Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 1359 Broadway | |
Entity Address, Address Line Two | Suite 1710 | |
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,$0.001 par value per share | |
Trading Symbol | ZNTL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 57,069,491 | |
Entity Central Index Key | 0001725160 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 42,551 | $ 59,714 |
Marketable securities, available-for-sale | 379,175 | 280,173 |
Prepaid expenses and other current assets | 12,164 | 10,640 |
Restricted cash | 0 | 243 |
Total current assets | 433,890 | 350,770 |
Property and equipment, net | 8,027 | 8,148 |
Operating lease right-of-use assets | 42,646 | 44,691 |
Prepaid expenses and other assets | 10,232 | 7,040 |
Goodwill | 3,736 | 3,736 |
Investment in Zentera Therapeutics | 28,035 | 37,495 |
Restricted cash | 2,627 | 2,627 |
Total assets | 529,193 | 454,507 |
Current liabilities | ||
Accounts payable | 9,820 | 11,590 |
Accrued expenses | 44,241 | 32,354 |
Total current liabilities | 54,061 | 43,944 |
Deferred tax liability | 1,225 | 1,622 |
Other long-term liabilities | 45,169 | 44,459 |
Total liabilities | 100,455 | 90,025 |
Commitments and contingencies | ||
EQUITY | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 250,000,000 shares authorized; 57,002,314 and 45,490,764 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 57 | 45 |
Additional paid-in capital | 972,111 | 723,593 |
Accumulated other comprehensive loss | (2,270) | (125) |
Accumulated deficit | (541,394) | (359,559) |
Total stockholders’ equity | 428,504 | 363,954 |
Noncontrolling interests | 234 | 528 |
Total equity | 428,738 | 364,482 |
Total liabilities and stockholders’ equity | $ 529,193 | $ 454,507 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock issued (in shares) | 57,002,314 | 45,490,764 |
Common stock outstanding (in shares) | 57,002,314 | 45,490,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Expenses | ||||
Research and development | $ 42,181 | $ 53,998 | $ 132,118 | $ 137,162 |
General and administrative | 12,012 | 8,872 | 43,415 | 31,187 |
Total operating expenses | 54,193 | 62,870 | 175,533 | 168,349 |
Operating loss | (54,193) | (62,870) | (175,533) | (168,349) |
Other Income (Expense) | ||||
Investment and other income, net | 1,905 | 99 | 2,755 | 313 |
Gain on deconsolidation of Zentera | 0 | 51,582 | 0 | 51,582 |
Net loss before income taxes | (52,288) | (11,189) | (172,778) | (116,454) |
Income tax expense (benefit) | (159) | (697) | (109) | (456) |
Loss on equity method investment | 2,371 | 0 | 9,460 | 0 |
Net loss | (54,500) | (10,492) | (182,129) | (115,998) |
Net loss attributable to noncontrolling interests | (99) | (6,301) | (294) | (7,332) |
Net loss attributable to Zentalis | $ (54,401) | $ (4,191) | $ (181,835) | $ (108,666) |
Net loss per common share outstanding, basic (in dollars per share) | $ (0.96) | $ (0.09) | $ (3.56) | $ (2.59) |
Net loss per common share outstanding, diluted (in dollars per share) | $ (0.96) | $ (0.09) | $ (3.56) | $ (2.59) |
Common shares used in computing net loss per share, basic (in shares) | 56,807,000 | 44,609,000 | 51,098,000 | 41,918,000 |
Common shares used in computing net loss per share, diluted (in shares) | 56,807,000 | 44,609,000 | 51,098,000 | 41,918,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (54,500) | $ (10,492) | $ (182,129) | $ (115,998) |
Other comprehensive income (loss): | ||||
Currency translation effects | 0 | (45) | 0 | 0 |
Unrealized gain (loss) on marketable securities | (491) | (17) | (2,145) | (4) |
Total comprehensive loss | (54,991) | (10,554) | (184,274) | (116,002) |
Comprehensive loss attributable to noncontrolling interests | (99) | (6,301) | (294) | (7,332) |
Comprehensive loss attributable to Zentalis | $ (54,892) | $ (4,253) | $ (183,980) | $ (108,670) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||||
Consolidated net loss | $ (54,500) | $ (10,492) | $ (182,129) | $ (115,998) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 375 | 137 | 1,067 | 335 |
IPR&D impairment | 0 | 8,800 | ||
Recognized tax gain on IPR&D impairment | 0 | (2,462) | ||
Gain on deconsolidation of Zentera, net of tax | 0 | (49,930) | ||
Share-based compensation | 37,228 | 27,266 | ||
(Loss)/gain on disposal of equipment | (68) | 15 | ||
Amortization of premiums on marketable securities, net | (1,249) | 712 | ||
Loss on equity method investment | 2,371 | 0 | 9,460 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 4 | 309 | ||
Prepaid expenses and other assets | (4,720) | 1,696 | ||
Accounts payable and accrued liabilities | 10,477 | 12,310 | ||
Operating lease right-of-use assets and liabilities, net | 3,508 | (125) | ||
Net cash used in operating activities | (126,422) | (117,072) | ||
Investing activities: | ||||
Purchases of marketable securities | (407,177) | (280,285) | ||
Proceeds from maturities of marketable securities | 307,279 | 237,139 | ||
Deconsolidation of Zentera cash | 0 | (14,320) | ||
Purchases of property and equipment | (2,388) | (3,916) | ||
Net cash used in investing activities | (102,286) | (61,382) | ||
Financing Activities: | ||||
Proceeds from issuance of common stock, net | 209,297 | 162,223 | ||
Proceeds from issuance of common stock under equity incentive plans | 2,005 | 4,031 | ||
Net cash provided by financing activities | 211,302 | 166,254 | ||
Net decrease in cash, cash equivalents and restricted cash | (17,406) | (12,200) | ||
Cash, cash equivalents and restricted cash at beginning of period | 62,584 | 56,271 | ||
Cash, cash equivalents and restricted cash at end of period | 45,178 | 44,071 | 45,178 | 44,071 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 42,551 | 40,807 | 42,551 | 40,807 |
Restricted cash | 2,627 | 3,264 | 2,627 | 3,264 |
Total cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statement of Cash Flows | $ 45,178 | $ 44,071 | $ 45,178 | $ 44,071 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 41,040,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 333,377 | $ 41 | $ 509,339 | $ 36 | $ (200,834) | $ 24,795 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 27,266 | 27,266 | ||||
Other comprehensive loss | (4) | (4) | ||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs (in shares) | 3,565,000 | |||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs | 162,223 | $ 4 | 162,219 | |||
Issuance of common stock in connection with restricted stock unit vesting (in shares) | 442,000 | |||||
Deconsolidation event | (16,899) | (16,899) | ||||
Issuance of common stock upon exercise of options, net (in shares) | 141,000 | |||||
Issuance of common stock upon exercise of options, net | 3,486 | 3,486 | ||||
Shares issued under employee stock purchase plan (in shares) | 15,000 | |||||
Shares issued under employee stock purchase plan | 545 | 545 | ||||
Cancellation of restricted stock awards (in shares) | (4,000) | |||||
Net loss attributable to non-controlling interest | (7,332) | (7,332) | ||||
Net loss attributable to Zentalis | (108,666) | (108,666) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 45,199,000 | |||||
Ending balance at Sep. 30, 2021 | 393,996 | $ 45 | 702,855 | 32 | (309,500) | 564 |
Beginning balance (in shares) at Dec. 31, 2020 | 41,040,000 | |||||
Beginning balance at Dec. 31, 2020 | 333,377 | $ 41 | 509,339 | 36 | (200,834) | 24,795 |
Ending balance (in shares) at Dec. 31, 2021 | 45,491,000 | |||||
Ending balance at Dec. 31, 2021 | 364,482 | $ 45 | 723,593 | (125) | (359,559) | 528 |
Beginning balance (in shares) at Jun. 30, 2021 | 41,315,000 | |||||
Beginning balance at Jun. 30, 2021 | 247,609 | $ 41 | 529,019 | 94 | (305,309) | 23,764 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 7,656 | 7,656 | ||||
Other comprehensive loss | (62) | (62) | ||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs (in shares) | 3,565,000 | |||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs | 162,223 | $ 4 | 162,219 | |||
Issuance of common stock in connection with restricted stock unit vesting (in shares) | 170,000 | |||||
Deconsolidation event | (16,899) | (16,899) | ||||
Issuance of common stock upon exercise of options, net (in shares) | 137,000 | |||||
Issuance of common stock upon exercise of options, net | 3,416 | 3,416 | ||||
Shares issued under employee stock purchase plan (in shares) | 15,000 | |||||
Shares issued under employee stock purchase plan | 545 | 545 | ||||
Cancellation of restricted stock awards (in shares) | (3,000) | |||||
Net loss attributable to non-controlling interest | (6,301) | (6,301) | ||||
Net loss attributable to Zentalis | (4,191) | (4,191) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 45,199,000 | |||||
Ending balance at Sep. 30, 2021 | 393,996 | $ 45 | 702,855 | 32 | (309,500) | 564 |
Beginning balance (in shares) at Dec. 31, 2021 | 45,491,000 | |||||
Beginning balance at Dec. 31, 2021 | 364,482 | $ 45 | 723,593 | (125) | (359,559) | 528 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 37,228 | 37,228 | ||||
Other comprehensive loss | (2,145) | (2,145) | ||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs (in shares) | 11,284,000 | |||||
Issuance of common stock in connection with an equity offering, net of underwriting discounts, commissions and offering costs | $ 209,297 | $ 11 | 209,286 | |||
Issuance of common stock in connection with restricted stock unit vesting (in shares) | 200,000 | 154,000 | ||||
Issuance of common stock in connection with restricted stock unit vesting | $ 1 | $ 1 | ||||
Issuance of common stock upon exercise of options, net (in shares) | 60,100 | 60,000 | ||||
Issuance of common stock upon exercise of options, net | $ 1,130 | 1,130 | ||||
Shares issued under employee stock purchase plan (in shares) | 30,000 | |||||
Shares issued under employee stock purchase plan | 874 | 874 | ||||
Cancellation of restricted stock awards (in shares) | (17,000) | |||||
Net loss attributable to non-controlling interest | (294) | (294) | ||||
Net loss attributable to Zentalis | (181,835) | (181,835) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 57,002,000 | |||||
Ending balance at Sep. 30, 2022 | 428,738 | $ 57 | 972,111 | (2,270) | (541,394) | 234 |
Beginning balance (in shares) at Jun. 30, 2022 | 56,967,000 | |||||
Beginning balance at Jun. 30, 2022 | 472,823 | $ 57 | 961,205 | (1,779) | (486,993) | 333 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expense | 10,317 | 10,317 | ||||
Other comprehensive loss | (491) | (491) | ||||
Issuance of common stock in connection with restricted stock unit vesting (in shares) | 5,000 | |||||
Issuance of common stock upon exercise of options, net (in shares) | 18,000 | |||||
Issuance of common stock upon exercise of options, net | 327 | 327 | ||||
Shares issued under employee stock purchase plan (in shares) | 14,000 | |||||
Shares issued under employee stock purchase plan | 262 | 262 | ||||
Cancellation of restricted stock awards (in shares) | (2,000) | |||||
Net loss attributable to non-controlling interest | (99) | (99) | ||||
Net loss attributable to Zentalis | (54,401) | (54,401) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 57,002,000 | |||||
Ending balance at Sep. 30, 2022 | $ 428,738 | $ 57 | $ 972,111 | $ (2,270) | $ (541,394) | $ 234 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Organization Zentalis Pharmaceuticals, Inc. (“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. All of the Company’s tangible assets are held in the United States. Liquidity |
Interim Unaudited Financial Sta
Interim Unaudited Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Unaudited Financial Statements | Interim Unaudited Financial Statements Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. The year-end condensed consolidated balance sheet data was derived from the Company’s audited financial statements but do not include all disclosures required by U.S. GAAP. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. Certain reclassifications have been made to the prior period condensed consolidated balance sheet to conform to the current period presentation. The accompanying interim unaudited condensed consolidated financial statements include our wholly-owned subsidiaries and variable interest entities (“VIEs”) for the periods in which we determined we were 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. 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 material financial or other support to our VIEs that we were not contractually required to provide. The equity method is used to account for investments in which we have the ability to exercise significant influence, but not control, over the investee. Such investments are recorded on the balance sheet, and the share of net income or losses of equity investments is recognized on a one quarter lag in investment and other income (expense), net. 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. Significant Accounting Policies During the nine months ended September 30, 2022, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Significant Transactions
Significant Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Significant Transactions | Significant Transactions Zentera Therapeutics In May 2020, we became a majority common shareholder of Zentera Therapeutics, Ltd., a Shanghai-based clinical-stage biopharmaceutical company focused on developing cancer therapeutics (“Zentera”), concurrent with its Series A convertible preferred stock offering. The financial position and results of operations of Zentera were included in our consolidated financial statements from the date of the initial investment as a result of our control of the entity and our determination that we were the primary beneficiary of Zentera. In July 2021, Zentera completed a Series B convertible preferred stock offering which diluted our investment to a position of less than majority owned. Upon review of the facts and circumstances, together with the authoritative accounting literature, we determined that while Zentera is a VIE, consolidation of Zentera is no longer appropriate. After the July 2021 Series B convertible preferred offering in which we did not participate, our review concluded that we ceased to be the primary beneficiary of Zentera as our equity ownership was reduced and changes were made to the corporate governance of Zentera. As a result, we no longer individually have the ability to direct the activities that most significantly impact Zentera's economic performance. Beginning in July 2021, the financial position and results of operations of Zentera were no longer included in our consolidated financial statements. During the period of deconsolidation we measured the fair value of our retained investment in Zentera using the backsolve method with consideration for a lack of marketability. An equity method investment of $28.0 million is recorded on our balance sheet at September 30, 2022. This amount represents our maximum exposure to loss as a result of our involvement with Zentera. A deferred tax liability of $5.9 million representing the tax impact of the unrealized gain on deconsolidation is recorded on our balance sheet at September 30, 2022. A gain of $51.6 million, measured as the difference between the fair value of our retained noncontrolling interest together with the carrying amount of the Zentera noncontrolling interest, and the carrying amount of Zentera’s assets and liabilities was recognized during the year ended December 31, 2021. The difference between the carrying amount of our investment in Zentera and our portion of the Zentera net assets was $5.0 million as of September 30, 2022. This difference is accounted for in our equity method investment analogous to in-process research and development. In May 2020, each of our subsidiaries Zeno Alpha, Inc., K-Group Alpha, Inc., Zeno Management Inc., and K-Group Beta, Inc. entered into a collaboration and royalty-bearing license agreement with Zentera, which we refer to as the “Zentera Sublicenses,” pursuant to which we collaborate with Zentera on the development and commercialization of ZN-c3 and ZN-d5, collectively referred to as the “Collaboration Products,” respectively, in the People’s Republic of China, Macau, Hong Kong and Taiwan, which is referred to as the “Zentera Collaboration Territory.” Under each Zentera Sublicense, Zentera will lead development, and upon regulatory approval, the commercialization, of the collaboration products in the Zentera Collaboration Territory. Under the terms of the Zentera Sublicenses, Zentera is responsible for the costs of developing the Collaboration Products in the Zentera Collaboration Territory, and we are responsible for the costs of developing the Collaboration Products outside the Zentera Collaboration Territory, provided that Zentera will reimburse us for a portion of the costs for global data management, pharmacovigilance, safety database management, and chemistry, manufacturing and controls activities with respect to each Collaboration Product. Prior to the deconsolidation of Zentera in July 2021, these costs were eliminated in consolidation. For the three and nine months ended September 30, 2022, the amounts incurred under this arrangement totaled $3.2 million and $8.3 million, respectively, and are presented as contra-research and development expense in the unaudited condensed consolidated statement of operations. A corresponding receivable is recorded within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet. We have not provided material financial or other support to Zentera during the periods ended September 30, 2022 and 2021 that was not previously contractually required. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Kalyra Pharmaceuticals, Inc. On December 21, 2017, we acquired $4.5 million of Kalyra Pharmaceuticals, Inc.’s (“Kalyra”) Series B Preferred Stock representing a 25% equity interest in Kalyra 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 VIE, 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 December 21, 2017, the Company 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 . T otal assets and liabilities of Kalyra as of September 30, 2022 and December 31, 2021 are immaterial. 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 condensed consolidated balance sheets. The following is a reconciliation of equity (net assets) attributable to the noncontrolling interest (in thousands): September 30, December 31, 2022 2021 Noncontrolling interest at beginning of period $ 528 $ 24,795 Net loss attributable to noncontrolling interest (294) (7,368) Deconsolidation of Zentera — (16,899) Noncontrolling interest at end of period $ 234 $ 528 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Available-for-sale marketable securities consisted of the following (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 263,151 $ 7 $ (927) $ 262,231 Corporate Debt Securities 7,481 — (75) 7,406 US Government Agencies 23,958 — (251) 23,707 US Treasury 86,852 — (1,021) 85,831 $ 381,442 $ 7 $ (2,274) $ 379,175 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 199,321 $ 11 $ (55) $ 199,277 Corporate Debt Securities 10,085 — (7) 10,078 US Government Agencies 20,032 1 — 20,033 US Treasury 50,860 — (75) 50,785 $ 280,298 $ 12 $ (137) $ 280,173 As of September 30, 2022, sixty-five of our available-for-sale debt securities with a fair market value of $369.4 million were in a gross unrealized loss position of $2.3 million. 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 September 30, 2022, 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): September 30, 2022 December 31, 2021 Estimated Fair Value Due within one year $ 379,175 $ 258,948 After one but within five years — 21,225 $ 379,175 $ 280,173 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): September 30, 2022 December 31, 2021 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 23,719 $ — $ 23,719 $ 43,653 $ — $ 43,653 Commercial paper 4,988 — 4,988 — — — Total cash equivalents: 28,707 — 28,707 43,653 — 43,653 Available-for-sale marketable securities: Commercial paper — 262,231 262,231 — 199,277 199,277 Corporate Debt Securities — 7,406 7,406 — 10,078 10,078 US Government Agencies — 23,707 23,707 — 20,033 20,033 US Treasury securities 85,831 — 85,831 50,785 — 50,785 Total available-for-sale marketable securities: 85,831 293,344 379,175 50,785 229,388 280,173 Total assets measured at fair value $ 114,538 $ 293,344 $ 407,882 $ 94,438 $ 229,388 $ 323,826 There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2022. We had no instruments that were classified within Level 3 as of September 30, 2022 or December 31, 2021. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 9 Months Ended |
Sep. 30, 2022 | |
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): September 30, December 31, 2022 2021 Prepaid insurance $ 1,678 $ 990 Prepaid software licenses and maintenance 608 403 Foreign R&D credit refund 570 1,808 Prepaid research and development expenses 15,598 11,204 Interest receivable 417 258 Zentera receivable 3,225 2,373 Other prepaid expenses 300 644 Total prepaid expenses and other assets 22,396 17,680 Less long-term portion 10,232 7,040 Total prepaid expenses and other assets, current $ 12,164 $ 10,640 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2022 2021 Lab equipment $ 2,622 $ 2,057 Leasehold improvements 4,891 4,515 Office equipment and furniture 2,065 2,123 Computer equipment 150 211 Construction in progress — 34 Subtotal 9,728 8,940 Accumulated depreciation and amortization (1,701) (792) Property and equipment, net $ 8,027 $ 8,148 Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued research and development expenses $ 29,813 $ 18,531 Accrued employee expenses 10,020 9,250 Accrued legal expenses 1,442 669 Accrued general and administrative expenses 411 1,480 Lease liability 2,207 1,453 Taxes payable 348 971 Total accrued expenses $ 44,241 $ 32,354 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Direct Offering of Common Stock On April 29, 2022, pursuant to our Registration Statement on Form S-3 (Registration No. 333-255769), filed with the SEC on May 4, 2021, we completed a direct offering of common stock to Pfizer Inc. (“Pfizer”). We issued and sold 953,834 shares of our common stock at an offering price of $26.21 per share. The total gross proceeds for the offering were approximately $25.0 million, before deducting offering expenses of $0.3 million payable by us. The parties have entered into an agreement to collaborate to advance the clinical development of ZN-c3, a selective Wee1 inhibitor designed to induce synthetic lethality in cancer cells. We did not grant Pfizer any economic ownership or control of ZN-c3 or the rest of our pipeline. $4.2 million of the gross offering proceeds received from Pfizer represented a premium in excess of the fair value of our common stock on the date of the investment. This amount has been recorded as accrued research and development expense on the unaudited condensed consolidated balance sheet and will be recognized as a reduction of research and development expense over the term of the collaboration agreement. Follow-on Offering of Common Stock On May 18, 2022, we completed a follow-on offering in which we issued and sold 10,330,000 shares of common stock at a public offering price of $19.38 per share. The total gross proceeds for the offering were approximately $200.2 million, before deducting offering expenses of $11.4 million payable by us. Share-based Compensation In April 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved the 2020 Incentive Award Plan (the “2020 Plan”), which allows for grants to selected employees, consultants and non-employee members of the Board of Directors. We currently grant stock options and restricted stock units (“RSUs”), under the 2020 Plan. 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. At September 30, 2022, 7,723,355 shares were subject to outstanding awards under the 2020 Plan and 840,642 shares were available for future grants of share-based awards under the 2020 Plan. In July 2022, the Company’s Board of Directors approved the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (the “2022 Inducement Plan”), which is used exclusively for the grant of equity awards to new employees as an inducement material to the employees’ entering into employment with the Company. The Board of Directors has initially reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to awards granted under the 2022 Inducement Plan. At September 30, 2022, 415,500 shares were subject to outstanding awards under the 2022 Inducement Plan and 1,084,500 shares were available for future grants of share-based awards under the 2022 Inducement Plan. Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development expense $ 4,526 $ 3,697 $ 14,723 $ 10,746 General and administrative expense 5,791 3,959 22,505 16,520 Total share-based compensation expense $ 10,317 $ 7,656 $ 37,228 $ 27,266 Total share-based compensation expense for the nine months ended September 30, 2021 includes approximately $138 thousand of share-based compensation expense for employees, consultants and directors of Zentera. Share-based compensation expense by type of share-based award (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock Options $ 8,999 $ 5,596 $ 29,301 $ 14,267 Employee Stock Purchase Plan 93 103 305 213 RSAs and RSUs 1,225 1,957 7,622 12,786 $ 10,317 $ 7,656 $ 37,228 $ 27,266 Stock Options and Restricted Stock Units The exercise price of stock options granted is equal to the closing price of the Company’s 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 nine months ended September 30, 2022 and September 30, 2021 was determined with the following assumptions: September 30, 2022 September 30, 2021 Expected volatility 73.6% - 80.5% 73.9% - 76.6% Average expected term (in years) 6.0 - 6.5 5.2 - 6.2 Risk-free interest rate 1.5% - 3.3% 0.5% - 1.1% Expected dividend yield — % — % Employee Stock Purchase Plan In April 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved the Zentalis Pharmaceuticals, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), which was subsequently amended and restated effective March 15, 2021. The maximum aggregate number of shares of the Company’s common stock available for issuance under the ESPP at September 30, 2022 was 1,955,387. Under the terms of the ESPP, the Company’s employees may elect to have up to 20% of their compensation, up to a maximum value of $25,000 per calendar year, withheld to purchase shares of the Company’s common stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of the Company’s common stock on (i) the first trading day of a six-month offering period, or (ii) the applicable purchase date, defined as the last trading day of the six-month offering period. The weighted average assumptions used to estimate the fair value of stock purchase rights under the ESPP during the period ended September 30, 2022 are as follows: Ended September 30, 2022 ESPP Volatility 73.3 % Expected term (years) 0.5 Risk free rate 1.1 % Expected dividend yield — Compensation Expense Summary 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): September 30, 2022 Unrecognized Remaining Stock options $ 103,419 3.14 RSAs 446 0.97 RSUs 11,489 2.93 ESPP $ — 0 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 settlement. 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 that require a loss liability to be recorded. Leases Our commitments include payments related to operating leases. Approximate annual future minimum operating lease payments as of September 30, 2022 are as follows (in thousands): Year Operating Leases 2022 (remaining) $ 1,116 2023 6,340 2024 6,486 2025 6,799 2026 7,278 Thereafter 46,229 Total minimum lease payments: 74,248 Less: imputed interest (29,079) Total operating lease liabilities 45,169 Less: current portion (2,207) Lease liability, net of current portion $ 42,962 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per common share were calculated as follows (in thousands except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to Zentalis $ (54,401) $ (4,191) $ (181,835) $ (108,666) Denominator: Weighted average number of common shares outstanding, basic and diluted 56,807 44,609 51,098 41,918 Net loss per common share $ (0.96) $ (0.09) $ (3.56) $ (2.59) Our potential and dilutive securities, which include outstanding stock options, unvested RSAs and unvested RSUs have been excluded from the computation of diluted net loss per common share as the effect would be anti-dilutive. The following common stock equivalents have been excluded from the calculations of diluted net loss per common share because their inclusion would be antidilutive (in thousands). September 30, 2022 2021 Outstanding stock options 7,671 4,055 Unvested RSAs 172 447 Unvested RSUs 468 364 8,311 4,866 |
Related Party Disclosures
Related Party Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Disclosures | Related Party Disclosures Tempus Kimberly Blackwell, M.D., our Chief Executive Officer and a member of our Board of Directors, was previously employed by Tempus Labs, Inc. ("Tempus") and now serves as an advisor of Tempus. The Company entered into a Master Services Agreement with Tempus in December 2020 to provide data licensing and research services. There were $0.3 million and $1.0 million fees incurred for services performed by Tempus for the nine months ended September 30, 2022 and 2021, respectively. Zentera Kevin D. Bunker, Ph.D., our Chief Scientific Officer, serves as a member of the Board of Directors of Zentera. Accordingly, the Company identifies Zentera as a related party. In May 2020, we entered into the Zentera Sublicenses, pursuant to which we collaborate with Zentera on the development and comm ercialization of the Collaboration Products in the Zentera Collaboration Territory. Under the terms of the Zentera Sublicenses, Zentera is responsible for the costs of developing the Collaboration Products in the Zentera Collaboration Territory, and we are responsible for the costs of developing the Collaboration Products outside the Zentera Collaboration Territory, provided that Zentera will reimburse us for a portion of its costs for global data management, pharmacovigilance, safety database management, and chemistry, manufacturing and controls activities with respect to each Collaboration Product. Prior to the deconsolidation of Zentera during July 2021, these costs were eliminated in consolidation. For the nine months ended September 30, 2022, the amounts incurred under this arrangement totaled $8.3 million, and are presented as contra-research and development expense in the consolidated statement of operations. During the nine months ended September 30, 2022 we divested an early stage asset to Zentera for $0.2 million. |
Interim Unaudited Financial S_2
Interim Unaudited Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. The year-end condensed consolidated balance sheet data was derived from the Company’s audited financial statements but do not include all disclosures required by U.S. GAAP. These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022. The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. Certain reclassifications have been made to the prior period condensed consolidated balance sheet to conform to the current period presentation. |
Consolidation | The accompanying interim unaudited condensed consolidated financial statements include our wholly-owned subsidiaries and variable interest entities (“VIEs”) for the periods in which we determined we were 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. 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 material financial or other support to our VIEs that we were not contractually required to provide. The equity method is used to account for investments in which we have the ability to exercise significant influence, but not control, over the investee. Such investments are recorded on the balance sheet, and the share of net income or losses of equity investments is recognized on a one quarter lag in investment and other income (expense), net. |
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. 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. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Reconciliation of Equity Attributable to Noncontrolling Interest | The following is a reconciliation of equity (net assets) attributable to the noncontrolling interest (in thousands): September 30, December 31, 2022 2021 Noncontrolling interest at beginning of period $ 528 $ 24,795 Net loss attributable to noncontrolling interest (294) (7,368) Deconsolidation of Zentera — (16,899) Noncontrolling interest at end of period $ 234 $ 528 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Components of Available-for-sale Marketable Securities | Available-for-sale marketable securities consisted of the following (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 263,151 $ 7 $ (927) $ 262,231 Corporate Debt Securities 7,481 — (75) 7,406 US Government Agencies 23,958 — (251) 23,707 US Treasury 86,852 — (1,021) 85,831 $ 381,442 $ 7 $ (2,274) $ 379,175 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper $ 199,321 $ 11 $ (55) $ 199,277 Corporate Debt Securities 10,085 — (7) 10,078 US Government Agencies 20,032 1 — 20,033 US Treasury 50,860 — (75) 50,785 $ 280,298 $ 12 $ (137) $ 280,173 |
Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities are as follows (in thousands): September 30, 2022 December 31, 2021 Estimated Fair Value Due within one year $ 379,175 $ 258,948 After one but within five years — 21,225 $ 379,175 $ 280,173 |
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): September 30, 2022 December 31, 2021 Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value Cash equivalents: Money market funds $ 23,719 $ — $ 23,719 $ 43,653 $ — $ 43,653 Commercial paper 4,988 — 4,988 — — — Total cash equivalents: 28,707 — 28,707 43,653 — 43,653 Available-for-sale marketable securities: Commercial paper — 262,231 262,231 — 199,277 199,277 Corporate Debt Securities — 7,406 7,406 — 10,078 10,078 US Government Agencies — 23,707 23,707 — 20,033 20,033 US Treasury securities 85,831 — 85,831 50,785 — 50,785 Total available-for-sale marketable securities: 85,831 293,344 379,175 50,785 229,388 280,173 Total assets measured at fair value $ 114,538 $ 293,344 $ 407,882 $ 94,438 $ 229,388 $ 323,826 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): September 30, December 31, 2022 2021 Prepaid insurance $ 1,678 $ 990 Prepaid software licenses and maintenance 608 403 Foreign R&D credit refund 570 1,808 Prepaid research and development expenses 15,598 11,204 Interest receivable 417 258 Zentera receivable 3,225 2,373 Other prepaid expenses 300 644 Total prepaid expenses and other assets 22,396 17,680 Less long-term portion 10,232 7,040 Total prepaid expenses and other assets, current $ 12,164 $ 10,640 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2022 2021 Lab equipment $ 2,622 $ 2,057 Leasehold improvements 4,891 4,515 Office equipment and furniture 2,065 2,123 Computer equipment 150 211 Construction in progress — 34 Subtotal 9,728 8,940 Accumulated depreciation and amortization (1,701) (792) Property and equipment, net $ 8,027 $ 8,148 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued research and development expenses $ 29,813 $ 18,531 Accrued employee expenses 10,020 9,250 Accrued legal expenses 1,442 669 Accrued general and administrative expenses 411 1,480 Lease liability 2,207 1,453 Taxes payable 348 971 Total accrued expenses $ 44,241 $ 32,354 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development expense $ 4,526 $ 3,697 $ 14,723 $ 10,746 General and administrative expense 5,791 3,959 22,505 16,520 Total share-based compensation expense $ 10,317 $ 7,656 $ 37,228 $ 27,266 Share-based compensation expense by type of share-based award (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock Options $ 8,999 $ 5,596 $ 29,301 $ 14,267 Employee Stock Purchase Plan 93 103 305 213 RSAs and RSUs 1,225 1,957 7,622 12,786 $ 10,317 $ 7,656 $ 37,228 $ 27,266 |
Schedule of Valuation Assumptions | The fair value of the stock options granted during the nine months ended September 30, 2022 and September 30, 2021 was determined with the following assumptions: September 30, 2022 September 30, 2021 Expected volatility 73.6% - 80.5% 73.9% - 76.6% Average expected term (in years) 6.0 - 6.5 5.2 - 6.2 Risk-free interest rate 1.5% - 3.3% 0.5% - 1.1% Expected dividend yield — % — % |
Schedule of Valuation Assumptions, ESPP | The weighted average assumptions used to estimate the fair value of stock purchase rights under the ESPP during the period ended September 30, 2022 are as follows: Ended September 30, 2022 ESPP Volatility 73.3 % Expected term (years) 0.5 Risk free rate 1.1 % Expected dividend yield — |
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): September 30, 2022 Unrecognized Remaining Stock options $ 103,419 3.14 RSAs 446 0.97 RSUs 11,489 2.93 ESPP $ — 0 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Approximate annual future minimum operating lease payments as of September 30, 2022 are as follows (in thousands): Year Operating Leases 2022 (remaining) $ 1,116 2023 6,340 2024 6,486 2025 6,799 2026 7,278 Thereafter 46,229 Total minimum lease payments: 74,248 Less: imputed interest (29,079) Total operating lease liabilities 45,169 Less: current portion (2,207) Lease liability, net of current portion $ 42,962 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Unit | Basic and diluted net loss per common share were calculated as follows (in thousands except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to Zentalis $ (54,401) $ (4,191) $ (181,835) $ (108,666) Denominator: Weighted average number of common shares outstanding, basic and diluted 56,807 44,609 51,098 41,918 Net loss per common share $ (0.96) $ (0.09) $ (3.56) $ (2.59) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Unit | The following common stock equivalents have been excluded from the calculations of diluted net loss per common share because their inclusion would be antidilutive (in thousands). September 30, 2022 2021 Outstanding stock options 7,671 4,055 Unvested RSAs 172 447 Unvested RSUs 468 364 8,311 4,866 |
Significant Transactions (Detai
Significant Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investment in Zentera Therapeutics | $ 28,035 | $ 28,035 | $ 37,495 | ||
Gain on deconsolidation of Zentera, net of tax | 0 | $ 51,582 | 0 | $ 51,582 | |
Zentera | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Deferred tax liability, deconsolidation of Zentera | 5,900 | 5,900 | |||
Gain on deconsolidation of Zentera, net of tax | $ 51,600 | ||||
In-process research and development | 5,000 | 5,000 | |||
Contra-research and development expense | $ 3,200 | $ 8,300 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Kalyra Pharmaceuticals, Inc. $ in Millions | Dec. 21, 2017 USD ($) |
Variable Interest Entity [Line Items] | |
Cash payments to acquire interest | $ 4.5 |
Ownership percentage | 25% |
Business Combinations - Reconci
Business Combinations - Reconciliation of Equity (Net Assets) Attributable to Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Noncontrolling interest at beginning of period | $ 528 | ||||
Net loss attributable to noncontrolling interests | $ (99) | $ (6,301) | (294) | $ (7,332) | |
Deconsolidation of Zentera | $ (16,899) | (16,899) | |||
Noncontrolling interest at end of period | 234 | 234 | $ 528 | ||
VIE, Primary Beneficiary | |||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Noncontrolling interest at beginning of period | 528 | $ 24,795 | 24,795 | ||
Net loss attributable to noncontrolling interests | (294) | (7,368) | |||
Deconsolidation of Zentera | 0 | (16,899) | |||
Noncontrolling interest at end of period | $ 234 | $ 234 | $ 528 |
Fair Value Measurement - Compon
Fair Value Measurement - Components of Available-for-sale Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 381,442 | $ 280,298 |
Gross Unrealized Gains | 7 | 12 |
Gross Unrealized Losses | (2,274) | (137) |
Estimated Fair Value | 379,175 | 280,173 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 263,151 | 199,321 |
Gross Unrealized Gains | 7 | 11 |
Gross Unrealized Losses | (927) | (55) |
Estimated Fair Value | 262,231 | 199,277 |
Corporate Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,481 | 10,085 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (75) | (7) |
Estimated Fair Value | 7,406 | 10,078 |
US Government Agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 23,958 | 20,032 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (251) | 0 |
Estimated Fair Value | 23,707 | 20,033 |
US Treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 86,852 | 50,860 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,021) | (75) |
Estimated Fair Value | $ 85,831 | $ 50,785 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Millions | Sep. 30, 2022 USD ($) security |
Fair Value Disclosures [Abstract] | |
Number of available-for-sale securities in unrealized loss position | security | 65 |
Debt securities fair market value | $ 369.4 |
Fair market value of available-for-sale securities in unrealized loss position | $ 2.3 |
Fair Value Measurement - Contra
Fair Value Measurement - Contractual Maturities of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 379,175 | $ 258,948 |
After one but within five years | 0 | 21,225 |
Total | $ 379,175 | $ 280,173 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | $ 28,707 | $ 43,653 |
Marketable securities, available-for-sale | 379,175 | 280,173 |
Total fair value of assets | 407,882 | 323,826 |
Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 28,707 | 43,653 |
Marketable securities, available-for-sale | 85,831 | 50,785 |
Total fair value of assets | 114,538 | 94,438 |
Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 0 | 0 |
Marketable securities, available-for-sale | 293,344 | 229,388 |
Total fair value of assets | 293,344 | 229,388 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available-for-sale | 262,231 | 199,277 |
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 | 262,231 | 199,277 |
Corporate Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available-for-sale | 7,406 | 10,078 |
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 | 7,406 | 10,078 |
US Government Agencies | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available-for-sale | 23,707 | 20,033 |
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 | 23,707 | 20,033 |
US Treasury securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available-for-sale | 85,831 | 50,785 |
US Treasury securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Marketable securities, available-for-sale | 85,831 | 50,785 |
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 | 23,719 | 43,653 |
Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 23,719 | 43,653 |
Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 0 | 0 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 4,988 | 0 |
Commercial paper | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | 4,988 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 1,678 | $ 990 |
Prepaid software licenses and maintenance | 608 | 403 |
Foreign R&D credit refund | 570 | 1,808 |
Prepaid research and development expenses | 15,598 | 11,204 |
Interest receivable | 417 | 258 |
Zentera receivable | 3,225 | 2,373 |
Other prepaid expenses | 300 | 644 |
Total prepaid expenses and other assets | 22,396 | 17,680 |
Less long-term portion | 10,232 | 7,040 |
Total prepaid expenses and other assets, current | $ 12,164 | $ 10,640 |
Property and Equipment, net - S
Property and Equipment, net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 9,728 | $ 8,940 |
Accumulated depreciation and amortization | (1,701) | (792) |
Property and equipment, net | 8,027 | 8,148 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 2,622 | 2,057 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 4,891 | 4,515 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 2,065 | 2,123 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 150 | 211 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 0 | $ 34 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 375 | $ 137 | $ 1,067 | $ 335 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 29,813 | $ 18,531 |
Accrued employee expenses | 10,020 | 9,250 |
Accrued legal expenses | 1,442 | 669 |
Accrued general and administrative expenses | 411 | 1,480 |
Lease liability | 2,207 | 1,453 |
Taxes payable | 348 | 971 |
Total accrued expenses | $ 44,241 | $ 32,354 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
May 18, 2022 | Apr. 29, 2022 | Apr. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Issuance of common stock upon exercise of options, net (in shares) | 60,100 | |||||
Shares issued upon vesting of certain RSAs (in shares) | 200,000 | |||||
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 4,200,000 | |||||
Stock Options | ||||||
Class of Stock [Line Items] | ||||||
Generally expected vesting term of the option contract (in years) | 10 years | |||||
Expected dividend yield | 0% | 0% | ||||
Options outstanding (in shares) | 7,700,000 | |||||
Employee Stock Purchase Plan | ||||||
Class of Stock [Line Items] | ||||||
Number of shares reserved for future issuance (in shares) | 1,955,387 | |||||
Expected dividend yield | 0% | |||||
ESPP maximum percent of compensation to contribute | 20% | |||||
Maximum contribution amount | $ 25,000 | |||||
ESPP purchase price of common stock, percent of market price | 85% | |||||
Offering period (in months) | 6 months | |||||
RSAs | ||||||
Class of Stock [Line Items] | ||||||
Non-Option equity instruments, outstanding (in shares) | 200,000 | |||||
RSUs | ||||||
Class of Stock [Line Items] | ||||||
Non-Option equity instruments, outstanding (in shares) | 500,000 | |||||
The 2020 Plan | ||||||
Class of Stock [Line Items] | ||||||
Non-Option equity instruments, outstanding (in shares) | 7,723,355 | |||||
Number of shares available for future grants (in shares) | 840,642 | |||||
2022 Inducement Plan | ||||||
Class of Stock [Line Items] | ||||||
Non-Option equity instruments, outstanding (in shares) | 415,500 | |||||
Number of shares available for future grants (in shares) | 1,084,500 | |||||
Number of shares reserved for future issuance (in shares) | 1,500,000 | |||||
Zentera Stock Plan | ||||||
Class of Stock [Line Items] | ||||||
Employee benefits and share-based compensation | $ 138,000 | |||||
Common Stock | Direct Offering | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued and sold (in shares) | 953,834 | |||||
Share price (in dollars per share) | $ 26.21 | |||||
Gross proceeds from issuance of common stock | $ 25,000,000 | |||||
Issuance fees and expenses | $ 300,000 | |||||
Common Stock | Follow-On Offering | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued and sold (in shares) | 10,330,000 | |||||
Share price (in dollars per share) | $ 19.38 | |||||
Gross proceeds from issuance of common stock | $ 200,200,000 | |||||
Issuance fees and expenses | $ 11,400,000 | |||||
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% | |||||
Common Class B | The 2020 Plan | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized to be issued under plan (in shares) | 1,250,000 |
Stockholders_ Equity - Share-ba
Stockholders’ Equity - Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 10,317 | $ 7,656 | $ 37,228 | $ 27,266 |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 4,526 | 3,697 | 14,723 | 10,746 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 5,791 | $ 3,959 | $ 22,505 | $ 16,520 |
Stockholders_ Equity - Share-_2
Stockholders’ Equity - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 10,317 | $ 7,656 | $ 37,228 | $ 27,266 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 8,999 | 5,596 | 29,301 | 14,267 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 93 | 103 | 305 | 213 |
RSAs and RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,225 | $ 1,957 | $ 7,622 | $ 12,786 |
Stockholders_ Equity - Fair Val
Stockholders’ Equity - Fair Value Assumptions for Stock Options (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility, minimum | 73.60% | 73.90% |
Expected volatility, maximum | 80.50% | 76.60% |
Risk-free interest rate, minimum | 1.50% | 0.50% |
Risk-free interest rate, maximum | 3.30% | 1.10% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Average expected term (in years) | 6 years | 5 years 2 months 12 days |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Average expected term (in years) | 6 years 6 months | 6 years 2 months 12 days |
Stockholders_ Equity - Fair V_2
Stockholders’ Equity - Fair Value Assumptions for ESPP (Details) - Employee Stock Purchase Plan | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 73.30% |
Expected term (years) | 6 months |
Risk free rate | 1.10% |
Expected dividend yield | 0% |
Stockholders_ Equity - Unrecogn
Stockholders’ Equity - Unrecognized Compensation Cost (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, stock options | $ 103,419 |
Remaining Weighted-Average Recognition Period (years) | 3 years 1 month 20 days |
RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, other than options | $ 446 |
Remaining Weighted-Average Recognition Period (years) | 11 months 19 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, other than options | $ 11,489 |
Remaining Weighted-Average Recognition Period (years) | 2 years 11 months 4 days |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense, other than options | $ 0 |
Remaining Weighted-Average Recognition Period (years) | 0 years |
Commitment and Contingencies -
Commitment and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (remaining) | $ 1,116 | |
2023 | 6,340 | |
2024 | 6,486 | |
2025 | 6,799 | |
2026 | 7,278 | |
Thereafter | 46,229 | |
Total minimum lease payments: | 74,248 | |
Less: imputed interest | (29,079) | |
Total operating lease liabilities | 45,169 | |
Less: current portion | (2,207) | $ (1,453) |
Lease liability, net of current portion | $ 42,962 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) | Sep. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease, weighted-average remaining lease term (in years) | 10 years |
Net Loss Per Common Share - Cal
Net Loss Per Common Share - Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to Zentalis | $ (54,401) | $ (4,191) | $ (181,835) | $ (108,666) |
Denominator: | ||||
Weighted average number of common shares outstanding, basic (in shares) | 56,807,000 | 44,609,000 | 51,098,000 | 41,918,000 |
Weighted average number of common shares outstanding, diluted (in shares) | 56,807,000 | 44,609,000 | 51,098,000 | 41,918,000 |
Net loss per common share, basic (in dollars per share) | $ (0.96) | $ (0.09) | $ (3.56) | $ (2.59) |
Net loss per common share, diluted (in dollars per share) | $ (0.96) | $ (0.09) | $ (3.56) | $ (2.59) |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Antidilutive Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 8,311 | 4,866 |
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) | 7,671 | 4,055 |
Unvested RSAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 172 | 447 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per unit (in shares) | 468 | 364 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Zentera | |||
Related Party Transaction [Line Items] | |||
Contra-research and development expense | $ 3.2 | $ 8.3 | |
Divestiture of early stage asset | 0.2 | ||
Affiliated Entity | Master Services Agreement | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0.3 | $ 0.3 | $ 1 |