); and (3) SMA Development Services in connection with the Development Plan. The Company evaluated the components and consideration of the 2016 Astellas Amendment against other Phase 2 collaboration arrangements, and determined that the new 2016 deliverables had standalone value and are delivered at fair value. Therefore no reallocation of consideration to the 2014 deliverables was performed. The Company concluded that there are two units of accounting; the ALS License, and the Additional Research Services and ALS Development Services (“Research and ALS Development Services”). The Company also determined that the ALS License has standalone value since (1) Astellas received a worldwide license for ALS, to perform further research in the field of ALS, to develop and use CK-2127107 CK-2127107 CK-2127107 CK-2127107 Arrangement Consideration under the 2016 Astellas Amendment related to CK-2127107 Arrangement Consideration Amendment Fee $ 35.0 Accelerated milestone payment 15.0 Total Upfront Consideration 50.0 Additional Research Services 5.1 ALS Development Services 39.1 Total Committed Consideration 44.2 Total Consideration $ 94.2 The Company allocated the $50.0 million in upfront consideration along with the $44.2 million in then committed research and development consideration, among the two units of accounting, on a relative fair value basis, using the best estimated selling price (“BESP”). The BESP of the ALS License was determined using a discounted cash flow, risk adjusted for probability of success; while the BESP of the research and development services were determined using estimated research and development cost, included in the research and development programs approved by Astellas. Based on this allocation of consideration, the Company stands to recognize $74.9 million in license revenue and $19.3 million in research and development revenue, under the 2016 Astellas Amendment. Since the upfront consideration of $50.0 million is less than the allocated consideration of the ALS License, the Company recognized $50.0 million in license revenue on the effective date of the 2016 Astellas Amendment, in September 2016, and records the remaining $24.9 million as an allocation from research and development services, when those services are performed. Allocation of arrangement consideration, and revenue recognition (in millions): Allocated Consideration Upfront Revenue Recognition Revenue Recognition over Performance Period Units of Accounting: ALS License $ 74.9 $ 50.0 $ 24.9 Research and ALS Development Services 19.3 — 19.3 Total consideration $ 94.2 $ 50.0 $ 44.2 During the three months ended March 31, 2017 and 2016, the Company recorded $0.9 million and zero, respectively in license revenue under the 2016 Astellas Amendment. The Company will recognize the research and development services using the proportional performance model over the initial development term, through the completion of the ALS Development Services. Pursuant to the 2016 Astellas Amendment, the Company receives payment for research and development revenue from Astellas for reimbursements of internal costs of certain full-time employee equivalents, supporting collaborative research and development programs, and of other costs related to those programs. During the three months ended March 31, 2017 and 2016, the Company recorded $0.7 million and zero, respectively in research and development revenue from Astellas, under the 2016 Astellas Amendment. The Company believes that each of the milestones related to research under the Current Astellas Agreement is substantive and can only be achieved with the Company’s past and current performance and each milestone will result in additional payments to the Company. The Company is eligible to receive up to $2.0 million in research milestone payments under the collaboration for each future potential drug candidate. The achievement of each of the late stage development milestones and the commercialization milestones are dependent solely upon the results of Astellas’ development activities and therefore these milestones were not deemed to be substantive. Under the Current Astellas Agreement, additional research and early and late state development milestone payments which are based on various research and clinical milestones, including the initiation of certain clinical studies, the submission for approval of a drug candidate to certain regulatory authorities for marketing approval and the commercial launch of collaboration products could total over $600.0 million, including up to $95.0 million relating to CK-2127107 non-neuromuscular CK-2127107 In the event Astellas commercializes any collaboration products, the Company will receive royalties on sales of such collaboration products, including royalties ranging from the high single digits to the high teens on sales of products containing CK-2127107. Cytokinetics can co-fund CK-2127107 co-promote co-promote co-promotion |
Cash Equivalents and Investment
Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | Note 5 — Cash Equivalents and Investments Cash Equivalents and Available for Sale Investments The amortized cost and fair value of cash equivalents and available for sale investments at March 31, 2017 and December 31, 2016 were as follows (in thousands): March 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Maturity Dates Cash equivalents — Agency bonds and money market funds $ 40,844 $ — $ — $ 40,844 Short-term investments — U.S. Treasury securities and Agency bonds $ 157,309 $ 3 $ (120 ) $ 157,192 4/2017 – 3/2018 Long-term investments — Equity, U.S. Treasury securities and Agency bonds $ 50,513 $ 179 $ (70 ) $ 50,622 4/2018 – 8/2018 December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Maturity Dates Cash equivalents — U. S. Treasury securities and money market funds $ 55,658 $ — $ — $ 55,658 Short-term investments — U.S. Treasury securities $ 89,396 $ 2 $ (23 ) $ 89,375 1/2017 – 12/2017 Long-term investments — Equity and U.S. Treasury securities $ 7,513 $ 176 $ (17 ) $ 7,672 2/2018 – 3/2018 At March 31, 2017 there were no investments that had been in a continuous unrealized loss position for 12 months or longer. The Company collected the contractual cash flows on its U.S. Treasury securities and Agency bonds that matured from April 1, 2017 through April 27, 2017 and expects to be able to collect all contractual cash flows on the remaining maturities of its U.S. Treasury securities and Agency bonds. Interest income was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Interest income $ 489 $ 62 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 — Fair Value Measurements The Company follows the fair value accounting guidance to value its financial assets and liabilities. Fair value is defined as the price that would be received for assets when sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that the Company believes market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best information reasonably available. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and considers the security issuers’ and the third-party insurers’ credit risk in its assessment of fair value. The Company classifies the determined fair value based on the observability of those inputs. Fair value accounting guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three defined levels of the fair value hierarchy are as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed valuation models. Fair value of financial assets: Financial assets measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 are classified in the table below in one of the three categories described above (in thousands): March 31, 2017 Fair Value Measurements Using Assets At Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 38,345 $ — $ — $ 38,345 U.S. Treasury securities 143,453 — — 143,453 Agency bonds — 66,681 — 66,681 Equity securities 179 — — 179 Total $ 181,977 $ 66,681 $ — $ 248,658 Amounts included in: Cash and cash equivalents $ 38,345 $ 2,499 $ — $ 40,844 Short-term investments 98,589 58,603 — 157,192 Long-term investments 45,043 5,579 — 50,622 Total $ 181,977 $ 66,681 $ — $ 248,658 December 31, 2016 Fair Value Measurements Using Assets At Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 52,657 $ — $ — $ 52,657 U.S. Treasury securities 99,872 — — 99,872 Equity securities 176 — — 176 Total $ 152,705 $ — $ — $ 152,705 Amounts included in: Cash and cash equivalents $ 55,658 $ — $ — $ 55,658 Short-term investments 89,375 — — 89,375 Long-term investments 7,672 — — 7,672 Total $ 152,705 $ — $ — $ 152,705 The valuation technique used to measure fair value for the Company’s Level 1 assets is a market approach, using prices and other relevant information generated by market transactions involving identical assets. When quoted market prices are not available for the specific security, then the Company estimates fair value by using benchmark yields, reported trades, broker/dealer quotes, and issuer spreads; these securities are classified as Level 2. As of March 31, 2017 and December 31, 2016, the Company had no financial assets measured at fair value on a recurring basis using significant Level 3 inputs. The carrying amount of the Company’s accounts receivable and accounts payable approximates fair value due to the short-term nature of these instruments. Fair value of financial liabilities: As of March 31, 2017 and December 31, 2016, the fair value of the long-term debt, payable in installments through year ended 2020, approximated its carrying value of $30.0 million and $29.9 million, respectively, because it is carried at a market observable interest rate, which are considered Level 2. As of March 31, 2017, the fair value of liabilities related to the sale of future royalties is based on the Company’s current estimates of future royalties expected to be paid to RPI over the life of the arrangement, which are considered Level 3 (See Note 9 – “Liability Related to Sale of Future Royalties”). |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7 — Balance Sheet Components Accrued liabilities were as follows (in thousands): March 31, 2017 December 31, 2016 Accrued liabilities: Clinical and preclinical costs $ 12,202 $ 10,092 Other payroll related 2,174 1,888 Bonus 1,156 3,800 Other accrued expenses 1,971 1,595 Leasehold improvements — 672 Total accrued liabilities $ 17,503 $ 18,047 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8 — Long-Term Debt Long-term debt and unamortized debt discount balances are as follows (in thousands): March 31, 2017 December 31 2016 Notes payable, gross $ 30,000 $ 30,000 Less: Unamortized debt discount (422 ) (472 ) Accretion of final payment fee 442 353 Carrying value of notes payable $ 30,020 $ 29,881 Less: Current portion of long-term debt (4,825 ) (2,500 ) Long-term debt $ 25,195 $ 27,381 In October 2015, the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) as the collateral agent and a lender, and Silicon Valley Bank (“SVB”) as a lender (Oxford and SVB collectively the “Lenders”) to fund its working capital and other general corporate needs. The Loan Agreement provided for (1) term loans of up to $40.0 million in aggregate, (2) warrants to purchase 65,189 shares of the Company’s common stock at an exercise price of $6.90 per share under the first term loan, and (3) additional warrants to purchase shares of the Company’s common stock to be based on the amount of the additional term loans and a price per share determined on the day of funding in accordance with the Grant Agreement, which is also the exercise price per share for the warrants. The Company drew down $15.0 million in funds under the Loan Agreement in October 2015 at the time of the first draw down, and at that time, could at its sole discretion draw down an additional $25.0 million under the Loan Agreement in two term loans, provided certain specified conditions stipulated in the Loan Agreement are met preceding those draws. During February 2016, the Company drew down an additional $15.0 million in funds under the Loan Agreement and issued warrants to purchase 68,285 shares of the Company’s common stock at an exercise price of $6.59 per share under the second term loan. As of March 31, 2017, there were 100,106 warrants outstanding and exercisable and are classified under stockholder’s equity. The Company is required to repay the outstanding principal in 36 equal installments beginning October 2017 and is due in full in October 2020. The first and second term loans bear interest at a rate of 7.5% per annum, respectively. The remaining term loans, if drawn, will bear interest at a rate fixed at the time of draw, equal to the greater of (i) 7.50% and (ii) the sum of the three month U.S. LIBOR rate plus 7.31%. The Company is required to make a final payment fee of 4.00% of the amounts of the Term Loans drawn payable on the earlier of (i) the prepayment of the Term Loans or (ii) the Maturity Date. The loan carries prepayment penalties of 3% and 2% for prepayment within one and two years, respectively, of the loan origination and 1% thereafter. The warrants issued in the Loan Agreement became exercisable upon issuance and will remain exercisable for five years from issuance or the closing of a merger consolidation transaction in which the Company is not the surviving entity. In accordance with the accounting guidance, the Company allocated a portion of the gross proceeds from each draw down under the Loan Agreement to the underlying warrants, using the relative fair value method. This resulted in the allocation of $0.6 million of the draw down proceeds to the warrants, which was accounted for as debt discount. Debt discount is being amortized over the term of the debt, and recorded in interest expense in the statement of operations. The fair value of the warrants was determined using the Black-Scholes pricing model and are classified as equity. The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on dispositions, changes in business, management, ownership or business locations, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt. The Agreement also includes customary events of default, including but not limited to the nonpayment of principal or interest, violations of covenants, material adverse changes, attachment, levy, restraint on business, cross-defaults on material indebtedness, bankruptcy, material judgments, misrepresentations, subordinated debt, governmental approvals, lien priority and delisting. Upon an event of default, the Lenders may, among other things, accelerate the loans and foreclose on the collateral. The Company’s obligations under the Loan Agreement are secured by substantially all of the Company’s current and future assets, other than its intellectual property. The Company recorded interest expense related to the long-term debt of $0.7 million and $0.6 million for the three months ended March 31, 2017 and 2016, respectively. Included in interest expense for this period was interest on principal, amortization of the debt discount and debt issuance costs, and the accretion of the final exit fee. For the three months ended March 31, 2017 and 2016, the effective interest rate on the amounts borrowed under the Loan Agreement, including the amortization of the debt discount and issuance cost, and the accretion of the final payment, was 9.3%. Future minimum payments under the Loan Agreement, as of March 31, 2017 are as follows (in thousands): Remainder of 2017 $ 4,205 2018 11,743 2019 10,982 2020 8,938 Total minimum payments 35,868 Less: Interest and final payment (5,868 ) Notes payable, gross $ 30,000 |
Liabilities Related to Sale of
Liabilities Related to Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Liabilities Related to Sale of Future Royalties | Note 9 - Liabilities Related to Sale of Future Royalties In February 2017, the Company entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with RPI Finance Trust (“RPI”), an entity related to Royalty Pharma. Under the Royalty Agreement, The Company sold a portion of the Company’s right to receive royalties on potential net sales of omecamtiv mecarbil (and potentially other compounds with the same mechanism of action) under the Company’s agreements with Amgen to RPI for a payment of $90.0 million (the “Royalty Monetization”). The Royalty Monetization is non-refundable, even if omecamtiv mecarbil is never commercialized. The Company accounts for the Royalty Monetization as a liability reported as Liabilities related to sale of future royalties, primarily because the Company has significant continuing involvement in generating the royalty stream under the Amgen Agreement, including the Company’s option to co-invest in the Phase 3 development program of omecamtiv mecarbil. Also in February 2017, pursuant to a concurrently-executed Common Stock Purchase Agreement with RPI, the Company issued 875,656 shares of its common stock to RPI for $10.0 million (the “RPI Common Stock”). The Company concluded that there are two units of accounting for the Royalty Monetization and the RPI Common Stock: (1) the liability related to sale of future royalties and (2) the RPI Common Stock. The Company allocated the $90 million from the Royalty Monetization and the $10 million from the RPI Common Stock among the two units of accounting on a relative fair value basis. The Company determined the fair value for the liability related to sale of future royalties at the time of the Royalty Monetization to be $96.7 million, with an effective annual non-cash interest rate of 17%. The Company determined the fair value of the RPI Common Stock at March 31, 2017 to be $8.1 million, based on the closing stock price at the transaction date and adjusted for the trading restrictions. The Company allocated the transaction consideration on a relative fair value basis to the liability and the common stock, as follows (in millions): Allocated Units of Accounting: Liability related to sale of future royalties $ 92.3 Common stock 7.7 Total consideration $ 100.0 The Company allocated $1.8 million of transaction costs incurred in connection with the Royalty Monetization and the RPI Common Stock to the liability and common stock in proportion to the allocation of proceeds to those components. The transaction costs allocated to the liability will be amortized to non-cash interest expense over the estimated term of the Royalty Agreement. The following table shows the activity within liabilities related to sale of future royalties during the three months ended March 31, 2017 (in thousands): Liability related to sale of future royalties at February 1, 2017 $ 92,300 Non-cash interest expense recognized 2,295 Liability related to sale of future royalties at March 31, 2017 94,595 Less: Unamortized transaction costs (1,667 ) Carrying value of liability related to sale of future royalties at March 31, 2017 $ 92,928 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10 — Stockholders’ Equity Accumulated Other Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized holding gains and losses on the Company’s available-for-sale In the first three months of 2017 and 2016, the Company recorded insignificant amounts of unrealized gains (losses) in available-for-sale Warrants As of March 31, 2017, the Company had warrants outstanding to purchase 3.8 million shares of the Company’s common stock. In June 2012, warrants were issued pursuant to the June 2012 underwriting agreements the Company entered into in connection with two separate, concurrent offerings for our securities (the “June 2012 Public Offerings”). In accordance with the accounting guidance for valuing stock and warrants when stock is issued in conjunction with other securities, and the stock and other securities are to be accounted for as equity, the Company allocated the gross purchase proceeds using the relative fair value method. For accounting purposes, the June 2012 Public Offerings were considered to be one transaction. The fair value of the common stock issued in the June 2012 Public Offerings was calculated based on the closing price of the stock on the commitment date as quoted on The NASDAQ Global Market. In October 2015, warrants to purchase 65,189 shares of the Company’s common stock at an exercise price of $6.90 per share were issued in accordance with the Loan Agreement. Refer to Note 8 “Long-Term Debt”, for further details regarding the Loan Agreement. In February 2016, warrants to purchase 68,285 shares of the Company’s common stock at an exercise price of $6.59 per share were issued in accordance with the Loan Agreement. The Company valued the warrants as of the date of issuance at $288,000 using the Black-Scholes option pricing model and the following assumptions: a contractual term of five years, a risk-free interest rate of 1.7%, volatility of 75%, and the fair value of the Company’s common stock of $7.00. In January 2017, the Company issued 16,126 shares of common stock related to cashless exercises of warrants in accordance with the Loan Agreement. In March 2017, the Company issued 108,581 shares of common stock related to cashless exercises of warrants in accordance with the June 2012 public offerings. Also in March 2017, warrants to purchase 184,119 shares of the Company’s common stock at an exercise price of $5.28 per share were cash exercised in accordance with the June 2012 public offerings. Outstanding warrants as of March 31, 2017 were as follows: Number of Shares Exercise Price Expiration Date Issued 6/25/2012 3,730,007 $ 5.28 06/25/17 Issued 10/19/2015 48,892 $ 6.90 10/19/20 Issued 02/10/2016 51,214 $ 6.59 02/10/21 Committed Equity Offering On September 4, 2015, the Company entered into a Committed Equity Offering (the “CE Offering”) that is an at-the-market S-3, Sales of the Company’s common stock, through the Cantor Fitzgerald Agreement, will be made on The NASDAQ Global Market by means of ordinary brokers’ transactions at market prices or as otherwise agreed to by the Company and Cantor Fitzgerald. Subject to the terms and conditions of the Cantor Fitzgerald Agreement, Cantor Fitzgerald will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). The Company is not obligated to make any sales of common stock under the Cantor Fitzgerald Agreement. The offering of shares of common stock pursuant to the Cantor Fitzgerald Agreement will terminate upon the earlier of (1) the sale of all common stock subject to the Cantor Fitzgerald Agreement or (2) termination of the Cantor Fitzgerald Agreement. The Cantor Fitzgerald Agreement may be terminated by Cantor Fitzgerald at any time upon ten days’ notice to the Company or may be terminated by the Company at any time upon five day’ s notice to Cantor Fitzgerald, or by Cantor Fitzgerald at any time in certain circumstances, including the occurrence of a material adverse change in the Company’s business. The Company will pay Cantor Fitzgerald a commission rate equal to 3.0% of the gross proceeds of the sales price per share of any common stock sold through Cantor Fitzgerald under the Cantor Fitzgerald Agreement. The Company has also provided Cantor Fitzgerald with customary indemnification and contribution rights. As of March 31, 2017, 2,246,750 shares have been issued through Cantor Fitzgerald under the Cantor Fitzgerald Agreement for total net proceeds of approximately $26.3 million. For the three months ended March 31, 2017, 1,438,557 shares have been issued for total net proceeds of approximately $17.4 million. Equity Incentive Plan Total employee stock-based compensation expenses were $1.9 million and $1.6 million for the three months ended March 31, 2017 and 2016, respectively. Stock Options Activity under the 2004 Equity Incentive Plan, for the three months ended March 31, 2017, was as follows: Shares Available for Grant of Options or Awards Stock Options Outstanding Weighted Average Exercise Price per Share of Stock Options Balance at December 31, 2016 1,588,300 5,192,813 $ 9.27 Options granted (874,774 ) 874,774 10.66 Options exercised — (18,997 ) 6.83 Options forfeited/expired 143,616 (143,616 ) 37.29 Restricted stock units granted (269,000 ) — — Restricted stock units forfeited 342,500 — — Balance at March 31, 2017 930,642 5,904,974 $ 8.80 Restricted Stock Units Restricted stock unit activity for the three months ended March 31, 2017 was as follows: Number of Shares Weighted Average Award Date Fair Value per Share Restricted stock units outstanding at December 31, 2016 64,502 $ 7.19 Restricted stock units granted 269,000 10.60 Restricted stock units released (43,500 ) 6.67 Restricted stock units forfeited — — Unvested restricted stock units outstanding at March 31, 2017 290,002 $ 10.43 Restricted Stock Units that Contain Performance Conditions Performance stock unit activity was as follows: Number of Shares Weighted Average Award Date Fair Value per Share Performance stock units outstanding at December 31, 2016 685,000 $ 7.00 Restricted stock units granted — — Restricted stock units released (171,250 ) 7.00 Restricted stock units forfeited (342,500 ) 7.00 Performance stock units outstanding at March 31, 2017 171,250 $ 7.00 |
Interest and Other Income, Net
Interest and Other Income, Net | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income, Net | Note 11 — Interest and Other Income, Net Interest and other income, net for the three months ended March 31, 2017 and 2016 primarily consisted of interest income generated from the Company’s cash, cash equivalents and investments. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 — Commitments and Contingencies Commitments Operating Lease The Company leases office space and equipment under a non-cancelable Co-invest In December 2016, the Company agreed to exercise its option to co-invest co-investment co-investment co-invest co-invest co-funding co-promote As of March 31, 2017, future minimum payments due to Amgen were as follows (in thousands): Remainder of 2017 $ 18,750 2018 18,750 Total $ 37,500 Contingencies In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by or on behalf of the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers and directors in certain circumstances. The Company maintains product liability insurance and comprehensive general liability insurance, which may cover certain liabilities arising from its indemnification obligations. It is not possible to determine the maximum potential amount of exposure under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular indemnification obligation. Such indemnification obligations may not be subject to maximum loss clauses. Management is not currently aware of any matters that could have a material adverse effect on the financial position, results of operations or cash flows of the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 — Income Taxes During the three months ended March 31, 2017 and 2016, the Company did not record a provision for income taxes because it expected to generate a net operating loss for the year ending December 31, 2017 and 2016, respectively. The Company defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” The significant jurisdictions in which the Company files income tax returns are the United States and the state of California. For jurisdictions in which tax filings are made, the Company is subject to income tax examination for all fiscal years since inception. The IRS’s Large Business and International Division concluded its audit of the 2009 tax year with no material adjustments. However, in general, the statute of limitations for tax liabilities for these years remains open for the purpose of adjusting the amounts of the losses and credits carried forward from those years. The Company believes that it maintains adequate reserves for uncertain tax positions. In general, under Section 382 of the Internal Revenue Code (“Section 382”), a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to utilize its pre-change ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included elsewhere in this report. Operating results are not necessarily indicative of results that may occur in future periods. This report contains forward-looking statements indicating expectations about future performance and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We intend that such statements be protected by the safe harbor created thereby. Forward-looking statements involve risks and uncertainties and our actual results and the timing of events may differ significantly from the results discussed in the forward-looking statements. Examples of such forward-looking statements include, but are not limited to, statements about or relating to: • guidance concerning revenues, research and development expenses and general and administrative expenses for 2017; • the sufficiency of existing resources to fund our operations for at least the next 12 months; • our capital requirements and needs for additional financing; • the initiation, design, conduct, enrollment, progress, timing and scope of clinical trials and development activities for our drug candidates conducted by ourselves or our partners, Amgen Inc. (“Amgen”) and Astellas Pharma Inc. (“Astellas”), including the anticipated timing for initiation of clinical trials, anticipated rates of enrollment for clinical trials and anticipated timing of results becoming available or being announced from clinical trials; • the results from the clinical trials, the non-clinical • anticipated interactions with regulatory authorities; • the further development of tirasemtiv for the potential treatment of amyotrophic lateral sclerosis (“ALS”); • the expected acceptability by regulatory authorities of the effects of tirasemtiv on slow vital capacity or other measures of clinical benefit related to respiratory function in patients with ALS as Phase 3 clinical trial endpoints to support the registration of tirasemtiv as a treatment for ALS; • our and our partners’ plans or ability to conduct the continued research and development of our drug candidates and other compounds; • the advancement of omecamtiv mecarbil in Phase 3 clinical development; • our expected roles in research, development or commercialization under our strategic alliances with Amgen and Astellas; • the properties and potential benefits of, and the potential market opportunities for, our drug candidates and other compounds, including the potential indications for which they may be developed; • the sufficiency of the clinical trials conducted with our drug candidates to demonstrate that they are safe and efficacious; • our receipt of milestone payments, royalties, reimbursements and other funds from current or future partners under strategic alliances, such as with Amgen or Astellas; • our ability to continue to identify additional potential drug candidates that may be suitable for clinical development; • our plans or ability to commercialize drugs with or without a partner, including our intention to develop sales and marketing capabilities; • the focus, scope and size of our research and development activities and programs; • the utility of our focus on the biology of muscle function, and our ability to leverage our experience in muscle contractility to other muscle functions; • our ability to protect our intellectual property and to avoid infringing the intellectual property rights of others; • future payments and other obligations under loan and lease agreements; • potential competitors and competitive products; • retaining key personnel and recruiting additional key personnel; and • the potential impact of recent accounting pronouncements on our financial position or results of operations. Such forward-looking statements involve risks and uncertainties, including, but not limited to: • further clinical development of tirasemtiv for the potential treatment of ALS will require significant additional funding and we may be unable to obtain such additional funding on acceptable terms, if at all; • the U.S. Food and Drug Administration (“FDA”) and/or other regulatory authorities may not accept effects on respiratory function, including slow vital capacity, as appropriate clinical trial endpoints to support the registration of tirasemtiv for the treatment of ALS; • Amgen’s decisions with respect to the timing, design and conduct of research and development activities for omecamtiv mecarbil and related compounds, including decisions to postpone or discontinue research or development activities relating to omecamtiv mecarbil and related compounds; • Astellas’ decisions with respect to the timing, design and conduct of research and development activities for CK-2127107 CK-2127107 • our ability to enter into strategic partnership agreements for any of our programs on acceptable terms and conditions or in accordance with our planned timelines; • our ability to obtain additional financing on acceptable terms, if at all; • our receipt of funds and access to other resources under our current or future strategic alliances; • difficulties or delays in the development, testing, manufacturing or commercialization of our drug candidates; • difficulties or delays, or slower than anticipated patient enrollment, in our or partners’ clinical trials; • difficulties or delays in the manufacture and supply of clinical trial materials; • failure by our contract research organizations, contract manufacturing organizations and other vendors to properly fulfill their obligations or otherwise perform as expected; • results from non-clinical • the possibility that the FDA or foreign regulatory agencies may delay or limit our or our partners’ ability to conduct clinical trials or may delay or withhold approvals for the manufacture and sale of our products; • changing standards of care and the introduction of products by competitors or alternative therapies for the treatment of indications we target that may limit the commercial potential of our drug candidates; • difficulties or delays in achieving market access and reimbursement for our drug candidates and the potential impacts of health care reform; • changes in laws and regulations applicable to drug development, commercialization or reimbursement; • the uncertainty of protection for our intellectual property, whether in the form of patents, trade secrets or otherwise; • potential infringement or misuse by us of the intellectual property rights of third parties; • activities and decisions of, and market conditions affecting, current and future strategic partners; • accrual information provided by our contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other vendors; • potential ownership changes under Internal Revenue Code Section 382; and • the timeliness and accuracy of information filed with the U.S. Securities and Exchange Commission (the “SEC”) by third parties. In addition, such statements are subject to the risks and uncertainties discussed in the “Risk Factors” section and elsewhere in this document. Such statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. When used in this report, unless otherwise indicated, “Cytokinetics,” “the Company,” “we,” “our” and “us” refers to Cytokinetics, Incorporated. CYTOKINETICS, and our logo used alone and with the mark CYTOKINETICS, are registered service marks and trademarks of Cytokinetics. Other service marks, trademarks and trade names referred to in this report are the property of their respective owners. Overview We were incorporated in Delaware in August 1997 as Cytokinetics, Incorporated. We are a late-stage biopharmaceutical company focused on the discovery and developments of first-in-class Our drug candidates currently in clinical development are our fast skeletal muscle activators tirasemtiv and CK-2127107, CK-2127107 Skeletal Muscle Contractility Program Overview Tirasemtiv is our lead drug candidate from our skeletal muscle contractility program. We conducted a Phase 2 clinical development program for tirasemtiv, and in July 2015 we started a Phase 3 clinical trial for this drug candidate in patients with ALS known as VITALITY-ALS V I T A L I T Y ALS VIGOR-ALS V I G O pen-Label R ALS CK-2127107, CK-2127107 CK-2127107 Tirasemtiv and CK-2127107 CK-2127107 CK-2127107 Tirasemtiv Tirasemtiv, a fast skeletal troponin activator, is the lead drug candidate from our skeletal muscle contractility program. We conducted three “evidence of effect” Phase 2a clinical trials (one in patients with myasthenia gravis, one in patients with calf muscle claudication, and one in patients with ALS) and a Phase 2b clinical trial of tirasemtiv in patients with ALS. The evidence of effect clinical trials were randomized, double-blind, placebo-controlled, three-period cross-over studies of single doses of tirasemtiv administered to patients with impaired muscle function. These studies were intended to translate the mechanism of action of tirasemtiv into potentially clinically relevant pharmacodynamic effects. The Company believes the results from the Phase 2b clinical trial of tirasemtiv in patients with ALS, known as BENEFIT-ALS B E N E F I T ALS Tirasemtiv Clinical Development VITALITY-ALS VITALITY-ALS ³ £ ALSFRS-R Patients enrolled in VITALITY-ALS two-weeks VITALITY-ALS BENEFIT-ALS. In January 2016, we amended the protocol of VITALITY-ALS In August 2016, we announced the completion of patient enrollment in VITALITY-ALS. In March 2017, we convened the third Data Monitoring Committee Meeting for VITALITY-ALS We were awarded a $1.5 million grant from The ALS Association (the “ALSA Grant”) to support the conduct of VITALITY-ALS VITALITY-ALS VITALITY-ALS In March 2017, in collaboration with Origent Data Sciences, Inc. we announced the advancement of our research collaboration to prospectively validate Origent’s computer model to predict the course of ALS disease progression using data from VITALITY-ALS. VIGOR-ALS VIGOR-ALS, VITALITY-ALS. VIGOR-ALS The clinical trials program for tirasemtiv may proceed for several years, and we will not be in a position to generate any revenues or material net cash flows from sales of this drug candidate until the program is successfully completed, regulatory approval is achieved, and the drug is commercialized. We cannot yet predict if or when this may occur. Our expenditures are expected to increase as we continue to progress tirasemtiv towards potential registration. CK-2127107 Astellas Strategic Alliance. CK-2127107, co-develop co-commercialize CK-2127107 non-neuromuscular CK-2127107 CK-2127107 Addition of ALS as an Added Indication (CK-2127107 In connection with the execution of the 2016 Astellas Amendment, we received a non-refundable CK-2127107 We and Astellas are collaborating to develop CK-2127107 CK-2127107 CK-2127107 CK-2127107 CK-2127107 CK-2127107 co-funding co-fund CK-2127107 Based on the achievement of pre-specified CK-2127107 CK-2127107 non-neuromuscular CK-2127107 pre-specified CK-2127107. co-fund CK-2127107 pre-specified Cytokinetics retains an option to conduct early-stage development for certain agreed indications at its initial expense, subject to reimbursement if development continues under the collaboration. Cytokinetics also retains an option to co-promote co-promote co-promotion In December 2014, we and Astellas entered into the 2014 Astellas Agreement pursuant to which we received a non-refundable CK-2127107 During the three months ended March 31, 2017 and 2016, we recorded $1.4 million and $4.0 million, respectively, of license revenue and $2.7 million and $3.7 million, respectively, in reimbursement of sponsored research and development activities in connection with our strategic alliance with Astellas. See our unaudited condensed consolidated financial statements for a further discussion of our revenue recognition policy under our agreement with Astellas. CK-2127107 SMA Clinical Development CK-2127107 CK-2127107 non-ambulatory CK-2127107 CK-2127107. seventy-two non-ambulatory). The first cohort of patients received 150 mg of CK-2127107 CK-2127107 CK-2127107 CK-2127107 non-ambulatory. non-ambulatory six-minute timed-up-and-go In March 2017, we announced that we completed enrollment of Cohort 1 and the second cohort of the Phase 2 clinical trial was open to enrollment. We anticipate that the trial will complete enrollment and report data in 2017 in collaboration with Astellas. COPD Clinical Development CK-2127107 CK-2127107 CK-2127107 CK-2127107 CK-2127107 CK-2127107 CK-2127107 ALS Clinical Development CK-2127107 mid-2017. Frailty Clinical Development CK-2127107 CK-2127107 Also in March 2017, we presented preclinical data for CK-2127107 CK-2127107 The clinical trials programs for CK-2127107 may commercialized. CK-2127107 is of CK-2127107 or Ongoing Research in Skeletal Muscle Activators Our research on the direct activation of skeletal muscle continues in two areas. We are conducting translational research in preclinical models of disease and muscle function with fast skeletal troponin activators to explore the potential clinical applications of this novel mechanism in diseases or conditions associated with skeletal muscle dysfunction. We also intend to conduct preclinical research on other chemically and pharmacologically distinct mechanisms to activate the skeletal sarcomere. We advanced a next-generation skeletal muscle activator into IND-enabling Cardiac Muscle Contractility Program Overview Our lead drug candidate from our cardiac contractility program is omecamtiv mecarbil, a novel cardiac muscle myosin activator. We expect omecamtiv mecarbil to be developed as a potential treatment across the continuum of care in heart failure both for use in the hospital setting and for use in the outpatient setting. Omecamtiv mecarbil was studied in nine Phase 1 clinical trials in healthy subjects, two Phase 2a clinical trials in heart failure patients, one Phase 2 clinical trial, COSMIC-HF C O S M A I C H F ATOMIC-AHF A T O M I C A H F COSMIC-HF pre-specified n-T-pro-BNP Amgen Strategic Alliance In December 2006, we entered into a collaboration and option agreement with Amgen to discover, develop and commercialize novel small molecule therapeutics, including omecamtiv mecarbil, that activate cardiac muscle contractility for potential applications in the treatment of heart failure (the “Amgen Agreement”). The agreement granted Amgen an option to obtain an exclusive license worldwide, except Japan, to develop and commercialize omecamtiv mecarbil and other drug candidates arising from the collaboration. In May 2009, Amgen exercised its option. As a result, Amgen became responsible for the development and commercialization of omecamtiv mecarbil and related compounds at its expense worldwide (excluding Japan), subject to our development and commercialization participation rights. Amgen reimburses us for certain research and development activities we perform under the collaboration. In June 2013, Cytokinetics and Amgen executed an amendment to the Amgen Agreement to include Japan, resulting in a worldwide collaboration (the “Amgen Agreement Amendment”) and Amgen paid us a non-refundable pre-commercialization In July 2013, Amgen announced that it had granted an option to commercialize omecamtiv mecarbil in Europe to Servier, with Cytokinetics’ consent, pursuant to an Option, License and Collaboration Agreement (the “Servier Agreement”). In August 2016, we entered into a Letter Agreement with Amgen and Servier (the “Letter Agreement”), which (i) expands the territory of the sublicense to Servier to include specified countries in the CIS, including Russia and (ii) provides that, if Amgen’s rights under the Amgen Agreement, as amended, are terminated with respect to the territory of such sublicense, the sublicensed rights previously granted by Amgen to Servier under the Servier Agreement will remain in effect and become a direct license or sublicense of such rights by us to Servier, on substantially the same terms as set forth in the Servier Agreement, including but not limited to Servier’s payment of its share of agreed development costs and future milestone and royalty payments to us. The Letter Agreement does not otherwise modify our rights and obligations under the Amgen Agreement, as amended, or create any additional financial obligations of Cytokinetics, unless we otherwise agree in writing. In September 2016, Amgen and Servier announced Servier’s decision to exercise its option to commercialize omecamtiv mecarbil in Europe as well as the CIS, including Russia. The option and related commercialization sublicense to Servier is subject to the terms and conditions of the Amgen Agreement. Amgen remains responsible for the performance of its obligations under the Amgen Agreement, as amended, relating to Europe and the CIS, including the payment of milestones and royalties relating to the development and commercialization of omecamtiv mecarbil in Europe and the CIS. Under the Amgen Agreement as amended we are eligible for potential additional pre-commercialization co-funding In December 2016, we provided notice of our exercise of our option under the Amgen Agreement to co-invest co-invest co-invest co-funding co-promote Omecamtiv Mecarbil Omecamtiv Mecarbil Clinical Development GALACTIC-HF GALACTIC-HF GALACTIC-HF GALACTIC-HF GALACTIC-HF £ NT-proBNP. all-cause Cytokinetics and Amgen are also planning a potential exercise performance/cardiac function clinical trial to be conducted by Cytokinetics. Amgen will be responsible for reimbursing us for the out-of-pocket In April 2016, we announced the start of a Phase 2 clinical trial of omecamtiv mecarbil in Japanese subjects with chronic heart failure and reduced ejection fraction and we expect data from this trial in Q3 2017. Presentations and Publications In March 2017, we announced that additional data from our Phase 2 clinical trial of omecamtiv mecarbil COSMIC-HF Ongoing Research in Cardiac Muscle Contractility. We continued our joint research program with Amgen directed to next-generation compounds in our cardiac muscle contractility program in 2016. We expect to continue our joint research program with Amgen in 2017. Under the Amgen Agreement, Amgen reimburses us for certain research activities we perform. We recorded reimbursement of sponsored research and development activities in connection with our strategic alliance with Amgen of $0.9 million and $0.6 million, respectively in the three months ended March 31, 2017 and 2016. See Note 4, “Related Party Research and Development Arrangements” in the Notes to Unaudited Condensed Consolidated Financial Statements, for a further discussion of our revenue recognition policy under our agreement with Amgen. Beyond Muscle Contractility We developed preclinical expertise in the mechanics of skeletal, cardiac and smooth muscle that extends from proteins to tissues to intact animal models. Our translational research in muscle contractility has enabled us to better understand the potential impact of small molecule compounds that increase skeletal or cardiac muscle contractility and to apply those findings to the further evaluation of our drug candidates in clinical populations. In addition to contractility, other major functions of muscle play a role in certain diseases that could benefit from novel mechanism treatments. Accordingly, our knowledge of muscle contractility may serve as an entry point to the discovery of novel treatments for disorders involving muscle functions other than muscle contractility. We are leveraging our current understandings of muscle biology to investigate new ways of modulating these other aspects of muscle function for other potential therapeutic applications. Development Risks The successful development of any of our drug candidates is highly uncertain. We cannot estimate with certainty or know the exact nature, timing and costs of the activities necessary to complete the development of any of our drug candidates or the date of completion of these development activities due to numerous risks and uncertainties, including, but not limited to: • the results of clinical trials of our drug candidates conducted by us or our partners may not support the further clinical development of those drug candidates; • further clinical development of tirasemtiv for the potential treatment of ALS will require significant additional funding and we may be unable to obtain such additional funding on acceptable terms, if at all; • the FDA and/or other regulatory authorities may not accept effects on respiratory function, including SVC, as appropriate clinical trial endpoints to support the registration of tirasemtiv for the treatment of ALS; • the FDA and/or other regulatory authorities may not accept the data from the clinical trials of tirasemtiv as sufficient to determine the safest and most effective dose of tirasemtiv for the treatment of ALS; • decisions made by Amgen with respect to the development of omecamtiv mecarbil and by Astellas with respect to the development of CK-2127107; • the uncertainty of the timing of the initiation and completion of patient enrollment and treatment in our or our partners’ clinical trials; • the possibility of delays in the collection of clinical trial data and the uncertainty of the timing of the analyses of our clinical trial data after these trials have been initiated and completed; • our potential inability to obtain additional funding and resources for our development activities on acceptable terms, if at all, including, but not limited to, our potential inability to obtain or retain partners to assist in the design, management, conduct and funding of clinical trials; • failure by our clinical trial sites, clinical research organizations, clinical manufacturing organizations and other third parties supporting our or our partners’ clinical trials to fulfill their obligations or otherwise perform as expected; • delays or additional costs in manufacturing of our drug candidates for clinical trial use, including developing appropriate formulations of our drug candidates; • the uncertainty of clinical trial results, including variability in patient response; • the uncertainty of obtaining FDA or other foreign regulatory agency approval required for the clinical investigation of our drug candidates; • the uncertainty related to the development of commercial scale manufacturing processes and qualification of a commercial scale manufacturing facility; • the possibility that results from non-clinical • possible delays in the characterization, formulation and manufacture, packaging, labeling and distribution of drug candidates and other compounds. If we fail to complete the development of any of our drug candidates in a timely manner, it could have a material adverse effect on our operations, financial position and liquidity. In addition, any failure by us or our partners to obtain, or any delay in obtaining, regulatory approvals for our drug candidates could have a material adverse effect on our results of operations. A further discussion of the risks and uncertainties associated with completing our programs as planned, or at all, and certain consequences of failing to do so are discussed further in the risk factors entitled “We will need substantial additional capital in the future to sufficiently fund our operations,” “We have never generated, and may never generate, revenues from commercial sales of our drugs and we may not have drugs to market for at least several years, if ever,” “Clinical trials may fail to demonstrate the desired safety and efficacy of our drug candidates, which could prevent or significantly delay completion of clinical development and regulatory approval” and “Clinical trials are expensive, time-consuming and subject to delay,” and other risk factors. Results of Operations Revenues Total revenues for the three months ended March 31, 2017 and 2016, respectively, were as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Increase (Decrease) Research and development revenues from related parties, net $ 2,366 $ 4,296 ($ 1,930 ) Research and development, grant and other revenues 341 151 190 License revenues from related parties 1,446 3,974 (2,528 ) Total revenues $ 4,153 $ 8,421 ($ 4,268 ) Research and development revenues from related parties refers to research and development revenues from our strategic alliances with Astellas and Amgen. Research and development revenue for the first quarter of 2017 and 2016 included research and development revenues from Astellas of $2.7 million and $3.7 million, respectively, and consisted of reimbursements of internal costs of certain full-time employee equivalents and reimbursements of research and development expenses; and research and development revenues from Amgen of $0.9 million and $0.6 million, respectively, and consisted of reimbursements of internal costs of certain full-time employee equivalents. Research and development revenues from our strategic alliance with Amgen was offset by a payment of $1.3 million to Amgen related to the option to co-fund Research and development, grant and other revenues in the first quarter of 2017 and 2016 consisted of $0.3 million and $0.2 million of research and development revenues from our collaboration with ALSA, respectively. License revenues refers to license revenues from our collaboration with Astellas. License revenues from Astellas for the first quarter of 2017 and 2016 were $1.4 million and $4.0 million, respectively and consisted of the recognition of a portion of the $30.0 million upfront license fee received from Astellas in January 2015 and a portion of the license fee received from Astellas under the 2016 Astellas Amendment. We recognize license revenues over the term of the research and development services using the proportional performance model. Research and Development Expenses Research and development expenses for the three months ended March 31, 2017 and 2016, respectively, were as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Increase Research and development expenses $ 19,289 $ 13,534 $ 5,755 The increase in research and development expenses in 2017 compared to the same period in 2016 was primarily due to an increase of $2.5 million in outsourced clinical costs mainly associated with VITALITY-ALS, The following presents our research and development expenses by program for the three months ended March 31, 2017 and 2016, respectively (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Increase (Decrease) Skeletal muscle contractility $ 16,267 $ 11,038 $ 5,229 Cardiac muscle contractility 2,273 1,743 530 All other research programs 749 753 (4 ) Total research and development expenses $ 19,289 $ 13,534 $ 5,755 From a program perspective, the increase in research and development spending in the first quarter 2017, compared to the same period in 2016 was primarily due to increased spending of $5.2 million for our skeletal muscle contractility program, which included our skeletal muscle contractility program for tirasemtiv for the treatment of ALS and the clinical programs for CK-2127107 under Clinical development timelines, the likelihood of success and total completion costs vary significantly for each drug candidate and are difficult to estimate. We anticipate that we will determine on an ongoing basis which research and development programs to pursue and how much funding to direct to each program, taking into account the scientific and clinical success of each drug candidate. The lengthy process of seeking regulatory approvals and subsequent compliance with applicable regulations requires the expenditure of substantial resources. Any failure by us to obtain and maintain, or any delay in obtaining, regulatory approvals could cause our research and development expenditures to increase and, in turn, could have a material adverse effect on our results of operations. We expect our research and development expenditures to increase significantly in 2017 compared to 2016. We expect to continue the Phase 3 clinical development of our drug candidate tirasemtiv for the potential treatment of ALS. Under our strategic alliance with Astellas, we expect to continue development of our drug candidate CK-2127107 for General and Administrative Expenses General and administrative expenses for the three months ended March 31, 2017 and 2016, respectively, were as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Increase General and Administrative expenses $ 8,115 $ 6,841 $ 1,274 The increase in general and administrative expenses in the first quarter of 2017, compared to the same period in 2016, was primarily due to an increase of $0.7 million in personnel related expenses due to increased headcount and non-cash We expect that general and administrative expenses in 2017 will increase significantly compared to 2016, mainly due to increased headcount. Interest Expense Interest expenses for the three months ended March 31, 2017 and 2016, respectively, were as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Increase Interest expense $ 3,052 $ 563 $ 2,489 Interest expense for the three months ended March 31, 2017 primarily consisted of accretion expense related to the liability related to the sale of future royalties of $2.3 million, as well as interest expense related to the loan and security agreement with Oxford Finance LLC and Silicon Valley Bank entered into in October 2015 of $0.7 million. We anticipate that interest expenses in 2017 will increase significantly compared to 2016 mainly due to accretion expense related to the liability related to the sale of future royalties. Critical Accounting Policies The accounting policies that we consider to be our most critical (i.e., those that are most important to the portrayal of our financial condition and results of operations and that require our most difficult, subjective or complex judgments), the effects of those accounting policies applied and the judgments made in their application are summarized in “ Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” 10-K Recent Accounting Pronouncements See Note 1, “Recent Accounting Pronouncements” in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recently adopted ac |
Organization and Significant 19
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of Cytokinetics and its wholly owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q Rule 10-01 S-X. 10-K The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based payment awards made to employees and directors, including employee stock options and employee stock purchases by measuring the stock-based compensation cost at the grant date based on the calculated fair value of the award, and recognizing expense on a straight-line basis over the employee’s requisite service period, generally the vesting period of the award. Stock compensation for non-employees The Company reviews the valuation assumptions at each grant date and, as a result, from time to time it will likely change the valuation assumptions it uses to value stock based awards granted in future periods. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates at the time, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if conditions change and the management uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company will continue to maintain the current forfeiture policy to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from management’s estimate, stock-based compensation expense could be significantly different from what has been recorded in the current period. |
Non-Cash Interest Expense on Liabilities Related to Sale of Future Royalties | Non-Cash Interest Expense on Liabilities Related to Sale of Future Royalties The Company accounted for Liabilities related to sale of future royalties as a debt financing for accounting purposes, to be amortized under the effective interest rate method over the life of the related royalty stream when the Company has a significant continuing involvement in the generation of royalty streams. Liabilities related to sale of future royalties and the debt amortization are based on the Company’s current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent the Company’s future estimates of future royalty payments are greater or less than its previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will adjust the liabilities related to sale of future royalties and prospectively recognize related non-cash interest expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, ‘Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments’. ASU 2016-15 2016-15 In June 2016, the FASB issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments. ASU 2016-13 2016-13 In March 2016, the FASB issued ASU No. 2016-09 — Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 right-to-use . 2016-02 In January 2016, the FASB issued ASU 2016-01, Financial instruments (Subtopic 825-10). ASU 2016-01 2016-01 2016-01 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2016-20, echnical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers 2014-09. The |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Loss Per Share | The following is the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2017 March 31, 2016 Net loss $ (25,867 ) $ (12,455 ) Weighted-average shares used in computing net loss per share — basic and diluted 41,578 39,592 Net loss per share — basic and diluted $ (0.62 ) $ (0.31 ) |
Instruments Excluded from the Computation of Diluted Net Income (Loss) Per Share | The following instruments were excluded from the computation of diluted net income (loss) per share because their effect would have been antidilutive (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Options to purchase common stock 5,905 5,869 Warrants to purchase common stock 3,830 5,710 Restricted and Performance stock units 461 758 Shares issuable related to the ESPP 59 40 Total shares 10,255 12,377 |
Supplemental Cash Flow Data (Ta
Supplemental Cash Flow Data (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Data | Supplemental cash flow data was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Cash paid for interest $ 592 $ 382 Cash paid for taxes 69 1 Significant non-cash Debt discount netted against proceeds from long term debt, recorded in equity — 288 Interest paid on the long-term debt, at inception — 63 Purchases of property and equipment through accounts payable 387 229 Purchases of property and equipment through accrued liabilities 728 11 |
Related Parties and Related P22
Related Parties and Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Amgen [Member] | |
Revenue from Related Party | Revenue from Amgen was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Research and development revenues from related parties Reimbursement of internal costs $ 891 $ 617 Co-invest (1,250 ) — Total revenues from Amgen $ (359 ) $ 617 |
Astellas [Member] | |
Revenue from Related Party | Research and development revenue from Astellas was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 License revenues from related parties $ 1,446 $ 3,974 Research and development revenues with related parties: Reimbursement of internal costs 1,899 2,239 Reimbursement of other costs 826 1,440 Total research and development revenue with related parties from Astellas 2,725 3,679 Total Revenue from Astellas $ 4,171 $ 7,653 |
Schedule of Arrangement Consideration under 2016 Amendment Related to CK-107 and Research | Arrangement Consideration under the 2016 Astellas Amendment related to CK-2127107 Arrangement Consideration Amendment Fee $ 35.0 Accelerated milestone payment 15.0 Total Upfront Consideration 50.0 Additional Research Services 5.1 ALS Development Services 39.1 Total Committed Consideration 44.2 Total Consideration $ 94.2 |
Schedule Represents Allocation of Arrangement Consideration, and Revenue Recognition | Allocation of arrangement consideration, and revenue recognition (in millions): Allocated Consideration Upfront Revenue Recognition Revenue Recognition over Performance Period Units of Accounting: ALS License $ 74.9 $ 50.0 $ 24.9 Research and ALS Development Services 19.3 — 19.3 Total consideration $ 94.2 $ 50.0 $ 44.2 |
Royalty Purchase Agreement [Member] | |
Schedule Represents Allocation of Arrangement Consideration, and Revenue Recognition | The Company allocated the transaction consideration on a relative fair value basis to the liability and the common stock, as follows (in millions): Allocated Units of Accounting: Liability related to sale of future royalties $ 92.3 Common stock 7.7 Total consideration $ 100.0 |
Cash Equivalents and Investme23
Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Amortized Cost and Fair Value of Cash Equivalents and Available for Sale Investments | The amortized cost and fair value of cash equivalents and available for sale investments at March 31, 2017 and December 31, 2016 were as follows (in thousands): March 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Maturity Dates Cash equivalents — Agency bonds and money market funds $ 40,844 $ — $ — $ 40,844 Short-term investments — U.S. Treasury securities and Agency bonds $ 157,309 $ 3 $ (120 ) $ 157,192 4/2017 – 3/2018 Long-term investments — Equity, U.S. Treasury securities and Agency bonds $ 50,513 $ 179 $ (70 ) $ 50,622 4/2018 – 8/2018 December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Maturity Dates Cash equivalents — U. S. Treasury securities and money market funds $ 55,658 $ — $ — $ 55,658 Short-term investments — U.S. Treasury securities $ 89,396 $ 2 $ (23 ) $ 89,375 1/2017 – 12/2017 Long-term investments — Equity and U.S. Treasury securities $ 7,513 $ 176 $ (17 ) $ 7,672 2/2018 – 3/2018 |
Summary of Interest Income | Interest income was as follows (in thousands): Three Months Ended March 31, 2017 March 31, 2016 Interest income $ 489 $ 62 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | Financial assets measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 are classified in the table below in one of the three categories described above (in thousands): March 31, 2017 Fair Value Measurements Using Assets At Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 38,345 $ — $ — $ 38,345 U.S. Treasury securities 143,453 — — 143,453 Agency bonds — 66,681 — 66,681 Equity securities 179 — — 179 Total $ 181,977 $ 66,681 $ — $ 248,658 Amounts included in: Cash and cash equivalents $ 38,345 $ 2,499 $ — $ 40,844 Short-term investments 98,589 58,603 — 157,192 Long-term investments 45,043 5,579 — 50,622 Total $ 181,977 $ 66,681 $ — $ 248,658 December 31, 2016 Fair Value Measurements Using Assets At Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 52,657 $ — $ — $ 52,657 U.S. Treasury securities 99,872 — — 99,872 Equity securities 176 — — 176 Total $ 152,705 $ — $ — $ 152,705 Amounts included in: Cash and cash equivalents $ 55,658 $ — $ — $ 55,658 Short-term investments 89,375 — — 89,375 Long-term investments 7,672 — — 7,672 Total $ 152,705 $ — $ — $ 152,705 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities were as follows (in thousands): March 31, 2017 December 31, 2016 Accrued liabilities: Clinical and preclinical costs $ 12,202 $ 10,092 Other payroll related 2,174 1,888 Bonus 1,156 3,800 Other accrued expenses 1,971 1,595 Leasehold improvements — 672 Total accrued liabilities $ 17,503 $ 18,047 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt and Unamortized Debt Discount | Long-term debt and unamortized debt discount balances are as follows (in thousands): March 31, 2017 December 31 2016 Notes payable, gross $ 30,000 $ 30,000 Less: Unamortized debt discount (422 ) (472 ) Accretion of final payment fee 442 353 Carrying value of notes payable $ 30,020 $ 29,881 Less: Current portion of long-term debt (4,825 ) (2,500 ) Long-term debt $ 25,195 $ 27,381 |
Schedule of Future Minimum Payments under Loan Agreement | Future minimum payments under the Loan Agreement, as of March 31, 2017 are as follows (in thousands): Remainder of 2017 $ 4,205 2018 11,743 2019 10,982 2020 8,938 Total minimum payments 35,868 Less: Interest and final payment (5,868 ) Notes payable, gross $ 30,000 |
Liabilities Related to Sale o27
Liabilities Related to Sale of Future Royalties (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule Represents Activity Within Liabilities Related to Sale of Future Royalties | The following table shows the activity within liabilities related to sale of future royalties during the three months ended March 31, 2017 (in thousands): Liability related to sale of future royalties at February 1, 2017 $ 92,300 Non-cash interest expense recognized 2,295 Liability related to sale of future royalties at March 31, 2017 94,595 Less: Unamortized transaction costs (1,667 ) Carrying value of liability related to sale of future royalties at March 31, 2017 $ 92,928 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Outstanding Warrants | Outstanding warrants as of March 31, 2017 were as follows: Number of Shares Exercise Price Expiration Date Issued 6/25/2012 3,730,007 $ 5.28 06/25/17 Issued 10/19/2015 48,892 $ 6.90 10/19/20 Issued 02/10/2016 51,214 $ 6.59 02/10/21 |
Summary of Stock Option Activity | Activity under the 2004 Equity Incentive Plan, for the three months ended March 31, 2017, was as follows: Shares Available for Grant of Options or Awards Stock Options Outstanding Weighted Average Exercise Price per Share of Stock Options Balance at December 31, 2016 1,588,300 5,192,813 $ 9.27 Options granted (874,774 ) 874,774 10.66 Options exercised — (18,997 ) 6.83 Options forfeited/expired 143,616 (143,616 ) 37.29 Restricted stock units granted (269,000 ) — — Restricted stock units forfeited 342,500 — — Balance at March 31, 2017 930,642 5,904,974 $ 8.80 |
Restricted Stock Units [Member] | |
Summary of Stock Unit Activity | Restricted stock unit activity for the three months ended March 31, 2017 was as follows: Number of Shares Weighted Average Award Date Fair Value per Share Restricted stock units outstanding at December 31, 2016 64,502 $ 7.19 Restricted stock units granted 269,000 10.60 Restricted stock units released (43,500 ) 6.67 Restricted stock units forfeited — — Unvested restricted stock units outstanding at March 31, 2017 290,002 $ 10.43 |
Performance Restricted Stock Units [Member] | |
Summary of Stock Unit Activity | Performance stock unit activity was as follows: Number of Shares Weighted Average Award Date Fair Value per Share Performance stock units outstanding at December 31, 2016 685,000 $ 7.00 Restricted stock units granted — — Restricted stock units released (171,250 ) 7.00 Restricted stock units forfeited (342,500 ) 7.00 Performance stock units outstanding at March 31, 2017 171,250 $ 7.00 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Amgen [Member] | |
Future Minimum Payments for Co-investment | As of March 31, 2017, future minimum payments due to Amgen were as follows (in thousands): Remainder of 2017 $ 18,750 2018 18,750 Total $ 37,500 |
Organization and Significant 30
Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Accumulated deficit incurred | $ (544,158) | $ (518,291) | ||
Net loss | (25,867) | $ (12,455) | ||
Net cash used in operating activities | (20,944) | $ (17,507) | ||
Cash, cash equivalents and investments | $ 257,200 | $ 163,900 | ||
Cash requirements term | 12 months | |||
Excess tax benefit recognized | $ 700 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (25,867) | $ (12,455) |
Weighted-average shares used in computing net loss per share - basic and diluted | 41,578 | 39,592 |
Net loss per share - basic and diluted | $ (0.62) | $ (0.31) |
Net Loss Per Share - Instrument
Net Loss Per Share - Instruments Excluded from the Computation of Diluted Net Income (Loss) Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 10,255 | 12,377 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 5,905 | 5,869 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 3,830 | 5,710 |
Restricted and Performance Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 461 | 758 |
ESPP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 59 | 40 |
Supplemental Cash Flow Data - S
Supplemental Cash Flow Data - Supplemental Cash Flow Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 592 | $ 382 |
Cash paid for taxes | 69 | 1 |
Significant non-cash investing and financing activities: | ||
Debt discount netted against proceeds from long term debt, recorded in equity | 288 | |
Interest paid on the long-term debt, at inception | 63 | |
Purchases of property and equipment through accounts payable | 387 | 229 |
Purchases of property and equipment through accrued liabilities | $ 728 | $ 11 |
Related Parties and Related P34
Related Parties and Related Party Transactions - Revenue from Related Party (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
License revenues from related parties | $ 1,446 | $ 3,974 |
Research and development revenues from related parties | ||
Total research and development revenue with related parties from Astellas | 2,366 | 4,296 |
Total revenues | 4,153 | 8,421 |
Amgen [Member] | ||
Research and development revenues from related parties | ||
Reimbursement of internal costs | 891 | 617 |
Co-invest option payment | (1,250) | 0 |
Total research and development revenue with related parties from Astellas | 900 | 600 |
Total revenues | (359) | 617 |
Astellas [Member] | ||
Related Party Transaction [Line Items] | ||
License revenues from related parties | 1,446 | 3,974 |
Research and development revenues from related parties | ||
Reimbursement of internal costs | 1,899 | 2,239 |
Reimbursement of other costs | 826 | 1,440 |
Total research and development revenue with related parties from Astellas | 2,725 | 3,679 |
Total revenues | $ 4,171 | $ 7,653 |
Related Parties and Related P35
Related Parties and Related Party Transactions - Additional Information (Detail) | Jul. 27, 2016USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($)Installment | Oct. 31, 2016USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2017USD ($)Installmentshares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)Installment |
Related Party Transaction [Line Items] | |||||||||
Research and development revenue from related parties | $ 2,366,000 | $ 4,296,000 | |||||||
Related party accounts receivable | $ 24,000 | $ 910,000 | $ 24,000 | ||||||
Common stock, shares issued in period | shares | 1,438,557 | ||||||||
Aggregate purchase price | $ 17,355,000 | 0 | |||||||
Percentage of shared costs | 25.00% | ||||||||
Amgen [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Co-fund costs requirement value | $ 40,000,000 | 40,000,000 | |||||||
Co-invest option exercised amount | $ 30,000,000 | $ 10,000,000 | $ 40,000,000 | $ 10,000,000 | |||||
Percentage of incremental royalty receivable on annual net sales | 4.00% | 1.00% | 1.00% | ||||||
Number of quarterly installments of co-fund payments | Installment | 8 | 8 | 8 | ||||||
Co-invest option payment | $ 1,250,000 | 0 | |||||||
Research and development revenue from related parties | 900,000 | 600,000 | |||||||
Related party accounts receivable | $ 0 | 900,000 | $ 0 | ||||||
Pre-commercialization milestone payments eligible to receive | 300,000,000 | ||||||||
Amgen [Member] | Collaboration Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Co-invest option payment | 1,300,000 | ||||||||
Amgen [Member] | Galactic HF [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue recognized for milestones achieved | 26,700,000 | ||||||||
Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Research and development revenue from related parties | 2,725,000 | 3,679,000 | |||||||
Percentage of shared costs | 75.00% | ||||||||
Upfront Revenue Recognition | $ 50,000,000 | 50,000,000 | |||||||
Revenue Recognition over Performance Period | 44,200,000 | 44,200,000 | |||||||
Allocated Consideration | $ 94,200,000 | 94,200,000 | |||||||
2014 Agreement [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Upfront payment received | $ 30,000,000 | ||||||||
Amount received as milestone payment | $ 15,000,000 | ||||||||
Reimbursement costs | $ 0 | $ 2,000,000 | 3,700,000 | ||||||
Potential amount receivable under collaboration agreement | $ 20,000,000 | ||||||||
Research and development collaboration agreement period | 2 years | ||||||||
Common stock, shares issued in period | shares | 2,040,816 | ||||||||
Per share price of common stock | $ / shares | $ 4.90 | ||||||||
Aggregate purchase price | $ 10,000,000 | ||||||||
Common stock fair value | 9,100,000 | ||||||||
2014 Agreement [Member] | Astellas [Member] | License and Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred revenue | $ 900,000 | ||||||||
2014 Agreement [Member] | Astellas [Member] | License Revenue [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred revenue | $ 6,700,000 | ||||||||
2016 Astellas Amendment [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
License revenues | 900,000 | 0 | |||||||
Non-refundable option fee | $ 15,000,000 | ||||||||
Premium percentage | 100.00% | ||||||||
2016 Astellas Amendment [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred revenue | 23,100,000 | 26,000,000 | 23,100,000 | ||||||
Accounts receivable due from related parties | $ 0 | 0 | $ 0 | ||||||
Amount received as milestone payment | $ 15,000,000 | ||||||||
Reimbursement costs | 700,000 | 0 | |||||||
Potential amount receivable under collaboration agreement | 41,000,000 | ||||||||
Upfront amendment fee | 35,000,000 | ||||||||
2016 Astellas Amendment [Member] | Astellas [Member] | Phase 2 Clinical Development [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 35,800,000 | ||||||||
2016 Astellas Amendment [Member] | Astellas [Member] | Continuing Research Collaboration [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 5,200,000 | ||||||||
Maximum [Member] | Amgen [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Commercialization milestone payments eligible to receive | 300,000,000 | ||||||||
Maximum [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Research milestone payments | 2,000,000 | ||||||||
Maximum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | Tirasemtiv Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount received as milestone payment | 30,000,000 | ||||||||
Option exercise payment to be received | 80,000,000 | ||||||||
Maximum [Member] | Initial Indication [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Milestone payments to be received | 100,000,000 | ||||||||
Maximum [Member] | Subsequent Indication [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Milestone payments to be received | 50,000,000 | ||||||||
Minimum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 600,000,000 | ||||||||
Minimum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | Tirasemtiv Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Option exercise payment to be received | 25,000,000 | ||||||||
Proportional Performance Model [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
License revenues | 500,000 | $ 4,000,000 | |||||||
Non- neuromuscular Indications [Member] | Maximum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 95,000,000 | ||||||||
Commercial Milestones [Member] | Maximum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 200,000,000 | ||||||||
SMA and Other Neuromuscular Indications [Member] | Minimum [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Potential amount receivable under collaboration agreement | 100,000,000 | ||||||||
Tirasemtiv License [Member] | 2016 Astellas Amendment [Member] | Astellas [Member] | Tirasemtiv Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue recognized for milestones achieved | 15,000,000 | ||||||||
ALS License [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Upfront Revenue Recognition | 50,000,000 | 50,000,000 | |||||||
Revenue Recognition over Performance Period | 24,900,000 | 24,900,000 | |||||||
Allocated Consideration | 74,900,000 | 74,900,000 | |||||||
Research and ALS Development Services [Member] | Astellas [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Upfront Revenue Recognition | 0 | ||||||||
Revenue Recognition over Performance Period | 19,300,000 | ||||||||
Allocated Consideration | $ 19,300,000 | $ 19,300,000 |
Related Parties and Related P36
Related Parties and Related Party Transactions - Schedule of Arrangement Consideration under 2016 Amendment Related to CK-107 and Research (Detail) - Astellas [Member] - USD ($) $ in Millions | Jul. 27, 2016 | Mar. 31, 2017 |
Liability Related to Sale of Future Royalties [Line Items] | ||
Total upfront consideration | $ 50 | $ 50 |
Total committed consideration | 44.2 | 44.2 |
Total Consideration | 94.2 | $ 94.2 |
Amendment Fee [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Total upfront consideration | 35 | |
Accelerated Milestone Payment [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Total upfront consideration | 15 | |
Additional Research Services [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Total committed consideration | 5.1 | |
ALS Development Services [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Total committed consideration | $ 39.1 |
Related Parties and Related P37
Related Parties and Related Party Transactions - Schedule Represents Allocation of Arrangement Consideration, and Revenue Recognition (Detail) - Astellas [Member] - USD ($) $ in Millions | Jul. 27, 2016 | Mar. 31, 2017 |
Liability Related to Sale of Future Royalties [Line Items] | ||
Allocated Consideration | $ 94.2 | $ 94.2 |
Upfront Revenue Recognition | 50 | 50 |
Revenue Recognition over Performance Period | 44.2 | 44.2 |
ALS License [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Allocated Consideration | 74.9 | 74.9 |
Upfront Revenue Recognition | 50 | 50 |
Revenue Recognition over Performance Period | 24.9 | 24.9 |
Research and ALS Development Services [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Allocated Consideration | $ 19.3 | 19.3 |
Upfront Revenue Recognition | 0 | |
Revenue Recognition over Performance Period | $ 19.3 |
Cash Equivalents and Investme38
Cash Equivalents and Investments - Amortized Cost and Fair Value of Cash Equivalents and Available for Sale Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Cash Equivalents [Member] | Agency Bonds and Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 40,844 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 40,844 | |
Cash Equivalents [Member] | US Treasury Securities and Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 55,658 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 55,658 | |
Short-term Investments [Member] | U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 157,309 | |
Unrealized Gains | 3 | |
Unrealized Losses | (120) | |
Fair Value | 157,192 | |
Short-term Investments [Member] | U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 89,396 | |
Unrealized Gains | 2 | |
Unrealized Losses | (23) | |
Fair Value | 89,375 | |
Long-term Investments [Member] | Equity, U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 50,513 | |
Unrealized Gains | 179 | |
Unrealized Losses | (70) | |
Fair Value | $ 50,622 | |
Long-term Investments [Member] | Equity and U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 7,513 | |
Unrealized Gains | 176 | |
Unrealized Losses | (17) | |
Fair Value | $ 7,672 | |
Minimum [Member] | Short-term Investments [Member] | U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Apr. 30, 2017 | |
Minimum [Member] | Short-term Investments [Member] | U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Jan. 31, 2017 | |
Minimum [Member] | Long-term Investments [Member] | Equity, U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Apr. 30, 2018 | |
Minimum [Member] | Long-term Investments [Member] | Equity and U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Feb. 28, 2018 | |
Maximum [Member] | Short-term Investments [Member] | U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Mar. 31, 2018 | |
Maximum [Member] | Short-term Investments [Member] | U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Dec. 31, 2017 | |
Maximum [Member] | Long-term Investments [Member] | Equity, U.S. Treasury Securities and Agency Bonds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Aug. 31, 2018 | |
Maximum [Member] | Long-term Investments [Member] | Equity and U.S. Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Maturity Dates | Mar. 31, 2018 |
Cash Equivalents and Investme39
Cash Equivalents and Investments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cash and Cash Equivalents [Line Items] | |
Investments in continuous unrealized loss position for 12 months or longer | $ 0 |
U.S. Treasury Securities and Agency Bonds [Member] | |
Cash and Cash Equivalents [Line Items] | |
U.S. Treasury securities and agency bonds maturity start date | Apr. 1, 2017 |
U.S. Treasury securities and agency bonds maturity end date | Apr. 27, 2017 |
Cash Equivalents and Investme40
Cash Equivalents and Investments - Summary of Interest Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | ||
Interest income | $ 489 | $ 62 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | $ 248,658 | $ 152,705 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 38,345 | 52,657 |
U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 143,453 | 99,872 |
Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 179 | 176 |
Agency Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 66,681 | |
Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 50,622 | 7,672 |
Fair Value Measurements Using Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 181,977 | 152,705 |
Fair Value Measurements Using Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 38,345 | 52,657 |
Fair Value Measurements Using Level 1 [Member] | U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 143,453 | 99,872 |
Fair Value Measurements Using Level 1 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 179 | 176 |
Fair Value Measurements Using Level 1 [Member] | Agency Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | |
Fair Value Measurements Using Level 1 [Member] | Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 45,043 | 7,672 |
Fair Value Measurements Using Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 66,681 | 0 |
Fair Value Measurements Using Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 2 [Member] | U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 2 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 2 [Member] | Agency Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 66,681 | |
Fair Value Measurements Using Level 2 [Member] | Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 5,579 | 0 |
Fair Value Measurements Using Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 3 [Member] | U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 3 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Fair Value Measurements Using Level 3 [Member] | Agency Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | |
Fair Value Measurements Using Level 3 [Member] | Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 40,844 | 55,658 |
Cash and Cash Equivalents [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 38,345 | 55,658 |
Cash and Cash Equivalents [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 2,499 | 0 |
Cash and Cash Equivalents [Member] | Fair Value Measurements Using Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Short-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 157,192 | 89,375 |
Short-term Investments [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 98,589 | 89,375 |
Short-term Investments [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 58,603 | 0 |
Short-term Investments [Member] | Fair Value Measurements Using Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long term debt, fair value | $ 30,000,000 | $ 29,900,000 |
Fair Value Measurements Using Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets measured at fair value on a recurring basis | $ 0 | $ 0 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued liabilities: | ||
Clinical and preclinical costs | $ 12,202 | $ 10,092 |
Other payroll related | 2,174 | 1,888 |
Bonus | 1,156 | 3,800 |
Other accrued expenses | 1,971 | 1,595 |
Leasehold improvements | 0 | 672 |
Total accrued liabilities | $ 17,503 | $ 18,047 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt and Unamortized Debt Discount (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes payable, gross | $ 30,000 | $ 30,000 |
Less: Unamortized debt discount | (422) | (472) |
Accretion of final payment fee | 442 | 353 |
Carrying value of notes payable | 30,020 | 29,881 |
Long-term Debt, by current and noncurrent | ||
Carrying value of notes payable | 30,020 | 29,881 |
Less: Current portion of long-term debt | (4,825) | (2,500) |
Long-term debt | $ 25,195 | $ 27,381 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |||
Feb. 29, 2016USD ($)$ / sharesshares | Oct. 31, 2015USD ($)Installments$ / sharesshares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Warrants outstanding to purchase upon exercise of common stock | shares | 3,800,000 | ||||
Debt instrument, unamortized discount | $ 422,000 | $ 472,000 | |||
Interest expense | 3,052,000 | $ 563,000 | |||
Warrants to Purchase Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, unamortized discount | $ 600,000 | ||||
Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding to purchase upon exercise of common stock | shares | 68,285 | 65,189 | |||
Warrants exercise price | $ / shares | $ 6.59 | $ 6.90 | |||
Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan maximum borrowing capacity | $ 40,000,000 | ||||
Warrants outstanding to purchase upon exercise of common stock | shares | 65,189 | 100,106 | |||
Warrants exercise price | $ / shares | $ 6.90 | ||||
Proceeds from term loan | $ 15,000,000 | ||||
Remaining term loan borrowing | $ 25,000,000 | ||||
Interest rate description | The remaining term loans, if drawn, will bear interest at a rate fixed at the time of draw, equal to the greater of (i) 7.50% and (ii) the sum of the three month U.S. LIBOR rate plus 7.31%. | ||||
Loan repayment terms | The Company is required to repay the outstanding principal in 36 equal installments beginning October 2017 and is due in full in October 2020. | ||||
Number of installments description | 36 equal installments beginning October 2017 and is due in full in October 2020. | ||||
Debt instrument, installment end date | 2020-10 | ||||
Number of installments | Installments | 36 | ||||
Warrant exercisable term | 5 years | ||||
Warrant expiration condition | The warrants issued in the Loan Agreement became exercisable upon issuance and will remain exercisable for five years from issuance or the closing of a merger consolidation transaction in which the Company is not the surviving entity. | ||||
Final payment fee percentage | 4.00% | ||||
Interest expense | $ 700,000 | $ 600,000 | |||
Effective interest rate on the amounts borrowed under the Agreement | 9.30% | 9.30% | |||
Second Term Loan [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding to purchase upon exercise of common stock | shares | 68,285 | ||||
Warrants exercise price | $ / shares | $ 6.59 | ||||
Proceeds from term loan | $ 15,000,000 | ||||
Term loan interest rate | 7.50% | ||||
Within One Year [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of prepayment fee | 3.00% | ||||
Within Two Year [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of prepayment fee | 2.00% | ||||
Thereafter [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of prepayment fee | 1.00% | ||||
Term Loan Expired on March 2017 [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan interest rate | 7.50% | ||||
Term Loan Expired on March 2017 [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | Three Month U.S. LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan interest, LIBOR rate | 7.31% | ||||
Term Loan [Member] | Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan interest rate | 7.50% |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Minimum Payments under Loan Agreement (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Carrying value of notes payable | $ 30,020 | $ 29,881 |
Long-term debt, alternative | ||
Carrying value of notes payable | 30,020 | 29,881 |
Notes payable, gross | 30,000 | $ 30,000 |
Loan and Security Agreement [Member] | Oxford and Silicon Valley Bank [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2017 | 4,205 | |
2,018 | 11,743 | |
2,019 | 10,982 | |
2,020 | 8,938 | |
Carrying value of notes payable | 35,868 | |
Long-term debt, alternative | ||
Carrying value of notes payable | 35,868 | |
Less: Interest and final payment | (5,868) | |
Notes payable, gross | $ 30,000 |
Liabilities Related to Sale o47
Liabilities Related to Sale of Future Royalties - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Liability Related to Sale of Future Royalties [Line Items] | |||
Common stock, shares issued in period | 1,438,557 | ||
Proceeds from issuance of common stock to RPI | $ 17,355 | $ 0 | |
Transaction costs incurred in connection with the Royalty Monetization and RPI Common stock | 1,800 | ||
Royalty Purchase Agreement [Member] | |||
Liability Related to Sale of Future Royalties [Line Items] | |||
Cash payment under Royalty Agreement | $ 90,000 | 90,000 | |
Common stock, shares issued in period | 875,656 | ||
Proceeds from issuance of common stock to RPI | $ 10,000 | 10,000 | |
Fair value for the liability related to sale of future royalties | $ 96,700 | ||
Effective annual non-cash interest rate in calculating liability related to sale of future royalties | 17.00% | ||
Common stock fair value | $ 8,100 |
Liabilities Related to Sale o48
Liabilities Related to Sale of Future Royalties - Schedule Represents Allocation of Transaction Consideration on a Relative Fair Value Basis to the Liability and the Common Stock (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Liability Related to Sale of Future Royalties [Line Items] | |
Allocated Consideration | $ 100 |
Liability Related to Sale of Future Royalties [Member] | |
Liability Related to Sale of Future Royalties [Line Items] | |
Allocated Consideration | 92.3 |
Common Stock [Member] | |
Liability Related to Sale of Future Royalties [Line Items] | |
Allocated Consideration | $ 7.7 |
Liabilities Related to Sale o49
Liabilities Related to Sale of Future Royalties - Schedule Represents Activity Within Liabilities Related to Sale of Future Royalties (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Liability Related to Sale of Future Royalties [Line Items] | ||
Non-cash interest expense recognized | $ (2,307) | $ 0 |
Royalty Purchase Agreement [Member] | ||
Liability Related to Sale of Future Royalties [Line Items] | ||
Liability related to sale of future royalties beginning balance | 92,300 | |
Non-cash interest expense recognized | 2,295 | |
Liability related to sale of future royalties ending balance | 94,595 | |
Less: Unamortized transaction costs | (1,667) | |
Carrying value of liability related to sale of future royalties at March 31, 2017 | $ 92,928 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Sep. 04, 2015 | Mar. 31, 2017 | Jan. 31, 2017 | Mar. 31, 2016 | Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants purchase upon exercise of common stock | 3,800,000 | 3,800,000 | 3,800,000 | ||||||
Shares issued | 1,438,557 | ||||||||
Net proceeds of issuance of common stock | $ 17,355,000 | $ 0 | |||||||
Employee stock-based compensation expenses | $ 1,600,000 | $ 1,900,000 | |||||||
Loan and Security Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants purchase upon exercise of common stock | 68,285 | 65,189 | |||||||
Warrants purchase upon exercise of common stock, exercise price | $ 6.59 | $ 6.90 | |||||||
Fair value of common stock | $ 7 | ||||||||
Cantor Fitzgerald Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Commission rate | 3.00% | ||||||||
Shares issued | 2,246,750 | ||||||||
Net proceeds of issuance of common stock | $ 26,300,000 | ||||||||
Warrants to Purchase Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants purchase upon exercise of common stock | 184,119 | 184,119 | 184,119 | ||||||
Warrants purchase upon exercise of common stock, exercise price | $ 5.28 | $ 5.28 | $ 5.28 | ||||||
Number of issued shares of common stock related to cashless exercise of warrants | 108,581 | ||||||||
Warrants to Purchase Common Stock [Member] | Loan and Security Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrants | $ 288,000 | ||||||||
Contractual term | 5 years | ||||||||
Risk-free interest rate | 1.70% | ||||||||
Volatility of warrants | 75.00% | ||||||||
Number of issued shares of common stock related to cashless exercise of warrants | 16,126 | ||||||||
At-The-Market Issuance Sales Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum aggregated offer value of saleable and issuable shares | $ 40,000,000 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Warrants (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Class of Stock [Line Items] | |
Number of Shares | 3,800,000 |
Issued 6/25/2012 [Member] | |
Class of Stock [Line Items] | |
Number of Shares | 3,730,007 |
Exercise Price | $ / shares | $ 5.28 |
Expiration Date | Jun. 25, 2017 |
Issued 10/19/2015 [Member] | |
Class of Stock [Line Items] | |
Number of Shares | 48,892 |
Exercise Price | $ / shares | $ 6.90 |
Expiration Date | Oct. 19, 2020 |
Issued 02/10/2016 [Member] | |
Class of Stock [Line Items] | |
Number of Shares | 51,214 |
Exercise Price | $ / shares | $ 6.59 |
Expiration Date | Feb. 10, 2021 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Equity Incentive Plan (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant of Options or Awards, Beginning Balance | 1,588,300 |
Shares Available for Grant of Options or Awards, Options granted | 874,774 |
Shares Available for Grant of Options or Awards, Options exercised | 0 |
Shares Available for Grant of Options or Awards, Options forfeited/expired | 143,616 |
Shares Available for Grant of Options or Awards, Ending Balance | 930,642 |
Stock Options Outstanding, Beginning Balance | 5,192,813 |
Stock Options Outstanding, Options granted | 874,774 |
Stock Options Outstanding, Options forfeited/expired | (143,616) |
Stock Options Outstanding, Ending Balance | 5,904,974 |
Weighted Average Exercise Price per Share of Stock Options, Beginning Balance | $ / shares | $ 9.27 |
Weighted Average Exercise Price per Share of Stock Options, Options granted | $ / shares | 10.66 |
Weighted Average Exercise Price per Share of Stock Options, Options exercised | $ / shares | 6.83 |
Weighted Average Exercise Price per Share of Stock Options, Options forfeited/expired | $ / shares | 37.29 |
Weighted Average Exercise Price per Share of Stock Options, Ending Balance | $ / shares | $ 8.80 |
Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options Outstanding, Options exercised | (18,997) |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant of Options or Awards, Options granted | 0 |
Shares Available for Grant of Options or Awards, Restricted stock units forfeited | 0 |
Shares Available for Grant of Options or Awards, Restricted stock units granted | (269,000) |
Shares Available for Grant of Options or Awards, Restricted stock units forfeited | 342,500 |
Weighted Average Exercise Price per Share of Stock Options, Restricted stock units granted | $ / shares | $ 0 |
Weighted Average Exercise Price per Share of Stock Options, Restricted stock units forfeited | $ / shares | $ 0 |
Stockholders' Equity - Summar53
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units outstanding, Number of Shares, Beginning Balance | shares | 64,502 |
Restricted stock units granted, Number of Shares | shares | 269,000 |
Restricted stock units released, Number of Shares | shares | (43,500) |
Restricted stock units forfeited, Number of Shares | shares | 342,500 |
Restricted stock units outstanding, Number of Shares, Ending Balance | shares | 290,002 |
Restricted stock units outstanding, Weighted Average Award Date Fair Value per Share, Beginning Balance | $ / shares | $ 7.19 |
Restricted stock units granted, Weighted Average Award Date Fair Value per Share | $ / shares | 10.60 |
Restricted stock units released, Weighted Average Award Date Fair Value per Share | $ / shares | 6.67 |
Restricted stock units forfeited, Weighted Average Award Date Fair Value per Share | $ / shares | 0 |
Restricted stock units outstanding, Weighted Average Award Date Fair Value per Share, Ending Balance | $ / shares | $ 10.43 |
Stockholders' Equity - Summar54
Stockholders' Equity - Summary of Performance Stock Unit Activity (Detail) - Performance Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units outstanding, Number of Shares, Beginning Balance | shares | 685,000 |
Restricted stock units granted, Number of Shares | shares | 0 |
Restricted stock units released, Number of Shares | shares | (171,250) |
Restricted stock units forfeited, Number of Shares | shares | (342,500) |
Restricted stock units outstanding, Number of Shares, Ending Balance | shares | 171,250 |
Restricted stock units outstanding, Weighted Average Award Date Fair Value per Share, Beginning Balance | $ / shares | $ 7 |
Performance stock units granted, Weighted Average Award Date Fair Value per Share | $ / shares | 0 |
Restricted stock units released, Weighted Average Award Date Fair Value per Share | $ / shares | 7 |
Restricted stock units forfeited, Weighted Average Award Date Fair Value per Share | $ / shares | 7 |
Restricted stock units outstanding, Weighted Average Award Date Fair Value per Share, Ending Balance | $ / shares | $ 7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($)Installment | Mar. 31, 2017USD ($)Installment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)Installment | |
Other Commitments [Line Items] | |||||
Non-cancelable operating lease expiration year | 2,018 | ||||
Non-cancelable operating lease additional extension period | 3 years | ||||
Rent expense | $ 0.9 | $ 0.8 | |||
Amgen [Member] | |||||
Other Commitments [Line Items] | |||||
Co-invest option exercised amount | $ 30 | $ 10 | $ 40 | $ 10 | |
Percentage of incremental royalty receivable on annual net sales | 4.00% | 1.00% | 1.00% | ||
Number of quarterly installments of co-fund payments | Installment | 8 | 8 | 8 | ||
Co-fund costs requirement value | $ 40 | $ 40 |
Commitments and Contingencies56
Commitments and Contingencies - Future Minimum Payments for Co-investment (Detail) - Amgen [Member] $ in Thousands | Mar. 31, 2017USD ($) |
Other Commitments [Line Items] | |
Remainder of 2017 | $ 18,750 |
2,018 | 18,750 |
Total | $ 37,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 0 |
Percentage of income tax likely to be realized | 50.00% |