Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CYTK | |
Entity Registrant Name | CYTOKINETICS INC | |
Entity Central Index Key | 0001061983 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 000-50633 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3291317 | |
Entity Address, Address Line One | 280 East Grand Avenue | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 624-3000 | |
Entity Common Stock, Shares Outstanding | 59,469,525 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 49,776 | $ 36,433 |
Short-term investments | 170,930 | 188,679 |
Accounts receivable | 2,704 | 5,163 |
Prepaid expenses and other current assets | 2,528 | 3,477 |
Total current assets | 225,938 | 233,752 |
Long-term investments | 16,510 | 42,650 |
Property and equipment, net | 5,162 | 4,530 |
Operating lease right-of-use assets and other assets | 8,972 | 8,882 |
Total assets | 256,582 | 289,814 |
Current liabilities: | ||
Accounts payable | 3,527 | 8,160 |
Accrued liabilities | 9,677 | 12,123 |
Short-term lease liability | 5,030 | 4,616 |
Other current liabilities | 2,507 | 1,124 |
Total current liabilities | 20,741 | 26,023 |
Term loan, net | 45,340 | 45,052 |
Convertible notes, net | 85,455 | 84,205 |
Liability related to the sale of future royalties, net | 148,983 | 143,276 |
Long-term lease liability | 1,774 | 2,195 |
Total liabilities | 302,293 | 300,751 |
Commitments and contingencies | 0 | 0 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value | 0 | 0 |
Common stock, $0.001 par value | 59 | 59 |
Additional paid-in capital | 857,038 | 853,341 |
Accumulated other comprehensive income | 1,613 | 679 |
Accumulated deficit | (904,421) | (865,016) |
Total stockholders’ deficit | (45,711) | (10,937) |
Total liabilities and stockholders’ deficit | $ 256,582 | $ 289,814 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 3,825 | $ 8,464 |
Operating expenses: | ||
Research and development | 21,738 | 23,545 |
General and administrative | 12,449 | 9,437 |
Total operating expenses | 34,187 | 32,982 |
Operating loss | (30,362) | (24,518) |
Interest expense | (4,077) | (1,170) |
Non-cash interest expense on liability related to the sale of future royalties | (5,689) | (4,819) |
Interest and other income, net | 723 | 1,141 |
Net loss | $ (39,405) | $ (29,366) |
Net loss per share — basic and diluted | $ (0.66) | $ (0.54) |
Weighted-average number of shares used in computing net loss per share — basic and diluted | 59,270 | 54,821 |
Other comprehensive income: | ||
Unrealized gain on available-for-sale securities, net | $ 934 | $ 106 |
Comprehensive loss | (38,471) | (29,260) |
Research and Development Revenues [Member] | ||
Revenues: | ||
Total revenues | $ 3,825 | $ 8,464 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2018 | $ 25,934 | $ 55 | $ 768,703 | $ 500 | $ (743,324) |
Beginning Balance, shares at Dec. 31, 2018 | 54,717,906 | ||||
Exercise of stock options, value | 31 | $ 0 | 31 | 0 | 0 |
Exercise of stock options, shares | 5,116 | ||||
Vesting of restricted stock units, net of taxes withheld, value | (732) | $ 0 | (732) | 0 | 0 |
Vesting of restricted stock units, net of taxes withheld, shares | 165,347 | ||||
Stock-based compensation | 2,282 | $ 0 | 2,282 | 0 | 0 |
Issuance of common stock under at-the-market offering, net of issuance costs | 5,117 | $ 0 | 5,117 | 0 | 0 |
Issuance of common stock under at-the-market offering, net of issuance costs, shares | 562,811 | ||||
Other comprehensive income | 106 | $ 0 | 0 | 106 | 0 |
Net loss | (29,366) | 0 | 0 | 0 | (29,366) |
Ending Balance at Mar. 31, 2019 | 3,372 | $ 55 | 775,401 | 606 | (772,690) |
Ending Balance, shares at Mar. 31, 2019 | 55,451,180 | ||||
Beginning Balance at Dec. 31, 2019 | (10,937) | $ 59 | 853,341 | 679 | (865,016) |
Beginning Balance, shares at Dec. 31, 2019 | 59,172,124 | ||||
Exercise of stock options, value | 93 | $ 0 | 93 | 0 | 0 |
Exercise of stock options, shares | 12,165 | ||||
Vesting of restricted stock units, net of taxes withheld, value | (2,255) | $ 0 | (2,255) | 0 | 0 |
Vesting of restricted stock units, net of taxes withheld, shares | 274,563 | ||||
Stock-based compensation | 3,524 | $ 0 | 3,524 | 0 | 0 |
Claims settlement under Section 16(b) | 2,151 | 0 | 2,151 | 0 | 0 |
Issuance of warrants | 184 | 0 | 184 | 0 | 0 |
Other comprehensive income | 934 | 0 | 0 | 934 | 0 |
Net loss | (39,405) | 0 | 0 | 0 | (39,405) |
Ending Balance at Mar. 31, 2020 | $ (45,711) | $ 59 | $ 857,038 | $ 1,613 | $ (904,421) |
Ending Balance, shares at Mar. 31, 2020 | 59,458,852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (39,405) | $ (29,366) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense on liability related to sale of future royalties | 5,706 | 4,819 |
Non-cash stock-based compensation expense | 3,524 | 2,282 |
Depreciation and amortization of property and equipment | 408 | 286 |
Interest receivable and amortization on investments | 293 | (533) |
Non-cash interest expense related to debt | 1,724 | 183 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,459 | (1,934) |
Contract assets | 0 | 2,082 |
Prepaid and other assets | 949 | (983) |
Operating lease right-of-use assets | 1,016 | 856 |
Accounts payable | (4,633) | (1,217) |
Accrued and other liabilities | (1,064) | (2,466) |
Operating lease liabilities | (1,112) | (916) |
Net cash used in operating activities | (30,135) | (26,907) |
Cash flows from investing activities: | ||
Purchases of investments | (10,592) | (41,295) |
Sales and maturities of investments | 55,122 | 61,196 |
Purchases of property and equipment | (1,041) | (257) |
Net cash provided by investing activities | 43,489 | 19,644 |
Cash flows from financing activities: | ||
Proceeds from and payments for stock based award activities, net | (2,162) | (701) |
Claims settlement under Section 16(b) | 2,151 | 0 |
Issuance of common stock under at-the-market offering, net of issuance costs | 0 | 5,117 |
Net cash (used in) provided by financing activities | (11) | 4,416 |
Net increase (decrease) in cash and cash equivalents | 13,343 | (2,847) |
Cash and cash equivalents, beginning of period | 36,433 | 42,256 |
Cash and cash equivalents, end of period | 49,776 | 39,409 |
Non-cash investing and financing activities: | ||
Right-of-use assets recognized in exchange for lease obligations | $ 1,106 | $ 10,686 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Note 1 — Organization and Significant Accounting Policies 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. Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of $904.4 million since inception and there can be no assurance that we will attain profitability. The Company anticipates that it will have operating losses and net cash outflows in future periods. We are 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 our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sale of future royalties, debt financing arrangements and issuances, government grants and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity and debt securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. As a result, we may choose to raise additional capital through equity or debt financings to continue to fund operations in the future. We 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 our 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 our future financial results, financial position and cash flows. Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months from the filing date of this Quarterly Report on Form 10-Q. If, at any time, our prospects for financing research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing funding of one or more of our research or development programs. Alternatively, we 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. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation Our condensed consolidated financial statements include the accounts of Cytokinetics and our 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 and Rule 10-01 of Regulation S-X. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us 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 condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, investments, accrued research and development expenses, other long-lived assets, stock-based compensation, operating lease assets and liabilities, and the valuation of deferred tax assets. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. ASU 2016-13 also eliminates the concept of “other-than-temporary” impairment when evaluating available-for-sale debt securities and instead focuses on determining whether any impairment is a result of a credit loss or other factors. An entity will recognize an allowance for credit losses on available-for-sale debt securities rather than an other-than-temporary impairment that reduces the cost basis of the investment. ASU 2016-13 In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Collaborative Arrangements Revenue from Contracts with Customers In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 2 — Net Loss Per Share We excluded the following from diluted net loss per share because inclusion would have been antidilutive (in thousands): March 31, 2020 March 31, 2019 Options to purchase common stock 9,092 5,844 Warrants to purchase common stock 187 142 Restricted stock and performance units 1,134 881 Shares issuable related to the ESPP 60 85 Shares issuable upon conversion of convertible notes 16,675 — Total shares 27,148 6,952 |
Research and Development Arrang
Research and Development Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Research And Development [Abstract] | |
Research and Development Arrangements | Note 3 — Research and Development Arrangements Amgen Inc. (“Amgen”) We and Amgen continue activities related to novel small molecule therapeutics, including omecamtiv mecarbil, that activate cardiac muscle contractility for potential applications in the treatment of heart failure under the collaboration and option agreement between the Company and Amgen dated December 29, 2006, as amended (the “Amgen Agreement”). Under the Amgen Agreement, we are eligible to receive over $300.0 million in additional development milestone payments based on various clinical milestones, including the initiation of certain clinical studies, the submission of an application for marketing authorization for a drug candidate to certain regulatory authorities and the receipt of such approvals. Additionally, we are 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, we cannot estimate if and when these milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be constrained and exclude the milestone payments from the transaction price. In 2018, we paid Amgen $18.8 million and completed the exercise of our option under the Amgen Agreement to co-invest $40.0 million in the Phase 3 development program of omecamtiv mecarbil in exchange for a total incremental royalty from Amgen of up to 4% on increasing worldwide sales of omecamtiv mecarbil outside Japan (the “Co-Invest Option”). We recognize research and development revenue for reimbursements from Amgen of both internal costs of certain full-time employee equivalents and other costs related to the Amgen Agreement. Research and development revenue from Amgen of $2.3 million and $4.2 million M E T E O R I C H F We had accounts receivable of $2.3 million from Amgen as of March 31, 2020 and $3.3 million as of December 31, 2019. Astellas Pharma Inc. (“Astellas”) We and Astellas entered into that certain License and Collaboration Agreement, dated June 21, 2013 (as subsequently amended and restated, the “Astellas Agreement”) focused on the research, development, and commercialization of skeletal muscle activators. In 2014, we and Astellas amended and restated the Astellas Agreement and expanded the objective of the collaboration to include spinal muscular atrophy (“SMA”) and potentially other neuromuscular indications for reldesemtiv and other fast skeletal muscle troponin activators (“FSTAs”). In 2016, we and Astellas amended the Astellas Agreement (the “2016 Astellas Amendment”) to expand the collaboration to include the development of reldesemtiv for the potential treatment of amyotrophic lateral sclerosis (“ALS”), as well as the possible development in ALS of other FSTAs previously licensed by us to Astellas, and Astellas paid us a $35.0 million non-refundable upfront amendment fee and an accelerated $15.0 million milestone payment for the initiation of the first Phase 2 clinical trial of reldesemtiv in ALS that was otherwise provided for in the Astellas Agreement, as if such milestone had been achieved upon the execution of the 2016 Astellas Amendment, and committed research and development consideration of $44.2 million, for total consideration of $94.2 million. On April 23, 2020, we and Astellas entered into the two agreements referenced below which, taken together, amend and restate the Company’s research, development and commercialization collaboration with Astellas under the Astellas Agreement. Fast Skeletal Regulatory Activator Agreement The Company and Astellas entered into that certain Fast Skeletal Regulatory Activator Agreement, dated April 23, 2020 (the “Astellas FSRA Agreement”). As a result of the Astellas FSRA Agreement, the Company will now have exclusive control and responsibility for the Company's future development and commercialization of reldesemtiv, CK-601 and other fast skeletal regulatory activator (collectively “FSRA”) compounds and products, and accordingly, Astellas has agreed to terminate its license to all FSRA compounds and related products. Under the Astellas FSRA Agreement, Astellas has agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s potential Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million. In addition, Astellas has agreed to non-cash contributions to the Company, which include the transfer of its existing inventories of active pharmaceutical ingredient of reldesemtiv and CK-601. Astellas has also agreed to the continued conduct of ongoing stability studies pertaining to such existing inventories of active pharmaceutical ingredient, at Astellas’ cost. In exchange, the Company will pay Astellas a low- to mid- single digit royalty on sales of reldesemtiv in the United States, Canada, United Kingdom and the European Union until the later of (i) ten years following the first commercial sale of such product in a major market country, or (ii) December 31, 2034, subject to certain royalty reduction provisions. The Company would not owe Astellas royalties on sales of reldesemtiv in any other country, or on the sale of any FSRA compounds or related products other than reldesemtiv. License and Collaboration Agreement for Other Skeletal Sarcomere Activators The Company and Astellas also entered into that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020 (the “Astellas OSSA Agreement”), which is an amendment and restatement of the Astellas Agreement and removes the FSRA compounds and related products from the collaboration. Under the Astellas OSSA Agreement, additional research and early and late state development milestone payments for research and clinical milestones, including the initiation of certain clinical studies, the submission of an application for marketing authorization for a drug candidate to certain regulatory authorities and the commercial launch of collaboration products could total up to $250.0 million, except under certain scenarios. Additionally, $200.0 million in commercial milestones could be received under the Astellas OSSA Agreement provided certain sales targets are met. We are eligible to receive $1.0 million in research milestone payments under the collaboration for each future potential drug candidate. 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 could be achieved or become due. We continue to recognize research revenue for reimbursements from Astellas of internal costs of certain full-time employee equivalents, supporting collaborative research and development programs, and of other costs related to those programs. Research and development revenue from Astellas was $1.5 million and $4.3 million in the first quarters of 2020 and 2019, respectively. We had no accounts receivable from Astellas as of $1.9 million . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 — Fair Value Measurements We value our financial assets and liabilities at fair value, 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). We utilize market data or assumptions that we believe 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. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of fair value. We classify fair value based on the observability of those inputs using a 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): 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: The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands): March 31, 2020 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 46,538 $ — $ — $ 46,538 U.S. Treasury securities Level 1 115,391 1,047 — 116,438 Agency bonds Level 2 28,391 83 — 28,474 Commercial paper Level 2 6,227 5 — 6,232 Corporate obligations Level 2 35,754 8 (103 ) 35,659 $ 232,301 $ 1,143 $ (103 ) $ 233,341 December 31, 2019 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 31,535 $ — $ — $ 31,535 U.S. Treasury securities Level 1 134,845 72 (1 ) 134,916 Agency bonds Level 2 47,024 23 (9 ) 47,038 Commercial paper Level 2 10,435 4 — 10,439 Corporate obligations Level 2 40,426 24 (7 ) 40,443 $ 264,265 $ 123 $ (17 ) $ 264,371 Interest income, net was $0.7 million and $1.1 million in the first quarters of 2020 and 2019, respectively. Investments available for sale as of March 31, 2020 and December 31, 2019 exclude an investment in equity classified as a Level 1 investment in our short-term investments with a fair value of $0.6 million and $1.0 million, respectively. In the first quarters of 2020 and 2019, we recognized an unrealized loss of $0.4 million and an immaterial unrealized gain, respectively. As of March 31, 2020, unrealized losses were not due to changes in credit risk and we believe investments with an unrealized loss would be held until maturity . No credit losses on debt securities were recorded during the three-month periods ended March 31, 2020 and March 31, 2019. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery. The carrying amount of our 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, 2020, the fair value of our term loan approximated its carrying value of $45.3 million, because it is carried at a market observable interest rate, which is a Level 2 input (see Note 7 – “Debt”). As of March 31, 2020, the estimated fair value of our convertible notes was $181.5 million and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes (see Note 7 – “Debt”). As of March 31, 2020, the fair value of the liability related to the sale of future royalties is based on our current estimates of future royalties expected to be paid to RPI Finance Trust (“RPI”), an entity related to Royalty Pharma, over the life of the arrangement, which are considered Level 3 inputs (See Note 8 – “Liability Related to Sale of Future Royalties”). There were no |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5 — Balance Sheet Components Accrued liabilities were as follows (in thousands): March 31, 2020 December 31, 2019 Accrued liabilities: Clinical and preclinical costs $ 2,446 $ 2,215 Compensation related 5,229 8,343 Other accrued expenses 2,002 1,565 Total accrued liabilities $ 9,677 $ 12,123 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 6 — Leases The lease for our existing facilities expires in 2021 and includes rental payments on a graduated scale and payment of certain operating expenses. As of March 31, 2020, the remaining lease term is 1.3 years and the discount rate used to determine the operating lease liability was 9.0%. In July 2019, we amended the lease agreement in connection with our leasing of additional premises within the same office location (the “Expansion Lease”) for 9,530 square feet of an office space. The Expansion Lease has an initial term of 39 months, and commenced in January 2020. As of March 31, 2020, the remaining lease term of the Expansion Lease is 3.0 years and the discount rate used to determine the operating lease liability was 11.5% . In July 2019, we entered into a lease agreement for approximately 234,892 square feet of office and laboratory space at a facility located in South San Francisco, California (the “Oyster Point Lease”). The lease has an initial term of twelve years and may commence as early as September 2021. We have two consecutive five-year options to extend the lease. Subject to rent abatement for the first two months of the lease, we will be required to pay $5.45 per square foot for 159,891 square feet for the first twelve months of the lease term, which will increase at a rate of 3.5% per year. After the first twelve months of the lease, rent will be payable on the entire leased square footage. A refundable security deposit of $5.1 million is also required as part of the lease. We paid fifty percent of the security deposit amount on December 31, 2019 and the remaining fifty percent is due in January 2021. The landlord will provide a tenant improvement allowance of $43.6 million for costs relating to the initial design and construction of the improvements. We will pay certain operating costs of the facility and have certain rights to sublease under the agreement. The Company has not recognized a right-of-use asset or aggregate lease liability as of March 31, 2020 for the Oyster Point Lease as the underlying assets were unavailable for use by the Company at any time in the period ended March 31, 2020. The undiscounted future non- cancellable lease payments under all of our lease agreements as of March 31, 2020 is as follows (in thousands): Years ending December 31: 2020 remainder $ 3,951 2021 4,616 2022 12,694 2023 16,195 2024 16,648 Thereafter 170,919 Total undiscounted future lease payments 225,023 Less: Undiscounted lease payments related to Oyster Point Lease (217,667 ) Less: Present value adjustments (552 ) Total lease liability $ 6,804 Cash paid for amounts included in the measurement of lease liabilities for the first quarter of 2020 was $2.0 million Rent expense was $1.4 million and $1.3 million for the first quarters in 2020 and 2019, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 — Debt Term Loan Prior to May 17, 2019 we maintained a loan and security agreement dated as of October 19, 2015, as amended (the “Original Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (Oxford and SVB, collectively the “Lenders”) to fund our working capital and other general corporate needs. Subsequently, we and the Lenders entered into that certain Loan and Security Agreement, dated May 17, 2019, as amended, (the “Term Loan Agreement”) pursuant to which the Lenders made available to us a $45.0 million loan (the “Term Loan”). The proceeds of the Term Loan were used in part to repay in full all amounts outstanding under the Original Loan Agreement, an aggregate principal amount of $42.0 million. The Term Loan was accounted for as a debt modification in a non-troubled debt restructuring, rather than a debt extinguishment, based on a comparison of the present value of the cash flows under the terms of the debt immediately before and after the effective date of the Term Loan, which resulted in a change of less than 10%. As a result, issuance costs paid to the Lenders in connection with the Term Loan were recorded as a reduction of the carrying amount of the debt liability and were not significant. Unamortized issuance costs as of the date of the modification were amortized to interest expense over the repayment term of Term Loan. Both borrowings under the Original Loan Agreement and Term Loan Agreement bear interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate. The borrowing under the Original Loan Agreement was repayable in monthly interest-only payments through November 2019 followed by 35 months of monthly payments of interest and principal. The borrowing under the Term Loan Agreement was initially repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for CK-274 in cardiomyopathy and could potentially be extended through December 31, 2021 if positive results are achieved in the Phase 3 GALACTIC-HF trial for omecamtiv mecarbil in chronic heart failure, in form and content reasonably acceptable to the Lenders. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023 We are required to make a final payment upon loan maturity of 6.00% of the notes payable, which we accrete over the life of the Term Loan. Our obligations under the Term Loan Agreement are secured by substantially all our current and future assets, other than our intellectual property. Interest expense for the Term Loan for the first quarters of 2020 and 2019 was $1.2 million and $1.2 million, respectively. As of March 31, 2020, the interest rate applicable to borrowings under the Term Loan was 8.05% The Term Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to us and includes customary events of default, including but not limited to the nonpayment of principal or interest, violations of covenants and material adverse changes. Upon an event of default, the Lenders may, among other things, accelerate the loans and foreclose on the collateral. Our obligations under the Term Loan Agreement are secured by substantially all our current and future assets, other than our intellectual property. If the Term Loan becomes subject to mandatory prepayment under these provisions, we are subject to certain prepayment premiums of 3.00% in the first year, 2.00% in the second year and 1.00% in the third year and thereafter. We determined that these contingent prepayment provisions were an embedded component that qualified as a derivative which should be bifurcated from the Term Loan and accounted for separately from the host contract. As of March 31, 2020, the fair value of this embedded derivative was immaterial. Future minimum payments under the Term Loan Agreement are (in thousands): Years ending December 31: 2020 remainder $ 2,785 2021 12,519 2022 20,264 2023 23,381 Future minimum payments 58,949 Less: Interest and final payment (13,949 ) Term Loan, gross $ 45,000 Convertible Notes On November 13, 2019, the Company issued $138.0 million aggregate principal amount of 2026 Notes. The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0% per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020. The 2026 Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The 2026 Notes will mature on November 15, 2026, unless earlier repurchased or redeemed by the Company or converted at the option of the holders. The Company may redeem the 2026 Notes prior to the maturity date but is not required to and no sinking fund is provided for the 2026 Notes. The 2026 Notes may be converted, under certain circumstances as described below, based on an initial conversion rate of 94.7811 shares of common stock per $1,000 principal amount (which represents an initial conversion price of $10.55 per share). The conversion rate for the 2026 Notes will be subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change. The Company received approximately $133.9 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the 2026 Notes. The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate. The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components. The carrying amount of the liability component of approximately $84.2 million was calculated by using a discount rate of 12.0%, which was estimated to be the Company’s borrowing rate on the date of the issuance of the notes for a similar debt instrument without the conversion feature. The carrying amount of the equity component of approximately $49.5 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component of the 2026 Notes is included in additional paid-in capital in the consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the 2026 Notes and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes. Debt issuance costs for the issuance of the 2026 Notes were approximately $5.0 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the 2026 Notes. Transaction costs attributable to the liability component were approximately $3.1 million, were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheet) and are being amortized to interest expense over the term of the 2026 Notes. The transaction costs attributable to the equity component were approximately $1.9 million and were netted with the equity component in stockholders’ equity. As of March 31, 2020, the unamortized debt issuance cost for the 2026 Notes was $3.0 million on the consolidated balance sheet. The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands): Three Months Ended March 31, 2020 Contractual interest expense $ 1,380 Amortization of debt discount 1,237 Amortization of debt issuance costs 12 Total interest costs recognized $ 2,629 The effective interest rate on the liability component of the 2026 Notes was 12.5% for the year ended March 31, 2020, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $49.5 million as of March 31, 2020, and will be amortized over approximately 6.7 years. The if-converted value of the 2026 Notes exceeded its principal amount by $58.6 million as of March 31, 2020. Capped Call Transactions In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions with one of the underwriters in the offering or its affiliate. The Company used approximately $13.4 million of the net proceeds from the offering of the 2026 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the terms of the capped call transactions at the time of exercise, is greater than the strike price of the capped call transactions (which initially corresponds to the initial conversion price of the 2026 Notes, and is subject to certain adjustments), with such reduction and/or offset subject to a cap initially equal to approximately $14.07 (which represents a premium of approximately 70% over the last reported sale price of the Company’s common stock on November 7, 2019), subject to certain adjustments. The capped call transactions are separate transactions, entered into by the Company and are not part of the terms of the 2026 Notes. Given that the transactions meet certain accounting criteria, the convertible note capped call transactions are recorded in stockholders’ equity, and they are not accounted for as derivatives and are not remeasured each reporting period. As of March 31, 2020, the Company had not purchased any shares under the convertible note capped call transactions. |
Liability Related to Sale of Fu
Liability Related to Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Liability Related to Sale of Future Royalties | Note 8 — Liability Related to Sale of Future Royalties In February 2017, we entered into a Royalty Purchase Agreement (the “Royalty Agreement”), under which we sold a portion of our right to receive royalties on potential net sales of omecamtiv mecarbil (and potentially other compounds with the same mechanism of action) under the Amgen Agreement 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. We recognized $5.7 million and $4.8 million in non-cash interest expense in the three months ended March 31, 2020 and 2019, respectively, |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 — Stockholders’ Equity Warrants During the first quarter of 2020, in connection with the Term Loan Agreement further described in Note 7, we issued a warrant with an exercise price of $10.42 per share to purchase 21,595 shares of our common stock. The warrant was issued in connection with achieving the interest-only extension milestone 1 in the Term Loan Agreement. The warrant was fully exercisable and expires in January 2030. The $0.2 million fair value of the warrant related to the Term Loan was recorded as interest expense in the period. As of March 31, 2020, we had outstanding warrants issued pursuant to the Original Loan Agreement and Term Loan Agreement with a weighted average exercise price of $7.62 per share to purchase 187,019 shares of our common stock. Claims settlement In the first quarter of 2020, we received $2.2 million from a claims settlement with certain institutional investors that were beneficial owners of our common stock related to the disgorgement of short swing profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us 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 condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, investments, accrued research and development expenses, other long-lived assets, stock-based compensation, operating lease assets and liabilities, and the valuation of deferred tax assets. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. ASU 2016-13 also eliminates the concept of “other-than-temporary” impairment when evaluating available-for-sale debt securities and instead focuses on determining whether any impairment is a result of a credit loss or other factors. An entity will recognize an allowance for credit losses on available-for-sale debt securities rather than an other-than-temporary impairment that reduces the cost basis of the investment. ASU 2016-13 In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Collaborative Arrangements Revenue from Contracts with Customers In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Instruments Excluded from the Computation of Diluted Net Loss Per Share | We excluded the following from diluted net loss per share because inclusion would have been antidilutive (in thousands): March 31, 2020 March 31, 2019 Options to purchase common stock 9,092 5,844 Warrants to purchase common stock 187 142 Restricted stock and performance units 1,134 881 Shares issuable related to the ESPP 60 85 Shares issuable upon conversion of convertible notes 16,675 — Total shares 27,148 6,952 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis | The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands): March 31, 2020 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 46,538 $ — $ — $ 46,538 U.S. Treasury securities Level 1 115,391 1,047 — 116,438 Agency bonds Level 2 28,391 83 — 28,474 Commercial paper Level 2 6,227 5 — 6,232 Corporate obligations Level 2 35,754 8 (103 ) 35,659 $ 232,301 $ 1,143 $ (103 ) $ 233,341 December 31, 2019 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 31,535 $ — $ — $ 31,535 U.S. Treasury securities Level 1 134,845 72 (1 ) 134,916 Agency bonds Level 2 47,024 23 (9 ) 47,038 Commercial paper Level 2 10,435 4 — 10,439 Corporate obligations Level 2 40,426 24 (7 ) 40,443 $ 264,265 $ 123 $ (17 ) $ 264,371 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities were as follows (in thousands): March 31, 2020 December 31, 2019 Accrued liabilities: Clinical and preclinical costs $ 2,446 $ 2,215 Compensation related 5,229 8,343 Other accrued expenses 2,002 1,565 Total accrued liabilities $ 9,677 $ 12,123 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Undiscounted Future Non-cancellable Lease Payments under the Lease Agreements | Years ending December 31: 2020 remainder $ 3,951 2021 4,616 2022 12,694 2023 16,195 2024 16,648 Thereafter 170,919 Total undiscounted future lease payments 225,023 Less: Undiscounted lease payments related to Oyster Point Lease (217,667 ) Less: Present value adjustments (552 ) Total lease liability $ 6,804 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Payments under Term Loan Agreement | Future minimum payments under the Term Loan Agreement are (in thousands): Years ending December 31: 2020 remainder $ 2,785 2021 12,519 2022 20,264 2023 23,381 Future minimum payments 58,949 Less: Interest and final payment (13,949 ) Term Loan, gross $ 45,000 |
Schedule of Interest Cost Relating to 2026 Notes | The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands): Three Months Ended March 31, 2020 Contractual interest expense $ 1,380 Amortization of debt discount 1,237 Amortization of debt issuance costs 12 Total interest costs recognized $ 2,629 |
Organization and Significant _3
Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Accumulated deficit incurred | $ (904,421) | $ (865,016) |
Cash requirements term | 12 months |
Net Loss Per Share - Instrument
Net Loss Per Share - Instruments Excluded from Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 27,148 | 6,952 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 9,092 | 5,844 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 187 | 142 |
Restricted Stock and Performance Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 1,134 | 881 |
Shares Issuable Related to the ESSP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 60 | 85 |
Shares Issuable Upon Conversion of Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 16,675 | 0 |
Research and Development Arra_2
Research and Development Arrangements - Additional Information (Details) - USD ($) | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2019 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | $ 3,825,000 | $ 8,464,000 | ||||
Accounts receivable | 2,704,000 | $ 5,163,000 | ||||
Research and Development Revenues [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | 3,825,000 | 8,464,000 | ||||
Amgen [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Co-invest option payment | $ 18,800,000 | |||||
Co-invest option exercised amount | $ 40,000,000 | |||||
Percentage of incremental royalty receivable on annual net sales | 4.00% | |||||
Amgen [Member] | Research and Development Revenues [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | 2,300,000 | 4,200,000 | ||||
Accounts receivable | 2,300,000 | 3,300,000 | ||||
Astellas [Member] | 2016 Astellas Amendment [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognition, Non-refundable upfront amendment fee | $ 35,000,000 | |||||
Amount received as milestone payment | 15,000,000 | |||||
Revenue recognition over performance period | 44,200,000 | |||||
Allocated consideration | $ 94,200,000 | |||||
Astellas [Member] | Research and Development Revenues [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | 1,500,000 | $ 4,300,000 | ||||
Astellas OSSA Agreement [Member] | 2016 Astellas Amendment [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Research milestone payments | 1,000,000 | |||||
Accounting Standards Update 2014-09 [Member] | Astellas [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Accounts receivable | 0 | $ 1,900,000 | ||||
Amgen [Member] | Accounting Standards Update 2014-09 [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Pre-commercialization milestone payments eligible to receive | 300,000,000 | |||||
Maximum [Member] | Astellas FSRA Agreement [Member] | 2016 Astellas Amendment [Member] | Subsequent Event [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Payment of development costs for clinical trials of reldesemtiv | $ 12,000,000 | |||||
Maximum [Member] | Astellas OSSA Agreement [Member] | 2016 Astellas Amendment [Member] | Commercial Milestones [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Potential amount receivable under collaboration agreement | 200,000,000 | |||||
Maximum [Member] | Amgen [Member] | Accounting Standards Update 2014-09 [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Commercialization milestone payments eligible to receive | 300,000,000 | |||||
Minimum [Member] | Astellas OSSA Agreement [Member] | 2016 Astellas Amendment [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Potential amount receivable under collaboration agreement | $ 250,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Cash and Cash Equivalents and Investments [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 232,301 | $ 264,265 |
Unrealized Gains | 1,143 | 123 |
Unrealized Losses | (103) | (17) |
Fair Value | 233,341 | 264,371 |
Money Market Funds [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 46,538 | 31,535 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 46,538 | 31,535 |
U.S. Treasury Securities [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 115,391 | 134,845 |
Unrealized Gains | 1,047 | 72 |
Unrealized Losses | 0 | (1) |
Fair Value | 116,438 | 134,916 |
Agency Bonds [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 28,391 | 47,024 |
Unrealized Gains | 83 | 23 |
Unrealized Losses | 0 | (9) |
Fair Value | 28,474 | 47,038 |
Commercial Paper [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 6,227 | 10,435 |
Unrealized Gains | 5 | 4 |
Unrealized Losses | 0 | 0 |
Fair Value | 6,232 | 10,439 |
Corporate Obligations [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 35,754 | 40,426 |
Unrealized Gains | 8 | 24 |
Unrealized Losses | (103) | (7) |
Fair Value | $ 35,659 | $ 40,443 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Interest Income, net | $ 723,000 | $ 1,141,000 |
Available for sale investments, fair value | 600,000 | 1,000,000 |
Available for sale investments, unrealized gain (loss) | (400,000) | |
Credit losses on debt securities | 0 | $ 0 |
Long-term debt, fair value | 45,300,000 | |
Convertible debt, fair value | 181,500,000 | |
Fair value of liabilities transferred from level 1 to level 2 | 0 | |
Fair value of liabilities transferred from level 2 to level 1 | 0 | |
Fair value of liabilities transferred into level 3 | 0 | |
Fair value of liabilities transferred from level 3 | $ 0 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued liabilities: | ||
Clinical and preclinical costs | $ 2,446 | $ 2,215 |
Compensation related | 5,229 | 8,343 |
Other accrued expenses | 2,002 | 1,565 |
Total accrued liabilities | $ 9,677 | $ 12,123 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | Jan. 01, 2021 | Jan. 01, 2020 | Jul. 31, 2019USD ($)ft²USD_per_sqft | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |||||
Lease expiration year | 2021 | ||||
Weighted average remaining lease term | 1 year 3 months 18 days | ||||
Weighted average discount rate | 9.00% | ||||
Cash paid included in net cash used in operating activities | $ 2 | ||||
Rent expense | $ 1.4 | $ 1.3 | |||
Expansion Lease [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Weighted average remaining lease term | 3 years | ||||
Weighted average discount rate | 11.50% | ||||
Area of land under lease agreement | ft² | 9,530 | ||||
Initial lease term | 39 months | ||||
Operating lease commencement period | 2020-01 | ||||
Oyster Point Lease [Member] | California [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Area of land under lease agreement | ft² | 234,892 | ||||
Initial lease term | 12 years | ||||
Operating lease commencement period | 2021-09 | ||||
Operating lease, term description | We have two consecutive five-year options to extend the lease. Subject to rent abatement for the first two months of the lease, we will be required to pay $5.45 per square foot for 159,891 square feet for the first twelve months of the lease term, which will increase at a rate of 3.5% per year. After the first twelve months of the lease, rent will be payable on the entire leased square footage. | ||||
Rent payment required to be pay for lease per square foot | USD_per_sqft | 5.45 | ||||
Area of land | ft² | 159,891 | ||||
Increase in operating lease rate annual payment | 3.50% | ||||
Refundable lease security deposit | $ 5.1 | ||||
Percentage of lease security deposit | 50.00% | ||||
Lease agreement allowances for tenant improvements | $ 43.6 | ||||
Undiscounted lease payments | $ 217.7 | ||||
Oyster Point Lease [Member] | California [Member] | Forecast [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Percentage of lease security deposit | 50.00% |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Future Non-cancellable Lease Payments under the Lease Agreements (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 remainder | $ 3,951 |
2021 | 4,616 |
2022 | 12,694 |
2023 | 16,195 |
2024 | 16,648 |
Thereafter | 170,919 |
Total undiscounted future lease payments | 225,023 |
Less: Undiscounted lease payments related to Oyster Point Lease | (217,667) |
Less: Present value adjustments | (552) |
Total lease liability | $ 6,804 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Nov. 13, 2019USD ($)$ / sharesshares | Nov. 07, 2019$ / shares | Mar. 31, 2020USD ($)InstallmentDay | Mar. 31, 2019USD ($) | May 17, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Interest expense | $ 4,077,000 | $ 1,170,000 | |||
Purchase of capped call options associated with convertible notes | 13,400,000 | ||||
Cap price of capped call transactions | $ / shares | $ 14.07 | ||||
Capped call premium percentage of sale price of common stock | 70.00% | ||||
Oxford and Silicon Valley Bank [Member] | Term Loan Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of original loan | $ 45,000,000 | ||||
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | Term Loan Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of original loan | $ 42,000,000 | ||||
Interest expense | $ 1,200,000 | $ 1,200,000 | |||
Stated interest rate on the amounts borrowed under the Agreement | 8.05% | ||||
Prepayment fee percentage in fiscal year | 3.00% | ||||
Prepayment fee percentage in year two | 2.00% | ||||
Prepayment fee percentage in year three | 1.00% | ||||
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | Amended Loan Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan repayment terms | The borrowing under the Original Loan Agreement was repayable in monthly interest-only payments through November 2019 followed by 35 months of monthly payments of interest and principal | ||||
Number of instalments description | 35 months of monthly payments of interest and principal | ||||
Number of instalments | Installment | 35 | ||||
Debt instrument, applicable interest rate for scenario 1 | 8.05% | ||||
Debt instrument, base interest rate for scenario 2 | 6.81% | ||||
Interest rate description | Both borrowings under the Original Loan Agreement and Term Loan Agreement bear interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate. | ||||
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | New Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan repayment terms | The borrowing under the Term Loan Agreement was initially repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for CK-274 in cardiomyopathy and could potentially be extended through December 31, 2021 if positive results are achieved in the Phase 3 GALACTIC-HF trial for omecamtiv mecarbil in chronic heart failure, in form and content reasonably acceptable to the Lenders. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023 | ||||
Final payment fee percentage | 6.00% | ||||
2026 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of original loan | $ 138,000,000 | ||||
Number of instalments description | payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020 | ||||
Convertible notes, interest rate | 4.00% | ||||
Convertible notes, maturity date | Nov. 15, 2026 | ||||
Convertible notes, sinking fund | $ 0 | ||||
Convertible notes, shares issued | shares | 94.7811 | ||||
Convertible notes, principal amount | $ 1,000 | ||||
Convertible notes, initial conversion price | $ / shares | $ 10.55 | ||||
Convertible notes, type of equity security issued | common stock | ||||
Net proceeds from convertible notes, net of debt discount and issuance costs | $ 133,900,000 | ||||
Convertible notes, conversion description | The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate. | ||||
Convertible notes, redemption description | The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date | ||||
Carrying amount of the liability component | 84,200,000 | ||||
Carrying amount of the equity component | $ 49,500,000 | ||||
Debt instrument interest, discount rate | 12.00% | ||||
Debt issuance costs | $ 5,000,000 | ||||
Unamortized debt issuance cost | $ 3,000,000 | ||||
Debt Instrument, Unamortized Discount | $ 49,500,000 | ||||
Unamortized debt discount amortization period | 6 years 8 months 12 days | ||||
If-converted value in excess of principal amount | $ 58,600,000 | ||||
2026 Notes [Member] | Equity [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 1,900,000 | ||||
2026 Notes [Member] | Liability [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 3,100,000 | ||||
Debt instrument effective interest rate | 12.50% | ||||
2026 Notes [Member] | Debt Instrument Convertible Covenant One [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, percentage of conversion price | 127.50% | ||||
Convertible notes, trading days | Day | 20 | ||||
Convertible notes, consecutive trading days | Day | 30 | ||||
2026 Notes [Member] | Debt Instrument Convertible Covenant Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, percentage of last reported sale price of common stock | 98.00% | ||||
Convertible notes, trading days | Day | 5 | ||||
Convertible notes, consecutive trading days | Day | 10 |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Payments under Term Loan Agreement (Detail) - Term Loan Agreement [Member] - Oxford and Silicon Valley Bank [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 remainder | $ 2,785 |
2021 | 12,519 |
2022 | 20,264 |
2023 | 23,381 |
Future minimum payments | 58,949 |
Long-term debt, alternative | |
Future minimum payments | 58,949 |
Less: Interest and final payment | (13,949) |
Term Loan, gross | $ 45,000 |
Debt - Schedule of Interest Cos
Debt - Schedule of Interest Cost Relating to 2026 Notes (Detail) - 2026 Notes [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 1,380 |
Amortization of debt discount | 1,237 |
Amortization of debt issuance costs | 12 |
Total interest costs recognized | $ 2,629 |
Liability Related to Sale of _2
Liability Related to Sale of Future Royalties - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | |
Liability Related to Sale of Future Royalties [Line Items] | |||
Non-cash interest expense recognized | $ 5,706 | $ 4,819 | |
Royalty Purchase Agreement [Member] | |||
Liability Related to Sale of Future Royalties [Line Items] | |||
Cash payment under Royalty Agreement | $ 90,000 | ||
Non-cash interest expense recognized | $ 5,700 | $ 4,800 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Claims settlement under Section 16(b) | $ 2,151 | $ 0 |
Oxford and Silicon Valley Bank [Member] | Loan and Security Agreement [Member] | 2019 Term Loan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding to purchase upon exercise of common stock | 21,595 | |
Warrants exercise price | $ 10.42 | |
Outstanding warrants | 187,019 | |
Outstanding warrants, weighted average exercise price | $ 7.62 | |
Warrants expiration date | 2030-01 | |
Amortization of debt discount | $ 200 |