Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35986 | ||
Entity Registrant Name | Esperion Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-1870780 | ||
Entity Address, Address Line One | 3891 Ranchero Drive, Suite 150 | ||
Entity Address, City or Town | Ann Arbor | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48108 | ||
City Area Code | 734 | ||
Local Phone Number | 887-3903 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | ESPR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 592.5 | ||
Entity Common Stock, Shares Outstanding | 62,821,603 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference information from the definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001434868 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Detroit, Michigan |
Auditor Firm ID | 42 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 208,892 | $ 304,962 |
Short-term investments | 50,441 | 0 |
Accounts receivable | 22,934 | 12,388 |
Inventories, net | 34,394 | 16,136 |
Prepaid clinical development costs | 1,138 | 844 |
Other prepaid and current assets | 11,173 | 11,566 |
Total current assets | 328,972 | 345,896 |
Restricted cash | 50,000 | 0 |
Property and equipment, net | 664 | 1,276 |
Right of use operating lease assets | 1,898 | 6,030 |
Intangible assets | 56 | 56 |
Total assets | 381,590 | 353,258 |
Current liabilities: | ||
Accounts payable | 17,559 | 51,975 |
Accrued clinical development costs | 7,013 | 7,663 |
Other accrued liabilities | 30,410 | 24,790 |
Revenue interest liability | 11,295 | 5,392 |
Deferred revenue from collaborations | 5,683 | 1,662 |
Operating lease liabilities | 1,392 | 2,587 |
Total current liabilities | 73,352 | 94,069 |
Convertible notes, net of issuance costs | 258,280 | 179,367 |
Revenue interest liability | 245,744 | 171,212 |
Operating lease liabilities | 524 | 3,454 |
Deferred revenue from collaborations | 634 | 0 |
Other long-term liabilities | 0 | 1,290 |
Total liabilities | 578,534 | 449,392 |
Commitments and contingencies (Note 5) | ||
Stockholders’ (deficit) equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value; 120,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 62,873,694 shares issued at December 31, 2021 and 27,910,366 shares issued at December 31, 2020 | 61 | 26 |
Additional paid-in capital | 964,401 | 797,655 |
Treasury stock, at cost; 1,994,198 shares at December 31, 2021 and December 31, 2020 | (54,998) | (54,998) |
Accumulated other comprehensive loss | (31) | 0 |
Accumulated deficit | (1,106,377) | (838,817) |
Total stockholders' deficit | (196,944) | (96,134) |
Total liabilities and stockholders' deficit | $ 381,590 | $ 353,258 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 62,873,694 | 27,910,366 |
Treasury stock (in shares) | 1,994,198 | 1,994,198 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total Revenues | $ 78,447 | $ 227,547 | $ 148,364 |
Operating expenses: | |||
Cost of goods sold | 14,217 | 2,392 | 0 |
Research and development | 105,975 | 146,936 | 175,611 |
Selling, general and administrative | 184,985 | 199,615 | 65,854 |
Total operating expenses | 305,177 | 348,943 | 241,465 |
Loss from operations | (226,730) | (121,396) | (93,101) |
Interest expense | (46,353) | (22,670) | (8,120) |
Other income, net | 3,975 | 515 | 4,056 |
Net loss | $ (269,108) | $ (143,551) | $ (97,165) |
Net loss per common share - basic (in dollars per share) | $ (9.31) | $ (5.23) | $ (3.59) |
Net loss per common share - diluted (in dollars per share) | $ (9.31) | $ (5.23) | $ (3.59) |
Weighted-average shares outstanding - basic (in shares) | 28,902,507 | 27,473,873 | 27,090,284 |
Weighted-average shares outstanding - diluted (in shares) | 28,902,507 | 27,473,873 | 27,090,284 |
Other comprehensive (loss) gain: | |||
Unrealized (loss) gain on investments | $ (31) | $ (23) | $ 342 |
Total comprehensive loss | (269,139) | (143,574) | (96,823) |
Product | |||
Revenues: | |||
Total Revenues | 40,047 | 12,965 | 0 |
Collaboration Revenue | |||
Revenues: | |||
Total Revenues | $ 38,400 | $ 214,582 | $ 148,364 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Adoption of new accounting pronouncement | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalAdoption of new accounting pronouncement | Accumulated Deficit | Accumulated DeficitAdoption of new accounting pronouncement | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 26,824,859 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 79,118 | $ 27 | $ 677,511 | $ (598,101) | $ 0 | $ (319) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Exercise of stock options (in shares) | 649,529 | ||||||||
Exercise of stock options | 11,771 | 11,771 | |||||||
Exercise of warrants (in shares) | 5,813 | ||||||||
Exercise of warrants | 0 | ||||||||
Vesting of restricted stock units (in shares) | 17,710 | ||||||||
Vesting of restricted stock units | 0 | ||||||||
Stock-based compensation | 25,884 | 25,884 | |||||||
Other comprehensive gain (loss) | 342 | 342 | |||||||
Net loss | (97,165) | (97,165) | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 27,497,911 | ||||||||
Ending balance at Dec. 31, 2019 | 19,950 | $ 27 | 715,166 | (695,266) | 0 | 23 | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Exercise of stock options (in shares) | 299,435 | ||||||||
Exercise of stock options | 6,634 | $ 1 | 6,633 | ||||||
Vesting of restricted stock units (in shares) | 113,020 | ||||||||
Vesting of restricted stock units | 0 | ||||||||
Stock-based compensation | 28,385 | 28,385 | |||||||
Other comprehensive gain (loss) | (23) | (23) | |||||||
Equity component of convertible notes | 93,475 | 93,475 | |||||||
Repurchase of common stock under prepaid forward contract (in shares) | (1,994,198) | ||||||||
Repurchase of common stock under prepaid forward contract | (55,000) | $ (2) | (54,998) | ||||||
Capped call options associated with convertible notes | (46,004) | (46,004) | |||||||
Net loss | (143,551) | (143,551) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 25,916,168 | ||||||||
Ending balance at Dec. 31, 2020 | (96,134) | $ (91,927) | $ 26 | 797,655 | $ (93,475) | (838,817) | $ 1,548 | (54,998) | 0 |
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of common stock and warrants from offering, net of issuance costs (in shares) | 32,142,858 | ||||||||
Issuance of common stock and warrants from offering, net of issuance costs | 208,730 | $ 32 | 208,698 | ||||||
Issuance of common stock, net of issuance costs (in shares) | 897,364 | ||||||||
Issuance of common stock and warrants from offering, net of issuance costs | 9,703 | $ 1 | 9,702 | ||||||
Exchange of $15 million of convertible note to equity, net of issuance costs (in shares) | 1,094,848 | ||||||||
Exchange of convertible notes to equity, net of issuance costs | $ 11,660 | $ 1 | 11,659 | ||||||
Exercise of stock options (in shares) | 491,700 | 491,700 | |||||||
Exercise of stock options | $ 3,762 | $ 1 | 3,761 | ||||||
Vesting of restricted stock units (in shares) | 203,344 | ||||||||
Vesting of restricted stock units | 0 | ||||||||
Vesting of ESPP Shares (in shares) | 133,214 | ||||||||
Vesting of ESPP Shares | 2,095 | 2,095 | |||||||
Stock-based compensation | 24,306 | 24,306 | |||||||
Other comprehensive gain (loss) | (31) | (31) | |||||||
Net loss | (269,108) | (269,108) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 60,879,496 | ||||||||
Ending balance at Dec. 31, 2021 | $ (196,944) | $ 61 | $ 964,401 | $ (1,106,377) | $ (31) | $ (54,998) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (269,108) | $ (143,551) | $ (97,165) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 612 | 547 | 319 |
Amortization (accretion) of premiums and discounts on investments | 12 | (97) | (200) |
Amortization of discount and issuance costs on convertible notes | 1,621 | 1,741 | 0 |
Acquired in-process research and development | 0 | 12,500 | 0 |
Gain on extinguishment of convertible debt | (2,646) | 0 | 0 |
Non-cash interest expense related to the revenue interest liability | 33,907 | 19,560 | 8,120 |
Stock-based compensation expense | 24,306 | 28,385 | 25,884 |
Changes in assets and liabilities: | |||
Accounts receivable | (10,546) | (12,388) | 0 |
Prepaids and other assets | 99 | (2,405) | (3,396) |
Deferred revenue | 4,655 | (490) | 2,152 |
Inventories | (18,258) | (16,136) | 0 |
Accounts payable | (34,099) | 23,106 | (16,055) |
Other accrued liabilities | 6,926 | 2,761 | 10,000 |
Other long-term liabilities | (1,290) | 1,290 | 0 |
Net cash used in operating activities | (263,809) | (85,177) | (70,341) |
Investing activities | |||
Purchases of investments | (50,484) | (4,420) | (34,326) |
Proceeds from sales/maturities of investments | 0 | 39,145 | 99,510 |
Purchases of in-process research and development | 0 | (12,500) | 0 |
Purchase of property and equipment | 0 | (869) | (953) |
Net cash (used in) provided by investing activities | (50,484) | 21,356 | 64,231 |
Financing activities | |||
Proceeds from revenue interest liability, net of issuance costs | 49,917 | 25,000 | 124,424 |
Proceeds from issuance of common stock and warrants from offering, net of issuance costs | 208,975 | 0 | 0 |
Proceeds from issuance of common stock from ATM Program, net of issuance costs | 9,713 | 0 | 0 |
Proceeds from exercise of common stock options | 3,762 | 6,634 | 11,771 |
Proceeds from issuance of convertible notes | 0 | 280,000 | 0 |
Prepayment of forward stock repurchase transaction | 0 | (55,000) | 0 |
Payment for debt issuance costs on convertible notes | (440) | (8,405) | 0 |
Purchase of capped call options associated with convertible notes | 0 | (46,004) | 0 |
Payments on revenue interest liability | (3,389) | (500) | 0 |
Payment for debt issuance costs, debt-to-equity conversion | (315) | 0 | 0 |
Net cash provided by financing activities | 268,223 | 201,725 | 136,195 |
Net (decrease) increase in cash, cash equivalents | (46,070) | 137,904 | 130,085 |
Cash, and cash equivalents and restricted cash at beginning of period | 304,962 | 167,058 | 36,973 |
Cash, cash equivalents and restricted cash at end of period | 258,892 | 304,962 | 167,058 |
Supplemental disclosure of cash flow information: | |||
Issuance costs not yet paid | 269 | 0 | 0 |
Purchase of property and equipment not yet paid | 0 | 0 | 190 |
Non cash right of use asset | (7) | 20 | 31 |
Offering costs not yet paid | $ 0 | $ 495 | $ 0 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation Esperion Therapeutics, Inc. ("the Company”) is a pharmaceutical company singularly focused on developing and commercializing accessible, oral, once-daily, non-statin medicines for patients struggling with elevated low density lipoprotein cholesterol ("LDL-C"). Through commercial execution and advancement of the CLEAR Outcomes trial as well as the Company's pre-clinical pipeline, the Company continues to evolve into a differentiated, global cardiometabolic biotech. The Esperion team of lipid experts are dedicated to lowering bad cholesterol through the discovery, development and commercialization of innovative medicines and their combinations with established medicines. The Company's first two products were approved by the U.S. Food and Drug Administration ("FDA"), European Medicines Agency ("EMA") and Swiss Agency for Therapeutic Products ("Swissmedic") in 2020. Bempedoic acid and the bempedoic acid / ezetimibe combination tablet are oral, once-daily, non-statin, LDL-C lowering medicines for patients with atherosclerotic cardiovascular disease ("ASCVD") or heterozygous familial hypercholesterolemia ("HeFH"). On April 26, 2021, the Company entered into a license and collaboration agreement with Daiichi Sankyo Co. Ltd ("DS"). Pursuant to the agreement, the Company granted DS exclusive development and commercialization rights to bempedoic acid and the bempedoic acid / ezetimibe combination tablet in South Korea, Taiwan, Hong Kong, Thailand, Vietnam, Brazil, Macao, Cambodia and Myanmar (collectively the "DS Territory"). The agreement allows for potential expansion across geographies including Saudi Arabia, Kuwait, Oman, UAE, Qatar, Bahrain, Yemen, Colombia and other Latin American countries. Except for certain development activities in South Korea and Taiwan, DS will be responsible for development and commercialization in these territories. The Company received an upfront cash payment of $30.0 million in May 2021 and is eligible to receive up to an additional $175.0 million in sales milestones. The Company will also receive tiered royalties ranging from 5 percent to 20 percent on net sales in the DS Territory. Refer to Note 3 "Collaborations with Third Parties" for further information. On April 26, 2021, the Company entered into Amendment No. 2 (the “RIPA Amendment”) to the Revenue Interest Purchase Agreement with Eiger III SA LLC (“Oberland”), an affiliate of Oberland Capital LLC, as agent for the purchaser parties thereto dated as of June 26, 2019 (as amended by the Amendment No. 1 dated as of November 9, 2020, the “RIPA”). Pursuant to the RIPA Amendment, Oberland waived the original trailing six-month world-wide net sales condition to the third installment payment under the RIPA and released the final $50 million payment payable to the Company under the terms of the RIPA. The Company and Oberland also agreed to amend additional terms of the RIPA and the related Security Agreement, which are discussed further in Note 10 "Liability Related to the Revenue Interest Purchase Agreement." On October 18, 2021, the Company announced its plan to align operational and expense structure to better enable future growth for its two first-in-class oral medicines, NEXLETOL and NEXLIZET, and prioritize its investment in the CLEAR Outcomes trial. The Company reduced operational expense across our organization through a corporate workforce reduction of approximately 40% and through targeted program savings. The Company focused its commercialization efforts on an optimized blend of focused outreach including a streamlined sales force, directed to targeted cardiologists and primary care physicians, and a suite of digital initiatives designed to increase awareness and utilization of our medicines in appropriate patients. On October 22, 2021, the Company entered into a privately negotiated exchange agreement (the "Exchange Agreement") with two co-managed holders (the "Holders") of its Convertible Notes. Under the terms of the Exchange Agreement the Holders agreed to exchange with the Company $15.0 million aggregate principal amount of the Convertible Notes held in the aggregate by them (and accrued interest thereon) for shares of the Company's common stock. Pursuant to the Exchange Agreement, the number of shares of common stock to be issued by the Company to the Holders upon consummation of the Exchange was determined based upon the volume-weighted-average-price per share of common stock, subject to a floor of $5.62 per share, during the five On December 2, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC ("Wainwright"). Pursuant to the underwriting agreement, the Company agreed to sell, in a firm commitment offering, 32,142,858 shares of common stock, $0.001 par value per share, and accompanying warrants to purchase up to an aggregate of 32,142,858 shares of common stock, as well as up to 4,821,428 additional shares of common stock and/or accompanying warrants to purchase an aggregate of up to 4,821,428 shares of its common stock that may be purchased by Wainwright pursuant to a 30-day option granted to Wainwright by the Company (the "Offering"). Each share of common stock was sold together with a common warrant to purchase one share of common stock, at an exercise price of $9.00 per share. Such common warrants are immediately exercisable and will expire two years from the date of issuance. The combined public offering price of each share of common stock and accompanying common warrant sold in the Offering was $7.00, and the combined price of each share of common stock and accompanying common warrant purchased by Wainwright from the Company was $6.51. On December 3, 2021, Wainwright exercised its option to purchase additional warrants to purchase 4,821,428 shares of Common Stock. The Offering, including the additional warrants sold pursuant to the exercise of Wainwright's option to purchase additional warrants, closed on December 7, 2021. The aggregate net proceeds received by the Company from the offering was $208.7 million, after deducting $16.3 million of underwriting discounts and commissions and other estimated offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the common warrants. Refer to Note 12 "Stockholders' Deficit" for further information. The Company's primary activities since incorporation have been conducting research and development activities, including nonclinical, preclinical and clinical testing, performing business and financial planning, recruiting personnel, and raising capital. The Company received approval by the FDA in February 2020 to commercialize NEXLETOL and NEXLIZET in the U.S., and accordingly commenced principal operations on March 30, 2020 with the commercialization of NEXLETOL. The Company is subject to risks and uncertainties which include the need to successfully commercialize its products, research, develop, and clinically test therapeutic products; obtain regulatory approvals for its products; expand its management, commercial and scientific staff; and finance its operations with an ultimate goal of achieving profitable operations. The Company has sustained annual operating losses since inception and expects such losses to continue over the foreseeable future. The Company's ability to successfully launch, commercialize and generate revenue from NEXLETOL, NEXLIZET, NILEMDO and NUSTENDI has been and may continue to be adversely affected by the economic impact of the ongoing COVID-19 pandemic. In response to the Company’s history of operating losses and the uncertainty around the ongoing impact of COVID-19 management has implemented certain cost optimization measures, including an October 2021 reduction in force of approximately 40% of its workforce across the United States, or approximately 170 employees, to align operational and expense structure to better enable future growth for its approved products and to prioritize its investment in the CLEAR Outcomes trial. While management believes current cash resources received from the Offering and future cash received from the Company's net product sales and collaboration agreements with DSE, Otsuka, and DS, entered into on January 2, 2019, April 17, 2020 and April 26, 2021, respectively, will fund operations for the foreseeable future, management may continue to fund operations and advance the development of the Company's products and product candidates through a combination of collaborations with third parties, strategic alliances, licensing arrangements, permitted debt financings, permitted royalty-based financings, and permitted private and public equity offerings or through other sources. The impact of COVID-19 and the uncertainty around the global pandemic could further impact the commercialization of NEXLETOL and NEXLIZET and the Company’s research and development programs and could result in lower cash flows or higher costs that could further impact the Company’s overall operations and cash needs in the future. If adequate funds are not available, the Company may not be able to continue the development of its current products or future product candidates, or to commercialize its current or future product candidates, if approved. Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues, expenses and related disclosures. Actual results could differ from those estimates. Cash and Cash Equivalents The Company invests its excess cash in bank deposits, money market accounts, and short-term investments. The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents are reported at fair value. Restricted Cash Restricted cash consists of legally restricted amounts held by financial institutions pursuant to contractual arrangements. Pursuant to the Amendment and Waiver (as defined below), the Company deposited $50.0 million in a deposit account that is subject to a block account control agreement. Oberland will have sole control over the funds deposited in the account and such funds may be withdrawn only with the consent of Oberland. Refer to Note 10 "Liability Related to the Revenue Interest Purchase Agreement" for further information on the Amendment and Waiver. Investments Investments are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are reported in accumulated other comprehensive income (loss). The cost of investments classified as available-for-sale are adjusted for the amortization of premiums and accretion of discounts to maturity and recorded in other income, net. Realized gains and losses, if any, are determined using the specific identification method and recorded in other income, net. Investments with original maturities beyond 90 days at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term. Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of salaries and benefits, stock-based compensation, and costs of programs necessary for the general conduct of the Company's business, including costs associated with the commercialization of NEXLETOL and NEXLIZET in the U.S. Selling, general and administrative expenses are expensed as costs are incurred, services are performed, or goods are delivered. The Company incurred advertising costs of $13.7 million and $19.3 million for the years ended December 31, 2021 and December 31, 2020, respectively. Concentration of Credit Risk Cash, cash equivalents, and investments consist of financial instruments that potentially subject the Company to concentrations of credit risk. The Company has established guidelines for investment of its excess cash and believes the guidelines maintain safety and liquidity through diversification of counterparties and maturities. The Company enters into a limited number of distribution agreements with distributors and specialty pharmacies. The Company's net product sales are with these customers. As of December 31, 2021, nine customers accounted for all of the Company's net trade receivables and as of December 31, 2020 eight customers accounted for all the Company's net trade receivables. Inventories Inventories are stated at the lower of cost or net realizable value and recognized on a first-in, first-out ("FIFO") method. The Company uses standard cost to determine the cost basis for inventory. Inventory is capitalized based on when future economic benefit is expected to be realized. The Company began capitalizing inventory upon receiving FDA approval for NEXLETOL and NEXLIZET on February 21, 2020 and February 26, 2020, respectively. Prior to the FDA approval of NEXLETOL and NEXLIZET, expenses associated with the manufacturing of the Company's products were recorded as research and development expense. The Company analyzes its inventory levels on a periodic basis to determine if any inventory is at risk for expiration prior to sale or has a cost basis that is greater than its estimated future net realizable value. Any adjustments are recognized through cost of goods sold in the period in which they are incurred. Segment Information The Company views its operations and manages its business in one operating segment, which is the business of researching, developing and commercializing therapies for the treatment of patients with elevated LDL-C. Fair Value of Financial Instruments The Company’s cash, cash equivalents, restricted cash and investments are carried at fair value. Financial instruments, including accounts receivable, other prepaid and current assets, accounts payable and accrued liabilities are carried at cost, which approximates fair value. Debt is carried at amortized cost, which approximates fair value. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, generally three Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and right-of-use operating lease assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized 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. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2021. Leases The Company reviews all arrangements to determine if the contract contains a lease or an embedded lease using the criteria in Accounting Standards Codification ("ASC") 842 Leases ("ASC 842"). If a lease is identified, the Company reviews the consideration in the contract and separates the lease components from the nonlease components. In addition, the Company reviews the classification of the lease between operating and finance leases. According to ASC 842, lessees should discount lease payments at the lease commencement date using the rate implicit in the lease. If the rate implicit in the lease is not readily determinable, a lessee must use its incremental borrowing rate for purposes of classifying the lease and measuring the right-of-use asset and liability. To the extent the rate is not implicit in the lease, the Company uses the incremental borrowing rate it would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Convertible Notes In 2020, prior to the adoption of Accounting Standards Update ("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) (“ASU 2020-06”), the Company accounted for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the nonconvertible debt borrowing rate. The Company determined the carrying amount of the liability component of the Convertible Notes by using estimates and assumptions that market participants would use in pricing a debt instrument. The equity component was treated as a discount on the liability component of the Convertible Notes, which was amortized over the term of the Convertible Notes using the effective interest rate method. Debt issuance costs related to the Convertible Notes are allocated to the liability and equity components of the Convertible Notes based on their relative values. Debt issuance costs allocated to the liability component were amortized over the life of the Convertible Notes as additional non-cash interest expense. Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in stockholders’ equity (deficit). In 2021, the Company adopted ASU 2020-06. Refer to the Recently Implemented Accounting Pronouncements below for the impact of ASU 2020-06 on the accounting for convertible notes. Revenue Interest Liability The revenue interest liability is presented net of deferred issuance costs on the balance sheets. The Company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on the liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The Company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the goods or services provided. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: identify the contracts with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when or as the entity satisfies a performance obligation. At contract inception the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company derives revenue through two primary sources: collaboration revenue and product sales. Collaboration revenue consists of the collaboration payments to the Company for collaboration arrangements outside of the United States for the development, manufacturing and commercialization of the Company's product candidates by the Company's partners and product sales consists of sales of NEXLETOL and NEXLIZET in the United States. a. Collaboration Revenue The Company has entered into agreements related to its activities to develop, manufacture, and commercialize its product candidates. The Company earns collaboration revenue in connection with a collaboration agreement to develop and/or commercialize product candidates where the Company deems the collaborator to be the customer. In accordance with ASC 606, revenue is measured as the amount of consideration expected to be entitled to in exchange for transferring promised goods or providing services to a customer. Revenue is recognized when (or as) the Company satisfies performance obligations under the terms of a contract. Depending on the terms of the arrangement, the Company may defer the recognition of all or a portion of the consideration received as the performance obligations are satisfied. The collaboration agreements may require the Company to deliver various rights, services, and/or goods across the entire life cycle of a product or product candidate. In an agreement involving multiple goods or services promised to be transferred to a customer, the Company must assess, at the inception of the contract, whether each promise represents a separate performance obligation (i.e., is "distinct"), or whether such promises should be combined as a single performance obligation. The terms of the agreements typically include consideration to be provided to the Company in the form of non-refundable up-front payments, development milestones, sales milestones, and royalties on sales of products within a respective territory. The Company recognizes regulatory and approval milestones consideration when it is probable that a future reversal is unlikely to occur. For sales based milestones and royalties based on sales of product in a territory, the Company applies the sales-based royalty exception in ASC 606 to all of these milestones and royalties. At the inception of a contract, the transaction price reflects the amount of consideration the Company expects to be entitled to in exchange for transferring promised goods or services to its customer. In the arrangement where the Company satisfies performance obligation(s) during the regulatory phase over time, the Company recognizes collaboration revenue typically using an input method on the basis of regulatory costs incurred relative to the total expected cost which determines the extent of progress toward completion. The Company reviews the estimate of the transaction price and the total expected cost each period, and makes revisions to such estimates as necessary. Under contracted supply agreements with collaborators, the Company may manufacture and supply quantities of active pharmaceutical ingredient (“API”) or bulk tablets reasonably required by collaboration partners for the development or sale of licensed products in their respective territory. The Company recognizes revenue when the collaboration partner has obtained control of the API or bulk tablets. The Company records the costs related to the supply agreement in cost of goods sold on the statements of operations and comprehensive income (loss). Under the Company's collaboration agreements, product sales and cost of sales may be recorded by the Company's collaborators as they are deemed to be the principal in the transaction. The Company receives royalties from the commercialization of such products, and records its share of the variable consideration, representing a percentage of net product sales, as collaboration revenue in the period in which such underlying sales occur and costs are incurred by the collaborators. The collaborators will provide the Company with estimates of its royalties for such quarter; these estimates are reconciled to actual results in the subsequent quarter, and the royalty is adjusted accordingly, as necessary. Please refer to the discussion in Note 3 "Collaborations with Third Parties" for further discussion of the accounting related to the collaboration agreements. b. Product Sales, Net On March 30, 2020, NEXLETOL was commercially available in the U.S. through prescription and on June 4, 2020, NEXLIZET was commercially available in the U.S. through prescription. Net product sales totaled $40.0 million and $13.0 million for the year ended December 31, 2021 and December 31, 2020, respectively. The Company sells NEXLETOL and NEXLIZET to wholesalers in the U.S and recognizes revenue at the point in time when the customer is deemed to have obtained control of the product. The customer is deemed to have obtained control of the product at the time of physical receipt of the product at the customers’ distribution facilities, or free on board (“FOB”) destination, the terms of which are designated in the contract. Product sales are recorded at the net selling price, which includes estimates of variable consideration for which reserves are established for (a) rebates and chargebacks, (b) co-pay assistance programs, (c) distribution fees, (d) product returns, and (e) other discounts and fees. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as current contractual and statutory requirements, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which it is entitled based on the terms of the applicable contract. The amount of variable consideration may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Given the early stage of the Company’s commercial operations it has provided constraint of its variable consideration due to its potential consumption trends. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Liabilities for co-pay assistance, expected product returns, rebates, and distributor fees are classified as “Other accrued liabilities” in the balance sheets. Discounts, such as prompt pay discounts, and chargebacks are recorded as a reduction to trade accounts receivable in the balance sheets. Forms of Variable Consideration Rebates and Chargebacks: The Company estimates reductions to product sales for Public Health Service Institutions, such as Medicaid, Medicare and Veterans' Administration ("VA") programs, as well as certain other qualifying federal and state government programs, and other group purchasing organizations. The Company estimates these reductions based upon the Company's contracts with government agencies and other organizations, statutorily defined discounts and estimated payor mix. These organizations purchase directly from the Company's wholesalers at a discount and the wholesalers charge the Company back the difference between the wholesaler price and the discounted price. The Company's liability for Medicare and Medicaid rebates consists of estimates for claims that a state will make for a current quarter. The Company's reserve for this discounted pricing is based on expected sales to qualified healthcare providers and the chargebacks that customers have already claimed. Co-pay assistance: Eligible patients who have commercial insurance may receive assistance from the Company to reduce the patient's out of pocket costs. The Company will buy down the difference between the amount of the eligible patient's co-pay when the drug is purchased at the pharmacy at a determined price. Liabilities for co-pay assistance are calculated by actual program participation from third-party administrators. Distribution Fees: The Company has written contracts with its customers that include terms for distribution fees and costs for inventory management. The Company estimates and records distribution fees due to its customers based on gross sales. Product Returns: The Company generally offers a right of return based on the product’s expiration date and certain spoilage and damaged instances. The Company estimates the amount of product sales that may be returned and records the estimate as a reduction of product sales in the period the related product sales is recognized. The Company’s estimates for expected returns are based primarily on an ongoing analysis of sales information and visibility into the inventory remaining in the distribution channel. Discounts: The Company provides product discounts, such as prompt pay discounts, to its customers. The Company estimates cash discounts based on terms in negotiated contracts and the Company’s expectations regarding future payment patterns. Cost of Goods Sold Cost of goods sold is related to the Company's net product sales of NEXLETOL and NEXLIZET and the cost of the API and tablets supplied to collaboration partners under supply agreements. Cost of goods sold includes the actual product costs, including inbound freight charges and certain outbound freight charges, purchasing, sourcing, inspection and receiving costs. Research and Development Research and development expenses consist of costs incurred to further the Company’s research and development activities and include salaries and related benefits, costs associated with clinical activities, nonclinical activities, regulatory activities, manufacturing activities to support clinical activities and commercial product manufacturing supply prior to the Company's regulatory approval, research-related overhead expenses, in-licensing agreements and fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company. Research and development costs are expensed as incurred. In accordance with ASC 730, Research and Development , costs incurred in obtaining in-licenses are charged to research and development expense if the in-licensed technology has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accrued Clinical Development Costs Outside research costs are a component of research and development expense. These expenses include fees paid to clinical research organizations and other service providers that conduct certain clinical and product development activities on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Income Taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has incurred annual operating losses since inception. Accordingly, it is not more likely than not that the Company will realize a tax benefit from its deferred tax assets and as such, it has recorded a full valuation allowance. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation . Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value calculated using a Black-Scholes option-pricing model. If the instruments contain performance conditions, compensation expense is recognized only if achievement of the performance condition is probable. The Company accounts for forfeitures as they occur. Expense is recognized during the period the related services are rendered. Recent Adopted Pronouncements In August 2020, the FASB issued ASU 2020-06. This ASU simplifies the accounting for convertible instruments by removing the separation models for convertible debt with cash conversion features and convertible instruments with a beneficial conversion feature, which requires the fair value of the embedded conversion feature of convertible instruments be allocated to equity. Under ASU 2020-06, a convertible debt instrument with those features will generally be reported as a single liability at its amortized cost with no separate accounting for the embedded conversion features in equity. The adoption of this ASU resulted in the reclassification of the portion of the Company's convertible notes from equity to debt, which will also reduce reported interest expense and increase reported net income. ASU 2020-06 requires the application of the if-converted method when calculating diluted earnings per share, eliminating the Company’s ability to use the treasury stock method when certain conditions are met. The ASU is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company early adopted this standard as of January 1, 2021 which resulted in a net increase in the Convertible notes of approximately $92.0 million, an adjustment to accumulated deficit of approximately $1.5 million, and a reduction to additional paid-in capital of $93.5 million. The tax impact of the adoption was not material to the Company. |
Collaborations with Third Parti
Collaborations with Third Parties | 12 Months Ended |
Dec. 31, 2021 | |
Collaborations with Third Parties | |
Collaborations with Third Parties | Collaborations with Third Parties DSE Agreement Terms On January 2, 2019, the Company entered into a license and collaboration agreement with DSE, which was furthered amended on June 18, 2020. Pursuant to the agreement (as amended), the Company granted DSE exclusive commercialization rights to bempedoic acid and the bempedoic acid / ezetimibe combination tablet in the European Economic Area, Turkey and Switzerland (“DSE Territory”). DSE will be responsible for commercialization in the DSE Territory. DSE's designated affiliate in Turkey will be solely responsible, at its sole cost and expense, for all regulatory matters relating to such products in Turkey, including obtaining regulatory approval for such products in Turkey. The Company remains responsible for clinical development, regulatory and manufacturing activities for the licensed products globally, included in the DSE Territory outside of Turkey. Pursuant to the agreement, the Company received upfront cash of $150.0 million in 2019, and a $150.0 million cash payment to the Company in 2020 following the completion of the NUSTENDI Marketing Authorisation Applications ("MAA"). The Company is responsible for supplying DSE with certain manufacturing supply of the API or bulk tablets. The Company is also eligible to receive a substantial additional regulatory milestone payment upon the grant of the marketing authorisation in the European Union for the CV risk reduction label, depending on the range of relative risk reduction in the CLEAR Outcomes study. In addition, the Company is eligible to receive additional sales milestone payments related to total net sales achievements for DSE in the DSE Territory. Finally, the Company will receive tiered fifteen percent (15%) to twenty-five percent (25%) royalties on net DSE Territory sales. The agreement calls for both parties to participate in a Joint Collaboration Committee (the “DSE JCC”). The DSE JCC is comprised of executive management from each company and the Company will lead in all aspects related to development and DSE will lead in all aspects related to commercialization in the DSE Territory. Collaboration Revenue The Company considered the guidance under ASC 606 and concluded that the agreement was in the scope of ASC 606. The Company concluded that the upfront payment of $150.0 million should be included in the transaction price and related to the following performance obligations under the agreement: 1) the license to the Company’s intellectual property and 2) the obligation to provide ongoing regulatory and development activities. The Company used the adjusted market assessment approach in determining the standalone selling price of the Company’s intellectual property and the expected cost plus margin approach in determining the standalone selling price of the Company’s obligation to provide ongoing regulatory and development activities. Accordingly, during the year ended December 31, 2019, the Company recognized $148.4 million of collaboration revenue related to the $150.0 million upfront payment, respectively. The $148.4 million related to the performance obligations for the license to the Company’s intellectual property and a portion of ongoing regulatory and development activities conducted during the period ended December 31, 2019, in the amounts of $144.4 million and $4.0 million, respectively. During the year ended December 31, 2020, the Company recognized the remaining $1.6 million related to the on-going performance obligation for the ongoing regulatory efforts related to the MAA in the DSE Territory, which was transferred to DSE in June 2020. During the year ended December 31, 2021, the Company recognized collaboration revenue of $9.9 million related to royalty revenue from DSE as well as the sales of bulk tablets to DSE pursuant to the supply agreement that was executed with DSE. In the year ended December 31, 2020, the Company recognized the $150.0 million milestone as collaboration revenue based on the successful transfer of the NUSTENDI MAA and $2.8 million related to royalty revenue from DSE following their European launch of NILEMDO and NUSTENDI as well as the sales of bulk tablets to DSE pursuant to the supply agreement that was executed with DSE. All remaining future potential milestone amounts were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606 due to the fact that such amounts hinge on development activities, regulatory approvals and sales-based milestones. Additionally, the Company expects that any consideration related to sales-based milestones will be recognized when the subsequent sales occur. Otsuka Agreement Terms On April 17, 2020, the Company entered into the Otsuka Agreement. Pursuant to the Otsuka Agreement, the Company granted Otsuka exclusive development and commercialization rights to NEXLETOL and NEXLIZET in Japan. Otsuka will be responsible for all development, regulatory, and commercialization activities in Japan. In addition, Otsuka will fund all clinical development costs associated with the program in Japan. Pursuant to the agreement, the consideration consists of a $60.0 million upfront cash payment and the Company will be eligible to receive additional payments of up to $450.0 million if certain regulatory and commercial milestones are achieved by Otsuka. The potential future milestone payments include up to $20 million upon first JNDA submissions in the Otsuka Territory, up to $70.0 million upon the first NHI Price Listing for NEXLETOL in the Otsuka Territory, and up to $50.0 million upon the achievement of the primary major adverse cardiovascular events (“MACE”) in the CLEAR Outcomes study and the CV risk reduction rate on the U.S. label, depending on the range of relative risk reduction in the CLEAR Outcomes study. In addition, the Company is eligible to receive additional sales milestone payments up to $310.0 million related to total net sales achievements for Otsuka in Japan. Finally, the Company will receive tiered fifteen percent (15%) to thirty percent (30%) royalties on net sales in Japan. Collaboration Revenue The Company considered the guidance under ASC 606 and concluded that the agreement was in the scope of ASC 606. The Company concluded that the upfront payment of $60.0 million should be included in the transaction price and related to the performance obligation under the agreement to the license to the Company's intellectual property. During the year ended December 31, 2020, the Company recognized $60.0 million of collaboration revenue related to the $60.0 million upfront payment. All future potential milestone amounts were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606 due to the fact that such amounts hinge on development activities, regulatory approvals and sales-based milestones. Additionally, the Company expects that any consideration related to royalties and sales-based milestones will be recognized when the subsequent sales occur. The Company has not yet recognized any revenue for milestone payments as the related regulatory and commercial milestones have not yet been achieved. DS Agreement Terms Pursuant to the DS Agreement, executed in April 2021, the Company granted DS exclusive rights to develop and commercialize bempedoic acid and the bempedoic acid / ezetimibe combination tablet in the DS Territory. The agreement allows for potential expansion across geographies including Saudi Arabia, Kuwait, Oman, UAE, Qatar, Bahrain, Yemen, Colombia and other Latin American countries. Except for certain development activities in South Korea and Taiwan, DS will be responsible development and commercialization in these territories. In addition, DS will fund all development costs associated with the program in the DS Territory. Pursuant to the agreement, the consideration consists of a $30.0 million upfront cash payment that is non-refundable, non-reimbursable and non-creditable. The Company will be eligible to receive additional one-time payments of up to $175.0 million if certain commercial milestones are achieved by DS. Also, the Company will receive tiered royalties of five percent (5%) to twenty percent (20%) of net sales in the DS Territory. Collaboration Revenue The Company considered the guidance under ASC 606 and concluded that the DS Agreement was in the scope of ASC 606. The Company concluded that the upfront payment of $30.0 million should be included in the transaction price and related to the following performance obligations under the DS Agreement: 1) the license to the Company’s intellectual property and 2) the obligation to provide ongoing development activities. The Company used the adjusted market assessment approach in determining the standalone selling price of the Company’s intellectual property and the expected cost plus margin approach in determining the standalone selling price of the Company’s obligation to provide ongoing development activities. Accordingly, during the year ended December 31, 2021, the Company recognized $28.5 million of collaboration revenue related to the $30.0 million upfront payment. The $28.5 million relates to the performance obligations for the license to the Company’s intellectual property and a portion of ongoing regulatory and development activities conducted during the year ended December 31, 2021, in the amounts of $28.0 million and $0.5 million, respectively. The remaining $1.5 million of the upfront payment was deferred as of December 31, 2021 due to an on-going performance obligation related to the developmental activities in South Korea and Taiwan. This deferred revenue will be recognized ratably over the period leading up to the completion of these developmental activities. All future potential milestone amounts were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606 due to the fact that such amounts hinge on development activities, regulatory approvals and sales-based milestones. Additionally, the Company expects that any consideration related to royalties and sales-based milestones will be recognized when the subsequent sales occur. Other Agreements During December 2020, the Company entered into a licensing agreement with Serometrix to in-license a series of early stage compounds known as scaffolds related to its oral, small molecule PCSK9 inhibitor program. PCSK9 is an enzyme responsible for regulating LDL receptors. PCSK9 inhibitors stop LDL receptors from being broken down, increasing the number of LDL receptors present to remove cholesterol from the blood. The agreement allows the Company use of the PCSK9 compounds, which were patented by Serometrix prior to the licensing agreement, to perform further research and development with the goal of developing a small molecule oral PCSK9 inhibitor that can be taken as a tablet. In exchange for these rights, the Company agreed to pay Serometrix an upfront payment, milestone payments and royalties on net sales of licensed products under the agreement. The Company is obligated to make milestone payments to Serometrix upon the achievement of specified development, regulatory and commercialization milestones. The development milestone payments due under the agreement depend on the licensed product being developed. As part of the agreement, the Company |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net consist of the following: December 31, 2021 2020 (in thousands) Raw materials $ 31,850 $ 13,788 Work in process 663 2,028 Finished goods 1,881 320 $ 34,394 $ 16,136 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings On January 12, 2016, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of Michigan, against the Company and Tim Mayleben, captioned Kevin L. Dougherty v. Esperion Therapeutics, Inc., et al. (No. 16-cv-10089). The lawsuit alleges that the Company and Mr. Mayleben violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 by allegedly failing to disclose in an August 17, 2015, public statement that the FDA would require a cardiovascular outcomes trial before approving the Company’s lead product candidate. The lawsuit seeks, among other things, compensatory damages in connection with an allegedly inflated stock price between August 18, 2015, and September 28, 2015, as well as attorneys’ fees and costs. On March 12, 2021, the parties agreed to a settlement in principle of the securities class action, and on April 26, 2021, the parties entered into a stipulation of settlement to resolve all legal claims, in which defendants expressly deny that they have committed any act or omission giving rise to any liability under Section 10(b) of the Securities Exchange Act of 1934. Under the terms of the stipulation of settlement, which the court approved on August 24, 2021, the Company and certain of the Company's insurance carriers caused a payment of $18.25 million to be made to the plaintiff class. As a result of this settlement agreement, the Company recorded a loss on settlement of $13.25 million during 2021 in selling, general, and administrative expenses on the statements of operations and comprehensive loss, which represents the litigation settlement of $18.25 million offset by $5.0 million in insurance claim proceeds from our insurance carriers. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consist of the following: December 31, 2021 2020 (in thousands) Computer equipment $ 278 $ 278 Software 968 1,100 Furniture, fixtures and other 1,170 1,170 Leasehold improvements 299 299 Subtotal 2,715 2,847 Less accumulated depreciation and amortization 2,051 1,571 Property and equipment, net $ 664 $ 1,276 Depreciation expense was $0.6 million, $0.5 million, and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued liabilities consist of the following: December 31, 2021 2020 (in thousands) Accrued compensation $ 8,809 $ 15,161 Accrued variable consideration 16,192 5,025 Accrued professional fees 3,917 3,183 Accrued interest on convertible notes 1,325 1,369 Accrued other 167 52 Total other accrued liabilities $ 30,410 $ 24,790 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following table summarizes the Company’s cash equivalents and investments: December 31, 2021 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (in thousands) Cash equivalents: Money market funds $ 188,734 $ — $ — $ 188,734 Certificates of deposit 400 — — 400 Short-term investments: U.S. treasury notes 50,472 — (31) 50,441 Total $ 239,606 $ — $ (31) $ 239,575 December 31, 2020 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (in thousands) Cash equivalents: Money market funds $ 281,783 $ — $ — $ 281,783 Total $ 281,783 $ — $ — $ 281,783 During the years ended December 31, 2021, 2020 and 2019, other income, net in the statements of operations includes interest income on available-for-sale investments of $0.1 million, $0.5 million and $3.7 million, respectively. Other income, net in the statements of operations includes amortization of premiums and discounts on investments of less than $0.1 million for the year ended December 31, 2021, and income for the accretion of premiums and discounts on investments of $0.1 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. At December 31, 2021, remaining contractual maturities of available-for-sale investments classified as current on the balance sheet were less than 12 months. The Company does not intend to sell the investments before maturity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy: Level 1 inputs: Quoted prices for identical assets or liabilities in active markets; Level 2 inputs: Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities or other inputs that are observable or can be corroborated by market data; and Level 3 inputs: Unobservable inputs that are supported by little or no market activity and require the reporting entity to develop assumptions that market participants would use when pricing the asset or liability. The following table presents the Company’s financial assets that have been measured at fair value on a recurring basis: Description Total Level 1 Level 2 Level 3 December 31, 2021 Cash equivalents: Money market funds $ 188,734 $ 188,734 $ — $ — Certificates of deposit 400 400 — — Short term investments: U.S. treasury notes 50,441 50,441 — — Total assets at fair value $ 239,575 $ 239,575 $ — $ — December 31, 2020 Cash equivalents: Money market funds $ 281,743 $ 281,743 $ — $ — Total assets at fair value $ 281,743 $ 281,743 $ — $ — There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2021 or December 31, 2020. |
Liability Related to the Revenu
Liability Related to the Revenue Interest Purchase Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Liability Related to the Revenue Interest Purchase Agreement | |
Liability Related to the Revenue Interest Purchase Agreement | Liability Related to the Revenue Interest Purchase Agreement On June 26, 2019, the Company entered into a RIPA with Oberland, as agent for purchasers party thereto (the “Purchasers”), and the Purchasers named therein, to obtain financing in respect to the commercialization and further development of bempedoic acid and the bempedoic acid / ezetimibe combination tablet and other working capital needs. Pursuant to the RIPA, the Company received $125.0 million at closing, less certain issuance costs. The Company was entitled to receive up to approximately $75.0 million in subsequent installments subject to the terms and conditions set forth in the RIPA: (i) $25.0 million upon certain regulatory approval of its product candidates and (ii) $50.0 million, at the Company’s option, upon reaching $100.0 million trailing worldwide six-month net sales any time prior to December 31, 2021 (the “Third Payment”). In March 2020, the Company received $25.0 million from Oberland upon receiving regulatory approval of NEXLETOL. As consideration for such payments, the Purchasers will have a right to receive certain revenue interests (the “Revenue Interests”) from the Company based upon net sales of the Company’s certain products, once approved, which will be tiered payments initially ranging from 2.5% to 7.5% of the Company’s net sales in the covered territory (the “Covered Territory”); provided that (a) if annual net sales equal or exceed $350.0 million by December 31, 2021 (the “Sales Threshold”), the initially tiered revenue interest rate will be decreased to a single rate of 2.5% of the Company’s net sales in the Covered Territory, beginning on January 1, 2022, and (b) if annual net sales equal or exceed the Sales Threshold and if the Purchasers receive 100% of their invested capital by December 31, 2024, the revenue interest rate will be decreased to a single rate of 0.4% of the Company’s net sales in the Covered Territory beginning on January 1, 2025. If the Third Payment is drawn down by the Company, the applicable royalty rates will increase by one-third. The Covered Territory is the United States, but is subject to expand to include the world-wide net sales if the Company’s annual U.S. net sales are less than $350.0 million for the year ended December 31, 2021. The U.S. net sales milestone thresholds are not to be taken as financial guidance. The Purchasers’ rights to receive the Revenue Interests shall terminate on the date on which the Purchasers have received Revenue Interests payments of 195% of the then aggregate purchase price (the “Cumulative Purchaser Payments”) paid to the Company, unless the RIPA is terminated earlier. Under the RIPA, the Company has an option (the “Call Option”) to terminate the RIPA and repurchase future Revenue Interests at any time upon advance written notice. Additionally, the Purchasers have an option (the “Put Option”) to terminate the RIPA and to require the Company to repurchase future Revenue Interests upon enumerated events such as a bankruptcy event, an uncured material breach, a material adverse effect or a change of control. If the Put Option is exercised prior to the first anniversary of the closing date by the Purchasers (except pursuant to a change of control), the required repurchase price will be 120% of the Cumulative Purchaser Payments (minus all payments Company has made to the Purchasers in connection with the Revenue Interests). In all other cases, if the Put Option or the Call Option are exercised, the required repurchase price will be 175% of the Cumulative Purchaser Payments (minus all payments Company has made to the Purchasers in connection with the Revenue Interests), if such option is exercised prior to the third anniversary of the closing date, and 195% of the Cumulative Purchaser Payments (minus all payments Company has made to the Purchasers in connection with the Revenue Interests), if such option is exercised thereafter. In addition, the RIPA contains various representations and warranties, information rights, non-financial covenants, indemnification obligations and other provisions that are customary for a transaction of this nature. RIPA Amendments On April 26, 2021, the Company entered into Amendment No. 2 (the “RIPA Amendment”) to the RIPA with Oberland, as agent for the purchaser parties thereto. Pursuant to the RIPA Amendment, Oberland waived the original trailing six-month world-wide net sales condition to the third installment payment under the RIPA and released the final $50 million payment payable to the Company under the terms of the RIPA. The Company and Oberland also agreed to amend additional terms of the RIPA such that the purchasers will have a right to receive certain revenue interests (the “Revenue Interests”) from the Company based on net sales of the Company’s certain products, once approved, which will be tiered payments ranging from 3.33% to 10% (the “Third Payment Applicable Percentage”) of the Company’s net sales in the covered territory (the “Covered Territory”); provided that (a) prior to December 31, 2024, with respect to each country defined in the Daiichi Territory, if the percentage of net sales that Company receives from Daiichi (the “Receivables Percentage”) is less than the Third Payment Applicable Percentage, then the Revenue Interest for such country payable to the purchasers will be equal to the Receivables Percentages, (b) if annual net sales equal or exceed $350 million and if the Purchasers receive 100% of their invested capital (Cumulative Purchaser Payments") by December 31, 2024, the revenue interest rate will be decreased to a single rate of 3.33% of the Company’s net sales in the Covered Territory for all subsequent calendar quarters and (c) if the Purchasers receive Revenue Interest payments less than 100% of Cumulative Purchaser Payments by December 31, 2024, the Third Payment Applicable Percentage will be increased to a single rate of the Company’s net sales that would have provided 100% of Cumulative Purchaser Payments had such rate applied from the initial funding by the Purchasers. The Covered Territory was originally the United States, but has been expanded to worldwide for all calendar years beginning on or after January 1, 2022. Under the RIPA Amendment, the Company has an option (the “Call Option”) to terminate the RIPA and repurchase future Revenue Interests at any time upon advance written notice. Additionally, the Purchasers have an option (the “Put Option”) to terminate the RIPA and to require the Company to repurchase future Revenue Interests upon enumerated events such as a bankruptcy event, an uncured material breach, a material adverse effect or a change of control. If the Put Option or the Call Option are exercised, the required repurchase price will be 200% of the Cumulative Purchaser Payments (minus all payments Company has made to the Purchasers in connection with the Revenue Interests), if such option is exercised prior to the third anniversary of the closing date, and 225% of the Cumulative Purchaser Payments (minus all payments Company has made to the Purchasers in connection with the Revenue Interests), if such option is exercised thereafter. In accordance with the guidance in ASC 470‑50, “Debt—Modifications and Extinguishments,” the RIPA Amendment was accounted for as a debt modification. The amendment resulted in a $0.1 million loss on modification of debt, consisting of third-party fees associated with the transaction, which is included in selling, general, and administrative expenses in the statements of operations for the year ended December 31, 2021. On May 16, 2021, the Company entered into an Amendment to the Security Agreement and Waiver ("Amendment and Waiver") with the same parties to the Security Agreement, by and among the Company, Eiger Partners II LP (the "Purchaser") and Eiger III SA LLC (the "Purchaser Agent"), dated as of June 26, 2019 (the "Security Agreement"). Pursuant to the Amendment and Waiver, if (i) the net revenue from sales of NEXLETOL and NEXLIZET and certain other products in the United States (as reported in the Company’s financial statements as “product sales, net” in accordance with GAAP and excluding, for the avoidance of doubt, upfront or milestone payments and other collaboration revenue) (the “Specified Net Revenue”) for the calendar quarter ended September 30, 2021 does not exceed $15.0 million, or (ii) the Specified Net Revenue for any calendar quarter ending after September 30, 2021 does not exceed $15.0 million, then the Company shall deposit $50.0 million in a deposit account that is subject to a block account control agreement in favor of the Purchase Agent, no later than the earlier of (x) the date the Specified Net Revenue for such calendar quarter has been determined and (y) 45 days after the last day of such calendar quarter. Since the Specified Net Revenue for the calendar quarter ended September 30, 2021 did not exceed $15.0 million, the Company deposited $50.0 million in a deposit account that is subject to a block account control agreement, which is classified as restricted cash on the balance sheets. The Purchaser Agent shall have sole dominion and control over all funds deposited in the deposited account and such funds may be withdrawn therefrom only with the consent of the Purchaser Agent. Upon the occurrence and during the continuance of a Put Option Event, the Purchaser Agent shall have the right to apply amounts held in the deposit account in payment of certain secured obligations in the manner provided for in the Security Agreement. The Amendment and Wavier does not substitute, replace or release the Pledgors from any other obligations under the RIPA or Security Agreement. In connection with the arrangement, as of December 31, 2021, the Company has recorded a liability, referred to as the “Revenue interest liability” on the balance sheets, of $257.0 million, net of $0.5 million of capitalized issuance costs in connection with the RIPA, which will be amortized to interest expense over the estimated term of the RIPA. The Company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The Company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method. A significant increase or decrease in net sales will materially impact the revenue interest liability, interest expense and the time period for repayment. The Company recorded approximately $33.9 million, $19.6 million and $8.1 million in interest expense related to this arrangement for the years ended December 31, 2021, 2020 and 2019, respectively. The repayment of the RIPA to Oberland does not have a fixed repayment schedule, rather it will be completely repaid and extinguished when the Company has repaid 200% of the aggregate purchase price if repaid prior to the third anniversary of the closing date, and 225% of the Cumulative Purchaser Payments thereafter, unless the RIPA is terminated earlier. Since there is not a fixed repayment schedule, the Company does not project its future repayments by year. Each period, the Company estimates the future expected sales of its products in the covered territory and determines the effective annual imputed interest rate, which updates and changes the timing of the Company’s payments. Under the terms of the agreement, every $100 million of net sales generated, less than or equal to $250 million in an annual aggregate year, would result in a repayment obligation of approximately $10.0 million or 10.0% at the stated repayment rate in the first year. Annual net sales for a calendar year exceeding $250 million would result in a repayment obligation of approximately $3.3 million or 3.3% for every $100 million of sales above the threshold. If the Company would have equaled or exceeded $350 million of sales in the U.S. in 2021, then the repayment amount would have dropped to $3.3 million for every $100 million of net sales starting in 2022. As the U.S. net sales were less than $350 million for the year ended December 31, 2021, the Covered Territory is expanded to include worldwide sales beginning in 2022. The Company’s repayments of the RIPA are directly tied to the growth of its net sales, and as the Company’s net sales grow, the Company expects the related repayments of the RIPA to grow as well. The Company currently expects to repay $11.3 million in the next twelve months. The effective annual imputed interest rate is 16.6% as of December 31, 2021. The Company incurred $0.6 million of issuance costs in connection with the RIPA, which will be amortized to interest expense over the estimated term of the RIPA. Payments made to Oberland as a result of the Company’s net sales will reduce the revenue interest liability. The following table summarizes the revenue interest liability activity during the years ended December 31, 2021 and 2020: (in thousands) Revenue interest liability at Revenue interest liability at December 31, 2019 $ 132,544 Oberland funding for regulatory approval of NEXLETOL 25,000 Interest expense recognized 19,560 Revenue interest payments (500) Revenue interest liability at December 31, 2020 $ 176,604 Oberland funding upon execution of Amendment No. 2, net of issuance costs ($83) 49,917 Interest expense recognized 33,907 Revenue interest payments (3,389) Revenue interest liability at December 31, 2021 $ 257,039 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes In November 2020, the Company issued $280.0 million aggregate principal amount of 4.0% senior subordinated convertible notes due November 2025. The net proceeds the Company received from the offering was approximately $271.1 million, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company (the “Convertible Notes”). The Company used approximately $46.0 million of the net proceeds from the offering of the notes to pay the cost of the Capped Call (as defined below) and $55.0 million of the net proceeds from the offering of the initial notes to finance the Prepaid Forward (as defined below). The Convertible Notes are the Company's senior unsecured obligations and mature on November 15, 2025 (the “Maturity Date”), unless earlier repurchased or converted into shares of common stock under certain circumstances described below. The Convertible Notes are convertible into shares of the Company’s common stock, can be repurchased for cash, or a combination thereof, at the Company’s election, at an initial conversion rate of 30.2151 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $33.096 per share of common stock, subject to adjustment. The Company will pay interest on the Convertible Notes semi-annually in arrears on May 15 and November 15 of each year. The Convertible Notes are general unsecured obligations of the Company that are subordinated in right of payment to indebtedness, obligations and other liabilities under the Company’s RIPA, the revenue interests issued pursuant to such agreement, and any refinancing of the foregoing. Holders may convert their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2025 in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, par value $0.001 per share (“common stock”), is greater than or equal to 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five business days after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 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 and the conversion rate for the notes on each such trading day; (3) if the Company calls such notes for redemption, any such notes that have been called for redemption may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption; and (4) upon the occurrence of specified corporate events, as provided in the Indenture. On or after August 15, 2025, to the close of business on the second scheduled trading day immediately before the maturity date, holders may convert all or any portion of their notes at the applicable conversion rate at any time at the option of the holder regardless of the foregoing conditions. In addition, following certain corporate events or following issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or to convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be. The Convertible 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 before the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date the Company sends the related redemption notice, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company sends such redemption notice. No sinking fund is provided for the notes. If the Company redeems less than all the outstanding notes, at least $125.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date. If the Company undergoes a “fundamental change” (as defined in the Indenture), holders may require the Company to repurchase their notes for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The Indenture includes customary terms and covenants, including certain events of default. The Company incurred approximately $8.9 million of issuance costs related to the issuance of the Convertible Notes, of which, prior to the adoption of ASU 2020-06 on January 1, 2021, $5.8 million and $3.1 million were allocated and recorded to long-term debt and additional paid-in capital, respectively. The $5.8 million of issuance costs recorded as long-term debt on the balance sheets is amortized over the five-year contractual term of the Convertible Notes using the effective interest method. Prior to the adoption of ASU 2020-06 on January 1, 2021, the $271.1 million of proceeds received from the issuance of the Convertible Notes were allocated between long-term debt (the “liability component”) of $177.6 million and additional paid-in capital (the “equity component”) of $93.5 million. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the Convertible Notes and was included in additional paid-in capital in the balance sheets and was not remeasured as long as it did not to meet the conditions for equity classification. The liability component was to be accreted up to the face value of the Convertible Notes of $280.0 million, which resulted in additional non-cash interest expense being recognized through the Maturity Date. With the adoption of ASU 2020-06 as of January 1, 2021, the Company reports the convertible debt liability at the aggregate principal amount less unamortized issuance costs. This resulted in the reclassification of the $93.5 million of the Company’s convertible notes recognized at December 31, 2020 from additional paid in capital to the convertible debt liability. The portion of interest expense previously recognized for the accretion of the convertible debt liability and the true-up of the amortization of the issuance costs of $1.5 million was recorded as an adjustment to accumulated deficit. On October 22, 2021, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with two co-managed holders (the “Holders”) of its Convertible Notes. Under the terms of the Exchange Agreement the Holders agreed to exchange (the “Exchange”) with the Company $15.0 million aggregate principal amount of the Convertible Notes held in the aggregate by them (and accrued interest thereon) for shares of the Company’s common stock. Pursuant to the Exchange Agreement, the number of shares of common stock to be issued by the Company to the Holders upon consummation of the Exchange was determined based upon the volume-weighted-average-price per share of common stock, subject to a floor of $5.62 per share, during the five The Company accounted for the Exchange as an extinguishment of a liability and calculated the gain on extinguishment of debt under ASC 470-50-40, which requires the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt to be recognized in the income statement. The reacquisition price of the Convertible Notes was calculated by the number of shares exchanged times the closing price of the common shares on the day of settlement plus any transactional costs incurred during the reaquisition. The net carrying amount of the debt was calculated by the face value of the notes less the unamortized debt issuance costs associated with the face value of the notes. The Company recognized a gain of $2.6 million in "Other Income" on the Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. The following table summarizes the outstanding principal and debt issuance cost balances at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Principal amount of convertible notes $ 265,000 $ 280,000 Unamortized debt discount and issuance costs (6,720) (100,633) Net carrying amount of the convertible notes $ 258,280 $ 179,367 The Company recorded $12.4 million of interest expense during the year ended December 31, 2021 relating to the cash interest on the convertible notes due semi-annually and amortization of the debt issuance costs. The Company recorded $3.1 million of interest expense during the year end December 31, 2020 relating to the cash interest on the convertible notes due semi-annually, amortization of the debt discount and amortization of the debt issuance costs. As of December 31, 2021, no Convertible Notes were convertible pursuant to their terms. The estimated fair value of the Convertible Notes was $140.3 million as of December 31, 2021 and $283.4 million as of December 31, 2020. The estimated fair value of the Convertible Notes was determined through consideration of quoted market prices. As of December 31, 2021, the if-converted value of the Convertible Notes did not exceed the principal value of those notes. Capped Call Transactions In connection with the offering of the Convertible Notes, the Company entered into privately-negotiated capped call transactions with one of the initial purchasers of the convertible notes or its affiliate and certain other financial institutions. The Company used approximately $46.0 million of the net proceeds from the offering of the Convertible 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 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 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 Convertible Notes, and is subject to certain adjustments), with such reduction and/or offset subject to a cap initially equal to approximately $55.16 (which represents a premium of approximately 100% over the last reported sale price of the Company’s common stock on November 11, 2020), 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 Convertible 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. Prepaid Forward In connection with the offering of the Convertible Notes, the Company entered into a prepaid forward stock repurchase transaction (“Prepaid Forward”) with a financial institution (“Forward Counterparty”). Pursuant to the Prepaid Forward, the Company used approximately $55.0 million of the net proceeds from the offering of the Convertible Notes to fund the Prepaid Forward. The aggregate number of shares of the Company’s common stock underlying the Prepaid Forward was approximately 1,994,198. The expiration date for the Prepaid Forward is November 15, 2025, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at expiration or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of common stock underlying the Prepaid Forward or the portion thereof being settled early. The shares purchased under the Prepaid Forward are treated as treasury stock and not outstanding for purposes of the calculation of basic and diluted earnings per share, but will remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders' Deficit ATM Offering On August 3, 2021, the Company filed an automatically effective registration statement on Form S-3ASR (the “Registration Statement”) with the SEC which registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Company simultaneously entered into an open market sale agreement with Jefferies LLC, as sales agent, to provide for the issuance and sale by the Company of up to $250 million of common stock from time to time in “at-the-market” offerings under the Registration Statement and related prospectus filed with the Registration Statement (the “ATM Program”). During the year ended December 31, 2021, the Company issued 897,364 shares of common stock resulting in net proceeds of approximately $9.7 million after deducting $0.5 million of underwriting discounts and commissions and other expenses, pursuant to the ATM Program. Warrants In connection with the Offering in December 2021, the Company issued warrants to purchase 36,964,286 shares of common stock at an exercise price of $9.00. The warrants will terminate on December 7, 2023. The warrants were recorded at fair value of $61.9 million to additional-paid-in-capital in accordance with ASC 815-10 based upon the allocation of the proceeds between the common shares issued with the Offering and the warrants. The Company estimated the fair value of the warrants using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrant, the risk-free interest rate and the fair value of the common stock underlying the warrant. The Company estimates the volatility based on its historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury daily rate for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to its remaining contractual term. As of December 31, 2021, the Company had warrants outstanding that were exercisable for a total of 36,964,286 shares of common stock at a weighted-average exercise price of $9.00 per share. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | Stock Compensation Employee Stock Purchase Plan In April 2020, the board of directors approved the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the "ESPP") which was approved by the Company's shareholders on May 28, 2020. The ESPP allows eligible employees to authorize payroll deductions of up to 10% of their base salary or wages up to $25,000 annually to be applied toward the purchase of shares of the Company's common stock on the last trading day of the offering period. Participating employees will purchase shares of the Company's common stock at a discount of up to 15% on the lesser of the closing price of the Company's common stock on the NASDAQ Global Select Market (i) on the first trading day of the offering period or (ii) the last day of any offering period. Offering periods under the ESPP will generally be in six months increments, commencing on September 1 and March 1 of each calendar year with the administrator having the right to establish different offering periods. During the years ended December 31, 2021 and 2020, the Company recognized $0.7 million, $0.5 million of stock compensation expense related to the ESPP, respectively. As of December 31, 2021, there have been 133,214 shares issued and 691,786 shares reserved for future issuance under the ESPP. 2017 Inducement Equity Plan In May 2017, the Company's board of directors approved the 2017 Inducement Equity Plan (the "2017 Plan"). The number of shares of common stock available for awards under the 2017 Plan was set to 750,000, with any shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or otherwise terminated (other than by exercise) under the 2017 Plan added back to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), unrestricted stock awards and dividend equivalent rights. In November 2019, the Company's board of directors approved an amendment to the 2017 Plan to increase the number of shares of common stock available for issuance under the 2017 Plan by 400,000 shares. 2013 Stock Option and Incentive Plan In May 2015, the Company’s stockholders approved the amended and restated 2013 Stock Option and Incentive Plan (as amended, the “2013 Plan”) which, among other things, increased the number of shares of common stock reserved for issuance thereunder. The number of shares of common stock available for awards under the 2013 Plan was increased by 923,622 shares from 2,051,378 shares to 2,975,000 shares, plus (i) shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) under the 2013 Plan and the Company’s 2008 Incentive Stock Option and Restricted Stock Plan are added back to the shares of common stock available for issuance under the 2013 Plan, and (ii) on January 1, 2016, and each January 1, thereafter, the number of shares of common stock reserved and available for issuance under the 2013 Plan will be cumulatively increased by 2.5% of the number of shares of common stock outstanding on the immediately preceding December 31, or such lesser number of shares of common stock determined by the compensation committee. The 2013 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights. 2008 Stock Option and Restricted Stock Plan In April 2008, the Company adopted the 2008 Plan, administered by the Board of Directors or a committee appointed by the Board of Directors. The 2008 Plan provides for the granting of stock options and restricted stock to employees and nonemployees of the Company. Options granted under the 2008 Plan may either be incentive stock options, restricted stock awards or nonqualified stock options. Stock options and restricted stock grants may be granted to employees, directors and consultants. Stock awards under the 2008 Plan may be granted for up to ten years from the adoption of the 2008 Plan at prices no less than 100 percent of the fair value of the shares on the date of the grant as determined by (i) the closing price of the Company’s common stock on any national exchange, (ii) the National Association of Securities Dealers Inc. Automated Quotation System (“NASDAQ”), if so authorized for quotation as a NASDAQ security, or (iii) by reasonable application of a reasonable valuation method. The valuation methods utilized by the Company are consistent with the AICPA Technical Practice Aid. As of December 31, 2021, no awards were outstanding from the 2008 Plan. The Company incurs stock-based compensation expense related to stock options and RSUs. The fair value of RSUs is determined by the closing market price of the Company’s common stock on the date of grant. The fair value of stock options is calculated using a Black-Scholes option-pricing model. Compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value. The Company accounts for forfeitures as they occur. Under the 2017 Plan, 2013 Plan and the 2008 Plan the vesting of options granted or restricted awards given will be determined individually with each option grant. Generally, 25 percent of the granted amount will vest upon the first anniversary of the option grant with the remainder vesting ratably on the first day of each calendar quarter for the following three years. Stock options have a 10-year life and expire if not exercised within that period, or if not exercised within 90 days of cessation of providing service to the Company. Stock Options The following table summarizes the activity relating to the Company’s options to purchase common stock for the year ended December 31, 2021: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate Options Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 4,176,518 $ 40.24 5.28 $ 18,415 Granted 797,992 $ 27.10 Forfeited or cancelled (vested and unvested) (1,268,273) $ 49.33 Exercised (491,700) $ 7.65 Outstanding at December 31, 2021 3,214,537 $ 38.38 4.18 $ — Vested and expected to vest at December 31, 2021 3,214,537 $ 38.38 4.18 $ — Exercisable at December 31, 2021 2,580,045 $ 40.02 3.06 $ — The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019, was $4.7 million, $6.3 million and $17.7 million, respectively. The following table shows the weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees during each of the three years ending December 31, 2021, using the Black-Scholes option-pricing model: Year ended December 31, 2021 2020 2019 Risk-free interest rate 0.79 % 1.70 % 2.10 % Dividend yield — — — Weighted-average expected life of options (years) 6.24 6.25 6.25 Volatility 83 % 81 % 73 % The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The weighted-average expected life of the options was calculated using the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107 (“SAB No. 107”). This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical and predictive data, the estimated volatility incorporates the historical volatility of comparable companies whose share prices are publicly available. The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2021, 2020 and 2019, were $19.19, $43.22, and $31.18, respectively. During the years ended December 31, 2021 and December 31, 2020, the Company recognized stock-based compensation expense related to stock options of $14.6 million, including $1.5 million that was capitalized into inventory, and $20.9 million, including $0.6 million that was capitalized into inventory, respectively. During the year ended December 31, 2019, the Company recognized stock-based compensation expense related to stock options of $23.5 million. As of December 31, 2021, there was approximately $11.8 million of unrecognized compensation cost related to unvested options, which will be recognized over a weighted-average period of approximately 2.6 years. Restricted Stock Units The following table summarizes the activity relating to the Company’s RSUs for the year ended December 31, 2021: Number of Weighted-Average RSUs Fair Value Per Share Outstanding and unvested at December 31, 2020 401,234 $ 46.92 Granted 860,754 $ 25.76 Forfeited or expired (359,940) $ 35.55 Vested (203,344) $ 42.18 Outstanding and unvested at December 31, 2021 698,704 $ 28.09 During the years ended December 31, 2021 and December 31, 2020, the Company recognized stock-based compensation expense related to RSUs of $8.1 million, including $0.7 million that was capitalized into inventory and $7.0 million, including $0.2 million that was capitalized into inventory. During the year ended December 31, 2019, the Company recognized approximately $2.4 million of stock-based compensation expense related to RSUs. As of December 31, 2021, there was approximately $16.6 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of approximately 2.8 years. Performance-based Restricted Stock Units ("PBRSUs") In 2021, the Company granted PBRSUs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined milestones based on the Company's U.S. net product sales or clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBRSUs based on the expected performance period to achieve the performance milestone. The fair value of the PBRSUs is based on the quoted market price of the Company's common stock on the date of grant. The Company expects the performance criteria to be met. The following table summarizes the activity relating to the Company's PBRSUs for the year ended December 31, 2021: Numbers of Weighted-Average PBRSU's Fair Value Per Share Outstanding and unvested at December 31, 2020 — $ — Granted 658,850 $ 10.26 Forfeited (18,900) $ 22.52 Vested — $ — Outstanding and unvested at December 31, 2021 639,950 $ 9.90 Stock-based compensation related to the PBRSUs was approximately $0.8 million for the year ended December 31, 2021. As of December 31, 2021, there was approximately $5.6 million of unrecognized stock-based compensation expense related to unvested PBRSUs, which will be recognized over a weighted-average period of approximately 2.3 years. Performance-based stock options ("PBSOs") In 2021, the Company granted PBSOs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBSOs based on the expected performance period to achieve the performance milestone. The fair value of the PBSOs is based on the Black Scholes model as detailed in the stock option section above. The Company expects the performance criteria to be met. The weighted-average grant-date fair value of PBSOs granted during the years ended December 31, 2021 was $6.04. The following table summarizes the activity relating to the Company’s performance-based stock options for the year ended December 31, 2021 Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate PBSOs Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 — $ — — $ — Granted 122,700 $ 8.94 Outstanding at December 31, 2021 122,700 $ 8.94 9.83 $ — Vested and expected to vest at December 31, 2021 122,700 $ 8.94 9.83 $ — |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanDuring 2008, the Company adopted the Esperion Therapeutics, Inc. 401(k) Plan (the “401(k) Plan”), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings. The Company may, at its sole discretion, contribute for the benefit of eligible employees. Company contributions to the 401(k) Plan during the years ended December 31, 2021, 2020 and 2019, were $2.2 million, $2.7 million and $0.7 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases primarily related to the Company's principal executive office, automobile leases and other IT related equipment. The lease for the principal executive office has a lease term of 5 years and the automobile leases and IT equipment leases primarily have a term of 3 years. During the years ended December 31, 2021, December 31, 2020, and December 31, 2019 the Company recognized $2.4 million, $2.2 million and $0.3 million, respectively, of operating lease costs, recognized on the statements of operations and comprehensive loss, and paid cash for the amounts included in the measurement of lease liabilities of $2.4 million, $2.2 million and $0.3 million, respectively, which were included in operating cash flows on the statements of cash flows. At December 31, 2021 and December 31, 2020, the weighted-average remaining lease term of operating leases was 1.4 years and 2.3 years, respectively, and the weighted average discount rate was 4.7% and 3.5%, respectively. There were no right-of-use assets obtained in exchange for lease obligations in the twelve months ended December 31, 2021 and December 31, 2020. The Company had no additional operating and finance leases that have not yet commenced as of December 31, 2021. The following table summarizes the Company's future maturities of operating lease liabilities as of December 31, 2021: (in thousands) 2022 $ 1,447 2023 513 2024 21 Total lease payments 1,981 Less imputed interest 65 Total $ 1,916 The following table summarizes supplemental balance sheet information related to leases as of December 31, 2021: Operating Leases (in thousands) Total right of use operating lease assets $ 1,898 Operating lease liabilities (short-term) $ 1,392 Operating lease liabilities (long-term) 524 Total lease obligations under operating leases $ 1,916 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThere was no provision for income taxes for the years ended December 31, 2021, 2020 and 2019, because the Company has incurred operating losses since inception. At December 31, 2021, the Company concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets due to its history of losses. Accordingly, a full valuation allowance has been applied against the net deferred tax assets. As of December 31, 2021, 2020 and 2019, the Company had net deferred tax assets, before valuation allowance, of approximately $284.2 million, $202.8 million and $174.2 million, respectively. Realization of the deferred assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of December 31, 2021, 2020 and 2019, the Company had federal net operating loss (“NOL”) carryforwards of approximately $894.3 million, $700.7 million and $618.1 million, respectively. Of the total federal NOL carryforwards, $347.4 million will expire at various dates beginning in 2028, if not utilized; the remaining federal NOLs do not expire. As of December 31, 2021, 2020 and 2019, the Company had state NOL carryforwards of approximately $662.2 million, $530.3 million and $527.1 million, respectively. The state NOL carryforwards will expire at various dates beginning in 2022, if not utilized. The Company has research and developmental tax credits of $21.0 million. The tax credit carryforwards will expire beginning in 2031, if not utilized. The Company files income tax returns in the U.S. federal jurisdiction, and various states. With few exceptions, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for years before 2016. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 2019 Federal income tax (benefit) at statutory rate (21.0) % (21.0) % (21.0) % Change in state tax rate 0.9 % — % (0.2) % Permanent items 0.1 % 0.6 % (1.0) % R&D tax credits, net of reserves — % (16.3) % — % Other 0.4 % 0.8 % 0.7 % Change in valuation allowance 19.6 % 35.9 % 21.5 % Effective income tax rate 0.0 % 0.0 % 0.0 % Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. If the Company experiences a greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period, a Section 382 ownership change could be deemed to have occurred. If a Section 382 change occurs, the Company’s future utilization of the net operating loss carryforwards and credits as of the ownership change will be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Such an annual limitation may result in the expiration of net operating losses before utilization. The Company determined a change of ownership occurred in 2017 and 2021. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. The Company recognized no material adjustment for unrecognized income tax benefits. Through December 31, 2021, the Company had accrued $2.1 million for unrecognized income tax benefits and related interest and penalties against credits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows. The Company does not expect this amount to change in the next twelve months. At December 31, 2021, all of the amount of unrecognized tax benefits, if recognized, would result in a deferred tax asset and corresponding increase in the entity’s valuation allowance. Such unrecognized tax benefit would not affect the effective rate if recognized. December 31, 2021 2020 (in thousands) Balance at January 1 $ 2,606 $ — Additions based on tax positions related to the current year — 502 Additions for tax positions of prior years — 2,104 Reductions for tax positions of prior year (507) — Balance at December 31 2,099 2,606 Significant components of the Company’s deferred tax assets are summarized in the table below: December 31, 2021 2020 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ 219,237 $ 172,530 Equity compensation 22,735 21,454 R&D tax credits, net of reserves 18,887 23,452 Disallowed interest 16,146 5,307 Temporary differences 7,695 5,054 Total deferred tax assets 284,700 227,797 Deferred tax liabilities: Convertible debt — (24,795) Other (546) (159) Total deferred tax liabilities (546) (24,954) Valuation allowance (284,154) (202,843) Net deferred tax assets $ — $ — |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, warrants for common stock, stock options, PBSOs, unvested RSUs and PBRSUs, shares issuable under the ESPP and shares issuable upon conversion of the convertible notes are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The shares outstanding at the end of the respective periods presented below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: December 31, December 31, December 31, Common shares under option 3,214,537 4,176,518 4,677,929 Unvested RSUs 698,704 401,234 245,966 Shares issuable related to the ESPP 23,448 16,828 — Unvested PBRSUs 639,950 — — Common shares under PBSOs 122,700 — — Shares issuable upon conversion of convertible notes 8,007,010 8,460,237 — Warrants for common stock 36,964,286 — — Total potential dilutive shares 49,670,635 13,054,817 4,923,895 |
Statements of Cash Flows_2
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2021 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Statements of Cash Flows | Statements of Cash Flows The following table provides a reconciliation of cash and cash equivalents and restricted cash presented on the balance sheets to the same amounts presented on the statements of cash flows on December 31, 2021 and 2020 (in thousands). December 31, December 31, Cash and cash equivalents $ 208,892 $ 304,962 Restricted cash 50,000 — Total cash, cash equivalents and restricted cash shown on the statements of cash flows $ 258,892 $ 304,962 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues, expenses and related disclosures. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company invests its excess cash in bank deposits, money market accounts, and short-term investments. The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents are reported at fair value. |
Restricted Cash | Restricted Cash Restricted cash consists of legally restricted amounts held by financial institutions pursuant to contractual arrangements. Pursuant to the Amendment and Waiver (as defined below), the Company deposited $50.0 million in a deposit account that is subject to a block account control agreement. Oberland will have sole control over the funds deposited in the account and such funds may be withdrawn only with the consent of Oberland. Refer to Note 10 "Liability Related to the Revenue Interest Purchase Agreement" for further information on the Amendment and Waiver. |
Investments | Investments Investments are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are reported in accumulated other comprehensive income (loss). The cost of investments classified as available-for-sale are adjusted for the amortization of premiums and accretion of discounts to maturity and recorded in other income, net. Realized gains and losses, if any, are determined using the specific identification method and recorded in other income, net. Investments with original maturities beyond 90 days at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the balance sheet date are classified as long-term. |
Selling, General and Administrative Expenses | Selling, General and Administrative ExpensesSelling, general and administrative expenses primarily consist of salaries and benefits, stock-based compensation, and costs of programs necessary for the general conduct of the Company's business, including costs associated with the commercialization of NEXLETOL and NEXLIZET in the U.S. Selling, general and administrative expenses are expensed as costs are incurred, services are performed, or goods are delivered. The Company incurred advertising costs of $13.7 million and $19.3 million for the years ended December 31, 2021 and December 31, 2020, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Cash, cash equivalents, and investments consist of financial instruments that potentially subject the Company to concentrations of credit risk. The Company has established guidelines for investment of its excess cash and believes the guidelines maintain safety and liquidity through diversification of counterparties and maturities. The Company enters into a limited number of distribution agreements with distributors and specialty pharmacies. The Company's net product sales are with these customers. As of December 31, 2021, nine customers accounted for all of the Company's net trade receivables and as of December 31, 2020 eight customers accounted for all the Company's net trade receivables. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value and recognized on a first-in, first-out ("FIFO") method. The Company uses standard cost to determine the cost basis for inventory. Inventory is capitalized based on when future economic benefit is expected to be realized. The Company began capitalizing inventory upon receiving FDA approval for NEXLETOL and NEXLIZET on February 21, 2020 and February 26, 2020, respectively. Prior to the FDA approval of NEXLETOL and NEXLIZET, expenses associated with the manufacturing of the Company's products were recorded as research and development expense. The Company analyzes its inventory levels on a periodic basis to determine if any inventory is at risk for expiration prior to sale or has a cost basis that is greater than its estimated future net realizable value. Any adjustments are recognized through cost of goods sold in the period in which they are incurred. |
Segment Information | Segment Information The Company views its operations and manages its business in one operating segment, which is the business of researching, developing and commercializing therapies for the treatment of patients with elevated LDL-C. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s cash, cash equivalents, restricted cash and investments are carried at fair value. Financial instruments, including accounts receivable, other prepaid and current assets, accounts payable and accrued liabilities are carried at cost, which approximates fair value. Debt is carried at amortized cost, which approximates fair value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, generally three |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and right-of-use operating lease assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized 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. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2021. |
Leases | Leases The Company reviews all arrangements to determine if the contract contains a lease or an embedded lease using the criteria in Accounting Standards Codification ("ASC") 842 Leases ("ASC 842"). If a lease is identified, the Company reviews the consideration in the contract and separates the lease components from the nonlease components. In addition, the Company reviews the classification of the lease between operating and finance leases. According to ASC 842, lessees should discount lease payments at the lease commencement date using the rate implicit in the lease. If the rate implicit in the lease is not readily determinable, a lessee must use its incremental borrowing rate for purposes of classifying the lease and measuring the right-of-use asset and liability. To the extent the rate is not implicit in the lease, the Company uses the incremental borrowing rate it would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. |
Convertible Notes | Convertible Notes In 2020, prior to the adoption of Accounting Standards Update ("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) (“ASU 2020-06”), the Company accounted for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the nonconvertible debt borrowing rate. The Company determined the carrying amount of the liability component of the Convertible Notes by using estimates and assumptions that market participants would use in pricing a debt instrument. The equity component was treated as a discount on the liability component of the Convertible Notes, which was amortized over the term of the Convertible Notes using the effective interest rate method. Debt issuance costs related to the Convertible Notes are allocated to the liability and equity components of the Convertible Notes based on their relative values. Debt issuance costs allocated to the liability component were amortized over the life of the Convertible Notes as additional non-cash interest expense. Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in stockholders’ equity (deficit). |
Revenue Interest Liability | Revenue Interest Liability The revenue interest liability is presented net of deferred issuance costs on the balance sheets. The Company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on the liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The Company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the goods or services provided. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: identify the contracts with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when or as the entity satisfies a performance obligation. At contract inception the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company derives revenue through two primary sources: collaboration revenue and product sales. Collaboration revenue consists of the collaboration payments to the Company for collaboration arrangements outside of the United States for the development, manufacturing and commercialization of the Company's product candidates by the Company's partners and product sales consists of sales of NEXLETOL and NEXLIZET in the United States. a. Collaboration Revenue The Company has entered into agreements related to its activities to develop, manufacture, and commercialize its product candidates. The Company earns collaboration revenue in connection with a collaboration agreement to develop and/or commercialize product candidates where the Company deems the collaborator to be the customer. In accordance with ASC 606, revenue is measured as the amount of consideration expected to be entitled to in exchange for transferring promised goods or providing services to a customer. Revenue is recognized when (or as) the Company satisfies performance obligations under the terms of a contract. Depending on the terms of the arrangement, the Company may defer the recognition of all or a portion of the consideration received as the performance obligations are satisfied. The collaboration agreements may require the Company to deliver various rights, services, and/or goods across the entire life cycle of a product or product candidate. In an agreement involving multiple goods or services promised to be transferred to a customer, the Company must assess, at the inception of the contract, whether each promise represents a separate performance obligation (i.e., is "distinct"), or whether such promises should be combined as a single performance obligation. The terms of the agreements typically include consideration to be provided to the Company in the form of non-refundable up-front payments, development milestones, sales milestones, and royalties on sales of products within a respective territory. The Company recognizes regulatory and approval milestones consideration when it is probable that a future reversal is unlikely to occur. For sales based milestones and royalties based on sales of product in a territory, the Company applies the sales-based royalty exception in ASC 606 to all of these milestones and royalties. At the inception of a contract, the transaction price reflects the amount of consideration the Company expects to be entitled to in exchange for transferring promised goods or services to its customer. In the arrangement where the Company satisfies performance obligation(s) during the regulatory phase over time, the Company recognizes collaboration revenue typically using an input method on the basis of regulatory costs incurred relative to the total expected cost which determines the extent of progress toward completion. The Company reviews the estimate of the transaction price and the total expected cost each period, and makes revisions to such estimates as necessary. Under contracted supply agreements with collaborators, the Company may manufacture and supply quantities of active pharmaceutical ingredient (“API”) or bulk tablets reasonably required by collaboration partners for the development or sale of licensed products in their respective territory. The Company recognizes revenue when the collaboration partner has obtained control of the API or bulk tablets. The Company records the costs related to the supply agreement in cost of goods sold on the statements of operations and comprehensive income (loss). Under the Company's collaboration agreements, product sales and cost of sales may be recorded by the Company's collaborators as they are deemed to be the principal in the transaction. The Company receives royalties from the commercialization of such products, and records its share of the variable consideration, representing a percentage of net product sales, as collaboration revenue in the period in which such underlying sales occur and costs are incurred by the collaborators. The collaborators will provide the Company with estimates of its royalties for such quarter; these estimates are reconciled to actual results in the subsequent quarter, and the royalty is adjusted accordingly, as necessary. Please refer to the discussion in Note 3 "Collaborations with Third Parties" for further discussion of the accounting related to the collaboration agreements. b. Product Sales, Net On March 30, 2020, NEXLETOL was commercially available in the U.S. through prescription and on June 4, 2020, NEXLIZET was commercially available in the U.S. through prescription. Net product sales totaled $40.0 million and $13.0 million for the year ended December 31, 2021 and December 31, 2020, respectively. The Company sells NEXLETOL and NEXLIZET to wholesalers in the U.S and recognizes revenue at the point in time when the customer is deemed to have obtained control of the product. The customer is deemed to have obtained control of the product at the time of physical receipt of the product at the customers’ distribution facilities, or free on board (“FOB”) destination, the terms of which are designated in the contract. Product sales are recorded at the net selling price, which includes estimates of variable consideration for which reserves are established for (a) rebates and chargebacks, (b) co-pay assistance programs, (c) distribution fees, (d) product returns, and (e) other discounts and fees. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as current contractual and statutory requirements, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which it is entitled based on the terms of the applicable contract. The amount of variable consideration may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Given the early stage of the Company’s commercial operations it has provided constraint of its variable consideration due to its potential consumption trends. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Liabilities for co-pay assistance, expected product returns, rebates, and distributor fees are classified as “Other accrued liabilities” in the balance sheets. Discounts, such as prompt pay discounts, and chargebacks are recorded as a reduction to trade accounts receivable in the balance sheets. Forms of Variable Consideration Rebates and Chargebacks: The Company estimates reductions to product sales for Public Health Service Institutions, such as Medicaid, Medicare and Veterans' Administration ("VA") programs, as well as certain other qualifying federal and state government programs, and other group purchasing organizations. The Company estimates these reductions based upon the Company's contracts with government agencies and other organizations, statutorily defined discounts and estimated payor mix. These organizations purchase directly from the Company's wholesalers at a discount and the wholesalers charge the Company back the difference between the wholesaler price and the discounted price. The Company's liability for Medicare and Medicaid rebates consists of estimates for claims that a state will make for a current quarter. The Company's reserve for this discounted pricing is based on expected sales to qualified healthcare providers and the chargebacks that customers have already claimed. Co-pay assistance: Eligible patients who have commercial insurance may receive assistance from the Company to reduce the patient's out of pocket costs. The Company will buy down the difference between the amount of the eligible patient's co-pay when the drug is purchased at the pharmacy at a determined price. Liabilities for co-pay assistance are calculated by actual program participation from third-party administrators. Distribution Fees: The Company has written contracts with its customers that include terms for distribution fees and costs for inventory management. The Company estimates and records distribution fees due to its customers based on gross sales. Product Returns: The Company generally offers a right of return based on the product’s expiration date and certain spoilage and damaged instances. The Company estimates the amount of product sales that may be returned and records the estimate as a reduction of product sales in the period the related product sales is recognized. The Company’s estimates for expected returns are based primarily on an ongoing analysis of sales information and visibility into the inventory remaining in the distribution channel. Discounts: The Company provides product discounts, such as prompt pay discounts, to its customers. The Company estimates cash discounts based on terms in negotiated contracts and the Company’s expectations regarding future payment patterns. |
Cost of Goods Sold | Cost of Goods SoldCost of goods sold is related to the Company's net product sales of NEXLETOL and NEXLIZET and the cost of the API and tablets supplied to collaboration partners under supply agreements. Cost of goods sold includes the actual product costs, including inbound freight charges and certain outbound freight charges, purchasing, sourcing, inspection and receiving costs. |
Research and Development | Research and Development Research and development expenses consist of costs incurred to further the Company’s research and development activities and include salaries and related benefits, costs associated with clinical activities, nonclinical activities, regulatory activities, manufacturing activities to support clinical activities and commercial product manufacturing supply prior to the Company's regulatory approval, research-related overhead expenses, in-licensing agreements and fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company. Research and development costs are expensed as incurred. In accordance with ASC 730, Research and Development , costs incurred in obtaining in-licenses are charged to research and development expense if the in-licensed technology has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. |
Accrued Clinical Development Costs | Accrued Clinical Development Costs Outside research costs are a component of research and development expense. These expenses include fees paid to clinical research organizations and other service providers that conduct certain clinical and product development activities on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has incurred annual operating losses since inception. Accordingly, it is not more likely than not that the Company will realize a tax benefit from its deferred tax assets and as such, it has recorded a full valuation allowance. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation . Accordingly, compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value calculated using a Black-Scholes option-pricing model. If the instruments contain performance conditions, compensation expense is recognized only if achievement of the performance condition is probable. The Company accounts for forfeitures as they occur. Expense is recognized during the period the related services are rendered. |
Recent Adopted Pronouncements | Recent Adopted Pronouncements In August 2020, the FASB issued ASU 2020-06. This ASU simplifies the accounting for convertible instruments by removing the separation models for convertible debt with cash conversion features and convertible instruments with a beneficial conversion feature, which requires the fair value of the embedded conversion feature of convertible instruments be allocated to equity. Under ASU 2020-06, a convertible debt instrument with those features will generally be reported as a single liability at its amortized cost with no separate accounting for the embedded conversion features in equity. The adoption of this ASU resulted in the reclassification of the portion of the Company's convertible notes from equity to debt, which will also reduce reported interest expense and increase reported net income. ASU 2020-06 requires the application of the if-converted method when calculating diluted earnings per share, eliminating the Company’s ability to use the treasury stock method when certain conditions are met. The ASU is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company early adopted this standard as of January 1, 2021 which resulted in a net increase in the Convertible notes of approximately $92.0 million, an adjustment to accumulated deficit of approximately $1.5 million, and a reduction to additional paid-in capital of $93.5 million. The tax impact of the adoption was not material to the Company. |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net consist of the following: December 31, 2021 2020 (in thousands) Raw materials $ 31,850 $ 13,788 Work in process 663 2,028 Finished goods 1,881 320 $ 34,394 $ 16,136 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consist of the following: December 31, 2021 2020 (in thousands) Computer equipment $ 278 $ 278 Software 968 1,100 Furniture, fixtures and other 1,170 1,170 Leasehold improvements 299 299 Subtotal 2,715 2,847 Less accumulated depreciation and amortization 2,051 1,571 Property and equipment, net $ 664 $ 1,276 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consist of the following: December 31, 2021 2020 (in thousands) Accrued compensation $ 8,809 $ 15,161 Accrued variable consideration 16,192 5,025 Accrued professional fees 3,917 3,183 Accrued interest on convertible notes 1,325 1,369 Accrued other 167 52 Total other accrued liabilities $ 30,410 $ 24,790 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Company's Cash Equivalents and Investments | The following table summarizes the Company’s cash equivalents and investments: December 31, 2021 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (in thousands) Cash equivalents: Money market funds $ 188,734 $ — $ — $ 188,734 Certificates of deposit 400 — — 400 Short-term investments: U.S. treasury notes 50,472 — (31) 50,441 Total $ 239,606 $ — $ (31) $ 239,575 December 31, 2020 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value (in thousands) Cash equivalents: Money market funds $ 281,783 $ — $ — $ 281,783 Total $ 281,783 $ — $ — $ 281,783 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company's Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the Company’s financial assets that have been measured at fair value on a recurring basis: Description Total Level 1 Level 2 Level 3 December 31, 2021 Cash equivalents: Money market funds $ 188,734 $ 188,734 $ — $ — Certificates of deposit 400 400 — — Short term investments: U.S. treasury notes 50,441 50,441 — — Total assets at fair value $ 239,575 $ 239,575 $ — $ — December 31, 2020 Cash equivalents: Money market funds $ 281,743 $ 281,743 $ — $ — Total assets at fair value $ 281,743 $ 281,743 $ — $ — |
Liability Related to the Reve_2
Liability Related to the Revenue Interest Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Liability Related to the Revenue Interest Purchase Agreement | |
Summary of Revenue Interest Liability Activity | The following table summarizes the revenue interest liability activity during the years ended December 31, 2021 and 2020: (in thousands) Revenue interest liability at Revenue interest liability at December 31, 2019 $ 132,544 Oberland funding for regulatory approval of NEXLETOL 25,000 Interest expense recognized 19,560 Revenue interest payments (500) Revenue interest liability at December 31, 2020 $ 176,604 Oberland funding upon execution of Amendment No. 2, net of issuance costs ($83) 49,917 Interest expense recognized 33,907 Revenue interest payments (3,389) Revenue interest liability at December 31, 2021 $ 257,039 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Debt | The following table summarizes the outstanding principal and debt issuance cost balances at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Principal amount of convertible notes $ 265,000 $ 280,000 Unamortized debt discount and issuance costs (6,720) (100,633) Net carrying amount of the convertible notes $ 258,280 $ 179,367 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity Relating to the Company's Options to Purchase Common Stock | The following table summarizes the activity relating to the Company’s options to purchase common stock for the year ended December 31, 2021: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate Options Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 4,176,518 $ 40.24 5.28 $ 18,415 Granted 797,992 $ 27.10 Forfeited or cancelled (vested and unvested) (1,268,273) $ 49.33 Exercised (491,700) $ 7.65 Outstanding at December 31, 2021 3,214,537 $ 38.38 4.18 $ — Vested and expected to vest at December 31, 2021 3,214,537 $ 38.38 4.18 $ — Exercisable at December 31, 2021 2,580,045 $ 40.02 3.06 $ — The following table summarizes the activity relating to the Company’s performance-based stock options for the year ended December 31, 2021 Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate PBSOs Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2020 — $ — — $ — Granted 122,700 $ 8.94 Outstanding at December 31, 2021 122,700 $ 8.94 9.83 $ — Vested and expected to vest at December 31, 2021 122,700 $ 8.94 9.83 $ — |
Schedule of Weighted-Average Assumptions Used to Compute the Stock-Based Compensation Costs for the Stock Options Granted to Employees | The following table shows the weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees during each of the three years ending December 31, 2021, using the Black-Scholes option-pricing model: Year ended December 31, 2021 2020 2019 Risk-free interest rate 0.79 % 1.70 % 2.10 % Dividend yield — — — Weighted-average expected life of options (years) 6.24 6.25 6.25 Volatility 83 % 81 % 73 % |
Summary of Activity Relating to the Company's RSUs | The following table summarizes the activity relating to the Company’s RSUs for the year ended December 31, 2021: Number of Weighted-Average RSUs Fair Value Per Share Outstanding and unvested at December 31, 2020 401,234 $ 46.92 Granted 860,754 $ 25.76 Forfeited or expired (359,940) $ 35.55 Vested (203,344) $ 42.18 Outstanding and unvested at December 31, 2021 698,704 $ 28.09 |
Schedule of Nonvested Performance-based Units Activity | The following table summarizes the activity relating to the Company's PBRSUs for the year ended December 31, 2021: Numbers of Weighted-Average PBRSU's Fair Value Per Share Outstanding and unvested at December 31, 2020 — $ — Granted 658,850 $ 10.26 Forfeited (18,900) $ 22.52 Vested — $ — Outstanding and unvested at December 31, 2021 639,950 $ 9.90 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Maturities of Operating Lease Liabilities | The following table summarizes the Company's future maturities of operating lease liabilities as of December 31, 2021: (in thousands) 2022 $ 1,447 2023 513 2024 21 Total lease payments 1,981 Less imputed interest 65 Total $ 1,916 |
Schedule of Supplemental Balance Sheet Information Related to Leases | The following table summarizes supplemental balance sheet information related to leases as of December 31, 2021: Operating Leases (in thousands) Total right of use operating lease assets $ 1,898 Operating lease liabilities (short-term) $ 1,392 Operating lease liabilities (long-term) 524 Total lease obligations under operating leases $ 1,916 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the U.S. Statutory Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 2020 2019 Federal income tax (benefit) at statutory rate (21.0) % (21.0) % (21.0) % Change in state tax rate 0.9 % — % (0.2) % Permanent items 0.1 % 0.6 % (1.0) % R&D tax credits, net of reserves — % (16.3) % — % Other 0.4 % 0.8 % 0.7 % Change in valuation allowance 19.6 % 35.9 % 21.5 % Effective income tax rate 0.0 % 0.0 % 0.0 % |
Summary of Income Tax Contingencies | December 31, 2021 2020 (in thousands) Balance at January 1 $ 2,606 $ — Additions based on tax positions related to the current year — 502 Additions for tax positions of prior years — 2,104 Reductions for tax positions of prior year (507) — Balance at December 31 2,099 2,606 |
Schedule of Significant Components of the Company's Deferred Tax Assets | Significant components of the Company’s deferred tax assets are summarized in the table below: December 31, 2021 2020 (in thousands) Deferred tax assets: Federal and state operating loss carryforwards $ 219,237 $ 172,530 Equity compensation 22,735 21,454 R&D tax credits, net of reserves 18,887 23,452 Disallowed interest 16,146 5,307 Temporary differences 7,695 5,054 Total deferred tax assets 284,700 227,797 Deferred tax liabilities: Convertible debt — (24,795) Other (546) (159) Total deferred tax liabilities (546) (24,954) Valuation allowance (284,154) (202,843) Net deferred tax assets $ — $ — |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Shares Outstanding Excluded from Computation of Earnings Per Share | The shares outstanding at the end of the respective periods presented below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: December 31, December 31, December 31, Common shares under option 3,214,537 4,176,518 4,677,929 Unvested RSUs 698,704 401,234 245,966 Shares issuable related to the ESPP 23,448 16,828 — Unvested PBRSUs 639,950 — — Common shares under PBSOs 122,700 — — Shares issuable upon conversion of convertible notes 8,007,010 8,460,237 — Warrants for common stock 36,964,286 — — Total potential dilutive shares 49,670,635 13,054,817 4,923,895 |
Statements of Cash Flows (Table
Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash presented on the balance sheets to the same amounts presented on the statements of cash flows on December 31, 2021 and 2020 (in thousands). December 31, December 31, Cash and cash equivalents $ 208,892 $ 304,962 Restricted cash 50,000 — Total cash, cash equivalents and restricted cash shown on the statements of cash flows $ 258,892 $ 304,962 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) $ / shares in Units, $ in Millions | Dec. 02, 2021USD ($)$ / sharesshares | Oct. 22, 2021USD ($)$ / shares | Oct. 18, 2021 | Apr. 26, 2021USD ($) | May 31, 2021USD ($) | Dec. 31, 2021employee$ / shares | Dec. 31, 2020$ / shares |
Collaborations with Third Parties | |||||||
Reduction in workforce (percentage) | 40.00% | 40.00% | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Exercise price (in dollars per share) | $ 9 | ||||||
Proceeds from stock offering, net | $ | $ 208.7 | ||||||
Payments of stock issuance costs | $ | $ 16.3 | ||||||
Number of employees eliminated | employee | 170 | ||||||
Commitment Offering | |||||||
Collaborations with Third Parties | |||||||
Issued stock (in shares) | shares | 32,142,858 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||
Warrants issued (in shares) | shares | 32,142,858 | ||||||
Number of shares called by each warrant (in shares) | shares | 1 | ||||||
Exercise price (in dollars per share) | $ 9 | ||||||
Warrant term | 2 years | ||||||
Price per share (in dollars per share) | $ 7 | ||||||
Over Allotment Option | |||||||
Collaborations with Third Parties | |||||||
Issued stock (in shares) | shares | 4,821,428 | ||||||
Warrants exercisable into stock (in shares) | shares | 4,821,428 | ||||||
Option period | 30 days | ||||||
Commitment Offering And Note Warrant | |||||||
Collaborations with Third Parties | |||||||
Price per share (in dollars per share) | $ 6.51 | ||||||
Convertible Senior Notes Due 2025 | Convertible Debt | |||||||
Collaborations with Third Parties | |||||||
Aggregate principal amount | $ | $ 15 | ||||||
Floor price (in dollars per share) | $ 5.62 | ||||||
Trading day averaging period | 5 days | ||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | |||||||
Collaborations with Third Parties | |||||||
Upfront cash payment | $ | $ 30 | ||||||
Potential additional future payments | $ | $ 175 | ||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | Minimum | |||||||
Collaborations with Third Parties | |||||||
Percentage of royalties to be received on the net sales | 5.00% | ||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | Maximum | |||||||
Collaborations with Third Parties | |||||||
Percentage of royalties to be received on the net sales | 20.00% | ||||||
Oberland | Revenue Interest Purchase Agreement Amendment | |||||||
Collaborations with Third Parties | |||||||
Payment under the RIPA | $ | $ 50 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)segmentrevenue_sourcecustomer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Advertising expense | $ 13,700,000 | $ 19,300,000 | ||
Number of operating segments | segment | 1 | |||
Impairment losses | $ 0 | |||
Number revenue sources | revenue_source | 2 | |||
Total Revenues | $ 78,447,000 | 227,547,000 | $ 148,364,000 | |
Convertible notes, net of issuance costs | 258,280,000 | 179,367,000 | ||
Accumulated deficit | 1,106,377,000 | 838,817,000 | ||
Additional paid-in capital | (964,401,000) | $ (797,655,000) | ||
Restricted cash | $ 50,000,000 | |||
Trade Accounts Receivable | Customer Concentration Risk | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Number of major customers | customer | 9 | 8 | ||
Adoption of new accounting pronouncement | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Convertible notes, net of issuance costs | $ 92,000,000 | |||
Accumulated deficit | 1,500,000 | |||
Additional paid-in capital | $ 93,500,000 | |||
Product | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Total Revenues | $ 40,047,000 | $ 12,965,000 | $ 0 | |
Minimum | Property and equipment | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum | Property and equipment | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years |
Collaborations with Third Par_2
Collaborations with Third Parties (Details) - USD ($) $ in Thousands | Apr. 26, 2021 | Apr. 17, 2020 | Jan. 02, 2019 | May 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborations with Third Parties | ||||||||
Total Revenues | $ 78,447 | $ 227,547 | $ 148,364 | |||||
License for Intellectual Property | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 144,400 | |||||||
Ongoing Regulatory and Development Activities | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 1,600 | 4,000 | ||||||
Royalty Revenue From DSE | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 9,900 | 2,800 | ||||||
Collaboration Revenue | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 38,400 | 214,582 | 148,364 | |||||
Daiichi Sankyo Europe GmbH ("DSE") | NUSTENDI, MAA | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 150,000 | |||||||
Daiichi Sankyo Europe GmbH ("DSE") | Collaborative Arrangement | ||||||||
Collaborations with Third Parties | ||||||||
Upfront cash payment | $ 150,000 | |||||||
Cash payment to the Company | 150,000 | |||||||
Total Revenues | $ 148,400 | |||||||
Daiichi Sankyo Europe GmbH ("DSE") | Collaborative Arrangement | Minimum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 15.00% | |||||||
Daiichi Sankyo Europe GmbH ("DSE") | Collaborative Arrangement | Maximum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 25.00% | |||||||
Otsuka Pharmaceutical Co Ltd | Exclusive Developmental Activities | ||||||||
Collaborations with Third Parties | ||||||||
Upfront cash payment | $ 60,000 | $ 60,000 | ||||||
Potential additional future payments | 450,000 | |||||||
Otsuka Pharmaceutical Co Ltd | Exclusive Developmental Activities | Collaboration Revenue | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | $ 60,000 | |||||||
Otsuka Pharmaceutical Co Ltd | Exclusive Developmental Activities | Minimum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 15.00% | |||||||
Otsuka Pharmaceutical Co Ltd | Exclusive Developmental Activities | Maximum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 30.00% | |||||||
Milestone payment, first JNDA submissions | $ 20,000 | |||||||
Milestone payment, first NHI Price Listing for NEXLETOL in the Otsuka Territory | 70,000 | |||||||
Milestone payment, achievement of the primary MACE in the CLEAR Outcomes study and CV risk reduction rate on the U.S. label | 50,000 | |||||||
Milestone payments related to total net sales achievements | $ 310,000 | |||||||
Daiichi Sankyo Co. Ltd | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 28,500 | |||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | ||||||||
Collaborations with Third Parties | ||||||||
Upfront cash payment | $ 30,000 | |||||||
Total Revenues | 28,500 | |||||||
Potential additional future payments | $ 175,000 | |||||||
Consideration cash payment | 30,000 | |||||||
Additional one time payment | $ 175,000 | |||||||
Remaining upfront payment | 1,500 | |||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | Minimum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 5.00% | |||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement | Maximum | ||||||||
Collaborations with Third Parties | ||||||||
Percentage of royalties to be received on the net sales | 20.00% | |||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement, License To Intellectual Property | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | 28,000 | |||||||
Daiichi Sankyo Co. Ltd | Collaborative Arrangement, Ongoing Regulatory And Development Activities | ||||||||
Collaborations with Third Parties | ||||||||
Total Revenues | $ 500 | |||||||
Serometrix | Collaborative Arrangement | ||||||||
Collaborations with Third Parties | ||||||||
Upfront cash payment | $ 12,500 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31,850 | $ 13,788 |
Work in process | 663 | 2,028 |
Finished goods | 1,881 | 320 |
Total Inventory | $ 34,394 | $ 16,136 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Pending Litigation $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue Interest Purchase Agreement | |
Payment to plaintiff | $ 18,250 |
Loss related to litigation settlement | 13,250 |
Litigation settlement | 18,250 |
Insurance settlement recovery | $ 5,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | |||
Property and equipment, gross | $ 2,715 | $ 2,847 | |
Less accumulated depreciation and amortization | 2,051 | 1,571 | |
Property and equipment, net | 664 | 1,276 | |
Depreciation expense | 612 | 547 | $ 319 |
Computer equipment | |||
Property and Equipment | |||
Property and equipment, gross | 278 | 278 | |
Software | |||
Property and Equipment | |||
Property and equipment, gross | 968 | 1,100 | |
Furniture, fixtures and other | |||
Property and Equipment | |||
Property and equipment, gross | 1,170 | 1,170 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | $ 299 | $ 299 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 8,809 | $ 15,161 |
Accrued variable consideration | 16,192 | 5,025 |
Accrued professional fees | 3,917 | 3,183 |
Accrued interest on convertible notes | 1,325 | 1,369 |
Accrued other | 167 | 52 |
Total other accrued liabilities | $ 30,410 | $ 24,790 |
Investments - Summary of Cash E
Investments - Summary of Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments | ||
Amortized Cost | $ 239,606 | $ 281,783 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (31) | 0 |
Estimated Fair Value | 239,575 | 281,783 |
Cash Equivalents | Money market funds | ||
Investments | ||
Amortized Cost | 188,734 | 281,783 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 188,734 | $ 281,783 |
Cash Equivalents | Certificates of deposit | ||
Investments | ||
Amortized Cost | 400 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 400 | |
Short-term Investments | U.S. treasury notes | ||
Investments | ||
Amortized Cost | 50,472 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (31) | |
Estimated Fair Value | $ 50,441 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments | |||
Amortization (accretion) of premiums and discounts on investments less than in 2021 | $ 12,000 | $ (97,000) | $ (200,000) |
Unrealized gains (losses) | 3,975,000 | 515,000 | 4,056,000 |
Reclassification out of Accumulated Other Comprehensive Income | |||
Investments | |||
Unrealized gains (losses) | 0 | 0 | 0 |
Interest Income | |||
Investments | |||
Interest income on investments | 100,000 | 500,000 | 3,700,000 |
Other Nonoperating Income (Expense) | |||
Investments | |||
Amortization (accretion) of premiums and discounts on investments less than in 2021 | $ 100,000 | $ (100,000) | $ (300,000) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value measurements | ||
Short term investments: | $ 239,575,000 | $ 281,783,000 |
Transfer of assets between levels | 0 | 0 |
Transfer of liabilities between levels | 0 | 0 |
Recurring fair value measurement | ||
Fair value measurements | ||
Total assets at fair value | 239,575,000 | 281,743,000 |
Recurring fair value measurement | Money market funds | ||
Fair value measurements | ||
Cash equivalents: | 188,734,000 | 281,743,000 |
Recurring fair value measurement | Certificates of deposit | ||
Fair value measurements | ||
Cash equivalents: | 400,000 | |
Recurring fair value measurement | U.S. treasury notes | ||
Fair value measurements | ||
Short term investments: | 50,441,000 | |
Recurring fair value measurement | Level 1 | ||
Fair value measurements | ||
Total assets at fair value | 239,575,000 | 281,743,000 |
Recurring fair value measurement | Level 1 | Money market funds | ||
Fair value measurements | ||
Cash equivalents: | 188,734,000 | 281,743,000 |
Recurring fair value measurement | Level 1 | Certificates of deposit | ||
Fair value measurements | ||
Cash equivalents: | 400,000 | |
Recurring fair value measurement | Level 1 | U.S. treasury notes | ||
Fair value measurements | ||
Short term investments: | 50,441,000 | |
Recurring fair value measurement | Level 2 | ||
Fair value measurements | ||
Total assets at fair value | 0 | 0 |
Recurring fair value measurement | Level 2 | Money market funds | ||
Fair value measurements | ||
Cash equivalents: | 0 | 0 |
Recurring fair value measurement | Level 2 | Certificates of deposit | ||
Fair value measurements | ||
Cash equivalents: | 0 | |
Recurring fair value measurement | Level 2 | U.S. treasury notes | ||
Fair value measurements | ||
Short term investments: | 0 | |
Recurring fair value measurement | Level 3 | ||
Fair value measurements | ||
Total assets at fair value | 0 | 0 |
Recurring fair value measurement | Level 3 | Money market funds | ||
Fair value measurements | ||
Cash equivalents: | 0 | $ 0 |
Recurring fair value measurement | Level 3 | Certificates of deposit | ||
Fair value measurements | ||
Cash equivalents: | 0 | |
Recurring fair value measurement | Level 3 | U.S. treasury notes | ||
Fair value measurements | ||
Short term investments: | $ 0 |
Liability Related to the Reve_3
Liability Related to the Revenue Interest Purchase Agreement - Summary (Details) - USD ($) | May 16, 2021 | Apr. 26, 2021 | Jun. 26, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 |
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Restricted cash | $ 50,000,000 | ||||||||
Interest expense recognized | 46,353,000 | $ 22,670,000 | $ 8,120,000 | ||||||
Revenue Interest Purchase Agreement (RIPA) | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Revenue interest liability | 257,039,000 | 176,604,000 | 132,544,000 | ||||||
Revenue interest payments | 500,000 | ||||||||
Interest expense recognized | 33,900,000 | $ 19,600,000 | $ 8,100,000 | ||||||
Revenue Interest Purchase Agreement (RIPA) | Oberland | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Proceeds from revenue interest liability | $ 125,000,000 | ||||||||
Total amount of subsequent installment, subject to RIPA terms and conditions | 75,000,000 | ||||||||
Amount of subsequent installment, subject to regulatory approval | 25,000,000 | ||||||||
Amount of subsequent installment, subject to achievement of Sales Threshold | 50,000,000 | ||||||||
Milestone amount for worldwide sales to receive the Third Payment | $ 100,000,000 | ||||||||
Trailing number of months sales must be at or above milestone amount | 6 months | 6 months | |||||||
Payment under the RIPA | $ 50,000,000 | $ 25,000,000 | |||||||
Revenue interest rate which will take effect if annual net sales equals or exceeds the Sales Threshold by December 31, 2021 | 2.50% | ||||||||
Initial revenue interest rate | 7.50% | ||||||||
Minimum amount of annual net sales to qualify for reduced revenue interest rate by December 31, 2021 | $ 350,000,000 | ||||||||
Percentage of invested capital received by December 31, 2024, to qualify for second reduced revenue interest rate | 100.00% | ||||||||
Revenue interest rate if annual net sales equal or exceed the Sales Threshold and if the Purchasers receive 100% of their invested capital by December 31, 2024 | 0.40% | ||||||||
Percentage of revenue interests payment on which agreement terminates after third anniversary | 195.00% | ||||||||
Percentage of revenue interests payment on which agreement terminates, if prior to the anniversary of the closing date, if put option is exercised | 120.00% | ||||||||
Percentage of revenue interests payment on which agreement terminates, prior to the third anniversary of the closing date, if put option is exercised | 175.00% | ||||||||
Percentage of revenue interests payment on which agreement terminates, after the third anniversary of the closing date, if put option is exercised | 200.00% | ||||||||
Revenue interest payments | $ 600,000 | ||||||||
Percentage of revenues interests payment on which agreement terminates, after third anniversary | 225.00% | 195.00% | |||||||
Net sales threshold | $ 350,000,000 | ||||||||
Repayment amount expected to pay in next twelve months | $ 11,300,000 | ||||||||
Effective annual imputed interest rate (as a percent) | 16.60% | ||||||||
Percentage of increase in royalty rate upon drawdown of third payment | 33.33% | ||||||||
Revenue Interest Purchase Agreement (RIPA) | Oberland | Net Sales Less Than $250 Million | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Initial revenue interest rate | 10.00% | ||||||||
Minimum amount of annual net sales to qualify for reduced revenue interest rate by December 31, 2021 | $ 250,000,000 | ||||||||
Hypothetical sales generated | 100,000,000 | ||||||||
Hypothetical repayment obligation | $ 10,000,000 | ||||||||
Revenue Interest Purchase Agreement (RIPA) | Oberland | Net Sales Greater Than $250 Million But Less Than $350 Million | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Revenue interest rate which will take effect if annual net sales equals or exceeds the Sales Threshold by December 31, 2021 | 3.30% | ||||||||
Minimum amount of annual net sales to qualify for reduced revenue interest rate by December 31, 2021 | $ 250,000,000 | ||||||||
Hypothetical sales generated | 100,000,000 | ||||||||
Hypothetical repayment obligation | 3,300,000 | ||||||||
Revenue Interest Purchase Agreement (RIPA) | Oberland | Net Sales Greater Than $350 Million | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Minimum amount of annual net sales to qualify for reduced revenue interest rate by December 31, 2021 | 350,000,000 | ||||||||
Hypothetical sales generated | 100,000,000 | ||||||||
Hypothetical repayment obligation | 3,300,000 | ||||||||
Revenue Interest Purchase Agreement Amendment | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Loss on modification of debt | $ 100,000 | ||||||||
Revenue Interest Purchase Agreement Amendment | Oberland | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Payment under the RIPA | $ 50,000,000 | ||||||||
Revenue interest rate which will take effect if annual net sales equals or exceeds the Sales Threshold by December 31, 2021 | 3.33% | ||||||||
Initial revenue interest rate | 10.00% | ||||||||
Percentage of invested capital received by December 31, 2024, to qualify for second reduced revenue interest rate | 100.00% | ||||||||
Percentage of revenue interests payment on which agreement terminates, prior to the third anniversary of the closing date, if put option is exercised | 200.00% | ||||||||
Percentage of revenue interests payment on which agreement terminates, after the third anniversary of the closing date, if put option is exercised | 225.00% | ||||||||
Annual net sales threshold | $ 350,000,000 | ||||||||
Percentage of revenue interest payments received by December 31, 2024, to qualify for third payment applicable percentage | 100.00% | ||||||||
Percentage of cumulative purchaser payments | 100.00% | ||||||||
RIPA Amendment To The Security Agreement And Waiver | Oberland | |||||||||
Liability Related to the Revenue Interest Purchase Agreement | |||||||||
Specified net revenue | 15,000,000 | ||||||||
Deposit if threshold is not met | $ 50,000,000 | ||||||||
Restricted cash | $ 50,000,000 |
Liability Related to the Reve_4
Liability Related to the Revenue Interest Purchase Agreement - Summary of Interest Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability From Sale Of Future Revenues [Roll Forward] | |||
Revenue interest payments | $ (3,389) | $ (500) | $ 0 |
Revenue Interest Purchase Agreement (RIPA) | |||
Liability From Sale Of Future Revenues [Roll Forward] | |||
Revenue interest liability, beginning balance | 176,604 | 132,544 | |
Oberland funding | 49,917 | 25,000 | |
Interest expense recognized | 33,907 | 19,560 | |
Revenue interest payments | (3,389) | (500) | |
Revenue interest liability, ending balance | 257,039 | $ 176,604 | $ 132,544 |
Issuance costs | $ 83 |
Convertible Notes (Details)
Convertible Notes (Details) | Nov. 03, 2021shares | Oct. 22, 2021USD ($)$ / shares | Nov. 16, 2020USD ($)day$ / sharesshares | Nov. 30, 2020USD ($)day | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||
Payments for Derivative Instrument, Financing Activities | $ 46,000,000 | $ 0 | $ 46,004,000 | $ 0 | ||||
Payments for Repurchase of Common Stock | $ 55,000,000 | $ 0 | $ 55,000,000 | $ 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Additional paid-in capital | $ (964,401,000) | $ (797,655,000) | ||||||
Accumulated deficit | $ 1,106,377,000 | 838,817,000 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 9 | |||||||
Underlying common stock | shares | 1,994,198 | |||||||
Adoption of new accounting pronouncement | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional paid-in capital | $ 93,500,000 | |||||||
Accumulated deficit | 1,500,000 | |||||||
Capped Call | Common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 55.16 | |||||||
Class of warrant or right, premium percentage | 100.00% | |||||||
Convertible Senior Notes Due 2025 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 280,000,000 | $ 280,000,000 | ||||||
Debt instrument, stated interest rate | 4.00% | |||||||
Proceeds from debt, net of issuance costs | $ 271,100,000 | 271,100,000 | ||||||
Debt instrument, convertible, conversion ratio | 30.2151 | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 33.096 | |||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||
Debt issuance costs gross | $ 8,900,000 | |||||||
Debt instrument, term | 5 years | |||||||
Long-term debt | $ 177,600,000 | $ 258,280,000 | 179,367,000 | |||||
Debt instrument, convertible, carrying amount of equity component | $ 93,500,000 | |||||||
Debt interest expense | 12,400,000 | 3,100,000 | ||||||
Debt instrument, fair value disclosure | 140,300,000 | $ 283,400,000 | ||||||
Aggregate principal amount | $ 15,000,000 | |||||||
Floor price (in dollars per share) | $ / shares | $ 5.62 | |||||||
Trading day averaging period | 5 days | |||||||
Common stock exchanged (in shares) | shares | 1,094,848 | |||||||
Other income | $ 2,600,000 | |||||||
Convertible Senior Notes Due 2025 | Convertible Debt | Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||||||
Number of business days | day | 5 | |||||||
Number of consecutive trading days | day | 5 | |||||||
Debt instrument, convertible, threshold percentage of last reported sale price | 98.00% | |||||||
Convertible Senior Notes Due 2025 | Convertible Debt | Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||||||
Debt instrument, convertible, threshold trading days | day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||||||
Debt instrument, redemption price, percentage | 100.00% | |||||||
Debt instrument, required amount outstanding | $ 125,000,000 | |||||||
Convertible Senior Notes Due 2025 | Convertible Debt | Long-term Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs gross | 5,800,000 | |||||||
Convertible Senior Notes Due 2025 | Convertible Debt | Additional Paid-In Capital | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs gross | $ 3,100,000 |
Convertible Notes - Summary of
Convertible Notes - Summary of Convertible Debt (Details) - Convertible Debt - Convertible Senior Notes Due 2025 - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Debt Instrument [Line Items] | |||
Principal amount of convertible notes | $ 265,000 | $ 280,000 | |
Unamortized debt discount and issuance costs | (6,720) | (100,633) | |
Net carrying amount of the convertible notes | $ 258,280 | $ 179,367 | $ 177,600 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 02, 2021 | Aug. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from stock offering, net | $ 208.7 | |||
Payments of stock issuance costs | $ 16.3 | |||
Warrants outstanding (in shares) | 36,964,286 | 36,964,286 | ||
Exercise price (in dollars per share) | $ 9 | $ 9 | ||
Adjustment to additional-paid-in-capital for warrants issued | $ 61.9 | |||
At The Market Program | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate offering price shares | $ 250 | |||
Issued stock (in shares) | 897,364 | |||
Proceeds from stock offering, net | $ 9.7 | |||
Payments of stock issuance costs | $ 0.5 |
Stock Compensation - Employee S
Stock Compensation - Employee Stock Purchase Plan (Details) - Employee Stock - USD ($) | May 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock compensation | |||
Maximum employee subscription rate | 10.00% | ||
Maximum employee subscription amount | $ 25,000 | ||
Purchase discount of employee stock | 15.00% | ||
Stock plan offering period | 6 months | ||
Stock-based compensation expense | $ 700,000 | $ 500,000 | |
Shares issued (in shares) | 133,214 | ||
Shares reserved for future issuance (in shares) | 691,786 |
Stock Compensation - Summary of
Stock Compensation - Summary of Plans (Details) - shares | 1 Months Ended | 12 Months Ended | ||||
May 31, 2015 | Apr. 30, 2008 | Dec. 31, 2021 | Nov. 30, 2019 | May 31, 2017 | Apr. 30, 2015 | |
2017 Inducement Equity Plan | ||||||
Stock compensation | ||||||
Number of commons stock shares available for issuance (in shares) | 400,000 | 750,000 | ||||
2013 Stock Option and Incentive Plan | ||||||
Stock compensation | ||||||
Number of commons stock shares available for issuance (in shares) | 2,975,000 | 2,051,378 | ||||
Increase in number of commons stock shares available for issuance (in shares) | 923,622 | |||||
Increase in common stock shares reserved and available for issuance, as a percentage of common stock shares outstanding | 2.50% | |||||
2008 Incentive Stock Option and Restricted Stock Plan | ||||||
Stock compensation | ||||||
Grant period of stock awards | 10 years | |||||
Purchase price expressed as a percentage of fair value of shares on the date of grant | 100.00% | |||||
Vesting percentage on the first anniversary of the option grant | 25.00% | |||||
Period for which remainder of grant amount will vest on the first day of each calendar quarter | 3 years | |||||
Expiration period | 10 years | |||||
Period from cessation of employment within which options expire if not exercised | 90 days |
Stock Compensation - Options (D
Stock Compensation - Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Outstanding at the beginning of period (in shares) | 4,176,518 | ||
Granted (in shares) | 797,992 | ||
Forfeited or expired (in shares) | (1,268,273) | ||
Exercised (in shares) | (491,700) | ||
Outstanding at the end of the period (in shares) | 3,214,537 | 4,176,518 | |
Weighted-Average Exercise Price Per Share | |||
Outstanding at the beginning of period (in dollars per share) | $ 40.24 | ||
Granted (in dollars per share) | 27.10 | ||
Forfeited or expired (in dollars per share) | 49.33 | ||
Exercised (in dollars per share) | 7.65 | ||
Outstanding at the end of the period (in dollars per share) | $ 38.38 | $ 40.24 | |
Weighted-Average Remaining Contractual Term (Years) | |||
Outstanding | 4 years 2 months 4 days | 5 years 3 months 10 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | $ 18,415 | |
Information about the stock option plan | |||
Number of Options, exercisable (in shares) | 2,580,045 | ||
Weighted-Average Exercise Price Per Share, exercisable (in dollars per share) | $ 40.02 | ||
Weighted-Average Remaining Contractual Term, exercisable | 3 years 21 days | ||
Aggregate Intrinsic Value, exercisable | $ 0 | ||
Total intrinsic value of stock options exercised | $ 4,700 | $ 6,300 | $ 17,700 |
Stock Compensation - Valuation
Stock Compensation - Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.79% | 1.70% | 2.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average expected life of options (years) | 6 years 2 months 26 days | 6 years 3 months | 6 years 3 months |
Volatility | 83.00% | 81.00% | 73.00% |
Stock Compensation - Additional
Stock Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock compensation | |||
Weighted-average grant-date fair value (in dollars per share) | $ 19.19 | $ 43.22 | $ 31.18 |
Unrecognized stock-based compensation expense, options | $ 11.8 | ||
Stock Options | |||
Stock compensation | |||
Stock-based compensation expense | 14.6 | $ 20.9 | $ 23.5 |
Stock-based compensation expense capitalized into inventory | $ 1.5 | 0.6 | |
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 7 months 6 days | ||
RSUs | |||
Stock compensation | |||
Stock-based compensation expense | $ 8.1 | 7 | $ 2.4 |
Stock-based compensation expense capitalized into inventory | $ 0.7 | $ 0.2 | |
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 9 months 18 days | ||
Unrecognized stock-based compensation expense | $ 16.6 | ||
PBSOs | |||
Stock compensation | |||
Weighted-average grant-date fair value (in dollars per share) | $ 6.04 | ||
Stock-based compensation expense | $ 0.1 | ||
Unrecognized stock-based compensation expense, options | $ 0.7 | ||
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 1 year 10 months 24 days |
Stock Compensation - RSUs (Deta
Stock Compensation - RSUs (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of RSUs | |
Outstanding and unvested at the beginning of period (in shares) | shares | 401,234 |
Granted (in shares) | shares | 860,754 |
Forfeited or expired (in shares) | shares | (359,940) |
Vested (in shares) | shares | (203,344) |
Outstanding and unvested at the ending of period (in shares) | shares | 698,704 |
Weighted-Average Fair Value Per Share | |
Outstanding and unvested at the beginning of period (in dollars per share) | $ / shares | $ 46.92 |
Granted (in dollars per share) | $ / shares | 25.76 |
Forfeited or expired (in dollars per share) | $ / shares | 35.55 |
Vested (in dollars per share) | $ / shares | 42.18 |
Outstanding and unvested at the at the end of the period (in dollars per share) | $ / shares | $ 28.09 |
Stock Compensation - PBRSU's (D
Stock Compensation - PBRSU's (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted-Average Fair Value Per Share | |||
Weighted-average grant-date fair value (in dollars per share) | $ 19.19 | $ 43.22 | $ 31.18 |
Performance Shares | |||
Number of PBRSUs | |||
Outstanding and unvested at the beginning of period (in shares) | 0 | ||
Granted (in shares) | 658,850 | ||
Forfeited or expired (in shares) | (18,900) | ||
Vested (in shares) | 0 | ||
Outstanding and unvested at the ending of period (in shares) | 639,950 | 0 | |
Weighted-Average Fair Value Per Share | |||
Outstanding and unvested at the beginning of period (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 10.26 | ||
Forfeited or expired (in dollars per share) | 22.52 | ||
Vested (in dollars per share) | 0 | ||
Outstanding and unvested at the at the end of the period (in dollars per share) | $ 9.90 | $ 0 | |
Stock-based compensation expense | $ 0.8 | ||
Unrecognized stock-based compensation expense | $ 5.6 | ||
Weighted-average period over which remaining unrecognized compensation cost will be recognized | 2 years 3 months 18 days |
Stock Compensation - PBSOs (Det
Stock Compensation - PBSOs (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding at the beginning of period (in shares) | 4,176,518 | |
Granted (in shares) | 797,992 | |
Outstanding at the end of the period (in shares) | 3,214,537 | 4,176,518 |
Weighted-Average Exercise Price Per Share | ||
Outstanding at the beginning of period (in dollars per share) | $ 40.24 | |
Granted (in dollars per share) | 27.10 | |
Outstanding at the end of the period (in dollars per share) | $ 38.38 | $ 40.24 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 4 years 2 months 4 days | 5 years 3 months 10 days |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | $ 18,415 |
PBSOs | ||
Number of Options | ||
Outstanding at the beginning of period (in shares) | 0 | |
Granted (in shares) | 122,700 | |
Outstanding at the end of the period (in shares) | 122,700 | 0 |
Weighted-Average Exercise Price Per Share | ||
Outstanding at the beginning of period (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 8.94 | |
Outstanding at the end of the period (in dollars per share) | $ 8.94 | $ 0 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 9 years 9 months 29 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Contributions to the 401(k) Plan | $ 2.2 | $ 2.7 | $ 0.7 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Cash paid for the amounts included in the measurement of lease liabilities | $ 2,400,000 | $ 2,200,000 | $ 300,000 |
Operating lease costs | $ 2,400,000 | $ 2,200,000 | $ 300,000 |
Weighted-average remaining lease term of operating leases | 1 year 4 months 24 days | 2 years 3 months 18 days | |
Weighted average discount rate | 4.70% | 3.50% | |
Right of use assets obtained in exchange for lease obligations | $ 0 | $ 0 | |
Principal Executive Office | |||
Leases | |||
Operating Lease term | 5 years | ||
Automobile leases and IT equipment leases | |||
Leases | |||
Operating Lease term | 3 years |
Leases - Future Maturities and
Leases - Future Maturities and Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 1,447 | |
2023 | 513 | |
2024 | 21 | |
Total lease payments | 1,981 | |
Less imputed interest | 65 | |
Total | 1,916 | |
Supplemental balance sheet information related to leases | ||
Right of use operating lease assets | 1,898 | $ 6,030 |
Operating lease liabilities (short-term) | 1,392 | 2,587 |
Operating lease liabilities (long-term) | 524 | $ 3,454 |
Total lease obligations under operating leases | $ 1,916 |
Income Taxes - Summary (Details
Income Taxes - Summary (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income taxes | |||
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Net deferred tax assets, before valuation allowance | 284,200,000 | 202,800,000 | 174,200,000 |
Unrecognized tax benefits | 2,099,000 | 2,606,000 | 0 |
Research Tax Credit Carryforward | |||
Provision for income taxes | |||
Tax credit carryforward | 21,000,000 | ||
Federal | |||
Provision for income taxes | |||
Net operating loss carryforwards | 894,300,000 | 700,700,000 | 618,100,000 |
Operating loss carryforwards, subject to expiration | 347,400,000 | ||
State | |||
Provision for income taxes | |||
Net operating loss carryforwards | $ 662,200,000 | $ 530,300,000 | $ 527,100,000 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the U.S. statutory income tax rate to the Company's effective tax rate | |||
Federal income tax (benefit) at statutory rate | (21.00%) | (21.00%) | (21.00%) |
Change in state tax rate | 0.90% | 0.00% | (0.20%) |
Permanent items | 0.10% | 0.60% | (1.00%) |
R&D tax credits, net of reserves | 0.00% | (16.30%) | 0.00% |
Other | 0.40% | 0.80% | 0.70% |
Change in valuation allowance | 19.60% | 35.90% | 21.50% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at January 1 | $ 2,606 | $ 0 |
Additions based on tax positions related to the current year | 0 | 502 |
Additions for tax positions of prior years | 0 | 2,104 |
Reductions for tax positions of prior year | (507) | 0 |
Balance at December 31 | $ 2,099 | $ 2,606 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal and state operating loss carryforwards | $ 219,237 | $ 172,530 |
Equity compensation | 22,735 | 21,454 |
R&D tax credits, net of reserves | 18,887 | 23,452 |
Disallowed interest | 16,146 | 5,307 |
Temporary differences | 7,695 | 5,054 |
Total deferred tax assets | 284,700 | 227,797 |
Deferred tax liabilities: | ||
Convertible debt | 0 | (24,795) |
Other | (546) | (159) |
Total deferred tax liabilities | (546) | (24,954) |
Valuation allowance | (284,154) | (202,843) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Common Share - Cal
Net Loss Per Common Share - Calculation of diluted net loss per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 49,670,635 | 13,054,817 | 4,923,895 |
Common shares under option | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 3,214,537 | 4,176,518 | 4,677,929 |
Unvested RSUs | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 698,704 | 401,234 | 245,966 |
Shares issuable related to the ESPP | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 23,448 | 16,828 | 0 |
Unvested PBRSUs | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 639,950 | 0 | 0 |
Common shares under PBSOs | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 122,700 | 0 | 0 |
Shares issuable upon conversion of convertible notes | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 8,007,010 | 8,460,237 | 0 |
Warrants for common stock | |||
Net Income (Loss) Per Common Share | |||
Total potential dilutive shares (in shares) | 36,964,286 | 0 | 0 |
Statements of Cash Flows (Detai
Statements of Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 208,892 | $ 304,962 | ||
Restricted cash | 50,000 | 0 | ||
Total cash, cash equivalents and restricted cash shown on the statements of cash flows | $ 258,892 | $ 304,962 | $ 167,058 | $ 36,973 |