Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 27, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | APELLIS PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001492422 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-38276 | |
Entity Tax Identification Number | 27-1537290 | |
Entity Address, Address Line One | 100 Fifth Avenue | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | (617) | |
Local Phone Number | 977-5700 | |
Entity Common Stock, Shares Outstanding | 75,603,991 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security 12b Title | Common Stock, $0.0001 par value per share | |
Trading Symbol | APLS | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 317,348 | $ 351,985 |
Marketable securities | 515,476 | |
Prepaid assets | 17,925 | 19,802 |
Restricted cash | 1,248 | |
Other current assets | 1,828 | 1,308 |
Total current assets | 853,825 | 373,095 |
Non-current Assets: | ||
Right-of-use assets | 12,959 | 14,110 |
Property and equipment, net | 2,416 | 1,655 |
Other assets | 906 | 385 |
Total assets | 870,106 | 389,245 |
Current liabilities: | ||
Accounts payable | 9,927 | 8,361 |
Accrued expenses | 45,399 | 54,783 |
Current portion of right of use liabilities | 2,664 | 2,609 |
Total current liabilities | 57,990 | 65,753 |
Long-term liabilities: | ||
Convertible senior notes | 348,842 | 142,567 |
Development derivative liability | 220,475 | 134,839 |
Operating lease liabilities | 10,735 | 11,857 |
Total liabilities | 638,042 | 355,016 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10.0 million shares authorized, and zero shares issued and outstanding at June 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.0001 par value; 200.0 million shares authorized at June 30, 2020 and December 31, 2019; 75.6 million shares issued and outstanding at June 30, 2020, and 63.9 million shares issued and outstanding at December 31, 2019 | 8 | 6 |
Additional paid-in capital | 1,100,639 | 615,850 |
Accumulated other comprehensive income/(loss) | 329 | (154) |
Accumulated deficit | (868,912) | (581,473) |
Total stockholders' equity | 232,064 | 34,229 |
Total liabilities and stockholders' equity | $ 870,106 | $ 389,245 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 75,600,000 | 63,900,000 |
Common stock, outstanding | 75,600,000 | 63,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 87,094 | $ 50,698 | $ 156,377 | $ 91,178 |
General and administrative | 28,414 | 12,778 | 57,918 | 20,949 |
Operating loss | (115,508) | (63,476) | (214,295) | (112,127) |
Loss on extinguishment of debt | (1,208) | |||
Gain/(loss) from remeasurement of development derivative liability | 2,770 | (9,104) | (65,636) | (9,840) |
Interest income | 1,025 | 1,421 | 3,300 | 2,288 |
Interest expense | (6,909) | (159) | (10,828) | (753) |
Other income/(expense), net | 5 | 228 | 20 | (25) |
Net loss | (118,617) | (71,090) | (287,439) | (121,665) |
Other comprehensive gain/(loss): | ||||
Unrealized gain on marketable securities | (842) | 552 | ||
Foreign currency gain/(loss) | 161 | (1) | (69) | 1 |
Total other comprehensive gain/(loss) | (681) | (1) | 483 | 1 |
Comprehensive loss, net of tax | $ (119,298) | $ (71,091) | $ (286,956) | $ (121,664) |
Net loss per common share, basic and diluted | $ (1.57) | $ (1.12) | $ (3.85) | $ (2.01) |
Weighted-average number of common shares used in net loss per common share, basic and diluted | 75,550 | 63,264 | 74,635 | 60,581 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ 160,972 | $ 5 | $ 437,856 | $ (123) | $ (276,766) |
Beginning balance, Shares at Dec. 31, 2018 | 56,279 | ||||
Issuance of common stock in follow-on offering, net of offering costs | 109,604 | $ 1 | 109,603 | ||
Issuance of common stock in follow-on offering, shares | 6,900 | ||||
Issuance of common stock upon exercise of stock options | 192 | 192 | |||
Issuance of common stock upon exercise of stock options, shares | 39 | ||||
Share-based compensation expense | 4,559 | 4,559 | |||
Net loss | (50,574) | (50,574) | |||
Foreign currency gain (loss) | 2 | 2 | |||
Ending balance at Mar. 31, 2019 | 224,755 | $ 6 | 552,210 | (121) | (327,340) |
Ending balance, Shares at Mar. 31, 2019 | 63,218 | ||||
Beginning balance at Dec. 31, 2018 | 160,972 | $ 5 | 437,856 | (123) | (276,766) |
Beginning balance, Shares at Dec. 31, 2018 | 56,279 | ||||
Net loss | (121,665) | ||||
Foreign currency gain (loss) | 1 | ||||
Ending balance at Jun. 30, 2019 | 159,086 | $ 6 | 557,632 | (122) | (398,430) |
Ending balance, Shares at Jun. 30, 2019 | 63,672 | ||||
Beginning balance at Mar. 31, 2019 | 224,755 | $ 6 | 552,210 | (121) | (327,340) |
Beginning balance, Shares at Mar. 31, 2019 | 63,218 | ||||
Deferred issuance costs | (23) | (23) | |||
Issuance of common stock upon exercise of stock options | 1,262 | 1,262 | |||
Issuance of common stock upon exercise of stock options, shares | 454 | ||||
Share-based compensation expense | 4,183 | 4,183 | |||
Net loss | (71,090) | (71,090) | |||
Foreign currency gain (loss) | (1) | (1) | |||
Ending balance at Jun. 30, 2019 | 159,086 | $ 6 | 557,632 | (122) | (398,430) |
Ending balance, Shares at Jun. 30, 2019 | 63,672 | ||||
Beginning balance at Dec. 31, 2019 | 34,229 | $ 6 | 615,850 | (154) | (581,473) |
Beginning balance, Shares at Dec. 31, 2019 | 63,938 | ||||
Issuance of common stock in follow-on offering, net of offering costs | 381,458 | $ 1 | 381,457 | ||
Issuance of common stock in follow-on offering, shares | 10,925 | ||||
Issuance of common stock upon exercise of stock options | 1,674 | 1,674 | |||
Issuance of common stock upon exercise of stock options, shares | 559 | ||||
Share-based compensation expense | 9,294 | 9,294 | |||
Unrealized gain (loss) on available-for-sale investments | 1,394 | 1,394 | |||
Net loss | (168,822) | (168,822) | |||
Foreign currency gain (loss) | (230) | (230) | |||
Ending balance at Mar. 31, 2020 | 258,997 | $ 7 | 1,008,275 | 1,010 | (750,295) |
Ending balance, Shares at Mar. 31, 2020 | 75,422 | ||||
Beginning balance at Dec. 31, 2019 | 34,229 | $ 6 | 615,850 | (154) | (581,473) |
Beginning balance, Shares at Dec. 31, 2019 | 63,938 | ||||
Unrealized gain (loss) on available-for-sale investments | 552 | ||||
Net loss | (287,439) | ||||
Foreign currency gain (loss) | (69) | ||||
Ending balance at Jun. 30, 2020 | 232,064 | $ 8 | 1,100,639 | 329 | (868,912) |
Ending balance, Shares at Jun. 30, 2020 | 75,590 | ||||
Beginning balance at Mar. 31, 2020 | 258,997 | $ 7 | 1,008,275 | 1,010 | (750,295) |
Beginning balance, Shares at Mar. 31, 2020 | 75,422 | ||||
Deferred issuance costs | (35) | (35) | |||
Issuance of common stock upon exercise of stock options | 1,355 | $ 1 | 1,354 | ||
Issuance of common stock upon exercise of stock options, shares | 148 | ||||
Share-based compensation expense | 11,489 | 11,489 | |||
Unrealized gain (loss) on available-for-sale investments | (842) | (842) | |||
Recognition of debt discount on convertible notes | 122,147 | 122,147 | |||
Purchase of capped call transactions and associated costs | (43,112) | (43,112) | |||
Issuance of common stock to employee stock purchase plan | 521 | 521 | |||
Issuance of common stock to employee stock purchase plan, shares | 20 | ||||
Net loss | (118,617) | (118,617) | |||
Foreign currency gain (loss) | 161 | 161 | |||
Ending balance at Jun. 30, 2020 | $ 232,064 | $ 8 | $ 1,100,639 | $ 329 | $ (868,912) |
Ending balance, Shares at Jun. 30, 2020 | 75,590 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net loss | $ (287,439) | $ (121,665) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 20,783 | 8,742 |
Loss on early extinguishment of debt | 1,208 | |
Loss from remeasurement of development derivative liability | 65,636 | 9,840 |
Amortization of right-of-use assets | 84 | 149 |
Depreciation expense | 180 | 87 |
Amortization of debt discounts | 38 | |
Amortization of term loan facility discounts | 104 | |
Amortization of discounts for convertible notes, net of financing costs | 5,548 | |
Changes in operating assets and liabilities: | ||
Prepaid assets | 1,877 | 10,357 |
Other current assets | (824) | (3,527) |
Other assets | (518) | (91) |
Accounts payable | 1,600 | 3,801 |
Accrued expenses | (9,570) | 15,399 |
Other liabilities | 91 | |
Net cash used in operating activities | (202,643) | (75,467) |
Investing Activities | ||
Purchase of property and equipment | (973) | (1,067) |
Purchase of available-for-sale securities | (567,188) | |
Proceeds from maturity of available-for-sale securities | 52,500 | |
Net cash used in investing activities | (515,661) | (1,067) |
Financing Activities | ||
Proceeds from issuance of common stock, net of issuance costs | 381,423 | 109,629 |
Proceeds from development derivative liability | 20,000 | 100,000 |
Payments for capped call transactions and associated costs | (43,112) | |
Proceeds from issuance of convertible notes, net of issuance costs | 323,074 | |
Proceeds from exercise of stock options | 3,029 | 1,454 |
Proceeds from issuance of common stock under employee share purchase plan | 521 | |
Repayment of term loan facility | (21,701) | |
Net cash provided by financing activities | 684,935 | 189,382 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (20) | 12 |
Net increase in cash, cash equivalents and restricted cash | (33,389) | 112,860 |
Cash, cash equivalents and restricted cash at beginning of period | 351,985 | 176,268 |
Cash, cash equivalents and restricted cash at end of period | 318,596 | 289,128 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 317,348 | 289,128 |
Restricted cash | 1,248 | |
Cash, cash equivalents and restricted cash at end of period | 318,596 | 289,128 |
Supplemental Disclosure of Financing Activities | ||
Cash paid for Interest | $ 3,829 | $ 728 |
Nature of Organization and Oper
Nature of Organization and Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Organization and Operations | 1. Nature of Organization and Operations Apellis Pharmaceuticals, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on the development of novel therapeutic compounds to treat disease through the inhibition of the complement system, which is an integral component of the immune system, at the level of C3, the central protein in the complement cascade. The Company was incorporated in September 2009 under the laws of the State of Delaware and has its principal office in Waltham, Massachusetts. The Company’s operations since inception have been limited to organizing and staffing the Company, acquiring rights to product candidates, business planning, raising capital and developing its product candidates. The Company is subject to risks common in the biotechnology industry including, but not limited to, raising additional capital, development by its competitors of new technological innovations, its ability to successfully complete preclinical and clinical development of product candidates and receive timely regulatory approval of products, market acceptance of the Company’s products, protection of proprietary technology, healthcare cost containment initiatives, and compliance with governmental regulations, including those of the U.S. Food and Drug Administration (“FDA”). Additionally, the Company is subject to risks arising from the Coronavirus Disease 2019 (COVID-19) pandemic, which could have adverse effects upon its business and operations, including on its ability to initiate, conduct and complete clinical trials. Convertible Notes Offering On May 12, 2020, the Company completed a private offering of $300.0 million aggregate principal amount of 3.5% convertible senior notes due 2026 (the “2020 Convertible Notes”). The aggregate purchase price of the 2020 Convertible Notes was $328.9 million, which amount includes accrued interest from March 15, 2020 to, but not including, May 12, 2020. The net proceeds from the sale of the 2020 Convertible Notes were approximately $322.9 million after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company. The Company used $43.1 million of the net proceeds from the offering to pay the cost of the capped call transactions described below. The 2020 Convertible Notes form a single series with, and have the same terms as, the Company’s $220.0 million aggregate principal amount of 3.500% convertible senior notes due 2026 issued on September 16, 2019, (the “2019 Convertible Notes”, and together with the 2020 Convertible Notes, the “Convertible Notes”), but have a different issue date, issue price, CUSIP number and different restrictions on transfer. The 2020 Convertible Notes were issued as additional notes under the indenture (the “Indenture”), dated as of September 16, 2019, by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), under which the 2019 Convertible Notes were issued. The 2020 Convertible Notes rank equal in right of payment to the 2019 Convertible Notes. The 2020 Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. The Convertible Notes will mature on September 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. See Note 5 – Long-term Debt for additional information . Capped Call Transactions On May 6, 2020, concurrently with the pricing of the 2020 Convertible Notes, the Company entered into capped call transactions with two counterparties. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2020 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2020 Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which is initially $39.4625 (the conversion price of the 2020 Convertible Notes) and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of such 2020 Convertible Notes. Follow-on Public Offerings On January 13, 2020, the Company issued and sold 10,925,000 shares of its common stock at a price per share to the public of $37.00 in a follow-on public offering including an additional 1,425,000 shares of its common stock that were sold at the follow-on public offering price of $37.00 per share pursuant to the underwriters’ in full exercise of their option to purchase additional shares of common stock. The Company received net proceeds of $381.5 million after deducting underwriting discounts and commissions of $22.2 million and offering costs of $0.5 million for these transactions. Liquidity and Financial Condition The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of July 30, 2020, the date of issuance of these unaudited condensed consolidated financial statements, the Company believes that its cash and cash equivalents of $317.3 million and marketable securities of $515.5 million as of June 30, 2020 will be sufficient to fund its operations and capital expenditure requirements for at least the next twelve months from the date of issuance of the unaudited interim consolidated financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. The Company is subject to risks common to other life science companies in the development stage including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing, and compliance with FDA and other government regulations. If the Company does not successfully commercialize any of its product candidates, it will be unable to generate recurring product revenue or achieve profitability. Management’s plans in order to meet its short-term and longer-term operating cash flow requirements include obtaining additional funding. There are uncertainties associated with the Company’s ability to (1) obtain additional debt or equity financing on terms that are favorable to the Company (2) enter into collaborative agreements with strategic partners to obtain funding, and (3) succeed in its future operations. If the Company is not able to obtain the required funding for its operations on a timely basis on terms that are favorable to the Company or at all, it could be forced to delay, reduce or eliminate its research and development programs or future commercialization efforts and its business could be materially harmed. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Apellis Australia Pty Ltd, Apellis Ireland Ltd, Apellis Switzerland GmbH and Apellis MA Securities Corp. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the “SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted and, accordingly, the balance sheet as of December 31, 2019 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 2 7 , 20 20 . Fair Value of Financial Instruments The Company is required to disclose information on the fair value of financial instruments and inputs that enable an assessment of the fair value. The three levels of the fair value hierarchy prioritize valuation inputs based upon the observable nature of those inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments, in addition to those presented in Note 5, Long-term Debt, Note 7, Marketable Securities, and Note 9, Fair Value Measurements, include cash and cash equivalents, the Australian research and development credit, accounts payable and accrued liabilities. Management believes that the carrying amounts of certain cash and cash equivalents, the Australian research and development credit, accounts payable and accrued expenses approximate the fair value due to the short-term nature of those instruments. Cash and Cash Equivalents Cash and cash equivalents are defined as cash in banks and investment instruments having maturities of three months or less from their acquisition date. The carrying amounts reported in the consolidated balance sheets for certain cash and cash equivalents are valued at cost, which approximates their fair value. See Note 9, Fair Value Measurements, for additional information. Restricted Cash The Company is contingently liable under unused letters of credit with a bank, related to the Company’s customs import bond and facility lease agreements of $1.2 million as of June 30, 2020. The Company records as restricted cash the collateral used to secure these letters of credit. The Company did not have restricted cash as of December 31, 2019. Foreign Currency The financial position and results of operations of the Company's Australian, Swiss and Irish subsidiaries are measured using the foreign subsidiary's local currency. Revenues and expenses of the subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the respective periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity . |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Text Block [Abstract] | |
Accrued Expenses | 3. Accrued Expenses Accrued expenses are as follows: June 30, December 31, 2020 2019 Accrued research and development $ 23,815 $ 36,449 Accrued payroll liabilities 11,598 11,443 Other 9,986 6,891 Total $ 45,399 $ 54,783 |
Development Derivative Liabilit
Development Derivative Liability | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development [Abstract] | |
Development Derivative Liability | 4. Development Derivative Liability On February 28, 2019, the Company entered into a development funding agreement, (the “SFJ Agreement”), with SFJ Pharmaceuticals Group or SFJ, under which SFJ agreed to provide funding to the Company to support the development of pegcetacoplan for the treatment of patients with PNH. Pursuant to the agreement, SFJ paid the Company $60.0 million following the signing of the agreement, and agreed to pay the Company up to an additional $60.0 million in the aggregate in three equal installments upon the achievement of specified development milestones with respect to the Company’s Phase 3 program for pegcetacoplan in PNH and subject to the Company having cash resources at the time sufficient to fund at least 10 months of the Company’s operations. On June 7, 2019, the Company and SFJ amended the development funding agreement, (the “SFJ Amendment”). Under the SFJ Amendment, SFJ agreed to make an additional $20.0 million funding payment to the Company to support the development of pegcetacoplan for the treatment of patients with PNH. This additional $20.0 million payment is in addition to and not part of the Additional SFJ Funding. In the six months ended June 30, 2020 and the year ended December 31,2019, the Company received $20.0 million and $100.0 million, respectively, from SFJ, as the Company met milestones as identified in the SFJ Agreement. Under the SFJ Agreement following regulatory approval by the FDA or EMA for the use of pegcetacoplan as a treatment for PNH the Company will be obligated to pay SFJ an initial payment of up to $5.0 million (or a total of $10.0 million if regulatory approval is granted by the FDA and the EMA) and then up to an additional $226.0 million in the aggregate (or up to $452.0 million if regulatory approval is granted by the FDA and the EMA) in six additional annual payments with the majority of the payments being made from the third anniversary to the sixth anniversary of regulatory approval. Such payments will be proportionately adjusted in the event that the actual funding from SFJ is greater than $120.0 million (including as a result of the payment of the Additional SFJ Funding but excluding the $20.0 million funding payment made under the SFJ Amendment). Additionally, the Company granted a security interest in all of its assets, excluding intellectual property and license agreements to which it is a party. In connection with the grant of the security interest, the Company agreed to certain affirmative and negative covenants, including restrictions on its ability to pay dividends, incur additional debt or enter into licensing transactions with respect to its intellectual property, other than specified types of licenses. The SFJ Agreement is presented as a derivative liability on the balance sheet and is considered a level three derivative, and as such is remeasured each quarter. During the three months ended June 30, 2019, the Company received $40.0 million under the SFJ Agreement. The change in fair value due to the remeasurement of the development derivative liability resulted in a $2.8 million gain and $9.1 million loss, for the three months ended June 30, 2020 and 2019, respectively, recorded on the condensed consolidated statement of operations. During the six months ended June 30, 2020 and 2019, the Company received $20.0 million and $100.0 million, respectively. The change in fair value of the development derivative liability included in the statement of operations for the six months ended June 30, 2020 and 2019 was a loss of $65.6 million and $9.8 million, respectively. The development derivative liability has a remeasured fair value of $220.5 million on the consolidated balance sheet at June 30,2020. The following table presents a rollforward of the development derivative liability: Six Months Ended June 30, 2020 2019 Balance at fair market value, January 1, $ 134,839 $ — Amounts received under the SFJ agreement and SFJ amendment 20,000 60,000 Loss recorded in loss from remeasurement of development derivative liability 68,406 736 Balance at fair market value, March 31, $ 223,245 $ 60,736 Amounts received under the SFJ agreement and SFJ amendment — 40,000 Gain/(loss) recorded in loss from remeasurement of development derivative liability (2,770 ) 9,104 Balance at fair market value, June 30, $ 220,475 $ 109,840 The derivative is valued using a scenario-based discounted cash flow method, whereby each scenario makes assumptions about the probability and timing of cash flows, and such cash flows are present valued using a risk-adjusted discount rate. The analysis is calibrated such that the value of the derivative as of the date of the SFJ Agreement was consistent with an arm’s-length transaction. Key inputs to the level 3 fair value model include (i) the probability and timing of achieving stated development milestones to receive the next tranche s of funding, (ii) the probability and timing of achieving FDA and EMA approval, (iii) SFJ’s cost of borrowing ( 8.0 %), and (iv) the Company’s cost of borrowing ( 15.08 %). SFJ’s implied cost of borrowing was 8.0% and the Company’s implied cost of borrowing was 15.08% as of the reporting date. These implied costs of borrowing were determined assuming the SFJ Agreement was initially executed with arm’s-length terms. If the SFJ Agreement was instead not determined to be an arm’s-length transaction, then implied discount rates could differ. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 5. Long-term Debt Convertible Senior Notes On September 16, 2019, the Company completed a private offering of the 2019 Convertible Notes with an aggregate principal amount of $220.0 million which were issued pursuant to the Indenture with U.S. Bank National Association, as trustee. The net proceeds from the sale of the 2019 Convertible Notes were approximately $212.9 million after deducting the initial purchasers’ discounts and commissions of $6.6 million and offering expenses of $0.5 million by the Company. The Company used $28.4 million of the net proceeds from the sale to pay the cost of the capped call transactions in September 2019 described below. On May 12, The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. The Convertible Notes will mature on September 15, 2026, unless converted earlier, redeemed or repurchased in accordance with their terms. The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 25.3405 shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $39.46 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments. In addition, following certain events that occur prior to the maturity date or if the Company deliver a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or a notice of redemption, as the case may be, in certain circumstances as provided in the indenture. Prior to March 15, 2026, the Convertible Notes are convertible only upon the occurrence of certain events. On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. Prior to September 20, 2023, the Company may not redeem the Convertible Notes. The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after September 20, 2023 if the last reported sale price 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 on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a “fundamental change,” as defined in the Indenture, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. T he Company used an effective interest rate of 10.5% to determine the liability component of the 2019 and 2020 Convertible Notes. This resulted in the recognition of $145.1 million and $204.5 million as the liability component of the 2019 and 2020 Convertible Notes, respectively and the recognition of the residual amount of $74.9 million and $95.5 million as the debt discount with a corresponding increase to additional paid in capital for the equity component of the 2019 and 2020 Convertible Notes, respectively . The 2020 Convertible Notes aggregate debt issuance costs of $ 6.0 million were allocated to the liability and equity components in the amounts of $ 3.7 and $ 2.3 million, respectively. The 2019 Convertible Notes a ggregate debt issuance costs of $ million w ere allocated to the liability and equity components in the amounts of $ million and $ million , respectively. Interest expense for the Convertible Notes was $ $6.9 million and $10.8 million and for the three and six months ended June 30, 2020, respectively. For the three months ended June 30, 2020, interest expense included the amortization of the discount on the Convertible Notes of $3.4 million, accrued semi-annual coupon payable of $3.4 million and amortization of debt issuance costs of $0.1 million. For the six months ended June 30, 2020 interest expense included the amortization of the discount on the Convertible Notes of $5.3 million, accrued semi-annual coupon payable of $5.3 million and amortization of debt issuance costs of $0.2 million. As of June 30, 2020, $8.1 million of debt issuance costs was recorded on the consolidated balance sheet as a reduction to the carrying amount of the Convertible Notes. The aggregate balance of the Convertible Notes, net of unamortized debt issuance costs, as of June 30, 2020 and December 31, 2019 was $348.8 million and $142.6 million respectively. Capped Call Transactions On September 11, 2019, and May 6, 2020 concurrently with the pricing of the 2019 Convertible Notes and the 2020 Convertible Notes, respectively, the Company entered into capped call transactions with two counterparties. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which is initially $39.4625 (the conversion price of the Convertible Notes) and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of such Convertible Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, which is initially $63.14 per share, Pursuant to ASC 815-40 Derivatives and Hedging Term Loan Facility On October 20, 2017, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) to provide for a $20.0 million term loan facility (the “term loan facility”). Borrowings under the term loan facility accrued interest at a floating rate per annum equal to the WSJ prime rate plus 1.50%. Under the agreement, the Company was required to make monthly interest-only payments through November 1, 2019 and was required to make 24 equal monthly payments of principal, plus accrued interest, from November 1, 2019 through October 1, 2021, when all unpaid principal and interest became due and payable. On March 26, 2019, the Company voluntarily repaid all outstanding amounts due and owed, including applicable termination fees, under the term loan facility. The final payment of $21.8 million totaled per diem interest of $0.1 million and $21.7 million for the outstanding balance of the term loan which included (i) a final payment equal to 8% of the original principal amount of the term loan of $1.6 million, and (ii) a prepayment fee contractually owed of $0.1 million plus other fees which resulted in a total loss on extinguishment of debt of $1.2 million. In connection with the Company’s entry into the term loan facility, the Company issued to SVB a warrant to purchase 14,064 shares of the Company’s common stock with an exercise price per share of $5.484. The warrant has a ten-year Promissory Note On October 19, 2017, the Company issued and sold an unsecured promissory note in the principal amount of $7.0 million to Golda Darty Partners S.A. (“GDP”). The promissory note accrued interest at a rate per annum of 8.0%, and was due and payable quarterly in arrears on the 19th day of each April, July, October and January. The promissory note had a maturity date of October 19, 2022 when the $ million would be due and payable in its entirety. The promissory note was contractually subordinated to the Company’s obligations to SFJ under the SFJ Agreement . On September 16, 2019, the Company voluntarily repaid all outstanding amounts due and owed under the promissory note, except for a small amount of interest subsequently repaid. The payment of $7.1 million totaled per diem interest of $0.1 million and $7.0 million for the outstanding principal balance of the promissory note. In connection with the issuance and sale of the above promissory note, the Company issued to GDP a warrant to purchase 93,764 shares of the Company’s common stock at a price per share of $5.484, which was exercised in whole in October 2017. The Company recorded the fair value of the warrant in the aggregate amount of $0.4 million as a discount to the promissory note. This amount was being accreted as additional interest expense over the term of the promissory note. Upon the repayment of the promissory note, the Company recorded a loss on extinguishment of debt of $0.3 million due to the remaining discount. The contractual maturities of the Company’s long-term debt obligations due subsequent to June 30, 2020 consist of the $348.8 million Convertible Senior Notes which mature in September 2026. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 6. Leases On January 1, 2019, the Company adopted ASU 2016-02 Leases (Topic 842) As a practical expedient permitted under Topic 842, the Company elected to account for the lease and non-lease components as a single lease component for all leases of which it is the lessee. Lease payments, which may include lease and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts that depend on a rate or index as stipulated in the lease contract. When the Company cannot readily determine the rate implicit in the lease, the Company determines its incremental borrowing rate by using the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The Company enters into lease agreements with terms generally ranging from 2-7 years. Some of the Company’s lease agreements include Company options to extend the lease on a month to month basis or for set periods for up to five years. options to terminate the leases within one year or per other contractual terms. As of June 30, 2020 and December 31, 2019, all leases were classified as operating lease assets and liabilities. Additional information related to the operating lease assets and liabilities is as follows: June 30, December 31, 2020 2019 Operating Lease Assets $ 12,959 $ 14,110 Operating Lease Liabilities $ 13,399 $ 14,466 Weighted Average Remaining Term in years 4.57 5.01 Weighted Average discount rate used to measure outstanding lease liabilities 8.30 % 8.19 % For the three months ended June 30, 2020 and 2019, the total lease cost for operating lease expense was $1.0 million and $0.5 million, respectively. For the six months ended June 30, 2020 and 2019, the total lease cost for operating lease expense was $2.0 million and $0.9 million. Supplemental cash flow information related to operating leases for the six months ended June 30 is as follows: 2020 2019 Operating cash flows for operating leases $ 2,056 $ 713 Operating lease assets obtained in exchange for lease obligations $ 334 $ 7,287 The maturities of the Company’s operating lease liabilities as of June 30, 2020 are as follows: 2020 $ 1,872 2021 3,519 2022 3,283 2023 3,288 2024 and thereafter 4,107 Total future minimum lease payments less 16,069 Imputed interest (2,670 ) Total operating lease liabilities $ 13,399 |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 7. Marketable Securities The amortized cost, gross unrealized holding losses and fair value of available-for-sale debt securities by type of security as of June 30, 2020 were as follows: As of June 30, 2020 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value U.S. Government-related obligations $ 514,924 $ 555 $ 3 $ 515,476 All available-for-sale securities mature in one year or less. The Company did not hold available-for-sale securities as of December 31, 2019. |
Other Comprehensive Income and
Other Comprehensive Income and Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Other Comprehensive Income and Accumulated Other Comprehensive Income | 8. Other Comprehensive Income and Accumulated Other Comprehensive Income The following tables summarize the changes in accumulated other comprehensive income/(loss), by component for the three and six months ended June 30, 2020 and 2019: Unrealized Gains (Losses) from Marketable Securities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2019 $ — $ (154 ) $ (154 ) Net other comprehensive income (loss) 1,394 (230 ) 1,164 Balances, March 31, 2020 $ 1,394 $ (384 ) $ 1,010 Net other comprehensive income (loss) (842 ) 161 (681 ) Balances, June 30, 2020 $ 552 $ (223 ) $ 329 Unrealized Gains (Losses) from Marketable Securities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2018 $ — $ (123 ) $ (123 ) Net other comprehensive income (loss) — 2 2 Balances, March 31, 2019 $ — $ (121 ) $ (121 ) Net other comprehensive income (loss) — (1 ) (1 ) Balances, June 30, 2019 $ — $ (122 ) $ (122 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9 . Fair Value Measurements The Company is required to disclose information on the fair value of financial instruments and inputs that enable an assessment of the fair value. The three levels of the fair value hierarchy prioritize valuation inputs based upon the observable nature of those inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The following table presents the fair value of financial instruments recorded originally at amortized cost or fair value and not remeasured on a recurring basis: June 30, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents: Money market funds $ 273,452 $ — $ — $ 273,452 Bank certificates of deposit 40,816 — — 40,816 Total Financial Assets $ 314,268 $ — $ — $ 314,268 Financial Liabilities: Convertible senior notes Convertible senior notes* $ — $ — $ 378,732 $ 378,732 Total Financial Liabilities $ — $ — $ 378,732 $ 378,732 December 31, 2019 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents Money market funds $ 281,314 $ — $ — $ 281,314 Total Financial Assets $ 281,314 $ — $ — $ 281,314 Financial Liabilities: Convertible senior notes Convertible senior notes* $ — $ — $ 149,496 $ 149,496 Total Financial Liabilities $ — $ — $ 149,496 $ 149,496 * The convertible notes were measured and recognized at fair value on the consolidated balance sheet at inception. The fair value of debt component of the Company's Convertible Notes was $378.7 million and $149.5 million, as of June 30, 2020 and December 31, 2019, respectively, based on the discounted cash flows for comparable straight debt instrument. The Convertible Notes accrue a semi-annual coupon at an annual rate of 3.5%, which was included in accrued expenses in the consolidated balance sheets at June 30, 2020 and December 31, 2019. The following table presents the fair value of financial instruments recorded at fair value at inception and remeasured on a recurring basis: June 30, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Marketable Securities: US government obligations $ 495,494 $ — $ — $ 495,494 US government agency 19,982 — — 19,982 Total Financial Assets $ 515,476 $ — $ — $ 515,476 Financial Liabilities: Development derivative liability Development derivative liability $ — $ — $ 220,475 $ 220,475 Total Financial Liabilities $ — $ — $ 220,475 $ 220,475 December 31, 2019 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Liabilities: Development derivative liability Development derivative liability $ — $ — $ 134,839 $ 134,839 Total Financial Liabilities $ — $ — $ 134,839 $ 134,839 The fair value of the SFJ Agreement is presented as a derivative liability based on level 3 inputs. The derivative is valued using a scenario-based discounted cash flow method, whereby each scenario makes assumptions about the probability and timing of cash flows, and such cash flows are present valued using a risk-adjusted discount rate. The analysis is calibrated such that the value of the derivative as of the date of the SFJ Agreement was consistent with an arm’s-length transaction. Key inputs to the level 3 fair value model include (i) the probability and timing of achieving stated development milestones to receive the next tranches of funding, (ii) the probability and timing of achieving FDA and EMA approval, (iii) SFJ’s cost of borrowing (8.0%), and (iv) the Company’s cost of borrowing (15.08%). SFJ’s implied cost of borrowing was 8.0% and the Company’s implied cost of borrowing was 15.08% as of the reporting date. These implied costs of borrowing were determined assuming the SFJ Agreement was initially executed with arm’s-length terms. If the SFJ Agreement was instead not determined to be an arm’s-length transaction, then implied discount rates could differ. |
Refundable Research and Develop
Refundable Research and Development Credit and Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Refundable Research And Development Credit And Income Taxes [Abstract] | |
Refundable Research And Development Credit And Income Taxes | 10. Refundable Research and Development Credit and Income Taxes The Company earns non-income related refundable Australian research and development credits that are settled and paid to the Company annually. The associated income from the credits are an offset to research and development expenses. The Company’s income tax provision is computed based on the federal statutory rate and the average state statutory rates, net of the related federal benefit. For the three and six months ended June 2020 and 2019, there were no current or deferred income tax expenses or benefits due to the Company’s net losses, research and development credits and increases in its deferred tax asset valuation allowance during those periods. The Company’s estimate of the realizability of the deferred tax asset is dependent on estimates of projected future levels of taxable income. In analyzing future taxable income levels, the Company considered all evidence currently available, both positive and negative. Based on this analysis, the Company has recorded a valuation allowance for all deferred tax assets as of June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company has entered into a leasing agreement for lab space in Watertown, Massachusetts with an estimated commencement date of August 6, 2020 (the “Lab Lease”). The Lab Lease has a term of 85 months and includes leasing 9,704 square feet of office space. The Lab Lease provides for initial monthly lease payments of $60 thousand per month. The base rent payable over the lease period is $5.4 million. The Company has entered into a new lease for its Switzerland office, with a commencement date of July 1, 2020 (the “Swiss Office Lease”). The Swiss Office Lease has a term of 60 months with and includes leasing 938 square meters of office space. The Swiss Office Lease provides for initial monthly lease payments of CHF 38 thousand per month. The base rent payable over the initial lease period is CHF million . The Company contracts to conduct research and development activities with third parties. Certain of these contracts commit the Company to pay future milestone payments up to $15.0 million or to pay royalty fees ranging from 3-6% if any of the research results in regulatory approval or commercial revenue for a product. The scope of the services under the research and development contracts can be modified and the contracts cancelled by the Company upon written notice. In some instances, the contracts may be cancelled by the third party upon written notice. If the Company were to cancel these contracts as of June 30, 2020, the Company would be required to pay certain termination costs and other fees of approximately $1.8 million that would be incurred in future periods. As of June 30, 2020, the Company has non-cancellable purchase commitments for 2020 with certain manufacturing vendors in the amount of approximately $14.1 million. Following regulatory approval by the FDA or EMA of pegcetacoplan for the treatment of PNH, the Company has certain payment and other obligations under the SFJ Agreement, which are discussed above in Note 4. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss per Share Since the Company was in a loss position for all periods presented, basic net loss per common share is the same as diluted net loss per common share for all periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Convertible notes and shares outstanding presented below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, as their effect is anti-dilutive: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Convertible notes 13,177 — 13,177 — Common stock options 11,832 9,095 11,832 9,095 Restricted stock units 349 349 — Common stock warrants — 14 — 14 Total 25,358 9,109 25,358 9,109 |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 13. Related Party Transaction Effective as of May 1, 2018, the Company entered into a subscription license agreement and a services agreement with Revon Systems, Inc. (“Revon”). Under the subscription license agreement, Revon granted the Company an exclusive license to use the Revon software platform and applications for any purpose with respect to the Company's programs in age-related macular degeneration, hemolytic diseases and complement-dependent nephropathies for an annual license fee of $0.2 million for a two year initial term and an option to obtain a perpetual, exclusive license thereafter for $0.4 million. Under the services agreement, Revon provided development services with respect to the Revon software to the Company for $0.3 million during the first year. Prior to the acquisition of Revon by an unrelated third party in July 2019, the Company paid the remainder of the annual license fee due for the second year, exercised the option for the perpetual license and discontinued the services agreement. Each of Cedric Francois, the Company’s chief executive officer, Pascal Deschatelets, the Company’s chief scientific officer, and Alec Machiels, a member of the board of directors, was an affiliate of Revon. The Board approved the Revon agreements after review by a subcommittee of the disinterested members of the Board and determination by the full Board that the terms of the Revon agreements were fair, reasonable and in the best interests of the Company. The exercise of the option for the perpetual license was approved in accordance with the Company’s related party transaction policy. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Apellis Australia Pty Ltd, Apellis Ireland Ltd, Apellis Switzerland GmbH and Apellis MA Securities Corp. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the “SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted and, accordingly, the balance sheet as of December 31, 2019 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the Company’s financial information. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any other future year. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 2 7 , 20 20 . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company is required to disclose information on the fair value of financial instruments and inputs that enable an assessment of the fair value. The three levels of the fair value hierarchy prioritize valuation inputs based upon the observable nature of those inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments, in addition to those presented in Note 5, Long-term Debt, Note 7, Marketable Securities, and Note 9, Fair Value Measurements, include cash and cash equivalents, the Australian research and development credit, accounts payable and accrued liabilities. Management believes that the carrying amounts of certain cash and cash equivalents, the Australian research and development credit, accounts payable and accrued expenses approximate the fair value due to the short-term nature of those instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are defined as cash in banks and investment instruments having maturities of three months or less from their acquisition date. The carrying amounts reported in the consolidated balance sheets for certain cash and cash equivalents are valued at cost, which approximates their fair value. See Note 9, Fair Value Measurements, for additional information. |
Restricted Cash | Restricted Cash The Company is contingently liable under unused letters of credit with a bank, related to the Company’s customs import bond and facility lease agreements of $1.2 million as of June 30, 2020. The Company records as restricted cash the collateral used to secure these letters of credit. The Company did not have restricted cash as of December 31, 2019. |
Foreign Currency | Foreign Currency The financial position and results of operations of the Company's Australian, Swiss and Irish subsidiaries are measured using the foreign subsidiary's local currency. Revenues and expenses of the subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the respective periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Text Block [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are as follows: June 30, December 31, 2020 2019 Accrued research and development $ 23,815 $ 36,449 Accrued payroll liabilities 11,598 11,443 Other 9,986 6,891 Total $ 45,399 $ 54,783 |
Development Derivative Liabil_2
Development Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development [Abstract] | |
Schedule of Development Derivative Liability | The following table presents a rollforward of the development derivative liability: Six Months Ended June 30, 2020 2019 Balance at fair market value, January 1, $ 134,839 $ — Amounts received under the SFJ agreement and SFJ amendment 20,000 60,000 Loss recorded in loss from remeasurement of development derivative liability 68,406 736 Balance at fair market value, March 31, $ 223,245 $ 60,736 Amounts received under the SFJ agreement and SFJ amendment — 40,000 Gain/(loss) recorded in loss from remeasurement of development derivative liability (2,770 ) 9,104 Balance at fair market value, June 30, $ 220,475 $ 109,840 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Additional Information Related to Operating Lease Assets and Liabilities | Additional information related to the operating lease assets and liabilities is as follows: June 30, December 31, 2020 2019 Operating Lease Assets $ 12,959 $ 14,110 Operating Lease Liabilities $ 13,399 $ 14,466 Weighted Average Remaining Term in years 4.57 5.01 Weighted Average discount rate used to measure outstanding lease liabilities 8.30 % 8.19 % |
Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases for the six months ended June 30 is as follows: 2020 2019 Operating cash flows for operating leases $ 2,056 $ 713 Operating lease assets obtained in exchange for lease obligations $ 334 $ 7,287 |
Maturities of Operating Lease Liabilities | The maturities of the Company’s operating lease liabilities as of June 30, 2020 are as follows: 2020 $ 1,872 2021 3,519 2022 3,283 2023 3,288 2024 and thereafter 4,107 Total future minimum lease payments less 16,069 Imputed interest (2,670 ) Total operating lease liabilities $ 13,399 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Amortized Cost, Gross Unrealized Holding Losses and Fair Value of Available-for-Sale Debt Securities by Type of Security | The amortized cost, gross unrealized holding losses and fair value of available-for-sale debt securities by type of security as of June 30, 2020 were as follows: As of June 30, 2020 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value U.S. Government-related obligations $ 514,924 $ 555 $ 3 $ 515,476 |
Other Comprehensive Income an_2
Other Comprehensive Income and Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income/(Loss), by Component | The following tables summarize the changes in accumulated other comprehensive income/(loss), by component for the three and six months ended June 30, 2020 and 2019: Unrealized Gains (Losses) from Marketable Securities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2019 $ — $ (154 ) $ (154 ) Net other comprehensive income (loss) 1,394 (230 ) 1,164 Balances, March 31, 2020 $ 1,394 $ (384 ) $ 1,010 Net other comprehensive income (loss) (842 ) 161 (681 ) Balances, June 30, 2020 $ 552 $ (223 ) $ 329 Unrealized Gains (Losses) from Marketable Securities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2018 $ — $ (123 ) $ (123 ) Net other comprehensive income (loss) — 2 2 Balances, March 31, 2019 $ — $ (121 ) $ (121 ) Net other comprehensive income (loss) — (1 ) (1 ) Balances, June 30, 2019 $ — $ (122 ) $ (122 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value, Nonrecurring [Member] | |
Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized | The following table presents the fair value of financial instruments recorded originally at amortized cost or fair value and not remeasured on a recurring basis: June 30, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents: Money market funds $ 273,452 $ — $ — $ 273,452 Bank certificates of deposit 40,816 — — 40,816 Total Financial Assets $ 314,268 $ — $ — $ 314,268 Financial Liabilities: Convertible senior notes Convertible senior notes* $ — $ — $ 378,732 $ 378,732 Total Financial Liabilities $ — $ — $ 378,732 $ 378,732 December 31, 2019 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Cash and cash equivalents Money market funds $ 281,314 $ — $ — $ 281,314 Total Financial Assets $ 281,314 $ — $ — $ 281,314 Financial Liabilities: Convertible senior notes Convertible senior notes* $ — $ — $ 149,496 $ 149,496 Total Financial Liabilities $ — $ — $ 149,496 $ 149,496 * The convertible notes were measured and recognized at fair value on the consolidated balance sheet at inception. |
Fair Value, Recurring [Member] | |
Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized | The following table presents the fair value of financial instruments recorded at fair value at inception and remeasured on a recurring basis: June 30, 2020 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Assets: Marketable Securities: US government obligations $ 495,494 $ — $ — $ 495,494 US government agency 19,982 — — 19,982 Total Financial Assets $ 515,476 $ — $ — $ 515,476 Financial Liabilities: Development derivative liability Development derivative liability $ — $ — $ 220,475 $ 220,475 Total Financial Liabilities $ — $ — $ 220,475 $ 220,475 December 31, 2019 Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total Financial Liabilities: Development derivative liability Development derivative liability $ — $ — $ 134,839 $ 134,839 Total Financial Liabilities $ — $ — $ 134,839 $ 134,839 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Shares Outstanding that were Excluded from Calculation of Diluted Net Loss Per Share | Convertible notes and shares outstanding presented below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, as their effect is anti-dilutive: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Convertible notes 13,177 — 13,177 — Common stock options 11,832 9,095 11,832 9,095 Restricted stock units 349 349 — Common stock warrants — 14 — 14 Total 25,358 9,109 25,358 9,109 |
Nature of Organization and Op_2
Nature of Organization and Operations - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 12, 2020USD ($) | Jan. 13, 2020USD ($)$ / sharesshares | Sep. 16, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | May 06, 2020CounterParty$ / shares | Dec. 31, 2019USD ($) | Sep. 11, 2019CounterParty$ / shares |
Nature Of Organization And Operations [Line Items] | ||||||||
Proceeds from follow-on public offering after deducting underwriting discounts and commissions | $ 381,423 | $ 109,629 | ||||||
Cash and cash equivalents | 317,348 | $ 289,128 | $ 351,985 | |||||
Marketable securities | $ 515,476 | |||||||
Capped Call Transactions [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Number of counterparties | CounterParty | 2 | 2 | ||||||
Initial conversion price | $ / shares | $ 39.4625 | $ 39.4625 | ||||||
Follow-on Public Offerings [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Issuance of common stock in follow-on offering, shares | shares | 10,925,000 | |||||||
Price of common stock | $ / shares | $ 37 | |||||||
Proceeds from follow-on public offering after deducting underwriting discounts and commissions | $ 381,500 | |||||||
Underwriting discounts and commissions | 22,200 | |||||||
Offering Cost | $ 500 | |||||||
Over Allotment Option [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Issuance of common stock in follow-on offering, shares | shares | 1,425,000 | |||||||
Price of common stock | $ / shares | $ 37 | |||||||
Convertible Senior Notes Due 2026 [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Debt instrument, stated percentage | 3.50% | |||||||
Debt instrument, due and payment description | The 2020 Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. | |||||||
Debt instrument, frequency of periodic payment | semiannually | |||||||
Maturity date | Sep. 15, 2026 | |||||||
Convertible Senior Notes Due 2026 [Member] | 2020 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Debt instrument, stated percentage | 3.50% | |||||||
Purchase price of convertible notes | $ 328,900 | |||||||
Net proceeds from the sale of the notes | 322,900 | |||||||
Payments of transactions cost | 43,100 | |||||||
Convertible Senior Notes Due 2026 [Member] | Private Offering [Member] | 2020 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Principal amount | 300,000 | |||||||
Convertible Senior Notes Due 2026 [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Principal amount | $ 348,800 | |||||||
Debt instrument, stated percentage | 3.50% | |||||||
Debt instrument, due and payment description | The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. | |||||||
Debt instrument, frequency of periodic payment | semiannually | |||||||
Maturity date | Sep. 15, 2026 | |||||||
Convertible Senior Notes Due 2026 [Member] | 2020 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Net proceeds from the sale of the notes | 322,900 | |||||||
Payments of transactions cost | 43,100 | |||||||
Convertible Senior Notes Due 2026 [Member] | 2019 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Debt instrument, stated percentage | 3.50% | |||||||
Net proceeds from the sale of the notes | $ 212,900 | |||||||
Payments of transactions cost | 28,400 | |||||||
Convertible Senior Notes Due 2026 [Member] | Private Offering [Member] | 2020 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Principal amount | $ 300,000 | |||||||
Convertible Senior Notes Due 2026 [Member] | Private Offering [Member] | 2019 Convertible Notes [Member] | ||||||||
Nature Of Organization And Operations [Line Items] | ||||||||
Principal amount | $ 220,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
Restricted cash | $ 1,248 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Accrued research and development | $ 23,815 | $ 36,449 |
Accrued payroll liabilities | 11,598 | 11,443 |
Other | 9,986 | 6,891 |
Total | $ 45,399 | $ 54,783 |
Development Derivative Liabil_3
Development Derivative Liability - Additional Information (Detail) | Feb. 28, 2019USD ($)Installment | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 07, 2019USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Minimum payment of additional funding amount | $ 20,000,000 | $ 40,000,000 | $ 60,000,000 | ||||||
Gain/(loss) from remeasurement of development derivative liability | $ 2,770,000 | (68,406,000) | (9,104,000) | (736,000) | $ (65,636,000) | $ (9,840,000) | |||
Development derivative liability | 220,475,000 | $ 223,245,000 | 109,840,000 | $ 60,736,000 | $ 220,475,000 | 109,840,000 | $ 134,839,000 | ||
Level 3 [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Implied cost of borrowing discount rates | 15.08% | ||||||||
SFJ Agreement [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Proceeds from SFJ agreement | $ 60,000,000 | $ 20,000,000 | 100,000,000 | $ 100,000,000 | |||||
Additional funding amount upon achievement of development milestones | $ 60,000,000 | ||||||||
Number of milestone payments | Installment | 3 | ||||||||
Development funding for minimum period of operating expense | 10 months | ||||||||
Increase in additional funding for development costs | $ 20,000,000 | ||||||||
Number of additional annual payments | Installment | 6 | ||||||||
Minimum payment of additional funding amount | $ 120,000,000 | ||||||||
Increase in additional funding amount under amendment | $ 20,000,000 | ||||||||
Gain/(loss) from remeasurement of development derivative liability | 2,800,000 | (9,100,000) | (65,600,000) | $ (9,800,000) | |||||
Proceeds from collaborators of milestones | $ 40,000,000 | ||||||||
Development derivative liability | $ 220,500,000 | $ 220,500,000 | |||||||
SFJ Agreement [Member] | Level 3 [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Implied cost of borrowing discount rates | 8.00% | ||||||||
SFJ Agreement [Member] | Maximum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Obligated to pay initial payment | 5,000,000 | ||||||||
Aggregate amount of additional annual payments | 226,000,000 | ||||||||
SFJ Agreement [Member] | Regulatory Approval Granted by FDA and EMA [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Obligated to pay initial payment | 10,000,000 | ||||||||
SFJ Agreement [Member] | Regulatory Approval Granted by FDA and EMA [Member] | Maximum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Aggregate amount of additional annual payments | $ 452,000,000 |
Development Derivative Liabil_4
Development Derivative Liability - Schedule of Development Derivative Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||
Balance at fair market value | $ 223,245 | $ 134,839 | $ 60,736 | $ 134,839 | ||
Amounts received under the SFJ agreement and SFJ amendment | 20,000 | 40,000 | $ 60,000 | |||
Gain/(loss) recorded in loss from remeasurement of development derivative liability | (2,770) | 68,406 | 9,104 | 736 | 65,636 | $ 9,840 |
Balance at fair market value | $ 220,475 | $ 223,245 | $ 109,840 | $ 60,736 | $ 220,475 | $ 109,840 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 12, 2020USD ($) | Sep. 16, 2019USD ($) | Mar. 26, 2019USD ($) | Oct. 20, 2017USD ($)Installment$ / sharesshares | Oct. 19, 2017USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)d$ / shares | Jun. 30, 2019USD ($) | May 06, 2020CounterParty$ / shares | Dec. 31, 2019USD ($) | Sep. 11, 2019USD ($)CounterParty$ / shares |
Debt Instrument [Line Items] | |||||||||||
Amortization of debt discounts | $ 38 | ||||||||||
Loss on extinguishment of debt | $ 1,208 | ||||||||||
Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 21,700 | ||||||||||
Final payment due amount | 21,800 | ||||||||||
Debt instrument per diem interest amount | $ 100 | ||||||||||
Final payment percentage equal to original principal amount | 8.00% | ||||||||||
Final payment towards original principal amount | $ 1,600 | ||||||||||
Prepayment fee | 100 | ||||||||||
Loss on extinguishment of debt | $ 1,200 | ||||||||||
Silicon Valley Bank [Member] | Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant to purchase common stock | shares | 14,064,000 | ||||||||||
Exercise price per share | $ / shares | $ 5.484 | ||||||||||
Warrant term | 10 years | ||||||||||
Aggregate purchase price | $ 250 | ||||||||||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, due and payment description | the Company was required to make monthly interest-only payments through November 1, 2019 and was required to make 24 equal monthly payments of principal, plus accrued interest, from November 1, 2019 through October 1, 2021, when all unpaid principal and interest became due and payable | ||||||||||
Term loan facility | $ 20,000 | ||||||||||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | Convertible Preferred Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, number of equal monthly installments | Installment | 24 | ||||||||||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest bear rate | 1.50% | ||||||||||
2019 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Premium paid for capped call transactions | $ 28,400 | ||||||||||
2020 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Premium paid for capped call transactions | 43,100 | ||||||||||
Capped Call Transactions [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of counterparties | CounterParty | 2 | 2 | |||||||||
Initial conversion price | $ / shares | $ 39.4625 | $ 39.4625 | |||||||||
Initial cap price | $ / shares | $ 63.14 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 348,800 | $ 348,800 | |||||||||
Debt instrument, stated percentage | 3.50% | ||||||||||
Debt instrument, due and payment description | The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.5% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2020. | ||||||||||
Debt instrument, frequency of periodic payment | semiannually | ||||||||||
Maturity date | Sep. 15, 2026 | ||||||||||
Redemption period, start date | Sep. 20, 2023 | ||||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||||
Threshold trading days | d | 20 | ||||||||||
Threshold consecutive trading days | d | 30 | ||||||||||
Redemption price, percentage | 100.00% | ||||||||||
Debt interest expense | 6,900 | $ 10,800 | |||||||||
Amortization of debt discounts | 3,400 | 5,300 | |||||||||
Accrued semi annual coupon payable | 3,400 | 5,300 | |||||||||
Amortization of debt issuance costs | 100 | 200 | |||||||||
Debt issuance costs gross | 8,100 | 8,100 | |||||||||
Long-term debt | $ 348,800 | $ 348,800 | $ 142,600 | ||||||||
Convertible Senior Notes Due 2026 [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Terms of conversion | The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 25.3405 shares per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $39.46 per share of common stock). | ||||||||||
Conversion ratio | 0.0253405 | ||||||||||
Conversion price | $ / shares | $ 39.46 | $ 39.46 | |||||||||
Convertible Senior Notes Due 2026 [Member] | 2019 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net proceeds from the sale of the notes | $ 212,900 | ||||||||||
Payment of convertible debt discounts and commissions | 6,600 | ||||||||||
Payment of convertible debt offering expenses | 500 | ||||||||||
Payments of transactions cost | $ 28,400 | ||||||||||
Debt instrument, stated percentage | 3.50% | ||||||||||
Debt instrument effective interest rate | 10.50% | ||||||||||
Debt instrument convertible carrying amount of liability component | $ 145,100 | ||||||||||
Debt discount | 74,900 | ||||||||||
Debt issuance costs | 7,100 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | 2019 Convertible Notes [Member] | Liability Component [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | 4,700 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | 2019 Convertible Notes [Member] | Equity Component [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 2,400 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | 2020 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net proceeds from the sale of the notes | $ 322,900 | ||||||||||
Payment of convertible debt discounts and commissions | 5,700 | ||||||||||
Payment of convertible debt offering expenses | 300 | ||||||||||
Payments of transactions cost | $ 43,100 | ||||||||||
Debt instrument effective interest rate | 10.50% | ||||||||||
Debt instrument convertible carrying amount of liability component | $ 204,500 | ||||||||||
Debt discount | 95,500 | ||||||||||
Debt issuance costs | 6,000 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | 2020 Convertible Notes [Member] | Liability Component [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | 3,700 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | 2020 Convertible Notes [Member] | Equity Component [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | 2,300 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | Private Offering [Member] | 2019 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 220,000 | ||||||||||
Convertible Senior Notes Due 2026 [Member] | Private Offering [Member] | 2020 Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 300,000 | ||||||||||
Unsecured Promissory Note [Member] | Golda Darty Partners S A [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | 7,000 | $ 7,000 | |||||||||
Debt instrument, due and payment description | The promissory note accrued interest at a rate per annum of 8.0%, and was due and payable quarterly in arrears on the 19th day of each April, July, October and January. | ||||||||||
Maturity date | Oct. 19, 2022 | ||||||||||
Long-term debt | $ 7,000 | ||||||||||
Debt instrument per diem interest amount | 100 | ||||||||||
Loss on extinguishment of debt | $ 300 | ||||||||||
Warrant to purchase common stock | shares | 93,764,000 | ||||||||||
Exercise price per share | $ / shares | $ 5.484 | ||||||||||
Accrued interest rate | 8.00% | ||||||||||
Repayment of related party due amount including diem interest | $ 7,100 | ||||||||||
Fair value of warrant | $ 400 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||||||
Operating lease asset | $ 12,959 | $ 12,959 | $ 14,110 | |||
Operating lease liability | 13,399 | $ 13,399 | $ 14,466 | |||
Operating lease description | The Company enters into lease agreements with terms generally ranging from 2-7 years. Some of the Company’s lease agreements include Company options to extend the lease on a month to month basis or for set periods for up to five years. Many leases also include options to terminate the leases within one year or per other contractual terms. Renewal and termination options were generally not included in the lease term for the Company’s existing operating leases. | |||||
Operating lease, existence of option to extend | true | |||||
Operating lease maximum term of options to terminate lease | 1 year | |||||
Operating lease expense | $ 1,000 | $ 500 | $ 2,000 | $ 900 | ||
Minimum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, term of contract | 2 years | 2 years | ||||
Maximum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, term of contract | 7 years | 7 years | ||||
Operating lease options to extend lease | 5 years | 5 years | ||||
ASU 2016-02 [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease asset | $ 5,500 | |||||
Operating lease liability | 5,500 | |||||
Additional operating lease asset | 9,800 | |||||
Additional operating lease liability | $ 9,800 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Operating Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Lease Assets | $ 12,959 | $ 14,110 |
Operating Lease Liabilities | $ 13,399 | $ 14,466 |
Weighted Average Remaining Term in years | 4 years 6 months 25 days | 5 years 3 days |
Weighted Average discount rate used to measure outstanding lease liabilities | 8.30% | 8.19% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 2,056 | $ 713 |
Operating lease assets obtained in exchange for lease obligations | $ 334 | $ 7,287 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 1,872 | |
2021 | 3,519 | |
2022 | 3,283 | |
2023 | 3,288 | |
2024 and thereafter | 4,107 | |
Total future minimum lease payments less | 16,069 | |
Imputed interest | (2,670) | |
Operating Lease Liabilities | $ 13,399 | $ 14,466 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Amortized Cost, Gross Unrealized Holding Losses and Fair Value of Available-for-Sale Debt Securities by Type of Security (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Available for sale securities: | ||
Fair Value | $ 0 | |
U.S. Government-Related Obligations [Member] | ||
Available for sale securities: | ||
Amortized Cost | $ 514,924,000 | |
Gross Unrealized Holding Gains | 555,000 | |
Gross Unrealized Holding Losses | 3,000 | |
Fair Value | $ 515,476,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | Dec. 31, 2019USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Available-for-sale securities | $ 0 |
Other Comprehensive Income an_3
Other Comprehensive Income and Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive Income/(Loss), by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | $ 258,997 | $ 34,229 | $ 224,755 | $ 160,972 |
Net other comprehensive income (loss) | (681) | 1,164 | (1) | 2 |
Ending balance | 232,064 | 258,997 | 159,086 | 224,755 |
Unrealized Gains (Losses) from Marketable Securities [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | 1,394 | |||
Net other comprehensive income (loss) | (842) | 1,394 | ||
Ending balance | 552 | 1,394 | ||
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (384) | (154) | (121) | (123) |
Net other comprehensive income (loss) | 161 | (230) | (1) | 2 |
Ending balance | (223) | (384) | (122) | (121) |
Total Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | 1,010 | (154) | (121) | (123) |
Ending balance | $ 329 | $ 1,010 | $ (122) | $ (121) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized (Detail) - Fair Value, Nonrecurring [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | $ 314,268 | $ 281,314 |
Total Financial Liabilities | 378,732 | 149,496 |
Money Market Funds [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 273,452 | 281,314 |
Bank Certificates of Deposit [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 40,816 | |
Convertible Senior Notes [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | 378,732 | 149,496 |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 314,268 | 281,314 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 273,452 | 281,314 |
Level 1 [Member] | Bank Certificates of Deposit [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 40,816 | |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | 378,732 | 149,496 |
Level 3 [Member] | Convertible Senior Notes [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | $ 378,732 | $ 149,496 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Level 3 [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Percentage of cost of borrowing | 15.08% | |
SFJ Agreement [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Percentage of cost of borrowing | 8.00% | |
Convertible Senior Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes | $ 378.7 | $ 149.5 |
Convertible notes, interest rate | 3.50% | 3.50% |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Financial Instruments and the Related Fair Value Hierarchy of the Valuation Techniques Utilized (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | $ 515,476 | |
Total Financial Liabilities | 220,475 | $ 134,839 |
Marketable Securities [Member] | US Government Agency [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 19,982 | |
Marketable Securities [Member] | US Government Obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 495,494 | |
Development Derivative Liability [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | 220,475 | 134,839 |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 515,476 | |
Level 1 [Member] | Marketable Securities [Member] | US Government Agency [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 19,982 | |
Level 1 [Member] | Marketable Securities [Member] | US Government Obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Assets | 495,494 | |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | 220,475 | 134,839 |
Level 3 [Member] | Development Derivative Liability [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total Financial Liabilities | $ 220,475 | $ 134,839 |
Refundable Research and Devel_2
Refundable Research and Development Credit and Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Expense Benefit Continuing Operations [Abstract] | ||||
Current income tax expense or benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Deferred income tax expense or benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - 6 months ended Jun. 30, 2020 SFr in Thousands | USD ($)ft² | CHF (SFr) | CHF (SFr)ft² |
Commitments And Contingencies [Line Items] | |||
Base rent payable | $ 16,069,000 | ||
Estimated termination costs and other fees | 1,800,000 | ||
Non-cancellable purchase commitments | $ 14,100,000 | ||
Minimum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, term of contract | 2 years | 2 years | |
Payment of royalty fees | 3.00% | 3.00% | |
Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, term of contract | 7 years | 7 years | |
Future milestone payments | $ 15,000,000 | ||
Payment of royalty fees | 6.00% | 6.00% | |
Watertown, Massachusetts [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, term of contract | 85 months | 85 months | |
Area of operating lease in Square feet/square meter | ft² | 9,704 | 9,704 | |
Initial monthly lease payments per month | $ 60,000 | ||
Base rent payable | $ 5,400,000 | ||
Lease commencement date | Aug. 6, 2020 | Aug. 6, 2020 | |
Switzerland [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, term of contract | 60 months | 60 months | |
Area of operating lease in Square feet/square meter | ft² | 938 | 938 | |
Initial monthly lease payments per month | SFr | SFr 38 | ||
Base rent payable | SFr | SFr 2,300 | ||
Lease commencement date | Jul. 1, 2020 | Jul. 1, 2020 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Shares Outstanding that were Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 25,358 | 9,109 | 25,358 | 9,109 |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 13,177 | 13,177 | ||
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,832 | 9,095 | 11,832 | 9,095 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 349 | 349 | ||
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 14 | 14 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Detail) - Revon [Member] - License Agreement and Services Agreement [Member] $ in Millions | May 01, 2018USD ($) |
Related Party Transaction [Line Items] | |
Annual license fee | $ 0.2 |
Related party transaction, initial term | 2 years |
Exclusive license option, thereafter | $ 0.4 |
Development service costs | $ 0.3 |