Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-39263 | ||
Entity Registrant Name | Zentalis Pharmaceuticals, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3607803 | ||
Entity Address, Address Line One | 530 Seventh Avenue | ||
Entity Address, Address Line Two | Suite 2201 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10018 | ||
City Area Code | 212 | ||
Local Phone Number | 433-3791 | ||
Title of 12(b) Security | Common stock,$0.001 par value per share | ||
Trading Symbol | ZNTL | ||
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 | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,150 | ||
Entity Common Stock, Shares Outstanding (in shares) | 41,040,286 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement relating to its 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020 are incorporated herein by reference in Part III. | ||
Entity Central Index Key | 0001725160 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 54,951 | $ 67,246 |
Marketable securities, available for sale | 283,554 | 0 |
Accounts receivable from government grants, net | 417 | 140 |
Prepaid expenses and other current assets | 6,182 | 1,505 |
Total current assets | 345,104 | 68,891 |
Property and equipment, net | 1,099 | 501 |
Operating lease right-of-use assets | 2,520 | 2,335 |
Prepaid expenses and other assets | 2,976 | 2,134 |
Deferred financing costs | 0 | 841 |
Goodwill | 3,736 | 3,736 |
In-process research and development | 8,800 | 8,800 |
Restricted cash | 1,320 | 243 |
Total assets | 365,555 | 87,481 |
Current Liabilities | ||
Accounts payable | 8,661 | 4,289 |
Accrued expenses | 19,940 | 10,608 |
Total current liabilities | 28,601 | 14,897 |
Deferred tax liability | 2,480 | 2,463 |
Other long-term liabilities | 1,097 | 1,700 |
Total liabilities | 32,178 | 19,060 |
Commitments and contingencies | ||
Convertible preferred units | 141,706 | |
EQUITY | ||
Preferred stock, value | 0 | |
Common Stock, value | 41 | |
Additional paid-in capital | 509,339 | |
Accumulated other comprehensive income | 36 | |
Accumulated deficit | (200,834) | (82,993) |
Total stockholders' equity/members' (deficit) | 308,582 | (80,106) |
Noncontrolling interests | 24,795 | 6,821 |
Total equity (deficit) | 333,377 | (73,285) |
Total liabilities, convertible preferred units and equity (deficit) | $ 365,555 | 87,481 |
Class A Common Units | ||
EQUITY | ||
Class A and B common units, issuance value | 709 | |
Class B Common Units | ||
EQUITY | ||
Class A and B common units, issuance value | $ 2,178 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred units, redemption value | $ 146,944 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 250,000,000 | |
Common stock issued (in shares) | 41,040,286 | |
Common stock outstanding (in shares) | 41,040,286 | |
Class A Common Units | ||
Common units, authorized (in shares) | 20,000,000 | |
Common units, issued (in shares) | 5,601,478 | |
Common units, outstanding (in shares) | 5,601,478 | |
Class B Common Units | ||
Common units, authorized (in shares) | 3,458,522 | |
Common units, issued (in shares) | 2,670,668 | |
Common units, outstanding (in shares) | 2,670,668 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses | ||||||||||
Research and development | $ 29,521 | $ 24,670 | $ 17,452 | $ 13,258 | $ 11,869 | $ 10,739 | $ 8,689 | $ 7,089 | $ 84,901 | $ 38,386 |
General and administrative | 10,724 | 10,097 | 9,924 | 3,141 | 3,036 | 1,844 | 1,946 | 1,633 | 33,886 | 8,459 |
Total operating expenses | 40,245 | 34,767 | 27,376 | 16,399 | 14,905 | 12,583 | 10,635 | 8,722 | 118,787 | 46,845 |
Operating loss | (40,245) | (34,767) | (27,376) | (16,399) | (14,905) | (12,583) | (10,635) | (8,722) | (118,787) | (46,845) |
Other Income (Expense) | ||||||||||
Investment and other income (expense), net | 315 | 120 | 84 | 164 | 359 | 12 | 49 | 62 | 683 | 482 |
Net loss before income taxes | (39,930) | (34,647) | (27,292) | (16,235) | (14,546) | (12,571) | (10,586) | (8,660) | (118,104) | (46,363) |
Income tax expense | 426 | 18 | 0 | 0 | 0 | 1 | 11 | 3 | 444 | 15 |
Net loss | (40,356) | (34,665) | (27,292) | (16,235) | (14,546) | (12,572) | (10,597) | (8,663) | (118,548) | (46,378) |
Net loss attributable to noncontrolling interests | (53) | (110) | (435) | (109) | (40) | (228) | (127) | (320) | (707) | (715) |
Net loss attributable to Zentalis | $ (40,303) | $ (34,555) | $ (26,857) | $ (16,126) | $ (14,506) | $ (12,344) | $ (10,470) | $ (8,343) | $ (117,841) | $ (45,663) |
Common shares/units used in computing net loss per share/Class A common unit, basic and diluted (in shares) | 39,936 | 37,959 | 34,353 | 5,601 | 28,113 | 5,597 | ||||
Common Stock | ||||||||||
Other Income (Expense) | ||||||||||
Net loss per share/unit outstanding, basic and diluted (USD per share) | $ (1.01) | $ (0.91) | $ (0.78) | $ (2.59) | $ (2.20) | $ (1.87) | $ (1.49) | $ (4.19) | $ 0 | |
Class A Common Units | ||||||||||
Other Income (Expense) | ||||||||||
Net loss per share/unit outstanding, basic and diluted (USD per share) | $ (2.88) | $ 5,601,000 | $ 5,599,000 | $ 5,594,000 | $ 5,594,000 | $ 0 | $ (8.16) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (118,548) | $ (46,378) |
Other comprehensive income: | ||
Unrealized gain on marketable securities, net | 36 | 0 |
Total comprehensive loss | (118,512) | (46,378) |
Comprehensive loss attributable to noncontrolling interests | (707) | (715) |
Comprehensive loss attributable to Zentalis | $ (117,805) | $ (45,663) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||
Consolidated net loss | $ (118,548) | $ (46,378) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 160 | 111 |
Share-based compensation | 23,146 | 617 |
Amortization of premiums on marketable securities, net | 556 | 0 |
Deferred income taxes | 17 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (277) | 777 |
Prepaid expenses and other assets | (5,519) | (1,508) |
Accounts payable and accrued liabilities | 14,307 | 7,123 |
Operating lease right-of-use assets and liabilities, net | (667) | 115 |
Net cash used in operating activities | (86,825) | (39,143) |
Investing activities: | ||
Purchases of marketable securities | (400,984) | 0 |
Proceeds from maturities of marketable securities | 116,910 | 0 |
Purchases of property and equipment | (758) | (352) |
Net cash used in investing activities | (284,832) | (352) |
Financing activities: | ||
Proceeds from issuance of common stock in initial public offering, net | 172,482 | 0 |
Contributions from noncontrolling interest owners, net | 18,424 | 0 |
Proceeds from the issuance of Series C convertible preferred units, net | 14,228 | 81,876 |
Proceeds from issuance of common stock, net | 155,305 | 0 |
Deferred financing costs | 0 | (46) |
Net cash provided by financing activities | 360,439 | 81,830 |
Increase/(decrease) in cash, cash equivalents and restricted cash | (11,218) | 42,335 |
Cash, cash equivalents and restricted cash at beginning of year | 67,489 | 25,154 |
Cash, cash equivalents and restricted cash at end of year | 56,271 | 67,489 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 18 | 15 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 300 | 1,412 |
Costs incurred in connection with initial public offering included in accounts payable and accrued expenses | 0 | 795 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Total cash, cash equivalents and restricted cash reported in the Consolidated Statement of Cash Flows | $ 56,271 | $ 25,154 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Units and Members’/Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Convertible Preferred Units | Class A Common Units | Class B Common Units | Series C Preferred Units | Preferred StockConvertible Preferred Units | Common Stock | Common StockIPO | Common StockClass A Common Units | Common StockClass B Common Units | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interests |
Temporary equity beginning balance (in shares) at Dec. 31, 2018 | 0 | |||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 0 | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Issuance of Series C convertible preferred units at $17.50 per unit net of issuance costs (in shares) | 4,847,000 | |||||||||||||||
Issuance of Series C convertible preferred units at $17.50 per unit net of issuance costs | $ 81,876 | |||||||||||||||
Reclassification of convertible preferred units for contingent liquidation features not within the Company's control (in shares) | 5,103,000 | |||||||||||||||
Reclassification of convertible preferred units for contingent liquidation features not within the Company's control | $ 59,830 | |||||||||||||||
Temporary equity ending balance (in shares) at Dec. 31, 2019 | 9,950,154,000 | 9,950,000 | 4,847,106,000 | |||||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | $ 141,706 | $ 141,706 | $ 81,876 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 5,103,000 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2018 | 32,306 | $ 59,830 | $ 0 | $ 0 | $ 0 | $ (37,330) | $ 7,536 | |||||||||
Common units, beginning balance (in shares) at Dec. 31, 2018 | 5,594,000 | 1,612,000 | ||||||||||||||
Common units, beginning balance at Dec. 31, 2018 | $ 672 | $ 1,598 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock issued (in shares) | 7,093 | 1,059,000 | ||||||||||||||
Reclassification of convertible preferred units for contingent liquidation features not within the Company's control (in shares) | (5,103,000) | |||||||||||||||
Reclassification of convertible preferred units for contingent liquidation features not within the Company's control | (59,830) | $ (59,830) | ||||||||||||||
Share-based compensation expenses (in shares) | 7,000 | |||||||||||||||
Share-based compensation expenses | 617 | $ 37 | $ 580 | |||||||||||||
Net loss attributable to noncontrolling interests | (715) | (715) | ||||||||||||||
Net loss attributable to Zentalis | (45,663) | (45,663) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2019 | (73,285) | $ 0 | $ 0 | 0 | 0 | (82,993) | 6,821 | |||||||||
Common units, ending balance (in shares) at Dec. 31, 2019 | 5,601,478 | 2,670,668 | 5,601,000 | 2,671,000 | ||||||||||||
Common units, ending balance at Dec. 31, 2019 | $ 709 | $ 2,178 | $ 709 | $ 2,178 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||
Issuance of Series C convertible preferred units at $17.50 per unit net of issuance costs (in shares) | 867,000 | |||||||||||||||
Issuance of Series C convertible preferred units at $17.50 per unit net of issuance costs | $ 14,228 | |||||||||||||||
Conversion of convertible preferred units to common stock (in shares) | (10,817,000) | (15,011,000) | ||||||||||||||
Conversion of convertible preferred units to common stock | 155,934 | $ (155,934) | $ 15 | 155,919 | ||||||||||||
Temporary equity ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||
Temporary equity, ending balance at Dec. 31, 2020 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Cancellation of profit interest awards, net (shares) | (64,000) | |||||||||||||||
Stock issued (in shares) | 0 | 4,744,000 | 10,589,000 | |||||||||||||
Stock issued, value | 155,305 | $ 172,365 | $ 5 | $ 11 | 155,300 | $ 172,354 | ||||||||||
Contributions from noncontrolling interest owners | 18,424 | 18,424 | ||||||||||||||
Conversion of convertible preferred units to common stock (in shares) | 10,817,000 | 15,011,000 | ||||||||||||||
Conversion of convertible preferred units to common stock | 155,934 | $ (155,934) | $ 15 | 155,919 | ||||||||||||
Conversion of common and incentive units to common stock (in shares) | (10,278,000) | (5,601,000) | (2,607,000) | |||||||||||||
Conversion of common and incentive units to common and restricted stock | 0 | $ 10 | $ (709) | $ (2,507) | 3,206 | |||||||||||
Cancellation of restricted stock awards (in shares) | (8,000) | |||||||||||||||
Share-based compensation expenses | 23,146 | $ 329 | 22,817 | |||||||||||||
Issuance of common stock in connection with restricted stock unit vesting (in shares) | 426,000 | |||||||||||||||
Other comprehensive income | 36 | 36 | ||||||||||||||
Net loss attributable to noncontrolling interests | (707) | (257) | (450) | |||||||||||||
Net loss attributable to Zentalis | (117,841) | (117,841) | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 41,040,000 | ||||||||||||||
Ending balance at Dec. 31, 2020 | $ 333,377 | $ 0 | $ 41 | $ 509,339 | $ 36 | $ (200,834) | $ 24,795 | |||||||||
Common units, ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | ||||||||||||||
Common units, ending balance at Dec. 31, 2020 | $ 0 | $ 0 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Convertible Preferred Units and Members’/Stockholders' Equity (Deficit) (Parenthetical)) - $ / shares | Dec. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Series C Preferred Units | ||||
Par value per share (in dollars per share) | $ 17.50 | $ 17.50 | $ 17.50 | $ 17.50 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Organization Zentalis Pharmaceuticals, Inc. (successor to Zentalis Pharmaceuticals, LLC (“Zentalis”, “We” or “the Company”) is a clinical-stage pharmaceutical company focused on discovering and developing clinically differentiated, novel small molecule therapeutics targeting fundamental biological pathways of cancer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. To date, all of the Company's revenue has been generated in the United States. All of the Company's material tangible assets are held in the United States. The Company was formed and incorporated in the state of Delaware as Zeno Pharmaceuticals, Inc. on December 23, 2014. Effective November 21, 2017, Zeno Pharma, LLC was formed by the shareholders of Zeno Pharmaceuticals, Inc. On December 21, 2017, Zeno Pharmaceuticals, Inc. became a wholly owned subsidiary of Zeno Pharma, LLC. In connection with this restructuring, the rights and preferences of the Preferred Stock of Zeno Pharmaceuticals, Inc. were exchanged for preferred units with similar rights and preferences of Zeno Pharma, LLC. As part of the restructuring, the employees, consultants and board members of Zeno Pharmaceuticals, Inc. exchanged their equity grants in Zeno Pharmaceuticals, Inc. stock for Class B common units in Zeno Pharma, LLC. Additionally, existing common stockholders of Zeno Pharmaceuticals, Inc. exchanged their common stock for Class A common units in Zeno Pharma, LLC. All exchanges were made on a one-for-one basis. The restructuring was accounted for as a common control transaction. In December 2019, the Company was renamed to Zentalis Pharmaceuticals, LLC. See note 9, Equity and Share-based Compensation, for additional information. Immediately prior to the effectiveness of the registration statement pertaining to the Company's initial public offering ("IPO") on April 2, 2020, the Company converted from a Delaware limited liability company into a Delaware corporation, and changed its name to Zentalis Pharmaceuticals, Inc. Pursuant to the statutory corporate conversion, all of the outstanding units of Zentalis Pharmaceuticals, LLC converted into shares of common stock of Zentalis Pharmaceuticals, Inc. based upon the value of Zentalis Pharmaceuticals, Inc. at the time of the IPO with a value implied by the price of the shares of common stock sold in the IPO. Based on the IPO price of $18.00 per share, the outstanding converted units converted into 25,288,854 shares of common stock (including 1,160,277 shares of restricted common stock). On April 7, 2020, the Company completed the IPO in which the Company issued and sold 10,557,000 shares of common stock (including 1,377,000 shares of common stock in connection with the full exercise of the underwriters' option to purchase additional shares) at a public offering price of $18.00 per share. The Company's aggregate gross proceeds from the sale of shares in the IPO, including the sale of shares pursuant to the full exercise of the underwriters' option to purchase additional shares, was $190.0 million before fees and expenses of $17.6 million. On May 19, 2020, the Company announced the closing of a Series A financing of Zentera Therapeutics, Ltd. ("Zentera"), a majority owned biopharmaceutical company with headquarters in Shanghai, China. Contributions from noncontrolling interest members totaled $20.0 million before issuance costs of $1.6 million. The Company holds 60.2% equity interest in Zentera for purposes of the development and commercialization of ZN-c5, ZN-d5 and ZN-c3 for the treatment or prevention of disease, other than for pain, in the People's Republic of China, Macau, Hong Kong and Taiwan. Two of our executives entered into restricted stock purchase agreements with Zentera. The associated shares vest over four years. On August 3, 2020, the Company completed a follow-on offering in which the Company issued and sold 4,743,750 shares of common stock (including 618,750 shares of common stock in connection with the full exercise of the underwriters' option to purchase additional shares) at a public offering price of $35.00 per share. The Company's aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the full exercise of the underwriters' option to purchase additional shares, was $166.0 million before fees and expenses of $10.8 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and include our wholly owned subsidiaries, majority-owned or controlled companies, and variable interest entity (“VIE”), Kalyra Pharmaceuticals, Inc. (“Kalyra”), for which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. We evaluate our ownership, contractual and other interests in entities that are not wholly-owned to determine if these entities are VIEs, and, if so, whether we are the primary beneficiary of the VIE. In determining whether we are the primary beneficiary of a VIE and therefore required to consolidate the VIE, we apply a qualitative approach that determines whether we have both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. On December 21, 2017, the Company acquired a 25% equity interest in Kalyra. Based on our assessment, we concluded that Kalyra is a variable interest entity and we are the primary beneficiary. Prior to the acquisition, Zeno and Kalyra transacted for the delivery of research and development services and support. The financial position and results of operations of Kalyra have been included in the Company’s consolidated financial statements from December 21, 2017, the date we became the primary beneficiary. The liabilities recognized as a result of consolidating Kalyra do not represent additional claims on the Company’s general assets. We will continuously assess whether we are the primary beneficiary of a VIE, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of such VIE. During the periods presented, we have not provided any other financial or other support to our VIE that we were not contractually required to provide. Noncontrolling Interests The shares third parties own in Kalyra and Zentera represent an interest in their respective equity we do not control. We reflect noncontrolling interest attributable to the other owners in a separate line in our consolidated statements of operations and a separate line within stockholders' equity in our consolidated balance sheets. In addition, we record a noncontrolling interest adjustment to account for equity based compensation in Zentera. This adjustment is a reclassification within stockholders' equity from additional paid-in capital to noncontrolling interest equal to the amount of equity based compensation expense Zentera had recognized. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to inform our critical accounting estimates. Cash and Cash Equivalents Cash equivalents are comprised of short-term, highly-liquid investments with maturities of 90 days or less at the date of purchase. As of December 31, 2020 and 2019, our cash equivalents consisted of money market funds and corporate debt securities. Marketable Securities Marketable securities are investments with original maturities of more than ninety days from the date of purchase that we have the ability to liquidate to find current operations. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term investments on the accompanying consolidated balance sheets. Marketable securities are considered available-for-sale and are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders' equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net through an allowance account. We use the specific identification method for calculating realized gains and losses on marketable securities sold. Realized gains and losses on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. Restricted Cash Under the terms of our office leases, we are required to maintain a letter of credit as a security deposit during the term of such leases. At December 31, 2020 and 2019, restricted cash of $1.3 million and $0.2 million, respectively, was pledged as collateral for the letters of credit. Fair Value of Financial Instruments The authoritative guidance defines fair value and requires us to establish a framework for measuring fair value and disclosure about fair value measurements using a three-tier approach. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. The fair value of marketable securities is determined using proprietary valuation models and analytical tools, which utilize market pricing or prices for similar instruments that are both objective and publicly available, such as matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities and bids and offers. The carrying amount of cash equivalents, account receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective values because of the short-term nature of those instruments. Concentrations of Credit Risk and Sources of Supply We are subject to credit risk from our portfolios of cash equivalents and marketable securities. We maintain our cash and cash equivalent and marketable securities balances with major commercial banks. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash and cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets.We have also established guidelines to limit our exposure to credit risk by diversifying our marketable securities portfolio and placing them in investments with maturities that maintain safety and liquidity. We rely on third-party manufacturers for the supply of active pharmaceutical ingredients. Accounts Receivable from Government Grants, Net Accounts receivable from government grants is recorded at the invoiced amount, is non-interest bearing and is recorded net of allowances for doubtful accounts. We recorded no allowance for doubtful accounts at December 31, 2020 and 2019 as the collectability was reasonably assured. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three Leases We have entered into operating leases for real estate. We determine if an arrangement is a lease at inception and evaluate each lease agreement to determine whether the lease is an operating or finance lease. For leases where we are the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Liabilities from operating leases are included in accrued expenses and other long-term liabilities lease term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component for all of our leases. Impairment of Long-Lived Assets We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. To date, we have not experienced any significant impairment losses. Goodwill and In-Process Research and Development Our goodwill, which has an indefinite useful life, represents the excess of the cost over the fair value of net assets acquired from its business combination. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including capitalized in-process research and development (“IPR&D”). Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, we will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. We base the useful lives and related amortization expense on our estimate of the period that the assets will generate revenues or otherwise be used. We assess the carrying value of our IPR&D assets at least annually, or more frequently if an event occurs indicating the potential for impairment, which requires us to make assumptions and judgements regarding the future cash flows of these assets. If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by a combination of third-party sources and forecasted discounted cash flows. Goodwill is reviewed for impairment at least annually, or more frequently if an event occurs indicating the potential for impairment. During the impairment review process, we consider qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill. If we determine that it is not more likely than not that the fair value of our reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair values of the reporting units with the carrying values, including goodwill. If the carrying amounts of the reporting units exceed the fair values, we record an impairment loss based on the difference. We completed our most recent annual evaluation for impairment for goodwill and IPR&D as of December 31, 2020 using the qualitative assessment and determined that no impairment existed, and no charges were recorded. Research and Development Expenses Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. Reimbursed research and development costs under government grant arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed, or such time when we do not expect the goods to be delivered or services to be performed. Clinical Trial Expenses We make payments in connection with our clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of our obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on our estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts we are obligated to pay under our clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we adjust our accruals accordingly. Revisions to our contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Share-Based Compensation We record share-based compensation expense associated with equity instruments in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date based on the estimated fair value of the award and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A provision has been made for income taxes due on taxable income and for the deferred taxes on temporary differences. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on gathering sufficient taxable income in future years. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the period and the change during the period in deferred tax assets and liabilities. We follow the accounting guidance on accounting for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. Accumulated Other Comprehensive Income Accumulated other comprehensive income is the result of unrealized gains and losses on marketable securities. Net Loss per Common Share/Class A Common Unit Outstanding Basic net loss per common share outstanding is computed by dividing net loss, after adjusting for dividends, if declared, by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share outstanding is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential common shares. Potential common shares consist of unvested restricted stock and common shares issuable upon the exercise of stock options. Adoption and Pending Adoption of Recent Accounting Pronouncements The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted: Standard Description Effective Date Effect on the Financial In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. The Guidance makes improvements to financial instrument guidance, including the current expected credit losses guidance. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments — Equity Securities (Topic 321). This standard clarifies the interaction between accounting standards related to equity securities (ASC 321), equity method investments (ASC 323), and certain derivatives (ASC 815) January 1, 2021 We currently do not hold equity securities, have equity method investments or derivatives. We do not believe adoption will have a material impact on our consolidated financial position or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In November 2018 and April and May of 2019, the FASB issued additional guidance related to Topic 326. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify aspects of the accounting for income taxes, including the elimination of certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, among other changes. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Kalyra Pharmaceuticals, Inc. On December 21, 2017, we acquired $4.5 million of Kalyra Pharmaceuticals, Inc.’s Series B Preferred Stock representing a 25% equity interest in Kalyra Pharmaceuticals, Inc. for purposes of entering the analgesics therapeutic research space. The acquisition price was paid entirely in cash. In accordance with the authoritative guidance, we concluded that Kalyra is a business consisting of inputs, employees, intellectual property and processes capable of producing outputs. Additionally, we have concluded that Kalyra is a variable interest entity, we are the primary beneficiary and have the power to direct the activities that most significantly affect Kalyra’s economic performance through common management and our board representation. Prior to the change of control, Zentalis and Kalyra transacted for the delivery of research and development services and support. The financial position and results of operations of Kalyra have been included in our consolidated financial statements from the date of the initial investment. Pursuant with authoritative guidance, we have recorded the identifiable assets, liabilities and noncontrolling interests in the VIE at their fair value upon initial consolidation. The identified goodwill is comprised of the workforce and expected synergies from combining the entities. Total assets and liabilities of Kalyra as of December 31, 2020 and 2019 are as follows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 417 $ 712 Other current assets 82 21 In-process research and development 8,800 8,800 Goodwill 3,736 3,736 Other long-term assets — 14 Accounts payable and accrued expenses 83 391 Deferred tax liability 2,463 2,463 Noncontrolling interests 6,705 6,821 The liabilities recognized as a result of consolidating Kalyra do not represent additional claims on our general assets. Pursuant to the authoritative guidance, the equity interest in Kalyra not owned by Zentalis is reported as a noncontrolling interest on our consolidated balance sheets. The following is a reconciliation of equity (net assets) attributable to the noncontrolling interest (in thousands): December 31, 2020 2019 Noncontrolling interest at beginning of period $ 6,821 $ 7,536 Net loss attributable to noncontrolling interest (116) (715) Noncontrolling interest at end of period $ 6,705 $ 6,821 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 147,382 $ 14 $ (8) $ 147,388 Corporate debt securities 23,576 1 (6) 23,571 US government agencies 81,455 32 (1) 81,486 US Treasury securities 31,105 4 — 31,109 $ 283,518 $ 51 $ (15) $ 283,554 As of December 31, 2020, seventeen of our available-for-sale debt securities with a fair market value of $69.5 million were in a gross unrealized loss position of fifteen thousand dollars. When evaluating an investment for impairment, we review factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, our intent to sell or the likelihood that we would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of December 31, 2020, because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis. Contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2020 Estimated Fair Value Due within one year $ 247,455 After one but within five years 36,099 $ 283,554 The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2020 December 31, 2019 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 24,016 $ — $ 24,016 $ 62,961 $ — $ 62,961 Corporate debt securities — 4,999 4,999 — — — Total cash equivalents: 24,016 4,999 29,015 62,961 — 62,961 Available-for-sale marketable securities: Commercial paper — 147,388 147,388 — — — Corporate debt securities — 23,571 23,571 — — — US government agencies — 81,486 81,486 — — — US Treasury securities 31,109 — 31,109 — — — Total available-for-sale marketable securities: 31,109 252,445 283,554 — — — Total assets measured at fair value $ 55,125 $ 257,444 $ 312,569 $ 62,961 $ — $ 62,961 There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2020. We had no instruments that were classified within Level 3 as of December 31, 2020 or 2019. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid insurance $ 1,021 $ 150 Prepaid software licenses and maintenance 563 238 Foreign R&D credit refund 692 — Prepaid research and development expenses 5,963 2,985 Interest receivable 478 — Other prepaid expenses 441 266 Total prepaid expenses and other current assets 9,158 3,639 Less long-term portion 2,976 2,134 Total prepaid expenses and other assets, current $ 6,182 $ 1,505 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Computer and office equipment $ 529 $ 243 Lab equipment 424 401 Leasehold improvements 49 24 Construction in process 347 — Subtotal 1,349 668 Accumulated depreciation and amortization (250) (167) Property and equipment, net $ 1,099 $ 501 Depreciation and amortization expense was approximately $0.2 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Accrued research and development expenses $ 11,947 $ 5,465 Accrued employee expenses 5,649 2,977 Accrued general and administrative expenses 996 1,356 Lease liability 902 781 Income taxes payable 410 — Other 36 29 Total accrued expenses $ 19,940 $ 10,608 |
Convertible Preferred Units
Convertible Preferred Units | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Convertible Preferred Units | Convertible Preferred Units Series A Convertible Preferred Units In September 2015, Zeno Pharmaceuticals, Inc. entered into a Series A Preferred Stock Purchase Agreement (the “Series A Preferred Agreement”). Under the terms of the Series A Preferred Agreement, Zeno Pharmaceuticals, Inc. issued 1,293,104 shares of Series A convertible preferred stock at $11.60 per share for gross proceeds of $15.0 million. The net proceeds of this financing were $14.9 million after issuance costs of $0.1 million. In February and March 2016, Zeno Pharmaceuticals, Inc. issued an aggregate of 286,205 additional shares of Series A convertible preferred stock at $11.60 per share for additional gross proceeds of $3.3 million. The issuance costs of this additional financing were approximately thirty-nine thousand dollars. All Series A convertible preferred stock issued and outstanding by Zeno Pharmaceuticals, Inc. was converted into Series A convertible preferred units of Zentalis Pharmaceuticals, LLC in conjunction with the corporate restructuring and merger (see note 9). Series B Convertible Preferred Units In December 2017, Zentalis Pharmaceuticals, LLC entered into a Series B Preferred Unit Purchase Agreement (the “Series B Preferred Agreement”). Under the terms of the Series B Preferred Agreement, Zentalis Pharmaceuticals, LLC issued 2,735,320 Series B preferred units at $12.43 per unit for gross proceeds of $34.0 million. The net proceeds of this financing were $32.1 million after issuance costs of $1.9 million. In January and August 2018, Zentalis Pharmaceuticals, LLC issued an aggregate of 788,419 additional shares of Series B preferred units at $12.43 per unit for additional gross proceeds of $9.8 million. The net proceeds of this additional financing were $9.5 million after issuance costs of $0.3 million. Series C Preferred Unit Issuance In September 2019, Zentalis Pharmaceuticals, LLC entered into a Series C Preferred Unit Purchase Agreement (the “Series C Preferred Agreement”). Under the terms of the Series C Preferred Agreement, Zentalis Pharmaceuticals, LLC issued 4,847,106 units of Series C convertible preferred units at $17.50 per unit for gross proceeds of $84.8 million. The net proceeds of this financing were $81.9 million after issuance costs of $2.9 million. In February 2020, Zentalis Pharmaceuticals, LLC issued 867,194 additional units of Series C preferred units under the Series C Preferred Agreement. The units were issued for $17.50 per unit for gross proceeds of $15.2 million. The net proceeds of this financing were $14.2 million after issuance costs of $1.0 million. There were no authorized, issued, and outstanding shares of convertible preferred units at December 31, 2020. The authorized, issued, and outstanding shares of convertible preferred units at December 31, 2019 were as follows (in thousands, unless otherwise noted): December 31, 2019 Series Units Shares Issued Liquidation Carrying Series A convertible preferred units 1,579,309 1,579,309 $ 18,320 $ 18,226 Series B convertible preferred units 3,523,739 3,523,739 43,800 41,604 Series C convertible preferred units 5,714,300 4,847,106 84,824 81,876 Total 10,817,348 9,950,154 $ 146,944 $ 141,706 During 2019, we reclassified the convertible preferred units to temporary equity because, in conjunction with the Series C convertible preferred units issuance, all units were now deemed to contain contingent liquidation features that are not solely within our control. During the year ended December 31, 2019 and prior to the conversion of convertible preferred units into common stock in conjunction with our IPO on April 2, 2020, we did not adjust the carrying values of the convertible preferred units to the deemed redemption values of such units since a liquidation event was not probable. Dividends Dividends are payable if and when declared by the Board of Directors. No dividends were declared prior to the conversion of convertible preferred units into common stock in conjunction with our IPO on April 2, 2020. Conversion Each Series A preferred unit, Series B preferred unit and Series C preferred unit was convertible at the option of the holder thereof, at any time after the issuance of such unit, into Class A common units at a conversion price equal to the original purchase price (subject to anti-dilution adjustments, discussed below) which was $11.60, $12.43 and $17.50 per unit, respectively. The convertible preferred units automatically converted at the then applicable conversion rate upon the closing of a firm commitment underwritten public offering of shares of a successor corporations’ common stock, at a public offering price per share of equal to or greater than the Series C original purchase price (as adjusted for any stock splits, stock dividends, combinations or other similar recapitalization) resulting in aggregate gross cash proceeds of at least $75.0 million (a “Qualified IPO”). Additionally, the convertible preferred unit would have automatically converted into common stock, at the then applicable conversion rate, upon written consent of a majority of the then outstanding Series A, Series B and Series C convertible preferred units (voting as a separate class on an as converted to Common Unit basis). In conjunction with our IPO on April 2, 2020, which constituted a Qualified IPO, all convertible preferred units were converted into common stock. Anti-dilution protection The holders of the convertible preferred units had proportional anti-dilution protection for unit splits, unit dividends and similar recapitalizations. Subject to certain exclusions, anti-dilution price protection for additional sales of securities by us for consideration per unit less than the applicable conversion price per unit of any series of convertible preferred stock, was on a broad-based weighted average basis. Protective rights The holders of the convertible preferred units had certain protective rights, including, without limitation, regarding the authorization, alteration, redemption, or sale of Class B common units; commencement of a liquidation or deemed liquidation event; entrance into a joint venture or partnership; any incurrence of indebtedness; certain transactions that exceed a certain dollar threshold; changes to our governing documents; or the declaration of any dividends. Such actions were required to be approved by a majority of the then outstanding Series A, Series B and Series C convertible preferred unit holders (voting as a single class and on an as-converted basis), as specified in the amended and restated LLC agreement. An increase or decrease in the authorized number of Directors constituting the Board or the creation of a membership interest or equity security senior to or pari passu with Series C convertible preferred units was required to be approved by a majority of the then outstanding Series C convertible preferred Units (voting as a separate class on an as converted basis). Redemption The Series A, Series B and Series C convertible preferred units were not redeemable except in the event of certain effected deemed liquidation events. As of immediately prior to the our IPO on April 2, 2020 and December 31, 2019 we had classified convertible preferred units as temporary equity in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of our control, including liquidation, sale or transfer of control of the Company. We did not adjust the carrying value of the convertible preferred units to the deemed redemption values of such units since a liquidation event was not probable. Liquidation preference In the event of the dissolution, liquidation, merger or winding up of the Company, the holders of Series C convertible preferred units were entitled to receive, on a pro rata basis in respect of each such Series C convertible preferred unit, a preference amount of $17.50 per Series C convertible unit (as adjusted for any unit splits, dividends, combinations, recapitalizations or the like). Subsequent to the payment of the Series C convertible preferred unit preferences, Series A and Series B convertible preferred units were entitled to receive, on a pro rata basis in respect of each convertible preferred unit in proportion to the relative preference amount of each preferred unit, a preference amount of $11.60 and $12.43 per unit of Series A and Series B convertible preferred units (as adjusted for any units splits, dividend, combinations, recapitalizations of the like), respectively. Subsequent to the payment of the Series C, Series A and Series B convertible preferred unit preferences, Series A, Series B and Series C convertible preferred units are entitled to receive, on an as converted to common unit pro rata basis, an amount equal to distributions made to Class A common units prior to all unit classes sharing in distributions on a pro rata basis. Thereafter, Series A, Series B and Series C convertible preferred units and Series A and Series B common units were entitled to receive the remaining assets of the Company available for distribution to its unit holders pro rata based on the number of common units held by each holder, treating for these purposes as if all units had been converted to common. Voting Rights The holders of all units other than Class B common units that were unvested shall were to vote together as a single class. Each holder of Series A, Series B and Series C convertible preferred units were entitled to the number of votes calculated on an as converted to Class A common unit basis. |
Equity and Share-based Compensa
Equity and Share-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity and Share-based Compensation | Equity and Share-based Compensation In November 2017, Zentalis Pharmaceuticals, LLC was formed in the state of Delaware. In conjunction with a corporate restructuring, Zeno Pharmaceuticals, Inc., a Delaware corporation formed in 2014, was acquired by the Company pursuant to a merger agreement and became a wholly owned subsidiary of the Company. Per the terms of the merger agreement, each share of Zeno Pharmaceuticals, Inc. common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive one Class A common unit and each share of Zeno Pharmaceuticals, Inc. Series A preferred stock issued and outstanding immediately prior to the effective date of the merger converted into the right to receive one Series A preferred unit. As of the effective time of the merger agreement, all outstanding options to purchase shares of Zeno Pharmaceuticals, Inc. common stock were cancelled and replaced with profit interest awards in the LLC. In connection with the December 2017 corporate restructuring, we amended and restated the LLC agreement, and as amended, the capital units of the Company consisted of 1,638,000 authorized Series A preferred units, 3,621,000 authorized Series B preferred units, 15,000,000 authorized Class A common units and 872,620 authorized Class B common units. Class A Common Units In conjunction with the corporate restructuring in December 2017, 5,187,554 shares of common stock issued and outstanding and 406,831 shares of common stock subject to future vesting provisions of Zeno Pharmaceuticals, Inc. were converted into an equal number of Class A common units of Zentalis Pharmaceuticals, LLC. During the years ended December 31, 2020 and 2019, zero and 7,093 Class A common units were issued. As of December 31, 2020 and 2019, zero and 9,572 Class A common units were subject to future vesting conditions, respectively. In September 2019, the number of authorized Class A common units was increased to 20,000,000. Class B Common Units In conjunction with the corporate restructuring in December 2017, 703,000 options exercisable into Zeno Pharmaceuticals, Inc. common stock were converted into an equal number of Class B common units of Zentalis Pharmaceuticals, LLC. In September 2019, the number of authorized Class B common units was increased to 3,458,522. IPO On April 2, 2020 and immediately prior to the effectiveness of the Company’s IPO, Zentalis Pharmaceuticals, LLC converted from a Delaware limited liability company into a Delaware corporation pursuant to a statutory conversion, and changed its name to Zentalis Pharmaceuticals, Inc. In order to consummate the corporate conversion, a certificate of conversion was filed with the Secretary of State of the State of Delaware. All of the outstanding units of Zentalis Pharmaceuticals, LLC converted into shares of common stock of Zentalis Pharmaceuticals, Inc. based upon the value of Zentalis Pharmaceuticals, Inc. at the time of the IPO with a value implied by the price of the shares of common stock sold in the IPO. No cash or fractional shares of common stock were issued in connection with the corporate conversion. Based on the IPO price of $18.00 per share of common stock, all of the outstanding units converted into an aggregate of 25,288,854 shares of common stock (including 1,160,277 shares of restricted common stock). In connection with the completion of the IPO, the board and stockholders approved the certificate of incorporation to provide for 250,000,000 authorized shares of common stock with a par value of $0.001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.001 per share. On April 7, 2020, the Company completed the IPO in which the Company issued and sold 10,557,000 shares of common stock (including 1,377,000 shares of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a price of $18.00 per share. The Company’s aggregate gross proceeds from the sale of shares in the IPO, including the sale of shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, was $190.0 million before fees and expenses of $17.6 million. On August 3, 2020, the Company completed a follow-on offering in which the Company issued and sold 4,743,750 shares of common stock (including 618,750 shares of common stock in connection with the full exercise of the underwriters' option to purchase additional shares) at a public offering price of $35.00 per share. The Company's aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the exercise of the underwriters' option to purchase additional shares, was $166.0 million before fees and expenses of $10.8 million. Share-based Compensation In the Company’s 2017 Profit Interest Plan ("the Plan") as approved and adopted by the Board of Directors on December 21, 2017, the Company was authorized to issue up to 3,458,522 shares of Class B common units ("profit interest award units"), subject to restrictions as described in the Plan. In April 2020, the Plan was terminated and the Company’s board of directors adopted, and the Company’s stockholders approved the 2020 Incentive Award Plan ("the 2020 Plan"), which became effective upon the corporate conversion. The number of common shares available for issuance under the 2020 Plan is the sum of (1) 5,600,000 shares of common stock; plus (2) any shares forfeited from the unvested restricted shares of our common stock issued upon conversion of unvested Class B common units (up to 1,250,000 shares); plus (3) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2021 and continuing to, and including, the fiscal year ending December 31, 2030, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by our board of directors. In connection with the corporate conversion, each outstanding profits interest award unit was converted into a number of shares of common stock and restricted common stock based upon the IPO price. The restricted common stock issued in respect of profits interest award units continues to be subject to vesting in accordance with the vesting schedule that was applicable to such profits interest award units. Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Year ended December 31, 2020 2019 Research and development expense $ 7,296 $ 339 General and administrative expense 15,850 278 Total share-based compensation expense $ 23,146 $ 617 Share-based compensation expense by type of share-based award (in thousands): Year ended December 31, 2020 2019 Profits interest award units $ 329 $ 617 Stock options 6,925 — RSAs and RSUs 15,892 — $ 23,146 $ 617 Total unrecognized estimated compensation cost by type of award and the weighted average requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2020 Unrecognized Remaining Stock options $ 45,501 3.5 RSAs 2,197 2.5 RSUs 13,078 1.0 Profits Interest Award Units: The following table provides a summary of the profits interest units award activity under the Plan. The amounts include profits interest units granted to both employees and non-employees: Number of Units Weighted Average Outstanding at December 31, 2018 1,612,311 $ 1.56 Granted 1,095,545 $ 2.73 Forfeited (37,188) $ 1.62 Outstanding at December 31, 2019 2,670,668 $ 2.04 Granted 70,000 $ 3.06 Cancelled upon conversion (2,740,668) $ 2.07 Outstanding at December 31, 2020 — $ — The fair value of the profits interest award units was estimated using an option pricing model with the following assumptions: Year ended December 31, 2020 2019 Members’ equity value (in thousands) $271,207 $197,041 - $271,207 Threshold amounts (in thousands) $309,824 $143,800 - $309,824 Risk-free rate 1.5% 1.5% Volatility 75.0% 75.0% Time to liquidity (in years) 1.1 1.1 - 1.8 Lack of marketability discount 26.5% 18.8% - 26.4% Grant date fair value $3.06 $1.88 - $3.06 The Black-Scholes-Merton option pricing model (“Black-Scholes model) was used to estimate the fair value of each profit interest award units on the date of grant. The members’ equity value was based on a recent enterprise valuation analysis performed. The threshold amounts were determined by the Board of Directors at the time of grant. The expected life of the profits interest award units granted during the period presented was determined based on an expected liquidation event under the plan. We applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the life of the award. The expected volatility was based on a peer group in the industry in which the Company does business consistent with the expected time to liquidity. The dividend yield was set at zero as the underlying security does not and is not expected to pay a dividend. The Finnerty model and the Asian Protective Put Model methods were used to estimate the discount for lack of marketability inherent to the awards. Stock Options: The following table provides a summary of the stock option activity under the 2020 Plan. The amounts include incentive units granted to both employees and non-employees (in thousands, unless otherwise noted): Number of Shares Weighted Average Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 — Granted 3,137,746 Cancelled (16,525) Outstanding at December 31, 2020 3,121,221 $ 25.45 9.4 $82,691 Vested and expected to vest at December 31, 2020 3,121,221 $ 25.45 9.4 $82,691 Exercisable at December 31, 2020 42,691 $ 22.07 9.3 $1,275 The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 was $16.79. The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company uses the “simplified method” for estimating the expected term of employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero. The fair value of the stock options granted during the year ended December 31, 2020 was determined with the following assumptions: Year ended December 31, 2020 Expected volatility 76.4% - 78.7% Average expected term (in years) 1.0 - 6.0 Risk-free interest rate 0.1% - 0.5% Expected dividend yield —% Restricted Stock Awards: RSAs are shares of our common stock subject to forfeiture restrictions that lapse based on the awardee's continued employment or service. The shares covered by a RSA cannot be sold, pledged or otherwise disposed of until the awards vest, and any unvested shares will be forfeited following the awardee's termination of service. The following table provides a summary of the RSA activity. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2019 — $ — Conversion of unvested profit interest award units into RSAs 1,160,277 $ 2.91 Vested (409,259) $ 2.70 Forfeited (8,607) $ 2.70 Outstanding at December 31, 2020 742,411 $ 3.03 The fair value of RSAs issued upon conversion of the unvested profit interest award units was based on a Black-Scholes pricing model. The estimated fair value of the RSAs for any future grants will be based on the closing market value of our common stock on the date of grant. Restricted Stock Units: A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The following table provides a summary of the restricted stock unit ("RSU") activity under the 2020 Plan. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2019 — $ — Granted 1,145,875 $ 23.75 Vested (426,625) $ 23.75 Forfeited (44,493) $ 23.75 Outstanding at December 31, 2020 674,757 $ 23.75 The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. Employee Stock Purchase Plan In April 2020, the Company’s board of directors adopted, and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective upon the corporate conversion. The number of common shares initially available for issuance under the 2020 ESPP was the sum of (1) 450,000 shares of common stock; plus (2) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2021 and continuing to, and including, the fiscal year ending December 31, 2030, equal to the least of (a) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, (b) 1,500,000 shares and (c) such smaller number of shares as determined by our board of directors. The 2020 ESPP was amended and restated effective March 15, 2021 to provide for a share reserve of 2,000,000 shares and the elimination of the evergreen provision, subject to stockholder approval. In April 2020, the Company’s board of directors adopted, and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective upon the corporate conversion. The number of common shares initially available for issuance under the 2020 ESPP was the sum of (1) 450,000 shares of common stock; plus (2) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2021 and continuing to, and including, the fiscal year ending December 31, 2030, equal to the least of (a) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, (b) 1,500,000 shares and (c) such smaller number of shares as determined by our board of directors. The 2020 ESPP was amended and restated effective March 15, 2021 to provide for a share reserve of 2,000,000 shares and the elimination of the evergreen provision, subject to stockholder approval. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies From time to time, we may be involved in various disputes, including lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment and contractual matters. Any of these claims could subject us to costly legal expenses. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our consolidated financial statements. While we do generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage, or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We are currently not a party to any legal proceedings. Operating Leases We entered into a non-cancellable operating lease agreement in January 2016 to lease 11,121 square feet of laboratory and office space in San Diego. In December 2018, we entered into an amendment to the lease to extend the term of the agreement through June 2022. The lease is subject to further extension or earlier termination and subject to approximately 3.0% annual increases throughout the term of the lease. We also pay a pro rata share of operating costs, including utilities, maintenance, insurance costs and real property taxes. As part of the amendment, we received incentives in the form of a base rate abatement period. In April 2019, we entered into a lease for approximately 4,800 square feet of office space in New York, New York. The lease commenced in May 2019 and continues through June 30, 2023. The lease is subject to approximately 3.0% annual increases throughout the term of the lease. We received lease incentives under the agreement, including tenant allowances and a free rent period. We also pay for various operating costs, including utilities and real property taxes. The agreement does not contain a renewal option but does contain an early termination provision. In August 2019, we entered into a sublease for approximately 2,333 square feet of office space adjacent to the existing laboratory and office space in San Diego, California. The lease commenced in October 2019 and continues through February 2022. The lease is subject to approximately 3.0% annual increases throughout the term of the lease. We also pay for various operating costs, including utilities and real property taxes. The agreement does not contain a renewal option or an early termination provision. In September 2020, we entered into a lease for approximately 117,929 square feet of laboratory and office space in San Diego. The lease is expected to commence in November 2021 and to continue through June 2032. The lease also included access to a temporary space of 13,251 square feet of laboratory and office space in San Diego. This lease component commenced in November 2020 and is expected to continue through December 2021. The lease is subject to approximately 3.0% annual increases throughout the lease term. We also pay for various operating costs, including utilities and real property. The agreement includes two options to extend the lease for a period of five years each. When we determined our lease term for our operating lease right-of-use assets and lease liabilities for these leases, we did not include the extension options for this lease. Rent expense recorded by the Company under the leases was approximately $1.1 million and $0.8 million for the years ended December 31, 2020 and 2019, respectively. We paid approximately $1.0 million and $0.7 million of lease payments, respectively, during the years ended December 31, 2020 and 2019. The following table presents the weighted average remaining lease term and weighted average discount rates related to our operating leases as of December 31, 2020: Weighted average remaining lease term (in years) 1.8 Weighted average discount rate 10.7% Approximate annual future minimum operating lease payments as of December 31, 2020 are as follows (in thousands): Year Amount 2021 $ 1,052 2022 1,005 2023 187 Total minimum lease payments: 2,244 Less: imputed interest 245 Total operating lease liabilities 1,999 Less: current portion 902 Lease liability, net of current portion $ 1,097 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Pretax losses were generated by both domestic and foreign operations as follows (in thousands): Year ended December 31, 2020 2019 U.S. net loss before income taxes $ (112,827) $ (46,363) Foreign net loss before income taxes (5,277) — Net loss before income taxes $ (118,104) $ (46,363) The following table presents the current and deferred income tax provision (benefit) for federal and state income taxes (in thousands): Year ended December 31, 2020 2019 Current tax provision: Federal $ — $ — State 16 15 Foreign 410 — Total current tax provision 426 15 Deferred tax provision: Federal — — State — — Foreign 18 — Total deferred tax provision 18 — Total provision for income taxes: $ 444 $ 15 The following table is a reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total provision for income taxes (in thousands): Year ended December 31, 2020 2019 Expected tax at 21% $ (24,802) 21.0 % $ (9,730) 21.0 % State income tax, net of federal tax 273 (0.3) % (3,167) 6.8 % Limited liability company loss — — % 4 — % Non-deductible expenses — — % 164 (0.3) % Research credits (4,025) 3.4 % (1,424) 3.1 % Share-based compensation (1,718) 1.5 % — — % Other 146 (0.1) % (2) — % Section 162(m) limitations 2,956 (2.5) % — — % Change in valuation allowance 27,614 (23.4) % 14,170 (30.6) % Provision for income taxes $ 444 (0.4) % $ 15 0.0 % Deferred income taxes as of the following period reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our net deferred tax asset or liability are as follows (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss $ 45,730 $ 25,053 Compensation 892 148 Share-based compensation 1,691 — ASC 842 lease liability 425 693 Accrued liabilities 632 1 Research credits 7,528 3,503 Total gross deferred tax assets 56,898 29,398 Valuation allowance (56,261) (28,647) Net deferred tax assets 637 751 Deferred tax liabilities Depreciable assets (145) (97) ASC 842 right of use asset (502) (654) In-process research and development (2,463) (2,463) Other (7) — Deferred tax liabilities (3,117) (3,214) Net deferred tax liabilities $ (2,480) $ (2,463) Realization of a portion of our deferred tax assets is dependent upon our generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences. Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $56.3 million and $28.6 million was required as of December 31, 2020 and 2019, for those deferred tax assets that are not expected to provide future tax benefits. The acquisition of Kalyra resulted in an allocation of the purchase price to In-process Research and Development (IPR&D). Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. As a result of being treated as an indefinite lived asset, the deferred tax liability is not considered to be a future source of taxable income for purposes of determining the Company’s realizability of definite lived deferred tax assets and the amount of the valuation allowance to record. We have adopted an accounting policy to not consider indefinite lived deferred tax liabilities as a future source of taxable income with respect to determining the realizability of indefinite lived deferred tax assets and the amount of valuation allowance recorded against the deferred asset related to the federal net operating losses generated beginning January 1, 2018 and the California R&D tax credits, which do not expire. At December 31, 2020, we have federal and state net operating loss ("NOL") carryforwards of approximately $183.0 million and $85.1 million, respectively. The federal NOL carryforwards generated prior to January 1, 2018 begin to expire in 2033. The federal NOL carryforwards generated after 2017 of $162.0 million can be carried forward indefinitely and can be available to offset future taxable income each year. The state NOL carryforwards begin to expire in 2033. At December 31, 2020, the Company has foreign NOL carryforwards related to Chinese operations of approximately $5.8 million that begin to expire in 2025. At December 31, 2020, we have federal and state research tax credit carryforwards, net of reserves, of approximately $5.2 million and $2.3 million, respectively. The federal credit carryforwards begin to expire in 2033, and the state credit carryforwards do not expire and can be carried forward indefinitely until utilized. We have not completed a study to determine whether an ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, has occurred. Utilization of our net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Uncertain Tax Positions In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following table reconciles the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 1,124 $ 741 Increase related to current year tax positions 661 383 Increase related to prior year tax positions 197 — Decrease related to prior year tax positions (50) — Gross unrecognized tax benefits at end of the year $ 1,932 $ 1,124 Included in the balance of unrecognized tax benefits at December 31, 2020 is $1.7 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as our deferred tax asset remains subject to a valuation allowance. We do not expect any significant increases or decreases to our unrecognized tax benefits within the next 12 months. We recognize interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2020 or 2019. The Company files federal and state income tax returns in the United States as well as income tax returns in Australia and China. Due to the Company's unutilized NOL carryforwards and credits in the United States, all years remain subject to income tax examination by authorities. The Company's Australian and Chinese tax returns remain subject to income tax examination by the taxing authorities for years beginning 2020. The Company is not currently under examination by federal, state or foreign jurisdictions. In response to the COVID-19 pandemic, the Coronavirus Act, Relief and Economic Security Act (CARES Act) was signed into law in the U.S. in March 2020. The CARES Act adjusted a number of provisions of the tax code, including the eligibility of certain deductions and the treatment of net operating losses and tax credits. The enactment of the CARES Act did not result in any material adjustments to the Company's income tax provision for the year ended December 31, 2020, or to its deferred tax assets as of December 31, 2020. |
Net Loss Per Common Share_Class
Net Loss Per Common Share/Class A Common Unit | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share/Class A Common Unit | Net Loss Per Common Share/Class A Common Unit Basic and diluted net loss per common share/Class A common unit were calculated as follows (in thousands except per share amounts): Year ended December 31, 2020 2019 Numerator: Net loss attributable to Zentalis $ (117,841) $ (45,663) Denominator: Weighted average number of common shares/Class A common units outstanding, basic and diluted 28,113 5,597 Net loss per common share $ (4.19) $ — Net loss per Class A common unit $ — $ (8.16) Our potential and dilutive securities, which include outstanding stock options, unvested RSAs, unvested RSUs and preferred units, have been excluded from the computation of diluted net loss per common share/Class A common unit as the effect would be anti-dilutive. We considered the impact of presenting a separate earnings per unit calculation for Class B common units. However, as earnings and losses are only allocable to Class B common units after the applicable threshold had been met, and such thresholds had not been met for earnings per unit purposes, no losses were allocated to Class B common units. The following common stock/Class A common unit equivalents have been excluded from the calculations of diluted net loss per common share/Class A common unit because their inclusion would be antidilutive (in thousands). Year ended December 31, 2020 2019 Preferred units, as if converted to Class A common units — 9,950 Incentive units—Class B common units — 2,671 Outstanding stock options 3,121 — Unvested RSAs 742 — Unvested RSUs 675 — 4,538 12,621 |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Savings Plan | Employee Savings PlanWe have an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. All employees are eligible to participate provided that they meet the requirements of the plan. The Company did not begin making matching contributions under the plan until subsequent to December 31, 2020. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Disclosures | Related Party Disclosures Kalyra Pharmaceuticals, Inc. On December 21, 2017, we acquired 17,307,692 shares of Series B preferred stock of Kalyra Pharmaceuticals, Inc. for a per share price of twenty-six cents ($0.26) or approximately $4.5 million. The management team and stockholders of Kalyra are also stockholders of the Company. Prior to the investment, we entered into a license agreement and a master services agreement with Kalyra. The license agreement was signed and commenced on December 31, 2014 for the exclusive rights to develop and commercialize products derived from Kalyra’s technology in the initial area of oncology. The license agreement and all rights were subsequently sold from Kalyra to Recurium IP Holdings, LLC (“Recurium IP”), an entity with common ownership to Kalyra prior to the Zentalis investment. Under the agreement, we have agreed to make payments to Recurium IP based on specific milestones. In addition, the Company shall pay mid- to high-single digit percentage royalties on net product sales to Recurium IP and sublicense fees on any consideration paid to us by a sublicensor. All payments are based on Recurium Equity, LLC’s, an affiliated company of Recurium IP, equity ownership stake in us as of December 2020. The license agreement will terminate upon the later of the last expiration of the patent rights or 15 years from the date of commencement. The Master Services Agreement (“MSA”) was entered into in January 2015 and states that Kalyra may provide research and development services to us and that we shall reimburse such expenses on a time and materials basis based on the initial statements of work. For the years ended December 31, 2020 and 2019, we incurred approximately zero dollars and five thousand dollars of expense with Kalyra that was eliminated in consolidation for research and development services provided, respectively. As of December 31, 2020 and 2019, zero and seventeen thousand dollars was due to Kalyra and eliminated in consolidation. We entered into an Intercompany Services Agreement (“ISA”) with Kalyra in January 2018 which states that we may provide research and development services to Kalyra and that Kalyra shall reimburse such expenses on a time and materials basis. For the years ended December 31, 2020 and 2019, we provided $0.2 million and $0.7 million of research and development services to Kalyra that was eliminated in consolidation, respectively. As of December 31, 2020 and 2019, twenty-two thousand dollars and $0.2 million was due from Kalyra and eliminated in consolidation, respectively. On June 1, 2020, we entered into an equipment purchase and sale agreement with Kalyra to purchase $0.4 million of equipment and related intangible assets to be used in our operations. As of December 31, 2020, there was no balance due to Kalyra for this transaction. Tempus |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected quarterly financial data is as follows: Three months ended 3/31/2020 6/30/2020 9/30/2020 12/31/2020 Operating Expenses Research and development $ 13,258 $ 17,452 $ 24,670 $ 29,521 General and administrative 3,141 $ 9,924 $ 10,097 10,724 Total operating expenses 16,399 27,376 34,767 40,245 Operating loss (16,399) (27,376) (34,767) (40,245) Other Income (Expense) Investment and other income (expense), net 164 $ 84 $ 120 315 Net loss before income taxes (16,235) (27,292) (34,647) (39,930) Income tax expense — — $ 18 426 Net loss (16,235) (27,292) (34,665) $ — (40,356) Net loss attributable to noncontrolling interests (109) (435) (110) (53) Net loss attributable to Zentalis $ (16,126) $ (26,857) $ (34,555) $ (40,303) Net loss per common share outstanding, basic and diluted $ (0.78) $ (0.91) $ (1.01) Net loss per Class A common unit outstanding, basic and diluted $ (2.88) Common shares/units used in computing net loss per share/Class A common unit, basic and diluted 5,601 34,353 37,959 39,936 Three months ended 3/31/2019 6/30/2019 9/30/2019 12/31/2019 Operating Expenses Research and development $ 7,089 $ 8,689 $ 10,739 $ 11,869 General and administrative 1,633 1,946 1,844 3,036 Total operating expenses 8,722 10,635 12,583 14,905 Operating loss (8,722) (10,635) (12,583) (14,905) Other Income (Expense) Investment and other income (expense), net 62 49 12 359 Net loss before income taxes (8,660) (10,586) (12,571) (14,546) Income tax expense 3 11 1 — Net loss (8,663) (10,597) (12,572) $ — (14,546) Net loss attributable to noncontrolling interests (320) (127) (228) (40) Net loss attributable to Zentalis $ (8,343) $ (10,470) $ (12,344) $ (14,506) Net loss per Class A common unit outstanding, basic and diluted $ (1.49) $ (1.87) $ (2.20) $ (2.59) Common units used in computing net loss per Class A common unit, basic and diluted 5,594 5,594 5,599 5,601 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events New York Office Lease In March 2021, we entered into a lease for approximately 31,362 square feet of office space in New York, New York. The targeted lease commencement date is November 2021 and will continue for 120 months thereafter. We also pay for various operating costs, including utilities and real property taxes. The agreement contains extension rights allowing us to extend the term of the lease for five years at the then market rate. The agreement contains an early termination provision exercisable after the eighth anniversary of the commencement date. The expected future minimum lease obligation are as follows (in thousands): Year-ending December 31, Payment Amount 2021 $ — 2022 1,458 2023 1,458 2024 1,459 2025 1,782 Thereafter 11,970 Total minimum lease payments: $ 18,127 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and include our wholly owned subsidiaries, majority-owned or controlled companies, and variable interest entity (“VIE”), Kalyra Pharmaceuticals, Inc. (“Kalyra”), for which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. |
Consolidation | We will continuously assess whether we are the primary beneficiary of a VIE, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of such VIE. During the periods presented, we have not provided any other financial or other support to our VIE that we were not contractually required to provide. Noncontrolling Interests |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash equivalents are comprised of short-term, highly-liquid investments with maturities of 90 days or less at the date of purchase. As of December 31, 2020 and 2019, our cash equivalents consisted of money market funds and corporate debt securities. |
Marketable Securities | Marketable SecuritiesMarketable securities are investments with original maturities of more than ninety days from the date of purchase that we have the ability to liquidate to find current operations. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term investments on the accompanying consolidated balance sheets. Marketable securities are considered available-for-sale and are carried at fair value with unrealized gains and losses recorded in other comprehensive income (loss) and included as a separate component of stockholders' equity. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net through an allowance account. We use the specific identification method for calculating realized gains and losses on marketable securities sold. Realized gains and losses on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance defines fair value and requires us to establish a framework for measuring fair value and disclosure about fair value measurements using a three-tier approach. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Our financial instruments include cash equivalents, marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. The fair value of marketable securities is determined using proprietary valuation models and analytical tools, which utilize market pricing or prices for similar instruments that are both objective and publicly available, such as matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities and bids and offers. |
Concentrations of Credit Risk and Sources of Supply | Concentrations of Credit Risk and Sources of Supply We are subject to credit risk from our portfolios of cash equivalents and marketable securities. We maintain our cash and cash equivalent and marketable securities balances with major commercial banks. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash and cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets.We have also established guidelines to limit our exposure to credit risk by diversifying our marketable securities portfolio and placing them in investments with maturities that maintain safety and liquidity. We rely on third-party manufacturers for the supply of active pharmaceutical ingredients. |
Accounts Receivable from Government Grants, Net | Accounts Receivable from Government Grants, Net Accounts receivable from government grants is recorded at the invoiced amount, is non-interest bearing and is recorded net of allowances for doubtful accounts. We recorded no allowance for doubtful accounts at December 31, 2020 and 2019 as the collectability was reasonably assured. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over its estimated useful life ranging from three |
Leases | Leases We have entered into operating leases for real estate. We determine if an arrangement is a lease at inception and evaluate each lease agreement to determine whether the lease is an operating or finance lease. For leases where we are the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Liabilities from operating leases are included in accrued expenses and other long-term liabilities |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. To date, we have not experienced any significant impairment losses. |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development Our goodwill, which has an indefinite useful life, represents the excess of the cost over the fair value of net assets acquired from its business combination. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including capitalized in-process research and development (“IPR&D”). Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon conclusion of the relevant research and development project, we will amortize the acquired IPR&D over its estimated useful life or expense the acquired IPR&D should the research and development project be unsuccessful with no future alternative use. We base the useful lives and related amortization expense on our estimate of the period that the assets will generate revenues or otherwise be used. We assess the carrying value of our IPR&D assets at least annually, or more frequently if an event occurs indicating the potential for impairment, which requires us to make assumptions and judgements regarding the future cash flows of these assets. If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by a combination of third-party sources and forecasted discounted cash flows. Goodwill is reviewed for impairment at least annually, or more frequently if an event occurs indicating the potential for impairment. During the impairment review process, we consider qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill. If we determine that it is not more likely than not that the fair value of our reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, we proceed to compare the estimated fair values of the reporting units with the carrying values, including goodwill. If the carrying amounts of the reporting units exceed the fair values, we record an impairment loss based on the difference. We completed our most recent annual evaluation for impairment for goodwill and IPR&D as of December 31, 2020 using the qualitative assessment and determined that no impairment existed, and no charges were recorded. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses. Reimbursed research and development costs under government grant arrangements are recorded as a reduction to research and development expenses and are recognized in the period in which the related costs are incurred. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed, or such time when we do not expect the goods to be delivered or services to be performed. |
Clinical Trial Expenses | Clinical Trial Expenses We make payments in connection with our clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of our obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on our estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts we are obligated to pay under our clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we adjust our accruals accordingly. Revisions to our contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. |
Share-Based Compensation | Share-Based Compensation We record share-based compensation expense associated with equity instruments in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date based on the estimated fair value of the award and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. |
Income Taxes | Income Taxes Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A provision has been made for income taxes due on taxable income and for the deferred taxes on temporary differences. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on gathering sufficient taxable income in future years. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the period and the change during the period in deferred tax assets and liabilities. We follow the accounting guidance on accounting for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Accumulated other comprehensive income is the result of unrealized gains and losses on marketable securities. |
Net Loss per Common Share/Class A Common Unit Outstanding | Net Loss per Common Share/Class A Common Unit Outstanding Basic net loss per common share outstanding is computed by dividing net loss, after adjusting for dividends, if declared, by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share outstanding is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential common shares. Potential common shares consist of unvested restricted stock and common shares issuable upon the exercise of stock options. |
Adoption and Pending Adoption of Recent Accounting Pronouncements | Adoption and Pending Adoption of Recent Accounting Pronouncements The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted: Standard Description Effective Date Effect on the Financial In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. The Guidance makes improvements to financial instrument guidance, including the current expected credit losses guidance. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments — Equity Securities (Topic 321). This standard clarifies the interaction between accounting standards related to equity securities (ASC 321), equity method investments (ASC 323), and certain derivatives (ASC 815) January 1, 2021 We currently do not hold equity securities, have equity method investments or derivatives. We do not believe adoption will have a material impact on our consolidated financial position or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In November 2018 and April and May of 2019, the FASB issued additional guidance related to Topic 326. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify aspects of the accounting for income taxes, including the elimination of certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, among other changes. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards Adopted and Not Yet Adopted | The following table provides a brief description of recently issued accounting standards, those adopted in the current period and those not yet adopted: Standard Description Effective Date Effect on the Financial In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. The Guidance makes improvements to financial instrument guidance, including the current expected credit losses guidance. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments — Equity Securities (Topic 321). This standard clarifies the interaction between accounting standards related to equity securities (ASC 321), equity method investments (ASC 323), and certain derivatives (ASC 815) January 1, 2021 We currently do not hold equity securities, have equity method investments or derivatives. We do not believe adoption will have a material impact on our consolidated financial position or results of operations. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In November 2018 and April and May of 2019, the FASB issued additional guidance related to Topic 326. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The new guidance is intended to simplify aspects of the accounting for income taxes, including the elimination of certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, among other changes. January 1, 2020 We have adopted the new guidance as of January 1, 2020. The impact of adoption was not material to the consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets and Liabilities of VIE | Total assets and liabilities of Kalyra as of December 31, 2020 and 2019 are as follows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 417 $ 712 Other current assets 82 21 In-process research and development 8,800 8,800 Goodwill 3,736 3,736 Other long-term assets — 14 Accounts payable and accrued expenses 83 391 Deferred tax liability 2,463 2,463 Noncontrolling interests 6,705 6,821 |
Reconciliation Of Equity Attributable to Noncontrolling Interest | The following is a reconciliation of equity (net assets) attributable to the noncontrolling interest (in thousands): December 31, 2020 2019 Noncontrolling interest at beginning of period $ 6,821 $ 7,536 Net loss attributable to noncontrolling interest (116) (715) Noncontrolling interest at end of period $ 6,705 $ 6,821 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Components of Available-for-sale Marketable Securities | Available-for-sale marketable securities consisted of the following (in thousands): December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 147,382 $ 14 $ (8) $ 147,388 Corporate debt securities 23,576 1 (6) 23,571 US government agencies 81,455 32 (1) 81,486 US Treasury securities 31,105 4 — 31,109 $ 283,518 $ 51 $ (15) $ 283,554 |
Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities are as follows (in thousands): December 31, 2020 Estimated Fair Value Due within one year $ 247,455 After one but within five years 36,099 $ 283,554 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2020 December 31, 2019 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 24,016 $ — $ 24,016 $ 62,961 $ — $ 62,961 Corporate debt securities — 4,999 4,999 — — — Total cash equivalents: 24,016 4,999 29,015 62,961 — 62,961 Available-for-sale marketable securities: Commercial paper — 147,388 147,388 — — — Corporate debt securities — 23,571 23,571 — — — US government agencies — 81,486 81,486 — — — US Treasury securities 31,109 — 31,109 — — — Total available-for-sale marketable securities: 31,109 252,445 283,554 — — — Total assets measured at fair value $ 55,125 $ 257,444 $ 312,569 $ 62,961 $ — $ 62,961 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following (in thousands): December 31, 2020 2019 Prepaid insurance $ 1,021 $ 150 Prepaid software licenses and maintenance 563 238 Foreign R&D credit refund 692 — Prepaid research and development expenses 5,963 2,985 Interest receivable 478 — Other prepaid expenses 441 266 Total prepaid expenses and other current assets 9,158 3,639 Less long-term portion 2,976 2,134 Total prepaid expenses and other assets, current $ 6,182 $ 1,505 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Computer and office equipment $ 529 $ 243 Lab equipment 424 401 Leasehold improvements 49 24 Construction in process 347 — Subtotal 1,349 668 Accumulated depreciation and amortization (250) (167) Property and equipment, net $ 1,099 $ 501 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Accrued research and development expenses $ 11,947 $ 5,465 Accrued employee expenses 5,649 2,977 Accrued general and administrative expenses 996 1,356 Lease liability 902 781 Income taxes payable 410 — Other 36 29 Total accrued expenses $ 19,940 $ 10,608 |
Convertible Preferred Units (Ta
Convertible Preferred Units (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Temporary Equity | There were no authorized, issued, and outstanding shares of convertible preferred units at December 31, 2020. The authorized, issued, and outstanding shares of convertible preferred units at December 31, 2019 were as follows (in thousands, unless otherwise noted): December 31, 2019 Series Units Shares Issued Liquidation Carrying Series A convertible preferred units 1,579,309 1,579,309 $ 18,320 $ 18,226 Series B convertible preferred units 3,523,739 3,523,739 43,800 41,604 Series C convertible preferred units 5,714,300 4,847,106 84,824 81,876 Total 10,817,348 9,950,154 $ 146,944 $ 141,706 |
Equity and Share-based Compen_2
Equity and Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Share-based Compensation Expense | Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Year ended December 31, 2020 2019 Research and development expense $ 7,296 $ 339 General and administrative expense 15,850 278 Total share-based compensation expense $ 23,146 $ 617 Share-based compensation expense by type of share-based award (in thousands): Year ended December 31, 2020 2019 Profits interest award units $ 329 $ 617 Stock options 6,925 — RSAs and RSUs 15,892 — $ 23,146 $ 617 |
Share-based Compensation Expense by Type of Share-based Award | Total unrecognized estimated compensation cost by type of award and the weighted average requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2020 Unrecognized Remaining Stock options $ 45,501 3.5 RSAs 2,197 2.5 RSUs 13,078 1.0 |
Summary of Profits Interest Unites Award Activity | The following table provides a summary of the profits interest units award activity under the Plan. The amounts include profits interest units granted to both employees and non-employees: Number of Units Weighted Average Outstanding at December 31, 2018 1,612,311 $ 1.56 Granted 1,095,545 $ 2.73 Forfeited (37,188) $ 1.62 Outstanding at December 31, 2019 2,670,668 $ 2.04 Granted 70,000 $ 3.06 Cancelled upon conversion (2,740,668) $ 2.07 Outstanding at December 31, 2020 — $ — |
Schedule of Valuation Assumptions | The fair value of the profits interest award units was estimated using an option pricing model with the following assumptions: Year ended December 31, 2020 2019 Members’ equity value (in thousands) $271,207 $197,041 - $271,207 Threshold amounts (in thousands) $309,824 $143,800 - $309,824 Risk-free rate 1.5% 1.5% Volatility 75.0% 75.0% Time to liquidity (in years) 1.1 1.1 - 1.8 Lack of marketability discount 26.5% 18.8% - 26.4% Grant date fair value $3.06 $1.88 - $3.06 Year ended December 31, 2020 Expected volatility 76.4% - 78.7% Average expected term (in years) 1.0 - 6.0 Risk-free interest rate 0.1% - 0.5% Expected dividend yield —% |
Summary of Stock option Activity | The following table provides a summary of the stock option activity under the 2020 Plan. The amounts include incentive units granted to both employees and non-employees (in thousands, unless otherwise noted): Number of Shares Weighted Average Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 — Granted 3,137,746 Cancelled (16,525) Outstanding at December 31, 2020 3,121,221 $ 25.45 9.4 $82,691 Vested and expected to vest at December 31, 2020 3,121,221 $ 25.45 9.4 $82,691 Exercisable at December 31, 2020 42,691 $ 22.07 9.3 $1,275 |
Summary of RSA Activity | The following table provides a summary of the RSA activity. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2019 — $ — Conversion of unvested profit interest award units into RSAs 1,160,277 $ 2.91 Vested (409,259) $ 2.70 Forfeited (8,607) $ 2.70 Outstanding at December 31, 2020 742,411 $ 3.03 |
Summary of RUS Activity | The following table provides a summary of the restricted stock unit ("RSU") activity under the 2020 Plan. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2019 — $ — Granted 1,145,875 $ 23.75 Vested (426,625) $ 23.75 Forfeited (44,493) $ 23.75 Outstanding at December 31, 2020 674,757 $ 23.75 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Terms | The following table presents the weighted average remaining lease term and weighted average discount rates related to our operating leases as of December 31, 2020: Weighted average remaining lease term (in years) 1.8 Weighted average discount rate 10.7% |
Schedule of Future Minimum Operating Lease Payments | Approximate annual future minimum operating lease payments as of December 31, 2020 are as follows (in thousands): Year Amount 2021 $ 1,052 2022 1,005 2023 187 Total minimum lease payments: 2,244 Less: imputed interest 245 Total operating lease liabilities 1,999 Less: current portion 902 Lease liability, net of current portion $ 1,097 The expected future minimum lease obligation are as follows (in thousands): Year-ending December 31, Payment Amount 2021 $ — 2022 1,458 2023 1,458 2024 1,459 2025 1,782 Thereafter 11,970 Total minimum lease payments: $ 18,127 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Pretax losses were generated by both domestic and foreign operations as follows (in thousands): Year ended December 31, 2020 2019 U.S. net loss before income taxes $ (112,827) $ (46,363) Foreign net loss before income taxes (5,277) — Net loss before income taxes $ (118,104) $ (46,363) |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the current and deferred income tax provision (benefit) for federal and state income taxes (in thousands): Year ended December 31, 2020 2019 Current tax provision: Federal $ — $ — State 16 15 Foreign 410 — Total current tax provision 426 15 Deferred tax provision: Federal — — State — — Foreign 18 — Total deferred tax provision 18 — Total provision for income taxes: $ 444 $ 15 |
Schedule of Effective Income Tax Rate Reconciliation | The following table is a reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total provision for income taxes (in thousands): Year ended December 31, 2020 2019 Expected tax at 21% $ (24,802) 21.0 % $ (9,730) 21.0 % State income tax, net of federal tax 273 (0.3) % (3,167) 6.8 % Limited liability company loss — — % 4 — % Non-deductible expenses — — % 164 (0.3) % Research credits (4,025) 3.4 % (1,424) 3.1 % Share-based compensation (1,718) 1.5 % — — % Other 146 (0.1) % (2) — % Section 162(m) limitations 2,956 (2.5) % — — % Change in valuation allowance 27,614 (23.4) % 14,170 (30.6) % Provision for income taxes $ 444 (0.4) % $ 15 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our net deferred tax asset or liability are as follows (in thousands): December 31, 2020 2019 Deferred tax assets Net operating loss $ 45,730 $ 25,053 Compensation 892 148 Share-based compensation 1,691 — ASC 842 lease liability 425 693 Accrued liabilities 632 1 Research credits 7,528 3,503 Total gross deferred tax assets 56,898 29,398 Valuation allowance (56,261) (28,647) Net deferred tax assets 637 751 Deferred tax liabilities Depreciable assets (145) (97) ASC 842 right of use asset (502) (654) In-process research and development (2,463) (2,463) Other (7) — Deferred tax liabilities (3,117) (3,214) Net deferred tax liabilities $ (2,480) $ (2,463) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reconciles the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 1,124 $ 741 Increase related to current year tax positions 661 383 Increase related to prior year tax positions 197 — Decrease related to prior year tax positions (50) — Gross unrecognized tax benefits at end of the year $ 1,932 $ 1,124 |
Net Loss Per Common Share_Cla_2
Net Loss Per Common Share/Class A Common Unit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Unit | Basic and diluted net loss per common share/Class A common unit were calculated as follows (in thousands except per share amounts): Year ended December 31, 2020 2019 Numerator: Net loss attributable to Zentalis $ (117,841) $ (45,663) Denominator: Weighted average number of common shares/Class A common units outstanding, basic and diluted 28,113 5,597 Net loss per common share $ (4.19) $ — Net loss per Class A common unit $ — $ (8.16) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Unit | The following common stock/Class A common unit equivalents have been excluded from the calculations of diluted net loss per common share/Class A common unit because their inclusion would be antidilutive (in thousands). Year ended December 31, 2020 2019 Preferred units, as if converted to Class A common units — 9,950 Incentive units—Class B common units — 2,671 Outstanding stock options 3,121 — Unvested RSAs 742 — Unvested RSUs 675 — 4,538 12,621 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results | Selected quarterly financial data is as follows: Three months ended 3/31/2020 6/30/2020 9/30/2020 12/31/2020 Operating Expenses Research and development $ 13,258 $ 17,452 $ 24,670 $ 29,521 General and administrative 3,141 $ 9,924 $ 10,097 10,724 Total operating expenses 16,399 27,376 34,767 40,245 Operating loss (16,399) (27,376) (34,767) (40,245) Other Income (Expense) Investment and other income (expense), net 164 $ 84 $ 120 315 Net loss before income taxes (16,235) (27,292) (34,647) (39,930) Income tax expense — — $ 18 426 Net loss (16,235) (27,292) (34,665) $ — (40,356) Net loss attributable to noncontrolling interests (109) (435) (110) (53) Net loss attributable to Zentalis $ (16,126) $ (26,857) $ (34,555) $ (40,303) Net loss per common share outstanding, basic and diluted $ (0.78) $ (0.91) $ (1.01) Net loss per Class A common unit outstanding, basic and diluted $ (2.88) Common shares/units used in computing net loss per share/Class A common unit, basic and diluted 5,601 34,353 37,959 39,936 Three months ended 3/31/2019 6/30/2019 9/30/2019 12/31/2019 Operating Expenses Research and development $ 7,089 $ 8,689 $ 10,739 $ 11,869 General and administrative 1,633 1,946 1,844 3,036 Total operating expenses 8,722 10,635 12,583 14,905 Operating loss (8,722) (10,635) (12,583) (14,905) Other Income (Expense) Investment and other income (expense), net 62 49 12 359 Net loss before income taxes (8,660) (10,586) (12,571) (14,546) Income tax expense 3 11 1 — Net loss (8,663) (10,597) (12,572) $ — (14,546) Net loss attributable to noncontrolling interests (320) (127) (228) (40) Net loss attributable to Zentalis $ (8,343) $ (10,470) $ (12,344) $ (14,506) Net loss per Class A common unit outstanding, basic and diluted $ (1.49) $ (1.87) $ (2.20) $ (2.59) Common units used in computing net loss per Class A common unit, basic and diluted 5,594 5,594 5,599 5,601 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Approximate annual future minimum operating lease payments as of December 31, 2020 are as follows (in thousands): Year Amount 2021 $ 1,052 2022 1,005 2023 187 Total minimum lease payments: 2,244 Less: imputed interest 245 Total operating lease liabilities 1,999 Less: current portion 902 Lease liability, net of current portion $ 1,097 The expected future minimum lease obligation are as follows (in thousands): Year-ending December 31, Payment Amount 2021 $ — 2022 1,458 2023 1,458 2024 1,459 2025 1,782 Thereafter 11,970 Total minimum lease payments: $ 18,127 |
Organization and Business (Deta
Organization and Business (Details) $ / shares in Units, $ in Thousands | Aug. 03, 2020USD ($)$ / sharesshares | May 19, 2020USD ($)executive | Apr. 07, 2020USD ($)$ / sharesshares | Apr. 02, 2020$ / sharesshares | Dec. 21, 2017 | Sep. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | |||||||||
Exchange ratio | 1 | ||||||||
Proceeds from issuance of common stock in initial public offering, net | $ 190,000 | $ 172,482 | $ 0 | ||||||
Issuance fees and expenses | 17,600 | ||||||||
Contributions from noncontrolling interest owners | $ 20,000 | $ 18,424 | |||||||
Zentera Stock Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Number of executives entering restricted stock agreement | executive | 2 | ||||||||
Unvested RSAs | Zentera Stock Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock vesting period (in years) | 4 years | ||||||||
Zentera Sublicenses | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership percentage | 60.20% | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | ||||||||
Proceeds from issuance of common stock in initial public offering, net | 190,000 | ||||||||
Issuance fees and expenses | $ 17,600 | ||||||||
Follow-On Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Gross proceeds from issuance of common stock | $ 166,000 | ||||||||
Expenses and Fees from the Issuance of Common Stock | $ 10,800 | ||||||||
Common Stock | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | ||||||||
Number of shares converted (in shares) | shares | 25,288,854 | ||||||||
Number of shares issued and sold (in shares) | shares | 10,557,000 | ||||||||
Common Stock | Underwriters | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | ||||||||
Number of shares issued and sold (in shares) | shares | 618,750 | 1,377,000 | |||||||
Common Stock | Follow-On Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Share price (in dollars per sharee) | $ / shares | $ 35 | ||||||||
Number of shares issued and sold (in shares) | shares | 4,743,750 | ||||||||
Unvested RSAs | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares converted (in shares) | shares | 1,160,277 | ||||||||
Series A Preferred Units | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance fees and expenses | $ 1,600 | $ 100 | $ 39 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 21, 2017 | |
Variable Interest Entity [Line Items] | |||
Restricted cash | $ 1,320,000 | $ 243,000 | |
Allowance for credit loss | $ 0 | $ 0 | |
Operating lease, liability, current, balance sheet location [Extensible List] | Accrued expenses | Accrued expenses | |
Operating lease, liability, noncurrent, balance sheet location [Extensible List] | Other long-term liabilities | Other long-term liabilities | |
Minimum | Equipment | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, useful life (years) | 3 years | ||
Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant and equipment, useful life (years) | 5 years | ||
Kalyra Pharmaceuticals, Inc. | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 25.00% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Kalyra Pharmaceuticals, Inc. $ in Millions | Dec. 21, 2017USD ($) |
Variable Interest Entity [Line Items] | |
Cash payments to acquire interest | $ 4.5 |
Ownership percentage | 25.00% |
Business Combinations - Assets
Business Combinations - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 54,951 | $ 67,246 | |
In-process research and development | 8,800 | 8,800 | |
Goodwill | 3,736 | 3,736 | |
Deferred tax liability | 2,480 | 2,463 | |
VIE, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 417 | 712 | |
Other current assets | 82 | 21 | |
In-process research and development | 8,800 | 8,800 | |
Goodwill | 3,736 | 3,736 | |
Other long-term assets | 0 | 14 | |
Accounts payable and accrued expenses | 83 | 391 | |
Deferred tax liability | 2,463 | 2,463 | |
Noncontrolling interests | $ 6,705 | $ 6,821 | $ 7,536 |
Business Combinations - Rollfor
Business Combinations - Rollforward of Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||
Net loss attributable to noncontrolling interests | $ (53) | $ (110) | $ (435) | $ (109) | $ (40) | $ (228) | $ (127) | $ (320) | $ (707) | $ (715) |
VIE, Primary Beneficiary | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||
Noncontrolling interest at beginning of period | $ 6,821 | $ 7,536 | 6,821 | 7,536 | ||||||
Net loss attributable to noncontrolling interests | (116) | (715) | ||||||||
Noncontrolling interest at end of period | $ 6,705 | $ 6,821 | $ 6,705 | $ 6,821 |
Fair Value Measurement - Compon
Fair Value Measurement - Components of Available-for-sale Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 283,518 | |
Gross Unrealized Gains | 51 | |
Gross Unrealized Losses | (15) | |
Debt securities, available-for-sale, fair value | 283,554 | $ 0 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 147,382 | |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (8) | |
Debt securities, available-for-sale, fair value | 147,388 | 0 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 23,576 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (6) | |
Debt securities, available-for-sale, fair value | 23,571 | 0 |
US government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 81,455 | |
Gross Unrealized Gains | 32 | |
Gross Unrealized Losses | (1) | |
Debt securities, available-for-sale, fair value | 81,486 | 0 |
US Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 31,105 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | 0 | |
Debt securities, available-for-sale, fair value | $ 31,109 | $ 0 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Thousands | Dec. 31, 2020USD ($)security |
Fair Value Disclosures [Abstract] | |
Number of available-for-sale securities in unrealized loss position | security | 17 |
Debt securities fair market value | $ 69,500 |
Fair value of available-for-sale securities in unrealized loss position | $ 15,000 |
Fair Value Measurement - Contra
Fair Value Measurement - Contractual Maturities of Available-for-sale Securities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Due within one year | $ 247,455 |
After one but within five years | 36,099 |
Amortized Cost | $ 283,554 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | $ 29,015 | $ 62,961 |
Marketable securities, available for sale | 283,554 | 0 |
Total fair value of assets | 312,569 | 62,961 |
Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 24,016 | 62,961 |
Marketable securities, available for sale | 31,109 | 0 |
Total fair value of assets | 55,125 | 62,961 |
Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 4,999 | 0 |
Marketable securities, available for sale | 252,445 | 0 |
Total fair value of assets | 257,444 | 0 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 147,388 | 0 |
Commercial paper | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 147,388 | 0 |
Corporate debt securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 23,571 | 0 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 23,571 | 0 |
US government agencies | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 81,486 | 0 |
US government agencies | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 0 | 0 |
US government agencies | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 81,486 | 0 |
US Treasury securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 31,109 | 0 |
US Treasury securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 31,109 | 0 |
US Treasury securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available for sale | 0 | 0 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 24,016 | 62,961 |
Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 24,016 | 62,961 |
Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 4,999 | 0 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | $ 4,999 | $ 0 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 1,021 | $ 150 |
Prepaid software licenses and maintenance | 563 | 238 |
Foreign R&D credit refund | 692 | 0 |
Prepaid research and development expenses | 5,963 | 2,985 |
Interest receivable | 478 | 0 |
Other prepaid expenses | 441 | 266 |
Total prepaid expenses and other current assets | 9,158 | 3,639 |
Less long-term portion | 2,976 | 2,134 |
Total prepaid expenses and other assets, current | $ 6,182 | $ 1,505 |
Property and Equipment, net - S
Property and Equipment, net - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,349 | $ 668 |
Accumulated depreciation and amortization | (250) | (167) |
Property and equipment, net | 1,099 | 501 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 529 | 243 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 424 | 401 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 49 | 24 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 347 | $ 0 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 160 | $ 111 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 11,947 | $ 5,465 |
Accrued employee expenses | 5,649 | 2,977 |
Accrued general and administrative expenses | 996 | 1,356 |
Lease liability | 902 | 781 |
Income taxes payable | 410 | 0 |
Other | 36 | 29 |
Total accrued expenses | $ 19,940 | $ 10,608 |
Convertible Preferred Units - N
Convertible Preferred Units - Narrative (Details) - USD ($) | May 19, 2020 | Apr. 07, 2020 | Feb. 29, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | Sep. 30, 2015 | Mar. 31, 2016 | Apr. 02, 2020 | Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||
Shares issued (in shares) | 9,950,154,000 | ||||||||||
Net proceeds from issuance of convertible preferred units | $ 14,228,000 | $ 81,876,000 | |||||||||
Issuance costs of financing | $ 17,600,000 | ||||||||||
Dividends declared (in dollars per share) | $ 0 | ||||||||||
Automatic conversion feature, minimum gross cash proceeds received in a public offering | $ 75,000,000 | ||||||||||
Series A Preferred Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred units issued (in shares) | 1,293,104 | ||||||||||
Par value per share (in dollars per share) | $ 11.60 | $ 11.60 | |||||||||
Shares issued (in shares) | 286,205 | 1,579,309,000 | |||||||||
Gross proceeds from issuance of convertible preferred units | $ 15,000,000 | $ 3,300,000 | |||||||||
Net proceeds from issuance of convertible preferred units | 14,900,000 | ||||||||||
Issuance costs of financing | $ 1,600,000 | $ 100,000 | $ 39,000 | ||||||||
Conversion price (in dollars per share) | $ 11.60 | ||||||||||
Liquidation preference (in dollars per share) | 11.60 | ||||||||||
Series B Preferred Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Par value per share (in dollars per share) | $ 12.43 | $ 12.43 | |||||||||
Shares issued (in shares) | 2,735,320 | 788,419 | 3,523,739,000 | ||||||||
Gross proceeds from issuance of convertible preferred units | $ 34,000,000 | $ 9,800,000 | |||||||||
Net proceeds from issuance of convertible preferred units | 32,100,000 | 9,500,000 | |||||||||
Issuance costs of financing | $ 1,900,000 | $ 300,000 | |||||||||
Conversion price (in dollars per share) | 12.43 | ||||||||||
Liquidation preference (in dollars per share) | 12.43 | ||||||||||
Series C Preferred Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Par value per share (in dollars per share) | $ 17.50 | $ 17.50 | 17.50 | $ 17.50 | |||||||
Shares issued (in shares) | 867,194 | 4,847,106 | 4,847,106,000 | ||||||||
Gross proceeds from issuance of convertible preferred units | $ 15,200,000 | $ 84,800,000 | |||||||||
Net proceeds from issuance of convertible preferred units | 14,200,000 | 81,900,000 | |||||||||
Issuance costs of financing | $ 1,000,000 | $ 2,900,000 | |||||||||
Conversion price (in dollars per share) | 17.50 | ||||||||||
Liquidation preference (in dollars per share) | $ 17.50 |
Convertible Preferred Units - S
Convertible Preferred Units - Schedule of Units Authorized, Issued, and Outstanding (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2016 |
Class of Stock [Line Items] | ||||||
Units authorized (in shares) | 10,817,348,000 | |||||
Shares issued (in shares) | 9,950,154,000 | |||||
Shares outstanding (in shares) | 9,950,154,000 | |||||
Liquidation Value | $ 146,944 | |||||
Carrying Value | $ 141,706 | |||||
Series A Preferred Units | ||||||
Class of Stock [Line Items] | ||||||
Units authorized (in shares) | 1,579,309,000 | |||||
Shares issued (in shares) | 1,579,309,000 | 286,205 | ||||
Shares outstanding (in shares) | 1,579,309,000 | |||||
Liquidation Value | $ 18,320 | |||||
Carrying Value | $ 18,226 | |||||
Series B Preferred Units | ||||||
Class of Stock [Line Items] | ||||||
Units authorized (in shares) | 3,523,739,000 | |||||
Shares issued (in shares) | 3,523,739,000 | 788,419 | 2,735,320 | |||
Shares outstanding (in shares) | 3,523,739,000 | |||||
Liquidation Value | $ 43,800 | |||||
Carrying Value | $ 41,604 | |||||
Series C Preferred Units | ||||||
Class of Stock [Line Items] | ||||||
Units authorized (in shares) | 5,714,300,000 | |||||
Shares issued (in shares) | 867,194 | 4,847,106,000 | 4,847,106 | |||
Shares outstanding (in shares) | 4,847,106,000 | |||||
Liquidation Value | $ 84,824 | |||||
Carrying Value | $ 81,876 |
Equity and Share-based Compen_3
Equity and Share-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 03, 2020USD ($)$ / sharesshares | May 19, 2020USD ($) | Apr. 07, 2020USD ($)$ / sharesshares | Apr. 02, 2020$ / sharesshares | Apr. 30, 2020shares | Dec. 31, 2017USD ($)shares | Sep. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Mar. 15, 2021shares | Sep. 30, 2019shares | Dec. 21, 2017shares |
Class of Stock [Line Items] | ||||||||||||||
Common stock issued (in shares) | 5,187,554 | 41,040,286 | ||||||||||||
Common stock outstanding (in shares) | 5,187,554 | 41,040,286 | ||||||||||||
Common stock subject to future vesting provisions (in shares) | 406,831 | |||||||||||||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Proceeds from issuance of common stock in initial public offering, net | $ | $ 190,000 | $ 172,482 | $ 0 | |||||||||||
Issuance fees and expenses | $ | 17,600 | |||||||||||||
Options, weighted average grant date fair value (dollars per share) | $ / shares | $ 16.79 | |||||||||||||
IPO | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | |||||||||||||
Proceeds from issuance of common stock in initial public offering, net | $ | 190,000 | |||||||||||||
Issuance fees and expenses | $ | $ 17,600 | |||||||||||||
Follow-On Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Expenses and Fees from the Issuance of Common Stock | $ | $ 10,800 | |||||||||||||
Gross proceeds from issuance of common stock | $ | $ 166,000 | |||||||||||||
2020 ESPP | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Employee Stock Purchase Program (ESPP), Number of shares available, initial term in calculation (shares) | 450,000 | |||||||||||||
Employee Stock Purchase Program (ESPP), Number of shares available, percentage term in calculation (percent) | 0.01 | |||||||||||||
Employee Stock Purchase Program (ESPP), Number of shares available, other term in calculation (shares) | 1,500,000 | |||||||||||||
Amended 2020 ESPP | Subsequent Event | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Employee Stock Purchase Plan (ESPP), shares in ESPP reserve | 2,000,000 | |||||||||||||
Series A Preferred Units | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred units authorized (in shares) | 1,638,000 | |||||||||||||
Issuance fees and expenses | $ | $ 1,600 | $ 100 | $ 39 | |||||||||||
Series B Preferred Units | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred units authorized (in shares) | 3,621,000 | |||||||||||||
Issuance fees and expenses | $ | $ 1,900 | $ 300 | ||||||||||||
Class A Common Units | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units, authorized (in shares) | 15,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Stock issued (in shares) | 0 | 7,093 | ||||||||||||
Common units subject to future vesting conditions (in shares) | 0 | 9,572 | ||||||||||||
Class B Common Units | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common units, authorized (in shares) | 872,620 | 3,458,522 | 3,458,522 | |||||||||||
Stock issued upon conversion of units (in shares) | 703,000 | |||||||||||||
Class B Common Units | The Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares authorized to be issued under plan (in shares) | 3,458,522 | |||||||||||||
Class B Common Units | The 2020 Plan | Maximum | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares authorized to be issued under plan (in shares) | 1,250,000 | |||||||||||||
Common Stock | Corporate Conversion | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued (in shares) | 0 | |||||||||||||
Common Stock | IPO | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued upon conversion of units (in shares) | 25,288,854 | |||||||||||||
Stock issued (in dollars per share) | $ / shares | $ 18 | |||||||||||||
Number of shares issued and sold (in shares) | 10,557,000 | |||||||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | |||||||||||||
Common Stock | Underwriters | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued and sold (in shares) | 618,750 | 1,377,000 | ||||||||||||
Share price (in dollars per sharee) | $ / shares | $ 18 | |||||||||||||
Common Stock | Follow-On Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares issued and sold (in shares) | 4,743,750 | |||||||||||||
Share price (in dollars per sharee) | $ / shares | $ 35 | |||||||||||||
Common Stock | The 2020 Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares authorized to be issued under plan (in shares) | 5,600,000 | |||||||||||||
Percent of common stock outstanding used as threshold to calculate shares available for issuance | 5.00% | |||||||||||||
Unvested RSAs | IPO | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Stock issued upon conversion of units (in shares) | 1,160,277 | |||||||||||||
Outstanding stock options | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Generally expected vesting term of the option contract (in years) | 10 years |
Equity and Share-based Compen_4
Equity and Share-based Compensation - Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 23,146 | $ 617 |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 7,296 | 339 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 15,850 | $ 278 |
Equity and Share-based Compen_5
Equity and Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 23,146 | $ 617 |
Profit interest award units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 329 | 617 |
Outstanding stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 6,925 | 0 |
RSAs and RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 15,892 | $ 0 |
Equity and Share-based Compen_6
Equity and Share-based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Outstanding stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, stock options | $ 45,501 |
Remaining Weighted-Average Recognition Period (years) | 3 years 6 months |
Unvested RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, other than options | $ 2,197 |
Remaining Weighted-Average Recognition Period (years) | 2 years 6 months |
Unvested RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, other than options | $ 13,078 |
Remaining Weighted-Average Recognition Period (years) | 1 year |
Equity and Share-based Compen_7
Equity and Share-based Compensation - Fair Value Assumptions for Profit Interest Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Members’ equity value (in thousands) | $ 308,582 | $ (80,106) | |
Profit Interest Awards | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Members’ equity value (in thousands) | 271,207 | 197,041 | |
Threshold amounts (in thousands) | $ 309,824 | $ 143,800 | |
Risk free rate (as a percent) | 1.50% | 1.50% | |
Volatility (as a percent) | 75.00% | 75.00% | |
Time to liquidity (in years) | 1 year 1 month 6 days | ||
Lack of marketability discount (as a percent) | 26.50% | ||
Grant date fair value (in dollars per share) | $ 3,060 | $ 3.06 | $ 2.73 |
Profit Interest Awards | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Time to liquidity (in years) | 1 year 1 month 6 days | ||
Lack of marketability discount (as a percent) | 18.80% | ||
Grant date fair value (in dollars per share) | $ 1,880 | ||
Profit Interest Awards | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Time to liquidity (in years) | 1 year 9 months 18 days | ||
Lack of marketability discount (as a percent) | 26.40% | ||
Grant date fair value (in dollars per share) | $ 3,060 |
Equity and Share-based Compen_8
Equity and Share-based Compensation - Summary of Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Stock Option Activity | |
Outstanding at December 31, 2019 (in shares) | 0 |
Options granted (in shares) | 3,137,746 |
Options cancelled (in shares) | (16,525) |
Outstanding at December 31, 2020 (in shares) | 3,121,221 |
Stock Options Weighted Average Exercise Price | |
Options outstanding, Weighted average exercise price per share - December 31, 2020 (in $ per share) | $ / shares | $ 25.45 |
Stock Option Activity, Additional Disclosures | |
Options outstanding, Weighted average remaining contractual term | 9 years 4 months 24 days |
Options outstanding, Aggregate intrinsic value (in USD) | $ | $ 82,691 |
Options vested and expected to vest, Number of options (in shares) | 3,121,221 |
Options vested and expected to vest, Weighted average exercise price per share (in $ per share) | $ / shares | $ 25.45 |
Options vested and expected to vest, Weighted average remaining contractual term | 9 years 4 months 24 days |
Options vested and expected to vest, Aggregate intrinsic value (in USD) | $ | $ 82,691 |
Options exercisable, Number of options (in shares) | 42,691 |
Options exercisable, Weighted average exercise price per share (in $ per share) | $ / shares | $ 22.07 |
Options exercisable, Weighted average remaining contractual term | 9 years 3 months 18 days |
Options exercisable, Aggregate intrinsic value (in USD) | $ | $ 1,275 |
Equity and Share-based Compen_9
Equity and Share-based Compensation - Fair Value Assumptions for Stock Options (Details) - Outstanding stock options | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0.00% |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility (as a percent) | 76.40% |
Average expected term (in years) | 1 year |
Risk free rate (as a percent) | 0.10% |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility (as a percent) | 78.70% |
Average expected term (in years) | 6 years |
Risk free rate (as a percent) | 0.50% |
Equity and Share-based Compe_10
Equity and Share-based Compensation - Equity instruments Other than Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Profit Interest Awards | |||
Activity | |||
Outstanding at the beginning of the period (in shares) | 2,670,668 | 1,612,311 | |
Granted (in shares) | 70,000 | 1,095,545 | |
Forfeited (in shares) | (2,740,668) | (37,188) | |
Outstanding at the end of the period (in shares) | 0 | 2,670,668 | 1,612,311 |
Weighted Average Grant Date Fair Value | |||
Outstanding, Weighted average grant date fair value beginning of the period (in dollars per share) | $ 2.04 | $ 1.56 | |
Granted, (in dollars per share) | 3,060 | 3.06 | $ 2.73 |
Forfeited (in dollars per share) | 2.07 | 1.62 | |
Outstanding, Weighted average grant date fair value end of the period (in dollars per share) | $ 0 | $ 2.04 | $ 1.56 |
Restricted Stock Awards (RSAs) | |||
Activity | |||
Outstanding at the beginning of the period (in shares) | 0 | ||
Conversion of unvested profit interest award units into RSAs (shares) | 1,160,277 | ||
Vested (shares) | (409,259) | ||
Forfeited (in shares) | (8,607) | ||
Outstanding at the end of the period (in shares) | 742,411 | 0 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Weighted average grant date fair value beginning of the period (in dollars per share) | $ 0 | ||
Conversion of unvested profit interest award units into RSAs (in dollars per share) | 2.91 | ||
Vested (in dollars per share) | 2.70 | ||
Forfeited (in dollars per share) | 2.70 | ||
Outstanding, Weighted average grant date fair value end of the period (in dollars per share) | $ 3.03 | $ 0 | |
Restricted Stock Units (RSUs) | |||
Activity | |||
Outstanding at the beginning of the period (in shares) | 0 | ||
Granted (in shares) | 1,145,875 | ||
Vested (shares) | (426,625) | ||
Forfeited (in shares) | (44,493) | ||
Outstanding at the end of the period (in shares) | 674,757 | 0 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Weighted average grant date fair value beginning of the period (in dollars per share) | $ 0 | ||
Granted, (in dollars per share) | 23.75 | ||
Vested (in dollars per share) | 23.75 | ||
Forfeited (in dollars per share) | 23.75 | ||
Outstanding, Weighted average grant date fair value end of the period (in dollars per share) | $ 23.75 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Summary of Operating Lease Terms (Details) | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term (in years) | 1 year 9 months 18 days |
Weighted average discount rate | 10.70% |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 1,052 | |
2022 | 1,005 | |
2023 | 187 | |
Total minimum lease payments: | 2,244 | |
Less: imputed interest | 245 | |
Total operating lease liabilities | 1,999 | |
Lease liability | 902 | $ 781 |
Lease liability, net of current portion | $ 1,097 |
Commitment and Contingencies _3
Commitment and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021ft² | Dec. 31, 2020USD ($)ft²option | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, rent expense | $ | $ 1.1 | $ 0.8 | |
Operating lease payments | $ | 1 | $ 0.7 | |
Total minimum lease payments on leases not yet commenced | $ | $ 85.6 | ||
San Diego | Building | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased space (in square feet) | 11,121 | ||
Potential annual increase to lease rent (percent) | 0.030 | ||
Area of subleased space (in square feet) | 2,333 | ||
Number of renewal options | option | 2 | ||
Operating lease, renewal term (in years) | 5 years | ||
New York | Building | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased space (in square feet) | 4,800 | ||
Potential annual increase to lease rent (percent) | 0.030 | ||
Forecast | San Diego | Building | |||
Lessee, Lease, Description [Line Items] | |||
Potential annual increase to lease rent (percent) | 0.030 | ||
Lease not yet commenced, area of leased space (in square feet) | 117,929 | ||
Forecast | San Diego | Temporary Leased Building | |||
Lessee, Lease, Description [Line Items] | |||
Lease not yet commenced, area of leased space (in square feet) | 13,251 |
Income Taxes - Net Loss before
Income Taxes - Net Loss before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. net loss before income taxes | $ (112,827) | $ (46,363) |
Foreign net loss before income taxes | (5,277) | 0 |
Net loss before income taxes | $ (118,104) | $ (46,363) |
Income Taxes - Provision_Benefi
Income Taxes - Provision/Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision: | ||||||||||
Federal | $ 0 | $ 0 | ||||||||
State | 16 | 15 | ||||||||
Foreign | 410 | 0 | ||||||||
Total current tax provision | 426 | 15 | ||||||||
Deferred tax provision: | ||||||||||
Federal | 0 | 0 | ||||||||
State | 0 | 0 | ||||||||
Foreign | 18 | 0 | ||||||||
Total deferred tax provision | 18 | 0 | ||||||||
Total provision for income taxes: | $ 426 | $ 18 | $ 0 | $ 0 | $ 0 | $ 1 | $ 11 | $ 3 | $ 444 | $ 15 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount | ||||||||||
Expected tax at 21% | $ (24,802) | $ (9,730) | ||||||||
State income tax, net of federal tax | 273 | (3,167) | ||||||||
Limited liability company loss | 0 | 4 | ||||||||
Non-deductible expenses | 0 | 164 | ||||||||
Research credits | (4,025) | (1,424) | ||||||||
Share-based compensation | (1,718) | 0 | ||||||||
Other | $ 146 | $ (2) | ||||||||
Section 162(m) limitations | (0.025) | 0 | ||||||||
Change in valuation allowance | $ 27,614 | $ 14,170 | ||||||||
Total provision for income taxes: | $ 426 | $ 18 | $ 0 | $ 0 | $ 0 | $ 1 | $ 11 | $ 3 | $ 444 | $ 15 |
Effective Income Tax Rate Reconciliation, Percent | ||||||||||
Expected tax at 21% | 21.00% | 21.00% | ||||||||
State income tax, net of federal tax | (0.30%) | 6.80% | ||||||||
Limited liability company loss | 0 | 0 | ||||||||
Non-deductible expenses | 0.00% | (0.30%) | ||||||||
Research credits | 3.40% | 3.10% | ||||||||
Share-based compensation | 1.50% | 0.00% | ||||||||
Section 162(m) limitations | $ 2,956 | $ 0 | ||||||||
Other | (0.10%) | 0.00% | ||||||||
Change in valuation allowance | (23.40%) | (30.60%) | ||||||||
Provision for income taxes | (0.40%) | 0.00% |
Income Taxes Net Deferred Tax A
Income Taxes Net Deferred Tax Asset or Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss | $ 45,730 | $ 25,053 |
Compensation | 892 | 148 |
Share-based compensation | 1,691 | 0 |
ASC 842 lease liability | 425 | 693 |
Accrued liabilities | 632 | 1 |
Research credits | 7,528 | 3,503 |
Total gross deferred tax assets | 56,898 | 29,398 |
Valuation allowance | (56,261) | (28,647) |
Net deferred tax assets | 637 | 751 |
Deferred tax liabilities | ||
Depreciable assets | (145) | (97) |
ASC 842 right of use asset | (502) | (654) |
In-process research and development | (2,463) | (2,463) |
Other | (7) | 0 |
Deferred tax liabilities | (3,117) | (3,214) |
Net deferred tax liabilities | $ (2,480) | $ (2,463) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 56,261,000 | $ 28,647,000 |
Unrecognized tax benefits that would not impact effective tax rate | 1,700,000 | |
Accrued interest and penalties associated with uncertain tax positions | 0 | 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 183,000,000 | |
Operating loss carryforwards, not subject to expiration | 162,000,000 | |
Deferred tax assets, tax credit carryforwards | 5,200,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 5,800,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 85,100,000 | |
Deferred tax assets, tax credit carryforwards | $ 2,300,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits at the beginning of the year | $ 1,124 | $ 741 |
Increase related to current year tax positions | 661 | 383 |
Decrease related to prior year tax positions | 197 | 0 |
Decrease related to prior year tax positions | (50) | 0 |
Gross unrecognized tax benefits at end of the year | $ 1,932 | $ 1,124 |
Net Loss Per Common Share_Cla_3
Net Loss Per Common Share/Class A Common Unit - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss attributable to Zentalis | $ (40,303) | $ (34,555) | $ (26,857) | $ (16,126) | $ (14,506) | $ (12,344) | $ (10,470) | $ (8,343) | $ (117,841) | $ (45,663) |
Denominator: | ||||||||||
Weighted average number of common shares/Class A common units outstanding, basic and diluted (in shares) | 39,936 | 37,959 | 34,353 | 5,601 | 28,113 | 5,597 | ||||
Common Stock | ||||||||||
Denominator: | ||||||||||
Net loss per common share/Class A common unit (USD per share) | $ (1.01) | $ (0.91) | $ (0.78) | $ (2.59) | $ (2.20) | $ (1.87) | $ (1.49) | $ (4.19) | $ 0 | |
Class A Common Units | ||||||||||
Denominator: | ||||||||||
Net loss per common share/Class A common unit (USD per share) | $ (2.88) | $ 5,601,000 | $ 5,599,000 | $ 5,594,000 | $ 5,594,000 | $ 0 | $ (8.16) |
Net Loss Per Common Share_Cla_4
Net Loss Per Common Share/Class A Common Unit - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 4,538 | 12,621 |
Preferred units, as if converted to Class A common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 0 | 9,950 |
Incentive units—Class B common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 0 | 2,671 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 3,121 | 0 |
Unvested RSAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 742 | 0 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 675 | 0 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2020 | Dec. 21, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Number of shares acquired (in shares) | 0 | |||
Capital Addition Purchase Commitments | ||||
Related Party Transaction [Line Items] | ||||
Equipment purchase and sale agreement | $ 400 | |||
Affiliated Entity | Master Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 0 | $ 5,000 | ||
Due to related parties | 0 | 17,000 | ||
Affiliated Entity | Intercompany Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 200 | 700 | ||
Due from related parties | $ 22,000 | $ 200 | ||
VIE, Primary Beneficiary | Kalyra Pharmaceuticals, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Share price (in dollars per share) | $ 0.26 | |||
Cash payments to acquire interest | $ 4,500 | |||
Agreement term (in years) | 15 years | |||
VIE, Primary Beneficiary | Series B Preferred Units | Kalyra Pharmaceuticals, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of shares acquired (in shares) | 17,307,692 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses | ||||||||||
Research and development | $ 29,521 | $ 24,670 | $ 17,452 | $ 13,258 | $ 11,869 | $ 10,739 | $ 8,689 | $ 7,089 | $ 84,901 | $ 38,386 |
General and administrative | 10,724 | 10,097 | 9,924 | 3,141 | 3,036 | 1,844 | 1,946 | 1,633 | 33,886 | 8,459 |
Total operating expenses | 40,245 | 34,767 | 27,376 | 16,399 | 14,905 | 12,583 | 10,635 | 8,722 | 118,787 | 46,845 |
Operating loss | (40,245) | (34,767) | (27,376) | (16,399) | (14,905) | (12,583) | (10,635) | (8,722) | (118,787) | (46,845) |
Other Income (Expense) | ||||||||||
Investment and other income (expense), net | 315 | 120 | 84 | 164 | 359 | 12 | 49 | 62 | 683 | 482 |
Net loss before income taxes | (39,930) | (34,647) | (27,292) | (16,235) | (14,546) | (12,571) | (10,586) | (8,660) | (118,104) | (46,363) |
Income tax expense | 426 | 18 | 0 | 0 | 0 | 1 | 11 | 3 | 444 | 15 |
Net loss | (40,356) | (34,665) | (27,292) | (16,235) | (14,546) | (12,572) | (10,597) | (8,663) | (118,548) | (46,378) |
Net loss attributable to noncontrolling interests | (53) | (110) | (435) | (109) | (40) | (228) | (127) | (320) | (707) | (715) |
Net loss attributable to Zentalis | $ (40,303) | $ (34,555) | $ (26,857) | $ (16,126) | $ (14,506) | $ (12,344) | $ (10,470) | $ (8,343) | $ (117,841) | $ (45,663) |
Common shares/units used in computing net loss per share/Class A common unit, basic and diluted (in shares) | 39,936 | 37,959 | 34,353 | 5,601 | 28,113 | 5,597 | ||||
Common Stock | ||||||||||
Other Income (Expense) | ||||||||||
Net loss per share/unit outstanding, basic and diluted (USD per share) | $ (1.01) | $ (0.91) | $ (0.78) | $ (2.59) | $ (2.20) | $ (1.87) | $ (1.49) | $ (4.19) | $ 0 | |
Class A Common Units | ||||||||||
Other Income (Expense) | ||||||||||
Net loss per share/unit outstanding, basic and diluted (USD per share) | $ (2.88) | $ 5,601,000 | $ 5,599,000 | $ 5,594,000 | $ 5,594,000 | $ 0 | $ (8.16) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | |
Mar. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Expected Operating Lease Obligation | ||
2021 | $ 1,052 | |
2022 | 1,005 | |
2023 | 187 | |
Total minimum lease payments: | $ 2,244 | |
Subsequent Event | Office Space, 120 Month Lease Term | ||
Subsequent Event [Line Items] | ||
Operating leases not yet commenced, term | 120 months | |
Operating lease not yet commenced, option to extend | five | |
New York | Building | Forecast | ||
Expected Operating Lease Obligation | ||
2021 | $ 0 | |
2022 | 1,458 | |
2023 | 1,458 | |
2024 | 1,459 | |
2025 | 1,782 | |
Thereafter | 11,970 | |
Total minimum lease payments: | $ 18,127 | |
New York | Building | Subsequent Event | Office Space, 120 Month Lease Term | ||
Subsequent Event [Line Items] | ||
Lease not yet commenced, area of leased space (in square feet) | ft² | 31,362 |
Uncategorized Items - zntl-2020
Label | Element | Value |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 243,000 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 1,320,000 |