Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CYTK | ||
Entity Registrant Name | CYTOKINETICS, INCORPORATED | ||
Entity Central Index Key | 0001061983 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 84,856,037 | ||
Entity Public Float | $ 1,443 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-50633 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 94-3291317 | ||
Entity Address, Address Line One | 350 Oyster Point Boulevard | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 624-3000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, no later than 120 days after the end of the fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Redwood City, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 112,666 | $ 82,985 |
Short-term investments | 358,972 | 381,075 |
Accounts receivable | 51,819 | 4,420 |
Prepaid expenses and other current assets | 12,215 | 5,741 |
Total current assets | 535,672 | 474,221 |
Long-term investments | 152,050 | 36,954 |
Property and equipment, net | 73,271 | 13,346 |
Operating lease right-of-use assets | 73,138 | 2,924 |
Other assets | 7,188 | 6,358 |
Total assets | 841,319 | 533,803 |
Current liabilities: | ||
Accounts payable | 21,087 | 8,050 |
Accrued liabilities | 34,370 | 19,315 |
Short-term operating lease liabilities | 14,863 | 2,785 |
Other current liabilities | 1,540 | 1,049 |
Total current liabilities | 71,860 | 31,199 |
Term loan, net | 47,367 | 46,209 |
Convertible notes, net | 95,471 | 89,504 |
Liabilities related to revenue participation right purchase agreement, net | 179,072 | 166,068 |
Long-term deferred revenue | 87,000 | 87,000 |
Long-term operating lease liabilities | 112,229 | 440 |
Other non-current liabilities | 4,457 | 0 |
Total liabilities | 597,456 | 420,420 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value: Authorized: 10,000,000 shares; Issued and outstanding: none | 0 | 0 |
Common stock, $0.001 par value: Authorized: 163,000,000 shares; Issued and outstanding: 84,799,542 shares at December 31, 2021 and 71,015,183 shares at December 31, 2020 | 84 | 70 |
Additional paid-in capital | 1,452,268 | 1,105,470 |
Accumulated other comprehensive (loss) income | (869) | 149 |
Accumulated deficit | (1,207,620) | (992,306) |
Total stockholders’ equity | 243,863 | 113,383 |
Total liabilities and stockholders’ equity | $ 841,319 | $ 533,803 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 84,799,542 | 71,015,183 |
Common stock, shares outstanding | 84,799,542 | 71,015,183 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 70,428 | $ 55,828 | $ 26,868 |
Operating expenses: | |||
Research and development | 159,938 | 96,951 | 86,125 |
General and administrative | 96,803 | 52,820 | 39,610 |
Total operating expenses | 256,741 | 149,771 | 125,735 |
Operating loss | (186,313) | (93,943) | (98,867) |
Interest expense | (16,440) | (15,963) | (6,623) |
Non-cash interest expense on liability related to sale of future royalties | (12,892) | (22,713) | (20,737) |
Interest and other income, net | 331 | 5,329 | 4,535 |
Net loss | $ (215,314) | $ (127,290) | $ (121,692) |
Net loss per share — basic and diluted | $ (2.80) | $ (1.97) | $ (2.11) |
Weighted-average number of shares used in computing net loss per share — basic and diluted | 76,886 | 64,524 | 57,575 |
Other comprehensive loss: | |||
Unrealized (loss) gain on available-for-sale securities, net | $ (1,018) | $ (530) | $ 179 |
Comprehensive loss | (216,332) | (127,820) | (121,513) |
Research and Development Revenues [Member] | |||
Revenues: | |||
Total revenues | 10,572 | 16,527 | 26,868 |
License Revenues [Member] | |||
Revenues: | |||
Total revenues | 54,856 | 36,501 | 0 |
Milestone Revenues [Member] | |||
Revenues: | |||
Total revenues | $ 5,000 | $ 2,800 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Underwritten Public Offering | Common Stock [Member] | Common Stock [Member]Underwritten Public Offering | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Underwritten Public Offering | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Other Comprehensive (Loss) Income [Member]Underwritten Public Offering | Accumulated Deficit [Member] | Accumulated Deficit [Member]Underwritten Public Offering |
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 | 1,017 | $ 0 | 1,017 | 0 | 0 | |||||
Exercise of stock options, shares | 131,909 | |||||||||
Issuance of common stock, net of issuance costs, value | 36,214 | $ 4 | 36,210 | 0 | 0 | |||||
Issuance of common stock, net of issuance costs, shares | 3,984,849 | |||||||||
Issuance under Employee Stock Purchase Plan, value | 1,108 | $ 0 | 1,108 | 0 | 0 | |||||
Issuance under Employee Stock Purchase Plan, shares | 172,113 | |||||||||
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 | |||||||||
Issuance of warrants | 185 | $ 0 | 185 | 0 | 0 | |||||
Equity component of convertible notes | 49,477 | 0 | 49,477 | 0 | 0 | |||||
Capped call options associated with convertible notes | (13,386) | 0 | (13,386) | 0 | 0 | |||||
Stock-based compensation | 10,759 | 0 | 10,759 | 0 | 0 | |||||
Other comprehensive income (loss) | 179 | 0 | 0 | 179 | 0 | |||||
Net loss | (121,692) | 0 | 0 | 0 | (121,692) | |||||
Ending Balance at Dec. 31, 2019 | (10,937) | $ 59 | 853,341 | 679 | (865,016) | |||||
Ending Balance, shares at Dec. 31, 2019 | 59,172,124 | |||||||||
Exercise of stock options, value | 7,611 | $ 1 | 7,610 | 0 | 0 | |||||
Exercise of stock options, shares | 943,505 | |||||||||
Exercise of warrants, value | 0 | $ 0 | 0 | 0 | 0 | |||||
Exercise of warrants, share | 104,890 | |||||||||
Claims settlement under Section 16(b) | 2,151 | $ 0 | 2,151 | 0 | 0 | |||||
Issuance of common stock, net of issuance costs, value | $ 188,883 | $ 8 | $ 188,875 | $ 0 | $ 0 | |||||
Issuance of common stock, net of issuance costs, shares | 8,385,417 | |||||||||
Issuance of common stock upon private placement, value | 36,437 | $ 2 | 36,435 | 0 | 0 | |||||
Issuance of common stock upon private placement, shares | 2,000,000 | |||||||||
Issuance under Employee Stock Purchase Plan, value | 1,509 | $ 0 | 1,509 | 0 | 0 | |||||
Issuance under Employee Stock Purchase Plan, shares | 134,684 | |||||||||
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 | |||||||||
Issuance of warrants | 184 | $ 0 | 184 | 0 | 0 | |||||
Stock-based compensation | 17,620 | 0 | 17,620 | 0 | 0 | |||||
Other comprehensive income (loss) | (530) | 0 | 0 | (530) | 0 | |||||
Net loss | (127,290) | 0 | 0 | 0 | (127,290) | |||||
Ending Balance at Dec. 31, 2020 | 113,383 | $ 70 | 1,105,470 | 149 | (992,306) | |||||
Ending Balance, shares at Dec. 31, 2020 | 71,015,183 | |||||||||
Exercise of stock options, value | 11,020 | $ 3 | 11,017 | 0 | 0 | |||||
Exercise of stock options, shares | 1,304,347 | |||||||||
Net share settlement | (418) | $ 0 | (418) | 0 | 0 | |||||
Issuance of common stock, net of issuance costs, value | $ 296,905 | $ 11 | $ 296,894 | $ 0 | $ 0 | |||||
Issuance of common stock, net of issuance costs, shares | 11,500,000 | |||||||||
Issuance of common stock upon private placement, value | 15,144 | $ 0 | 15,144 | 0 | 0 | |||||
Issuance of common stock upon private placement, shares | 511,182 | |||||||||
Issuance under Employee Stock Purchase Plan, value | 1,778 | $ 0 | 1,778 | 0 | 0 | |||||
Issuance under Employee Stock Purchase Plan, shares | 108,780 | |||||||||
Vesting of restricted stock units, net of taxes withheld, value | (4,449) | $ 0 | (4,449) | 0 | 0 | |||||
Vesting of restricted stock units, net of taxes withheld, shares | 360,050 | |||||||||
Stock-based compensation | 26,832 | $ 0 | 26,832 | 0 | 0 | |||||
Other comprehensive income (loss) | (1,018) | 0 | 0 | (1,018) | 0 | |||||
Net loss | (215,314) | 0 | 0 | 0 | (215,314) | |||||
Ending Balance at Dec. 31, 2021 | $ 243,863 | $ 84 | $ 1,452,268 | $ (869) | $ (1,207,620) | |||||
Ending Balance, shares at Dec. 31, 2021 | 84,799,542 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (215,314) | $ (127,290) | $ (121,692) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Non-cash interest expense on liabilities related to revenue participation right purchase agreement | 13,004 | 22,792 | 20,737 |
Non-cash stock-based compensation expense | 26,832 | 17,620 | 10,759 |
Non-cash lease expense | 7,361 | 4,221 | 3,552 |
Impairment of right-of-use assets | 2,844 | 0 | 0 |
Depreciation and amortization of property and equipment | 2,276 | 1,831 | 1,293 |
Gain on investment, net | 0 | (573) | 0 |
Interest receivable and amortization on investments | 4,894 | (1,194) | (2,587) |
Non-cash interest expense related to debt | 7,125 | 6,640 | 919 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (47,399) | 743 | (2,932) |
Contract assets | 0 | 0 | 4,554 |
Prepaid and other assets | (7,381) | (5,162) | (3,862) |
Accounts payable | 1,055 | (110) | 4,396 |
Accrued and other liabilities | 15,060 | 7,117 | (2,168) |
Deferred revenue | 0 | 87,000 | 0 |
Operating lease liabilities | 43,472 | (4,692) | (3,876) |
Other non-current liabilities | 3,649 | 0 | 0 |
Net cash (used in) provided by operating activities | (142,522) | 8,943 | (90,907) |
Cash flows from investing activities: | |||
Purchases of investments | (525,042) | (435,825) | (277,883) |
Maturities of investments | 422,837 | 247,301 | 202,599 |
Sales of investments | 3,300 | 3,061 | 3,196 |
Purchases of property and equipment | (48,872) | (11,052) | (2,619) |
Net cash used in investing activities | (147,777) | (196,515) | (74,707) |
Cash flows from financing activities: | |||
Proceeds from public offerings of common stock, net of discounts, commissions and offering cost | 296,905 | 188,883 | 0 |
Proceeds from private placement, net | 15,144 | 36,225 | 0 |
Proceeds from stock-based award activities, net | 7,931 | 6,865 | 1,393 |
Claims settlement under Section 16(b) | 0 | 2,151 | 0 |
Net proceeds from long-term debt, net of debt discount and issuance costs | 0 | 0 | 1,710 |
Net proceeds from convertible notes, net of debt discount and issuance costs | 0 | 0 | 133,860 |
Issuance of common stock under at-the-market offering, net of issuance costs | 0 | 0 | 36,214 |
Purchase of capped call options associated with convertible notes | 0 | 0 | (13,386) |
Net cash provided by financing activities | 319,980 | 234,124 | 159,791 |
Net increase (decrease) in cash and cash equivalents | 29,681 | 46,552 | (5,823) |
Cash and cash equivalents, beginning of period | 82,985 | 36,433 | 42,256 |
Cash and cash equivalents, end of period | 112,666 | 82,985 | 36,433 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 9,175 | 9,620 | 4,059 |
Right-of-use assets recognized in exchange for operating lease obligations | 80,395 | 1,106 | 10,687 |
Right-of-use assets recognized in exchange for finance lease obligations | 1,294 | 0 | 0 |
Amounts unpaid for purchases of property and equipment | $ 11,982 | $ 0 | $ 0 |
Organization and Accounting Pol
Organization and Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Accounting Policies | Note 1 — Organization and Accounting Policies Organization Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. We are 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 $1,207.6 million 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, 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 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. 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 after the issuance of these consolidated financial statements. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our 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. 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 (“GAAP”) 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 periods. We evaluate our estimates on an ongoing basis. 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. Basis of Presentation The consolidated financial statements include the accounts of Cytokinetics, Incorporated and its wholly-owned subsidiary and have been prepared in accordance with GAAP. Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform the prior period presentation to the current year. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits. Our exposure to credit risk associated with non-payment is limited to Astellas Pharma Inc. for co-funding one-third of the out-of-pocket clinical development costs which may be incurred in connection with Cytokinetics’ Phase 3 clinical trial, COURAGE-ALS, of reldesemtiv in ALS up to a maximum contribution by Astellas of $12.0 million, to our strategic partner in the People’s Republic of China (including the Hong Kong and Macau Special Administration Districts) (“China”) and Taiwan, Ji Xing Pharmaceuticals Limited (“Ji Xing”), and Royalty Pharma Investments ICAV (“RPI ICAV”), to whom we sold a revenue interest in our net sales of pharmaceutical products containing aficamten under a revenue interest purchase agreement, dated January 7, 2022 (the “RP Aficamten RPA”), as further described in Note 11 below. Drug candidates we develop may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies prior to commercial sales. There can be no assurance that our drug candidates will receive any of the required approvals or clearances. If we were to be denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Investments Available-for-sale investments. Our investments consist of U.S. Treasury securities, U.S. and non-U.S. government agency bonds, commercial paper, global portfolio of corporate debt and money market funds. We designate all investments as available-for-sale and report them at fair value, based on quoted market prices, with unrealized gains and losses recorded in accumulated other comprehensive income and loss. The cost of securities sold is based on the specific-identification method. Investments with original maturities greater than three months and remaining maturities of one year or less are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in Interest and other income, net. Recognized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in Interest and other income, net. Interest and dividends on securities classified as available-for-sale are included in Interest and other income, net. All of our available-for-sale investments are subject to a periodic impairment review. If an impairment is the result of a credit loss, we recognize an allowance for credit losses (“ACL”). ACL’s reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. We recognize an impairment charge when a decline in the fair value of investments below the cost basis is judged to be other-than-temporary. Factors we consider in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we have the intent and ability to hold the investment to maturity. When we determine that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three years for computer equipment and software, five years for laboratory equipment and office equipment, and seven years for furniture and fixtures. Amortization of leasehold improvements and finance lease right-of-use assets are computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, typically ranging from three to twenty-two years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Impairment of Long-lived Assets We review long-lived assets, including property, equipment and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Impairment is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Leases We determine if the arrangement contains a lease at inception based on whether the contract conveys the right to control the use of an identified asset. The lease classification is determined at lease commencement, which is the date the underlying asset is available for use by the Company, and preliminary based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). We determined the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. In addition to the fixed minimum lease payments required under the lease arrangements, certain leases include payments of operating expenses that may be revised based on the landlord’s estimate. These variable payments are excluded from the lease payments used to determine the right-of-use asset and lease liability and are recognized when the associated activity occurs. We recognize right-of-use assets and short-term and long-term lease liabilities on our consolidated balance sheets for operating leases. The right-of-use asset and short-term and long-term lease liabilities for finance leases are recognized in property and equipment, other current liabilities, and other non-current liabilities, respectively, on the consolidated balance sheets. In determining the present value of lease payments, we estimated our incremental borrowing rate based on information available upon commencement. We base the lease liabilities on the present value of remaining lease payments over the remaining terms of the leases using an estimated rate of interest that we would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The initial right-of-use asset, for both operating and finance leases, is measured based on the lease liability adjusted for any initial direct costs, lease prepayments, and lease incentives. We recognize rent expense for operating leases on a straight-line basis over the lease term in operating expenses on the consolidated statements of operations. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest, which is recorded in interest expense. We exclude from our consolidated balance sheets recognition of leases having a term of 12 months or less (short-term leases). We account for lease and non-lease components as a single component for our operating leases . Our operating leases consist of the facilities leases with KR Oyster Point 1, LLC (the “Kilroy Lease”) and Britannia Pointe Grand Limited Partnership (the “Britannia Leases”) and our finance leases are for laboratory equipment. Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration for those goods or services. To recognize revenue from a contract with a customer, we: (i) identify our contracts with our customers; (ii) identify our distinct performance obligations in each contract; (iii) determine the transaction price of each contract; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue as we satisfy our performance obligations. At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Arrangements We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; and (iv) research and development cost reimbursements. Each of these payments results in collaboration or other revenues. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The stand-alone selling price may include such items as, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, to determine the transaction price to allocate to each performance obligation. For our collaboration agreements that include more than one performance obligation, such as a license combined with a commitment to perform research and development services, we make judgments to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate our progress each reporting period and, if necessary, adjust the measure of a performance obligation and related revenue recognition. License Fees : If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone : We use judgment to determine whether a milestone is considered probable of being reached. Using the most likely amount method, we include the value of a milestone payment in the consideration for a contract at inception if we then conclude achieving the milestone is more likely than not. Otherwise, we exclude the value of a milestone payment from contract consideration at inception and recognize revenue for a milestone at a later date, when we judge that it is probable the milestone will be achieved. If we conclude it is probable that a significant revenue reversal would not occur, the associated milestone is included in the transaction price. We then allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. Royalties : For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. To date, we have not recognized any royalty revenues resulting from contracts. Research and Development Cost Reimbursements : Our joint programs with Astellas under that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020, as amended (the “Astellas OSSA Agreement”), and with Amgen under that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”) (both of the Astellas OSSA Agreement and the Amgen Agreement having now been terminated), included promises of research and development services. We also entered into the Fast Skeletal Regulatory Activator Agreement with Astellas, dated April 23, 2020 (the “Astellas FSRA Agreement”). Unde r the Astellas FSRA Agreement, As tellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12.0 million. We determined that these services collectively were distinct from any licenses provided to Astellas and Amgen under such agreements, and as such, these promises were accounted for as a separate performance obligation recorded over time. We recognized revenue for these services as the performance obligations are satisfied, which we estimated using internal research and development costs incurred. Accrued Research and Development Expenditures A substantial portion of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations (“CROs”) and other vendors and our accruals for expenses for preclinical studies and clinical trials may be significant. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, milestones achieved and percentage of work completed to date. We monitor patient enrollment levels and related activities to the extent practicable through internal reviews, correspondence and status meetings with CROs, and review of contractual terms. We depend on the timeliness and accuracy of data provided by our CROs and other vendors to accrue expenses. If we receive and rely on incomplete or inaccurate data, accruals and expenses may be too high or too low at a given point in time and corresponding adjustments to accruals and expenses would be made in future periods when the actual expense becomes known. Revenue Participation Right Purchase Agreements We have entered into certain revenue participation right purchase agreements with certain investors, pursuant to which such investors purchased rights to royalties from certain revenue streams in exchange for consideration. We typically account for such agreements as debt to be amortized under the effective interest rate method over the life of the related royalty stream, when we have continuing involvement with the underlying R&D. We typically account for such agreements as deferred income to Revenue participation right purchase agreements are recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. We will periodically assess the amount and timing of expected royalty payments and account for any changes in such estimates on a prospective basis . Research and Development Expenditures Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of clinical manufacturing costs, preclinical study expenses, consulting and other third-party costs, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment. Income Taxes We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. We recognize uncertain tax positions taken or expected to be taken on a tax return. Tax positions are initially recognized when it is We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. The only aspect of ASU 2019-12 that had a material impact on our consolidated financial statements was the removal of the exception related to intraperiod tax allocation. Starting in 2019, we followed the general intraperiod allocation of tax expense. We have a loss from continuing operations and subsequent to the adoption of ASU 2019-12, we determined the amount attributable to continuing operations without regard to the tax effect of other items. We prospectively applied the ASU 2019-12 amendment related to intraperiod tax allocation. Had the Company not adopted ASU 2019-12, upon issuance of the convertible notes in 2019 (see Note 6 – Debt Due to our net loss position, the income tax benefit generated without the adoption of ASU 2019-12 was a non-cash benefit. The adoption of ASU 2019-12 did not impact our cash flows. Stock-Based Compensation We maintain equity incentive plans under which incentive stock options may be granted to employees and nonqualified stock options, restricted stock awards, performance-based stock units and stock appreciation rights may be granted to employees, directors, consultants and advisors. In addition, we maintain an employee stock purchase plan (“ESPP”) under which employees may purchase shares of our common stock through payroll deductions. Stock-based compensation expense related to stock options granted to employees and directors is recognized based on the grant date estimated fair values using the Black Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. Stock-based compensation expense related to performance-based stock units granted to employees is recognized based on the grant-date fair value of each award and recorded as expense over the vesting period using the ratable method when the underlying performance conditions are deemed probable. Stock-based compensation expense related to the ESPP is recognized based on the fair value of each award estimated on the first day of the offering period using the Black Scholes option pricing model and recorded as expense over the service period using the straight-line method. Amortization of Debt Discount and Issuance Costs Debt discount and issuance costs, consisting of legal and other fees directly related to the debt as well as the discount created by the bifurcation of the equity component and the debt component of the convertible senior notes due 2026 (the “2026 Notes”), are offset against gross proceeds from the issuance of debt and are amortized to interest expense over the estimated life of the debt based on the effective interest method. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Under ASU 2020-06 the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also provides for certain disclosures with regard to convertible instruments and associated fair values. ASU 2020-06 will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. ASU 2020-06 provides companies with the option to adopt the new standard using either the full retrospective or modified retrospective method. We will adopt this new guidance using the modified retrospective method as of January 1, 2022 with respect to our convertible senior notes due 2026 (the “2026 Notes”). The adoption of this new guidance is estimated to result in an increase in the carrying value of the 2026 Notes by approximately $38.9 million to reflect the full principal amount of the convertible notes outstanding, net of issuance costs, a decrease in additional paid-in capital of approximately $49.5 million to remove the equity component separately recorded for the conversion feature associated with the convertible notes, a cumulative-effect adjustment of approximately $10.6 million to the beginning balance of our accumulated deficit as of January 1, 2022, and a reversal of the related deferred tax liability of $8.3 million with a corresponding increase in our valuation allowance. The adoption of this new guidance is expected to reduce non-cash interest expense for the year ending December 31, 2022 and until the 2026 Notes have been settled. The remaining debt issuance costs will continue to be amortized over the term of the notes. There is no expected impact to our Consolidated Statement of Cash Flows as a result of the adoption. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 2 — Net Loss Per Share 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, warrants, convertible preferred stock and shares issuable under our ESPP, during the period using the treasury stock method and convertible notes using the if-converted method. The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands): Years Ended December 31, 2021 2020 2019 Options to purchase common stock 9,373 8,510 7,759 Warrants to purchase common stock 48 48 165 Restricted stock and performance units 1,415 1,117 839 Shares issuable related to the ESPP 8 12 27 Shares issuable upon conversion of convertible notes 16,675 16,675 16,675 Total shares 27,519 26,362 25,465 |
Research and Development Arrang
Research and Development Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Research And Development [Abstract] | |
Research and Development Arrangements | Note 3 — Research and Development Arrangements License and milestone revenues recognized during 2021, 2020 and 2019 were as follows (in thousands): Years Ended December 31, 2021 2020 2019 License revenues $ 54,856 $ 36,501 $ — Milestone revenues 5,000 2,800 — $ 59,856 $ 39,301 $ — 2021 Ji Xing and RTW Transactions The Ji Xing OM License Agreement, as defined below, and the sales of common stock to the RTW Investors in December 2021, as described below, (together the “2021 RTW Transactions”) were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were two units of accounting in the 2021 RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820 ASC 606 (in thousands) Allocated Consideration Units of Accounting: License and collaboration $ 54,856 Common stock (fair value) 15,144 Total consideration $ 70,000 Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement On December 20, 2021, we entered into a License and Collaboration Agreement (the “Ji Xing OM License Agreement”) with Ji Xing, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan. Under the terms of the Ji Xing OM License Agreement, we are the beneficiary of a nonrefundable $50.0 million payment obligation from Ji Xing comprised of a $40.0 million payment as consideration for the rights granted by us to Ji Xing and $10.0 million attributable to our having submitted to FDA a new drug application (“NDA”) for omecamtiv mecarbil. We may be eligible to receive from Ji Xing additional payments totaling up to $330.0 million for the achievement of certain commercial milestone events in connection to omecamtiv mecarbil. In addition, Ji Xing will pay us tiered royalties in the mid-teens to the low twenties range on the net sales of pharmaceutical products containing omecamtiv mecarbil in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents. Ji Xing will be responsible for the development and commercialization of omecamtiv mecarbil at its own cost and is required to use diligent efforts to develop and commer cialize omecamtiv mecarbil in China and Taiwan. The development of omecamtiv mecarbil will be initially focused on heart failure with reduced ejection fraction (“ HFrEF ”) , and Ji Xing will have the opportunity to participate in Cytokinetics’ global clinical trials of omecamtiv mecarbil . Cytokinetics will supply omecamtiv mecarbil to Ji Xing either as a finished product or as an active pharmaceutical ingredient. The Ji Xing OM License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Ji Xing has the right to terminate the Ji Xing OM License Agreement for convenience. Each party may terminate the Ji Xing OM License Agreement for the other party’s uncured material breach, insolvency, or failure to perform due to extended force majeure events. Cytokinetics may also terminate the Ji Xing OM License Agreement if Ji Xing challenges Cytokinetics’ patents or undergoes certain change of control transactions. Rights granted to Ji Xing in relation to omecamtiv mecarbil will revert to Cytokinetics upon termination, and, under certain circumstances, subject to a low single digit royalty payment by the Company to Ji Xing on the net sales of the ASC 606 The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales- and usage-based royalty exception as these amounts have been determined to relate predominantly to the license. We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Common Stock Purchase Agreements On December 20, 2021, as part of the 2021 RTW 2020 Ji Xing and RTW Transactions On July 14, 2020, we entered into a series of transactions as described below with RTW Royalty Holdings Designated Activity Company (“RTW Royalty Holdings”) and Ji Xing Pharmaceuticals Limited (“Ji Xing”), related to aficamten, our proprietary small molecule cardiac myosin inhibitor product , a novel cardiac myosin inhibitor, The 2020 RTW Transactions include entering into a licensing and collaboration agreement with Ji Xing, the sale of Cytokinetics common stock to the RTW Investors (as defined below), an agreement to sell to RTW Royalty Holdings our interest in certain future royalties on net sales of products containing the compound mavacamten that is being developed by Bristol-Myers Squibb Company (formerly by MyoKardia, Inc.) , and the ability for the Company to obtain additional funding in the future from RTW Royalty Holdings, upon the achievement of certain clinical trial milestones, in exchange for future royalty payments as further discussed below . As a result, we have received and expect to receive a combination of license fees, milestone revenues and sale proceeds from the RTW Investors, RTW Royalty Holdings and Ji Xing The 2020 RTW Transactions were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were three units of accounting in the 2020 RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820, Fair Value Measurement, ASC 606, Revenue from Contracts with Customers, (in thousands) Allocated Consideration Units of Accounting: License and collaboration (residual) $ 36,501 Royalty (fair value) 87,000 Common stock (fair value) 36,499 Total consideration $ 160,000 Ji Xing Aficamten License and Collaboration Agreement We entered into a License and Collaboration Agreement (the “Ji Xing Aficamten License Agreement”) with Ji Xing, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize aficamten in China and Taiwan. Under the terms of the Ji Xing Aficamten License Agreement, we received from Ji Xing a nonrefundable upfront payment of $25.0 million. We may be eligible to receive from Ji Xing milestone payments totaling up to $200.0 million for the achievement of certain development and commercial milestone events in connection to aficamten in the field of obstructive hypertrophic cardiomyopathy (“oHCM”) and/or non-obstructive hypertrophic cardiomyopathy (“nHCM”) and other indications. In addition, Ji Xing will pay us tiered royalties in the low-to-high teens range on the net sales of the products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents. Ji Xing will be responsible for the development and commercialization of aficamten at its own cost and is required to use diligent efforts to develop and commercialize aficamten in China and Taiwan. The development of aficamten will be initially focused on hypertrophic cardiomyopathy, and Ji Xing will have the opportunity to participate in Cytokinetics’ global pivotal clinical trials of aficamten. Cytokinetics or a designated supplier will supply aficamten to Ji Xing either as a finished product or as an active pharmaceutical ingredient. The Ji Xing Aficamten License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Ji Xing has the right to terminate the Ji Xing Aficamten License Agreement for convenience. Each party may terminate the Ji Xing Aficamten License Agreement for the other party’s uncured material breach, insolvency, or failure to perform due to extended force majeure events. Cytokinetics may also terminate the Ji Xing Aficamten License Agreement if Ji Xing challenges Cytokinetics’ patents or undergoes certain change of control transactions. Rights granted to Ji Xing in relation to aficamten will revert to Cytokinetics upon termination, and, under certain circumstances, subject to a low single digit royalty payment by the Company to Ji Xing on the net sales of the We assessed this arrangement in accordance with ASC 606 and concluded that there is one performance obligation relating to the license of functional intellectual property. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $ 36.5 million for 2020. No license revenue was recognized in 2021 related to the Ji Xing Aficamten License Agreement . Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the initial transaction price. The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales- and usage-based royalty exception of ASC 606 We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We earned a $2.5 million milestone from Ji Xing as of December 31, 2020 for the first patient dosed in Cohort 2 of REDWOOD-HCM ( R andomized E valuation of D osing W ith CK-274 in O bstructive O utflow D isease in HCM We recognized a $5.0 million milestone from Ji Xing during the third quarter of 2021 for initiation of a phase 3 clinical trial for aficamten in obstructive HCM. Although our contractual right to payment has not yet arisen under the Ji Xing Aficamten License Agreement, we determined recognition of the milestone in accordance with ASC 606 December 31, 2021 Royalty Purchase Agreement We entered into a Royalty Purchase Agreement (the “RTW Royalty Purchase Agreement”) with RTW Royalty Holdings, pursuant to which we sold our right to receive certain payments on the net sales of products containing the compound mavacamten, a cardiac myosin inhibitor (the “Mavacamten Royalty”), under the Research Collaboration Agreement, dated August 24, 2012, between us and MyoKardia, Inc. to RTW Royalty Holdings for a one-time payment of $85.0 million. T . The allocation of the consideration for the 2020 RTW Transactions resulted in $87.0 million being allocated to the RTW Royalty Purchase Agreement representing its fair value. The fair value was determined using an income approach method based on management’s estimates of the discounted cash flows to be received over the term of the related royalty agreement, which are Level 3 fair value inputs. Management’s estimates included significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, and timing of the expected launch. The $87.0 million deferred revenue will be amortized using the units-of-revenue method. We will recognize revenue related to the sale of the Mavacamten Royalty using the units-of-revenue method. Under the units-of-revenue method, the revenue to be recognized for a period is calculated by computing a ratio of the Mavacamten Royalty paid to RTW Royalty Holdings for a given period to the total payments expected to be made to RTW Royalty Holdings over the term of the agreement, and then applying that ratio to the period's cash payment. We will record any adjustments due to changes in the underlying royalties on a cumulative catch-up basis. Common Stock Purchase Agreement s On July 14, 2020, we entered into common stock purchase agreements with each of RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited (collectively, the “RTW Investors”). These common stock purchase agreements provided for the sale and issuance of an aggregate of 2.0 million shares of common stock of Cytokinetics at a price per share of $25.00 and an aggregate purchase price of $50.0 million. The closing occurred on July 14, 2020. The RTW Investors have agreed to certain trading and other restrictions with respect to the shares of common stock they purchased pursuant to these agreements, including a restriction on sales or other transfers of the shares, subject to certain exceptions, for a period of two years from the closing date, which period will be extended if certain conditions are met Funding Agreement During July 2020, we also entered into a Funding Agreement (the “Funding Agreement”) with . Pursuant to the Funding Agreement, RTW Royalty Holdings has committed to provide up to $90.0 million (the “Funding Commitment”) to fund our development and commercialization of in nHCM and oHCM. On January 7, 2022, we announced that we had elected to unilaterally terminate the Funding Agreement in connection with our entry into the RP Aficamten RPA. At the time of its termination, we had not exercised any rights to sell any revenue interest in aficamten under the Funding Agreement. Astellas Our strategic alliance with Astellas to advance novel therapies for diseases and medical conditions associated with skeletal muscle impairment and weakness commenced in 2013 under the License and Collaboration Agreement, dated June 21, 2013 between the parties (the “Astellas Agreement”). 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 a 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 agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million. In addition, Astellas 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 will 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. On April 27, 2021, we received written notice of termination from Astellas of the Astellas OSSA Agreement. The termination of the Astellas OSSA Agreement was effective November 1, 2021. We recognized 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 through March 31, 2021 when the research term of the Astellas OSSA Agreement expired . Research and development revenues from Astellas for 2021, 2020 and 2019 were $3.2 million, $6.6 million, and $13.1 million, respectively. We had accounts receivable from Astellas of $1.8 million as of . Amgen On November 23, 2020, we received written notice of termination from Amgen of that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”) pertaining to the discovery, development and commercialization of novel small molecule therapeutics, including omecamtiv mecarbil, a novel cardiac myosin activator, and CK-136 (formerly AMG 594), a novel cardiac troponin activator. The termination of the Amgen Agreement was effective May 20, 2021. We recognized 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, which terminated effective May 20, 2021. Research and development revenue from Amgen was $7.4 million in 2021, $10.0 million in 2020 and $13.8 million in 2019 and consists of reimbursement of costs we incurred related to METEORIC-HF. We had no accounts receivable from Amgen as of December 31, 2021. Accounts receivable from Amgen was $1.7 million as of December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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): December 31, 2021 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 115,937 $ — $ — $ 115,937 U.S. Treasury securities Level 1 133,498 1 (268 ) 133,231 U.S. and non-U.S. government agency bonds Level 2 33,489 — (53 ) 33,436 Commercial paper Level 2 169,622 6 (19 ) 169,609 U.S. and non-U.S. corporate obligations Level 2 175,282 — (536 ) 174,746 $ 627,828 $ 7 $ (876 ) $ 626,959 December 31, 2020 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 80,050 $ — $ — $ 80,050 U.S. Treasury securities Level 1 274,407 147 (8 ) 274,546 U.S. government agency bonds Level 2 51,581 15 (3 ) 51,593 Commercial paper Level 2 49,500 3 (1 ) 49,502 U.S. and non-U.S. corporate obligations Level 2 42,392 7 (11 ) 42,388 $ 497,930 $ 172 $ (23 ) $ 498,079 The available-for-sale securities in our consolidated balance sheet (in thousands) December 31, 2021 December 31, 2020 Cash equivalents $ 115,937 $ 80,050 Short-term investments 358,972 381,075 Long-term investments 152,050 36,954 $ 626,959 $ 498,079 Interest income was $1.0 million, $5.3 million and $4.5 million in 2021, 2020 and 2019, respectively. No credit losses on debt securities were recognized in either 2021 or 2020. 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 approximate fair value due to the short-term nature of these instruments. Fair Value of Financial Liabilities: As of December 31, 2021, the fair value of our term loan approximated its carrying value of $47.4 million based upon a market observable interest rate, which is a Level 2 input As of December 31, 2021, the estimated fair value of our convertible notes was $618.9 million and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes (see Note 6 – “Debt”). As of December 31, 2021, the fair value of the liability related to the sale of future royalties to is consistent with its carrying value of $179.1 million, and is based on our current estimates of future royalties expected to be paid to RPFT under the Royalty Purchase Agreement (the “RP OM RPA”), over the life of the arrangement, which are considered Level 3 inputs There were no |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5 — Balance Sheet Components Our property and equipment consisted of (in thousands): December 31, 2021 2020 Property and equipment, net: Laboratory equipment $ 18,837 $ 18,160 Computer equipment and software 4,605 2,940 Office equipment, furniture and fixtures 4,042 1,885 Leasehold improvements 60,343 5,872 Construction in progress 224 9,130 Right-of-use assets, finance lease 1,409 — Total property and equipment 89,460 37,987 Less: Accumulated depreciation and amortization (16,189 ) (24,641 ) $ 73,271 $ 13,346 Depreciation expense was $2.3 million, $1.8 million and $1.3 million for 2021, 2020 and 2019, respectively. The balance of property and equipment increased significantly in 2021 primarily due to our relocation from our existing headquarters to our new facilities at Oyster Point in the fourth quarter of 2021 (see ) Our accrued liabilities were as follows (in thousands): December 31, 2021 2020 Accrued liabilities: Clinical and preclinical costs $ 13,872 $ 6,124 Compensation related 14,930 11,787 Other accrued expenses 5,568 1,404 Total accrued liabilities $ 34,370 $ 19,315 We sponsor a 401(k) defined contribution plan covering all employees and contributed $1.1 million, $0.9 million and $0.6 million to this plan in 2021, 2020 and 2019 respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 — 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 Silicon Valley Bank and Oxford Finance LLC (“Oxford”) (the “Lenders”) to fund our working capital and other general corporate needs. On May 17, 2019, we entered into a new loan and security agreement (the “Term Loan Agreement”) with the Lenders for $45.0 million (the “Term Loan”) and terminated the Original Loan Agreement. The proceeds of the Term Loan were used in part to repay in full all of the outstanding term loans under the Original Loan Agreement in an aggregate principal amount of $42.0 million. On November 6, 2019, and November 7, 2019, the Company entered into a First Amendment and a Second Amendment to the Term Loan Agreement. The Term Loan Agreement, as amended, permits the issuance of the Convertible Notes and Capped Call Transactions discussed below. On July 16, 2020, the Company and the Lenders entered into the Third Amendment to the Term Loan Agreement, which amended the Term Loan Agreement to permit (i) the sale of the Mavacamten Royalty under the RTW Royalty Purchase Agreement and (ii) subject to entry into an intercreditor agreement between Oxford (as security agent for the Lenders) and RTW Royalty Holdings in form and substance reasonably satisfactory to the Lenders and RTW Royalty Holdings, the draw of funding under the Funding Agreement and the grant of a security interest to RTW Royalty Holdings in the intellectual property located in the United States and accounts receivable related to aficamten . On June 30, 2021, which amended the Term Loan Agreement to permit our ability to incur lease obligations for equipment, software and other property that may be leased under our lease agreements not to exceed $3.0 million in the aggregate. As of December 31, 2021, the Company has drawn approximately $1.4 million under such lease agreements. The Term Loan was accounted for as a debt modification in a non-troubled debt restructuring 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 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 was 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 aficamten in cardiomyopathy and has been extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. 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 was $4.8 million, $4.9 million Future minimum payments under the Term Loan Agreement are (in thousands): Years ending December 31: 2022 $ 23,595 2023 30,108 Future minimum payments 53,703 Less: Interest and final payment (8,703 ) Term Loan, gross $ 45,000 The Term Loan Agreement was terminated and all amounts thereunder repaid in connection to our entry into that certain Development Funding Loan Agreement, Convertible Notes On November 13, 2019, the Company issued $138.0 million aggregate principal amount of 4.0% convertible senior notes due 2026 (the “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, . 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 December 31, 2021, unamortized debt issuance cost for the 2026 Notes were $2.5 million. I nterest expense recognized on the 2026 Notes for 2021, 2020 and 2019 (in thousands) is as follows: Years Ended December 31, 2021 2020 2019 Contractual interest expense $ 5,520 $ 5,520 $ 721 Accretion of debt discount 5,907 5,246 673 Accretion of debt issuance costs 59 52 6 Total interest costs recognized $ 11,486 $ 10,818 $ 1,400 The effective interest rate on the liability component of the 2026 Notes was 12.5% for the year ended December 31, 2021, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $40.1 million as of December 31, 2021 and will be amortized over approximately 4.9 years. If the 2026 Notes were to be converted on December 31, 2021, the holders of the 2026 Notes would receive common shares of 16.7 million with an aggregate value of $760.0 million based on the Company’s closing stock price of $45.58 as of December 31, 2021. The if-converted value of the 2026 Notes exceeded its principal amount by $622.0 million as of December 31, 2021. 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 per share (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 December 31, 2021, the Company had not purchased any shares under the convertible note capped call transactions. |
Liabilities Related to Revenue
Liabilities Related to Revenue Participation Right Purchase Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Royalty Liability [Abstract] | |
Liabilities Related to Revenue Participation Right Purchase Agreements | Note 7 — We have a number of revenue participation right purchase agreements in place, including the Royalty Purchase Agreement entered into with RTW Royalty Holdings (the “RTW Royalty Purchase Agreement”) in 2020 and the Royalty Purchase Agreement (the “RP OM RPA”) entered into with RPI Finance Trust (“RPFT”) in 2017. Royalty Purchase Agreement with RPFT In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from Amgen on future net sales of omecamtiv mecarbil to RPFT for a one-time payment of $90 million, which is non-refundable even if omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPFT through which RPFT purchased 875,656 shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM Liability”) As a result of the termination of the Amgen Agreement and pursuant to our obligations under the RP OM RPA, we and RPFT entered into Amendment No. 1 to Royalty Purchase Agreement, dated January 7, 2022 to preserve RPFT’s rights under the RP OM RPA by providing for direct payments by us to RPFT of 4.5% of our and our affiliates and licensees worldwide net sales of omecamtiv mecarbil, subject to a potential increase of up to an additional 1% under certain circumstances (if FDA approves omecamtiv mecarbil on its target PDUFA date of November 30, 2022, the royalty owed to RPFT will be 4.9% of worldwide net sales of omecamtiv mecarbil). Amendment No. 1 to Royalty Purchase Agreement, dated January 7, 2022 had no impact on the original accounting for the $92.3 million associated with the RP OM Liability established in February 2017. We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction in cash. The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the unamortized portion of the RP OM Liability was approximately 10% as of December 31, 2021 and 15% as of December 31, 2020. We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the effective interest rate. There are a number of factors that could materially affect the amount and timing of royalty payments, most of which are not within our control. The RP OM Liability is recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data, including data historically provided by Amgen, and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of success. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability. During the year ended December 31, 2021, we updated our analyses for the amount and timing of sales and royalties associated with omecamtiv mecarbil as a result of ongoing market research in the U.S. and to reflect other adjustments in connection with our anticipated commercialization plans. Our estimates regarding the amount of future royalty payments decreased and the time periods within which we anticipated that such payments will be due changed. Each of these adjustments is accounted for on a prospective basis in our liability calculation and resulted in a decline in our imputed interest rate and noncash interest expenses from 15% and $22.7 million in 2020 to 10% and $12.9 million in 2021, respectively. In 2021, the change in estimate had no impact on revenue and reduced the net loss by $11.5 million. The change in accounting estimate reduced net loss per share by $0.15 in 2021. We review our assumptions on a quarterly basis and our estimates may change in the future as we refine and reassess our assumptions. Changes to the RP OM Liability related to the sale of future royalties are as follows (in thousands): 2021 2020 Beginning balance, January 1 $ 166,068 $ 143,276 Interest accretion 12,892 22,713 Amortization of issuance costs 112 79 Ending balance, December 31 $ 179,072 $ 166,068 We recognized $12.9 million, $22.7 million and $20.7 million in non-cash interest expense in 2021, 2020 and 2019, respectively, On January 7, 2022 we announced that we had sold a revenue interest in our net sales of pharmaceutical products containing aficamten to RPI ICAV under the RP Aficamten RPA, as further described in Note 11 below. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Public Offering of Common Stock In July 2021, we closed an underwritten public offering of 11,500,000 shares of our common stock at a public offering price of $27.50, which included the exercise in full by the underwriters of their option to purchase up to 1,500,000 shares of our common stock at the same price. The gross proceeds were $316.3 million and net proceeds were approximately $296.9 million, after deducting the applicable underwriting discounts and commissions. Equity Incentive Plan Our amended and restated 2004 Equity Incentive Plan (the “2004 Plan”) provides for us to grant incentive stock options, nonstatutory stock options, restricted stock, stock appreciation rights, restricted stock units, performance shares and performance units to employees, directors and consultants. We may grant options for terms of up to ten years at prices not lower than 100% of the fair market value of our common stock on the date of grant. Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years. Options granted to existing employees generally vest monthly over a period of four years. In May 2019, our stockholders approved an amendment to the Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”) to increase the number of authorized shares reserved for issuance under the 2004 Plan by 4.1 million shares. In May 2020, our board of directors approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by 0.8 million shares for inducement grants to new employees. In May 2021, our stockholders approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by 5.2 million shares to 21.5 million shares (excluding an additional 0.8 million then authorized for issuance as inducement grants to new employees). In August 2021, the Company’s board of directors approved another amendment to the 2004 plan and increased the number of shares reserved for issuance for inducement grants to new employees from the 0.8 million to 1.9 million. We started granting inducement grants in September 2020. Stock option activity in 2021 was as follows: Stock Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Balance at December 31, 2019 7,759,012 $ 8.59 Granted 1,944,562 15.59 Exercised (967,571 ) 8.27 Forfeited (234,054 ) 16.06 Balance at December 31, 2020 8,501,949 $ 10.02 Granted 2,513,350 22.43 Exercised (1,346,194 ) 9.01 Forfeited (296,146 ) 14.56 Balance at December 31, 2021 9,372,959 $ 13.35 6.8 $ 302.1 Exercisable at December 31, 2021 5,828,902 $ 9.99 5.6 $ 207.4 We expect all outstanding options to vest. The intrinsic value of stock options exercised, calculated based on the difference between the market value at the date of exercise and the exercise price, was $29.3 million for 2021, $14.0 million for 2020 and $0.5 million for 2019. The intrinsic value of stock options outstanding at December 31, 2021 was $302.1 million. Restricted stock unit (“RSU”), including Performance Stock Units (“PSUs”), activity in 2021 was as follows: Number of Restricted Stock Units Weighted Average Award Date Fair Value per Share Balance at December 31, 2019 839,075 $ 7.49 Granted 731,225 14.40 Exercised (435,450 ) 7.72 Forfeited (18,208 ) 10.37 Balance at December 31, 2020 1,116,642 $ 11.88 Granted 1,093,450 21.69 Exercised (606,240 ) 11.13 Forfeited (189,025 ) 21.32 Balance at December 31, 2021 1,414,827 $ 18.52 RSUs generally vest annually over two to three years. For 2021, the fair value of RSUs vested, calculated based on the units vested multiplied by the closing price of our common stock on the date of vesting, was $11.6 million. Performance Stock Units In May 2021, the Compensation and Talent Committee of the Company’s Board of Directors (“the Compensation Committee”) granted a total of 375,000 Performance Stock Units (“PSUs”) to certain employees with a weighted average grant date fair value of $25.32 per unit. The fair value of the PSUs was determined on the grant date based on the fair value of the Company’s common stock at such time. The PSUs consist of two equal tranches with 50% of each tranche vesting upon achieving certain performance criteria and 50% vesting at the one-year anniversary of such achievement provided the recipient has been continuously employed by the Company. The first tranche vests upon certification by the Compensation Committee that the new drug application (“NDA”) for omecamtiv mecarbil has been filed and accepted by the U.S. Food and Drug Administration (“FDA”) and the second tranche vests upon certification by the Compensation Committee that the FDA approval of the NDA is with an approved label that is consistent with the expectations underlying the Company’s commercial launch plans for omecamtiv mecarbil in effect immediately prior to such approval. As the FDA accepted our NDA for omecamtiv mecarbil subsequent to the year ended 2021, it resulted in change of estimate of the probability of meeting the performance conditions for the PSU grants during the fourth quarter of 2021. The previous estimate was based on assumptions that were the best available information at the time. The change of estimate resulted in a cancellation of 91,250 PSUs and decrease of $0.5 million in stock-based compensation expense for the year ended December 31, 2021. In 2021 , the Company recognized expense of $1.4 million for the first tranche of PSUs. No expense has been recognized for the second tranche. As of December 31, 2021, there were PSUs outstanding and $ 0.9 million unamortized stock-based compensation, which may vest and recognized with respect to the achievement of the performance goals and service period. The Company will assess the likelihood of achieving the performance conditions quarterly and the expense recognized will be adjusted accordingly. Employee Stock Purchase Plan Under our 2015 Employee Stock Purchase Plan (the “ESPP”), employees may purchase common stock up to a specified maximum amount at a price equal to 85% of the fair market value at certain plan-defined dates. In May 2020, the Company’s stockholders approved an amendment to the ESPP to increase the number of common stock shares reserved for issuance under the ESPP by 0.5 million shares. We issued 108,780 shares at an average price of $16.33 per share during 2021, 134,684 shares at an average price of $11.21 per share in 2020, and 172,113 shares at an average price of $6.43 per share in 2019 pursuant to the ESPP. At December 31, 2021, we have 338,040 shares of common stock reserved for issuance under the ESPP. Stock-Based Compensation Expense We use the Black-Scholes option pricing model to determine the fair value of stock option grants to employees and directors and employee stock purchase plan shares. The fair value of share-based payments was estimated on the date of grant based on the following assumptions: Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Options ESPP Options ESPP Options ESPP Risk-free interest rate 0.58% to 1.28% 0.05% 0.42% to 1.8% 0.11% to 1.8% 1.6% to 3.0% 1.8% to 2.4% Volatility 66% to 67% 66% to 67% 74% to 75% 74% to 75% 73% to 76% 73% to 76% Expected term in years 6.4 to 6.5 0.5 6.5 to 6.6 0.5 6.5 0.6 Expected dividend yield 0% 0% 0% 0% 0% 0% We use U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the options for the risk-free interest rate. We use our own volatility history based on its stock’s trading history and our own historical exercise and forfeiture activity to estimate expected term for option grants. We do not anticipate paying dividends in the foreseeable future and use an expected dividend yield of zero. We do not estimate forfeitures in our stock-based compensation. We measure compensation expense for restricted stock units at fair value on the date of grant and recognize the expense over the expected vesting period. We recognize stock-based compensation expense on a ratable basis over the requisite service period, generally the vesting period of the award for share-based awards. Stock-based compensation expense for 2021 and 2020 was as follows (in thousands): Years Ended December 31, 2021 2020 2019 Research and development $ 10,463 $ 6,949 $ 4,260 General and administrative 16,369 10,671 6,499 $ 26,832 $ 17,620 $ 10,759 Stock-based compensation expense for share-based awards to non-employees was $0.2 million in 2021, 2020, and 2019. As of December 31, 2021, we expect to recognize $44.5 million of unrecognized compensation cost related to unvested stock options over a weighted-average period of 2.7 years, $11.5 million of unrecognized compensation cost related to unvested restricted stock over a weighted-average period of 1.4 years, and $0.9 million of unrecognized compensation cost related to unvested PSUs, which may vest and recognized with respect to the achievement of the performance goals and service period. Warrants Pursuant to the Term Loan agreement described in Note 6 - Debt, we issued a warrant with an exercise price of $9.76 per share to purchase 23,065 shares of our common stock in 2019. The warrant was fully exercisable and expires in May 2029. As of December 31, 2019, warrants to purchase 165,424 shares of our common stock with a weighted average exercise price of $7.25 per share were outstanding. All outstanding warrants are fully exercisable and expire ten years after issuance. During the first quarter of 2020, in connection with the Term Loan Agreement further described in Note 6 - Debt, 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 during the first quarter of 2020. In July 2020, OTA LLC, an assignee of Oxford, exercised 51,214 warrants with a strike price of $6.59 per share, 48,892 warrants with a strike price of $6.903 per share, and 25,352 warrants with a strike price of $7.10 per share and elected the cashless settlement method. Accordingly, in July 2020, we issued to OTA LLC a total of 95,932 shares of our common stock. In October 2020, OTA LLC exercised 13,839 warrants with a strike price of $9.755 per share and elected cashless settlement method. Accordingly, in October 2020, we issued OTA LLC a total of 8,958 shares of our common stock. As of December 31, 2021, we had outstanding warrants issued pursuant to the Original Loan Agreement and Term Loan Agreement with a weighted average exercise price of $9.12 per share to purchase 47,722 shares of our common stock. Committed Equity Offering In 2019, we terminated our original Controlled Equity Offering SM 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. This settlement was recognized in equity as additional paid-in capital. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 Operating Leases In May 2021, we amended the lease agreement for buildings 250, 256 and 280 East Grand Avenue, South San Francisco, California for our existing facilities and extended the lease term until June 30, 2022, which was accounted for as a lease modification in accordance with Topic 842. Pursuant to such guidance, the Company remeasured the modified lease using the revised term as of the modification date. Adjustments were made to reflect the remeasured liability with the offset to the right-of-use asset. The lease includes rental payments and payment of certain operating expenses. Under the lease terms, we have minimum rental fee payment obligations of $0.5 million per month through the remaining term. As of December 31, 2021 , the remaining lease term and the discount rate used to determine the operating lease liability was 6.8% for buildings 250, 256 and 280 East Grand Avenue, South San Francisco, California. 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 and in May 2020, January 2021 and November 2021, we entered into first, second and third amendments to the lease (collectively the “Oyster Point Lease”). The Oyster Point Lease commenced on March 31, 2021 and upon commencement, we recognized a right-of-use asset of $ 77.9 million, a short-term lease liability of $ 3.7 million and a long-term lease liability of $ 85.3 million. The long-term lease liability includes $ 11.1 million of tenant improvement reimbursements as of March 31, 2021. The Oyster Point Lease had an initial expiration date of September 3 0 , 2033 and we have two consecutive five-year options to extend the lease. The options to extend the lease term were not included as part of the right-of-use asset or lease liability as the exercise of the options were not reasonably assured at the inception of the lease. During the third quarter of 2021, we amended the lease payment schedule and will be required to start making rent payments in January 2022. The lease term is extended until October 31, 2033 . The amendment was accounted for as a lease modification in accordance with Topic 842. As of , the remaining lease term of the Oyster Point Lease is 11.8 years and the discount rate used to determine the related lease liability was 10.1%. We paid a total security deposit of $5.1 million in December 2019 and December 2020. The landlord will provide a tenant improvement allowance of $43.6 million in aggregate for costs relating to the initial design and construction of the improvements. During the fourth quarter of 2021, we officially relocated from our existing headquarters located at 250, 256, and 280 East Grand Avenue, South San Francisco to our new facilities at Oyster Point. As a result of the relocation, we considered ceasing use of the existing headquarters, which triggered an impairment assessment. In connection with this assessment, we recorded an impairment loss of $2.8 million, consisting of right-of-use assets of the existing headquarters, which is included in operating expenses on the consolidated statement of operations As of December 31, 2021, the weighted average remaining lease term for the operating leases is 11.7 years and the weighted average discount rate used to determine the operating lease liability is 10.0% Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2021 and 2020 was $6.1 million and $6.7 million, respectively, and was included in net cash used in operating activities in our consolidated statements of cash flows. Finance Leases During the third quarter of 2021, we entered into a master lease agreement for laboratory equipment leases that was partially commenced in the fourth quarter of 2021. The leases have an initial term of 3 years and are expected to commence through the second quarter of 2022. The master lease agreement provides a purchase option with a bargain purchase price, which we expect to exercise at the end of the term. The Company classified the leases as finance leases. Finance leases are accounted for on the consolidated balance sheets with right-of-use assets and lease liabilities recognized in property and equipment, other current liabilities, and other non-current liabilities, respectively. The finance lease cost is recognized as a combination of the amortization expense for the right-of-use assets calculated on a straight-line basis over the five-year . As of December 31, 2021, the weighted average remaining lease term for the finance leases is 4.9 years and the weighted average discount rate used to determine the finance lease liabilities is 9.47%. There was no cash paid for amounts included in the measurement of finance lease liabilities for the year ended December 31, 2021. The undiscounted future non- cancellable lease payments under all our operating and finance lease agreements as of December 31, 2021 is as follows (in thousands): Years ending December 31: Operating Leases Finance Leases 2022 $ 15,611 $ 513 2023 17,060 479 2024 17,620 479 2025 18,199 — 2026 18,799 — Thereafter 146,193 — Total undiscounted future lease payments 233,482 1,471 Less: Present value adjustments (106,390 ) (166 ) Total lease liability $ 127,092 $ 1,305 The lease obligations for the finance leases that have not yet commenced as of December 31, 2021 is approximately $1.9 million, which are not included in the table above. These leases will commence through the second quarter of 2022 and expire in 2025. Rent expenses for the operating leases and finance leases were $23.1 million, $5.7 million and $5.1 million for 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes We did not record an income tax provision in 2021, 2020 and 2019 because we had net taxable losses. Our significant jurisdictions are the United States and California. The following reconciles the statutory federal income tax rate to our effective tax rate: Years Ended December 31, 2021 2020 2019 Tax at federal statutory tax rate 21 % 21 % 21 % State tax, net of federal benefits 0 % 1 % 3 % Change in state effected rates (1 )% (2 )% 4 % Tax credits, net 3 % 3 % 3 % Change in valuation allowance (24 )% (23 )% (30 )% Stock-based compensation 2 % 1 % (1 )% Other (1 )% (1 )% 0 % Total 0 % 0 % 0 % Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 181,977 $ 162,514 Tax credits 77,366 71,976 Liability related to sale of future royalties 38,302 36,989 Reserves and accruals 15,409 10,876 Capitalized R&D 1,115 2,370 Long-term lease liability 26,223 718 Deferred revenue 18,608 — Depreciation and amortization — 746 Total noncurrent deferred tax assets 359,000 286,189 Deferred tax liabilities: Depreciation and amortization (7,664 ) — Accounting method change — (927 ) Operating lease right-of-use assets (15,643 ) (651 ) Convertible notes (8,296 ) (9,832 ) Total noncurrent deferred tax liabilities (31,603 ) (11,410 ) Less: Valuation allowance (327,397 ) (274,779 ) Net deferred tax assets $ — $ — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Based upon the weight of available evidence, which includes our historical operating performance, reported cumulative net losses since inception, expected future losses, and difficulty in accurately forecasting our future results and an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable, we maintained a full valuation allowance on the net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $52.6 million in 2021 and increased by $28.9 million in 2020. At December 31, 2021 federal NOL carryforwards were $753.8 million and apportioned state NOL carryforwards before federal benefits were $323.1 million. If not utilized, federal and state operating loss carryforwards incurred prior to 2018 will begin to expire in various amounts beginning 2022 and 2028, respectively. At December 31, 2021, tax credits of $73.6 million and $17.8 million for federal and state income tax purposes, respectively consisted of Research and Development Credits and Orphan Drug Credits. If not utilized, the federal carryforwards will expire in various amounts beginning in 2021. California based credit carryforwards do not expire. 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 net operating losses and tax credits to offset future taxable income. We do not believe it has experienced an ownership change since 2006, however, a portion of its NOLs and tax credits prior to 2007 will be subject to limitations under Section 382. Activity related to our gross unrecognized tax benefits were (in thousands): Years Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 10,522 $ 9,922 $ 9,475 Decrease related to prior year tax positions (29 ) (3 ) — Increase related to current year tax positions 802 603 447 Balance at the end of the year $ 11,295 $ 10,522 $ 9,922 We are subject to income tax examination for all fiscal years with unutilized NOLs and tax credit carryforwards. Included in the balance of unrecognized tax benefits as of December 31, 2021, 2020 and 2019 are $10.3 million, $9.6 million and $9.1 million of tax benefits, respectively, that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code, including provisions addressing the carryback of net operating losses for specific periods, refunds of alternative minimum tax credits, temporary modifications to limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property. Additionally, the CARES Act provides for refundable employee retention tax credits and the deferral of the employer-paid portion of Social Security taxes. For the years ended December 31, 2021 and 2020, respectively, the Company’s income tax provision was not significantly impacted by the CARES Act. The Company will continue to closely monitor any effects from future legislation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events 2022 Royalty Pharma Transactions On January 7, 2022, we announced that we had entered into the RP Loan Agreement and the RP Aficamten RPA with RPDF and RPI ICAV respectively, each of which are affiliated with Royalty Pharma International plc. Under the RP Loan Agreement, we are entitled to receive up to $300.0 million in term loans, $50.0 million of which was disbursed to us on closing and the remaining $250.0 available to us upon our satisfaction of customary disbursement conditions and certain development conditions by specific deadlines, as follows: • $50.0 million of tranche 2 term loans during the one year period following the receipt on or prior to December 31, 2022 of marketing approval from FDA of omecamtiv mecarbil • $25.0 million of tranche 3 term loans during the one year period following the commercial availability of a diagnostic test measuring levels of omecamtiv mecarbil to support the final FDA label language applicable to such drug, subject to such commercial availability and the conditions to the tranche 2 term loans having occurred on or prior to December 31, 2022; • $75.0 million of tranche 4 term loans during the one year period following the receipt on or prior to September 30, 2024 of positive results from SEQUOIA-HCM, the Phase 3 trial for aficamten; and • $100.0 million of tranche 5 term loans during the one year period following the acceptance by the FDA on or prior to March 31, 2025 of an NDA for aficamten, subject to the conditions to the tranche 4 term loans having occurred on or prior to September 30, 2024. Each term loan under the RP Loan Agreement matures on the 10 year anniversary of the funding date for such term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such Term Loan, with the aggregate amount payable in respect of each term loan (including interest and other applicable fees) equal to 190% of the principal amount of the term loan (such amount with respect to each Term Loan, “Final Payment Amount”). We may prepay the term loans in full (but not in part) at any time at our option by paying an amount equal to the unpaid portion of Final Payment Amount for the outstanding Term Loans; provided that if the conditions for either the tranche 4 term loans or the tranche 5 term loans have been met, we must have borrowed at least $25 million principal amount of the tranche 4 or 5 term loans. In addition, the term loans under the RP Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics. In addition, on January 7, 2022, we entered into the RP Aficamten RPA with RPI ICAV, pursuant to which RPI ICAV purchased rights to certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees in exchange for up to $150.0 million in consideration, $50.0 million of which was paid on the closing date, $50.0 million of which is payable following the initiation of the first pivotal trial in oHCM for aficamten and $50.0 million of which is payable following the initiation of the first pivotal clinical trial in nHCM for aficamten. The RP Aficamten ARPA also provides that the parties will negotiate terms for additional funding if we achieve proof of concept results in certain other indications for aficamten, with a reduction in the applicable royalty if we and RPI ICAV fail to agree on such terms in certain circumstances. Pursuant to the RP Aficamten RPA, RPI ICAV purchased the right to receive a percentage of net sales equal to 4.5% for annual worldwide net sales of pharmaceutical products containing aficamten up to $1 billion and 3.5% for annual worldwide net sales of pharmaceutical products containing aficamten in excess of $1 billion, subject to reduction in certain circumstances. Commensurate with our entry into the RP Loan Agreement and RP Aficamten RPA, we terminated the Term Loan Agreement with the Lenders and repaid all amounts outstanding thereunder. |
Organization and Accounting P_2
Organization and Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. We are 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 $1,207.6 million 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, 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 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. 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 after the issuance of these consolidated financial statements. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) 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 periods. We evaluate our estimates on an ongoing basis. 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. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Cytokinetics, Incorporated and its wholly-owned subsidiary and have been prepared in accordance with GAAP. Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform the prior period presentation to the current year. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits. Our exposure to credit risk associated with non-payment is limited to Astellas Pharma Inc. for co-funding one-third of the out-of-pocket clinical development costs which may be incurred in connection with Cytokinetics’ Phase 3 clinical trial, COURAGE-ALS, of reldesemtiv in ALS up to a maximum contribution by Astellas of $12.0 million, to our strategic partner in the People’s Republic of China (including the Hong Kong and Macau Special Administration Districts) (“China”) and Taiwan, Ji Xing Pharmaceuticals Limited (“Ji Xing”), and Royalty Pharma Investments ICAV (“RPI ICAV”), to whom we sold a revenue interest in our net sales of pharmaceutical products containing aficamten under a revenue interest purchase agreement, dated January 7, 2022 (the “RP Aficamten RPA”), as further described in Note 11 below. Drug candidates we develop may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies prior to commercial sales. There can be no assurance that our drug candidates will receive any of the required approvals or clearances. If we were to be denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. |
Investments | Investments Available-for-sale investments. Our investments consist of U.S. Treasury securities, U.S. and non-U.S. government agency bonds, commercial paper, global portfolio of corporate debt and money market funds. We designate all investments as available-for-sale and report them at fair value, based on quoted market prices, with unrealized gains and losses recorded in accumulated other comprehensive income and loss. The cost of securities sold is based on the specific-identification method. Investments with original maturities greater than three months and remaining maturities of one year or less are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in Interest and other income, net. Recognized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in Interest and other income, net. Interest and dividends on securities classified as available-for-sale are included in Interest and other income, net. All of our available-for-sale investments are subject to a periodic impairment review. If an impairment is the result of a credit loss, we recognize an allowance for credit losses (“ACL”). ACL’s reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. We recognize an impairment charge when a decline in the fair value of investments below the cost basis is judged to be other-than-temporary. Factors we consider in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we have the intent and ability to hold the investment to maturity. When we determine that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three years for computer equipment and software, five years for laboratory equipment and office equipment, and seven years for furniture and fixtures. Amortization of leasehold improvements and finance lease right-of-use assets are computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, typically ranging from three to twenty-two years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We review long-lived assets, including property, equipment and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Impairment is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. |
Leases | Leases We determine if the arrangement contains a lease at inception based on whether the contract conveys the right to control the use of an identified asset. The lease classification is determined at lease commencement, which is the date the underlying asset is available for use by the Company, and preliminary based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). We determined the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. In addition to the fixed minimum lease payments required under the lease arrangements, certain leases include payments of operating expenses that may be revised based on the landlord’s estimate. These variable payments are excluded from the lease payments used to determine the right-of-use asset and lease liability and are recognized when the associated activity occurs. We recognize right-of-use assets and short-term and long-term lease liabilities on our consolidated balance sheets for operating leases. The right-of-use asset and short-term and long-term lease liabilities for finance leases are recognized in property and equipment, other current liabilities, and other non-current liabilities, respectively, on the consolidated balance sheets. In determining the present value of lease payments, we estimated our incremental borrowing rate based on information available upon commencement. We base the lease liabilities on the present value of remaining lease payments over the remaining terms of the leases using an estimated rate of interest that we would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The initial right-of-use asset, for both operating and finance leases, is measured based on the lease liability adjusted for any initial direct costs, lease prepayments, and lease incentives. We recognize rent expense for operating leases on a straight-line basis over the lease term in operating expenses on the consolidated statements of operations. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest, which is recorded in interest expense. We exclude from our consolidated balance sheets recognition of leases having a term of 12 months or less (short-term leases). We account for lease and non-lease components as a single component for our operating leases . Our operating leases consist of the facilities leases with KR Oyster Point 1, LLC (the “Kilroy Lease”) and Britannia Pointe Grand Limited Partnership (the “Britannia Leases”) and our finance leases are for laboratory equipment. |
Revenue Recognition | Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration for those goods or services. To recognize revenue from a contract with a customer, we: (i) identify our contracts with our customers; (ii) identify our distinct performance obligations in each contract; (iii) determine the transaction price of each contract; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue as we satisfy our performance obligations. At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Arrangements We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; and (iv) research and development cost reimbursements. Each of these payments results in collaboration or other revenues. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The stand-alone selling price may include such items as, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, to determine the transaction price to allocate to each performance obligation. For our collaboration agreements that include more than one performance obligation, such as a license combined with a commitment to perform research and development services, we make judgments to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate our progress each reporting period and, if necessary, adjust the measure of a performance obligation and related revenue recognition. License Fees : If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone : We use judgment to determine whether a milestone is considered probable of being reached. Using the most likely amount method, we include the value of a milestone payment in the consideration for a contract at inception if we then conclude achieving the milestone is more likely than not. Otherwise, we exclude the value of a milestone payment from contract consideration at inception and recognize revenue for a milestone at a later date, when we judge that it is probable the milestone will be achieved. If we conclude it is probable that a significant revenue reversal would not occur, the associated milestone is included in the transaction price. We then allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. Royalties : For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. To date, we have not recognized any royalty revenues resulting from contracts. Research and Development Cost Reimbursements : Our joint programs with Astellas under that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020, as amended (the “Astellas OSSA Agreement”), and with Amgen under that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”) (both of the Astellas OSSA Agreement and the Amgen Agreement having now been terminated), included promises of research and development services. We also entered into the Fast Skeletal Regulatory Activator Agreement with Astellas, dated April 23, 2020 (the “Astellas FSRA Agreement”). Unde r the Astellas FSRA Agreement, As tellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12.0 million. We determined that these services collectively were distinct from any licenses provided to Astellas and Amgen under such agreements, and as such, these promises were accounted for as a separate performance obligation recorded over time. We recognized revenue for these services as the performance obligations are satisfied, which we estimated using internal research and development costs incurred. |
Accrued Research and Development Expenditures | Accrued Research and Development Expenditures A substantial portion of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations (“CROs”) and other vendors and our accruals for expenses for preclinical studies and clinical trials may be significant. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, milestones achieved and percentage of work completed to date. We monitor patient enrollment levels and related activities to the extent practicable through internal reviews, correspondence and status meetings with CROs, and review of contractual terms. We depend on the timeliness and accuracy of data provided by our CROs and other vendors to accrue expenses. If we receive and rely on incomplete or inaccurate data, accruals and expenses may be too high or too low at a given point in time and corresponding adjustments to accruals and expenses would be made in future periods when the actual expense becomes known. |
Revenue Participation Right Purchase Agreements | Revenue Participation Right Purchase Agreements We have entered into certain revenue participation right purchase agreements with certain investors, pursuant to which such investors purchased rights to royalties from certain revenue streams in exchange for consideration. We typically account for such agreements as debt to be amortized under the effective interest rate method over the life of the related royalty stream, when we have continuing involvement with the underlying R&D. We typically account for such agreements as deferred income to Revenue participation right purchase agreements are recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. We will periodically assess the amount and timing of expected royalty payments and account for any changes in such estimates on a prospective basis . |
Research and Development Expenditures | Research and Development Expenditures Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of clinical manufacturing costs, preclinical study expenses, consulting and other third-party costs, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. We recognize uncertain tax positions taken or expected to be taken on a tax return. Tax positions are initially recognized when it is We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. The only aspect of ASU 2019-12 that had a material impact on our consolidated financial statements was the removal of the exception related to intraperiod tax allocation. Starting in 2019, we followed the general intraperiod allocation of tax expense. We have a loss from continuing operations and subsequent to the adoption of ASU 2019-12, we determined the amount attributable to continuing operations without regard to the tax effect of other items. We prospectively applied the ASU 2019-12 amendment related to intraperiod tax allocation. Had the Company not adopted ASU 2019-12, upon issuance of the convertible notes in 2019 (see Note 6 – Debt Due to our net loss position, the income tax benefit generated without the adoption of ASU 2019-12 was a non-cash benefit. The adoption of ASU 2019-12 did not impact our cash flows. |
Stock-Based Compensation | Stock-Based Compensation We maintain equity incentive plans under which incentive stock options may be granted to employees and nonqualified stock options, restricted stock awards, performance-based stock units and stock appreciation rights may be granted to employees, directors, consultants and advisors. In addition, we maintain an employee stock purchase plan (“ESPP”) under which employees may purchase shares of our common stock through payroll deductions. Stock-based compensation expense related to stock options granted to employees and directors is recognized based on the grant date estimated fair values using the Black Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. Stock-based compensation expense related to performance-based stock units granted to employees is recognized based on the grant-date fair value of each award and recorded as expense over the vesting period using the ratable method when the underlying performance conditions are deemed probable. Stock-based compensation expense related to the ESPP is recognized based on the fair value of each award estimated on the first day of the offering period using the Black Scholes option pricing model and recorded as expense over the service period using the straight-line method. |
Amortization of Debt Discount and Issuance Costs | Amortization of Debt Discount and Issuance Costs Debt discount and issuance costs, consisting of legal and other fees directly related to the debt as well as the discount created by the bifurcation of the equity component and the debt component of the convertible senior notes due 2026 (the “2026 Notes”), are offset against gross proceeds from the issuance of debt and are amortized to interest expense over the estimated life of the debt based on the effective interest method. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Under ASU 2020-06 the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also provides for certain disclosures with regard to convertible instruments and associated fair values. ASU 2020-06 will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. ASU 2020-06 provides companies with the option to adopt the new standard using either the full retrospective or modified retrospective method. We will adopt this new guidance using the modified retrospective method as of January 1, 2022 with respect to our convertible senior notes due 2026 (the “2026 Notes”). The adoption of this new guidance is estimated to result in an increase in the carrying value of the 2026 Notes by approximately $38.9 million to reflect the full principal amount of the convertible notes outstanding, net of issuance costs, a decrease in additional paid-in capital of approximately $49.5 million to remove the equity component separately recorded for the conversion feature associated with the convertible notes, a cumulative-effect adjustment of approximately $10.6 million to the beginning balance of our accumulated deficit as of January 1, 2022, and a reversal of the related deferred tax liability of $8.3 million with a corresponding increase in our valuation allowance. The adoption of this new guidance is expected to reduce non-cash interest expense for the year ending December 31, 2022 and until the 2026 Notes have been settled. The remaining debt issuance costs will continue to be amortized over the term of the notes. There is no expected impact to our Consolidated Statement of Cash Flows as a result of the adoption. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Instruments Excluded from the Computation of Diluted Net Loss Per Share | The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands): Years Ended December 31, 2021 2020 2019 Options to purchase common stock 9,373 8,510 7,759 Warrants to purchase common stock 48 48 165 Restricted stock and performance units 1,415 1,117 839 Shares issuable related to the ESPP 8 12 27 Shares issuable upon conversion of convertible notes 16,675 16,675 16,675 Total shares 27,519 26,362 25,465 |
Research and Development Arra_2
Research and Development Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research And Development [Abstract] | |
Summary of License Revenues and Milestone Revenues | License and milestone revenues recognized during 2021, 2020 and 2019 were as follows (in thousands): Years Ended December 31, 2021 2020 2019 License revenues $ 54,856 $ 36,501 $ — Milestone revenues 5,000 2,800 — $ 59,856 $ 39,301 $ — |
Schedule of Allocated Consideration | The Ji Xing OM License Agreement, as defined below, and the sales of common stock to the RTW Investors in December 2021, as described below, (together the “2021 RTW Transactions”) were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were two units of accounting in the 2021 RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820 ASC 606 (in thousands) Allocated Consideration Units of Accounting: License and collaboration $ 54,856 Common stock (fair value) 15,144 Total consideration $ 70,000 The 2020 RTW Transactions were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were three units of accounting in the 2020 RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820, Fair Value Measurement, ASC 606, Revenue from Contracts with Customers, (in thousands) Allocated Consideration Units of Accounting: License and collaboration (residual) $ 36,501 Royalty (fair value) 87,000 Common stock (fair value) 36,499 Total consideration $ 160,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): December 31, 2021 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 115,937 $ — $ — $ 115,937 U.S. Treasury securities Level 1 133,498 1 (268 ) 133,231 U.S. and non-U.S. government agency bonds Level 2 33,489 — (53 ) 33,436 Commercial paper Level 2 169,622 6 (19 ) 169,609 U.S. and non-U.S. corporate obligations Level 2 175,282 — (536 ) 174,746 $ 627,828 $ 7 $ (876 ) $ 626,959 December 31, 2020 Fair Value Hierarchy Level Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds Level 1 $ 80,050 $ — $ — $ 80,050 U.S. Treasury securities Level 1 274,407 147 (8 ) 274,546 U.S. government agency bonds Level 2 51,581 15 (3 ) 51,593 Commercial paper Level 2 49,500 3 (1 ) 49,502 U.S. and non-U.S. corporate obligations Level 2 42,392 7 (11 ) 42,388 $ 497,930 $ 172 $ (23 ) $ 498,079 The available-for-sale securities in our consolidated balance sheet (in thousands) December 31, 2021 December 31, 2020 Cash equivalents $ 115,937 $ 80,050 Short-term investments 358,972 381,075 Long-term investments 152,050 36,954 $ 626,959 $ 498,079 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Property and Equipment | Our property and equipment consisted of (in thousands): December 31, 2021 2020 Property and equipment, net: Laboratory equipment $ 18,837 $ 18,160 Computer equipment and software 4,605 2,940 Office equipment, furniture and fixtures 4,042 1,885 Leasehold improvements 60,343 5,872 Construction in progress 224 9,130 Right-of-use assets, finance lease 1,409 — Total property and equipment 89,460 37,987 Less: Accumulated depreciation and amortization (16,189 ) (24,641 ) $ 73,271 $ 13,346 |
Summary of Accrued Liabilities | Our accrued liabilities were as follows (in thousands): December 31, 2021 2020 Accrued liabilities: Clinical and preclinical costs $ 13,872 $ 6,124 Compensation related 14,930 11,787 Other accrued expenses 5,568 1,404 Total accrued liabilities $ 34,370 $ 19,315 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: 2022 $ 23,595 2023 30,108 Future minimum payments 53,703 Less: Interest and final payment (8,703 ) Term Loan, gross $ 45,000 |
Schedule of Interest Expense on 2026 Notes | I nterest expense recognized on the 2026 Notes for 2021, 2020 and 2019 (in thousands) is as follows: Years Ended December 31, 2021 2020 2019 Contractual interest expense $ 5,520 $ 5,520 $ 721 Accretion of debt discount 5,907 5,246 673 Accretion of debt issuance costs 59 52 6 Total interest costs recognized $ 11,486 $ 10,818 $ 1,400 |
Liabilities Related to Revenu_2
Liabilities Related to Revenue Participation Right Purchase Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Royalty Liability [Abstract] | |
Schedule of Activity within Liabilities Related to Revenue Participation Right Purchase Agreements | Changes to the RP OM Liability related to the sale of future royalties are as follows (in thousands): 2021 2020 Beginning balance, January 1 $ 166,068 $ 143,276 Interest accretion 12,892 22,713 Amortization of issuance costs 112 79 Ending balance, December 31 $ 179,072 $ 166,068 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Stock Option Activity | Stock option activity in 2021 was as follows: Stock Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Balance at December 31, 2019 7,759,012 $ 8.59 Granted 1,944,562 15.59 Exercised (967,571 ) 8.27 Forfeited (234,054 ) 16.06 Balance at December 31, 2020 8,501,949 $ 10.02 Granted 2,513,350 22.43 Exercised (1,346,194 ) 9.01 Forfeited (296,146 ) 14.56 Balance at December 31, 2021 9,372,959 $ 13.35 6.8 $ 302.1 Exercisable at December 31, 2021 5,828,902 $ 9.99 5.6 $ 207.4 |
Summary of Restricted Stock Unit Activity Including Performance Stock Units | Restricted stock unit (“RSU”), including Performance Stock Units (“PSUs”), activity in 2021 was as follows: Number of Restricted Stock Units Weighted Average Award Date Fair Value per Share Balance at December 31, 2019 839,075 $ 7.49 Granted 731,225 14.40 Exercised (435,450 ) 7.72 Forfeited (18,208 ) 10.37 Balance at December 31, 2020 1,116,642 $ 11.88 Granted 1,093,450 21.69 Exercised (606,240 ) 11.13 Forfeited (189,025 ) 21.32 Balance at December 31, 2021 1,414,827 $ 18.52 |
Fair Value of Share-Based Payments was Estimated on Date of Grant Based on Assumptions | We use the Black-Scholes option pricing model to determine the fair value of stock option grants to employees and directors and employee stock purchase plan shares. The fair value of share-based payments was estimated on the date of grant based on the following assumptions: Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 Options ESPP Options ESPP Options ESPP Risk-free interest rate 0.58% to 1.28% 0.05% 0.42% to 1.8% 0.11% to 1.8% 1.6% to 3.0% 1.8% to 2.4% Volatility 66% to 67% 66% to 67% 74% to 75% 74% to 75% 73% to 76% 73% to 76% Expected term in years 6.4 to 6.5 0.5 6.5 to 6.6 0.5 6.5 0.6 Expected dividend yield 0% 0% 0% 0% 0% 0% |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense for 2021 and 2020 was as follows (in thousands): Years Ended December 31, 2021 2020 2019 Research and development $ 10,463 $ 6,949 $ 4,260 General and administrative 16,369 10,671 6,499 $ 26,832 $ 17,620 $ 10,759 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Undiscounted Future Non-cancellable Lease Payments under the Operating and Finance Lease Agreements | The undiscounted future non- cancellable lease payments under all our operating and finance lease agreements as of December 31, 2021 is as follows (in thousands): Years ending December 31: Operating Leases Finance Leases 2022 $ 15,611 $ 513 2023 17,060 479 2024 17,620 479 2025 18,199 — 2026 18,799 — Thereafter 146,193 — Total undiscounted future lease payments 233,482 1,471 Less: Present value adjustments (106,390 ) (166 ) Total lease liability $ 127,092 $ 1,305 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate | The following reconciles the statutory federal income tax rate to our effective tax rate: Years Ended December 31, 2021 2020 2019 Tax at federal statutory tax rate 21 % 21 % 21 % State tax, net of federal benefits 0 % 1 % 3 % Change in state effected rates (1 )% (2 )% 4 % Tax credits, net 3 % 3 % 3 % Change in valuation allowance (24 )% (23 )% (30 )% Stock-based compensation 2 % 1 % (1 )% Other (1 )% (1 )% 0 % Total 0 % 0 % 0 % |
Summary of Deferred Tax Assets, Net | Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 181,977 $ 162,514 Tax credits 77,366 71,976 Liability related to sale of future royalties 38,302 36,989 Reserves and accruals 15,409 10,876 Capitalized R&D 1,115 2,370 Long-term lease liability 26,223 718 Deferred revenue 18,608 — Depreciation and amortization — 746 Total noncurrent deferred tax assets 359,000 286,189 Deferred tax liabilities: Depreciation and amortization (7,664 ) — Accounting method change — (927 ) Operating lease right-of-use assets (15,643 ) (651 ) Convertible notes (8,296 ) (9,832 ) Total noncurrent deferred tax liabilities (31,603 ) (11,410 ) Less: Valuation allowance (327,397 ) (274,779 ) Net deferred tax assets $ — $ — |
Schedule of Activity Related to our Gross Unrecognized Tax Benefits | Activity related to our gross unrecognized tax benefits were (in thousands): Years Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 10,522 $ 9,922 $ 9,475 Decrease related to prior year tax positions (29 ) (3 ) — Increase related to current year tax positions 802 603 447 Balance at the end of the year $ 11,295 $ 10,522 $ 9,922 |
Organization and Accounting P_3
Organization and Accounting Policies - Additional Information (Detail) $ in Thousands | Jan. 01, 2022USD ($) | Dec. 31, 2021USD ($)Financial_InstitutionObligation | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Accumulated deficit incurred | $ (1,207,620) | $ (992,306) | ||
Net loss | (215,314) | (127,290) | $ (121,692) | |
Net cash provided by (used in) operating activities | 142,522 | (8,943) | 90,907 | |
Cash, cash equivalents and investments | $ 623,700 | $ 501,000 | ||
Cash requirements term | 12 months | |||
Number of major financial institutions | Financial_Institution | 2 | |||
Without Adoption of ASU 2019-12 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred tax benefit | $ 12,000 | |||
ASU 2020-06 [Member] | Subsequent Event [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 | |||
Decrease in additional paid-in capital | $ 49,500 | |||
Deferred tax liability reversal | 8,300 | |||
ASU 2020-06 [Member] | Subsequent Event [Member] | 2026 Notes [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase in carrying value | 38,900 | |||
ASU 2020-06 [Member] | Cumulative-Effect Adjustment [Member] | Subsequent Event [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated accumulated deficit | $ (10,600) | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of performance obligation | Obligation | 1 | |||
Computer Equipment and Software [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives | 3 years | |||
Laboratory Equipment and Office Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives | 5 years | |||
Furniture and Fixtures [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives | 7 years | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives | 3 years | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment estimated useful lives | 22 years | |||
Astellas [Member] | Astellas FSRA Agreement [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Payment of development costs for clinical trials of reldesemtiv | $ 12,000 |
Net Loss Per Share - Instrument
Net Loss Per Share - Instruments Excluded from the Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 27,519 | 26,362 | 25,465 |
Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 9,373 | 8,510 | 7,759 |
Warrants to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 48 | 48 | 165 |
Restricted Stock and Performance Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 1,415 | 1,117 | 839 |
Shares Issuable Related to the ESSP [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 8 | 12 | 27 |
Shares Issuable Upon Conversion of Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares | 16,675 | 16,675 | 16,675 |
Research and Development Arra_3
Research and Development Arrangements - Summary of License Revenue and Milestone Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Total revenues | $ 70,428 | $ 55,828 | $ 26,868 |
License Revenues [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Total revenues | 54,856 | 36,501 | 0 |
Collaborative Arrangement [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Total revenues | 59,856 | 39,301 | 0 |
Collaborative Arrangement [Member] | License Revenues [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Total revenues | 54,856 | 36,501 | 0 |
Collaborative Arrangement [Member] | Milestone Revenues [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Total revenues | $ 5,000 | $ 2,800 | $ 0 |
Research and Development Arra_4
Research and Development Arrangements - Schedule of Allocated Consideration (Details) - USD ($) $ in Thousands | Jul. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total revenues | $ 70,428 | $ 55,828 | $ 26,868 | ||
Collaborative Arrangement [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total revenues | $ 59,856 | $ 39,301 | $ 0 | ||
RTW [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total consideration | $ 70,000 | ||||
RTW [Member] | Collaborative Arrangement [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total consideration | $ 160,000 | ||||
RTW [Member] | Common Stock [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Fair value of common stock | 15,144 | ||||
RTW [Member] | Common Stock [Member] | Collaborative Arrangement [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Fair value of common stock | 36,499 | ||||
RTW [Member] | License And Collaboration [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total revenues | $ 54,856 | ||||
RTW [Member] | License And Collaboration [Member] | Collaborative Arrangement [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Total revenues | 36,501 | ||||
RTW [Member] | Royalty [Member] | Collaborative Arrangement [Member] | |||||
Allocated Transaction Prices Of Collaborative Arrangements [Line Items] | |||||
Fair Value of Royalty | $ 87,000 |
Research and Development Arra_5
Research and Development Arrangements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 20, 2021 | Jul. 14, 2020 | Apr. 23, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | $ 70,428 | $ 55,828 | $ 26,868 | ||||
Net proceeds of issuance of common stock | 0 | 0 | 36,214 | ||||
Amount received as milestone payment | $ 5,000 | 2,500 | |||||
Long-term deferred revenue | 87,000 | 87,000 | |||||
Accounts receivable | 51,819 | 4,420 | |||||
Astellas [Member] | Accounting Standards Update 2014-09 | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Accounts receivable | 1,800 | 2,700 | |||||
License Revenues [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | 54,856 | 36,501 | 0 | ||||
Research and Development Revenues [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | 10,572 | 16,527 | 26,868 | ||||
Research and Development Revenues [Member] | Astellas [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | 3,200 | 6,600 | 13,100 | ||||
Research And Development Milestone Grant And Other Revenues Net | Amgen | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | 7,400 | 10,000 | $ 13,800 | ||||
Accounts receivable | 0 | 1,700 | |||||
Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Nonrefundable payment obligation | $ 50,000 | ||||||
Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | Rights Granted [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Nonrefundable payment obligation | 40,000 | ||||||
Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | New Drug Application [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Nonrefundable payment obligation | $ 10,000 | ||||||
Common Stock Purchase Agreements [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Issuance of common stock upon private placement, shares | 511,182 | 2,000,000 | |||||
Shares Issued, price per share | $ 39.125 | $ 25 | |||||
Net proceeds of issuance of common stock | $ 20,000 | $ 50,000 | |||||
Common stock purchase agreement date | Dec. 20, 2021 | Jul. 14, 2020 | |||||
Excess amount paid over the fair value of the shares | $ 4,900 | $ 13,500 | |||||
Fair value of common stock | 15,100 | 36,500 | |||||
Ji Xing Aficamten License and Collaboration Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | 25,000 | ||||||
Ji Xing Aficamten License and Collaboration Agreement [Member] | License Revenues [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total revenues | 0 | 36,500 | |||||
Royalty Purchase Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Sale of interest in future royalties | 85,000 | ||||||
Fair Value of Royalty | $ 87,000 | ||||||
Long-term deferred revenue | $ 87,000 | ||||||
Maximum [Member] | Two Thousand Sixteen Amendment | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment of development costs for clinical trials of reldesemtiv | $ 12,000 | ||||||
Maximum [Member] | Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential additional payments receivable | $ 330,000 | ||||||
Maximum [Member] | Ji Xing Aficamten License and Collaboration Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential additional payments receivable | 200,000 | ||||||
Maximum [Member] | Funding Agreement [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential milestone receivable | $ 90,000 |
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) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 626,959 | $ 498,079 |
Long-term Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 152,050 | 36,954 |
Cash Equivalents [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 115,937 | 80,050 |
Short-term Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 358,972 | 381,075 |
Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 627,828 | 497,930 |
Unrealized Gains | 7 | 172 |
Unrealized Losses | (876) | (23) |
Fair Value | 626,959 | 498,079 |
Money Market Funds [Member] | Fair Value Measurements Using Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 115,937 | 80,050 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 115,937 | 80,050 |
U.S. Treasury Securities [Member] | Fair Value Measurements Using Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 133,498 | 274,407 |
Unrealized Gains | 1 | 147 |
Unrealized Losses | (268) | (8) |
Fair Value | 133,231 | 274,546 |
U.S. and Non-U.S. Government Agency Bonds [Member] | Fair Value Measurements Using Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 33,489 | |
Unrealized Gains | 0 | |
Unrealized Losses | (53) | |
Fair Value | 33,436 | |
U.S. Government Agency Bonds [Member] | Fair Value Measurements Using Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 51,581 | |
Unrealized Gains | 15 | |
Unrealized Losses | (3) | |
Fair Value | 51,593 | |
Commercial Paper [Member] | Fair Value Measurements Using Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 169,622 | 49,500 |
Unrealized Gains | 6 | 3 |
Unrealized Losses | (19) | (1) |
Fair Value | 169,609 | 49,502 |
U.S. and Non-U.S. Corporate Obligations [Member] | Fair Value Measurements Using Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Cash and Cash Equivalents and Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 175,282 | 42,392 |
Unrealized Gains | 0 | 7 |
Unrealized Losses | (536) | (11) |
Fair Value | $ 174,746 | $ 42,388 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Interest Income | $ 1,000,000 | $ 5,300,000 | $ 4,500,000 |
Credit losses on debt securities | 0 | 0 | |
Long-term debt, fair value | 47,400,000 | ||
Convertible debt, fair value | 618,900,000 | ||
Liability related to the sale of future royalties, net | 179,072,000 | $ 166,068,000 | $ 143,276,000 |
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 Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 89,460 | $ 37,987 |
Less: Accumulated depreciation and amortization | (16,189) | (24,641) |
Total property and equipment, net | 73,271 | 13,346 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 18,837 | 18,160 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,605 | 2,940 |
Office Equipment, Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,042 | 1,885 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 60,343 | 5,872 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 224 | 9,130 |
Right-of-Use Assets, Finance Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,409 | $ 0 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||
Depreciation expense | $ 2.3 | $ 1.8 | $ 1.3 |
Employer contributions under the plan | $ 1.1 | $ 0.9 | $ 0.6 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued liabilities: | ||
Clinical and preclinical costs | $ 13,872 | $ 6,124 |
Compensation related | 14,930 | 11,787 |
Other accrued expenses | 5,568 | 1,404 |
Total accrued liabilities | $ 34,370 | $ 19,315 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 30, 2021USD ($) | Nov. 13, 2019USD ($)$ / sharesshares | Nov. 07, 2019$ / shares | Dec. 31, 2021USD ($)InstallmentDay$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 17, 2019USD ($) |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 16,440,000 | $ 15,963,000 | $ 6,623,000 | ||||
Net proceeds from convertible notes, net of debt discount and issuance costs | 0 | 0 | 133,860,000 | ||||
Purchase of capped call options associated with convertible notes | 0 | 0 | 13,386,000 | ||||
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] | Term Loan Agreement [Member] | Equipment Software and Other Property [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount drawn under lease agreement | 1,400,000 | ||||||
Oxford and Silicon Valley Bank [Member] | Term Loan Agreement [Member] | Maximum [Member] | Equipment Software and Other Property [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Drawn amount future exceed limit | $ 3,000,000 | ||||||
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 | $ 4,800,000 | $ 4,900,000 | $ 5,200,000 | ||||
Stated interest rate on the amounts borrowed under the Agreement | 8.05% | ||||||
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 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 | ||||||
Debt instrument, maturity year and month | 2023-12 | ||||||
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 was 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 aficamten in cardiomyopathy and has been extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. 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 | ||||||
Debt instrument interest, discount rate | 12.00% | ||||||
Carrying amount of the equity component | $ 49,500,000 | ||||||
Debt issuance costs | 5,000,000 | ||||||
Unamortized debt issuance cost | $ 2,500,000 | ||||||
Debt instrument, unamortized discount | $ 40,100,000 | ||||||
Unamortized debt discount amortization period | 4 years 10 months 24 days | ||||||
Conversion of units | shares | 16.7 | ||||||
Conversion of units | $ 760,000,000 | ||||||
Stock price | $ / shares | $ 45.58 | ||||||
If-converted value in excess of principal amount | $ 622,000,000 | ||||||
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 | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 23,595 |
2023 | 30,108 |
Future minimum payments | 53,703 |
Long-term debt, alternative | |
Future minimum payments | 53,703 |
Less: Interest and final payment | (8,703) |
Term Loan, gross | $ 45,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense on 2026 Notes (Detail) - 2026 Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 5,520 | $ 5,520 | $ 721 |
Accretion of debt discount | 5,907 | 5,246 | 673 |
Accretion of debt issuance costs | 59 | 52 | 6 |
Total interest costs recognized | $ 11,486 | $ 10,818 | $ 1,400 |
Liabilities Related to Revenu_3
Liabilities Related to Revenue Participation Right Purchase Agreements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2022 | |
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Purchase of common stock shares | 84,799,542 | 71,015,183 | |||
Liabilities | $ 597,456 | $ 420,420 | |||
Royalty Purchase Finance Trust Agreement [Member] | |||||
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Imputed rate of interest on unamortized liability | 10.00% | 15.00% | |||
Non-cash interest expense recognized | $ 12,900 | $ 22,700 | $ 20,700 | ||
Cash payment under royalty agreement | $ 90,000 | ||||
Purchase of common stock shares | 875,656 | ||||
Stock issued during period, value, issued for services | $ 10,000 | ||||
Liabilities | $ 92,300 | ||||
Royalty Purchase Finance Trust Agreement [Member] | Minimum [Member] | |||||
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Percent of royalty on net sale | 4.50% | ||||
Royalty Purchase Finance Trust Agreement [Member] | Maximum [Member] | |||||
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Additional percent of royalty on net sale | 1.00% | ||||
Royalty Purchase Finance Trust Agreement [Member] | Forecast [Member] | Minimum [Member] | |||||
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Percent of royalty on net sale | 4.90% | ||||
Change in Accounting Estimate [Member] | |||||
Liabilities Related To Revenue Participation Right Purchase Agreements [Line Items] | |||||
Imputed rate of interest on unamortized liability | 10.00% | 15.00% | |||
Non-cash interest expense recognized | $ 12,900 | $ 22,700 | |||
Reduction in net loss | $ (11,500) | ||||
Reduction in net loss per share | $ 0.15 |
Liabilities Related to Revenu_4
Liabilities Related to Revenue Participation Right Purchase Agreements - Schedule Represents Allocation of Transaction Consideration on a Relative Fair Value Basis to the Liability and the Common Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Royalty Liability [Abstract] | ||
Liability related to sale of future royalties beginning balance | $ 166,068 | $ 143,276 |
Interest accretion | 12,892 | 22,713 |
Amortization of issuance costs | 112 | 79 |
Liability related to sale of future royalties ending balance | $ 179,072 | $ 166,068 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2021USD ($)$ / sharesshares | May 31, 2021Tranche$ / sharesshares | Oct. 31, 2020$ / sharesshares | Jul. 31, 2020$ / sharesshares | May 31, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 31, 2021shares | May 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Intrinsic value of stock options outstanding | $ | $ 302,100 | $ 302,100 | ||||||||||
Allocated share based compensation expense | $ | $ 26,832 | $ 17,620 | $ 10,759 | |||||||||
Warrants outstanding to purchase upon exercise of common stock | 23,065 | 23,065 | ||||||||||
Warrants exercise price | $ / shares | $ 9.76 | $ 9.76 | ||||||||||
Warrants expiration date | 2029-05 | |||||||||||
Outstanding warrants | 165,424 | 165,424 | ||||||||||
Outstanding warrants, weighted average exercise price | $ / shares | $ 7.25 | $ 7.25 | ||||||||||
Expiry period of warrants after date of issuance | 10 years | |||||||||||
Common stock, shares issued | 84,799,542 | 84,799,542 | 71,015,183 | |||||||||
Commision of gross sales proceeds | 3.00% | |||||||||||
Net proceeds of issuance of common stock | $ | $ 0 | $ 0 | 36,214 | |||||||||
Claims settlement | $ | $ 2,200 | $ 0 | $ 2,151 | $ 0 | ||||||||
OTA LLC [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock, shares issued | 8,958 | 95,932 | ||||||||||
Warrant 1 [Member] | OTA LLC [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | $ 9.755 | $ 6.59 | ||||||||||
Exercise of stock options, shares | 13,839 | 51,214 | ||||||||||
Warrant 2 [Member] | OTA LLC [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | $ 6.903 | |||||||||||
Exercise of stock options, shares | 48,892 | |||||||||||
Warrant 3 [Member] | OTA LLC [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | $ 7.10 | |||||||||||
Exercise of stock options, shares | 25,352 | |||||||||||
New ATM Facility [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Issuance of common stock, net of issuance costs, shares | 3,984,849 | |||||||||||
Common stock, shares issued | 3,984,849 | |||||||||||
Net proceeds of issuance of common stock | $ | $ 36,200 | |||||||||||
Oxford and Silicon Valley Bank [Member] | New 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 | $ / shares | $ 10.42 | |||||||||||
Warrants expiration date | 2030-01 | |||||||||||
Outstanding warrants | 47,722 | 47,722 | ||||||||||
Outstanding warrants, weighted average exercise price | $ / shares | $ 9.12 | $ 9.12 | ||||||||||
Amortization of discount on debt | $ | $ 200 | |||||||||||
Maximum [Member] | ATM Facility [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock offering price | $ | $ 75,000 | $ 75,000 | ||||||||||
Maximum [Member] | New ATM Facility [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock offering price | $ | 85,000 | 85,000 | ||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share based compensation, vested restricted stock units, total fair value | $ | 11,600 | |||||||||||
Unamortized/unrecognized stock-based compensation expense | $ | $ 11,500 | $ 11,500 | ||||||||||
Weighted-average period | 1 year 4 months 24 days | |||||||||||
Restricted Stock Units (RSUs) | Minimum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 2 years | |||||||||||
Restricted Stock Units (RSUs) | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Performance Stock Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares available for grant | 375,000 | |||||||||||
Per unit weighted average grant date fair value | $ / shares | $ 25.32 | |||||||||||
Number of tranche | Tranche | 2 | |||||||||||
Number of shares cancelled | 91,250 | |||||||||||
Decrease in allocated share based compensation expense | $ | $ 500 | |||||||||||
Number of shares outstanding | 273,750 | 273,750 | ||||||||||
Unamortized/unrecognized stock-based compensation expense | $ | $ 900 | $ 900 | ||||||||||
Performance Stock Units | Tranche One | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share based payment award award vesting rights percentage | 50.00% | |||||||||||
Allocated share based compensation expense | $ | 1,400 | |||||||||||
Performance Stock Units | Tranche Two | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share based payment award award vesting rights percentage | 50.00% | |||||||||||
Allocated share based compensation expense | $ | 0 | |||||||||||
Options [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unamortized/unrecognized stock-based compensation expense | $ | $ 44,500 | $ 44,500 | ||||||||||
Weighted-average period | 2 years 8 months 12 days | |||||||||||
2004 Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option grant prices as percentage of the fair market value of the common stock | 100.00% | |||||||||||
Term to grant nonstatutory stock options and incentive stock options | 10 years | |||||||||||
Percentage of options grant to new employees | 25.00% | |||||||||||
Increase in number of authorized shares reserved for issuance | 5,200,000 | 800,000 | 1,900,000 | 4,100,000 | ||||||||
Number of authorized shares reserved for issuance | 21,500,000 | |||||||||||
Shares available for grant | 5,700,000 | 5,700,000 | ||||||||||
Share based compensation, options exercised, total intrinsic value | $ | $ 29,300 | $ 14,000 | $ 500 | |||||||||
Intrinsic value of stock options outstanding | $ | $ 302,100 | $ 302,100 | ||||||||||
2004 Plan [Member] | New Employee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Award vesting right | Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years | |||||||||||
Period from percentage of stock option vested | 1 year | |||||||||||
Vesting period | 4 years | |||||||||||
2004 Plan [Member] | Existing Employee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Award vesting right | Options granted to existing employees generally vest monthly over a period of four years | |||||||||||
Vesting period | 4 years | |||||||||||
ESPP [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option grant prices as percentage of the fair market value of the common stock | 85.00% | |||||||||||
Number of authorized shares reserved for issuance | 338,040 | 338,040 | ||||||||||
Increase in common stock shares reserved for issuance | 500,000 | |||||||||||
Issuance of common stock pursuant to ESPP, shares | 108,780 | 134,684 | 172,113 | |||||||||
Issuance of common stock pursuant to ESPP, per share | $ / shares | $ 16.33 | $ 11.21 | $ 6.43 | |||||||||
Non-employee Stock-Based Compensation [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Allocated share based compensation expense | $ | $ 200 | $ 200 | $ 200 | |||||||||
Underwritten Public Offering | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Sales of common stock, number of shared issued | 11,500,000 | |||||||||||
Sale of stock, price per share | $ / shares | $ 27.50 | |||||||||||
Issuance of common stock, net of issuance costs, shares | 1,500,000 | |||||||||||
Gross proceeds, consideration received on transaction | $ | $ 316,300 | |||||||||||
Net proceeds, consideration received on transaction | $ | $ 296,900 | |||||||||||
Common stock, shares issued | 1,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options Outstanding, Beginning Balance | 8,501,949 | 7,759,012 |
Stock Options Outstanding, Granted | 2,513,350 | 1,944,562 |
Stock Options Outstanding, Forfeited | (296,146) | (234,054) |
Stock Options Outstanding, Ending Balance | 9,372,959 | 8,501,949 |
Stock Options Outstanding, Exercisable | 5,828,902 | |
Weighted Average Exercise Price per Share, Beginning Balance | $ 10.02 | $ 8.59 |
Weighted Average Exercise Price per Share, Granted | 22.43 | 15.59 |
Weighted Average Exercise Price per Share, Exercised | 9.01 | 8.27 |
Weighted Average Exercise Price per Share, Forfeited | 14.56 | 16.06 |
Weighted Average Exercise Price per Share, Ending Balance | 13.35 | $ 10.02 |
Weighted Average Exercise Price per Share, Exercisable | $ 9.99 | |
Weighted Average Remaining Contractual Life | 6 years 9 months 18 days | |
Weighted Average Remaining Contractual Life, Exercisable at December 31, 2021 | 5 years 7 months 6 days | |
Aggregate Intrinsic Value | $ 302.1 | |
Aggregate Intrinsic Value, Exercisable at December 31, 2021 | $ 207.4 | |
Common Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options Outstanding, Exercised | (1,346,194) | (967,571) |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity Including Performance Stock Units (Detail) - Restricted Stock Units (RSUs) Including Performance Stock Units (PSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning Balance | 1,116,642 | 839,075 |
Number of Restricted Stock Units, Granted | 1,093,450 | 731,225 |
Number of Restricted Stock Units, Exercised | (606,240) | (435,450) |
Number of Restricted Stock Units, Forfeited | (189,025) | (18,208) |
Number of Restricted Stock Units, Ending Balance | 1,414,827 | 1,116,642 |
Weighted Average Award Date Fair Value per Share, Beginning Balance | $ 11.88 | $ 7.49 |
Weighted Average Award Date Fair Value per Share, Granted | 21.69 | 14.40 |
Weighted Average Award Date Fair Value per Share, Exercised | 11.13 | 7.72 |
Weighted Average Award Date Fair Value per Share, Forfeited | 21.32 | 10.37 |
Weighted Average Award Date Fair Value per Share, Ending Balance | $ 18.52 | $ 11.88 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Share-Based Payments was Estimated on Date of Grant Based on Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options [Member] | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Risk-free interest rate, minimum | 0.58% | 0.42% | 1.60% |
Risk-free interest rate, maximum | 1.28% | 1.80% | 3.00% |
Volatility, minimum | 66.00% | 74.00% | 73.00% |
Volatility, maximum | 67.00% | 75.00% | 76.00% |
Expected term in years | 6 years 6 months | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | Options [Member] | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Expected term in years | 6 years 4 months 24 days | 6 years 6 months | |
Maximum [Member] | Options [Member] | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Expected term in years | 6 years 6 months | 6 years 7 months 6 days | |
ESPP [Member] | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Risk-free interest rate, minimum | 0.11% | 1.80% | |
Risk-free interest rate, maximum | 1.80% | 2.40% | |
Risk-free interest rate | 0.05% | ||
Volatility, minimum | 66.00% | 74.00% | 73.00% |
Volatility, maximum | 67.00% | 75.00% | 76.00% |
Expected term in years | 6 months | 6 months | 7 months 6 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 26,832 | $ 17,620 | $ 10,759 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 10,463 | 6,949 | 4,260 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 16,369 | $ 10,671 | $ 6,499 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets | $ 73,138,000 | $ 2,924,000 | |
Operating lease, short-term lease liability | 14,863,000 | 2,785,000 | |
Operating lease, long-term lease liability | 112,229,000 | 440,000 | |
Impairment of right-of-use assets | $ 2,844,000 | 0 | $ 0 |
Finance lease, contractual lease term | 3 years | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | ||
Lease obligations for finance leases not yet commenced | $ 1,900,000 | ||
Rent expenses for the operating leases and finance leases | $ 23,100,000 | 5,700,000 | 5,100,000 |
Lease Agreement | |||
Lessee Lease Description [Line Items] | |||
Operating lease, weighted average remaining lease term | 11 years 8 months 12 days | ||
Operating lease, weighted average discount rate | 10.00% | ||
Operating lease, cash paid included in net cash used in operating activities | $ 6,100,000 | 6,700,000 | |
Financial lease estimated life | 5 years | ||
Finance Lease, Right-of-Use Asset | $ 1,400,000 | ||
Short term finance lease liability | 500,000 | ||
Long term finance lease liability | $ 800,000 | ||
Finance lease, weighted average remaining lease term | 4 years 10 months 24 days | ||
Finance lease, weighted average discount rate | 9.47% | ||
Finance lease payments | $ 0 | ||
Current Lease [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, lease expiration date | Jun. 30, 2022 | ||
Operating lease, weighted average remaining lease term | 6 months | ||
Operating lease, weighted average discount rate | 6.80% | ||
Current Lease [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, payments monthly | $ 500,000 | ||
Oyster Point Lease [Member] | California [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease, lease expiration date | Sep. 30, 2033 | ||
Operating lease, weighted average remaining lease term | 11 years 9 months 18 days | ||
Operating lease, weighted average discount rate | 10.10% | ||
Operating lease, area of land under lease agreement | ft² | 234,892 | ||
Operating lease, commencement period | 2021-03 | ||
Operating lease right-of-use assets | $ 77,900,000 | ||
Operating lease, short-term lease liability | 3,700,000 | ||
Operating lease, long-term lease liability | 85,300,000 | ||
Operating lease, tenant improvement reimbursements | 11,100,000 | ||
Operating lease, security deposit liability | $ 5,100,000 | $ 5,100,000 | |
Operating lease agreement allowances for tenant improvements | 43,600,000 | ||
Operating lease undiscounted lease payments | $ 230,500,000 | ||
Operating lease, term description | We have two consecutive five-year options to extend the lease. |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Undiscounted Future Non-cancellable Lease Payments under the Operating and Finance Lease Agreements (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 15,611 |
2023 | 17,060 |
2024 | 17,620 |
2025 | 18,199 |
2026 | 18,799 |
Thereafter | 146,193 |
Total undiscounted future lease payments | 233,482 |
Less: Present value adjustments | (106,390) |
Total lease liability | 127,092 |
2022 | 513 |
2023 | 479 |
2024 | 479 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total undiscounted future lease payments | 1,471 |
Less: Present value adjustments | (166) |
Total lease liability | $ 1,305 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Provision for income tax | $ 0 | $ 0 | $ 0 |
Increase (decrease) in valuation allowance | $ 52,600,000 | 28,900,000 | |
Research and development credits and orphan drug credits, federal carryforwards will expire | 2021 | ||
Unrecognized tax benefits | $ 10,300,000 | $ 9,600,000 | $ 9,100,000 |
Federal Tax [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 753,800,000 | ||
Net operating loss carryforwards expiration | 2022 | ||
Credit carryforwards for federal and state | $ 73,600,000 | ||
Federal and State Tax [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 323,100,000 | ||
Net operating loss carryforwards expiration | 2028 | ||
Credit carryforwards for federal and state | $ 17,800,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal benefits | 0.00% | 1.00% | 3.00% |
Change in state effected rates | (1.00%) | (2.00%) | 4.00% |
Tax credits, net | 3.00% | 3.00% | 3.00% |
Change in valuation allowance | (24.00%) | (23.00%) | (30.00%) |
Stock-based compensation | 2.00% | 1.00% | (1.00%) |
Other | (1.00%) | (1.00%) | 0.00% |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 181,977 | $ 162,514 |
Tax credits | 77,366 | 71,976 |
Liability related to sale of future royalties | 38,302 | 36,989 |
Reserves and accruals | 15,409 | 10,876 |
Capitalized R&D | 1,115 | 2,370 |
Long-term lease liability | 26,223 | 718 |
Deferred revenue | 18,608 | 0 |
Depreciation and amortization | 0 | 746 |
Total noncurrent deferred tax assets | 359,000 | 286,189 |
Deferred tax liabilities: | ||
Depreciation and amortization | (7,664) | 0 |
Accounting method change | 0 | (927) |
Operating lease right-of-use assets | (15,643) | (651) |
Convertible notes | (8,296) | (9,832) |
Total noncurrent deferred tax liabilities | (31,603) | (11,410) |
Less: Valuation allowance | (327,397) | (274,779) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Acti
Income Taxes - Schedule of Activity Related to our Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Balance at the beginning of the year | $ 10,522 | $ 9,922 | $ 9,475 |
Decrease related to prior year tax positions | (29) | (3) | 0 |
Increase related to current year tax positions | 802 | 603 | 447 |
Balance at the end of the year | $ 11,295 | $ 10,522 | $ 9,922 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - 2022 Royalty Pharma Transactions [Member] - Subsequent Event [Member] | Jan. 07, 2022USD ($) |
RP Loan Agreement [Member] | |
Subsequent Event [Line Items] | |
Term loan, maximum borrowing capacity | $ 300,000,000 |
Term loan, current borrowing capacity | 50,000,000 |
Term loan, remaining borrowing capacity | $ 250,000,000 |
Term loan, maturity year | 10 years |
Debt instrument effective interest rate | 190.00% |
Principal amount of original loan | $ 25,000,000 |
RP Loan Agreement [Member] | Term Loan Tranche 2 [Member] | |
Subsequent Event [Line Items] | |
Long term debt | 50,000,000 |
RP Loan Agreement [Member] | Term Loan Tranche 3 [Member] | |
Subsequent Event [Line Items] | |
Long term debt | 25,000,000 |
RP Loan Agreement [Member] | Term Loan Tranche 4 [Member] | |
Subsequent Event [Line Items] | |
Long term debt | 75,000,000 |
RP Loan Agreement [Member] | Term Loan Tranche 5 [Member] | |
Subsequent Event [Line Items] | |
Long term debt | 100,000,000 |
RP Aficamten RPA, RPI ICAV [Member] | |
Subsequent Event [Line Items] | |
Purchased rights to certain revenue streams from net sales in consideration payment | $ 50,000,000 |
Percentage of net sales payable | 4.50% |
4.5% of net revenue to be receivable from annual worldwide net sales | $ 1,000,000,000 |
Percentage of net sales payable for excess of annual worldwide net sales | 3.50% |
3.5% of net sales payable for excess of annual worldwide net sales | $ 1,000,000,000 |
RP Aficamten RPA, RPI ICAV [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Purchased rights to certain revenue streams from net sales in consideration payment | 150,000,000 |
RP Aficamten RPA, RPI ICAV [Member] | oHCM [Member] | |
Subsequent Event [Line Items] | |
Amount payable of first pivotal clinical trail | 50,000,000 |
RP Aficamten RPA, RPI ICAV [Member] | nHCM [Member] | |
Subsequent Event [Line Items] | |
Amount payable of first pivotal clinical trail | $ 50,000,000 |