Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MYOK | |
Entity Registrant Name | MYOKARDIA, INC. | |
Entity Central Index Key | 0001552451 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 53,322,904 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37609 | |
Entity Tax Identification Number | 44-5500552 | |
Entity Address, Address Line One | 1000 Sierra Point Parkway | |
Entity Address, City or Town | Brisbane | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94005 | |
City Area Code | 650 | |
Local Phone Number | 741-0900 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 675,541 | $ 101,436 |
Short-term investments | 220,338 | 314,691 |
Consideration due from related party | 35,000 | |
Prepaid expenses and other current assets | 12,865 | 7,709 |
Total current assets | 943,744 | 423,836 |
Property and equipment, net | 19,982 | 15,743 |
Operating lease right-of-use assets | 50,433 | 417 |
Long-term investments | 14,153 | |
Related party warrant derivative asset | 18,765 | |
Restricted cash and other | 2,737 | 1,945 |
Total assets | 1,035,661 | 456,094 |
Current liabilities | ||
Accounts payable | 4,554 | 6,237 |
Accrued liabilities | 40,043 | 41,292 |
Operating lease liabilities - current | 7,891 | 383 |
Total current liabilities | 52,488 | 47,912 |
Operating lease liability | 43,717 | |
Related party liability | 93,765 | |
Other long-term liabilities | 713 | 1,908 |
Total liabilities | 190,683 | 49,820 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 150,000,000 shares authorized at September 30, 2020 and December 31, 2019; 53,308,689 and 46,379,073 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 5 |
Additional paid-in capital | 1,541,679 | 884,486 |
Accumulated other comprehensive income | 257 | 549 |
Accumulated deficit | (696,963) | (478,766) |
Total stockholders’ equity | 844,978 | 406,274 |
Total liabilities and stockholders’ equity | $ 1,035,661 | $ 456,094 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 53,308,689 | 46,379,073 |
Common stock, shares outstanding | 53,308,689 | 46,379,073 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 59,074 | $ 47,372 | $ 155,286 | $ 101,270 |
Selling, general and administrative | 26,329 | 17,746 | 66,482 | 45,153 |
Repurchase of royalty rights | 80,000 | 80,000 | ||
Total operating expenses | 85,403 | 145,118 | 221,768 | 226,423 |
Loss from operations | (85,403) | (145,118) | (221,768) | (226,423) |
Interest and other income, net | 668 | 3,332 | 3,592 | 8,775 |
Loss before income taxes | (84,735) | (141,786) | (218,176) | (217,648) |
Income tax expense (benefit) | 9 | 16 | 21 | (202) |
Net loss | (84,744) | (141,802) | (218,197) | (217,446) |
Other comprehensive (loss) income | (495) | (44) | (292) | 520 |
Comprehensive loss | $ (85,239) | $ (141,846) | $ (218,489) | $ (216,926) |
Net loss per share, basic and diluted | $ (1.60) | $ (3.07) | $ (4.38) | $ (4.91) |
Weighted average number of shares used to compute net loss per share, basic and diluted | 53,101,453 | 46,133,068 | 49,860,879 | 44,255,657 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income/ (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ 370,567 | $ 4 | $ 573,183 | $ (67) | $ (202,553) |
Beginning balance, shares at Dec. 31, 2018 | 40,288,949 | ||||
Issuance of common stock in connection with the follow-on offering, net of issuance costs | 271,213 | $ 1 | 271,212 | ||
Issuance of common stock in connection with the follow-on offering, net of issuance costs, shares | 5,663,750 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 280 | 280 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 49,076 | ||||
Vesting of early exercised stock options | 8 | 8 | |||
Stock-based compensation | 6,981 | 6,981 | |||
Unrealized gains (loss), net of tax expense (benefit) | 363 | 363 | |||
Net loss | (37,470) | (37,470) | |||
Adjustment for issuance costs | $ 17,638 | ||||
Ending balance at Mar. 31, 2019 | 611,942 | $ 5 | 851,664 | 296 | (240,023) |
Ending balance, shares at Mar. 31, 2019 | 46,001,775 | ||||
Beginning balance at Dec. 31, 2018 | 370,567 | $ 4 | 573,183 | (67) | (202,553) |
Beginning balance, shares at Dec. 31, 2018 | 40,288,949 | ||||
Net loss | (217,446) | ||||
Ending balance at Sep. 30, 2019 | 452,353 | $ 5 | 871,894 | 453 | (419,999) |
Ending balance, shares at Sep. 30, 2019 | 46,218,925 | ||||
Beginning balance at Mar. 31, 2019 | 611,942 | $ 5 | 851,664 | 296 | (240,023) |
Beginning balance, shares at Mar. 31, 2019 | 46,001,775 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 716 | 716 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 75,326 | ||||
Issuance of common stock pursuant to employee stock purchase plan | 855 | 855 | |||
Issuance of common stock pursuant to employee stock purchase plan, shares | 20,958 | ||||
Vesting of early exercised stock options | 7 | 7 | |||
Stock-based compensation | 8,638 | 8,638 | |||
Unrealized gains (loss), net of tax expense (benefit) | 201 | 201 | |||
Net loss | (38,174) | (38,174) | |||
Ending balance at Jun. 30, 2019 | 584,185 | $ 5 | 861,880 | 497 | (278,197) |
Ending balance, shares at Jun. 30, 2019 | 46,098,059 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 1,739 | 1,739 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 120,866 | ||||
Stock-based compensation | 8,275 | 8,275 | |||
Unrealized gains (loss), net of tax expense (benefit) | (44) | (44) | |||
Net loss | (141,802) | (141,802) | |||
Ending balance at Sep. 30, 2019 | 452,353 | $ 5 | 871,894 | 453 | (419,999) |
Ending balance, shares at Sep. 30, 2019 | 46,218,925 | ||||
Beginning balance at Dec. 31, 2019 | 406,274 | $ 5 | 884,486 | 549 | (478,766) |
Beginning balance, shares at Dec. 31, 2019 | 46,379,073 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 1,820 | 1,820 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 233,113 | ||||
Stock-based compensation | 10,752 | 10,752 | |||
Unrealized gains (loss), net of tax expense (benefit) | 122 | 122 | |||
Net loss | (69,868) | (69,868) | |||
Ending balance at Mar. 31, 2020 | 349,100 | $ 5 | 897,058 | 671 | (548,634) |
Ending balance, shares at Mar. 31, 2020 | 46,612,186 | ||||
Beginning balance at Dec. 31, 2019 | $ 406,274 | $ 5 | 884,486 | 549 | (478,766) |
Beginning balance, shares at Dec. 31, 2019 | 46,379,073 | ||||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 696,937 | ||||
Net loss | $ (218,197) | ||||
Ending balance at Sep. 30, 2020 | 844,978 | $ 5 | 1,541,679 | 257 | (696,963) |
Ending balance, shares at Sep. 30, 2020 | 53,308,689 | ||||
Beginning balance at Mar. 31, 2020 | 349,100 | $ 5 | 897,058 | 671 | (548,634) |
Beginning balance, shares at Mar. 31, 2020 | 46,612,186 | ||||
Issuance of common stock in connection with the follow-on offering, net of issuance costs | 605,028 | 605,028 | |||
Issuance of common stock in connection with the follow-on offering, net of issuance costs, shares | 6,037,500 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 5,910 | 5,910 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 290,977 | ||||
Issuance of common stock pursuant to employee stock purchase plan | 1,229 | 1,229 | |||
Issuance of common stock pursuant to employee stock purchase plan, shares | 24,370 | ||||
Stock-based compensation | 10,876 | 10,876 | |||
Unrealized gains (loss), net of tax expense (benefit) | 81 | 81 | |||
Net loss | (63,585) | (63,585) | |||
Adjustment for issuance costs | $ 28,909 | ||||
Ending balance at Jun. 30, 2020 | 908,639 | $ 5 | 1,520,101 | 752 | (612,219) |
Ending balance, shares at Jun. 30, 2020 | 52,965,033 | ||||
Issuance of common stock upon the exercise of options and release of stock awards | 10,195 | 10,195 | |||
Issuance of common stock upon the exercise of options and release of stock awards, shares | 343,656 | ||||
Stock-based compensation | 11,347 | 11,347 | |||
Unrealized gains (loss), net of tax expense (benefit) | (495) | (495) | |||
Net loss | (84,744) | (84,744) | |||
Adjustment for issuance costs | 36 | 36 | |||
Ending balance at Sep. 30, 2020 | $ 844,978 | $ 5 | $ 1,541,679 | $ 257 | $ (696,963) |
Ending balance, shares at Sep. 30, 2020 | 53,308,689 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | |
Issuance costs | $ 36 | ||
Common Stock | |||
Issuance costs | $ 28,909 | $ 17,638 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities: | ||
Net loss | $ (218,197) | $ (217,446) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 32,975 | 23,894 |
Depreciation | 2,459 | 1,441 |
Amortization of discount on investments | (469) | (1,034) |
Income tax benefit of unrealized gains on investments | (202) | |
Loss on disposal of equipment | 49 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (4,897) | (2,457) |
Operating lease right-of-use assets | 2,573 | 2,007 |
Other long-term assets | (370) | (169) |
Accounts payable | (1,321) | 3,589 |
Accrued liabilities | 7,517 | 14,702 |
Prepayment from collaboration partner | (12,973) | |
Operating lease liabilities | (1,364) | (2,171) |
Consideration received from related party | 40,000 | |
Other long-term liabilities | (1,195) | 1,907 |
Net cash used in operating activities | (142,240) | (188,912) |
Cash flow from investing activities: | ||
Purchases of investments | (128,892) | (145,792) |
Sales of investments | 4,000 | 4,000 |
Maturities of investments | 233,575 | 47,000 |
Purchases of property and equipment | (15,875) | (1,978) |
Net cash provided by (used in) investing activities | 92,808 | (96,770) |
Cash flow from financing activities: | ||
Proceeds from issuance of common stock in follow-on offerings, net of issuance costs | 605,064 | 271,224 |
Proceeds from exercise of stock options and employee stock purchase plan | 18,848 | 3,573 |
Net cash provided by financing activities | 623,912 | 274,797 |
Net increase in cash, cash equivalents and restricted cash | 574,480 | (10,885) |
Cash, cash equivalents and restricted cash, beginning of period | 103,630 | 248,265 |
Cash, cash equivalents and restricted cash, end of period | 678,110 | 237,380 |
Non-cash investing and financing activities: | ||
Unpaid portion of property and equipment purchases included in period-end accounts payable and accrued liabilities | 628 | 1,689 |
Vesting of early exercised options and restricted stock | 15 | |
Non-cash exercise of stock options | $ 306 | $ 17 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization MyoKardia, Inc. (the Company) is a clinical-stage biopharmaceutical company pioneering a precision medicine approach to discover, develop and commercialize targeted therapies for the treatment of serious cardiovascular diseases. The Company was incorporated in 2012 in Delaware and its corporate headquarters are in Brisbane, California. The Company’s initial focus is on the treatment of cardiomyopathies, a group of diseases of the heart muscle. The Company’s pipeline includes: mavacamten and MYK-224, which are being studied for the treatment of hypertrophic cardiomyopathy; LUS-1, being studied for the treatment of diseases of diastolic dysfunction; and danicamtiv (formerly MYK-491) and ACT-1, being studied for the treatment of diseases of systolic dysfunction. Liquidity The Company has incurred significant operating losses since inception and has an accumulated deficit of $697.0 million as of September 30, 2020. The Company has relied on its ability to fund its operations through private and public equity financings and to a lesser extent, through a license and collaboration arrangement with a collaboration partner, Sanofi S.A. (Sanofi) via its subsidiary, Aventis Inc. The collaboration agreement ended on December 31, 2018 and the Company had no revenues relating to its Sanofi collaboration after December 31, 2018, nor has it received reimbursements of research and development expenses after June 30, 2019. In May 2020, the Company completed a follow-on offering and received proceeds totaling approximately $605.0 million from the offering, net of underwriting discounts and commissions and offering expenses. The Company has not yet received regulatory approval to commercialize or sell any product and does not have customers. Management expects operating losses and negative operating cash flows to continue for the foreseeable future. The Company’s ultimate success depends on the outcome of its research and development activities and anticipates the need to raise additional capital to fully implement its business plan. The Company intends to raise such capital through the issuance of additional equity, debt and/or strategic alliances with partner companies. As of September 30, 2020, the Company had $895.9 million of cash, cash equivalents and investments, which management believes will be sufficient to meet the Company’s anticipated operating and capital expenditure requirements for the twelve months following the date of issuance of these financial statements. In addition, the Company is closely monitoring ongoing developments in connection with the COVID-19 pandemic, which may negatively impact its financial and operating results. The Company will continue to assess its operating expenses and cash and cash equivalents and, if circumstances warrant, the Company will make appropriate adjustments to its operating plan |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, include the Company’s accounts and those of its wholly owned subsidiaries MyoKardia Australia Pty Ltd and MyoKardia Europe B.V., and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated balance sheet at December 31, 2019, presented herein, has been derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year or any interim period and should be read in conjunction with the audited financial statements for the year ended December 31, 2019 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2019. The significant accounting policies used in preparation of these condensed consolidated financial statements for the periods shown are consistent with those discussed in notes to the consolidated financial statements in the Company’s 2019 Annual Report on Form 10-K and are updated below as necessary. The Company currently operates in one business segment, which is the identification, development and commercialization of therapies for the treatment of serious Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows Cash as reported in the consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents and restricted cash as presented on the consolidated balance sheets. Restricted cash at September 30, 2020 and December 31, 2019 represents cash balances held as security in connection with the Company’s facility lease agreements. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands) : September 30, 2020 December 31, 2019 Cash and cash equivalents $ 675,541 $ 101,436 Restricted cash included in prepaid expenses and other current assets 290 337 Restricted cash included in restricted cash and other 2,279 1,857 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 678,110 $ 103,630 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to clinical trials accrued liabilities, income tax valuation allowance, stock-based compensation and warrant valuation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements In November 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-18 (Topic 808), Clarifying the Interaction Between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13 (Topic 820), Fair Value Measurement In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments –Measurement of Credit Losses on Financial Instruments |
License and Collaboration Agree
License and Collaboration Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Collaboration And License Agreement Disclosure [Abstract] | |
License and Collaboration Agreements | 3. License and Collaboration Agreements LianBio Exclusive License Agreement with LianBio Licensing, LLC In August 2020, the Company entered into an agreement (the “LianBio Agreement”) with LianBio, a company incorporated in the Cayman Islands, and its wholly owned subsidiary, LianBio Licensing, LLC. Under the LianBio Agreement, the Company granted an exclusive, royalty-bearing right and license to develop, have manufactured, commercialize, use, offer for sale, sell, have sold, and import mavacamten in China and other territories in Asia (the “Territories”). LianBio will initially pursue a registration strategy for mavacamten in China for obstructive HCM, with plans for additional indications to follow. The agreement provides for the supply and shipment of mavacamten by the Company. Due to the nature of the laws and regulatory environment in China that will dictate how the companies will be able to operationalize the agreement, the nature of the relationship between the Company and LianBio cannot be determined until further commercial terms are negotiated. In connection with the LianBio Agreement, the Company’s Chief Executive Officer was appointed to LianBio’s Board of Directors. Under the LianBio Agreement, the Company received a payment of $40.0 million at closing, with an additional $35.0 million unconditionally due 45 days after the earlier of six months following the date of the LianBio Agreement or a specified financing event for LianBio. The specified financing event occurred on October 29, 2020. The Company also received a warrant to purchase 170,000 ordinary shares of Lian Cardiovascular, a wholly owned subsidiary of LianBio. The warrant is immediately exercisable at $275.00 per share, representing 17% of the ordinary shares of Lian Cardiovascular upon issuance. The warrant was recorded at a fair value of $18.7 million (see Note 4. Fair Value Measurements The Company assessed the LianBio Agreement and concluded that the LianBio Agreement is incomplete. The parties have yet to determine the supply and distribution terms in the Territories, including the clinical and commercial supply agreements, and therefore the Company has concluded that there are incomplete commercial terms, which if complete, would enable the Company to conclude on the applicable accounting treatment for the arrangement. The Company has deferred the consideration already received from and committed by LianBio until such time information is available that will enable the Company to apply the appropriate accounting framework. Due to the Company’s receipt of a warrant exercisable for 17% of the ordinary shares of Lian Cardiovascular, and the Company’s Chief Executive Officer’s position on the LianBio’s Board of Directors, the Company has concluded that LianBio is a related party. The Company recorded the total consideration of $93.7 million, consisting of the $40.0 million in cash, $35.0 million consideration due from related party and $18.7 million in fair value of the warrant, as a noncurrent related party liability, and recorded the $35.0 million consideration due from related party as a current asset due to its short-term nature. The related party warrant derivative asset was recorded as a non-current asset and changes to its fair value will be recorded in other income (expense) at each reporting period. Fulcrum Therapeutics, Inc. Multi-Target Collaboration and License Agreement with Fulcrum Therapeutics, Inc. In July 2020, the Company entered into a multi-target collaboration and license agreement with Fulcrum Therapeutics, Inc. (“Fulcrum”), to discover, develop and commercialize novel targeted therapies for the treatment of genetic cardiomyopathies (the “Fulcrum Agreement”). Under the Fulcrum Agreement, the Company paid Fulcrum a $10.0 million upfront payment and $2.5 million in prepaid research funding at the close of the transaction. Fulcrum is eligible to receive research, development and commercial milestone payments and additional research reimbursements of up to $302.5 million for a first product to progress through development and commercialization. If the Company chooses to develop and commercialize products directed to more targets under the collaboration, Fulcrum will be eligible for milestone payments of up to $150.0 million for a follow-on target and $298.5 million for an additional cardiomyopathy target. Fulcrum will also be eligible to receive tiered royalties ranging from the mid single digits to low double digits on net sales for any products under the collaboration that are commercialized. The $10.0 million in expense was recorded to research and development expense in the statement of operations when paid, due to its nonrefundable, noncreditable nature, and the Company amortizes the prepaid research funding as research and development expense as incurred by Fulcrum. Sanofi (Aventis Inc.) Agreement Overview, Termination and Repurchase of Royalty Rights Until December 31, 2018 the Company had an exclusive license and collaboration agreement (“Collaboration Agreement”) with Aventis Inc., a wholly owned subsidiary of Sanofi S.A. (Sanofi). On December 31, 2018, Sanofi notified the Company of its intent to terminate the collaboration, specifically, Sanofi elected not to continue with the mavacamten, MYK-224 and danicamtiv programs. As a result, cost sharing and Sanofi’s reimbursement of the Company’s research and development costs for mavacamten and MYK-224 ended in the first half of 2019. At that time Sanofi had continuing rights to royalties in the event of commercialization of the mavacamten and MYK-224 programs. In July 2019, the Company repurchased those rights from Sanofi for $80.0 million. Neither the Company nor Sanofi have any material continuing rights or obligations under the Collaboration Agreement. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, accounts receivable, warrant derivative, accounts payable and accrued liabilities. Cash and cash equivalents, restricted cash, marketable debt securities, and warrant derivative asset are reported at their respective fair values in our consolidated balance sheets. The carrying amount of remaining financial instruments approximate fair value due to their short-term nature. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs other than quoted market prices included in Level 1 are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Marketable securities and the warrant derivative asset are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the U.S. Treasury, governmental agencies, various major corporations and financial institutions with reputable credit and therefore bear minimal credit risk. The carrying amounts for financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and approximate fair value due to their short maturities. Debt Securities The Company assesses its available-for-sale debt securities under the available-for-sale debt security impairment model in ASC 326, Financial Instruments – Credit Losses, Accrued interest related to the Company's available-for-sale debt securities is presented within other current assets on the Company's condensed consolidated balance sheets. The Company has elected the practical expedient available to exclude accrued interest from both the fair value and the amortized cost basis of available-for-sale debt securities for the purposes of identifying and measuring any impairment. The Company writes off accrued interest once it has determined that the asset is not realizable. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not recorded any losses from accrued interest receivables associated with its marketable securities. The following table sets forth the Company’s marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at September 30, 2020 Total Level 1 Level 2 Level 3 Assets Money market funds $ 674,410 $ 674,410 $ — $ — U.S. government agency obligations 157,032 — 157,032 — Corporate securities 63,306 — 63,306 — Total $ 894,748 $ 674,410 $ 220,338 $ — Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets Money market funds $ 100,441 $ 100,441 $ — $ — U.S. government agency obligations 134,055 — 134,055 — Corporate securities 194,789 — 194,789 — Total $ 429,285 $ 100,441 $ 328,844 $ — The following table is a summary of amortized cost, unrealized gain and loss, and fair value of the Company’s marketable securities by contractual maturities (in thousands): Fair Value Measurements at September 30, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 674,410 $ — $ — $ 674,410 Short-term investments (due within one year) 220,076 262 — 220,338 Total $ 894,486 $ 262 $ — $ 894,748 Fair Value Measurements at December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 100,440 $ 1 $ — $ 100,441 Short-term investments (due within one year) 314,181 523 (13 ) 314,691 Long-term investments (due between one and two years) 14,110 47 (4 ) 14,153 Total $ 428,731 $ 571 $ (17 ) $ 429,285 As of September 30, 2020, the Company did not have any available-for-sale debt securities in a continuous unrealized position. The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months as of December 31, 2019 (in thousands): Less than 12 months 12 months or greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss December 31, 2019 Corporate bonds $ 34,265 $ (15 ) $ — $ — $ 34,265 $ (15 ) U.S. government agency obligations 34,989 (2 ) — — 34,989 (2 ) Total $ 69,254 $ (17 ) $ — $ — $ 69,254 $ (17 ) Warrant Derivative Asset Pursuant to the LianBio Agreement, on August 11, 2020, the Company received a warrant to purchase 170,000 ordinary shares of Lian Cardiovascular at an exercise price of $275.00 per share. The warrant represented 17% of the then-fully diluted equity of Lian Cardiovascular. The Company accounts for the warrant as a derivative instrument in accordance with ASC 815, Derivatives and Hedging The Company estimates the fair value of the warrant with a two-step process. On the date acquired, the fair value of the to t al stockholder’s equity of Lian Cardiovascular was estimated using a discount ed cash flow approach. The projected cash flows from Lian Cardiovascular are based on various assumptions, including projected revenues in the territories, the potential development and commercial tim eline, regulatory risks, and estimated costs to be incurred by Lian Cardiovascular for clinical trial s and selling and marketing expense . The cash flows are discounted at a rate commensurate with the level of risk associated with the projected cash flows. In the second step, the option pricing method is used to estimate the fair value of the warrant. The Company has determined that the warrant derivative asset should be classified within Level 3 of the fair-value hierarchy by evaluating each input for the two-step process against the fair-value hierarchy criteria and using the lowest level of input as the basis for the fair-value classification. The significant unobservable inputs used to value the warrant were as follows: Valuation Technique Significant Unobservable Inputs At Inception September 30, 2020 Option pricing method Volatility 73.0% 73.0% Expected term (in years) 10.0 9.9 Risk-free rate 0.59% 0.59% Dividend yield 0.0% 0.0% Significant changes in these unobservable inputs could result in a significantly lower or higher fair value measurement. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Lessee Disclosure [Abstract] | |
Leases | 5. Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease right-of-use (ROU) assets and liabilities are presented separately on its consolidated balance sheets. The Company does not have any material finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term beginning at the commencement date. As the Company’s leases do not provide enough information to determine an implicit interest rate, the Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The operating lease ROU assets also include any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. In September 2018, the Company entered into a lease agreement for approximately 129,800 square feet of office and laboratory space at 1000 Sierra Point Parkway, Brisbane, California, which is now the Company’s corporate headquarters. The Company performed an evaluation of the lease and determined it is an operating lease. The lease commencement date was in January 2020 and on the commencement date, the Company recognized a $52.6 million ROU asset and lease liability on its consolidated balance sheet in accordance with ASC 842. The lease grants the Company an option to extend the lease for an additional 10-year period. This optional period was not included in the measurement of the ROU asset or lease liability as it was not reasonably certain that the Company would exercise the option. The lease requires the Company to share in prorated operating expenses and property taxes based upon actual amounts incurred The lease provides for annual base rent of approximately $5.5 million in the first year of the lease term. The annual base rent for the second twelve months will be approximately $8.5 million, which will increase on an annual basis beginning from the 25th month to approximately $11.1 million for the tenth year of the lease. As of September 30, 2020, the Company has capitalized $10.4 million of leasehold improvements within property and equipment and amortizes the improvements over the lease term. Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate). September 30, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 50,433 $ 417 Liabilities Operating lease liabilities - current $ 7,891 $ 383 Operating lease liabilities - noncurrent 43,717 — $ 51,608 $ 383 Weighted average remaining lease term (years) 9.3 0.3 Weighted average discount rate 13.5 % 6.0 % Information related to operating lease activity during the three months ended September 30, 2020 and 2019 was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Operating lease cost $ 7,103 $ 2,163 Variable lease cost 1,235 — Total lease cost $ 8,338 $ 2,163 Operating lease right-of-use assets obtained in exchange for lease obligations $ 52,589 $ 1,095 Operating lease payments $ 5,888 $ 2,330 Future annual payments of operating lease liabilities as of September 30, 2020 are as follows (in thousands): Year ending December 31: Amount 2020 (three months remaining) $ 2,045 2021 8,449 2022 8,745 2023 9,051 2024 9,368 Thereafter 52,442 Total future lease payments 90,100 Less: imputed interest (38,492 ) Total operating lease liabilities $ 51,608 The operating leases require the Company to share in prorated operating expenses and property taxes based upon actual amounts incurred; those amounts are not fixed for future periods and, therefore, are not included in the future commitments listed above. In June 2020, the Company entered into a noncancellable operating sublease for approximately 34,500 square feet of space at 1200 Sierra Point Parkway, Brisbane, California (the “sublease”). The sublease will become effective upon Landlord’s consent. The date on which the Company will record the ROU asset and lease liability on its balance sheet (the “Commencement Date”) will be the date the premises are ready for occupancy, currently anticipated to be the first quarter of 2021 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 6. Balance Sheet Components Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. Property and equipment consist of the following (in thousands): September 30, 2020 December 31, 2019 Scientific equipment $ 13,645 $ 10,642 Furniture and equipment 3,127 2,572 Capitalized software 360 389 Leasehold improvements 11,925 509 Construction in progress 485 9,568 Total 29,542 23,680 Less: Accumulated depreciation (9,560 ) (7,937 ) Property and equipment, net $ 19,982 $ 15,743 Depreciation expense was $0.9 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively, and $2.5 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2020 December 31, 2019 Clinical research and development $ 5,386 $ 11,494 Outside services 9,987 6,592 Payroll related liabilities 15,935 11,724 Construction in progress 454 9,139 Other 8,281 2,343 Total accrued liabilities $ 40,043 $ 41,292 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Purchase Commitments The Company conducts product research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with universities, contract research organizations and clinical research sites. The Company has contractual arrangements with these organizations; however, these contracts are generally cancelable on 30 days’ notice and the obligations under these contracts are largely based on services performed. Contingencies From time to time, the Company may have contingent liabilities that arise in the ordinary course of business activities. The Company accrues for such liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no contingent liabilities requiring accrual or disclosure as of September 30, 2020 or December 31, 2019. Legal Proceedings Related to the Offer and the Merger As further described in Note 11, Subsequent Events, on October 3, 2020, the Company entered into an Bristol-Myers Squibb Company, a Delaware corporation (“Bristol-Myers Squibb”), and Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bristol-Myers Squibb (“Merger Sub”) On October 19, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the Northern District of California, entitled Wang v. MyoKardia, Inc. et al., 3:20-cv-07342, against the Company and each of its directors. On October 26, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the District of Delaware, entitled Adams v. MyoKardia, Inc. et al., 1:20-cv-01445-UNA, against the Company, each of its directors, Bristol Myers Squibb, and Merger Sub. On October 27, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the Eastern District of New York, entitled Gray v. MyoKardia, Inc. et al., 1:20-cv-05176, against the Company and each of its directors. On October 29, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the Southern District of New York, entitled Farina v. MyoKardia, Inc et al.,1:20-cv-09194, against the Company and each of its directors. Each complaint alleges that the defendants violated federal securities laws by misrepresenting and/or omitting material information in the Schedule 14D-9. The complaints seek, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger Agreement have already been consummated, (iii) damages and (iv) plaintiff’s attorneys’ and experts’ fees and expenses. The Company believes that the claims asserted in the complaints are without merit. Additional lawsuits may be filed. Guarantees and Indemnifications The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to certain of these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification arrangements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws and agreements providing for indemnification entered into with its officers and directors. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification of directors and officers is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with its exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity In May 2020, the Company completed a follow-on offering and issued 6,037,500 shares of common stock at a price of $105.00 per share, which included 787,500 shares sold directly to the underwriters upon exercise of their over-allotment option. The Company received proceeds totaling approximately $605.0 million from the offering, net of underwriting discounts and commissions and offering expenses. On January 3, 2020, the Company entered into a sales agreement with a sales agent to establish an at-the-market (ATM) offering program, under which the Company is permitted to offer and sell, from time to time, shares of common stock having a maximum aggregate offering price of up to $200.0 million. As of September 30, 2020, no securities have been issued pursuant to the ATM agreement. In March 2019, the Company completed a follow-on offering and issued 5,663,750 shares of common stock at a price of $51.00 per share, which included 738,750 shares sold directly to the underwriters upon exercise of their over-allotment option. During the nine months ended September 30, 2019, the Company received proceeds totaling approximately $271.2 million from the offering, net of underwriting discounts and commissions and offering expenses. Common Stock Reserved for Issuance The Company has reserved shares of common stock for issuance as follows: September 30, 2020 December 31, 2019 Options and awards issued and outstanding 5,656,261 5,315,254 Shares available for issuance under 2015 Stock Option and Incentive Plan 1,331,844 685,435 Shares available for issuance under 2015 Employee Stock Purchase Plan 1,579,961 1,140,541 Total 8,568,066 7,141,230 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company classifies stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss based on the department to which a recipient belongs. The following table sets forth stock-based compensation expense related to equity awards granted to employees and consultants for all periods presented (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Research and development $ 5,621 $ 3,644 $ 16,152 $ 10,402 Selling, general and administrative 5,726 4,631 16,823 13,492 Total $ 11,347 $ 8,275 $ 32,975 $ 23,894 The following summarizes option and other equity award activity under the 2012 Equity Incentive Plan and 2015 Stock Option and Incentive Plan: Shares Subject to Weighted Average Outstanding Options Exercise Price per Share Balance at December 31, 2019 4,574,158 $ 31.81 Options granted 1,064,174 $ 74.16 Options exercised (696,937 ) $ 25.72 Options canceled/forfeited (240,298 ) $ 45.70 Balance at September 30, 2020 4,701,097 $ 41.59 Shares Subject to Weighted Average Outstanding Awards Grant Date Fair Value Balance at December 31, 2019 741,096 $ 46.59 RSUs awarded 450,956 $ 74.00 RSUs released (170,809 ) $ 45.09 RSUs forfeited (66,079 ) $ 49.81 Balance at September 30, 2020 955,164 $ 59.58 Restricted stock units (“RSUs”) settle into shares of common stock upon vesting and the fair value is the market price on the date of grant. In relation to stock options and awards that vest upon the achievement of performance criteria, there was $0.3 million and zero in stock-based compensation expense recorded for the three months ended September 30, 2020 and 2019, respectively and $1.0 million and zero was recorded for the nine months ended September 30, 2020 and 2019, respectively . |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 10. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator Net loss $ (84,744 ) $ (141,802 ) $ (218,197 ) $ (217,446 ) Denominator Weighted average shares outstanding 53,101,453 46,133,068 49,860,879 44,258,437 Less: weighted average shares subject to repurchase — — — (2,780 ) Weighted average shares used to compute basic and diluted net loss per share 53,101,453 46,133,068 49,860,879 44,255,657 Net loss per share, basic and diluted $ (1.60 ) $ (3.07 ) $ (4.38 ) $ (4.91 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2020 2019 Common stock subject to repurchase — — Options and awards issued and outstanding 5,656,261 5,278,515 As of September 30, 2020, the Company has contributions from plan participants of $1.2 million under the 2015 ESPP, which if converted, would be equivalent to approximately 25,000 shares based on 85% of the stock price at the beginning of the offering period. As of September 30, 2019, the Company had contributions from plan participants of $0.8 million under the 2015 ESPP, which if converted, would have been equivalent to approximately 20,000 shares using the offering price at the beginning of the offering period. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On October 3, 2020, the Company entered into a Merger Agr Bristol-Myers Squibb and Merger Sub |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited, include the Company’s accounts and those of its wholly owned subsidiaries MyoKardia Australia Pty Ltd and MyoKardia Europe B.V., and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated balance sheet at December 31, 2019, presented herein, has been derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year or any interim period and should be read in conjunction with the audited financial statements for the year ended December 31, 2019 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2019. The significant accounting policies used in preparation of these condensed consolidated financial statements for the periods shown are consistent with those discussed in notes to the consolidated financial statements in the Company’s 2019 Annual Report on Form 10-K and are updated below as necessary. The Company currently operates in one business segment, which is the identification, development and commercialization of therapies for the treatment of serious |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows | Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows Cash as reported in the consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents and restricted cash as presented on the consolidated balance sheets. Restricted cash at September 30, 2020 and December 31, 2019 represents cash balances held as security in connection with the Company’s facility lease agreements. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands) : September 30, 2020 December 31, 2019 Cash and cash equivalents $ 675,541 $ 101,436 Restricted cash included in prepaid expenses and other current assets 290 337 Restricted cash included in restricted cash and other 2,279 1,857 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 678,110 $ 103,630 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to clinical trials accrued liabilities, income tax valuation allowance, stock-based compensation and warrant valuation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-18 (Topic 808), Clarifying the Interaction Between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13 (Topic 820), Fair Value Measurement In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments –Measurement of Credit Losses on Financial Instruments |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, marketable debt securities, accounts receivable, warrant derivative, accounts payable and accrued liabilities. Cash and cash equivalents, restricted cash, marketable debt securities, and warrant derivative asset are reported at their respective fair values in our consolidated balance sheets. The carrying amount of remaining financial instruments approximate fair value due to their short-term nature. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs other than quoted market prices included in Level 1 are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Marketable securities and the warrant derivative asset are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the U.S. Treasury, governmental agencies, various major corporations and financial institutions with reputable credit and therefore bear minimal credit risk. The carrying amounts for financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and approximate fair value due to their short maturities. Debt Securities The Company assesses its available-for-sale debt securities under the available-for-sale debt security impairment model in ASC 326, Financial Instruments – Credit Losses, Accrued interest related to the Company's available-for-sale debt securities is presented within other current assets on the Company's condensed consolidated balance sheets. The Company has elected the practical expedient available to exclude accrued interest from both the fair value and the amortized cost basis of available-for-sale debt securities for the purposes of identifying and measuring any impairment. The Company writes off accrued interest once it has determined that the asset is not realizable. Any write offs of accrued interest receivable are recorded by reversing interest income, recognizing credit loss expense, or a combination of both. To date, the Company has not recorded any losses from accrued interest receivables associated with its marketable securities. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease right-of-use (ROU) assets and liabilities are presented separately on its consolidated balance sheets. The Company does not have any material finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term beginning at the commencement date. As the Company’s leases do not provide enough information to determine an implicit interest rate, the Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The operating lease ROU assets also include any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. |
Contingencies | Contingencies From time to time, the Company may have contingent liabilities that arise in the ordinary course of business activities. The Company accrues for such liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no contingent liabilities requiring accrual or disclosure as of September 30, 2020 or December 31, 2019. |
Legal Proceedings Related to the Offer and the Merger | Legal Proceedings Related to the Offer and the Merger As further described in Note 11, Subsequent Events, on October 3, 2020, the Company entered into an Bristol-Myers Squibb Company, a Delaware corporation (“Bristol-Myers Squibb”), and Gotham Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bristol-Myers Squibb (“Merger Sub”) On October 19, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the Northern District of California, entitled Wang v. MyoKardia, Inc. et al., 3:20-cv-07342, against the Company and each of its directors. On October 26, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the District of Delaware, entitled Adams v. MyoKardia, Inc. et al., 1:20-cv-01445-UNA, against the Company, each of its directors, Bristol Myers Squibb, and Merger Sub. On October 27, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the Eastern District of New York, entitled Gray v. MyoKardia, Inc. et al., 1:20-cv-05176, against the Company and each of its directors. On October 29, 2020, a purported stockholder of the Company filed a substantially similar complaint in the United States District Court for the Southern District of New York, entitled Farina v. MyoKardia, Inc et al.,1:20-cv-09194, against the Company and each of its directors. Each complaint alleges that the defendants violated federal securities laws by misrepresenting and/or omitting material information in the Schedule 14D-9. The complaints seek, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger Agreement have already been consummated, (iii) damages and (iv) plaintiff’s attorneys’ and experts’ fees and expenses. The Company believes that the claims asserted in the complaints are without merit. Additional lawsuits may be filed. |
Guarantees and Indemnifications | Guarantees and Indemnifications The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to certain of these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification arrangements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws and agreements providing for indemnification entered into with its officers and directors. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification of directors and officers is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with its exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Stock-Based Compensation | Stock-Based Compensation The Company classifies stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss based on the department to which a recipient belongs. The following table sets forth stock-based compensation expense related to equity awards granted to employees and consultants for all periods presented (in thousands): In relation to stock options and awards that vest upon the achievement of performance criteria, there was $0.3 million and zero in stock-based compensation expense recorded for the three months ended September 30, 2020 and 2019, respectively and $1.0 million and zero was recorded for the nine months ended September 30, 2020 and 2019, respectively . |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Cash Reported in Condensed Consolidated Statements of Cash Flows | Cash as reported in the consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents and restricted cash as presented on the consolidated balance sheets. Restricted cash at September 30, 2020 and December 31, 2019 represents cash balances held as security in connection with the Company’s facility lease agreements. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands) : September 30, 2020 December 31, 2019 Cash and cash equivalents $ 675,541 $ 101,436 Restricted cash included in prepaid expenses and other current assets 290 337 Restricted cash included in restricted cash and other 2,279 1,857 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 678,110 $ 103,630 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Measured on Recurring Basis | The following table sets forth the Company’s marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at September 30, 2020 Total Level 1 Level 2 Level 3 Assets Money market funds $ 674,410 $ 674,410 $ — $ — U.S. government agency obligations 157,032 — 157,032 — Corporate securities 63,306 — 63,306 — Total $ 894,748 $ 674,410 $ 220,338 $ — Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets Money market funds $ 100,441 $ 100,441 $ — $ — U.S. government agency obligations 134,055 — 134,055 — Corporate securities 194,789 — 194,789 — Total $ 429,285 $ 100,441 $ 328,844 $ — |
Summary of Fair Value Measurement of Available-for-sale Securities | The following table is a summary of amortized cost, unrealized gain and loss, and fair value of the Company’s marketable securities by contractual maturities (in thousands): Fair Value Measurements at September 30, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 674,410 $ — $ — $ 674,410 Short-term investments (due within one year) 220,076 262 — 220,338 Total $ 894,486 $ 262 $ — $ 894,748 Fair Value Measurements at December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 100,440 $ 1 $ — $ 100,441 Short-term investments (due within one year) 314,181 523 (13 ) 314,691 Long-term investments (due between one and two years) 14,110 47 (4 ) 14,153 Total $ 428,731 $ 571 $ (17 ) $ 429,285 |
Summary of Available-for-sale Debt Securities in Continuous Unrealized Loss Position for Less Than and Greater Than Twelve Months | As of September 30, 2020, the Company did not have any available-for-sale debt securities in a continuous unrealized position. The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months as of December 31, 2019 (in thousands): Less than 12 months 12 months or greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss December 31, 2019 Corporate bonds $ 34,265 $ (15 ) $ — $ — $ 34,265 $ (15 ) U.S. government agency obligations 34,989 (2 ) — — 34,989 (2 ) Total $ 69,254 $ (17 ) $ — $ — $ 69,254 $ (17 ) |
Summary of Significant Unobservable Inputs Used to Value Warrant | The Company has determined that the warrant derivative asset should be classified within Level 3 of the fair-value hierarchy by evaluating each input for the two-step process against the fair-value hierarchy criteria and using the lowest level of input as the basis for the fair-value classification. The significant unobservable inputs used to value the warrant were as follows: Valuation Technique Significant Unobservable Inputs At Inception September 30, 2020 Option pricing method Volatility 73.0% 73.0% Expected term (in years) 10.0 9.9 Risk-free rate 0.59% 0.59% Dividend yield 0.0% 0.0% |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Lessee Disclosure [Abstract] | |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate). September 30, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 50,433 $ 417 Liabilities Operating lease liabilities - current $ 7,891 $ 383 Operating lease liabilities - noncurrent 43,717 — $ 51,608 $ 383 Weighted average remaining lease term (years) 9.3 0.3 Weighted average discount rate 13.5 % 6.0 % |
Schedule of Information Related to Operating Lease Activity | Information related to operating lease activity during the three months ended September 30, 2020 and 2019 was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Operating lease cost $ 7,103 $ 2,163 Variable lease cost 1,235 — Total lease cost $ 8,338 $ 2,163 Operating lease right-of-use assets obtained in exchange for lease obligations $ 52,589 $ 1,095 Operating lease payments $ 5,888 $ 2,330 |
Schedule of Future Annual Payment of Operating Lease Liabilities | Future annual payments of operating lease liabilities as of September 30, 2020 are as follows (in thousands): Year ending December 31: Amount 2020 (three months remaining) $ 2,045 2021 8,449 2022 8,745 2023 9,051 2024 9,368 Thereafter 52,442 Total future lease payments 90,100 Less: imputed interest (38,492 ) Total operating lease liabilities $ 51,608 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): September 30, 2020 December 31, 2019 Scientific equipment $ 13,645 $ 10,642 Furniture and equipment 3,127 2,572 Capitalized software 360 389 Leasehold improvements 11,925 509 Construction in progress 485 9,568 Total 29,542 23,680 Less: Accumulated depreciation (9,560 ) (7,937 ) Property and equipment, net $ 19,982 $ 15,743 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2020 December 31, 2019 Clinical research and development $ 5,386 $ 11,494 Outside services 9,987 6,592 Payroll related liabilities 15,935 11,724 Construction in progress 454 9,139 Other 8,281 2,343 Total accrued liabilities $ 40,043 $ 41,292 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company has reserved shares of common stock for issuance as follows: September 30, 2020 December 31, 2019 Options and awards issued and outstanding 5,656,261 5,315,254 Shares available for issuance under 2015 Stock Option and Incentive Plan 1,331,844 685,435 Shares available for issuance under 2015 Employee Stock Purchase Plan 1,579,961 1,140,541 Total 8,568,066 7,141,230 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Related to Equity Awards Granted to Employees and Consultants | The following table sets forth stock-based compensation expense related to equity awards granted to employees and consultants for all periods presented (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Research and development $ 5,621 $ 3,644 $ 16,152 $ 10,402 Selling, general and administrative 5,726 4,631 16,823 13,492 Total $ 11,347 $ 8,275 $ 32,975 $ 23,894 |
Summary of Stock Option and Other Equity Award Activity Under Plans | The following summarizes option and other equity award activity under the 2012 Equity Incentive Plan and 2015 Stock Option and Incentive Plan: Shares Subject to Weighted Average Outstanding Options Exercise Price per Share Balance at December 31, 2019 4,574,158 $ 31.81 Options granted 1,064,174 $ 74.16 Options exercised (696,937 ) $ 25.72 Options canceled/forfeited (240,298 ) $ 45.70 Balance at September 30, 2020 4,701,097 $ 41.59 Shares Subject to Weighted Average Outstanding Awards Grant Date Fair Value Balance at December 31, 2019 741,096 $ 46.59 RSUs awarded 450,956 $ 74.00 RSUs released (170,809 ) $ 45.09 RSUs forfeited (66,079 ) $ 49.81 Balance at September 30, 2020 955,164 $ 59.58 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator Net loss $ (84,744 ) $ (141,802 ) $ (218,197 ) $ (217,446 ) Denominator Weighted average shares outstanding 53,101,453 46,133,068 49,860,879 44,258,437 Less: weighted average shares subject to repurchase — — — (2,780 ) Weighted average shares used to compute basic and diluted net loss per share 53,101,453 46,133,068 49,860,879 44,255,657 Net loss per share, basic and diluted $ (1.60 ) $ (3.07 ) $ (4.38 ) $ (4.91 ) |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2020 2019 Common stock subject to repurchase — — Options and awards issued and outstanding 5,656,261 5,278,515 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
May 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Accumulated deficit | $ 696,963 | $ 478,766 | |
Proceeds from follow-on offering | $ 605,000 | ||
Cash, cash equivalents and investments | $ 895,900 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Number of reportable and operating segment | 1 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Cash Reported in Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 675,541 | $ 101,436 | ||
Restricted cash included in prepaid expenses and other current assets | 290 | 337 | ||
Restricted cash included in restricted cash and other | 2,279 | 1,857 | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 678,110 | $ 103,630 | $ 237,380 | $ 248,265 |
License and Collaboration Agr_2
License and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 11, 2020 | Jul. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Fair value of warrant | $ 18,700,000 | |||||||
Consideration due from related party | $ 35,000,000 | $ 35,000,000 | ||||||
Research and development | $ 59,074,000 | $ 47,372,000 | $ 155,286,000 | $ 101,270,000 | ||||
Exclusive License Agreement | LianBio Licencising,, LLC. | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from license fees received | $ 40,000,000 | |||||||
Additional proceeds from license fees received | $ 35,000,000 | |||||||
Financing event occurring date | Oct. 29, 2020 | |||||||
Number of warrants | 170,000 | |||||||
Warrants exercise price | $ 275 | |||||||
Percentage of ordinary shares represents warrants | 17.00% | |||||||
Fair value of warrant | $ 18,700,000 | |||||||
Negotiation period | 90 days | |||||||
Exclusive License Agreement | LianBio Licencising,, LLC. | Maximum | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Regulatory milestone payments | $ 60,000,000 | |||||||
Sales milestone payments | $ 87,500,000 | |||||||
Exclusive License Agreement | LianBio Licencising,, LLC. | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Percentage of ordinary shares represents warrants | 17.00% | |||||||
Fair value of warrant | $ 18,700,000 | |||||||
Total consideration | 93,700,000 | |||||||
Cash consideration | 40,000,000 | |||||||
Consideration due from related party non-current | 35,000,000 | |||||||
Consideration due from related party | $ 35,000,000 | |||||||
Multi-Target Collaboration and License Agreement | Fulcrum Therapeutics Inc | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Payment of license fees | $ 10,000,000 | |||||||
Prepaid research funding at close of transaction | 2,500,000 | |||||||
Milestone payments eligible for additional cardiomyopathy target | 298,500,000 | |||||||
Research and development | 10,000,000 | |||||||
Multi-Target Collaboration and License Agreement | Fulcrum Therapeutics Inc | Maximum | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Research, development and commercial milestone payments and additional research reimbursements | 302,500,000 | |||||||
Milestone payments eligible for a follow-on target | $ 150,000,000 | |||||||
Termination Agreement | Sanofi (Aventis Inc.) | Royalty Rights | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Amount Payable to reacquire research and development asset | $ 80,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Assets fair value | $ 894,748 | $ 429,285 |
Money market funds | ||
Assets | ||
Assets fair value | 674,410 | 100,441 |
Fair Value Measurements on Recurring Basis | Level 1 | ||
Assets | ||
Assets fair value | 674,410 | 100,441 |
Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | 220,338 | 328,844 |
Fair Value Measurements on Recurring Basis | Money market funds | Level 1 | ||
Assets | ||
Assets fair value | 674,410 | 100,441 |
U.S. government agency obligations | ||
Assets | ||
Assets fair value | 157,032 | 134,055 |
U.S. government agency obligations | Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | 157,032 | 134,055 |
Corporate securities | ||
Assets | ||
Assets fair value | 63,306 | 194,789 |
Corporate securities | Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | $ 63,306 | $ 194,789 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 894,486 | $ 428,731 |
Unrealized Gain | 262 | 571 |
Unrealized Loss | (17) | |
Fair Value | 894,748 | 429,285 |
Cash equivalents (due within 90 days) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 674,410 | 100,440 |
Unrealized Gain | 1 | |
Fair Value | 674,410 | 100,441 |
Short-term investments (due within one year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 220,076 | 314,181 |
Unrealized Gain | 262 | 523 |
Unrealized Loss | (13) | |
Fair Value | $ 220,338 | 314,691 |
Long-term investments (due between one and two years) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 14,110 | |
Unrealized Gain | 47 | |
Unrealized Loss | (4) | |
Fair Value | $ 14,153 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Available-for-sale Debt Securities in Continuous Unrealized Loss Position for Less Than and Greater Than Twelve Months (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Fair Value, Less than 12 Months | $ 69,254 |
Unrealized Loss, Less than 12 Months | (17) |
Fair Value, Total | 69,254 |
Unrealized Loss, Total | (17) |
Corporate bonds | |
Schedule Of Available For Sale Securities [Line Items] | |
Fair Value, Less than 12 Months | 34,265 |
Unrealized Loss, Less than 12 Months | (15) |
Fair Value, Total | 34,265 |
Unrealized Loss, Total | (15) |
U.S. government agency obligations | |
Schedule Of Available For Sale Securities [Line Items] | |
Fair Value, Less than 12 Months | 34,989 |
Unrealized Loss, Less than 12 Months | (2) |
Fair Value, Total | 34,989 |
Unrealized Loss, Total | $ (2) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Aug. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Schedule Of Available For Sale Securities [Line Items] | |||
Fair value of warrant | $ 18,700,000 | ||
Gain or loss on sale of derivatives | $ 0 | $ 0 | |
LianBio Agreement | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant to purchase ordinary shares | 170,000 | ||
Warrants exercise price | $ 275 | ||
Percentage of ordinary shares represents warrants | 17.00% |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Significant Unobservable Inputs Used to Value Warrant (Details) | Sep. 30, 2020 | Aug. 31, 2018 |
Significant Unobservable Inputs, Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, percentage | 0.730 | 0.730 |
Significant Unobservable Inputs, Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Expected term (in years) | 9 years 10 months 24 days | 10 years |
Significant Unobservable Inputs, Risk-Free-Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, percentage | 0.0059 | 0.0059 |
Significant Unobservable Inputs, Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, percentage | 0 | 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2020USD ($) | Jun. 30, 2020USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2018ft² | |
Lessee Lease Description [Line Items] | |||||
Operating lease right-of-use assets | $ 50,433 | $ 417 | |||
Annual base rent, First year | 5,500 | ||||
Annual base rent, Second year | 8,500 | ||||
Annual base rent, Thereafter | 11,100 | ||||
Leasehold improvements within property and equipment | 19,982 | $ 15,743 | |||
Corporate Headquarters | |||||
Lessee Lease Description [Line Items] | |||||
Area of leased property | ft² | 129,800 | ||||
Rent commencement date | 2020-01 | ||||
Additional period of extension in lease contract | 10 years | ||||
Operating lease right-of-use assets | $ 52,600 | ||||
Leasehold Improvements | |||||
Lessee Lease Description [Line Items] | |||||
Leasehold improvements within property and equipment | $ 10,400 | ||||
Sublease | |||||
Lessee Lease Description [Line Items] | |||||
Area of leased property | ft² | 34,500 | ||||
Rent commencement date | 2021-03 | ||||
Operating lease term of contract | 9 years | ||||
Aggregate future minimum rental payments due | $ 19,900 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases [Abstract] | ||
Operating lease right-of-use assets | $ 50,433 | $ 417 |
Operating lease liabilities - current | 7,891 | 383 |
Operating lease liabilities - noncurrent | 43,717 | |
Operating lease, liability | $ 51,608 | $ 383 |
Weighted average remaining lease term (years) | 9 years 3 months 18 days | 3 months 18 days |
Weighted average discount rate | 13.50% | 6.00% |
Leases - Schedule of Informatio
Leases - Schedule of Information Related to Operating Lease Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 7,103 | $ 2,163 |
Variable lease cost | 1,235 | |
Total lease cost | 8,338 | 2,163 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 52,589 | 1,095 |
Operating lease payments | $ 5,888 | $ 2,330 |
Leases - Future Annual Payments
Leases - Future Annual Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2020 (three months remaining) | $ 2,045 | |
2021 | 8,449 | |
2022 | 8,745 | |
2023 | 9,051 | |
2024 | 9,368 | |
Thereafter | 52,442 | |
Total future lease payments | 90,100 | |
Less: imputed interest | (38,492) | |
Total operating lease liabilities | $ 51,608 | $ 383 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Line Items] | ||||
Property plant and equipment basis of valuation | cost | |||
Property plant and equipment depreciation methods | the straight-line method over the estimated useful lives of the assets | |||
Depreciation expense | $ 900 | $ 500 | $ 2,459 | $ 1,441 |
Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property plant and equipment useful life | 2 years | |||
Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property plant and equipment useful life | 5 years | |||
Leasehold Improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property plant and equipment estimated useful lives | shorter of their estimated useful lives or the related lease term |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 29,542 | $ 23,680 |
Less: Accumulated depreciation | (9,560) | (7,937) |
Property and equipment, net | 19,982 | 15,743 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 13,645 | 10,642 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 3,127 | 2,572 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 360 | 389 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 11,925 | 509 |
Property and equipment, net | 10,400 | |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 485 | $ 9,568 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Clinical research and development | $ 5,386 | $ 11,494 |
Outside services | 9,987 | 6,592 |
Payroll related liabilities | 15,935 | 11,724 |
Construction in progress | 454 | 9,139 |
Other | 8,281 | 2,343 |
Total accrued liabilities | $ 40,043 | $ 41,292 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Purchase commitment cancellation notice period | 30 days | |
Contingent liability for accrual | $ 0 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
May 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 03, 2020 | |
Class Of Stock [Line Items] | |||||
Proceeds from offering, net of underwriting discounts and commissions and offering expenses | $ 605,064 | $ 271,224 | |||
Maximum | |||||
Class Of Stock [Line Items] | |||||
Market offering aggregate offering price | $ 200,000 | ||||
Follow-On-Offering | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 6,037,500 | 5,663,750 | |||
Common stock shares issued, price per share | $ 105 | $ 51 | |||
Proceeds from offering, net of underwriting discounts and commissions and offering expenses | $ 605,000 | $ 271,200 | |||
Over Allotment Option | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 787,500 | 738,750 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 8,568,066 | 7,141,230 |
Options and Awards Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 5,656,261 | 5,315,254 |
2015 Stock Option and Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 1,331,844 | 685,435 |
2015 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 1,579,961 | 1,140,541 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Related to Equity Awards Granted to Employees and Consultants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 11,347 | $ 8,275 | $ 32,975 | $ 23,894 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,621 | 3,644 | 16,152 | 10,402 |
Selling, general and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,726 | $ 4,631 | $ 16,823 | $ 13,492 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option and Other Equity Award Activity Under Plans (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Subject to Outstanding Options, Beginning Balance | shares | 4,574,158 |
Shares Subject to Outstanding Options, granted | shares | 1,064,174 |
Shares Subject to Outstanding Options, exercised | shares | (696,937) |
Shares Subject to Outstanding Options, canceled/forfeited | shares | (240,298) |
Shares Subject to Outstanding Options, Ending Balance | shares | 4,701,097 |
Weighted Average Exercise Price per Share, Beginning Balance | $ / shares | $ 31.81 |
Weighted Average Exercise Price Per Share, granted | $ / shares | 74.16 |
Weighted Average Exercise Price per Share, exercised | $ / shares | 25.72 |
Weighted Average Exercise Price Per Share, canceled/forfeited | $ / shares | 45.70 |
Weighted Average Exercise Price Per Share, Ending Balance | $ / shares | $ 41.59 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares Subject to Outstanding Awards, Beginning Balance | shares | 741,096 |
Shares Subject to Outstanding Awards, RSUs awarded | shares | 450,956 |
Shares Subject to Outstanding Awards, RSUs released | shares | (170,809) |
Shares Subject to Outstanding Awards, RSUs forfeited | shares | (66,079) |
Shares Subject to Outstanding Awards, Ending Balance | shares | 955,164 |
Weighted Average Grant Date Fair Value. Beginning Balance | $ / shares | $ 46.59 |
Weighted Average Grant Date Fair Value. RSUs awarded | $ / shares | 74 |
Weighted Average Grant Date Fair Value. RSUs released | $ / shares | 45.09 |
Weighted Average Grant Date Fair Value. RSUs forfeited | $ / shares | 49.81 |
Weighted Average Grant Date Fair Value. Ending Balance | $ / shares | $ 59.58 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Unrecognized share based compensation expense | $ 0.3 | $ 0 | $ 1 | $ 0 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||||||
Net loss | $ (84,744) | $ (63,585) | $ (69,868) | $ (141,802) | $ (38,174) | $ (37,470) | $ (218,197) | $ (217,446) |
Denominator | ||||||||
Weighted average shares outstanding | 53,101,453 | 46,133,068 | 49,860,879 | 44,258,437 | ||||
Less: weighted average shares subject to repurchase | (2,780) | |||||||
Weighted average shares used to compute basic and diluted net loss per share | 53,101,453 | 46,133,068 | 49,860,879 | 44,255,657 | ||||
Net loss per share, basic and diluted | $ (1.60) | $ (3.07) | $ (4.38) | $ (4.91) |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Options and Awards Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 5,656,261 | 5,278,515 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - 2015 Employee Stock Purchase Plan - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Line Items] | ||
ESPP contributions from plan participants | $ 1.2 | $ 0.8 |
Contributions converted shares under benefit plan | 25,000 | 20,000 |
Percentage of stock price at the beginning of offering period | 85.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ / shares in Units, $ in Millions | Oct. 03, 2020USD ($)$ / shares |
Subsequent Event [Line Items] | |
Business combination, price per share | $ / shares | $ 225 |
Termination fee | $ | $ 458 |