Cover Page
Cover Page - $ / shares | 9 Months Ended | |||
Sep. 30, 2020 | Oct. 30, 2020 | Dec. 31, 2019 | Jul. 02, 2018 | |
Cover [Abstract] | ||||
Document Type | 10-Q | |||
Document Quarterly Report | true | |||
Document Period End Date | Sep. 30, 2020 | |||
Document Transition Report | false | |||
Entity File Number | 001-38558 | |||
Entity Registrant Name | TRICIDA, INC. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 46-3372526 | |||
Entity Address, Address Line One | 7000 Shoreline Court | |||
Entity Address, Address Line Two | Suite 201 | |||
Entity Address, City or Town | South San Francisco | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 94080 | |||
City Area Code | 415 | |||
Local Phone Number | 429-7800 | |||
Title of 12(b) Security | Common stock, par value $0.001 per share | |||
Trading Symbol | TCDA | |||
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 | 50,184,500 | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Amendment Flag | false | |||
Document Fiscal Year Focus | 2020 | |||
Document Fiscal Period Focus | Q3 | |||
Entity Central Index Key | 0001595585 | |||
Current Fiscal Year End Date | --12-31 | |||
Common Stock, No Par Value | $ 0.001 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 29,712 | $ 18,574 |
Short-term investments | 288,284 | 289,424 |
Prepaid expenses and other current assets | 8,063 | 4,744 |
Total current assets | 326,059 | 312,742 |
Long-term investments | 57,629 | 46,980 |
Property and equipment, net | 1,782 | 2,728 |
Operating lease right-of-use assets | 14,204 | 9,376 |
Total assets | 399,674 | 371,826 |
Current liabilities: | ||
Accounts payable | 1,787 | 5,911 |
Current operating lease liabilities | 1,822 | 1,072 |
Current Term Loan | 13,714 | 0 |
Accrued expenses and other current liabilities | 29,260 | 32,780 |
Total current liabilities | 46,583 | 39,763 |
Non-current Term Loan, net | 61,957 | 58,374 |
Convertible Senior Notes, net | 116,625 | 0 |
Non-current operating lease liabilities | 13,458 | 8,783 |
Other long-term liabilities | 278 | 1,023 |
Total liabilities | 238,901 | 107,943 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 40,000,000 shares authorized, no shares issued or outstanding as of September 30, 2020 and December 31, 2019. | 0 | 0 |
Common stock, $0.001 par value; 400,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 50,184,240 and 49,763,176 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. | 50 | 50 |
Additional paid-in capital | 739,247 | 632,647 |
Accumulated other comprehensive income (loss) | 432 | 193 |
Accumulated deficit | (578,956) | (369,007) |
Total stockholders’ equity | 160,773 | 263,883 |
Total liabilities and stockholders’ equity | $ 399,674 | $ 371,826 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 50,184,240 | 49,763,176 |
Common stock, shares outstanding (in shares) | 50,184,240 | 49,763,176 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 42,996 | $ 31,976 | $ 121,134 | $ 92,375 |
General and administrative | 29,273 | 13,120 | 81,217 | 28,333 |
Total operating expenses | 72,269 | 45,096 | 202,351 | 120,708 |
Loss from operations | (72,269) | (45,096) | (202,351) | (120,708) |
Other income (expense), net | 907 | 2,387 | 4,395 | 6,256 |
Interest expense | (6,267) | (1,410) | (12,043) | (4,190) |
Loss before income taxes | (77,629) | (44,119) | (209,999) | (118,642) |
Income tax benefit (expense) | (36) | 0 | 50 | 0 |
Net loss | (77,665) | (44,119) | (209,949) | (118,642) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on available-for-sale investments, net of tax | (431) | (143) | 239 | 639 |
Total comprehensive loss | $ (78,096) | $ (44,262) | $ (209,710) | $ (118,003) |
Net loss per share, basic and diluted (in USD per share) | $ (1.55) | $ (0.89) | $ (4.20) | $ (2.53) |
Weighted-average number of shares outstanding, basic and diluted (in shares) | 50,120,086 | 49,418,025 | 49,974,388 | 46,813,876 |
CONDENSED STATEMENTS STOCKHOLDE
CONDENSED STATEMENTS STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 42,148,247 | ||||
Beginning balance at Dec. 31, 2018 | $ 194,525 | $ 42 | $ 386,830 | $ (153) | $ (192,194) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 527,859 | ||||
Issuance of common stock under equity incentive plans | 737 | $ 1 | 736 | ||
Issuance of warrant in connection with Term Loan | 284 | 284 | |||
Stock-based compensation | 2,658 | 2,658 | |||
Net unrealized gain (loss) on available-for-sale investments | 302 | 302 | |||
Net loss | (37,897) | (37,897) | |||
Ending balance (in shares) at Mar. 31, 2019 | 42,676,106 | ||||
Ending balance at Mar. 31, 2019 | 160,609 | $ 43 | 390,508 | 149 | (230,091) |
Beginning balance (in shares) at Dec. 31, 2018 | 42,148,247 | ||||
Beginning balance at Dec. 31, 2018 | 194,525 | $ 42 | 386,830 | (153) | (192,194) |
Total Stockholders’ Equity | |||||
Net unrealized gain (loss) on available-for-sale investments | 639 | ||||
Net loss | (118,642) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 49,531,916 | ||||
Ending balance at Sep. 30, 2019 | 311,623 | $ 50 | 621,923 | 486 | (310,836) |
Beginning balance (in shares) at Mar. 31, 2019 | 42,676,106 | ||||
Beginning balance at Mar. 31, 2019 | 160,609 | $ 43 | 390,508 | 149 | (230,091) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 160,339 | ||||
Issuance of common stock under equity incentive plans | 959 | 959 | |||
Issuance of common stock in connection with public offering, net of underwriter discounts and issue costs (in shares) | 6,440,000 | ||||
Issuance of common stock in connection with public offering, net of underwriter discounts and issuance costs | 217,009 | $ 6 | 217,003 | ||
Stock-based compensation | 4,413 | 4,413 | |||
Net unrealized gain (loss) on available-for-sale investments | 480 | 480 | |||
Net loss | (36,626) | (36,626) | |||
Ending balance (in shares) at Jun. 30, 2019 | 49,276,445 | ||||
Ending balance at Jun. 30, 2019 | 346,844 | $ 49 | 612,883 | 629 | (266,717) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 255,471 | ||||
Issuance of common stock under equity incentive plans | 359 | $ 1 | 358 | ||
Stock-based compensation | 8,682 | 8,682 | |||
Net unrealized gain (loss) on available-for-sale investments | (143) | (143) | |||
Net loss | (44,119) | (44,119) | |||
Ending balance (in shares) at Sep. 30, 2019 | 49,531,916 | ||||
Ending balance at Sep. 30, 2019 | $ 311,623 | $ 50 | 621,923 | 486 | (310,836) |
Beginning balance (in shares) at Dec. 31, 2019 | 49,763,176 | 49,763,176 | |||
Beginning balance at Dec. 31, 2019 | $ 263,883 | $ 50 | 632,647 | 193 | (369,007) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 150,056 | ||||
Issuance of common stock under equity incentive plans | 550 | 550 | |||
Stock-based compensation | 8,374 | 8,374 | |||
Net unrealized gain (loss) on available-for-sale investments | (232) | (232) | |||
Net loss | (74,114) | (74,114) | |||
Ending balance (in shares) at Mar. 31, 2020 | 49,913,232 | ||||
Ending balance at Mar. 31, 2020 | $ 198,461 | $ 50 | 641,571 | (39) | (443,121) |
Beginning balance (in shares) at Dec. 31, 2019 | 49,763,176 | 49,763,176 | |||
Beginning balance at Dec. 31, 2019 | $ 263,883 | $ 50 | 632,647 | 193 | (369,007) |
Total Stockholders’ Equity | |||||
Net unrealized gain (loss) on available-for-sale investments | 239 | ||||
Net loss | $ (209,949) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 50,184,240 | 50,184,240 | |||
Ending balance at Sep. 30, 2020 | $ 160,773 | $ 50 | 739,247 | 432 | (578,956) |
Beginning balance (in shares) at Mar. 31, 2020 | 49,913,232 | ||||
Beginning balance at Mar. 31, 2020 | 198,461 | $ 50 | 641,571 | (39) | (443,121) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 126,355 | ||||
Issuance of common stock under equity incentive plans | 1,098 | 1,098 | |||
Issuance of warrant in connection with Term Loan | 112 | 112 | |||
Equity component of Convertible Senior Notes, net of underwriter discounts and issuance costs | 79,498 | 79,498 | |||
Stock-based compensation | 9,079 | 9,079 | |||
Net unrealized gain (loss) on available-for-sale investments | 902 | 902 | |||
Net loss | (58,170) | (58,170) | |||
Ending balance (in shares) at Jun. 30, 2020 | 50,039,587 | ||||
Ending balance at Jun. 30, 2020 | 230,980 | $ 50 | 731,358 | 863 | (501,291) |
Total Stockholders’ Equity | |||||
Issuance of common stock under equity incentive plans (in shares) | 75,837 | ||||
Issuance of common stock under equity incentive plans | 234 | 234 | |||
Issuance of common stock upon exercise of warrants in connection with Term Loan (in shares) | 68,816 | ||||
Issuance of common stock upon exercises of warrants in connection with Term Loan | 0 | ||||
Stock-based compensation | 7,655 | 7,655 | |||
Net unrealized gain (loss) on available-for-sale investments | (431) | (431) | |||
Net loss | $ (77,665) | (77,665) | |||
Ending balance (in shares) at Sep. 30, 2020 | 50,184,240 | 50,184,240 | |||
Ending balance at Sep. 30, 2020 | $ 160,773 | $ 50 | $ 739,247 | $ 432 | $ (578,956) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net loss | $ (209,949) | $ (118,642) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 716 | 524 |
Non-cash operating lease costs | 597 | 646 |
Accretion (amortization) of premiums and discounts on investments | (264) | (3,143) |
Accretion of Term Loan and Convertible Senior Notes | 5,246 | 1,564 |
Stock-based compensation | 25,108 | 15,753 |
Changes in fair value of compound derivative liability | (699) | 259 |
Other non-cash items | (50) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (3,341) | (1,562) |
Accounts payable | (4,113) | (4,235) |
Accrued expenses and other liabilities | (2,069) | 9,544 |
Operating lease liabilities | 0 | (584) |
Net cash used in operating activities | (188,818) | (99,876) |
Investing activities: | ||
Purchases of investments | (276,958) | (375,385) |
Maturities of investments | 268,015 | 252,155 |
Purchases of property and equipment | (1,197) | (1,117) |
Net cash used in investing activities | (10,140) | (124,347) |
Financing activities: | ||
Proceeds from equity offerings, net | 0 | 217,930 |
Payments of equity offering costs | 0 | (921) |
Proceeds from issuance of common stock under equity incentive plans | 1,897 | 1,944 |
Proceeds from Convertible Senior Notes, net | 193,285 | 0 |
Repayment of leasehold improvement loan | (57) | (85) |
Proceeds (payments) under Term Loan, net | 14,971 | (1,449) |
Net cash provided by financing activities | 210,096 | 217,419 |
Net increase (decrease) in cash and cash equivalents | 11,138 | (6,804) |
Cash and cash equivalents at beginning of period | 18,574 | 37,172 |
Cash and cash equivalents at end of period | 29,712 | 30,368 |
Supplemental disclosures | ||
Cash paid for interest | 4,137 | 2,504 |
Supplemental disclosures of non-cash investing and financing activities | ||
Issuance of warrants related to Term Loan | 112 | 284 |
Purchases of property and equipment included in accounts payable and accrued expenses | 644 | 271 |
Right-of-use assets obtained in exchange for lease obligations | $ 5,820 | $ 8,084 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Organization —Tricida, Inc., or the Company, was incorporated in the state of Delaware on May 22, 2013 and was granted its certification of qualification in the state of California on August 5, 2013, or inception. The Company is focused on the development and commercialization of its investigational drug candidate, veverimer (also known as TRC101), a non-absorbed, orally-administered polymer designed to treat metabolic acidosis in patients with chronic kidney disease. The Company has sustained operating losses and expects such annual losses to continue over the next several years. The Company’s ultimate success depends on the outcome of its research and development and commercialization activities for veverimer, for which it expects to incur additional losses in the future. Through September 30, 2020, the Company has relied primarily on the proceeds from equity offerings and debt financing to finance its operations. The Company recognizes that it may need to raise additional capital to fully implement its business plan, and if market conditions are favorable or if the Company identifies specific strategic opportunities or needs, intends to do so through the issuance of equity, borrowings, or strategic alliances with partner companies. However, if such financing is not available at adequate levels or on reasonable terms, the Company will need to reevaluate its operating plans and could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate some of its development programs or its future commercialization efforts, out-license intellectual property rights to its investigational drug candidates and sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on its business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. Basis of Presentation —The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The condensed balance sheet as of September 30, 2020, the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed statements of stockholders' equity for the three and nine months ended September 30, 2020 and 2019 and the condensed statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2019 has been derived from audited financial statements. Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES With the exception of the change for the accounting of credit losses as a result of the adoption of Accounting Standards Update, or ASU, 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, that are of significance, or potential significance, to the Company. Credit Losses The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company's investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. Unrealized losses or impairments resulting from the fair value of any available-for-sale debt security exceeding its amortized cost basis are evaluated for identification of credit losses and non-credit related losses. Any credit losses are charged to earnings against the allowance for credit losses of the debt security, limited to the difference between the fair value and the amortized cost basis of the debt security. Any difference between the fair value of the debt security and the amortized cost basis, less the allowance for expected credit losses, are reported in other comprehensive income (loss). Expected cash inflows due to improvements in credit are recognized through a reversal of the allowance for expected credit losses subject to the total allowance previously recognized. The Company’s expected loss allowance methodology for the debt securities was developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the allowance for expected credit losses was not significantly impacted. As of September 30, 2020, the Company has not recognized an allowance for expected credit losses related to available-for-sale investments as the Company has not identified any unrealized losses for these investments attributable to credit factors. Recent Accounting Pronouncements Adopted Standards Effective January 1, 2020, the Company adopted ASU No. 2016-13, which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 on January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of ASU 2016-13 did not have a significant impact on the Company's condensed financial statements. See "Credit Losses" above for a description of the Company's credit losses accounting policy. Standards Not Yet Effective In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , or ASU 2019-12, which simplifies the accounting for income taxes. ASU 2019-12 is effective for public business entities for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2020 on a prospective basis, and early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 will have a significant impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), or ASU 2020-06. ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification, or ASC, 470-20, Debt – Debt with Conversion and Other Options , or ASC 470-20, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share |
FAIR VALUE MEASUREMENTS AND FAI
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in the FASB's ASC Topic 820, Fair Value Measurements and Disclosures, or Topic 820. Topic 820 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 most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of Topic 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 —Observable inputs, such as quoted prices in active markets; Level 2 —Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life; and Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Our financial instruments consist primarily of cash and cash equivalents, short-term and long-term investments, accounts payable, the Loan and Security Agreement, or Term Loan, entered into with Hercules Capital Inc., or Hercules, and the Convertible Senior Notes. Cash, cash equivalents and investments are reported at their respective fair values on the Company's condensed balance sheets. Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds and U.S. Treasury securities as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models incorporate expected future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, reported trades and broker/dealer quotes. Where applicable the market approach utilizes prices and information from market transactions for similar or identical assets. The Company classifies U.S. government agency securities, commercial paper, corporate debt securities and asset-backed securities as Level 2. The Company's short-term and long-term investments are classified as available-for-sale. The following tables set forth the value of the Company's financial assets remeasured on a recurring basis based on the three-tier fair value hierarchy by significant investment category as of September 30, 2020 and December 31, 2019. September 30, 2020 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,984 $ — $ — $ 1,984 $ 1,984 $ — $ — Level 1: Money market funds 27,728 — — 27,728 27,728 — — U.S. Treasury securities 35,988 13 (1) 36,000 — 29,816 6,184 Subtotal 63,716 13 (1) 63,728 27,728 29,816 6,184 Level 2: U.S. government agency securities 73,242 18 (3) 73,257 — 21,812 51,445 Commercial paper 120,791 159 (4) 120,946 — 120,946 — Corporate debt securities 115,306 406 (2) 115,710 — 115,710 — Subtotal 309,339 583 (9) 309,913 — 258,468 51,445 Total assets measured at fair value $ 375,039 $ 596 $ (10) $ 375,625 $ 29,712 $ 288,284 $ 57,629 December 31, 2019 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,393 $ — $ — $ 1,393 $ 1,393 $ — $ — Level 1: Money market funds 17,181 — — 17,181 17,181 — — Level 2: U.S. government agency securities 40,741 6 (14) 40,733 — 19,990 20,743 Commercial paper 108,248 107 (2) 108,353 — 108,353 — Corporate debt securities 185,569 205 (20) 185,754 — 159,517 26,237 Asset-backed securities 1,561 3 — 1,564 — 1,564 — Subtotal 336,119 321 (36) 336,404 — 289,424 46,980 Total assets measured at fair value $ 354,693 $ 321 $ (36) $ 354,978 $ 18,574 $ 289,424 $ 46,980 Interest income related to the Company's cash, cash equivalents and available-for-sale investments included in other income (expense), net was approximately $0.9 million and $2.5 million for the three months ended September 30, 2020 and 2019, respectively, and $3.8 million and $6.7 million for the nine months ended September 30, 2020 and 2019, respectively. There were no gross realized gains and gross realized losses for the three and nine months ended September 30, 2020 and 2019. The following table summarizes the Company's available-for-sale investments that were in a continuous unrealized loss position but not deemed due to credit losses and therefore not required to be charged to earnings against the allowance for expected credit losses, as of September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities $ 6,184 $ (1) $ — $ — U.S. government agency securities 29,473 (3) 24,235 (14) Commercial paper 9,977 (4) 5,426 (2) Corporate debt securities 4,711 (2) 38,668 (20) Total $ 50,345 $ (10) $ 68,329 $ (36) The Company held a total of 8 and 18 positions which were in an unrealized loss position as of September 30, 2020 and December 31, 2019, respectively. All available-for-sale investments in an unrealized loss position were in a continuous loss position for less than 12 months. The Company determined that there was no allowance for expected credit losses related to our available-for-sale investments as of September 30, 2020 because the Company does not believe that it will be required to sell these securities before the recovery of their amortized cost basis. The following table summarizes the maturities of the Company’s cash equivalents (excluding money market funds) and available-for-sale investments, as of September 30, 2020. (in thousands) Amortized Cost Fair Value Mature in less than one year $ 287,707 $ 288,284 Mature in one to five years 57,620 57,629 Total $ 345,327 $ 345,913 The following table presents a reconciliation of financial liabilities related to the compound derivative liability associated with the Term Loan measured at fair value on a recurring basis using Level 3 unobservable inputs for the nine months ended September 30, 2020 and 2019. Nine Months Ended September 30, 2020 2019 (in thousands) Compound Derivative Liability Compound Derivative Liability Fair value at beginning of period $ 977 $ 161 Change in fair value (699) 259 Fair value at end of period $ 278 $ 420 The following table presents information about significant unobservable inputs related to the Company's Level 3 financial liabilities as of September 30, 2020. September 30, 2020 (in thousands) Fair Value Valuation Technique Significant Unobservable Input Input Compound derivative liability $ 278 Discounted cash flow Discount rate 9.5 % Probability of the occurrence of certain events 20.0 % The estimated fair value of the Term Loan was $80.1 million as of September 30, 2020 and was classified as Level 3. The key valuation assumptions used consist of the discount rate of 9.5% and the probability of the occurrence of certain events of 20.0%. The estimated fair value of the Convertible Senior Notes was $117.7 million as of September 30, 2020 and they were classified as Level 3. The key valuation assumptions used consist of the discount rate of 15.3% and volatility of 62.0%. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company accounts for leases under ASU No. 2016-02, Leases (Topic 842) , adopted as of January 1, 2019. In July 2014, the Company entered into a five-year noncancelable operating lease for its offices and laboratory space in South San Francisco, California that was scheduled to expire in June 2019, with an option for the Company to extend the lease for an additional three years. In August 2017, the Company entered into an amendment which extended the existing operating lease to June 2021 and added 13,258 square feet of additional lease space resulting in a total of 26,987 square feet being leased in the aggregate under the amended lease. In November 2017, the Company entered into a second amendment which reduced the common areas resulting in a total of 26,897 square feet being leased in aggregate under the second amendment. On August 14, 2019, the Company entered into a third amendment to the existing operating lease which extended the leased space by an additional 19,177 square feet, or Second Expansion Premises, which resulted in a total of 46,074 square feet being leased in aggregate. The operating lease for the Second Expansion Premises commenced on September 1, 2020, or the Second Expansion Premises Commencement Date. In conjunction with the third amendment, the Company also agreed to lease 5,569 square feet of temporary office space effective August 15, 2019 to the Second Expansion Premises Commencement Date. The third amendment extended the lease by 84 months from the Second Expansion Premises Commencement Date, with an option to extend the lease for an additional 36 months subject to certain conditions. The Company determined that the Second Expansion Premises shall be accounted for as a new lease at the Second Expansion Premises Commencement Date. Further, the Company determined that the amendment to the existing operating lease and temporary office space shall be accounted as a lease modification upon execution of the third amendment. The Company recognized an operating lease right-of-use, or ROU, asset of $8.1 million and operating lease liability of $8.1 million on its condensed balance sheet upon the execution of the third amendment on August 14, 2019, and measured and recorded an additional ROU asset of $5.8 million and operating lease liability of $5.8 million for the Second Expansion Premises upon the Second Expansion Premises Commencement Date of September 1, 2020. Operating lease cost was $0.6 million and $0.4 million for the three months ended September 30, 2020 and 2019, respectively, and $1.5 million and $0.9 million for the nine months ended September 30, 2020 and 2019, respectively. Variable lease cost was $0.2 million for the three months ended September 30, 2020 and 2019 and $0.5 million for the nine months ended September 30, 2020 and 2019. Operating cash flows were $0.9 million and $0.8 million for the nine months ended September 30, 2020 and 2019, respectively. Expenses related to short-term leases were not significant for the three and nine months ended September 30, 2020 and 2019. The following table presents the maturity analysis of the Company's operating lease liabilities showing the aggregate lease payments as of September 30, 2020. (in thousands) September 30, 2020 (remaining three months) 432 2021 2,171 2022 2,847 2023 2,933 2024 3,020 2025 and thereafter 8,494 Total lease payments 19,897 Less: imputed interest (4,617) Total operating lease liabilities $ 15,280 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate. The weighted-average incremental borrowing rate used to determine the operating lease liabilities was 7.4% and 6.0% as of September 30, 2020 and December 31, 2019, respectively. The Company's weighted-average remaining lease term was 6.9 years and 7.7 years as of September 30, 2020 and December 31, 2019, respectively. |
OTHER BALANCE SHEET COMPONENTS
OTHER BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER BALANCE SHEET COMPONENTS | OTHER BALANCE SHEET COMPONENTS Property and Equipment, Net The following table presents the components of property and equipment, net as of September 30, 2020 and December 31, 2019. (in thousands) September 30, December 31, Furniture and fixtures $ 558 $ 265 Computer and lab equipment 3,252 3,867 Leasehold improvements 1,336 1,244 5,146 5,376 Less: accumulated depreciation and amortization (3,364) (2,648) Total property and equipment, net $ 1,782 $ 2,728 Depreciation and amortization expense was approximately $0.2 million for the three months ended September 30, 2020 and 2019, and $0.7 million and $0.5 million for the nine months ended September 30, 2020 and 2019, respectively. Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of September 30, 2020 and December 31, 2019. (in thousands) September 30, December 31, Accrued clinical and nonclinical study costs $ 6,872 $ 8,343 Accrued contract manufacturing 9,613 17,343 Accrued compensation 4,425 3,367 Accrued interest 3,030 — Accrued professional fees and other 5,320 3,727 Total accrued expenses and other current liabilities $ 29,260 $ 32,780 |
BORROWINGS
BORROWINGS | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Term Loan On February 28, 2018, the Company entered into the Term Loan with Hercules. The Term Loan provided for a loan in an aggregate principal amount of up to $100.0 million to be funded in five tranches subject to certain performance-based milestones. The first tranche, in the amount of $25.0 million, was funded on the closing date of the Term Loan. On October 15, 2018, the Company and Hercules entered into the second amendment to the Term Loan, which amended certain terms of the Term Loan. After giving effect to the second amendment, the Term Loan continued to provide for a loan in an aggregate principal amount of up to $100.0 million to be funded in five tranches subject to certain performance-based milestones. The second tranche was reduced from $25.0 million to $15.0 million and was funded on December 28, 2018. The Company accounted for the second amendment as a modification to the existing Term Loan. On March 27, 2019, the Company modified the Term Loan with Hercules by entering into the third amendment to the Term Loan. After giving effect to the third amendment, the amount available under the Term Loan was increased from up to $100.0 million to up to $200.0 million to be funded in tranches, subject to certain performance-based milestones, and the maturity of the Term Loan was extended. Under the terms of the Term Loan, as amended by the third amendment, the $40.0 million of principal outstanding under the Term Loan at the date of modification remained outstanding, and additional tranches of $20.0 million and $15.0 million were available for draw down prior to December 15, 2019 and December 15, 2020, respectively. An additional tranche of $75.0 million was to be available for draw down between January 1, 2020 and December 15, 2020, on the condition that the Company obtains final approval from the U.S. Food and Drug Administration, or FDA, of the New Drug Application, or NDA, for veverimer. A final tranche of $50.0 million will be available for draw down on or prior to December 15, 2021, upon request by the Company and the approval of Hercules' investment committee. The Company accounted for the third amendment as a modification to the existing Term Loan. On December 13, 2019, the third tranche of the Term Loan was funded in the amount of $20.0 million. On March 31, 2020, the Company and Hercules entered into the fourth amendment to the Term Loan. After giving effect to the fourth amendment, the fourth tranche of amount $15.0 million previously under Hercules Capital, Inc. was split between two lenders, $5.0 million under Hercules Capital, Inc. and $10.0 million under Hercules Technology III, L.P. The Company accounted for the fourth amendment as a modification to the existing Term Loan. On May 18, 2020, the Company and Hercules entered into the fifth amendment to the Term Loan. After giving effect to the fifth amendment, the additional tranche of $75.0 million was split into two separate tranches of $25.0 million and $50.0 million. The $25.0 million tranche will be available for draw down between January 1, 2020 and December 15, 2020, on the condition that the Company obtains final approval from the FDA of the NDA for veverimer on or before December 15, 2020. The $50.0 million tranche will be available for draw down between January 1, 2021 and June 30, 2021, on the condition that the $25.0 million tranche has been drawn and final approval has been received for the NDA for veverimer on or before December 15, 2020. A final tranche of $50.0 million will be available for draw down on or prior to December 15, 2021, upon request by the Company and the approval of Hercules' investment committee. The fifth amendment also permits the issuance by the Company of certain convertible notes and cash payments to redeem or settle such convertible notes in accordance with the terms thereof. Such cash settlement or redemption is subject to a requirement that the Company maintain unrestricted cash in an amount not less than 100% of the outstanding obligations under the Term Loan from and after any such cash settlement or redemption, and that there be no default or event of default under the Term Loan at the time of such cash settlement or redemption. The fifth amendment also provides for an extension of the maturity date of the Term Loan from April 1, 2023, to April 1, 2024 if the $25.0 million tranche is drawn down. The Company accounted for the fifth amendment as a modification to the existing Term Loan. On May 19, 2020, the fourth tranche of the Term Loan was funded in the amount of $15.0 million. The Term Loan bears interest at a floating per annum interest rate equal to the greater of either (i) 8.35% or (ii) the lesser of (x) 8.35% plus the prime rate as reported in The Wall Street Journal minus 6.00% and (y) 9.85%. The maturity date is April 1, 2023 and may be extended to April 1, 2024 if the tranche of $25.0 million described above is drawn. The Company will initially be making interest-only payments until April 1, 2021. If the Company achieves certain performance milestones, including that the Company obtains final approval from the FDA of the NDA for veverimer on or before December 15, 2020, and financial covenants, the interest-only period could be extended for up to an additional 24 months. Upon expiration of the interest-only period, the Company will repay the Term Loan in equal monthly installments comprised of principal and interest, based on a 30-month amortization schedule, through maturity. The Company will pay an additional amount of (a) $2.6 million due on March 1, 2022 and (b) the product of 7.55% and the aggregate loans funded under the Term Loan due at maturity or on any earlier date on which the loans become due. If the Company prepays the Term Loan, the Company will be required to pay a prepayment charge equal to (i) 2.00% of the amount being prepaid at any time during the first 12 months following the effective date of the third amendment (ii) 1.50% of the amount being prepaid after 12 months but prior to 24 months following the effective date of the third amendment (iii) 1.00% of the amount being prepaid after 24 months but prior to 36 months following the effective date of the third amendment and (iv) zero if prepaid any time after 36 months following the effective date of the third amendment but prior to the maturity. The Term Loan is secured by substantially all of the Company's assets, except its intellectual property, which is the subject of a negative pledge; however, the collateral does consist of rights to payments and proceeds from the sale, licensing or disposition of all or any part of, or rights in, its intellectual property. Under the Term Loan, the Company is subject to certain covenants, including but not limited to requirements to deliver financial reports at designated times of the year and maintain a minimum level of cash. These covenants also limit or restrict the Company's ability to incur additional indebtedness or liens, acquire, own or make any investments, pay cash dividends, repurchase stock or enter into certain corporate transactions, including mergers and changes of control. Warrants In conjunction with the Term Loan entered into on February 28, 2018, the Company issued a warrant to Hercules to purchase 53,458 shares of its common stock with an exercise price of $9.35 per share. The estimated fair value of the warrant at the date of issuance was approximately $0.2 million. The fair value of the common stock warrant liability was determined using the probability-weighted expected return method. It was recorded at its fair value at inception and was remeasured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense), net in the accompanying condensed statements of operations and comprehensive loss. On April 10, 2018, the Company entered into amendments with Hercules that resulted in the reclassification of the warrant liability to stockholders' equity as the amended terms of the warrants qualified for them to be accounted for as equity instruments and, as such, were no longer subject to remeasurement. The fair value of the common stock warrants of approximately $0.2 million was reclassified to stockholders' equity upon execution of the amendment. In connection with the funding of the second tranche on December 28, 2018, the Company issued to Hercules a warrant to purchase 53,458 shares of its common stock at an exercise price of $9.35 per share. The common stock warrant was recorded in stockholders' equity at its fair value of approximately $0.9 million on December 28, 2018. In conjunction with the third amendment, the Company issued warrants to Hercules to purchase 16,721 shares of its common stock with an exercise price of $23.92 per share. The common stock warrants were recorded in stockholders' equity at their fair value of approximately $0.3 million on March 27, 2019. The fair value of the common stock warrants was determined using an option-pricing model with the following assumptions: time to liquidity of 7.0 years, volatility of 75.0%, risk-free rate of 2.3% and stock price based on the March 27, 2019 closing price of the Company's common stock reported by The Nasdaq Global Select Market. In connection with the funding of the third tranche on December 13, 2019, the Company issued to Hercules a warrant to purchase 8,361 shares of its common stock at an exercise price of $23.92 per share. The common stock warrant was recorded in stockholders' equity at its fair value of approximately $0.3 million on December 13, 2019. The fair value of the common stock warrants were determined using an option-pricing model with the following assumptions: time to liquidity of 7.0 years, volatility of 72.7%, risk-free rate of 1.8% and stock price based on the December 13, 2019 closing price of the Company's common stock reported by The Nasdaq Global Select Market. In connection with the funding of the fourth tranche on May 19, 2020, the Company issued Hercules and Hercules Technology III, L.P. warrants to purchase a total of 6,270 shares of its common stock at an exercise price of $23.92 per share. The common stock warrant was recorded in stockholders' equity at its fair value of approximately $0.1 million on May 19, 2020. The fair value of the common stock warrants was determined using an option-pricing model with the following assumptions: time to liquidity of 7.0 years, volatility of 69.9%, risk-free rate of 0.5% and stock price based on the May 19, 2020 closing price of the Company's common stock reported by The Nasdaq Global Select Market. In connection with each subsequent draw down under the tranches described above, the Company is obligated to issue additional warrants to purchase a number of shares of the Company's common stock determined by dividing (x) an amount equal to 1.0% of the principal amount of the applicable tranche by (y) $23.92 subject to adjustments following certain corporate events. On July 17, 2020, Hercules and Hercules Technology III, L.P. exercised warrants to purchase 85,533 and 21,383 shares, respectively, of the Company's common stock that the Company had issued on February 28, 2018 and December 28, 2018 at an exercise price of $9.35 per share. A total of 68,816 shares of the Company's common stock was issued to Hercules and Hercules Technology III, L.P. in a net settlement transaction. Embedded Derivatives and Other Debt Issuance Costs The Company determined that certain loan features were embedded derivatives requiring bifurcation and separate accounting. Those embedded derivatives were bundled together as a single, compound embedded derivative and then bifurcated and accounted for separately from the host contract. The Company initially recorded a compound derivative liability of $0.7 million, which is required to be marked to market in future periods. As of September 30, 2020, the Company calculated the fair values of the compound derivative using the “with and without” method under the income approach by computing the difference between the fair value of the Term Loan with the compound derivative, and the fair value of the Term Loan without the compound derivative. The Company calculated the fair values using a probability-weighted discounted cash flow analysis. The key valuation assumptions used consist of the discount rate of 9.5% and the probability of the occurrence of certain events of 20.0%. The compound derivative liability is being remeasured at each financial reporting period with any changes in fair value being recognized as a component of other income (expense), net in the condensed statements of operations and comprehensive loss. The fair value of the compound derivative liability was approximately $0.3 million as of September 30, 2020 and was classified as other long-term liabilities on the condensed balance sheet. The facility fee, fair value of warrants at issuance, fair value of embedded derivatives which were bifurcated, and other debt issuance costs have been treated as debt discounts on the Company’s condensed balance sheet and together with the additional payment are being amortized to interest expense throughout the life of the Term Loan using the effective interest rate method. As of September 30, 2020 and December 31, 2019, there were unamortized issuance costs and debt discounts of $2.7 million and $3.6 million, respectively, which were recorded as a direct deduction from the Term Loan on the condensed balance sheets. The following table presents future payments of principal and interest on the Term Loan as of September 30, 2020. (in thousands) September 30, 2020 (remaining three months) $ 1,583 2021 26,574 2022 33,344 2023 24,867 86,368 Less: amount representing interest (11,368) Present value of Term Loan 75,000 Less: current portion (13,714) Long-term portion of Term Loan $ 61,286 Convertible Senior Notes On May 22, 2020, the Company issued $200.0 million aggregate principal amount of 3.50% convertible senior notes due 2027, or Convertible Senior Notes, pursuant to an indenture, dated as of May 22, 2020, or the Indenture, between the Company and U.S. Bank National Association, as trustee, or the Trustee. The offering and sale of the Convertible Senior Notes were made by the Company to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, for resale by the initial purchasers to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The issuance includes the exercise in full by the initial purchasers of their option to purchase an additional $25.0 million aggregate principal amount of Convertible Senior Notes. Net proceeds from the offering were $193.3 million after deducting underwriting discounts and commissions and other offering costs of approximately $6.7 million. The Convertible Senior Notes are senior unsecured obligations of the Company, and interest is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. The Convertible Senior Notes mature on May 15, 2027, unless earlier repurchased, redeemed or converted and are not redeemable prior to May 20, 2024. The Company may redeem for cash all or any portion of the Convertible Senior Notes, at the Company’s option, on or after May 20, 2024 and on or before the 40th scheduled trading day immediately prior to the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Company has not provided a sinking fund for the Convertible Senior Notes, nor is one required to be provided. The Convertible Senior Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election at an initial conversion rate of 30.0978 shares of the Company’s common stock per $1,000 principal amount of the Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $33.23 per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the Indenture. It is the Company’s current intent to settle conversions through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. As of September 30, 2020, the “if-converted value” did not exceed the remaining principal amount of the Convertible Senior Notes. Holders may convert their Convertible Senior Notes, at their option, prior to the close of business on the business day immediately preceding February 15, 2027, only under the following circumstances: • during any fiscal quarter commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five consecutive business day period immediately following any ten consecutive trading day period, or the Measurement Period, in which the trading price per $1,000 principal amount of the Convertible Senior Notes, as determined following a request by a holder of notes in accordance with certain procedures described in the Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day; • upon the occurrence of certain corporate events or distributions of the Company’s common stock, as described in the Indenture; • after the Company’s issuance of a notice of redemption; or • at any time from, and including, February 15, 2027 until the close of business on the trading day immediately before the maturity date. If the Company undergoes a fundamental change, as described in the Indenture, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes. The fundamental change repurchase price is equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Senior Notes in connection with such a corporate event or notice of redemption, as the case may be. The Convertible Senior Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; equal in right of payment to any of the Company's unsecured indebtedness that is not so subordinated; effectively subordinated in right of payment to any of the Company’s secured indebtedness, including secured indebtedness under the Term Loan, to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Company’s future subsidiaries, if any. The Indenture contains customary events of default with respect to the Convertible Senior Notes and provides that upon certain events of default occurring and continuing, the trustee may, and the trustee at the request of holders of at least 25% in principal amount of the Convertible Senior Notes shall declare all principal and accrued and unpaid interest, if any, of the Convertible Senior Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, all of the principal of and accrued and unpaid interest on the Convertible Senior Notes will automatically become due and payable. At issuance, the Convertible Senior Notes were bifurcated into liability and equity components and accounted for separately. The carrying amount of the liability component was calculated to be $117.7 million by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes. The carrying amount of the equity component was calculated to be $82.3 million and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The allocation of proceeds into the equity component resulted in a debt discount for the Convertible Senior Notes that is amortized to interest expense at an effective interest rate of 13.5% over the effective life of the Convertible Senior Notes of 7.0 years, using the effective interest method. Underwriter discounts and issuance costs of $6.7 million were allocated to the liability and equity components based on the proportion of proceeds allocated to the debt and equity components. Underwriter discounts and issuance costs allocated to the liability component were $4.0 million and are amortized to interest expense over the term of the Convertible Senior Notes using the effective interest method. Underwriter discounts and issuance costs attributable to the equity component were $2.7 million and are netted against the equity component in additional paid-in capital. The following table presents the carrying amount of the liability and equity components of the Convertible Senior Notes as of September 30, 2020. (in thousands) September 30, Liability component: Principal $ 200,000 Unamortized discount - equity component (79,493) Unamortized underwriter discounts and issuance costs (3,882) Net carrying amount $ 116,625 Equity component, net of underwriter discounts and issuance costs $ 79,498 The remaining unamortized debt discount will be amortized over approximately 6.6 years which is also the remaining life of the Senior Convertible Notes. The following table presents the interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2020. (in thousands) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Contractual interest expense $ 1,750 $ 2,508 Amortization of debt discount 1,930 2,767 Amortization of underwriter discounts and issuance costs 50 72 Total interest expense $ 3,730 $ 5,347 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company has contractual obligations from its operating lease, manufacturing and service contracts, Term Loan and tenant improvement loan, and other research and development activities. The following table aggregates the Company’s material expected contractual obligations and commitments as of September 30, 2020. September 30, 2020 (in thousands) Total 2020 (5) 2021 - 2022 2023 - 2024 Thereafter Term Loan (1) $ 94,650 $ 1,583 $ 62,538 $ 30,529 $ — Convertible Senior Notes (2) 248,864 3,364 14,000 14,000 217,500 Lease obligations (3) 19,897 432 5,018 5,953 8,494 Tenant improvement loan 70 23 47 — — Manufacturing and service contracts (4) 586,043 23,607 96,758 116,420 349,258 Total contractual obligations and commitments $ 949,524 $ 29,009 $ 178,361 $ 166,902 $ 575,252 (1) Comprised of amounts due under the fifth amendment to the Term Loan executed on May 18, 2020. (2) Comprised of interest payable and principal repayment due under the Convertible Senior Notes' Indenture. (3) Comprised of the rent payments under the amended lease executed on August 14, 2019. (4) The purchase obligations are comprised of our non-cancelable purchase commitments under our Manufacturing and Commercial Supply Agreement with Patheon. These amounts are based on forecasts that may include estimates of our future market demand, quantity discounts and manufacturing efficiencies. (5) Remaining three months. Facilities The Company has an operating lease for its offices and laboratory space in South San Francisco. See Note 4. "Leases" for additional information about this lease. Other Commitments On October 4, 2019, the Company and Patheon Austria GmbH & Co KG, or Patheon, entered into a multi-year Manufacturing and Commercial Supply Agreement, or the Supply Agreement, under which Patheon agreed to manufacture and supply veverimer to support the Company's commercialization efforts. Patheon has also agreed to manufacture and supply veverimer to support the Company’s drug development and clinical trial activities. Under the Supply Agreement, the Company is obligated to make certain purchases of API. The Company and Patheon are also parties to a Master Development/Validation Services and Clinical/Launch Supply Agreement, or the MDA, pursuant to which Patheon agreed to manufacture and supply veverimer. Certain manufacturing activities previously governed by the MDA are now subject to the Supply Agreement, whereas other ongoing manufacturing activities under the MDA will continue to be governed by the MDA until such activities are complete. The Supply Agreement may be terminated by either party following an uncured material breach by the other party, in the event the other party becomes insolvent or subject to bankruptcy proceedings, or in connection with a force majeure event that continues beyond 12 months. In addition, the Supply Agreement may be terminated by the Company upon the occurrence of certain regulatory events or actions, including: (i) if the Company does not obtain regulatory approval for veverimer by a specified date or (ii) if the Company terminates its commercialization of veverimer or fails to launch veverimer by a specified date. The Company’s obligation to purchase veverimer is subject to minimum and maximum annual commitments, with the minimum commitments subject to modest reduction in certain circumstances. Patheon has agreed to make facility improvements under the Supply Agreement and will be the exclusive owner of the purchased equipment and facility improvements. Patheon may manufacture other products with the facility improvements when not occupied by manufacturing veverimer. Under the Supply Agreement, the Company has agreed to reimburse Patheon up to a specified amount for plant modifications. These payments will be expensed to research and development prior to FDA approval of veverimer. The Company also enters into other contracts in the normal course of business with contract research organizations, contract development and manufacturing organizations and other service providers and vendors. These contracts generally provide for termination on short notice and are cancellable contracts and accordingly, are not included in the contractual obligations and disclosures summarized above. Contingencies While there are no material legal proceedings the Company is aware of, the Company may become party to various claims and complaints arising in the ordinary course of business. The Company does not believe that any ultimate liability resulting from any of these claims will have a material adverse effect on its results of operations, financial position, or liquidity. However, the Company cannot give any assurance regarding the ultimate outcome of these claims, and their resolution could be material to operating results for any particular period, depending upon the level of income for the period. Guarantees and Indemnifications The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, it has not recognized any liabilities relating to these obligations for any period presented. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY On July 2, 2018, the Company’s amended and restated certificate of incorporation became effective, authorizing the Company to issue a total of 440,000,000 shares of all classes of capital stock, consisting of 400,000,000 shares of common stock, par value $0.001 per share, and 40,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2020 and December 31, 2019, the Company had 50,184,240 and 49,763,176 shares of common stock outstanding, respectively. As of September 30, 2020, and December 31, 2019, the Company had no shares of preferred stock outstanding. Common Stock On April 8, 2019, the Company consummated an underwritten public offering and issued 6,440,000 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 840,000 additional shares of common stock at an offering price of $36.00 per share for net proceeds of approximately $217.9 million, after deducting underwriting discounts and commissions of $13.9 million. Common stock reserved for future issuance as of September 30, 2020 and December 31, 2019, consisted of the following. September 30, December 31, Stock options and RSUs issued and outstanding 9,894,957 6,809,257 Stock options, RSUs and ESPP shares authorized for future issuance 2,307,526 3,257,316 Total 12,202,483 10,066,573 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019. Three Months Ended Nine Months Ended (In thousands, except share and per share amounts) 2020 2019 2020 2019 Numerator: Net loss $ (77,665) $ (44,119) $ (209,949) $ (118,642) Denominator: Weighted-average common shares outstanding 50,121,784 49,425,382 49,977,339 46,824,045 Less: weighted-average shares subject to repurchase (1,698) (7,357) (2,951) (10,169) Weighted-average number of shares used in basic and diluted net loss per share 50,120,086 49,418,025 49,974,388 46,813,876 Net loss per share, basic and diluted $ (1.55) $ (0.89) $ (4.20) $ (2.53) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive. September 30, 2020 2019 Warrants to purchase common stock 31,352 123,637 Assumed conversion of Convertible Senior Notes 6,019,560 — Common stock subject to repurchase 1,260 6,300 Options and RSUs issued and outstanding 9,894,957 6,685,989 Total potential common shares excluded from the computation of diluted net loss per share 15,947,129 6,815,926 |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURINGOn August 21, 2020, the Company received a Complete Response Letter, or CRL, from the U.S. Food and Drug Administration, or FDA, related to our New Drug Application, or NDA, for veverimer. Due to the resulting delay in regulatory approval and commercialization of veverimer, on September 10, 2020, the Compensation Committee of the Board of Directors approved the Tricida, Inc. 2020 Reduction in Force Severance Benefit Plan, or 2020 Restructuring Plan. On September 18, 2020, the Company implemented a restructuring, or Third Quarter 2020 Restructuring, under the 2020 Restructuring Plan to streamline the organization and preserve capital that included the elimination of 43 employees, or approximately 21.5% of the Company's workforce as of September 18, 2020 and other cost reductions. Following is a summary of accrued restructuring costs as of September 30, 2020. (in thousands) September 30, Severance and benefit costs $ 2,524 Other restructuring costs 136 Total restructuring costs 2,660 Cash payments (1,708) Balance at September 30, 2020 $ 952 Restructuring costs related to the Third Quarter 2020 Restructuring were recorded in operating expenses in our Condensed Statements of Operations and Comprehensive Loss in the three months ended September 30, 2020. The Company expects that substantially all of the accrued restructuring costs as of September 30, 2020 will be paid in cash by the end of 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 20, 2020, the Company completed an End-of-Review Type A meeting, or Type A meeting, with the FDA to discuss and address the issues raised in the CRL. The Company is now awaiting formal minutes from the FDA related to the Type A meeting prior to announcing the next steps towards the potential resubmission of the NDA. The Company expects to receive the formal minutes within 30 days of the meeting. On October 25, 2020, the Company's Board of Directors approved and on October 28, 2020, the Company began implementing a restructuring under the 2020 Restructuring Plan, or Fourth Quarter Restructuring, to reduce operating costs and better align its workforce with the needs of its business following the completion of the Type A meeting with the FDA on October 20, 2020. The Fourth Quarter 2020 Restructuring is expected to be completed in December 2020. Under the Fourth Quarter Restructuring, the Company is reducing its workforce by 93 employees, or approximately 60.0% of its workforce, and it estimates that it will incur aggregate restructuring charges of approximately $13.2 million, which will be recorded primarily in the fourth quarter of 2020, related to one-time termination severance payments and other employee-related costs, contract termination costs and a non-cash write-down of capitalized costs. The cash payments related to the personnel-related restructuring and contract termination charges will be paid during the fourth quarter of 2020 and the first quarter of 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The condensed balance sheet as of September 30, 2020, the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed statements of stockholders' equity for the three and nine months ended September 30, 2020 and 2019 and the condensed statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2019 has been derived from audited financial statements. |
Credit Losses | Credit Losses The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Standards Effective January 1, 2020, the Company adopted ASU No. 2016-13, which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 on January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of ASU 2016-13 did not have a significant impact on the Company's condensed financial statements. See "Credit Losses" above for a description of the Company's credit losses accounting policy. Standards Not Yet Effective In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , or ASU 2019-12, which simplifies the accounting for income taxes. ASU 2019-12 is effective for public business entities for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2020 on a prospective basis, and early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 will have a significant impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), or ASU 2020-06. ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification, or ASC, 470-20, Debt – Debt with Conversion and Other Options , or ASC 470-20, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIALINSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Cash and financial assets re-measured on a recurring basis by hierarchy | The following tables set forth the value of the Company's financial assets remeasured on a recurring basis based on the three-tier fair value hierarchy by significant investment category as of September 30, 2020 and December 31, 2019. September 30, 2020 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,984 $ — $ — $ 1,984 $ 1,984 $ — $ — Level 1: Money market funds 27,728 — — 27,728 27,728 — — U.S. Treasury securities 35,988 13 (1) 36,000 — 29,816 6,184 Subtotal 63,716 13 (1) 63,728 27,728 29,816 6,184 Level 2: U.S. government agency securities 73,242 18 (3) 73,257 — 21,812 51,445 Commercial paper 120,791 159 (4) 120,946 — 120,946 — Corporate debt securities 115,306 406 (2) 115,710 — 115,710 — Subtotal 309,339 583 (9) 309,913 — 258,468 51,445 Total assets measured at fair value $ 375,039 $ 596 $ (10) $ 375,625 $ 29,712 $ 288,284 $ 57,629 December 31, 2019 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 1,393 $ — $ — $ 1,393 $ 1,393 $ — $ — Level 1: Money market funds 17,181 — — 17,181 17,181 — — Level 2: U.S. government agency securities 40,741 6 (14) 40,733 — 19,990 20,743 Commercial paper 108,248 107 (2) 108,353 — 108,353 — Corporate debt securities 185,569 205 (20) 185,754 — 159,517 26,237 Asset-backed securities 1,561 3 — 1,564 — 1,564 — Subtotal 336,119 321 (36) 336,404 — 289,424 46,980 Total assets measured at fair value $ 354,693 $ 321 $ (36) $ 354,978 $ 18,574 $ 289,424 $ 46,980 |
Available-for-sale investment in a continuous unrealized loss position but not deemed OTTI | The following table summarizes the Company's available-for-sale investments that were in a continuous unrealized loss position but not deemed due to credit losses and therefore not required to be charged to earnings against the allowance for expected credit losses, as of September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 (in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities $ 6,184 $ (1) $ — $ — U.S. government agency securities 29,473 (3) 24,235 (14) Commercial paper 9,977 (4) 5,426 (2) Corporate debt securities 4,711 (2) 38,668 (20) Total $ 50,345 $ (10) $ 68,329 $ (36) |
Maturities of cash equivalents and available-for-sale investments | The following table summarizes the maturities of the Company’s cash equivalents (excluding money market funds) and available-for-sale investments, as of September 30, 2020. (in thousands) Amortized Cost Fair Value Mature in less than one year $ 287,707 $ 288,284 Mature in one to five years 57,620 57,629 Total $ 345,327 $ 345,913 |
Reconciliation of liabilities using Level 3 unobservable inputs | The following table presents a reconciliation of financial liabilities related to the compound derivative liability associated with the Term Loan measured at fair value on a recurring basis using Level 3 unobservable inputs for the nine months ended September 30, 2020 and 2019. Nine Months Ended September 30, 2020 2019 (in thousands) Compound Derivative Liability Compound Derivative Liability Fair value at beginning of period $ 977 $ 161 Change in fair value (699) 259 Fair value at end of period $ 278 $ 420 |
Significant fair value unobservable inputs | The following table presents information about significant unobservable inputs related to the Company's Level 3 financial liabilities as of September 30, 2020. September 30, 2020 (in thousands) Fair Value Valuation Technique Significant Unobservable Input Input Compound derivative liability $ 278 Discounted cash flow Discount rate 9.5 % Probability of the occurrence of certain events 20.0 % |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating lease maturity schedule | The following table presents the maturity analysis of the Company's operating lease liabilities showing the aggregate lease payments as of September 30, 2020. (in thousands) September 30, 2020 (remaining three months) 432 2021 2,171 2022 2,847 2023 2,933 2024 3,020 2025 and thereafter 8,494 Total lease payments 19,897 Less: imputed interest (4,617) Total operating lease liabilities $ 15,280 |
OTHER BALANCE SHEET COMPONENTS
OTHER BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents the components of property and equipment, net as of September 30, 2020 and December 31, 2019. (in thousands) September 30, December 31, Furniture and fixtures $ 558 $ 265 Computer and lab equipment 3,252 3,867 Leasehold improvements 1,336 1,244 5,146 5,376 Less: accumulated depreciation and amortization (3,364) (2,648) Total property and equipment, net $ 1,782 $ 2,728 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the components of accrued expenses and other current liabilities as of September 30, 2020 and December 31, 2019. (in thousands) September 30, December 31, Accrued clinical and nonclinical study costs $ 6,872 $ 8,343 Accrued contract manufacturing 9,613 17,343 Accrued compensation 4,425 3,367 Accrued interest 3,030 — Accrued professional fees and other 5,320 3,727 Total accrued expenses and other current liabilities $ 29,260 $ 32,780 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments of Principal and Interest | The following table presents future payments of principal and interest on the Term Loan as of September 30, 2020. (in thousands) September 30, 2020 (remaining three months) $ 1,583 2021 26,574 2022 33,344 2023 24,867 86,368 Less: amount representing interest (11,368) Present value of Term Loan 75,000 Less: current portion (13,714) Long-term portion of Term Loan $ 61,286 |
Schedule of component carrying values of convertible senior notes | The following table presents the carrying amount of the liability and equity components of the Convertible Senior Notes as of September 30, 2020. (in thousands) September 30, Liability component: Principal $ 200,000 Unamortized discount - equity component (79,493) Unamortized underwriter discounts and issuance costs (3,882) Net carrying amount $ 116,625 Equity component, net of underwriter discounts and issuance costs $ 79,498 |
Schedule of interest expense on convertible debt | The following table presents the interest expense related to the Convertible Senior Notes for the three and nine months ended September 30, 2020. (in thousands) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Contractual interest expense $ 1,750 $ 2,508 Amortization of debt discount 1,930 2,767 Amortization of underwriter discounts and issuance costs 50 72 Total interest expense $ 3,730 $ 5,347 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following table aggregates the Company’s material expected contractual obligations and commitments as of September 30, 2020. September 30, 2020 (in thousands) Total 2020 (5) 2021 - 2022 2023 - 2024 Thereafter Term Loan (1) $ 94,650 $ 1,583 $ 62,538 $ 30,529 $ — Convertible Senior Notes (2) 248,864 3,364 14,000 14,000 217,500 Lease obligations (3) 19,897 432 5,018 5,953 8,494 Tenant improvement loan 70 23 47 — — Manufacturing and service contracts (4) 586,043 23,607 96,758 116,420 349,258 Total contractual obligations and commitments $ 949,524 $ 29,009 $ 178,361 $ 166,902 $ 575,252 (1) Comprised of amounts due under the fifth amendment to the Term Loan executed on May 18, 2020. (2) Comprised of interest payable and principal repayment due under the Convertible Senior Notes' Indenture. (3) Comprised of the rent payments under the amended lease executed on August 14, 2019. (4) The purchase obligations are comprised of our non-cancelable purchase commitments under our Manufacturing and Commercial Supply Agreement with Patheon. These amounts are based on forecasts that may include estimates of our future market demand, quantity discounts and manufacturing efficiencies. (5) Remaining three months. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of September 30, 2020 and December 31, 2019, consisted of the following. September 30, December 31, Stock options and RSUs issued and outstanding 9,894,957 6,809,257 Stock options, RSUs and ESPP shares authorized for future issuance 2,307,526 3,257,316 Total 12,202,483 10,066,573 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and diluted net loss per share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019. Three Months Ended Nine Months Ended (In thousands, except share and per share amounts) 2020 2019 2020 2019 Numerator: Net loss $ (77,665) $ (44,119) $ (209,949) $ (118,642) Denominator: Weighted-average common shares outstanding 50,121,784 49,425,382 49,977,339 46,824,045 Less: weighted-average shares subject to repurchase (1,698) (7,357) (2,951) (10,169) Weighted-average number of shares used in basic and diluted net loss per share 50,120,086 49,418,025 49,974,388 46,813,876 Net loss per share, basic and diluted $ (1.55) $ (0.89) $ (4.20) $ (2.53) |
Antidilutive securities excluded from computation | The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive. September 30, 2020 2019 Warrants to purchase common stock 31,352 123,637 Assumed conversion of Convertible Senior Notes 6,019,560 — Common stock subject to repurchase 1,260 6,300 Options and RSUs issued and outstanding 9,894,957 6,685,989 Total potential common shares excluded from the computation of diluted net loss per share 15,947,129 6,815,926 |
Restructuring and Related Activ
Restructuring and Related Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | Following is a summary of accrued restructuring costs as of September 30, 2020. (in thousands) September 30, Severance and benefit costs $ 2,524 Other restructuring costs 136 Total restructuring costs 2,660 Cash payments (1,708) Balance at September 30, 2020 $ 952 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Marketable securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | $ 29,712 | $ 18,574 |
Level 2: | ||
Short-term investments | 288,284 | 289,424 |
Long-term investments | 57,629 | 46,980 |
Fair Value, Measurements, Recurring | ||
Total assets measured at fair value | ||
Amortized Cost | 375,039 | 354,693 |
Gross Unrealized Gains | 596 | 321 |
Gross Unrealized Losses | (10) | (36) |
Estimated Fair Value | 375,625 | 354,978 |
Cash | Fair Value, Measurements, Recurring | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 1,984 | 1,393 |
Level 1: | ||
Estimated Fair Value | 1,984 | 1,393 |
Cash and Cash Equivalents | Fair Value, Measurements, Recurring | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 29,712 | 18,574 |
Cash and Cash Equivalents | Cash | Fair Value, Measurements, Recurring | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 1,984 | 1,393 |
Short-Term Investments | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Short-term investments | 288,284 | 289,424 |
Long-Term Investments | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Long-term investments | 57,629 | 46,980 |
Level 1: | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Amortized Cost | 63,716 | |
Gross Unrealized Gains | 13 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 63,728 | |
Short-term investments | 29,816 | |
Long-term investments | 6,184 | |
Level 1: | Money market funds | Fair Value, Measurements, Recurring | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 27,728 | 17,181 |
Level 1: | ||
Estimated Fair Value | 27,728 | 17,181 |
Level 1: | U.S. Treasury securities | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Amortized Cost | 35,988 | |
Gross Unrealized Gains | 13 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 36,000 | |
Short-term investments | 29,816 | |
Long-term investments | 6,184 | |
Level 1: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Estimated Fair Value | 27,728 | |
Level 1: | Cash and Cash Equivalents | Money market funds | Fair Value, Measurements, Recurring | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash and Cash Equivalents | 27,728 | 17,181 |
Level 1: | Cash and Cash Equivalents | U.S. Treasury securities | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Estimated Fair Value | 0 | |
Level 2: | ||
Level 2: | ||
Gross Unrealized Losses | (10) | (36) |
Level 2: | U.S. government agency securities | ||
Level 2: | ||
Gross Unrealized Losses | (3) | (14) |
Level 2: | Commercial paper | ||
Level 2: | ||
Gross Unrealized Losses | (4) | (2) |
Level 2: | Corporate debt securities | ||
Level 2: | ||
Gross Unrealized Losses | (2) | (20) |
Level 2: | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Amortized Cost | 309,339 | 336,119 |
Gross Unrealized Gains | 583 | 321 |
Gross Unrealized Losses | (9) | (36) |
Estimated Fair Value | 309,913 | 336,404 |
Level 2: | Fair Value, Measurements, Recurring | U.S. government agency securities | ||
Level 2: | ||
Amortized Cost | 73,242 | 40,741 |
Gross Unrealized Gains | 18 | 6 |
Gross Unrealized Losses | (3) | (14) |
Estimated Fair Value | 73,257 | 40,733 |
Level 2: | Fair Value, Measurements, Recurring | Commercial paper | ||
Level 2: | ||
Amortized Cost | 120,791 | 108,248 |
Gross Unrealized Gains | 159 | 107 |
Gross Unrealized Losses | (4) | (2) |
Estimated Fair Value | 120,946 | 108,353 |
Level 2: | Fair Value, Measurements, Recurring | Corporate debt securities | ||
Level 2: | ||
Amortized Cost | 115,306 | 185,569 |
Gross Unrealized Gains | 406 | 205 |
Gross Unrealized Losses | (2) | (20) |
Estimated Fair Value | 115,710 | 185,754 |
Level 2: | Fair Value, Measurements, Recurring | Asset-backed Securities | ||
Level 2: | ||
Amortized Cost | 1,561 | |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 1,564 | |
Level 2: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Estimated Fair Value | 0 | 0 |
Level 2: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | U.S. government agency securities | ||
Level 2: | ||
Estimated Fair Value | 0 | 0 |
Level 2: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | Commercial paper | ||
Level 2: | ||
Estimated Fair Value | 0 | 0 |
Level 2: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | Corporate debt securities | ||
Level 2: | ||
Estimated Fair Value | 0 | 0 |
Level 2: | Cash and Cash Equivalents | Fair Value, Measurements, Recurring | Asset-backed Securities | ||
Level 2: | ||
Estimated Fair Value | 0 | |
Level 2: | Short-Term Investments | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Short-term investments | 258,468 | 289,424 |
Level 2: | Short-Term Investments | Fair Value, Measurements, Recurring | U.S. government agency securities | ||
Level 2: | ||
Short-term investments | 21,812 | 19,990 |
Level 2: | Short-Term Investments | Fair Value, Measurements, Recurring | Commercial paper | ||
Level 2: | ||
Short-term investments | 120,946 | 108,353 |
Level 2: | Short-Term Investments | Fair Value, Measurements, Recurring | Corporate debt securities | ||
Level 2: | ||
Short-term investments | 115,710 | 159,517 |
Level 2: | Short-Term Investments | Fair Value, Measurements, Recurring | Asset-backed Securities | ||
Level 2: | ||
Short-term investments | 1,564 | |
Level 2: | Long-Term Investments | Fair Value, Measurements, Recurring | ||
Level 2: | ||
Long-term investments | 51,445 | 46,980 |
Level 2: | Long-Term Investments | Fair Value, Measurements, Recurring | U.S. government agency securities | ||
Level 2: | ||
Long-term investments | 51,445 | 20,743 |
Level 2: | Long-Term Investments | Fair Value, Measurements, Recurring | Commercial paper | ||
Level 2: | ||
Long-term investments | 0 | 0 |
Level 2: | Long-Term Investments | Fair Value, Measurements, Recurring | Corporate debt securities | ||
Level 2: | ||
Long-term investments | $ 0 | 26,237 |
Level 2: | Long-Term Investments | Fair Value, Measurements, Recurring | Asset-backed Securities | ||
Level 2: | ||
Long-term investments | $ 0 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)position | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)position | Sep. 30, 2019USD ($) | Dec. 31, 2019position | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investment interest income | $ 900,000 | $ 2,500,000 | $ 3,800,000 | $ 6,700,000 | |
Debt instruments held in continuous unrealized loss position | position | 8 | 8 | 18 | ||
Debt securities, available-for-sale, allowance for credit loss | $ 0 | $ 0 | |||
Discount rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.095 | 0.095 | |||
Discount rate | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.095 | 0.095 | |||
Probability of the occurrence of certain events | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.200 | 0.200 | |||
Probability of the occurrence of certain events | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.200 | 0.200 | |||
Term Loan | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value | $ 80,100,000 | $ 80,100,000 | |||
Convertible Senior Notes | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value | $ 117,700,000 | $ 117,700,000 | |||
Convertible Senior Notes | Discount rate | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.153 | 0.153 | |||
Convertible Senior Notes | Volatility | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability, measurement input | 0.620 | 0.620 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Available-for-sale investments in continuous unrealized loss position not deemed to be OTTI (Details) - Level 2 - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 50,345 | $ 68,329 |
Unrealized Losses | (10) | (36) |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 6,184 | 0 |
Unrealized Losses | (1) | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 29,473 | 24,235 |
Unrealized Losses | (3) | (14) |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 9,977 | 5,426 |
Unrealized Losses | (4) | (2) |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 4,711 | 38,668 |
Unrealized Losses | $ (2) | $ (20) |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Maturities of cash equivalents and available-for-sale investments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Amortized Cost | |
Mature in less than one year | $ 287,707 |
Mature in one to five years | 57,620 |
Total | 345,327 |
Fair Value | |
Mature in less than one year | 288,284 |
Mature in one to five years | 57,629 |
Total | $ 345,913 |
FAIR VALUE MEASUREMENTS AND F_7
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Reconciliation of liabilities measured using Level 3 (Details) - Fair Value, Inputs, Level 3 - Compound Derivative Liability - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value at beginning of period | $ 977 | $ 161 |
Change in fair value | (699) | 259 |
Fair value at end of period | $ 278 | $ 420 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Significant unobservable inputs related to level 3 assets and liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.095 |
Probability of the occurrence of certain events | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.200 |
Fair Value, Inputs, Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Compound derivative liability | $ 278 |
Fair Value, Inputs, Level 3 | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.095 |
Fair Value, Inputs, Level 3 | Probability of the occurrence of certain events | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.200 |
LEASES - Information related to
LEASES - Information related to operating lease cost (Details) $ in Thousands | Aug. 14, 2019USD ($)ft² | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 01, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Aug. 15, 2019ft² | Nov. 30, 2017ft² | Aug. 31, 2017ft² | Jul. 31, 2014 |
Lessee, Lease, Description [Line Items] | |||||||||||
Term of operating lease | 5 years | ||||||||||
Operating lease renewal term | 3 years | ||||||||||
Lease rentable area (in square feet) | ft² | 46,074 | 26,987 | |||||||||
Extension of square footage leased | ft² | 19,177 | ||||||||||
Temporary office space square footage | ft² | 5,569 | ||||||||||
Term of third lease amendment lease | 84 months | ||||||||||
Term of operating lease not yet commenced | 36 months | ||||||||||
Operating lease ROU asset | $ 14,204 | $ 14,204 | $ 9,376 | ||||||||
Total operating lease liabilities | 15,280 | 15,280 | |||||||||
Operating lease, cost | 600 | $ 400 | 1,500 | $ 900 | |||||||
Variable lease cost | $ 200 | 500 | |||||||||
Cash payments for operating leases | $ 900 | $ 800 | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | ||||||||||
Accounting Standards Update 2016-02 | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease ROU asset | $ 8,100 | $ 5,800 | |||||||||
Total operating lease liabilities | $ 8,100 | $ 5,800 | |||||||||
Amended Lease | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease rentable area (in square feet) | ft² | 13,258 | ||||||||||
Second Amendment To Lease | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Lease rentable area (in square feet) | ft² | 26,897 |
LEASES - Operating lease schedu
LEASES - Operating lease schedule of maturity (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining three months) | $ 432 |
2021 | 2,171 |
2022 | 2,847 |
2023 | 2,933 |
2024 | 3,020 |
2025 and thereafter | 8,494 |
Total lease payments | 19,897 |
Less: imputed interest | (4,617) |
Total operating lease liabilities | $ 15,280 |
LEASES - Supplemental balance s
LEASES - Supplemental balance sheet information regarding operating leases (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted average discount rate | 7.40% | 6.00% |
Weighted average remaining lease term | 6 years 10 months 24 days | 7 years 8 months 12 days |
OTHER BALANCE SHEET COMPONENT_2
OTHER BALANCE SHEET COMPONENTS - Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 5,146 | $ 5,146 | $ 5,376 | ||
Less: accumulated depreciation and amortization | (3,364) | (3,364) | (2,648) | ||
Total property and equipment, net | 1,782 | 1,782 | 2,728 | ||
Depreciation and amortization expense | 200 | $ 200 | 716 | $ 524 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 558 | 558 | 265 | ||
Computer and lab equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 3,252 | 3,252 | 3,867 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 1,336 | $ 1,336 | $ 1,244 |
OTHER BALANCE SHEET COMPONENT_3
OTHER BALANCE SHEET COMPONENTS - Accrued expense and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued clinical and nonclinical study costs | $ 6,872 | $ 8,343 | |
Accrued contract manufacturing | 9,613 | 17,343 | |
Accrued compensation | 4,425 | 3,367 | |
Interest Payable | 3,030 | $ 0 | |
Accrued professional fees and other | 5,320 | 3,727 | |
Total accrued expenses and other current liabilities | $ 29,260 | $ 32,780 |
BORROWINGS - Additional informa
BORROWINGS - Additional information (Details) | May 22, 2020USD ($)daylender$ / sharesRate | May 18, 2020USD ($)tranche | Mar. 27, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Jul. 17, 2020shares | May 19, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)lender | Dec. 31, 2019USD ($) | Dec. 13, 2019USD ($)$ / sharesshares | Dec. 28, 2018USD ($)$ / sharesshares | Oct. 15, 2018USD ($)tranche | Apr. 10, 2018USD ($) | Feb. 28, 2018USD ($)tranche$ / sharesshares |
Debt Instrument [Line Items] | ||||||||||||||
Long-term portion of Term Loan | $ 61,957,000 | $ 58,374,000 | ||||||||||||
Percentage of principal | 1.00% | |||||||||||||
Net proceeds from issuance of convertible debt | $ 193,285,000 | $ 0 | ||||||||||||
Repurchase price after fundamental change (as a percent) | 100.00% | |||||||||||||
Hercules Capital, Inc. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrant (in shares) | shares | 85,533 | |||||||||||||
Hercules Technology III, L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrant (in shares) | shares | 21,383 | |||||||||||||
Hercules Capital, Inc. and Hercules Technology III, L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Shares issued to related party | shares | 68,816 | |||||||||||||
Tranche four | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of Lenders | lender | 2 | |||||||||||||
Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 100,000,000 | $ 100,000,000 | ||||||||||||
Debt, number of tranches | tranche | 5 | 5 | ||||||||||||
Long-term portion of Term Loan | $ 40,000,000 | |||||||||||||
Debt payment terms, multiplier | 7.55% | |||||||||||||
Number of shares called by warrant (in shares) | shares | 53,458 | |||||||||||||
Exercise price of warrant (in USD per share) | $ / shares | $ 9.35 | |||||||||||||
Estimated fair value of warrants | $ 200,000 | |||||||||||||
Increase (decrease) in equity due to warrants | $ 900,000 | $ 200,000 | ||||||||||||
Fair value of embedded derivative liability | 300,000 | $ 700,000 | ||||||||||||
Unamortized underwriter discounts and issuance costs | $ 2,700,000 | $ 3,600,000 | ||||||||||||
Term Loan | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt prepayment fee, percentage | 2.00% | |||||||||||||
Term Loan | Tranche one | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | 25,000,000 | |||||||||||||
Term Loan | Tranche two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 15,000,000 | $ 25,000,000 | ||||||||||||
Number of shares called by warrant (in shares) | shares | 53,458 | |||||||||||||
Exercise price of warrant (in USD per share) | $ / shares | $ 9.35 | |||||||||||||
New Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity of term loan | $ 200,000,000 | |||||||||||||
Term of principal and interest payments | 30 months | |||||||||||||
One time payment of principal | $ 2,600,000 | |||||||||||||
Debt prepayment fee, percentage year two | 1.50% | |||||||||||||
Debt prepayment fee, percentage year three | 1.00% | |||||||||||||
Debt prepayment fee, percentage after year three | 0.00% | |||||||||||||
New Term Loan | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Extended period for payment of interest only | 24 months | |||||||||||||
New Term Loan | Tranche one | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 20,000,000 | |||||||||||||
New Term Loan | Tranche four | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | 15,000,000 | $ 15,000,000 | ||||||||||||
New Term Loan | Tranche Five | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 50,000,000 | |||||||||||||
Debt covenant, percentage of unrestricted cash | 100.00% | |||||||||||||
Third amendment to term loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrant (in shares) | shares | 16,721 | 6,270 | 8,361 | |||||||||||
Exercise price of warrant (in USD per share) | $ / shares | $ 23.92 | $ 23.92 | $ 23.92 | |||||||||||
Increase (decrease) in equity due to warrants | $ 300,000 | $ 100,000 | $ 300,000 | |||||||||||
Warrants measurement input | 0.023 | |||||||||||||
Fourth amendment to term loan | Tranche four | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 15,000,000 | |||||||||||||
Fourth amendment to term loan | Tranche four | Hercules Capital, Inc. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | 5,000,000 | |||||||||||||
Fourth amendment to term loan | Tranche four | Hercules Technology III, L.P. | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 10,000,000 | |||||||||||||
Fifth amendment to term loan | Tranche Five | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 75,000,000 | |||||||||||||
Debt, number of tranches | tranche | 2 | |||||||||||||
Fifth amendment to term loan | Tranche Six | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 25,000,000 | |||||||||||||
Fifth amendment to term loan | Tranche Seven | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 50,000,000 | |||||||||||||
Senior Notes | 3.50% Due 2027 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt aggregate principal amount | $ 200,000,000 | |||||||||||||
Debt interest rate | 0.035% | |||||||||||||
Unamortized underwriter discounts and issuance costs | $ 3,882,000 | |||||||||||||
Aggregate amount of additional purchase option | $ 25,000,000 | |||||||||||||
Net proceeds from issuance of convertible debt | 193,300,000 | |||||||||||||
Underwriting discounts, commissions and other offering costs | $ 6,700,000 | |||||||||||||
Percentage of principal | 25.00% | |||||||||||||
Carrying amount of liability component | $ 117,700,000 | 116,625,000 | ||||||||||||
Equity component, net of underwriter discounts and issuance costs | $ (82,300,000) | $ (79,498,000) | ||||||||||||
Effective interest rate | 13.50% | |||||||||||||
Amortization period | 7 years | 6 years 7 months 6 days | ||||||||||||
Debt issuance costs allocated to liability component | $ (4,000,000) | |||||||||||||
Debt issuance costs allocated to equity component | $ 2,700,000 | |||||||||||||
Senior Notes | 3.50% Due 2027 | Debt Instrument, Redemption, Period One | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of trading days prior to maturity | day | 40 | |||||||||||||
Percentage of conversion price | 130.00% | |||||||||||||
Number of trading days | lender | 20 | |||||||||||||
Number of consecutive trading days | lender | 30 | |||||||||||||
Redemption price percentage | 100.00% | |||||||||||||
Conversion rate | Rate | 3009.78% | |||||||||||||
Conversion price | $ / shares | $ 33.23 | |||||||||||||
Senior Notes | 3.50% Due 2027 | Debt Instrument, Redemption, Period Two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of conversion price | 130.00% | |||||||||||||
Number of trading days | lender | 20 | |||||||||||||
Number of consecutive trading days | lender | 30 | |||||||||||||
Redemption price percentage | 98.00% | |||||||||||||
Number of consecutive business days | day | 5 | |||||||||||||
Consecutive trading days, measurement period | day | 10 | |||||||||||||
Debt Instrument, Convertible, Principal Amount Of Note | $ 1,000 | |||||||||||||
Floating variable rate 1 | Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt interest rate | 8.35% | |||||||||||||
Floating variable rate 2 | Term Loan | Prime rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, basis spread on variable rate | 8.35% | |||||||||||||
Floating variable rate 2 | New Term Loan | Prime rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt, basis spread on adjusted variable rate | 6.00% | |||||||||||||
Floating variable rate 3 | Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt interest rate | 9.85% | |||||||||||||
Time To Liquidity | Third amendment to term loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Measurement input, time to liquidity | 7 years | |||||||||||||
Volatility | Third amendment to term loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants measurement input | 0.750 | 0.699 | 0.727 | |||||||||||
Risk-free interest rate | Third amendment to term loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants measurement input | 0.005 | 0.018 | ||||||||||||
Discount Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative liability, measurement input | 0.095 | |||||||||||||
Measurement input, probability of occurrence of certain events | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative liability, measurement input | 0.200 |
BORROWINGS - Debt maturity sche
BORROWINGS - Debt maturity schedule (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 (remaining three months) | $ 1,583 |
Long-Term Debt, Maturity, Year One | 26,574 |
2022 | 33,344 |
2023 | 24,867 |
Long-term debt including interest payable | 86,368 |
Less: amount representing interest | (11,368) |
Present value of Term Loan | 75,000 |
Less: current portion | (13,714) |
Long-term portion of Term Loan | $ 61,286 |
BORROWINGS - Convertible Debt C
BORROWINGS - Convertible Debt Carrying Value (Details) - Senior Notes - 3.50% Due 2027 - USD ($) $ in Thousands | Sep. 30, 2020 | May 22, 2020 |
Debt Instrument [Line Items] | ||
Principal | $ 200,000 | |
Unamortized discount - equity component | (79,493) | |
Unamortized underwriter discounts and issuance costs | (3,882) | |
Net carrying amount | 116,625 | $ 117,700 |
Equity component, net of underwriter discounts and issuance costs | $ 79,498 | $ 82,300 |
BORROWINGS - Interest Expense (
BORROWINGS - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 6,267 | $ 1,410 | $ 12,043 | $ 4,190 |
Senior Notes | 3.50% Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 1,750 | 2,508 | ||
Amortization of debt discount | 1,930 | 2,767 | ||
Amortization of underwriter discounts and issuance costs | 50 | 72 | ||
Total interest expense | $ 3,730 | $ 5,347 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Term loan and tenant improvement loan | |
2020 | $ 26,574 |
Lease obligations | |
Total | 19,897 |
2020 | 432 |
2021 - 2022 | 5,018 |
2023 - 2024 | 5,953 |
Thereafter | 8,494 |
Manufacturing and service contracts | |
Total | 586,043 |
2020 | 23,607 |
2021 - 2022 | 96,758 |
2023 - 2024 | 116,420 |
Thereafter | 349,258 |
Total contractual obligations and commitments | |
Total | 949,524 |
2020 | 29,009 |
2021 - 2022 | 178,361 |
2023 - 2024 | 166,902 |
Thereafter | 575,252 |
Term Loan | |
Term loan and tenant improvement loan | |
Total | 94,650 |
2020 | 1,583 |
2021 - 2022 | 62,538 |
2023 - 2024 | 30,529 |
Thereafter | 0 |
Senior Notes | |
Convertible Senior Notes [Abstract] | |
Total | 248,864 |
2020 | 3,364 |
2021 - 2022 | 14,000 |
2023 - 2024 | 14,000 |
Thereafter | 217,500 |
Tenant Improvement Loan | |
Term loan and tenant improvement loan | |
Total | 70 |
2020 | 23 |
2021 - 2022 | 47 |
2023 - 2024 | 0 |
Thereafter | $ 0 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 08, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Jul. 02, 2018 |
Class of Stock [Line Items] | ||||
Total number of shares authorized for issue (in shares) | 440,000,000 | |||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 | |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding (in shares) | 50,184,240 | 49,763,176 | ||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Number of common stock issued (in shares) | 840,000 | |||
Underwritten Public Offering | ||||
Class of Stock [Line Items] | ||||
Number of common stock issued (in shares) | 6,440,000 | |||
Share price (in USD per share) | $ 36 | |||
Proceeds from initial public offering, net of issuance costs | $ 217.9 | |||
Underwriting discounts and commissions | $ 13.9 |
STOCKHOLDERS' EQUITY - Common s
STOCKHOLDERS' EQUITY - Common stock (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Stock options and RSUs issued and outstanding (in shares) | 9,894,957 | 6,809,257 |
Stock options, RSUs and ESPP shares authorized for future issuance (in shares) | 2,307,526 | 3,257,316 |
Total (in shares) | 12,202,483 | 10,066,573 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net loss | $ (77,665) | $ (58,170) | $ (74,114) | $ (44,119) | $ (36,626) | $ (37,897) | $ (209,949) | $ (118,642) |
Denominator: | ||||||||
Weighted average common shares outstanding (in shares) | 50,121,784 | 49,425,382 | 49,977,339 | 46,824,045 | ||||
Less: weighted average shares subject to repurchase (in shares) | (1,698) | (7,357) | (2,951) | (10,169) | ||||
Weighted-average number of shares used in basic and diluted net loss per share (in shares) | 50,120,086 | 49,418,025 | 49,974,388 | 46,813,876 | ||||
Net loss per share, basic and diluted (in USD per share) | $ (1.55) | $ (0.89) | $ (4.20) | $ (2.53) | ||||
Loss before income taxes | $ (77,629) | $ (44,119) | $ (209,999) | $ (118,642) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 15,947,129 | 6,815,926 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 31,352 | 123,637 |
Assumed conversion of Convertible Senior Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,019,560 | 0 |
Common stock subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,260 | 6,300 |
Options and RSUs issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,894,957 | 6,685,989 |
Restructuring and Related Act_2
Restructuring and Related Activities (Details) $ in Thousands | Sep. 18, 2020employee | Sep. 30, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated | employee | 43 | |
Percent of company's workforce eliminated | 21.50% | |
Total restructuring costs | $ 2,660 | |
Cash payments | (1,708) | |
Balance at September 30, 2020 | 952 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | 2,524 | |
Other Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | $ 136 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Sep. 18, 2020 | Dec. 31, 2020USD ($)employee |
Subsequent Event [Line Items] | ||
Percent of company's workforce eliminated | 21.50% | |
Forecast | ||
Subsequent Event [Line Items] | ||
Expected number of positions eliminated | employee | 93 | |
Percent of company's workforce eliminated | 60.00% | |
Approximate restructuring costs | $ | $ 13.2 |