Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001576263 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35921 | |
Entity Registrant Name | Mirati Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2693615 | |
Entity Address, Address Line One | 3545 Cray Court, | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 332-3410 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MRTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,816,462 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessMirati Therapeutics, Inc. (“Mirati” or the “Company”) is a clinical-stage oncology company developing product candidates to address the genetic and immunological promoters of cancer. The Company was incorporated under the laws of the State of Delaware on April 29, 2013 as Mirati Therapeutics, Inc. and is located in San Diego, California. The Company has a wholly owned subsidiary in Canada, MethylGene, Inc. (“MethylGene”), a wholly owned subsidiary in the Netherlands (“Mirati Therapeutics B.V.”) and operates in one business segment, primarily in the United States. The Company’s common stock has been listed on the Nasdaq Global Select Market since June 5, 2018 and was previously listed on the Nasdaq Capital Market since July 15, 2013, in each case under the ticker symbol “MRTX.” |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 242,624 | $ 885,562 |
Short-term investments | 911,794 | 504,544 |
Other current assets | 17,476 | 13,537 |
Total current assets | 1,171,894 | 1,403,643 |
Property and equipment, net | 13,736 | 7,809 |
Long-term investment | 11,253 | 15,629 |
Right-of-use asset | 38,172 | 39,890 |
Other long-term assets | 18,375 | 9,157 |
Total assets | 1,253,430 | 1,476,128 |
Current liabilities | ||
Accounts payable | 42,923 | 18,117 |
Accrued liabilities | 79,156 | 53,355 |
Total current liabilities | 122,079 | 71,472 |
Lease liability | 45,520 | 41,905 |
Other liabilities | 1,806 | 1,962 |
Total liabilities | 169,405 | 115,339 |
Commitments and contingencies (see Note 9) | ||
Shareholders’ equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding at both September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 51,767,083 and 50,439,069 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 52 | 50 |
Additional paid-in capital | 2,586,780 | 2,481,218 |
Accumulated other comprehensive income | 9,595 | 9,759 |
Accumulated deficit | (1,512,402) | (1,130,238) |
Total shareholders’ equity | 1,084,025 | 1,360,789 |
Total liabilities and shareholders’ equity | $ 1,253,430 | $ 1,476,128 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 100,000,000 | 100,000,000 |
Common stock issued (shares) | 51,767,083 | 50,439,069 |
Common stock outstanding (shares) | 51,767,083 | 50,439,069 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
License and collaboration revenues | $ 71,793 | $ 11,424 | $ 71,793 | $ 11,690 |
Total revenue | 71,793 | 11,424 | 71,793 | 11,690 |
Expenses | ||||
Research and development | 116,109 | 79,853 | 354,755 | 216,644 |
General and administrative | 35,183 | 20,249 | 93,144 | 58,074 |
Total operating expenses | 151,292 | 100,102 | 447,899 | 274,718 |
Loss from operations | (79,499) | (88,678) | (376,106) | (263,028) |
Other income (expense), net | 2,744 | 1,342 | (2,759) | 6,178 |
Loss before income taxes | (76,755) | (87,336) | (378,865) | (256,850) |
Income tax expense | 3,299 | 0 | 3,299 | 0 |
Net loss | (80,054) | (87,336) | (382,164) | (256,850) |
Unrealized (loss) gain on available-for-sale investments | (6) | (827) | (164) | 568 |
Comprehensive loss | $ (80,060) | $ (88,163) | $ (382,328) | $ (256,282) |
Basic net loss per share (USD per share) | $ (1.55) | $ (1.96) | $ (7.45) | $ (5.87) |
Diluted net loss per share (USD per share) | $ (1.55) | $ (1.96) | $ (7.45) | $ (5.87) |
Weighted average common shares outstanding, basic (shares) | 51,655,259 | 44,614,226 | 51,305,547 | 43,778,607 |
Weighted average common shares outstanding, diluted (shares) | 51,655,259 | 44,614,226 | 51,305,547 | 43,778,607 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit |
Balance at beginning of period (shares) at Dec. 31, 2019 | 39,517,329 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 382,295 | $ 40 | $ 1,144,667 | $ 9,889 | $ (772,301) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (256,850) | (256,850) | |||
Issuance of common stock, net of issuance costs (shares) | 3,538,462 | ||||
Issuance of common stock, net of issuance costs | 324,018 | $ 4 | 324,014 | ||
Share-based compensation expense | 64,104 | 64,104 | |||
Issuance of common stock from ESPP (shares) | 6,207 | ||||
Issuance of common stock from ESPP | 524 | 524 | |||
Issuance of common stock under equity incentive plans (shares) | 1,092,468 | ||||
Issuance of common stock under equity incentive plans | $ 36,284 | $ 1 | 36,283 | ||
Net exercise of warrants (shares) | 600,000 | 600,000 | |||
Unrealized gain (loss) on investments | $ 568 | 568 | |||
Balance at end of period (shares) at Sep. 30, 2020 | 44,754,466 | ||||
Balance at end of period at Sep. 30, 2020 | 550,943 | $ 45 | 1,569,592 | 10,457 | (1,029,151) |
Balance at beginning of period (shares) at Jun. 30, 2020 | 44,482,308 | ||||
Balance at beginning of period at Jun. 30, 2020 | 605,004 | $ 45 | 1,535,490 | 11,284 | (941,815) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (87,336) | (87,336) | |||
Share-based compensation expense | 21,751 | 21,751 | |||
Issuance of common stock under equity incentive plans (shares) | 272,158 | ||||
Issuance of common stock under equity incentive plans | 12,351 | 12,351 | |||
Unrealized gain (loss) on investments | (827) | (827) | |||
Balance at end of period (shares) at Sep. 30, 2020 | 44,754,466 | ||||
Balance at end of period at Sep. 30, 2020 | $ 550,943 | $ 45 | 1,569,592 | 10,457 | (1,029,151) |
Balance at beginning of period (shares) at Dec. 31, 2020 | 50,439,069 | 50,439,069 | |||
Balance at beginning of period at Dec. 31, 2020 | $ 1,360,789 | $ 50 | 2,481,218 | 9,759 | (1,130,238) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (382,164) | (382,164) | |||
Share-based compensation expense | 79,624 | 79,624 | |||
Issuance of common stock from ESPP (shares) | 9,029 | ||||
Issuance of common stock from ESPP | 1,214 | 1,214 | |||
Issuance of common stock under equity incentive plans (shares) | 695,171 | ||||
Issuance of common stock under equity incentive plans | $ 24,726 | $ 1 | 24,725 | ||
Net exercise of warrants (shares) | 623,814 | 623,814 | |||
Net exercise of warrants | $ 0 | $ 1 | (1) | ||
Unrealized gain (loss) on investments | $ (164) | (164) | |||
Balance at end of period (shares) at Sep. 30, 2021 | 51,767,083 | 51,767,083 | |||
Balance at end of period at Sep. 30, 2021 | $ 1,084,025 | $ 52 | 2,586,780 | 9,595 | (1,512,402) |
Balance at beginning of period (shares) at Jun. 30, 2021 | 51,608,944 | ||||
Balance at beginning of period at Jun. 30, 2021 | 1,128,920 | $ 52 | 2,551,615 | 9,601 | (1,432,348) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (80,054) | (80,054) | |||
Share-based compensation expense | 26,933 | 26,933 | |||
Issuance of common stock under equity incentive plans (shares) | 158,139 | ||||
Issuance of common stock under equity incentive plans | 8,232 | 8,232 | |||
Unrealized gain (loss) on investments | $ (6) | (6) | |||
Balance at end of period (shares) at Sep. 30, 2021 | 51,767,083 | 51,767,083 | |||
Balance at end of period at Sep. 30, 2021 | $ 1,084,025 | $ 52 | $ 2,586,780 | $ 9,595 | $ (1,512,402) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (382,164) | $ (256,850) |
Non-cash adjustments reconciling net loss to operating cash flows: | ||
Non-cash consideration earned from license agreement | 0 | (11,424) |
Change in fair value of long-term investment | 4,376 | 24 |
Depreciation of property and equipment | 1,219 | 435 |
Amortization of premium and accretion of discounts on investments | 3,503 | (877) |
Share-based compensation expense | 79,624 | 64,104 |
Changes in operating assets and liabilities: | ||
Other current assets | (3,939) | (6,985) |
Other long-term assets | (9,218) | (871) |
Right-of-use asset | 1,718 | 28 |
Lease liability | 3,927 | (98) |
Accounts payable, accrued liabilities, deferred revenue and other liabilities | 50,139 | 17,404 |
Cash flows used in operating activities | (250,815) | (195,110) |
Investing activities: | ||
Purchases of short-term investments | (1,059,140) | (456,608) |
Sales and maturities of short-term investments | 648,223 | 378,952 |
Purchases of property and equipment | (7,146) | (2,861) |
Cash flows used in investing activities | (418,063) | (80,517) |
Financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 0 | 324,018 |
Proceeds from issuance of common stock under equity incentive plans | 24,726 | 36,283 |
Proceeds from stock issuances under employee stock purchase plan | 1,214 | 524 |
Cash flows provided by financing activities | 25,940 | 360,825 |
(Decrease) increase in cash, cash equivalents and restricted cash | (642,938) | 85,198 |
Cash, cash equivalents and restricted cash, beginning of period | 886,182 | 46,856 |
Cash, cash equivalents and restricted cash, end of period | 243,244 | 132,054 |
Reconciliation of cash, cash equivalents and restricted cash, end of period: | ||
Cash and cash equivalents | 242,624 | 131,434 |
Restricted cash included in other long-term assets | 620 | 620 |
Total cash, cash equivalents and restricted cash | 243,244 | 132,054 |
Supplemental disclosures of non-cash investing activities: | ||
Purchases of property and equipment included within accounts payable and accrued liabilities | $ 279 | $ 1,662 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for the full year. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Reported amounts and footnote disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. Any revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, and the unrealized gains and losses are reported as a component of accumulated other comprehensive income in shareholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. Concentration of Credit Risk The Company invests its excess cash in accordance with its investment policy. The Company’s investments are comprised primarily of commercial paper and debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The Company mitigates credit risk by maintaining a diversified portfolio and limiting the amount of investment exposure as to institution, maturity and investment type. Financial instruments that potentially subject the Company to significant credit risk consist principally of cash equivalents and short-term investments. Revenue Recognition The Company recognizes revenue in connection with certain collaboration and license agreements in accordance with the guidance of Revenue From Contracts With Customers, Accounting Standards Codification (“ASC”) Topic 606 (“Topic 606”). Under Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For operating leases, if the interest rate used to determine the present value of future lease payments it not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components. Net Loss per Share Basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as they are anti-dilutive. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period, as well as certain shares that are contingently issuable. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements, as well as restricted stock units. The following table presents the weighted-average number of common share equivalents, calculated using the treasury stock method, as well as certain shares that are contingently issuable, not included in the calculation of diluted net loss per share due to the anti-dilutive effect of the securities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common stock options 2,244,669 2,415,979 2,445,016 2,262,174 Common stock warrants 7,605,764 9,092,807 7,749,909 9,451,913 Unvested restricted stock units 658,971 398,263 597,542 314,588 Total 10,509,404 11,907,049 10,792,467 12,028,675 Recently Adopted and Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following tables summarize the Company’s short-term investments (in thousands): As of September 30, 2021 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 215,349 $ 18 $ (41) $ 215,326 Commercial paper 1 year or less 528,373 81 (1) 528,453 U.S. Agency bonds 1 year or less 75,244 9 (1) 75,252 U.S. Treasury bills 2 years or less 83,723 22 (10) 83,735 Sovereign debt securities 1 year or less 9,030 — (2) 9,028 $ 911,719 $ 130 $ (55) $ 911,794 As of December 31, 2020 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 130,814 $ 160 $ (4) $ 130,970 Commercial paper 1 year or less 240,725 58 (18) 240,765 U.S. Agency bonds 2 years or less 83,227 37 (1) 83,263 U.S. Treasury bills 2 years or less 49,539 10 (3) 49,546 $ 504,305 $ 265 $ (26) $ 504,544 The Company has classified all of its short-term investments as available-for-sale as the sale of such securities may be required prior to maturity to implement management strategies, and accordingly, carries these investments at fair value. As of September 30, 2021, and December 31, 2020, aggregated gross unrealized losses of available-for-sale investments were not material, and accordingly, no allowance for credit losses was recorded. As of September 30, 2021 and December 31, 2020, the Company held 588,235 shares of ORIC Pharmaceuticals, Inc. (“ORIC”) common stock subject to certain transfer restrictions. The shares held by the Company are measured at fair value at each reporting period based on the closing price of ORIC’s common stock on the last trading day of each reporting period, adjusted for a discount for lack of marketability, with any unrealized gains and losses recorded in other income (expense), net on the Company’s condensed consolidated statements of operations and comprehensive loss. See Note 4 - Fair Value Measurements . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: • Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The following tables summarize the assets measured at fair value on a recurring basis (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 65,842 $ 65,842 $ — $ — Money market funds 176,782 176,782 — — Total cash and cash equivalents 242,624 242,624 — — Short-term investments: U.S. Treasury bills 83,735 83,735 — — Corporate debt securities 215,326 — 215,326 — Commercial paper 528,453 — 528,453 — U.S. Agency bonds 75,252 — 75,252 — Sovereign debt securities 9,028 — 9,028 — Total short-term investments 911,794 83,735 828,059 — Long-term investment: ORIC Pharmaceuticals, Inc. 11,253 — — 11,253 Total $ 1,165,671 $ 326,359 $ 828,059 $ 11,253 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 20,398 $ 20,398 $ — $ — Money market funds 865,164 865,164 — — Total cash and cash equivalents 885,562 885,562 — — Short-term investments: U.S. Treasury bills 49,546 49,546 — — Corporate debt securities 130,970 — 130,970 — Commercial paper 240,765 — 240,765 — U.S. Agency bonds 83,263 — 83,263 — Total short-term investments 504,544 49,546 454,998 — Long-term investment: ORIC Pharmaceuticals, Inc. 15,629 — — 15,629 Total $ 1,405,735 $ 935,108 $ 454,998 $ 15,629 The Company’s investments in Level 1 assets are valued based on publicly available quoted market prices for identical securities as of September 30, 2021 and December 31, 2020. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. As of September 30, 2021, the Level 3 fair value measurement of the Company’s long-term investment in ORIC, which the Company acquired as an investment in 2020, utilizes a combination of the Asian Protective Put Option and Finnerty Put Option fair value techniques with unobservable inputs of 68.0% volatility and an expected term of 0.3 years to determine the discount for lack of marketability of 8.5%. There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2021 or the year ended December 31, 2020. The following table presents the changes in estimated fair value of the Company’s asset measured using significant unobservable inputs (Level 3) (in thousands): September 30, Balance - December 31, 2020 $ 15,629 Change in fair value (4,376) Balance - September 30, 2021 $ 11,253 |
Other Current Assets and Other
Other Current Assets and Other Long-Term Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets and Other Long-Term Assets | Other Current Assets and Other Long-Term Assets Other current assets consisted of the following (in thousands): September 30, December 31, Prepaid expenses 13,173 8,158 Deposits and other receivables 2,346 3,075 Interest receivable 1,957 2,304 $ 17,476 $ 13,537 The other long-term assets balance of $18.4 million as of September 30, 2021 consisted of $17.8 million in deposits paid in conjunction with the Company’s research and development activities, and $0.6 million for a letter of credit secured by restricted cash in connection with the lease of the Company’s corporate headquarters. The other long-term assets balance of $9.2 million as of December 31, 2020 consisted of $8.6 million in deposits paid in conjunction with the Company’s research and development activities, and $0.6 million for a letter of credit secured by restricted cash in connection with the lease of the Company’s corporate headquarters. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other Liabilities | Accrued Liabilities and Other Liabilities Accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued clinical expense 18,956 19,221 Accrued manufacturing expense 27,988 13,019 Accrued development expense 9,103 5,439 Accrued compensation and benefits 16,763 13,964 Other accrued expenses 6,346 1,712 $ 79,156 $ 53,355 |
License and Collaboration Agree
License and Collaboration Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Research and Development [Abstract] | |
License and Collaboration Agreements | License and Collaboration Agreements BeiGene Agreement Terms of Agreement On January 7, 2018, the Company and BeiGene Ltd. (“BeiGene”) entered into a Collaboration and License Agreement (the “BeiGene Agreement”), pursuant to which the Company and BeiGene agreed to collaboratively develop sitravatinib in Asia (excluding Japan and certain other countries), Australia and New Zealand (collectively, the “BeiGene Licensed Territory”). Under the BeiGene Agreement, the Company granted BeiGene an exclusive license to develop, manufacture and commercialize sitravatinib in the BeiGene Licensed Territory, with the Company retaining exclusive rights for the development, manufacture and commercialization of sitravatinib outside the BeiGene Licensed Territory. As consideration for the rights granted to BeiGene under the BeiGene Agreement, BeiGene paid the Company a non-refundable, non-creditable up-front fee of $10.0 million. BeiGene is also required to make milestone payments to the Company of up to an aggregate of $123.0 million upon the first achievement of specified clinical, regulatory and sales milestones. The BeiGene Agreement additionally provides that BeiGene is obligated to pay to the Company royalties at tiered percentage rates ranging from mid-single digits to 20% on annual net sales of licensed products in the BeiGene Licensed Territory, subject to reduction under specified circumstances. The BeiGene Agreement also provides that the Company will supply BeiGene with sitravatinib for use in BeiGene’s development activities in the BeiGene Licensed Territory. The BeiGene Agreement will terminate upon the expiration of the last royalty term for the licensed products, which is the latest of (i) the date of expiration of the last valid patent claim related to the licensed products under the BeiGene Agreement, (ii) ten years after the first commercial sale of a licensed product and (iii) the expiration of any regulatory exclusivity as to a licensed product. BeiGene may terminate the BeiGene Agreement at any time by providing 60 days prior written notice to the Company. Either party may terminate the BeiGene Agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach or upon certain bankruptcy events. In addition, the Company may terminate the BeiGene Agreement upon written notice to BeiGene under specified circumstances if BeiGene challenges the licensed patent rights. Revenue Recognition The Company evaluated the BeiGene Agreement under Topic 606. At the time it entered into the BeiGene Agreement, the Company determined the transaction price was equal to the up-front fee of $10.0 million. The transaction price was allocated to the performance obligations on the basis of the relative stand-alone selling price estimated for each performance obligation. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success and costs for manufacturing clinical supplies. As such, of the up-front fee, the Company allocated $9.5 million to the license to the Company’s intellectual property, bundled with the associated know-how, and the remaining $0.5 million to the initial obligation to supply sitravatinib for clinical development in the BeiGene Licensed Territory. Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to BeiGene during the three months ended March 31, 2018 and, therefore during 2018, the Company recognized the full revenue amount of $9.5 million related to this performance obligation as license and collaboration revenues in its condensed consolidated statements of operations and comprehensive loss. Manufacturing Supply Services. The Company’s initial obligation to supply sitravatinib for clinical development in the BeiGene Licensed Territory represents a distinct performance obligation, and the initial obligation was satisfied in 2020 and, therefore, this $0.5 million initial supply obligation was fully recognized as license and collaboration revenues as of December 31, 2020. Although the initial performance obligation was satisfied, BeiGene may request additional sitravatinib in the future for clinical development in the BeiGene Licensed Territory. The Company recognized revenue when BeiGene obtained control of the goods, over the period of the obligation. The Company recognized $0.1 million as license and collaboration revenues related to this performance obligation for the three months ended September 30, 2021. No revenue was recognized for the three months ended September 30, 2020. The Company recognized $0.1 million and $0.3 million as license and collaboration revenues for this performance obligation for the nine months ended September 30, 2021 and 2020, respectively, consisting of cost-sharing payments due from BeiGene. Milestone Payments. The Company is entitled to development milestones under the BeiGene Agreement and certain regulatory milestone payments which are paid upon receipt of regulatory approvals within the BeiGene Licensed Territory. The Company earned a $5.0 million milestone payment related to the initiation of the first pivotal clinical trial in the BeiGene Licensed Territory during the three and nine months ended September 30, 2021. No milestone payments were earned during the three and nine months ended September 30, 2020. The Company evaluated whether the remaining milestones are considered probable of being reached and determined that their achievement is highly dependent on factors outside of the Company’s control. Therefore, these payments have been fully constrained and are not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the three and nine months ended September 30, 2021 or 2020. Pfizer Agreement In October 2014, the Company entered into a drug discovery collaboration and option agreement with Array BioPharma, Inc. (“Array,” acquired by Pfizer Inc. (“Pfizer”) in July 2019) whereby Array provided services to facilitate the discovery, optimization and development of small molecule compounds that bind and specifically inhibit KRAS G12C. In June 2017, the two parties entered into a second, separate discovery collaboration and option agreement whereby Array provided services to facilitate the discovery, optimization and development of small molecule compounds that bind and specifically inhibit KRAS G12D. Both agreements established an option mechanism which enabled the Company to elect an exclusive worldwide license under the technology for the development and commercialization of certain products based on these compounds. Under these agreements, following the joint discovery periods, which have since concluded, the Company exercised its options to retain exclusive worldwide licenses to develop, manufacture and commercialize inhibitors of KRAS G12C and KRAS G12D, including, but not limited to, MRTX849 (adagrasib is the provisionally filed name for MRTX849) and MRTX1133. Under each agreement, Pfizer is entitled to potential development milestone payments of up to $9.3 million from the Company, and tiered sales milestone payments of up to $337.0 million based upon worldwide net sales, and tiered royalties in the high single digits to mid-teens on worldwide net sales of products arising from the collaborations. Under the agreements, the Company has incurred $9.5 million in development milestone payments from inception through September 30, 2021. The royalty term for each agreement is payable on a country-by-country and product-by-product basis, and separately will terminate at the later of (i) the date of expiration of the last valid patent claim within the collaboration patent rights or the Pfizer background technology covering such product in the country in which such product is sold at the time of such sale, or (ii) ten years after the first commercial sale of such product in such country. The Company may terminate each agreement at any time by providing 60 days prior written notice to Pfizer. Either party may terminate each agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach or upon certain bankruptcy events. For the three months ended September 30, 2021, the Company did not incur expenses under these agreements. For the three months ended September 30, 2020, the Company incurred expenses under these agreements with Pfizer of $0.3 million relating to a milestone payment for initiation of the first regulatory toxicology study for MRTX1133. For the nine months ended September 30, 2021, the Company incurred expenses under these agreements of $5.0 million related to initiation of the first Phase 3 trial for adagrasib. For the nine months ended September 30, 2020, the Company incurred expenses of $4.8 million, consisting of a $3.0 million milestone payment for initiation of the first Phase 2 trial for adagrasib, a $0.3 million milestone payment for initiation of the first regulatory toxicology study for MRTX1133, and $1.5 million in research and development services. ORIC Pharmaceuticals Agreement Terms of Agreement On August 3, 2020, the Company entered into a license agreement with ORIC Pharmaceuticals, Inc. (“ORIC”) pursuant to which the Company granted to ORIC an exclusive, worldwide license to develop and commercialize the Company’s allosteric polycomb repressive complex 2 (“PRC2”) inhibitors for all indications (the “ORIC Agreement”). In accordance with the terms of the ORIC Agreement, in exchange for such license, ORIC issued 588,235 shares of its common stock (the “Shares”) to the Company on August 3, 2020. The Shares were issued under a stock issuance agreement entered into between ORIC and the Company, dated August 3, 2020. During the eighteen-month period following the date of the stock issuance agreement, the Company is subject to certain transfer restrictions. ORIC is not obligated to pay the Company milestone payments or royalty payments under the ORIC Agreement. Unless terminated earlier, the ORIC Agreement will continue in effect on a country-by-country and licensed product-by-licensed product basis until the later (a) the expiration of the last valid claim of a licensed patent covering such licensed product in such country or (b) ten years after the first commercial sale of such licensed product in such country. Following the expiration of the ORIC Agreement, ORIC will retain its licenses under the intellectual property the Company licensed to ORIC on a royalty-free basis. The Company and ORIC may each terminate the ORIC Agreement if the other party materially breaches the terms of such agreement, subject to specified notice and cure provisions, or enters into bankruptcy or insolvency proceedings. The Company may terminate this agreement if ORIC challenges any of the patent rights licensed to ORIC by the Company or if ORIC discontinues development of licensed products for a specified period of time. ORIC also has the right to terminate the ORIC Agreement without cause by providing prior written notice to the Company. Revenue Recognition The Company accounted for the ORIC Agreement under Topic 606 and identified the granting of an exclusive, worldwide license to develop and commercialize the Company’s allosteric PRC2 inhibitors for all indications as a distinct performance obligation since ORIC can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In determining the transaction price, the Company received the Shares as non-cash consideration. The Company allocated the entire transaction price to the distinct performance obligation described above, and the license and related know-how was transferred to ORIC during the third quarter of 2020. Therefore, the Company recognized the entire transaction price during 2020 and classified the amount as license and collaboration revenues in its condensed consolidated statements of operations and comprehensive loss. The Shares are carried at fair value and are recorded on the condensed consolidated balance sheet as a long-term investment. Any change in fair value is recorded within other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. The value of the long-term investment is determined by utilizing a Level 3 fair value measurement as further described in Note 4. Zai Agreement Terms of Agreement On May 28, 2021, the Company and Zai Lab Ltd. (“Zai”) entered into a Collaboration and License Agreement (the “Zai Agreement”), pursuant to which the Company and Zai agreed to collaboratively develop adagrasib in China, Hong Kong, Macau and Taiwan (collectively, the “Zai Licensed Territory”). Under the Zai Agreement, the Company granted Zai the rights to research, develop, manufacture and exclusively commercialize adagrasib in all indications in the Zai Licensed Territory, with the Company retaining exclusive rights for the development, manufacture and commercialization of adagrasib outside the Zai Licensed Territory and certain co-commercialization, manufacture, and development rights in the Zai Licensed Territory. Zai is obligated to participate in selected global, registration-enabling clinical trials and enroll patients in the Zai Licensed Territory at Zai’s expense. As consideration for the rights granted to Zai under the Zai Agreement, Zai agreed to pay the Company a non-refundable, non-creditable up-front fee of $65.0 million. Under the Zai Agreement, the Company is entitled to potential development and regulatory-based milestone payments of up to $93.0 million, and tiered sales milestone payments of up to $180.0 million based on net sales in the Zai Licensed Territory. The Zai Agreement additionally provides that Zai is obligated to pay to the Company royalties at tiered percentage rates ranging from the high-teens to the low-twenties on annual net sales of licensed products in the Zai Licensed Territory, subject to reduction under specified circumstances. The Zai Agreement also provides that the Company will supply Zai with adagrasib for use in Zai’s development activities in the Zai Licensed Territory at Zai's expense. The Zai Agreement will terminate on a licensed product-by-licensed product basis and on a region-by-region basis in the Zai Licensed Territory, upon the later to occur of (i) the date of expiration of the last valid claim covering such licensed product in such region, (ii) the date that is ten years after the date of the first commercial sale in such region and (iii) the expiration date of any regulatory exclusivity for such licensed product in such region, or for a co-commercialized product on the date the parties agree to terminate such co-commercialization, or in its entirety upon the expiration of all payment obligations under the Zai Agreement. Zai may terminate the Zai Agreement at any time by providing 12 months’ notice to the Company. Either party may terminate the Zai Agreement upon a material breach by the other party that remains uncured or upon certain bankruptcy events. In addition, the Company may terminate the Zai Agreement if Zai challenges the licensed patent rights. Revenue Recognition The Company evaluated the Zai Agreement under Topic 606. The Company determined that two performance obligations existed: (1) the license to intellectual property, bundled with the associated know-how and (2) the Company's initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory. At the time it entered into the Zai Agreement, the Company determined the transaction price was equal to $66.6 million, which includes the up-front fee and other incidental amounts. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success, forecasted costs for manufacturing clinical supplies and cost savings related to Zai's participation in selected trials. The Company allocated the full transaction price to the license to the Company’s intellectual property, bundled with the associated know-how. The Company concluded the variable payments related to the Company’s initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory relate specifically to the Company’s efforts to satisfy this performance obligation and the obligation to provide the initial clinical supply approximates the stand-alone selling price. Payments under the Zai Agreement are subject to foreign tax withholdings. Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to Zai during the three months ended September 30, 2021, therefore, the Company recognized revenue of $66.6 million as license and collaboration revenues and $3.3 million as income tax expense in its condensed consolidated statements of operations and comprehensive loss. Manufacturing Supply Services. The Company’s initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory represents a distinct performance obligation. As such, the Company will recognize revenue when Zai obtains control of the goods. No revenue related to this performance obligation was recognized for the three and nine months ended September 30, 2021. The Company may also become responsible for manufacturing adagrasib for commercial supply and will receive reimbursement that approximates stand-alone selling prices. Milestone Payments. The Company is entitled to development milestone payments and certain regulatory and sales milestone payments which are paid upon achievement of the development milestones, upon receipt of regulatory approvals and annual net sales thresholds within the Zai Licensed Territory under the Zai Agreement. The Company evaluated whether or not the milestones are considered probable of being reached and determined that their achievement is highly dependent on factors outside of the Company’s control. These payments have been fully constrained and therefore are not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint and, if necessary, adjust its estimate of the overall transaction price. Any such adjustments will be recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the three and nine months ended September 30, 2021. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Warrants | Warrants As of September 30, 2021, the following warrants for common stock were issued and outstanding: Issue date Expiration date Exercise price Number of warrants outstanding January 11, 2017 None $ 0.001 3,578,036 November 20, 2017 None $ 0.001 3,669,360 June 11, 2018 None $ 0.001 358,415 7,605,811 During the three months ended September 30, 2021, no warrants were exercised. During the nine months ended September 30, 2021, 623,821 warrants for shares of the Company’s common stock were exercised via cashless exercise, resulting in the issuance of 623,814 shares of common stock. During the three months ended September 30, 2020, no warrants were exercised. During the nine months ended September 30, 2020, 600,006 warrants for shares of the Company’s common stock were exercised via cashless exercise, resulting in the issuance of 600,000 shares of common stock. ’ Equity Sale of Common Stock In October 2020, the Company sold 4,585,706 shares of its common stock at a public offering price of $202.00 per share. After deducting underwriter discounts, commissions and estimated offering expenses, the Company received net proceeds from the transaction of $879.6 million. In January 2020, the Company sold 3,538,462 shares of its common stock at a public offering price of $97.50 per share. After deducting underwriter discounts, commissions and offering expenses, the Company received net proceeds from the transaction of $324.0 million. At the Market Facility On July 2, 2020, the Company entered into a sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $200.0 million. On July 2, 2021, the Company entered into an amended and restated sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $500.0 million. As of September 30, 2021, the Company has not offered or sold any shares of common stock pursuant to this sales agreement. Share-based Compensation Total share-based compensation expense by statement of operations and comprehensive loss classification is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development expense $ 15,701 $ 12,556 $ 46,704 $ 35,861 General and administrative expense 11,232 9,195 32,920 28,243 $ 26,933 $ 21,751 $ 79,624 $ 64,104 During the three and nine months ended September 30, 2021, 158,139 and 695,171 shares of common stock were issued under the Company’s equity incentive plans, generating net proceeds of $8.2 million and $24.7 million, respectively. During the three and nine months ended September 30, 2020, 272,158 and 1,092,468 shares of common stock were issued under the Company’s equity incentive plans, generating net proceeds of $12.4 million and $36.3 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies On June 30, 2020, the Company entered into an amended and restated lease agreement (the “Amended and Restated Lease”) for office and laboratory space located in San Diego, California, for the Company’s new corporate headquarters. The Amended and Restated Lease supersedes in its entirety the original lease agreement for the Company’s future corporate headquarters dated as of August 22, 2019. The Amended and Restated Lease has a lease term of 12 years (“Lease Term”), unless terminated earlier. The Lease Term has an initial abatement period, and the initial base rent payable will be approximately $0.6 million per month following the abatement period, which amount will increase by 3% per year over the Lease Term. The Company has also received incentives from the landlord for tenant improvements. During 2020, the underlying asset was available for use by the Company to construct tenant improvements and therefore, the Lease Term was considered to have commenced. The Amended and Restated Lease is considered to be an operating lease, and the Amended and Restated Lease indicates the interest rate applicable to the lease is 12% and, therefore, the Company used a discount rate of 12% to calculate the value of its lease payments over the Lease Term. As of September 30, 2021, the condensed consolidated balance sheet includes an operating right-of-use asset of $38.2 million and a total operating lease liability of $45.8 million, of which $0.3 million is current lease liability and included in other accrued expenses, and $45.5 million is included in non-current lease liability. As of December 31, 2020, the consolidated balance sheet includes an operating right-of-use asset of $39.9 million and an operating lease liability of $41.9 million. For the three and nine months ended September 30, 2021, the Company recorded $1.9 million and $5.9 million in operating lease expense, respectively. As of September 30, 2021, the approximate future minimum lease payments under the Amended and Restated Lease are as follows (in thousands): Operating Lease 2021 - remainder $ — 2022 1,681 2023 7,844 2024 8,080 2025 8,322 Thereafter 68,257 Total operating lease payments (†) 94,184 Less: Amount representing interest (48,353) Total lease liability $ 45,831 ____________________ † The Company has an early termination right 7 years into the lease term, in which the total contractual obligation would be reduced by $41.1 million. On June 24, 2014, the Company entered into a lease agreement for completed office and laboratory space located in San Diego, California. The office space under the lease was the Company’s corporate headquarters. The lease commenced in two phases (in July 2014 and March 2015) at a combined total initial monthly rent of $24,100 per month and was subject to a |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Shareholders' Equity | Warrants As of September 30, 2021, the following warrants for common stock were issued and outstanding: Issue date Expiration date Exercise price Number of warrants outstanding January 11, 2017 None $ 0.001 3,578,036 November 20, 2017 None $ 0.001 3,669,360 June 11, 2018 None $ 0.001 358,415 7,605,811 During the three months ended September 30, 2021, no warrants were exercised. During the nine months ended September 30, 2021, 623,821 warrants for shares of the Company’s common stock were exercised via cashless exercise, resulting in the issuance of 623,814 shares of common stock. During the three months ended September 30, 2020, no warrants were exercised. During the nine months ended September 30, 2020, 600,006 warrants for shares of the Company’s common stock were exercised via cashless exercise, resulting in the issuance of 600,000 shares of common stock. ’ Equity Sale of Common Stock In October 2020, the Company sold 4,585,706 shares of its common stock at a public offering price of $202.00 per share. After deducting underwriter discounts, commissions and estimated offering expenses, the Company received net proceeds from the transaction of $879.6 million. In January 2020, the Company sold 3,538,462 shares of its common stock at a public offering price of $97.50 per share. After deducting underwriter discounts, commissions and offering expenses, the Company received net proceeds from the transaction of $324.0 million. At the Market Facility On July 2, 2020, the Company entered into a sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $200.0 million. On July 2, 2021, the Company entered into an amended and restated sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $500.0 million. As of September 30, 2021, the Company has not offered or sold any shares of common stock pursuant to this sales agreement. Share-based Compensation Total share-based compensation expense by statement of operations and comprehensive loss classification is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development expense $ 15,701 $ 12,556 $ 46,704 $ 35,861 General and administrative expense 11,232 9,195 32,920 28,243 $ 26,933 $ 21,751 $ 79,624 $ 64,104 During the three and nine months ended September 30, 2021, 158,139 and 695,171 shares of common stock were issued under the Company’s equity incentive plans, generating net proceeds of $8.2 million and $24.7 million, respectively. During the three and nine months ended September 30, 2020, 272,158 and 1,092,468 shares of common stock were issued under the Company’s equity incentive plans, generating net proceeds of $12.4 million and $36.3 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for the full year. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Reported amounts and footnote disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. Any revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Cash and Cash Equivalents | Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. |
Short-term Investments | Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. |
Concentration of Credit Risk | Concentration of Credit Risk The Company invests its excess cash in accordance with its investment policy. The Company’s investments are comprised primarily of commercial paper and debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The Company mitigates credit risk by maintaining a diversified portfolio and |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in connection with certain collaboration and license agreements in accordance with the guidance of Revenue From Contracts With Customers, Accounting Standards Codification (“ASC”) Topic 606 (“Topic 606”). Under Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For operating leases, if the interest rate used to determine the present value of future lease payments it not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components. |
Net Loss per Share | Net Loss per ShareBasic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as they are anti-dilutive. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period, as well as certain shares that are contingently issuable. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements, as well as restricted stock units. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted and Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities not included in the Calculation of Diluted Net Loss per Share | The following table presents the weighted-average number of common share equivalents, calculated using the treasury stock method, as well as certain shares that are contingently issuable, not included in the calculation of diluted net loss per share due to the anti-dilutive effect of the securities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common stock options 2,244,669 2,415,979 2,445,016 2,262,174 Common stock warrants 7,605,764 9,092,807 7,749,909 9,451,913 Unvested restricted stock units 658,971 398,263 597,542 314,588 Total 10,509,404 11,907,049 10,792,467 12,028,675 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | The following tables summarize the Company’s short-term investments (in thousands): As of September 30, 2021 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 215,349 $ 18 $ (41) $ 215,326 Commercial paper 1 year or less 528,373 81 (1) 528,453 U.S. Agency bonds 1 year or less 75,244 9 (1) 75,252 U.S. Treasury bills 2 years or less 83,723 22 (10) 83,735 Sovereign debt securities 1 year or less 9,030 — (2) 9,028 $ 911,719 $ 130 $ (55) $ 911,794 As of December 31, 2020 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 130,814 $ 160 $ (4) $ 130,970 Commercial paper 1 year or less 240,725 58 (18) 240,765 U.S. Agency bonds 2 years or less 83,227 37 (1) 83,263 U.S. Treasury bills 2 years or less 49,539 10 (3) 49,546 $ 504,305 $ 265 $ (26) $ 504,544 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the assets measured at fair value on a recurring basis (in thousands): September 30, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 65,842 $ 65,842 $ — $ — Money market funds 176,782 176,782 — — Total cash and cash equivalents 242,624 242,624 — — Short-term investments: U.S. Treasury bills 83,735 83,735 — — Corporate debt securities 215,326 — 215,326 — Commercial paper 528,453 — 528,453 — U.S. Agency bonds 75,252 — 75,252 — Sovereign debt securities 9,028 — 9,028 — Total short-term investments 911,794 83,735 828,059 — Long-term investment: ORIC Pharmaceuticals, Inc. 11,253 — — 11,253 Total $ 1,165,671 $ 326,359 $ 828,059 $ 11,253 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 20,398 $ 20,398 $ — $ — Money market funds 865,164 865,164 — — Total cash and cash equivalents 885,562 885,562 — — Short-term investments: U.S. Treasury bills 49,546 49,546 — — Corporate debt securities 130,970 — 130,970 — Commercial paper 240,765 — 240,765 — U.S. Agency bonds 83,263 — 83,263 — Total short-term investments 504,544 49,546 454,998 — Long-term investment: ORIC Pharmaceuticals, Inc. 15,629 — — 15,629 Total $ 1,405,735 $ 935,108 $ 454,998 $ 15,629 |
Schedule of Changes in Estimated Fair Value of Assets with Unobservable Inputs | The following table presents the changes in estimated fair value of the Company’s asset measured using significant unobservable inputs (Level 3) (in thousands): September 30, Balance - December 31, 2020 $ 15,629 Change in fair value (4,376) Balance - September 30, 2021 $ 11,253 |
Other Current Assets and Othe_2
Other Current Assets and Other Long-Term Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): September 30, December 31, Prepaid expenses 13,173 8,158 Deposits and other receivables 2,346 3,075 Interest receivable 1,957 2,304 $ 17,476 $ 13,537 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued clinical expense 18,956 19,221 Accrued manufacturing expense 27,988 13,019 Accrued development expense 9,103 5,439 Accrued compensation and benefits 16,763 13,964 Other accrued expenses 6,346 1,712 $ 79,156 $ 53,355 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Issued and Outstanding | As of September 30, 2021, the following warrants for common stock were issued and outstanding: Issue date Expiration date Exercise price Number of warrants outstanding January 11, 2017 None $ 0.001 3,578,036 November 20, 2017 None $ 0.001 3,669,360 June 11, 2018 None $ 0.001 358,415 7,605,811 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | As of September 30, 2021, the approximate future minimum lease payments under the Amended and Restated Lease are as follows (in thousands): Operating Lease 2021 - remainder $ — 2022 1,681 2023 7,844 2024 8,080 2025 8,322 Thereafter 68,257 Total operating lease payments (†) 94,184 Less: Amount representing interest (48,353) Total lease liability $ 45,831 ____________________ † The Company has an early termination right 7 years into the lease term, in which the total contractual obligation would be reduced by $41.1 million. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation Allocation | Total share-based compensation expense by statement of operations and comprehensive loss classification is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development expense $ 15,701 $ 12,556 $ 46,704 $ 35,861 General and administrative expense 11,232 9,195 32,920 28,243 $ 26,933 $ 21,751 $ 79,624 $ 64,104 |
Description of Business - Narra
Description of Business - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Securities | |
Minimum original maturity period of marketable securities | 90 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 10,509,404 | 11,907,049 | 10,792,467 | 12,028,675 |
Common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 2,244,669 | 2,415,979 | 2,445,016 | 2,262,174 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 7,605,764 | 9,092,807 | 7,749,909 | 9,451,913 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 658,971 | 398,263 | 597,542 | 314,588 |
Investments - Summary (Details)
Investments - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 911,719 | $ 504,305 |
Gross unrealized gains | 130 | 265 |
Gross unrealized losses | (55) | (26) |
Estimated fair value | 911,794 | 504,544 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 215,349 | 130,814 |
Gross unrealized gains | 18 | 160 |
Gross unrealized losses | (41) | (4) |
Estimated fair value | $ 215,326 | $ 130,970 |
Corporate debt securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 2 years | 2 years |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 528,373 | $ 240,725 |
Gross unrealized gains | 81 | 58 |
Gross unrealized losses | (1) | (18) |
Estimated fair value | $ 528,453 | $ 240,765 |
Commercial paper | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 1 year | 1 year |
U.S. Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 75,244 | $ 83,227 |
Gross unrealized gains | 9 | 37 |
Gross unrealized losses | (1) | (1) |
Estimated fair value | $ 75,252 | $ 83,263 |
U.S. Agency bonds | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 1 year | 2 years |
U.S. Treasury bills | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 83,723 | $ 49,539 |
Gross unrealized gains | 22 | 10 |
Gross unrealized losses | (10) | (3) |
Estimated fair value | $ 83,735 | $ 49,546 |
U.S. Treasury bills | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 2 years | 2 years |
Sovereign debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 9,030 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (2) | |
Estimated fair value | $ 9,028 | |
Sovereign debt securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 1 year |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Allowance for credit losses on available-for-sale investments | $ 0 | $ 0 |
ORIC | ||
Schedule of Investments [Line Items] | ||
Stock held in investment (shares) | 588,235 | 588,235 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 242,624 | $ 885,562 |
Investments | 911,794 | 504,544 |
Total | 1,165,671 | 1,405,735 |
U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 83,735 | 49,546 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 215,326 | 130,970 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 528,453 | 240,765 |
U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 75,252 | 83,263 |
Sovereign debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 9,028 | |
Long-term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 11,253 | 15,629 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 65,842 | 20,398 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 176,782 | 865,164 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 242,624 | 885,562 |
Investments | 83,735 | 49,546 |
Total | 326,359 | 935,108 |
Level 1 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 83,735 | 49,546 |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Sovereign debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Level 1 | Long-term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 65,842 | 20,398 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 176,782 | 865,164 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Investments | 828,059 | 454,998 |
Total | 828,059 | 454,998 |
Level 2 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 215,326 | 130,970 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 528,453 | 240,765 |
Level 2 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 75,252 | 83,263 |
Level 2 | Sovereign debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 9,028 | |
Level 2 | Long-term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 2 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Investments | 0 | 0 |
Total | 11,253 | 15,629 |
Level 3 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Sovereign debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Level 3 | Long-term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 11,253 | 15,629 |
Level 3 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2021 |
Volatility | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.680 |
Expected Term | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.3 |
Discount for Lack of Marketability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.085 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Assets with Unobservable Inputs (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 15,629 |
Change in fair value | (4,376) |
Balance at end of period | $ 11,253 |
Other Current Assets and Othe_3
Other Current Assets and Other Long-Term Assets - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 13,173 | $ 8,158 |
Deposits and other receivables | 2,346 | 3,075 |
Interest receivable | 1,957 | 2,304 |
Other current assets | $ 17,476 | $ 13,537 |
Other Current Assets and Othe_4
Other Current Assets and Other Long-Term Assets - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other long-term assets | $ 18,375 | $ 9,157 |
Deposits paid for research and development | 17,800 | 8,600 |
Security deposit for lease | $ 600 | $ 600 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Liabilities - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued clinical expense | $ 18,956 | $ 19,221 |
Accrued manufacturing expense | 27,988 | 13,019 |
Accrued development expense | 9,103 | 5,439 |
Accrued compensation and benefits | 16,763 | 13,964 |
Other accrued expenses | 6,346 | 1,712 |
Accrued liabilities | $ 79,156 | $ 53,355 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Other liabilities | $ 1,806 | $ 1,962 |
License and Collaboration Agr_2
License and Collaboration Agreements - Narrative (Details) | May 28, 2021USD ($) | Aug. 03, 2020shares | Jan. 07, 2018USD ($) | Oct. 31, 2014 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Oct. 01, 2014USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue recognized | $ 71,793,000 | $ 11,424,000 | $ 71,793,000 | $ 11,690,000 | ||||||||
Expenses related to collaboration agreement | 116,109,000 | 79,853,000 | 354,755,000 | 216,644,000 | ||||||||
Income tax expense | 3,299,000 | 0 | 3,299,000 | 0 | ||||||||
Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Expenses related to collaboration agreement | 4,800,000 | |||||||||||
BeiGene Agreement | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Up-front fee received | $ 10,000,000 | |||||||||||
Revenue from performance obligation expected to be earned | $ 123,000,000 | |||||||||||
Termination of contract, period after first commercial sale of product | 10 years | |||||||||||
Period required for notice of termination of contract | 60 days | |||||||||||
BeiGene Agreement | Maximum | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Royalty percentage rate (up to) | 0.20 | |||||||||||
BeiGene Agreement | Licenses of Intellectual Property | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Performance obligation, compensation to be earned | $ 9,500,000 | |||||||||||
BeiGene Agreement | Manufacturing Supply Services | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Performance obligation, compensation to be earned | $ 500,000 | |||||||||||
Revenue recognized | 100,000 | 0 | 100,000 | 300,000 | ||||||||
BeiGene Agreement | Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Milestone payments earned | 5,000,000 | 0 | 5,000,000 | 0 | ||||||||
BeiGene Agreement | Royalties | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Royalty revenue | 0 | 0 | 0 | 0 | ||||||||
Pfizer Agreement | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Termination of contract, period after first commercial sale of product | 10 years | |||||||||||
Period required for notice of termination of contract | 60 days | |||||||||||
Expenses related to collaboration agreement | 0 | |||||||||||
Pfizer Agreement | adagrasib | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Expenses related to collaboration agreement | 5,000,000 | |||||||||||
Pfizer Agreement | Milestone Payments | MRTX1133 | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Expenses related to collaboration agreement | $ 300,000 | 300,000 | ||||||||||
Pfizer Agreement | Milestone Payments | adagrasib | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Expenses related to collaboration agreement | 3,000,000 | |||||||||||
Pfizer Agreement | Development Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Milestone payments payable | $ 9,300,000 | |||||||||||
Milestone payments paid since inception | $ 9,500,000 | |||||||||||
Pfizer Agreement | Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Milestone payments payable | $ 337,000,000 | |||||||||||
Pfizer Agreement | Research and Development Services | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Expenses related to collaboration agreement | $ 1,500,000 | |||||||||||
ORIC Pharmaceuticals Agreement | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Stock received as part of stock issuance and license agreements (shares) | shares | 588,235 | |||||||||||
License agreement, period of transfer restrictions | 18 months | |||||||||||
License agreement, period of agreement after first commercial sale | 10 years | |||||||||||
Zai Agreement | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Up-front fee received | $ 65,000,000 | |||||||||||
Period required for notice of termination of contract | 12 months | |||||||||||
Transaction price of arrangement | $ 66,600,000 | |||||||||||
Termination of contract, period after first commercial sale of product | 10 years | |||||||||||
Zai Agreement | Licenses of Intellectual Property | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue recognized | 66,600,000 | |||||||||||
Income tax expense | 3,300,000 | |||||||||||
Zai Agreement | Manufacturing Supply Services | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue recognized | 0 | 0 | ||||||||||
Zai Agreement | Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from performance obligation expected to be earned | $ 180,000,000 | |||||||||||
Zai Agreement | Development and Regulatory Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from performance obligation expected to be earned | $ 93,000,000 | |||||||||||
Zai Agreement | Royalties | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Royalty revenue | $ 0 | $ 0 |
Warrants - Summary (Details)
Warrants - Summary (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Number of warrants outstanding (shares) | 7,605,811 | 7,605,811 | ||
Warrants exercised via cashless exercises (shares) | 0 | 0 | 623,821 | 600,006 |
Common stock issued from exercise of warrants (shares) | 623,814 | 600,000 | ||
January 11, 2017 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | $ 0.001 | ||
Number of warrants outstanding (shares) | 3,578,036 | 3,578,036 | ||
November 20, 2017 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | $ 0.001 | ||
Number of warrants outstanding (shares) | 3,669,360 | 3,669,360 | ||
June 11, 2018 Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | $ 0.001 | ||
Number of warrants outstanding (shares) | 358,415 | 358,415 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Right-of-use asset | $ 38,172,000 | $ 38,172,000 | $ 39,890,000 | ||
Operating lease liability, noncurrent | 45,520,000 | 45,520,000 | 41,905,000 | ||
Operating lease cost | $ 100,000 | $ 200,000 | |||
Current Headquarters | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum monthly rental expense | $ 1,900,000 | $ 5,900,000 | |||
Discount rate (as a percent) | 12.00% | 12.00% | |||
Right-of-use asset | $ 38,200,000 | $ 38,200,000 | 39,900,000 | ||
Operating lease liability | 45,831,000 | 45,831,000 | $ 41,900,000 | ||
Operating lease liability, current | 300,000 | 300,000 | |||
Operating lease liability, noncurrent | $ 45,500,000 | $ 45,500,000 | |||
Building | Future Headquarters | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 12 years | 12 years | |||
Minimum monthly rental expense | $ 600,000 | ||||
Annual rent increase (as a percent) | 3.00% | 3.00% | |||
Building | Current Headquarters | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum monthly rental expense | $ 24,100 | ||||
Annual rent increase (as a percent) | 3.00% | 3.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) - Current Headquarters - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
2021 - remainder | $ 0 | |
2022 | 1,681 | |
2023 | 7,844 | |
2024 | 8,080 | |
2025 | 8,322 | |
Thereafter | 68,257 | |
Total operating lease payments | 94,184 | |
Less: Amount representing interest | (48,353) | |
Total lease liability | $ 45,831 | $ 41,900 |
Number of years into lease before termination can occur | 7 years | |
Reduction of lease liability, amount | $ 41,100 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 02, 2021 | Dec. 31, 2020 | Jul. 02, 2020 | |
Class of Stock [Line Items] | |||||||||
Stock issued in transaction (shares) | 4,585,706 | 3,538,462 | |||||||
Sale price of common stock (USD per share) | $ 202 | $ 97.50 | |||||||
Proceeds from sale of stock | $ 879,600,000 | $ 324,000,000 | |||||||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Stock issued pursuant to stock option exercises (shares) | 158,139 | 272,158 | 695,171 | 1,092,468 | |||||
Proceeds from stock options exercised | $ 8,200,000 | $ 12,400,000 | $ 24,700,000 | $ 36,300,000 | |||||
At the Market Facility | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value (USD per share) | $ 0.001 | ||||||||
Aggregate offering price | $ 200,000,000 | ||||||||
Amended and Restated At the Market Facility | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value (USD per share) | $ 0.001 | ||||||||
Aggregate offering price | $ 500,000,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | $ 26,933 | $ 21,751 | $ 79,624 | $ 64,104 |
Research and development expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | 15,701 | 12,556 | 46,704 | 35,861 |
General and administrative expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | $ 11,232 | $ 9,195 | $ 32,920 | $ 28,243 |