Cover page
Cover page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38558 | ||
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, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.1 | ||
Entity Common Stock, Shares Outstanding | 55,397,158 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001595585 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 21,113 | $ 137,857 |
Short-term investments | 119,419 | 171,670 |
Prepaid expenses and other current assets | 5,004 | 4,488 |
Total current assets | 145,536 | 314,015 |
Long-term investments | 10,043 | 22,757 |
Property and equipment, net | 769 | 1,112 |
Operating lease right-of-use assets | 12,158 | 13,801 |
Total assets | 168,506 | 351,685 |
Current liabilities: | ||
Accounts payable | 10,023 | 3,508 |
Current operating lease liabilities | 2,736 | 2,079 |
Accrued expenses and other current liabilities | 16,721 | 28,671 |
Total current liabilities | 29,480 | 34,258 |
Liabilities, Noncurrent [Abstract] | ||
Term Loan, net | 0 | 76,638 |
Convertible Senior Notes, net | 127,512 | 118,670 |
Non-current operating lease liabilities | 11,296 | 13,046 |
Other long-term liabilities | 0 | 202 |
Total liabilities | 168,288 | 242,814 |
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 December 31, 2021 and 2020. | 0 | 0 |
Common stock, $0.001 par value; 400,000,000 shares authorized as of December 31, 2021 and 2020; 55,363,461 and 50,210,779 shares issued and outstanding as of December 31, 2021 and 2020, respectively. | 55 | 50 |
Additional paid-in capital | 810,618 | 742,555 |
Accumulated other comprehensive income (loss) | (91) | 64 |
Accumulated deficit | (810,364) | (633,798) |
Total stockholders’ equity | 218 | 108,871 |
Total liabilities and stockholders’ equity | $ 168,506 | $ 351,685 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 outstanding (in shares) | 55,363,461 | 50,210,779 |
Common stock, shares issued (in shares) | 55,363,461 | 50,210,779 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 115,364 | $ 148,417 |
General and administrative | 37,590 | 102,983 |
Total operating expenses | 152,954 | 251,400 |
Loss from operations | (152,954) | (251,400) |
Other income (expense), net | 114 | 5,016 |
Interest expense | (17,602) | (18,407) |
Loss on early extinguishment of Term Loan | (6,124) | 0 |
Net loss | (176,566) | (264,791) |
Other comprehensive income (loss): | ||
Net unrealized gain (loss) on available-for-sale-investments, net of tax | (155) | (129) |
Total comprehensive loss | $ (176,721) | $ (264,920) |
Net loss per share, basic (in USD per share) | $ (3.44) | $ (5.29) |
Net loss per share, diluted (in USD per share) | $ (3.44) | $ (5.29) |
Weighted-average number of shares outstanding, basic (in shares) | 51,280,697 | 50,027,735 |
Weighted-average number of shares outstanding, diluted (in shares) | 51,280,697 | 50,027,735 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF 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, 2019 | 49,763,176 | ||||
Beginning balance at Dec. 31, 2019 | $ 263,883 | $ 50 | $ 632,647 | $ 193 | $ (369,007) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity component of Convertible Senior Notes, net of underwriter discounts and issuance costs | 79,498 | 79,498 | |||
Issuance of common stock upon exercise of warrants in connection with Term Loans (in shares) | 68,816 | ||||
Issuance of common stock upon exercise of warrants in connection with Term Loan | 0 | ||||
Issuance of warrants in connection with Term Loan | 112 | 112 | |||
Issuance of common stock under equity incentive plans (in shares) | 378,787 | ||||
Issuance of common stock under equity incentive plans | 2,000 | $ 0 | 2,000 | ||
Stock-based compensation | 28,298 | 28,298 | |||
Net unrealized gain (loss) on available-for-sale-investments, net of tax | (129) | (129) | |||
Net loss | $ (264,791) | (264,791) | |||
Ending balance (in shares) at Dec. 31, 2020 | 50,210,779 | 50,210,779 | |||
Ending balance at Dec. 31, 2020 | $ 108,871 | $ 50 | 742,555 | 64 | (633,798) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock and warrants in connection with the Registered Direct Equity Financing, net of issuance costs (in shares) | 4,666,667 | ||||
Issuance of common stock in connection with public offering, net of underwriter discounts and issuance costs | 41,549 | $ 5 | 41,544 | ||
Issuance of common stock under equity incentive plans (in shares) | 486,015 | ||||
Issuance of common stock under equity incentive plans | 835 | 835 | |||
Tax withholdings related to net share settlement of equity awards | (198) | (198) | |||
Stock-based compensation | 25,882 | 25,882 | |||
Net unrealized gain (loss) on available-for-sale-investments, net of tax | (155) | (155) | |||
Net loss | $ (176,566) | (176,566) | |||
Ending balance (in shares) at Dec. 31, 2021 | 55,363,461 | 55,363,461 | |||
Ending balance at Dec. 31, 2021 | $ 218 | $ 55 | $ 810,618 | $ (91) | $ (810,364) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (176,566) | $ (264,791) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 442 | 897 |
Non-cash restructuring costs | 0 | 679 |
Non-cash operating lease costs | 550 | 845 |
Amortization of premiums and accretion of discounts on investments, net | 493 | 1 |
Accretion of Term Loan and Convertible Senior Notes | 9,365 | 8,258 |
Loss on early extinguishment of Term Loan | 6,124 | 0 |
Stock-based compensation | 25,882 | 28,298 |
Changes in compound derivative liability | (202) | (775) |
Realized gains on sale of investments | 0 | (34) |
Other non-cash items | (29) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (497) | 233 |
Accounts payable | 6,516 | (2,387) |
Accrued expenses and other liabilities | (12,134) | (2,411) |
Net cash used in operating activities | (140,056) | (231,187) |
Investing activities: | ||
Purchase of investments | (180,342) | (329,441) |
Proceeds from maturities of investments | 244,659 | 429,606 |
Proceeds from sale of investments | 0 | 41,717 |
Purchase of property and equipment | (99) | (1,605) |
Net cash provided by investing activities | 64,218 | 140,277 |
Financing activities: | ||
Proceeds from equity offerings, net of offering costs | 41,582 | 0 |
Proceeds from issuance of common stock under equity incentive plans | 835 | 2,017 |
Proceeds from Convertible Senior Notes, net | 0 | 193,285 |
Repayments of leasehold improvement loan | (38) | (80) |
Cash paid for early extinguishment of Term Loan | (83,285) | 0 |
Proceeds from Term Loan, net | 0 | 14,971 |
Net cash provided by (used in) financing activities | (40,906) | 210,193 |
Net increase (decrease) in cash and cash equivalents | (116,744) | 119,283 |
Cash and cash equivalents at beginning of year | 137,857 | 18,574 |
Cash and cash equivalents at end of year | 21,113 | 137,857 |
Supplemental disclosures | ||
Cash paid for interest | 8,774 | 9,084 |
Supplemental disclosures of non-cash investing and financing activities | ||
Right-of-use assets obtained in exchange for lease obligations | 0 | 5,820 |
Deferred equity offering costs incurred but not paid | 33 | 0 |
Payments for taxes related to net share settlement of equity awards not remitted | 198 | 0 |
Warrants and compound derivative liability related to Term Loan | $ 0 | $ 112 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGAINZATION 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. 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 and slow chronic kidney disease, or CKD, progression in patients with CKD. Funding Requirements —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 December 31, 2021, the Company has relied primarily on the proceeds from equity offerings and debt financing to finance its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents —All highly liquid investments with maturities at the date of purchase of three months or less are classified as cash equivalents. There are no restrictions on cash and cash equivalents. Investments and Credit Losses —The Company's investments are in U.S. Treasury and government agency securities, commercial paper and corporate debt securities. All investments with maturities of greater than three months at the date of purchase and maturities of less than one year at the reporting date are classified as short-term investments, while investments with maturities of a year or more at the reporting date are classified as long-term investments. The Company has classified its investments as available-for-sale in the accompanying financial statements. Available-for-sale investments are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses on the sale of all such securities are reported in other income (expense), net and are computed using the specific identification method. 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 of available-for-sale debt securities are evaluated for identification of losses attributable to credit factors. Any unrealized losses attributed to credit factors are charged to earnings. As of December 31, 2021, 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. Concentration of Credit Risk and Other Risks and Uncertainties —Financial instruments that potentially subject the Company to a concentration of credit risk, consist primarily of cash, cash equivalents, short-term and long-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to those financial institutions. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash, cash equivalents, short-term and long-term investments and by the issuers of the securities to the extent recorded on the balance sheet. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs and prepare for the commercial launch of veverimer. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredient and drug product related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Property and Equipment —Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, which is three years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or their estimated useful economic lives. Impairment of Long-Lived Assets —Long-lived assets consist of property and equipment. The Company assesses potential impairment losses on long-lived assets used in operations when events and circumstances indicate that assets might be impaired. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company recognized an impairment loss of $0.7 million for the year ended December 31, 2020. See Note 10. "Restructurings" for additional details. There were no impairment losses recognized for the year ended December 31, 2021. Research and Development Expense —Research and development expense is charged to the statements of operations and comprehensive loss in the period in which they are incurred. Research and development expense consists primarily of salaries and related costs, including stock-based compensation expense, for personnel and consultants in our research and development functions; fees paid to clinical consultants, clinical trial sites and vendors, including CROs, costs related to pre-commercialization manufacturing activities including payments to CMOs and other vendors and consultants, costs related to regulatory activities, expenses related to lab supplies and services and depreciation and other allocated facility-related and overhead expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company records accruals for the estimated costs of research, nonclinical and clinical studies and manufacturing development, which are a significant component of research and development expenses. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers, including clinical research organizations, or CROs, and contract manufacturing organizations, or CMOs. The Company’s contracts with CROs generally include pass-through fees such as regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through the review of contracts and subsequent discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fees to be paid for such services. Leases —The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in operating lease right-of-use, or ROU, assets; current operating lease liabilities; and non-current operating lease liabilities on its balance sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is reevaluated upon a lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. Stock-Based Compensation —Stock-based compensation expense represents the grant-date fair value of awards recognized on a straight-line basis or by using an accelerated attribution method for awards with performance conditions over the employee's requisite service period (generally the vesting period). The Black-Scholes option-pricing model is used to calculate the grant date fair value of stock option awards and shares purchased under the Employee Stock Purchase Plan, or ESPP. For restricted stock units, or RSUs, the grant-date fair value is the closing price of the Company's common stock on the date of grant as reported on The Nasdaq Global Select Market. Because stock compensation expense is an estimate of awards ultimately expected to vest, it is reduced by an estimate for future forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Compensation expense for performance-based awards is recorded over the estimated service period using an accelerated attribution method when the performance conditions are deemed probable of achievement. The Company records the expense attributed to nonemployee services paid with stock option awards based on the estimated fair value of the awards determined using the Black-Scholes option pricing model. The measurement of stock-based compensation for nonemployees was previously subject to remeasurement as the options vested. As of July 1, 2018, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which no longer subjects nonemployee awards to remeasurement. The expense is recognized over the period during which services are received. Income Taxes —The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion or all of its deferred tax assets will not be realized. The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Comprehensive Loss —Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes changes in stockholders’ equity that are excluded from net loss, primarily unrealized gains or losses on the Company’s available-for-sale investments. These changes in stockholders' equity are reflected net of tax. Net Loss per Share —Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. Segment Reporting —The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All of the Company's assets are maintained in the United States. Recent Accounting Pronouncements 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. 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 Company will adopt ASU 2020-06 effective January 1, 2022, using the modified retrospective method. On adoption, the Company expects to account for the Convertible Senior Notes as a single liability measured at amortized cost resulting in reduced prospective non-cash interest expense due to the de-recognition of the remaining debt discount associated with the equity component. The expected cumulative impact of the adoption of ASU 2020-06 to be reflected on the Company's balance sheet on January 1, 2022 is as follows. in thousands Balance at December 31, 2021 Cumulative Impact of ASU 2020-06 Adoption Balance at January 1, 2022 Liabilities Convertible Senior Notes, net $ 127,512 $ 67,158 $ 194,670 Stockholder's Equity Additional paid-in capital 810,618 (79,498) 731,120 Accumulated deficit (810,364) 12,340 (798,024) |
FAIR VALUE MEASUREMENTS AND FAI
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
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 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 Company's 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 project 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 December 31, 2021 and 2020. December 31, 2021 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term investments Cash $ 2,965 $ — $ — $ 2,965 $ 2,965 $ — $ — Level 1: Money market fund 18,148 — — 18,148 18,148 — — U.S. Treasury securities 8,028 — (11) 8,017 — — 8,017 Subtotal 26,176 — (11) 26,165 18,148 — 8,017 Level 2: U.S. government agency securities 10,000 — — 10,000 — 10,000 — Commercial paper 107,397 20 (4) 107,413 — 107,413 — Corporate debt securities 4,036 — (4) 4,032 — 2,006 2,026 Subtotal 121,433 20 (8) 121,445 — 119,419 2,026 Total assets measured at fair value $ 150,574 $ 20 $ (19) $ 150,575 $ 21,113 $ 119,419 $ 10,043 December 31, 2020 Reported as: (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term investments Cash $ 2,011 $ — $ — $ 2,011 $ 2,011 $ — $ — Level 1: Money market fund 25,862 — — 25,862 25,862 — — U.S. Treasury securities 8,157 1 (1) 8,157 — 8,157 — Subtotal 34,019 1 (1) 34,019 25,862 8,157 — Level 2: U.S. Government agency securities 64,370 15 (3) 64,382 — 41,625 22,757 Commercial paper 159,183 16 (6) 159,193 97,989 61,204 — Corporate debt securities 72,546 134 (1) 72,679 11,995 60,684 — Subtotal 296,099 165 (10) 296,254 109,984 163,513 22,757 Total assets measured at fair value $ 332,129 $ 166 $ (11) $ 332,284 $ 137,857 $ 171,670 $ 22,757 Interest income related to the Company's cash, cash equivalents and available-for-sale investments included in other income (expense), net was approximately $0.5 million and $4.4 million for the years ended December 31, 2021 and 2020, respectively. The following table summarizes the maturities of the Company’s available-for-sale investments (excluding money market funds), as of December 31, 2021. December 31, 2021 (in thousands) Amortized Cost Fair Value Mature in less than one year $ 119,404 $ 119,419 Mature in one to two years 10,057 10,043 Total $ 129,461 $ 129,462 The following table presents a reconciliation of financial liabilities to the compound derivative liability associated with the Loan and Security Agreement, or Term Loan, with Hercules Capital Inc., or Hercules, measured at fair value on a recurring basis using Level 3 unobservable inputs for the years ended December 31, 2021 and 2020. The key valuation assumptions used were the discount rate and the probability of the occurrence of certain events. In conjunction with early extinguishment of the Term Loan on March 12, 2021, the Company extinguished the compound derivative liability associated with the Term Loan. Years Ended December 31, (in thousands) 2021 2020 Fair value at beginning of year $ 202 $ 977 Change in fair value — (775) Extinguishment of compound derivative liability upon extinguishment of Term Loan (202) — Fair value at end of year $ — $ 202 The estimated fair value of the Convertible Senior Notes was $113.8 million as of December 31, 2021 measured using Level 3 inputs. The key valuation assumptions used consist of the discount rate of 20.0% and volatility of 91.0%. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases 46,074 square feet of office and laboratory space in South San Francisco under a lease that expires in August 2027, with the right to extend the lease for an additional 36 months subject to certain conditions. Operating lease expense was $2.7 million and $2.2 million for the years ended December 31, 2021 and 2020, respectively. Variable lease cost was $0.6 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. Operating cash flows for the years ended December 31, 2021 and 2020 included $2.2 million and $1.3 million in cash payments for operating leases, respectively. The following table presents the maturity analysis of the Company's operating lease liabilities showing the aggregate lease payments as of December 31, 2021. (in thousands) December 31, 2021 2022 $ 2,847 2023 2,933 2024 3,020 2025 3,111 2026 3,204 2027 and thereafter 2,179 Total lease payments 17,294 Less: imputed interest (3,262) Total operating lease liabilities $ 14,032 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 |
OTHER BALANCE SHEET COMPONENTS
OTHER BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020. (in thousands) December 31, 2021 December 31, 2020 Furniture and fixtures $ 315 $ 274 Computer and lab equipment 3,284 3,277 Leasehold improvements 1,691 1,786 5,290 5,337 Less: accumulated depreciation and amortization (4,521) (4,225) Total property and equipment, net $ 769 $ 1,112 Depreciation and amortization expense was approximately $0.4 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively. Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of December 31, 2021 and 2020. (in thousands) December 31, 2021 December 31, 2020 Accrued clinical and nonclinical study costs $ 4,650 $ 3,846 Accrued contract manufacturing 4,704 15,511 Accrued compensation 5,821 2,231 Accrued interest 895 1,434 Accrued restructuring 101 4,856 Accrued professional fees and other 550 793 Total accrued expenses and other current liabilities $ 16,721 $ 28,671 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Term Loan On February 28, 2018, the Company entered into the Term Loan with Hercules. In 2018, $40.0 million was funded under the first and second tranches of the Term Loan. In 2019, $20.0 million was funded under the third tranche of the Term Loan. In 2020, the fourth tranche of the Term Loan was funded in the amount of $15.0 million. On March 12, 2021, the Company repaid the outstanding principal of $75.0 million and fees in the amount of $8.3 million to Hercules under the Term Loan. The Company recognized a loss on early debt extinguishment of $6.1 million. Warrants In conjunction with the Term Loan, the Company issued warrants to Hercules to purchase shares of its common stock. 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 2020, warrants were exercised to purchase 106,916 shares of the Company's common stock at an exercise price of $9.35 per share. A total of 68,816 shares of the Company's common stock was issued in a net settlement transaction. The following table presents the outstanding warrants related to the Term Loan as of December 31, 2021 and 2020. Exercise Price December 31, December 31, Common stock warrants - expiring March 2026 $ 23.92 16,721 16,721 Common stock warrants - expiring December 2026 23.92 8,361 8,361 Common stock warrants - expiring May 2027 23.92 6,270 6,270 Common stock warrants outstanding related to Term Loan 31,352 31,352 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 recorded a compound derivative liability which was required to be carried at fair value. In conjunction with early extinguishment of the Term Loan on March 12, 2021, the Company extinguished the compound derivative liability associated with the Term Loan. 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 December 31, 2021, 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, if any, 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 was amortized to interest expense at an effective interest rate of 13.5% over the effective life of the Convertible Senior Notes of 7 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 December 31, 2021 and 2020. (in thousands) December 31, December 31, Liability component: Principal $ 200,000 $ 200,000 Unamortized discount - equity component (68,926) (77,503) Unamortized underwriter discounts and issuance costs (3,562) (3,827) Net carrying amount $ 127,512 $ 118,670 Equity component, net of underwriter discounts and issuance costs $ 79,498 $ 79,498 The following table presents the interest expense related to the Convertible Senior Notes for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands) 2021 2020 Contractual interest expense $ 7,000 $ 4,258 Amortization of debt discount 8,577 4,757 Amortization of underwriter discounts and issuance costs 265 126 Total interest expense $ 15,842 $ 9,141 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES On October 4, 2019, the Company and Patheon Austria GmbH & Co KG, or Patheon, entered into a multi-year Manufacturing and Commercial Supply Agreement as amended by Amendment No. 1 dated March 30, 2021, and Amendment No. 2 dated August 26, 2021, collectively 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 has contractual obligations from its manufacturing service contracts as of December 31, 2021. 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. (in thousands) Total 2022 2023 - 2024 2025 - 2026 Thereafter Manufacturing and service contracts $ 562,768 $ 14,838 $ 125,735 $ 112,586 $ 309,609 Contingencies On January 6, 2021, a putative securities class action was filed in the U.S. District Court for the Northern District of California against the Company and its CEO and CFO, Pardi v. Tricida, Inc., et al., 21-cv-00076 (the "Securities Class Action"). In April 2021, the court appointed Jeffrey Fiore as lead plaintiff and Block & Leviton LLP as lead plaintiffs’ counsel. In June 2021, the lead plaintiff filed an amended complaint which alleges that during the period between June 28, 2018 through February 25, 2021, the Company and its senior officers violated federal securities laws, including under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, through alleged public misrepresentations and/or omissions of material facts concerning the Company's NDA for veverimer and the likelihood and timing of approval of veverimer by the FDA. The amended complaint makes claims against the Company and its CEO. In July 2021, the defendants filed a motion to dismiss the amended complaint. A hearing on the defendants' motion was scheduled for December 2021, but the court vacated the hearing date and the motion will be decided on the briefs submitted by the parties without any oral argument. In December 2021, the original judge assigned to the case was confirmed to the Ninth Circuit Court of Appeals and in January 2022, the case was reassigned to U.S. District Court Judge Haywood S. Gilliam, Jr. No damages amount is specified in the Securities Class Action. On February 15, 2021, a derivative action was filed in the District of Delaware, brought by and on behalf of Tricida, Inc. as a Nominal Defendant, against the Company’s directors as well as its CEO and CFO, Ricks v. Alpern et al., Case No, 1:21-cv-000205 (the "Ricks Derivative Case"). The Ricks Derivative Case is based on the allegations of the Securities Class Action and asserts that by allowing the Company and senior executives to make the allegedly false and misleading statements at issue in the Securities Class Action, the defendants breached their fiduciary duties and wasted corporate assets. Additionally, the complaint asserts claims against the senior officers for violation of Sections 10(b) and 21D of the Securities Exchange Act of 1934. No damages amount is specified in the Ricks Derivative Case. On April 8, 2021 a second derivative action was filed in the District of Delaware, brought by and on behalf of Tricida, Inc. as a Nominal Defendant, against the Company’s directors as well as its CEO and CFO, Goodman v. Klaerner et al., Case No, 1:21-cv-00510 (the “Goodman Derivative Case”). As with the Ricks Derivative Case, the Goodman Derivative Case is based on the allegations of the Securities Class Action and asserts that by allowing the Company and senior executives to make the allegedly false and misleading statements at issue in the Securities Class Action, the defendants breached their fiduciary duties. Additionally, the complaint asserts claims against the senior officers for violation of Sections 10(b) and 21D of the Securities Exchange Act of 1934. No damages amount is specified in the Goodman Derivative Case. On May 27, 2021, a third derivative action was filed in the District of Delaware, brought by and on behalf of Tricida, Inc. as a Nominal Defendant, against the Company’s directors as well as its CEO and CFO, Verica v. Veitinger et al., Case No, 1:21-cv-00759 (the "Verica Derivative Case" and collectively with the Goodman Derivative Case and Ricks Derivative Case, the "Derivative Cases"). As with the Goodman Derivative Case and Ricks Derivative Case, the Verica Derivative Case is based on the allegations of the Securities Class Action and asserts that by allowing the Company and senior executives to make the allegedly false and misleading statements at issue in the Securities Class Action, the defendants breached their fiduciary duties. Additionally, the complaint asserts claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and for unjust enrichment and waste of corporate assets. No damages amount is specified in the Verica Derivative Case. The Derivative Cases have been consolidated by order of the District of Delaware Court and lead plaintiffs' counsel has been appointed. Pursuant to an agreement between the parties, the Delaware court issued an order on October 12, 2021, staying the consolidated derivative case pending final resolution of any motions to dismiss filed in the Securities Class Action. A consolidated derivative complaint has not yet been filed. As of December 31, 2021, the Company has not provided for a loss contingency in its financial statements relating to the Securities Class Action and the Derivative Cases since it is not probable that a loss has been incurred. 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. Further, while there are no other material legal proceedings that the Company is aware of, the Company may become party to various claims and complaints arising in the ordinary course of business. 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY On November 15, 2021, the Company entered into a securities purchase agreement with several investors and an officer of the Company, or Registered Direct Equity Financing, pursuant to which the Company agreed to issue and sell to the investors, in a private placement, an aggregate of (i) 4,666,667 shares of the Company’s common stock, together with warrants, or the Common Warrants, to purchase up to 4,666,667 shares of common stock, with each Common Warrant exercisable for one share of common stock at a price of $11.00, and (ii) 2,333,333 pre-funded warrants, or Pre-Funded Warrants, together with the Common Warrants to purchase up to 2,333,333 shares of common stock at a nominal exercise price of $0.001. Each share of common stock and accompanying Common Warrant and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $6.00. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants have an expiration date of the earliest of (i) November 15, 2026, (ii) the date the Pre-Funded Warrant is exercised in full and (iii) immediately prior to the consummation of a fundamental transaction. The Common Warrants are exercisable commencing on May 15, 2022 until its expiration date, which will be the earliest of: (a) the third anniversary of the date of issuance, (b) immediately prior to the closing of certain fundamental transactions or (c) five Net proceeds from the Registered Direct Equity Financing were approximately $41.5 million, after deducting offering costs of $0.5 million. An officer of the Company participated in the Registered Direct Equity Financing and purchased 166,667 shares of common stock and 166,667 Common Warrants at the same terms as the other investors. Common stock reserved for future issuance as of December 31, 2021 and 2020, consisted of the following. December 31, 2021 December 31, 2020 Stock options and RSUs issued and outstanding 10,889,603 8,120,435 Stock options, RSUs and ESPP shares authorized for future issuance 8,308,937 4,053,582 Pre-Funded Warrants authorized for future issuance 2,333,333 — Common Warrants authorized for future issuance 7,000,000 — Total 28,531,873 12,174,017 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Equity Incentive Plans During 2013, the Company adopted an equity compensation plan, the 2013 Equity Incentive Plan, or 2013 Plan, for eligible employees, officers, directors, advisors, and consultants. The 2013 Plan provided for the grant of incentive and non-statutory stock options. In June 2018, the Company's Board of Directors and stockholders approved the 2018 Equity Incentive Plan, or 2018 Plan. Any shares of common stock covered by awards granted under the 2013 Plan that terminated after June 22, 2018 by expiration, forfeiture, or cancellation were added to the 2018 Plan reserve and shares available for future issuance under the 2013 Plan were canceled. In 2020, the Company’s Board of Directors approved a plan to issue up to 5,000,000 shares of the Company’s common stock, or 2020 Inducement Plan, as an incentive to hiring key personnel. As of December 31, 2021, no shares of common stock have been issued under the 2020 Inducement Plan. The initial number of shares of common stock available for issuance under the 2018 Plan was 4,000,000. Unless our Board of Directors provides otherwise, beginning on January 1, 2019 and continuing until the expiration of the 2018 Plan, the total number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually on January 1 by the lesser of (i) 3,200,000 shares of Common Stock, (ii) 4% of the total number of issued and outstanding shares of common stock as of December 31 of the immediately preceding year and (iii) an amount determined by the Board of Directors. Under the 2018 Plan, any shares that are forfeited or expired are added back to the shares available for issuance. In the year ended December 31, 2021, the number of shares of common stock reserved for issuance under the 2018 Plan was increased by 2,008,431 shares. As of December 31, 2021, 1,329,921 shares of common stock were available for future issuance of stock options and restricted stock and other stock-based awards under the 2018 Plan. The terms of the stock option agreements, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plans. Generally, stock options granted by the Company vest over a period of one The 2013 Plan provides for early exercise where the stock option holders may exercise their stock options prior to vesting. Under the 2018 Plan, early exercise of stock options may be allowed on a grant by grant basis. Common stock that is issued upon the early exercise of options is subject to repurchase by the Company at the original exercise price at the option of the Company until the vesting date of the stock options. As of December 31, 2021, and 2020, no shares of the Company's common stock were subject to repurchase. Stock Option Exchange Program On July 16, 2021, the Company commenced a tender offer to its employees, excluding executive officers, to exchange eligible stock options for replacement stock options with modified terms, or Exchange Offer. Pursuant to the Exchange Offer, the Company offered employees who held outstanding stock options under the 2018 Plan with an exercise price equal to or greater than $20.00 per share, or Eligible Options, the opportunity to tender each Eligible Option in exchange for a new replacement stock option with modified terms, or New Options. The Exchange Offer expired on August 12, 2021. Pursuant to the Exchange Offer, employees elected to exchange outstanding stock options to purchase an aggregate of 1,419,182 shares of common stock for New Options to purchase 621,406 shares of common stock. The New Options have an exercise price of $3.88 per share, which was the closing price per share of the Company’s common stock on the grant date of August 16, 2021. As a result, 797,776 shares of common stock returned to the 2018 Plan reserve and became available for future issuance under the 2018 Plan. Each New Option granted in exchange for a vested option will vest in full on the one-year anniversary following the grant date of the New Option. Each New Option granted in exchange for an unvested option will vest one-third on the one-year anniversary following the grant date of the New Option and followed by equal monthly installments over the remaining two-year period. Each New Option has a maximum term of seven years and was granted as a nonqualified stock option under the 2018 Plan. The exchange of stock options was treated as a modification for accounting purposes. The incremental expense of $0.3 million for the New Options was calculated using the Black-Scholes option pricing model and will be recognized over the new service period. The unamortized expense remaining on the exchanged options as of the modification date of August 16, 2021, will continue to be recognized over the remainder of the original requisite service period. The following table summarizes stock option activity under the 2013 Plan and the 2018 Plan for the year ended December 31, 2021. Shares Weighted- Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Balance at December 31, 2020 8,030,415 $ 19.25 7.1 $ 10,137 Granted 4,792,580 6.71 Granted due to Exchange Offer 621,406 3.88 Exercised (282,628) 1.31 Forfeited or canceled (951,406) 25.82 Cancelled due to Exchange Offer (1,419,182) 30.25 Balance at December 31, 2021 10,791,185 11.24 7.7 $ 30,694 Vested and expected to vest at December 31, 2021 10,225,651 11.31 7.8 $ 29,529 Exercisable at December 31, 2021 4,919,378 16.28 6.6 $ 14,372 In the year ended December 31, 2018, the Company began to issue restricted stock units, or RSUs, to directors under the 2018 Plan. Awards granted to directors vest on the earlier of the one-year anniversary of the award's date of grant or the date of the Company’s next annual meeting of stockholders that occurs following the date of grant. During the year ended December 31, 2020, the Company granted RSUs to certain employees as retention awards which vested on December 31, 2021. The RSUs that vested in 2021 were net share settled, such that the Company withheld shares with a value equivalent to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The Company withheld 21 thousand shares for the year ended December 31, 2021 based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price. The following table summarizes RSU activity under the 2018 Plan for the year ended December 31, 2021. Shares Weighted- Unvested balance at December 31, 2020 90,020 $ 16.88 Granted 108,012 5.17 Vested (96,614) 16.13 Forfeited (3,000) 11.71 Unvested balance at December 31, 2021 98,418 4.92 The total vest date fair value of RSUs vested in the years ended December 31, 2021 and 2020 were $0.7 million and $0.4 million, respectively. Employee Stock Purchase Plan In June 2018, the Company's Board of Directors and stockholders approved the Tricida Inc. ESPP. The ESPP allows eligible employees to have up to 15.0% of their eligible compensation withheld and used to purchase common stock, subject to a maximum of $25,000 worth of stock purchased in a calendar year or no more than 2,500 shares in an offering period, whichever is less. An offering period consisted of a six-month purchase period, with a look back feature to our stock price at the commencement of the offering period. Eligible employees could purchase the Company’s common stock at the end of the offering period at 85% of the lower of the closing price of the Company's common stock on The Nasdaq Global Select Market on the first and last days of the offering periods. In June 2021, the Compensation Committee of the Company's Board of Directors approved modifications to the ESPP, including extending the offering period from six months to 24 months with four six-month purchase periods within each offering period, adjusted the purchase dates from June 30 and December 31 of each calendar year to May 31 and November 30, respectively and increased the maximum number of shares available for purchase during each purchase period to 10,000. The initial number of shares of common stock available for issuance under the ESPP, was 800,000. Unless the Company's Board of Directors provides otherwise, beginning on January 1, 2019, the maximum number of shares which shall be made available for sale under the ESPP will automatically increase on the first trading day in January of each calendar year during the term of the ESPP by an amount equal to the lesser of (i) 1.0% of the total number of shares issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 800,000 shares or (iii) an amount determined by the Board of Directors. In the year ended December 31, 2021, the number of shares of common stock reserved for issuance under the ESPP was increased by 502,107 shares. The Company issued 128,214 shares under the ESPP, representing approximately $0.5 million in employee contributions, for the year ended December 31, 2021. As of December 31, 2021, there were 1,979,016 shares of common stock were available for future issuance under the ESPP. Performance Awards In August 2019, the Company granted 594,000 stock options under its 2018 Plan with a performance-based milestone with graded vesting over 18 months. In September 2020, the Company granted 868,500 stock options under the 2018 Plan with performance-based milestones vesting over the estimated service period required to meet the performance-based targets. In January 2021, the Company granted 1,541,102 stock options under the 2018 Plan with performance-based milestones vesting over the estimated service period required to meet the performance-based targets. Compensation expense for performance-based awards is recorded over the estimated service period when the performance conditions are deemed probable of achievement. Stock Option Valuation Assumptions As stock-based compensation recognized is based on options ultimately expected to vest, the expense has been reduced for estimated forfeitures. The Company uses the Black-Scholes option pricing model to determine the estimated fair value of stock options at the date of the grant. The Black-Scholes model requires the input of subjective assumptions, including expected term, expected volatility, risk-free rate of return, expected dividend yield and the estimated fair value of the underlying common stock on the date of grant. Expected Term: The expected term of the options represents the average period the stock options are expected to remain outstanding. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the expected term of options granted is derived from the average midpoint between the weighted average vesting term and the contractual term, also known as the simplified method. Expected Volatility: Beginning in the fourth fiscal quarter of 2019, expected volatility is estimated using a weighted-average historical volatility for our common stock and the historical volatility of the common stock of a representative group of comparable publicly traded companies over a period equal to the expected term of the stock option grants. Prior to the fourth fiscal quarter of 2019, since the Company did not have sufficient trading history for its common stock, the expected volatility was based on the historical volatility of the common stock of comparable publicly traded companies. The Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the Company's stock-based awards. Risk-Free Interest Rate: The risk-free interest rate is based on the yield of U.S. Treasury notes as of the grant date with terms commensurate with the expected term of the option. Expected Dividends: The expected dividends assumption is based on the Company’s expectation of not paying dividends in the foreseeable future. The fair value of the stock options granted for the years ended December 31, 2021 and 2020 was calculated with the following assumptions. Years Ended December 31, 2021 2020 Risk-free interest rate 0.6 % 0.8 % Expected volatility 76.5 % 68.6 % Expected term (in years) 5.4 5.8 Expected dividends — % — % The following table summarizes the weighted-average fair value per share of stock options granted and the total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands, except per share amounts) 2021 2020 Stock options granted - weighted-average grant date fair value per share $ 4.32 $ 16.21 Stock options exercised - intrinsic value 1,565 7,405 Stock-Based Compensation The following table presents stock-based compensation expense as reported in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands) 2021 2020 Research and development $ 10,763 $ 10,966 General and administrative 15,119 17,332 Total $ 25,882 $ 28,298 As of December 31, 2021, there was approximately $39.8 million of unrecognized stock-based compensation associated with stock options which the Company expects to recognize over a weighted-average period of 2.1 years. As of December 31, 2021, there was approximately $0.2 million of unrecognized stock-based compensation associated with RSUs which the Company expects to recognize over a weighted-average period of 0.4 years. |
RESTRUCTURINGS
RESTRUCTURINGS | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURINGS | RESTRUCTURINGS Third Quarter 2020 Restructuring In August 2020, the Company received a Complete Response Letter, or CRL, from the FDA related to its 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 approximately 21.5% of the Company's workforce as of September 18, 2020 and other cost reductions. Restructuring costs of $2.4 million and $0.3 million were recorded in general and administrative expense and research and development expense, respectively, in our statements of operations and comprehensive loss for the year ended December 31, 2020. Following is a summary of accrued restructuring costs related to the Third Quarter 2020 Restructuring as of December 31, 2021 and 2020. (in thousands) Severance and Benefits Costs Contract Termination Costs Total Balance at January 1, 2020 $ — $ — $ — Charges 2,524 136 2,660 Cash payments made (2,456) (137) (2,593) Non-cash and other adjustments (6) 1 (5) Balance at December 31, 2020 62 — 62 Non-cash and other adjustments (62) — (62) Balance at December 31, 2021 $ — $ — $ — Fourth Quarter 2020 Restructuring On October 25, 2020, the Company's Board of Directors approved and on October 28, 2020, the Company implemented a restructuring under the 2020 Restructuring Plan, or Fourth Quarter 2020 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 in October 2020. The Fourth Quarter 2020 Restructuring resulted in the elimination of approximately 60.0% of the Company's workforce as of October 28, 2020 and included one-time termination severance payments and other employee-related costs, and exit costs including contract termination costs and accelerated depreciation of capitalized software. Restructuring costs of $10.2 million and $0.9 million were recorded in general and administrative expense and research and development expense, respectively, in our statements of operations and comprehensive loss for the year ended December 31, 2020. Restructuring costs of $0.1 million recorded in accrued expenses and other current liabilities as of December 31, 2021, related to fixed service contract costs expected to be paid in the first half of 2022. Following is a summary of accrued restructuring costs related to the Fourth Quarter 2020 Restructuring as of December 31, 2021 and 2020. (in thousands) Severance and Benefits Costs Contract Termination Costs Other Associated Costs Total Balance at January 1, 2020 $ — $ — $ — $ — Charges 7,338 3,077 679 11,094 Cash payments made (3,555) (2,032) — (5,587) Non-cash and other adjustments — (34) (679) (713) Balance at December 31, 2020 3,783 1,011 — 4,794 Cash payments made (4,013) (847) — (4,860) Non-cash and other adjustments 230 (63) — 167 Balance at December 31, 2021 $ — $ 101 $ — $ 101 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021 and 2020. Years Ended December 31, (In thousands, except share and per share amounts) 2021 2020 Numerator: Net loss $ (176,566) $ (264,791) Denominator: Weighted average common shares outstanding 51,280,697 50,030,053 Less: weighted average shares subject to repurchase — (2,318) Weighted average number of shares used in basic and diluted net loss per share 51,280,697 50,027,735 Net loss per share, basic and diluted $ (3.44) $ (5.29) 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. December 31, 2021 2020 Warrants to purchase common stock (excluding Pre-Funded Warrants, which are included in the weighted average common shares outstanding) 7,031,352 31,352 Assumed conversion of Convertible Senior Notes 6,019,560 6,019,560 Options and RSUs issued and outstanding 10,889,603 8,120,435 Total 23,940,515 14,171,347 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company did not record a provision or benefit for income taxes for the years ended December 31, 2021 and 2020. The significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020 are shown below. December 31, (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 161,847 $ 131,116 Research and development credits 15,425 13,307 Capitalized assets 210 286 Accruals and reserves 1,028 1,463 Operating lease liabilities 2,955 3,183 Stock-based compensation 11,155 8,861 Gross deferred tax assets 192,620 158,216 Deferred tax liabilities Convertible Senior Notes basis difference (14,512) (16,310) Operating lease right-of-use assets (2,560) (2,904) Gross deferred tax liabilities (17,072) (19,214) Total net deferred tax assets 175,548 139,002 Less: valuation allowance (175,548) (139,002) Net deferred tax assets $ — $ — A valuation allowance is established when it is more likely than not that a deferred tax asset will not be realized. As of December 31, 2021 and 2020, the Company's valuation allowance was $175.5 million and $139.0 million, respectively. The valuation allowance increased by $36.5 million for the year ended December 31, 2021. The increase in the 2021 valuation allowance was primarily due to the addition of the 2021 net operating loss carryforwards. The following is a reconciliation between the U.S. federal income statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2021 and 2020. Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % Stock-based compensation (1.3) (0.2) Change to valuation allowance (20.7) (22.5) Research and development credits 1.2 1.6 Other (0.2) 0.1 Effective tax rate — % — % On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The tax relief measures under the CARES Act for businesses include a five-year net operating loss carryback, suspension of annual deduction limitation of 80% of taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The Company does not expect the provisions of the CARES Act to have a significant impact on its financial statements in future periods. As of December 31, 2021, the Company had approximately $740.9 million of federal net operating losses available for future use. Federal net operating losses incurred prior to January 1, 2018 of approximately $89.1 million expire beginning in 2033 while federal net operating losses incurred after December 31, 2017 of approximately $651.8 million have an indefinite carryforward period, subject to annual limitations. Federal research credits of approximately $14.5 million that are available for future use expire beginning in 2033. As of December 31, 2021, the Company also had approximately $89.6 million of state net operating losses available for future use that expire beginning in 2033 and state research credits of approximately $6.2 million that have no expiration date. Utilization of the net operating loss carryforwards and the research and development credits carryforwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. An ownership change is, as a general matter, triggered by sales or acquisitions of the Company's stock in excess of 50.0% on a cumulative basis during a three-year period by persons or groups of persons owning 5.0% or more of our total equity value. If the Company had experienced an ownership change at any time since its formation, utilization of the net operating loss or research credit carryforwards would have been subject to an annual limitation under Section 382 of the Code. Such limitation is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term and tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss or research credit carryforwards before utilization. In the fourth quarter of 2020, the Company completed a Section 382 ownership change analysis to assess whether any ownership changes had occurred from the Company’s formation through June 30, 2020, and concluded that the Company may have experienced multiple ownership changes during this time. The annual limitation may have limited the Company’s ability to utilize net operating losses against taxable income in a given year for both federal and state purposes, however, remaining net operating losses and credits will be available in future years before expiration during their respective carryforward periods. As of December 31, 2021, the Company estimates no new ownership changes would have occurred, as no material equity issuances occurred since June 30, 2020. However, if the Company had experienced an ownership change during this time, the Company's ability to use all of its pre-change net operating carryforwards and other tax attributes, such as research tax credits, to offset its post-change income or taxes in future years may be limited before the expiration of the carryforward periods. ASC Topic 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $4.2 million and $3.7 million, respectively. The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of valuation allowance, would impact the effective tax rate on continuing operations. The gross unrecognized tax benefits activity for the years ended December 31, 2021 and 2020 is as follows. Years Ended December 31, (in thousands) 2021 2020 Gross unrecognized tax benefits at beginning of year $ 3,685 $ 2,543 Additions for tax positions related to prior year — 21 Decrease related to prior year tax provisions (38) — Additions for tax positions related to current year 593 1,121 Gross unrecognized tax benefits at end of year $ 4,240 $ 3,685 It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense as necessary. Management determined that no accrual for interest and penalties was required as of December 31, 2021. The Company files income tax returns with federal tax authorities as well as various states tax authorities in the United States. The Company’s tax years from 2013 to 2021 will remain open for examination by the federal and state authorities for three and four years respectively, from the date of utilization of any net operating loss or tax credits. The Company is not currently subject to income tax examinations by any authority. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents —All highly liquid investments with maturities at the date of purchase of three months or less are classified as cash equivalents. There are no restrictions on cash and cash equivalents. |
Investments and Credit Losses | Investments and Credit Losses —The Company's investments are in U.S. Treasury and government agency securities, commercial paper and corporate debt securities. All investments with maturities of greater than three months at the date of purchase and maturities of less than one year at the reporting date are classified as short-term investments, while investments with maturities of a year or more at the reporting date are classified as long-term investments. The Company has classified its investments as available-for-sale in the accompanying financial statements. Available-for-sale investments are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses on the sale of all such securities are reported in other income (expense), net and are computed using the specific identification method. 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 |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties —Financial instruments that potentially subject the Company to a concentration of credit risk, consist primarily of cash, cash equivalents, short-term and long-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to those financial institutions. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash, cash equivalents, short-term and long-term investments and by the issuers of the securities to the extent recorded on the balance sheet. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs and prepare for the commercial launch of veverimer. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredient and drug product related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, which is three years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or their estimated useful economic lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets—Long-lived assets consist of property and equipment. The Company assesses potential impairment losses on long-lived assets used in operations when events and circumstances indicate that assets might be impaired. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. |
Research and Development Expense | Research and Development Expense —Research and development expense is charged to the statements of operations and comprehensive loss in the period in which they are incurred. Research and development expense consists primarily of salaries and related costs, including stock-based compensation expense, for personnel and consultants in our research and development functions; fees paid to clinical consultants, clinical trial sites and vendors, including CROs, costs related to pre-commercialization manufacturing activities including payments to CMOs and other vendors and consultants, costs related to regulatory activities, expenses related to lab supplies and services and depreciation and other allocated facility-related and overhead expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company records accruals for the estimated costs of research, nonclinical and clinical studies and manufacturing development, which are a significant component of research and development expenses. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers, including clinical research organizations, or CROs, and contract manufacturing organizations, or CMOs. The Company’s contracts with CROs generally include pass-through fees such as regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through the review of contracts and subsequent discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fees to be paid for such services. |
Leases | Leases —The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are included in operating lease right-of-use, or ROU, assets; current operating lease liabilities; and non-current operating lease liabilities on its balance sheets. The Company currently does not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is reevaluated upon a lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation —Stock-based compensation expense represents the grant-date fair value of awards recognized on a straight-line basis or by using an accelerated attribution method for awards with performance conditions over the employee's requisite service period (generally the vesting period). The Black-Scholes option-pricing model is used to calculate the grant date fair value of stock option awards and shares purchased under the Employee Stock Purchase Plan, or ESPP. For restricted stock units, or RSUs, the grant-date fair value is the closing price of the Company's common stock on the date of grant as reported on The Nasdaq Global Select Market. Because stock compensation expense is an estimate of awards ultimately expected to vest, it is reduced by an estimate for future forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Compensation expense for performance-based awards is recorded over the estimated service period using an accelerated attribution method when the performance conditions are deemed probable of achievement. The Company records the expense attributed to nonemployee services paid with stock option awards based on the estimated fair value of the awards determined using the Black-Scholes option pricing model. The measurement of stock-based compensation for nonemployees was previously subject to remeasurement as the options vested. As of July 1, 2018, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which no longer subjects nonemployee awards to remeasurement. The expense is recognized over the period during which services are received. |
Income Taxes | Income Taxes —The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion or all of its deferred tax assets will not be realized. |
Comprehensive Loss | Comprehensive Loss —Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes changes in stockholders’ equity that are excluded from net loss, primarily unrealized gains or losses on the Company’s available-for-sale investments. These changes in stockholders' equity are reflected net of tax. |
Net Loss per Share | Net Loss per Share —Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. |
Segment Reporting | Segment Reporting —The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. All of the Company's assets are maintained in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Expected Cumulative Impact of the Adoption | The expected cumulative impact of the adoption of ASU 2020-06 to be reflected on the Company's balance sheet on January 1, 2022 is as follows. in thousands Balance at December 31, 2021 Cumulative Impact of ASU 2020-06 Adoption Balance at January 1, 2022 Liabilities Convertible Senior Notes, net $ 127,512 $ 67,158 $ 194,670 Stockholder's Equity Additional paid-in capital 810,618 (79,498) 731,120 Accumulated deficit (810,364) 12,340 (798,024) |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured on a Recurring Basis | 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 December 31, 2021 and 2020. December 31, 2021 Reported as: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term investments Cash $ 2,965 $ — $ — $ 2,965 $ 2,965 $ — $ — Level 1: Money market fund 18,148 — — 18,148 18,148 — — U.S. Treasury securities 8,028 — (11) 8,017 — — 8,017 Subtotal 26,176 — (11) 26,165 18,148 — 8,017 Level 2: U.S. government agency securities 10,000 — — 10,000 — 10,000 — Commercial paper 107,397 20 (4) 107,413 — 107,413 — Corporate debt securities 4,036 — (4) 4,032 — 2,006 2,026 Subtotal 121,433 20 (8) 121,445 — 119,419 2,026 Total assets measured at fair value $ 150,574 $ 20 $ (19) $ 150,575 $ 21,113 $ 119,419 $ 10,043 December 31, 2020 Reported as: (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments Long-term investments Cash $ 2,011 $ — $ — $ 2,011 $ 2,011 $ — $ — Level 1: Money market fund 25,862 — — 25,862 25,862 — — U.S. Treasury securities 8,157 1 (1) 8,157 — 8,157 — Subtotal 34,019 1 (1) 34,019 25,862 8,157 — Level 2: U.S. Government agency securities 64,370 15 (3) 64,382 — 41,625 22,757 Commercial paper 159,183 16 (6) 159,193 97,989 61,204 — Corporate debt securities 72,546 134 (1) 72,679 11,995 60,684 — Subtotal 296,099 165 (10) 296,254 109,984 163,513 22,757 Total assets measured at fair value $ 332,129 $ 166 $ (11) $ 332,284 $ 137,857 $ 171,670 $ 22,757 |
Contractual Maturities of Cash Equivalents (Excluding Money Market Funds) | The following table summarizes the maturities of the Company’s available-for-sale investments (excluding money market funds), as of December 31, 2021. December 31, 2021 (in thousands) Amortized Cost Fair Value Mature in less than one year $ 119,404 $ 119,419 Mature in one to two years 10,057 10,043 Total $ 129,461 $ 129,462 |
Reconciliation of Liabilities Using Level 3 Unobservable Inputs | The following table presents a reconciliation of financial liabilities to the compound derivative liability associated with the Loan and Security Agreement, or Term Loan, with Hercules Capital Inc., or Hercules, measured at fair value on a recurring basis using Level 3 unobservable inputs for the years ended December 31, 2021 and 2020. The key valuation assumptions used were the discount rate and the probability of the occurrence of certain events. In conjunction with early extinguishment of the Term Loan on March 12, 2021, the Company extinguished the compound derivative liability associated with the Term Loan. Years Ended December 31, (in thousands) 2021 2020 Fair value at beginning of year $ 202 $ 977 Change in fair value — (775) Extinguishment of compound derivative liability upon extinguishment of Term Loan (202) — Fair value at end of year $ — $ 202 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating lease maturity analysis | The following table presents the maturity analysis of the Company's operating lease liabilities showing the aggregate lease payments as of December 31, 2021. (in thousands) December 31, 2021 2022 $ 2,847 2023 2,933 2024 3,020 2025 3,111 2026 3,204 2027 and thereafter 2,179 Total lease payments 17,294 Less: imputed interest (3,262) Total operating lease liabilities $ 14,032 |
OTHER BALANCE SHEET COMPONENTS
OTHER BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020. (in thousands) December 31, 2021 December 31, 2020 Furniture and fixtures $ 315 $ 274 Computer and lab equipment 3,284 3,277 Leasehold improvements 1,691 1,786 5,290 5,337 Less: accumulated depreciation and amortization (4,521) (4,225) Total property and equipment, net $ 769 $ 1,112 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the components of accrued expenses and other current liabilities as of December 31, 2021 and 2020. (in thousands) December 31, 2021 December 31, 2020 Accrued clinical and nonclinical study costs $ 4,650 $ 3,846 Accrued contract manufacturing 4,704 15,511 Accrued compensation 5,821 2,231 Accrued interest 895 1,434 Accrued restructuring 101 4,856 Accrued professional fees and other 550 793 Total accrued expenses and other current liabilities $ 16,721 $ 28,671 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Warrants Related to the Term Loan | The following table presents the outstanding warrants related to the Term Loan as of December 31, 2021 and 2020. Exercise Price December 31, December 31, Common stock warrants - expiring March 2026 $ 23.92 16,721 16,721 Common stock warrants - expiring December 2026 23.92 8,361 8,361 Common stock warrants - expiring May 2027 23.92 6,270 6,270 Common stock warrants outstanding related to Term Loan 31,352 31,352 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the carrying amount of the liability and equity components of the Convertible Senior Notes as of December 31, 2021 and 2020. (in thousands) December 31, December 31, Liability component: Principal $ 200,000 $ 200,000 Unamortized discount - equity component (68,926) (77,503) Unamortized underwriter discounts and issuance costs (3,562) (3,827) Net carrying amount $ 127,512 $ 118,670 Equity component, net of underwriter discounts and issuance costs $ 79,498 $ 79,498 |
Convertible Debt | The following table presents the interest expense related to the Convertible Senior Notes for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands) 2021 2020 Contractual interest expense $ 7,000 $ 4,258 Amortization of debt discount 8,577 4,757 Amortization of underwriter discounts and issuance costs 265 126 Total interest expense $ 15,842 $ 9,141 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | (in thousands) Total 2022 2023 - 2024 2025 - 2026 Thereafter Manufacturing and service contracts $ 562,768 $ 14,838 $ 125,735 $ 112,586 $ 309,609 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of December 31, 2021 and 2020, consisted of the following. December 31, 2021 December 31, 2020 Stock options and RSUs issued and outstanding 10,889,603 8,120,435 Stock options, RSUs and ESPP shares authorized for future issuance 8,308,937 4,053,582 Pre-Funded Warrants authorized for future issuance 2,333,333 — Common Warrants authorized for future issuance 7,000,000 — Total 28,531,873 12,174,017 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity under the 2013 Plan and the 2018 Plan for the year ended December 31, 2021. Shares Weighted- Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Balance at December 31, 2020 8,030,415 $ 19.25 7.1 $ 10,137 Granted 4,792,580 6.71 Granted due to Exchange Offer 621,406 3.88 Exercised (282,628) 1.31 Forfeited or canceled (951,406) 25.82 Cancelled due to Exchange Offer (1,419,182) 30.25 Balance at December 31, 2021 10,791,185 11.24 7.7 $ 30,694 Vested and expected to vest at December 31, 2021 10,225,651 11.31 7.8 $ 29,529 Exercisable at December 31, 2021 4,919,378 16.28 6.6 $ 14,372 |
Schedule of Restricted Stock Activity | The following table summarizes RSU activity under the 2018 Plan for the year ended December 31, 2021. Shares Weighted- Unvested balance at December 31, 2020 90,020 $ 16.88 Granted 108,012 5.17 Vested (96,614) 16.13 Forfeited (3,000) 11.71 Unvested balance at December 31, 2021 98,418 4.92 |
Schedule of Stock Options, Valuation Assumptions | The fair value of the stock options granted for the years ended December 31, 2021 and 2020 was calculated with the following assumptions. Years Ended December 31, 2021 2020 Risk-free interest rate 0.6 % 0.8 % Expected volatility 76.5 % 68.6 % Expected term (in years) 5.4 5.8 Expected dividends — % — % |
Schedule of Weighted Average Fair Value and Intrinsic Value | The following table summarizes the weighted-average fair value per share of stock options granted and the total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands, except per share amounts) 2021 2020 Stock options granted - weighted-average grant date fair value per share $ 4.32 $ 16.21 Stock options exercised - intrinsic value 1,565 7,405 |
Schedule of Stock-based Compensation Expense | The following table presents stock-based compensation expense as reported in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. Years Ended December 31, (in thousands) 2021 2020 Research and development $ 10,763 $ 10,966 General and administrative 15,119 17,332 Total $ 25,882 $ 28,298 |
RESTRUCTURINGS AND RELATED ACTI
RESTRUCTURINGS AND RELATED ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Third Quarter 2020 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost | Following is a summary of accrued restructuring costs related to the Third Quarter 2020 Restructuring as of December 31, 2021 and 2020. (in thousands) Severance and Benefits Costs Contract Termination Costs Total Balance at January 1, 2020 $ — $ — $ — Charges 2,524 136 2,660 Cash payments made (2,456) (137) (2,593) Non-cash and other adjustments (6) 1 (5) Balance at December 31, 2020 62 — 62 Non-cash and other adjustments (62) — (62) Balance at December 31, 2021 $ — $ — $ — |
Fourth Quarter 2020 Restructuring | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost | Following is a summary of accrued restructuring costs related to the Fourth Quarter 2020 Restructuring as of December 31, 2021 and 2020. (in thousands) Severance and Benefits Costs Contract Termination Costs Other Associated Costs Total Balance at January 1, 2020 $ — $ — $ — $ — Charges 7,338 3,077 679 11,094 Cash payments made (3,555) (2,032) — (5,587) Non-cash and other adjustments — (34) (679) (713) Balance at December 31, 2020 3,783 1,011 — 4,794 Cash payments made (4,013) (847) — (4,860) Non-cash and other adjustments 230 (63) — 167 Balance at December 31, 2021 $ — $ 101 $ — $ 101 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021 and 2020. Years Ended December 31, (In thousands, except share and per share amounts) 2021 2020 Numerator: Net loss $ (176,566) $ (264,791) Denominator: Weighted average common shares outstanding 51,280,697 50,030,053 Less: weighted average shares subject to repurchase — (2,318) Weighted average number of shares used in basic and diluted net loss per share 51,280,697 50,027,735 Net loss per share, basic and diluted $ (3.44) $ (5.29) |
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. December 31, 2021 2020 Warrants to purchase common stock (excluding Pre-Funded Warrants, which are included in the weighted average common shares outstanding) 7,031,352 31,352 Assumed conversion of Convertible Senior Notes 6,019,560 6,019,560 Options and RSUs issued and outstanding 10,889,603 8,120,435 Total 23,940,515 14,171,347 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020 are shown below. December 31, (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 161,847 $ 131,116 Research and development credits 15,425 13,307 Capitalized assets 210 286 Accruals and reserves 1,028 1,463 Operating lease liabilities 2,955 3,183 Stock-based compensation 11,155 8,861 Gross deferred tax assets 192,620 158,216 Deferred tax liabilities Convertible Senior Notes basis difference (14,512) (16,310) Operating lease right-of-use assets (2,560) (2,904) Gross deferred tax liabilities (17,072) (19,214) Total net deferred tax assets 175,548 139,002 Less: valuation allowance (175,548) (139,002) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation between the U.S. federal income statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2021 and 2020. Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % Stock-based compensation (1.3) (0.2) Change to valuation allowance (20.7) (22.5) Research and development credits 1.2 1.6 Other (0.2) 0.1 Effective tax rate — % — % |
Schedule of Unrecognized Tax Benefits | The gross unrecognized tax benefits activity for the years ended December 31, 2021 and 2020 is as follows. Years Ended December 31, (in thousands) 2021 2020 Gross unrecognized tax benefits at beginning of year $ 3,685 $ 2,543 Additions for tax positions related to prior year — 21 Decrease related to prior year tax provisions (38) — Additions for tax positions related to current year 593 1,121 Gross unrecognized tax benefits at end of year $ 4,240 $ 3,685 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 810,364 | $ 633,798 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Property and equipment, useful life (in years) | 3 years | |
Impairment loss | $ 0 | $ 700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Expected Cumulative Impact of the Adoption (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | |||
Convertible Senior Notes, net | $ 127,512 | $ 118,670 | |
Stockholder's Equity | |||
Additional paid-in capital | 810,618 | 742,555 | |
Accumulated deficit | $ (810,364) | $ (633,798) | |
Cumulative Effect, Period of Adoption, Adjustment | Subsequent Event | |||
Liabilities | |||
Convertible Senior Notes, net | $ 67,158 | ||
Stockholder's Equity | |||
Additional paid-in capital | (79,498) | ||
Accumulated deficit | 12,340 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | Subsequent Event | |||
Liabilities | |||
Convertible Senior Notes, net | 194,670 | ||
Stockholder's Equity | |||
Additional paid-in capital | 731,120 | ||
Accumulated deficit | $ (798,024) |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial assets and liabilities by hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 21,113 | $ 137,857 |
Level 2: | ||
Amortized Cost | 129,461 | |
Fair Value | 129,462 | |
Short-term investments | 119,419 | 171,670 |
Long-term investments | 10,043 | 22,757 |
Fair Value, Measurements, Recurring | ||
Total assets measured at fair value | ||
Amortized Cost | 150,574 | 332,129 |
Gross Unrealized Gains | 20 | 166 |
Gross Unrealized Losses | (19) | (11) |
Fair Value | 150,575 | 332,284 |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 21,113 | 137,857 |
Fair Value, Measurements, Recurring | Short-term Investments | ||
Level 2: | ||
Short-term investments | 119,419 | 171,670 |
Fair Value, Measurements, Recurring | Long-term investments | ||
Level 2: | ||
Long-term investments | 10,043 | 22,757 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Level 2: | ||
Amortized Cost | 26,176 | 34,019 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (11) | (1) |
Fair Value | 26,165 | 34,019 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 25,862 | |
Level 2: | ||
Fair Value | 18,148 | 25,862 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Short-term Investments | ||
Level 2: | ||
Short-term investments | 0 | 8,157 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Long-term investments | ||
Level 2: | ||
Long-term investments | 8,017 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | U.S. Treasury securities | ||
Level 2: | ||
Amortized Cost | 8,028 | 8,157 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (11) | (1) |
Fair Value | 8,017 | 8,157 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | U.S. Treasury securities | Cash and Cash Equivalents | ||
Level 2: | ||
Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | U.S. Treasury securities | Short-term Investments | ||
Level 2: | ||
Short-term investments | 0 | 8,157 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | U.S. Treasury securities | Long-term investments | ||
Level 2: | ||
Long-term investments | 8,017 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Level 2: | ||
Amortized Cost | 121,433 | 296,099 |
Gross Unrealized Gains | 20 | 165 |
Gross Unrealized Losses | (8) | (10) |
Fair Value | 121,445 | 296,254 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Cash and Cash Equivalents | ||
Level 2: | ||
Fair Value | 0 | 109,984 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Short-term Investments | ||
Level 2: | ||
Short-term investments | 119,419 | 163,513 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Long-term investments | ||
Level 2: | ||
Long-term investments | 2,026 | 22,757 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | U.S. government agency securities | ||
Level 2: | ||
Amortized Cost | 10,000 | 64,370 |
Gross Unrealized Gains | 0 | 15 |
Gross Unrealized Losses | 0 | (3) |
Fair Value | 10,000 | 64,382 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | U.S. government agency securities | Cash and Cash Equivalents | ||
Level 2: | ||
Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | U.S. government agency securities | Short-term Investments | ||
Level 2: | ||
Short-term investments | 10,000 | 41,625 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | U.S. government agency securities | Long-term investments | ||
Level 2: | ||
Long-term investments | 0 | 22,757 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Commercial paper | ||
Level 2: | ||
Amortized Cost | 107,397 | 159,183 |
Gross Unrealized Gains | 20 | 16 |
Gross Unrealized Losses | (4) | (6) |
Fair Value | 107,413 | 159,193 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Commercial paper | Cash and Cash Equivalents | ||
Level 2: | ||
Fair Value | 0 | 97,989 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Commercial paper | Short-term Investments | ||
Level 2: | ||
Short-term investments | 107,413 | 61,204 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Commercial paper | Long-term investments | ||
Level 2: | ||
Long-term investments | 0 | 0 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Corporate debt securities | ||
Level 2: | ||
Amortized Cost | 4,036 | 72,546 |
Gross Unrealized Gains | 0 | 134 |
Gross Unrealized Losses | (4) | (1) |
Fair Value | 4,032 | 72,679 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Corporate debt securities | Cash and Cash Equivalents | ||
Level 2: | ||
Fair Value | 0 | 11,995 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Corporate debt securities | Short-term Investments | ||
Level 2: | ||
Short-term investments | 2,006 | 60,684 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Corporate debt securities | Long-term investments | ||
Level 2: | ||
Long-term investments | 2,026 | 0 |
Cash | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,965 | 2,011 |
Level 1: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 2,965 | 2,011 |
Cash | Fair Value, Measurements, Recurring | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,965 | 2,011 |
Money market fund | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 18,148 | 25,862 |
Level 1: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 18,148 | $ 25,862 |
Money market fund | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 18,148 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest income | $ 0.5 | $ 4.4 |
Level 3 | Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of term loan | $ 113.8 | |
Level 3 | Measurement Input, Discount Rate | Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0.200 | |
Level 3 | Volatility | Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0.910 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Maturities of Debt Securities, Available-For-Sale (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Amortized Cost | |
Available-for-sale investments, mature in less than one year, amortized cost | $ 119,404 |
Available-for-sale investments, mature in one to two years, amortized costs | 10,057 |
Amortized Cost | 129,461 |
Fair Value | |
Available-for-sale investments, mature in less than one year, fair value | 119,419 |
Available-for-sale investments, mature in one to two years, fair value | 10,043 |
Fair Value | $ 129,462 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Reconciliation of liabilities measured using Level 3 (Details) - Level 3 - Derivative Financial Instruments, Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value at beginning of year | $ 202 | $ 977 |
Change in fair value | 0 | (775) |
Extinguishment of compound derivative liability upon extinguishment of Term Loan | (202) | 0 |
Fair value at end of year | $ 0 | $ 202 |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Leases [Abstract] | ||
Lease rentable area (in square feet) | ft² | 46,074 | |
Term of lease extension option | 36 months | |
Operating lease expense | $ 2.7 | $ 2.2 |
Variable lease cost | 0.6 | 0.7 |
Cash payments for operating leases | $ 2.2 | $ 1.3 |
Weighted average discount rate | 7.40% | 7.40% |
Weighted average remaining lease term (in years) | 5 years 8 months 12 days | 6 years 8 months 12 days |
LEASES - Maturity Schedule (Det
LEASES - Maturity Schedule (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases, Operating [Abstract] | |
2022 | $ 2,847 |
2023 | 2,933 |
2024 | 3,020 |
2025 | 3,111 |
2026 | 3,204 |
2027 and thereafter | 2,179 |
Total lease payments | 17,294 |
Less: imputed interest | (3,262) |
Total operating lease liabilities | $ 14,032 |
OTHER BALANCE SHEET COMPONENT_2
OTHER BALANCE SHEET COMPONENTS - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,290 | $ 5,337 |
Less: accumulated depreciation and amortization | (4,521) | (4,225) |
Total property and equipment, net | 769 | 1,112 |
Depreciation and amortization expense | 442 | 897 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 315 | 274 |
Computer and lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,284 | 3,277 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,691 | $ 1,786 |
OTHER BALANCE SHEET COMPONENT_3
OTHER BALANCE SHEET COMPONENTS - Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued clinical and nonclinical study costs | $ 4,650 | $ 3,846 |
Accrued contract manufacturing | 4,704 | 15,511 |
Accrued compensation | 5,821 | 2,231 |
Accrued interest | 895 | 1,434 |
Accrued restructuring | 101 | 4,856 |
Accrued professional fees and other | 550 | 793 |
Total accrued expenses and other current liabilities | $ 16,721 | $ 28,671 |
BORROWINGS - Term Loan (Details
BORROWINGS - Term Loan (Details) - USD ($) | Mar. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Loss on early extinguishment of term loan | $ (6,124,000) | $ 0 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term loan | $ 75,000,000 | ||||
Debt facility fee | 8,300,000 | ||||
Loss on early extinguishment of term loan | $ (6,100,000) | ||||
Term Loan | Tranche one, funded on closing date | |||||
Debt Instrument [Line Items] | |||||
Debt aggregate principal amount | $ 40,000,000 | ||||
Term Loan | Tranche two, funded on December 28, 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt aggregate principal amount | $ 40,000,000 | ||||
Term Loan | Tranche three, funded on or before December 31, 2019 | |||||
Debt Instrument [Line Items] | |||||
Debt aggregate principal amount | $ 20,000,000 | ||||
Term Loan | Tranche four, funded on or before December 15, 2020 | |||||
Debt Instrument [Line Items] | |||||
Debt aggregate principal amount | $ 15,000,000 |
BORROWINGS - Warrants and Embed
BORROWINGS - Warrants and Embedded Derivatives and Other Debt Issuance Costs (Details) $ / shares in Units, $ in Millions | May 19, 2020USD ($)$ / sharesshares | Nov. 15, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Debt Instrument [Line Items] | |||
Number of shares called by warrant (in shares) | 4,666,667 | ||
Exercise price of warrant (in USD per share) | $ / shares | $ 11 | ||
Hercules Capital, Inc. and Hercules Technology III, L.P. | |||
Debt Instrument [Line Items] | |||
Shares issued (in shares) | 68,816 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Number of shares called by warrant (in shares) | 106,916 | ||
Exercise price of warrant (in USD per share) | $ / shares | $ 9.35 | ||
Third Amendment To Term Loan | |||
Debt Instrument [Line Items] | |||
Number of shares called by warrant (in shares) | 6,270 | ||
Exercise price of warrant (in USD per share) | $ / shares | $ 23.92 | ||
Value of common stock warrants recorded in stockholders' equity (deficit) at fair value | $ | $ 0.1 | ||
Third Amendment To Term Loan | Time To Liquidity | |||
Debt Instrument [Line Items] | |||
Measurement input assumption, time to liquidity (in years) | 7 years | ||
Third Amendment To Term Loan | Volatility | |||
Debt Instrument [Line Items] | |||
Warrants measurement input percentage | 0.699 | ||
Third Amendment To Term Loan | Risk-free interest rate | |||
Debt Instrument [Line Items] | |||
Warrants measurement input percentage | 0.005 |
BORROWINGS - Outstanding Warran
BORROWINGS - Outstanding Warrants (Details) - $ / shares | Dec. 31, 2021 | Nov. 15, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in USD per share) | $ 11 | ||
Term Loan | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in USD per share) | $ 9.35 | ||
Common stock warrants outstanding related to Term Loan (in shares) | 31,352 | 31,352 | |
Term Loan | Common stock warrants - expiring March 2026 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in USD per share) | $ 23.92 | ||
Common stock warrants outstanding related to Term Loan (in shares) | 16,721 | ||
Term Loan | Common stock warrants - expiring December 2026 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in USD per share) | $ 23.92 | ||
Common stock warrants outstanding related to Term Loan (in shares) | 8,361 | ||
Term Loan | Common stock warrants - expiring May 2027 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant (in USD per share) | $ 23.92 | ||
Common stock warrants outstanding related to Term Loan (in shares) | 6,270 |
BORROWINGS - Convertible Senior
BORROWINGS - Convertible Senior Notes (Details) | May 22, 2020USD ($)day$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Repurchase price after fundamental change (as a percent) | 100.00% | ||
Three Point Five Zero Percent Due 2027 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt aggregate principal amount | $ 200,000,000 | ||
Debt interest rate | 0.035% | ||
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% | ||
Net carrying amount | $ 117,700,000 | $ 127,512,000 | $ 118,670,000 |
Equity component, net of underwriter discounts and issuance costs | $ 82,300,000 | $ 79,498,000 | $ 79,498,000 |
Effective interest rate | 13.50% | ||
Amortization period (in years) | 7 years | ||
Debt issuance costs allocated to liability component | $ 4,000,000 | ||
Debt issuance costs allocated to equity component | $ 2,700,000 | ||
Three Point Five Zero Percent Due 2027 | Senior Notes | 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 | day | 20 | ||
Number of consecutive trading days | day | 30 | ||
Redemption price percentage | 100.00% | ||
Conversion ratio | 0.0300978 | ||
Conversion price (in USD per share) | $ / shares | $ 33.23 | ||
Three Point Five Zero Percent Due 2027 | Senior Notes | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Percentage of conversion price | 130.00% | ||
Number of trading days | day | 20 | ||
Number of consecutive trading days | day | 30 | ||
Redemption price percentage | 98.00% | ||
Number of consecutive business days | day | 5 | ||
Number of consecutive trading days, measurement period | day | 10 |
BORROWINGS - Carrying Amount of
BORROWINGS - Carrying Amount of Liability and Equity Components (Details) - Three Point Five Zero Percent Due 2027 - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | May 22, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 200,000 | $ 200,000 | |
Unamortized discount - equity component | (68,926) | (77,503) | |
Unamortized underwriter discounts and issuance costs | (3,562) | (3,827) | |
Net carrying amount | 127,512 | 118,670 | $ 117,700 |
Equity component, net of underwriter discounts and issuance costs | $ 79,498 | $ 79,498 | $ 82,300 |
BORROWINGS - Interest Expense (
BORROWINGS - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total interest expense | $ 17,602 | $ 18,407 |
Three Point Five Zero Percent Due 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 7,000 | 4,258 |
Amortization of debt discount | 8,577 | 4,757 |
Amortization of underwriter discounts and issuance costs | 265 | 126 |
Total interest expense | $ 15,842 | $ 9,141 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Total | $ 562,768,000 |
2022 | 14,838,000 |
2023 - 2024 | 125,735,000 |
2025 - 2026 | 112,586,000 |
Thereafter | 309,609,000 |
Loss contingency | $ 0 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Number of common stock issued (in shares) | 4,666,667 | |
Number of shares called by warrant (in shares) | 4,666,667 | |
Number of shares called by each warrant (in shares) | 1 | |
Exercise price of warrant (in USD per share) | $ 11 | |
Warrants combined offering price (in USD per share) | $ 6 | |
Proceeds from issuance of common stock | $ 75 | |
Share price (in USD per share) | $ 13.50 | |
Proceeds from direct equity financing | $ 41.5 | |
Offering costs | $ 0.5 | |
Pre Funded Warrants | ||
Class of Stock [Line Items] | ||
Number of common stock issued (in shares) | 2,333,333 | |
Number of shares called by warrant (in shares) | 2,333,333 | |
Exercise price of warrant (in USD per share) | $ 0.001 | |
Exercise period | 5 days | |
Share price (in USD per share) | $ 15 | |
Common Warrant | ||
Class of Stock [Line Items] | ||
Stock issued to members (in shares) | 166,667 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Stock issued to members (in shares) | 166,667 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Stock options and RSUs issued and outstanding (in shares) | 10,889,603 | 8,120,435 |
Total (in shares) | 28,531,873 | 12,174,017 |
Stock Options, RSUs and ESPP Shares | ||
Class of Warrant or Right [Line Items] | ||
Shares authorized for future issuance (in shares) | 8,308,937 | 4,053,582 |
Pre Funded Warrants | ||
Class of Warrant or Right [Line Items] | ||
Shares authorized for future issuance (in shares) | 2,333,333 | 0 |
Common Warrant | ||
Class of Warrant or Right [Line Items] | ||
Shares authorized for future issuance (in shares) | 7,000,000 | 0 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) | Aug. 16, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares | Jan. 31, 2021shares | Sep. 30, 2020shares | Aug. 31, 2019shares | Jun. 30, 2018USD ($)purchase_periodshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2018 | Jul. 16, 2021$ / shares | Jan. 01, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award expiration period (in years) | 10 years | ||||||||||
Expiration term of options after the termination of continuous service for reasons other than cause, death, or disability (in months) | 3 months | ||||||||||
Expiration term of options after the termination of continuous service for disability (in months) | 12 months | ||||||||||
Expiration term of options after the termination of continuous service for employee's death (in months) | 18 months | ||||||||||
Shares of common stock subject to repurchase (in shares) | 0 | 0 | |||||||||
Number of common stock outstanding eligible for conversion (in shares) | 10,791,185 | 8,030,415 | |||||||||
Exercise price of options (in USD per share) | $ / shares | $ 11.24 | $ 19.25 | |||||||||
Stock-based compensation expense | $ | $ 25,882,000 | $ 28,298,000 | |||||||||
Granted (in shares) | 4,792,580 | ||||||||||
RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value of RSUs vested | $ | $ 700,000 | $ 400,000 | |||||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 1 year | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 4 years | ||||||||||
2020 Inducement Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options, RSUs and ESPP shares authorized for future issuance (in shares) | 0 | 5,000,000 | |||||||||
Stock Option Exchange Program | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 621,406 | ||||||||||
2018 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options, RSUs and ESPP shares authorized for future issuance (in shares) | 4,000,000 | ||||||||||
Annual increase in number of shares authorized (in shares) | 3,200,000 | ||||||||||
Annual percentage increase in number of shares authorized | 4.00% | ||||||||||
Increase in number of shares available for grant (in shares) | 2,008,431 | ||||||||||
Number of shares available for future issuance (in shares) | 1,329,921 | ||||||||||
The 2018 Equity Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average exercise price (equal to or greater than) (in USD per share) | $ / shares | $ 20 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 300,000 | ||||||||||
Unrecognized stock-based compensation | $ | $ 39,800,000 | ||||||||||
Unrecognized stock-based compensation, period for recognition (in years) | 2 years 1 month 6 days | ||||||||||
Stock Options | Stock Option Exchange Program | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 1 year | ||||||||||
Number of shares converted to new options (in shares) | 621,406 | ||||||||||
Exercise price of options (in USD per share) | $ / shares | $ 3.88 | ||||||||||
Stock Options | Stock Option Exchange Program | Share-based Payment Arrangement, Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 1 year | ||||||||||
Vesting percentage | 33.33% | ||||||||||
Stock Options | Stock Option Exchange Program | Share-based Payment Arrangement, Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 2 years | ||||||||||
Stock Options | The 2018 Equity Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award expiration period (in years) | 7 years | ||||||||||
Number of common stock outstanding eligible for conversion (in shares) | 1,419,182 | ||||||||||
Shares of common stock returned to 2018 plan reserve (in shares) | 797,776 | ||||||||||
RSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares withheld (in shares) | 21,000 | ||||||||||
Unrecognized stock-based compensation | $ | $ 200,000 | ||||||||||
Unrecognized stock-based compensation, period for recognition (in years) | 4 months 24 days | ||||||||||
Employee Stock | Employee Stock Purchase Program, ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options, RSUs and ESPP shares authorized for future issuance (in shares) | 800,000 | ||||||||||
Employee purchase plan offering period (in months) | 24 months | 6 months | |||||||||
Maximum number of shares purchased by employee (in shares) | 10,000 | ||||||||||
Number of purchase periods within offering period | purchase_period | 4 | ||||||||||
Employee Stock | Tricida, Inc. ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Annual increase in number of shares authorized (in shares) | 800,000 | ||||||||||
Annual percentage increase in number of shares authorized | 1.00% | ||||||||||
Number of shares available for future issuance (in shares) | 1,979,016 | ||||||||||
Maximum percentage of employee pay to be withheld for employee stock purchase plan | 15.00% | ||||||||||
Share-based compensation maximum share value | $ | $ 25,000 | ||||||||||
Maximum number of shares purchased by employee (in shares) | 2,500 | ||||||||||
Employee stock purchase price, percentage of market closing price | 85.00% | ||||||||||
Increase in shares reserved for issuance under the ESPP (in shares) | 502,107 | ||||||||||
Shares issued under employee stock purchase plan (in shares) | 128,214 | ||||||||||
ESPP cash contributions | $ | $ 500,000 | ||||||||||
PSUs | 2018 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 18 months | ||||||||||
Granted (in shares) | 1,541,102 | 868,500 | 594,000 | ||||||||
Director | RSUs | 2018 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period (in years) | 1 year |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 8,030,415 | |
Granted (in shares) | 4,792,580 | |
Exercised (in shares) | (282,628) | |
Forfeited or canceled (in shares) | (951,406) | |
Ending balance (in shares) | 10,791,185 | 8,030,415 |
Vested and expected to vest at end of period, (in shares) | 10,225,651 | |
Exercisable at end of period (in shares) | 4,919,378 | |
Weighted- Average Exercise Price | ||
Beginning balance (in USD per share) | $ 19.25 | |
Granted (in USD per share) | 6.71 | |
Exercised (in USD per share) | 1.31 | |
Forfeited or canceled (in USD per share) | 25.82 | |
Ending balance (in USD per share) | 11.24 | $ 19.25 |
Vested and expected to vest at end of period (in USD per share) | 11.31 | |
Exercisable (in USD per share) | $ 16.28 | |
Weighted- Average Remaining Contractual Term (years) | 7 years 8 months 12 days | 7 years 1 month 6 days |
Weighted-average remaining contractual term, vested and expected to vest | 7 years 9 months 18 days | |
Weighted-average remaining contractual term, exercisable | 6 years 7 months 6 days | |
Aggregate intrinsic value | $ 30,694 | $ 10,137 |
Aggregate intrinsic value, vested and expected to vest | 29,529 | |
Aggregate intrinsic value, exercisable | $ 14,372 | |
Stock Option Exchange Program | ||
Shares | ||
Granted (in shares) | 621,406 | |
Forfeited or canceled (in shares) | (1,419,182) | |
Weighted- Average Exercise Price | ||
Granted (in USD per share) | $ 3.88 | |
Forfeited or canceled (in USD per share) | $ 30.25 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Unvested balance beginning of period (in shares) | shares | 90,020 |
Granted (in shares) | shares | 108,012 |
Vested (in shares) | shares | (96,614) |
Forfeited (in shares) | shares | (3,000) |
Unvested balance end of period (in shares) | shares | 98,418 |
Weighted- Average Grant Date Fair Value | |
Unvested balance beginning of period (in USD per share) | $ / shares | $ 16.88 |
Granted (in USD per share) | $ / shares | 5.17 |
Vested (in USD per share) | $ / shares | 16.13 |
Forfeited (in USD per share) | $ / shares | 11.71 |
Unvested balance end of period (in USD per share) | $ / shares | $ 4.92 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 0.60% | 0.80% |
Expected volatility | 76.50% | 68.60% |
Expected term (in years) | 5 years 4 months 24 days | 5 years 9 months 18 days |
Expected dividends | 0.00% | 0.00% |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted average fair value per share and intrinsic value (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options granted - weighted-average grant date fair value per share | $ 4.32 | $ 16.21 |
Stock options exercised - intrinsic value | $ 1,565 | $ 7,405 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 25,882 | $ 28,298 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 10,763 | 10,966 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 15,119 | $ 17,332 |
RESTRUCTURINGS AND RELATED AC_2
RESTRUCTURINGS AND RELATED ACTIVITIES - Schedule of Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | Oct. 28, 2020 | Sep. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | $ 0 | $ 679 | ||
Accrued Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 100 | |||
Third Quarter 2020 Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percent of company's workforce eliminated | 21.50% | |||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 62 | 0 | ||
Charges | 2,660 | |||
Cash payments made | (2,593) | |||
Non-cash and other adjustments | (62) | (5) | ||
Restructuring reserve, ending balance | 0 | 62 | ||
Third Quarter 2020 Restructuring | General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 2,400 | |||
Third Quarter 2020 Restructuring | Research and development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 300 | |||
Third Quarter 2020 Restructuring | Severance and Benefits Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 62 | 0 | ||
Charges | 2,524 | |||
Cash payments made | (2,456) | |||
Non-cash and other adjustments | (62) | (6) | ||
Restructuring reserve, ending balance | 0 | 62 | ||
Third Quarter 2020 Restructuring | Contract Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 0 | 0 | ||
Charges | 136 | |||
Cash payments made | (137) | |||
Non-cash and other adjustments | 0 | 1 | ||
Restructuring reserve, ending balance | 0 | 0 | ||
Fourth Quarter 2020 Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percent of company's workforce eliminated | 60.00% | |||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 4,794 | 0 | ||
Charges | 11,094 | |||
Cash payments made | (4,860) | (5,587) | ||
Non-cash and other adjustments | 167 | (713) | ||
Restructuring reserve, ending balance | 101 | 4,794 | ||
Fourth Quarter 2020 Restructuring | General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 10,200 | |||
Fourth Quarter 2020 Restructuring | Research and development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 900 | |||
Fourth Quarter 2020 Restructuring | Severance and Benefits Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 3,783 | 0 | ||
Charges | 7,338 | |||
Cash payments made | (4,013) | (3,555) | ||
Non-cash and other adjustments | 230 | 0 | ||
Restructuring reserve, ending balance | 0 | 3,783 | ||
Fourth Quarter 2020 Restructuring | Contract Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 1,011 | 0 | ||
Charges | 3,077 | |||
Cash payments made | (847) | (2,032) | ||
Non-cash and other adjustments | (63) | (34) | ||
Restructuring reserve, ending balance | 101 | 1,011 | ||
Fourth Quarter 2020 Restructuring | Other Associated Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 0 | 0 | ||
Charges | 679 | |||
Cash payments made | 0 | 0 | ||
Non-cash and other adjustments | 0 | (679) | ||
Restructuring reserve, ending balance | $ 0 | $ 0 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share Reconciliation [Abstract] | ||
Net loss | $ (176,566) | $ (264,791) |
Denominator: | ||
Weighted average common shares outstanding (in shares) | 51,280,697 | 50,030,053 |
Less: weighted average shares subject to repurchase (in shares) | 0 | (2,318) |
Weighted-average number of shares outstanding, basic (in shares) | 51,280,697 | 50,027,735 |
Weighted-average number of shares outstanding, diluted (in shares) | 51,280,697 | 50,027,735 |
Net loss per share, basic (in USD per share) | $ (3.44) | $ (5.29) |
Net loss per share, diluted (in USD per share) | $ (3.44) | $ (5.29) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 23,940,515 | 14,171,347 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,031,352 | 31,352 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,019,560 | 6,019,560 |
Share-based Payment Arrangement, Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 10,889,603 | 8,120,435 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit (expense) | $ 0 | $ 0 | ||
Valuation allowance | 175,548,000 | 139,002,000 | ||
Increase in valuation allowance | 36,500,000 | |||
Unrecognized tax benefits | 4,240,000 | $ 3,685,000 | $ 2,543,000 | |
Penalties and interest accrued | 0 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 651,800,000 | |||
Operating losses subject to expiration | $ 89,100,000 | |||
Research tax credit carryforward | 14,500,000 | |||
Domestic Tax Authority | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 740,900,000 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research tax credit carryforward | 6,200,000 | |||
State and Local Jurisdiction | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 89,600,000 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 161,847 | $ 131,116 |
Research and development credits | 15,425 | 13,307 |
Capitalized assets | 210 | 286 |
Accruals and reserves | 1,028 | 1,463 |
Operating lease liabilities | 2,955 | 3,183 |
Stock-based compensation | 11,155 | 8,861 |
Gross deferred tax assets | 192,620 | 158,216 |
Convertible Senior Notes basis difference | (14,512) | (16,310) |
Operating lease right-of-use assets | (2,560) | (2,904) |
Gross deferred tax liabilities | (17,072) | (19,214) |
Total net deferred tax assets | 175,548 | 139,002 |
Less: valuation allowance | (175,548) | (139,002) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
Stock-based compensation | (1.30%) | (0.20%) |
Change to valuation allowance | (20.70%) | (22.50%) |
Research and development credits | 1.20% | 1.60% |
Other | (0.20%) | 0.10% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits at beginning of year | $ 3,685 | $ 2,543 |
Additions for tax positions related to prior year | 0 | 21 |
Decrease related to prior year tax provisions | (38) | 0 |
Additions for tax positions related to current year | 593 | 1,121 |
Gross unrecognized tax benefits at end of year | $ 4,240 | $ 3,685 |