Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38796 | |
Entity Registrant Name | GOSSAMER BIO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-5461709 | |
Entity Address, Address Line One | 3013 Science Park Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 684-1300 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | GOSS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 226,218,652 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001728117 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 38,863 | $ 32,109 |
Marketable securities | 205,531 | 264,316 |
Prepaid expenses and other current assets | 10,875 | 10,094 |
Total current assets | 255,269 | 306,519 |
Property and equipment, net | 1,074 | 1,648 |
Operating lease right-of-use assets | 2,404 | 3,131 |
Other assets | 613 | 618 |
Total assets | 259,360 | 311,916 |
Current liabilities | ||
Accounts payable | 2,660 | 5,526 |
Accrued research and development expenses | 8,929 | 7,779 |
Current portion of long-term debt | 9,589 | 11,613 |
Accrued expenses and other current liabilities | 14,641 | 26,680 |
Total current liabilities | 35,819 | 51,598 |
Long-term convertible senior notes | 196,819 | 196,591 |
Long-term debt | 0 | 814 |
Operating lease liabilities - long-term | 0 | 144 |
Total liabilities | 232,638 | 249,147 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 700,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 226,218,653 shares issued and outstanding as of March 31, 2024, and 225,409,315 shares issued and outstanding as of December 31, 2023 | 23 | 23 |
Additional paid-in capital | 1,281,295 | 1,275,136 |
Accumulated deficit | (1,253,968) | (1,212,040) |
Accumulated other comprehensive loss | (628) | (350) |
Total stockholders' equity | 26,722 | 62,769 |
Total liabilities and stockholders' equity | $ 259,360 | $ 311,916 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, issued (in shares) | 226,218,653 | 225,409,315 |
Common stock, outstanding (in shares) | 226,218,653 | 225,409,315 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 32,392 | $ 37,795 |
In process research and development | 0 | 15 |
General and administrative | 9,567 | 10,132 |
Total operating expenses | 41,959 | 47,942 |
Loss from operations | (41,959) | (47,942) |
Other income (expense) | ||
Interest income | 344 | 587 |
Interest expense | (3,129) | (3,500) |
Other income, net | 2,816 | 1,690 |
Total other income (expense), net | 31 | (1,223) |
Net loss | (41,928) | (49,165) |
Other comprehensive income (loss): | ||
Foreign currency translation | (119) | 23 |
Unrealized gain (loss) on marketable securities | (159) | 115 |
Other comprehensive income (loss) | (278) | 138 |
Comprehensive loss | $ (42,206) | $ (49,027) |
Net loss per share, basic (in dollars per share) | $ (0.19) | $ (0.52) |
Net loss per share, diluted (in dollars per share) | $ (0.19) | $ (0.52) |
Weighted average common shares outstanding, basic (in shares) | 225,735,236 | 94,870,293 |
Weighted average common shares outstanding, diluted (in shares) | 225,735,236 | 94,870,293 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Beginning balance (in shares) at Dec. 31, 2022 | 94,423,181 | ||||
Beginning balance at Dec. 31, 2022 | $ 12,077 | $ 10 | $ 1,044,864 | $ (1,032,223) | $ (574) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 8,127 | 8,127 | |||
Vesting of restricted stock (in shares) | 55,225 | ||||
Issuance of common stock pursuant to Employee Stock Purchase Plan (in shares) | 249,623 | ||||
Issuance of common stock pursuant to Employee Stock Purchase Plan | 367 | 367 | |||
Issuance of common stock for restricted stock units vested (in shares) | 716,067 | ||||
Net loss | (49,165) | (49,165) | |||
Other comprehensive (loss) income | 138 | 138 | |||
Ending balance (in shares) at Mar. 31, 2023 | 95,444,096 | ||||
Ending balance at Mar. 31, 2023 | $ (28,456) | $ 10 | 1,053,358 | (1,081,388) | (436) |
Beginning balance (in shares) at Dec. 31, 2023 | 225,409,315 | 225,409,315 | |||
Beginning balance at Dec. 31, 2023 | $ 62,769 | $ 23 | 1,275,136 | (1,212,040) | (350) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 5,811 | 5,811 | |||
Issuance of common stock pursuant to Employee Stock Purchase Plan (in shares) | 390,246 | ||||
Issuance of common stock pursuant to Employee Stock Purchase Plan | 348 | 348 | |||
Issuance of common stock for restricted stock units vested (in shares) | 419,092 | ||||
Net loss | (41,928) | (41,928) | |||
Other comprehensive (loss) income | $ (278) | (278) | |||
Ending balance (in shares) at Mar. 31, 2024 | 226,218,653 | 226,218,653 | |||
Ending balance at Mar. 31, 2024 | $ 26,722 | $ 23 | $ 1,281,295 | $ (1,253,968) | $ (628) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (41,928) | $ (49,165) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 259 | 465 |
Stock-based compensation expense | 5,811 | 8,127 |
In process research and development expenses | 0 | 15 |
Amortization of operating lease right-of-use assets | 727 | 675 |
Amortization of long-term debt discount and issuance costs | 293 | 352 |
Amortization of premium on marketable securities, net of accretion of discounts | (3,047) | (1,531) |
Loss on disposal of property and equipment | 316 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (781) | (2,355) |
Other assets | 5 | (63) |
Operating lease liabilities | (801) | (723) |
Accounts payable | (2,924) | 1,223 |
Accrued expenses and other current liabilities | (9,273) | (273) |
Accrued research and development expenses | 1,150 | (4,103) |
Accrued compensation and benefits | (4,578) | (8,117) |
Accrued interest expense | 2,469 | 2,484 |
Net cash used in operating activities | (52,302) | (52,989) |
Cash flows from investing activities | ||
Research and development asset acquisitions, net of cash acquired | 0 | (15) |
Purchase of marketable securities | (86,127) | (76,863) |
Maturities of marketable securities | 147,800 | 85,600 |
Net cash provided by investing activities | 61,673 | 8,722 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan | 348 | 367 |
Principal repayments of long-term debt | (2,903) | (2,903) |
Net cash used in financing activities | (2,555) | (2,536) |
Effect of exchange rate changes on cash and cash equivalents | (62) | 72 |
Net increase (decrease) in cash and cash equivalents | 6,754 | (46,731) |
Cash and cash equivalents, at the beginning of the period | 32,109 | 111,973 |
Cash, cash equivalents and restricted cash, at the end of the period | 38,863 | 65,242 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 367 | 663 |
Supplemental disclosure of noncash investing and financing activities: | ||
Change in unrealized gain (loss) on marketable securities, net | $ (159) | $ 115 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Gossamer Bio, Inc. (including its subsidiaries, referred to as "we," "us," "our,", or the “Company”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension, or PAH, and pulmonary hypertension associated with interstitial lung disease, or PH-ILD. The Company was incorporated in the state of Delaware on October 25, 2015 (originally as FSG Bio, Inc.) and is based in San Diego, California. The unaudited condensed consolidated financial statements include the accounts of Gossamer Bio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. Liquidity and Capital Resources The Company has incurred significant operating losses since its inception. As of March 31, 2024, the Company had an accumulated deficit of $1,254.0 million. From the Company’s inception through March 31, 2024, the Company has funded its operations primarily through equity and debt financings. The Company raised $1,263.2 million from October 2017 through March 31, 2024 through the sale of Series A and Series B convertible preferred stock, issuance of convertible notes, its initial public offering ("IPO"), the Credit Facility and 2027 Notes (as defined in Note 5 below), issuance of common stock in May 2020 and July 2022 and issuance of common stock and accompanying warrants in July 2023 (see Note 7). On July 24, 2023, the Company completed a private placement of 129,869,440 shares of the Company’s common stock and accompanying warrants to purchase up to 32,467,360 shares of the Company's common stock at a combined purchase price of $1.63125 per share and accompanying warrant, or with respect to any purchaser that was an officer, director, employee or consultant of the Company $1.85125 per share and accompanying warrant. Each warrant will have an exercise price per share of $2.04, will be immediately exercisable on the date of issuance and will expire five years from the closing of the private placement. The aggregate gross proceeds for the private placement were $212.1 million, before deducting offering expenses, which equaled approximately $10.7 million. The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will need to raise additional capital through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. Management believes that it has sufficient working capital on hand to fund operations through at least the next 12 months from the date these unaudited condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2024. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2023, has been derived from the audited consolidated financial statements at that date. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to accrued research and development expenses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company uses the if-converted method for assumed conversion of the 2027 Notes to compute the weighted average shares of common stock outstanding for diluted net loss per share. Diluted net loss per share excludes the potential impact of the Company’s common stock options, warrants for the purchase of common stock, unvested shares of restricted stock and the potential shares issuable upon conversion of the 2027 Notes because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: As of March 31, 2024 2023 2027 Notes 12,321,900 12,321,900 Shares issuable upon exercise of stock options 34,855,553 21,681,917 Shares issuable upon exercise of warrants 32,467,360 — Non-vested shares under restricted stock grants 8,606 544,336 Total potentially dilutive securities 79,653,419 34,548,153 |
Balance Sheet Accounts and Supp
Balance Sheet Accounts and Supplemental Disclosures | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheets Accounts And Supplemental Disclosures [Abstract] | |
Balance Sheet Accounts and Supplemental Disclosures | Balance Sheet Accounts and Supplemental Disclosures Property and Equipment Property and equipment, net consisted of the following (in thousands): Estimated March 31, December 31, Office equipment 3-7 $ 1,097 $ 1,097 Computer equipment 5 123 123 Software 3 52 52 Lab equipment 2-5 2,664 3,246 Leasehold improvements 6-7 2,562 2,562 Construction in process N/A — — Total property and equipment 6,498 7,080 Less: accumulated depreciation (5,424) (5,432) Property and equipment, net $ 1,074 $ 1,648 For the three months ended March 31, 2024 and 2023, the Company recorded approximately $0.3 million and $0.5 million, respectively, in depreciation expense, which is included in general and administrative expense and research and development expense on the condensed consolidated statements of operations and comprehensive loss. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, December 31, Accrued compensation and benefits $ 5,716 $ 10,294 Operating lease liabilities 2,645 3,302 Accrued consulting fees 723 643 Accrued interest 3,437 968 Accrued legal fees 639 385 Accrued accounting fees 246 234 Accrued in process research and development — 10,000 Accrued other 1,235 854 Total accrued expenses and other current liabilities $ 14,641 $ 26,680 |
Fair Value Measurements and Ava
Fair Value Measurements and Available for Sale Investments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements And Available For Sale Investments [Abstract] | |
Fair Value Measurements and Available for Sale Investments | Fair Value Measurements and Available for Sale Investments Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company classifies its cash equivalents and available-for-sale investments within Level 1 or Level 2. The fair value of the Company’s investment grade corporate debt securities and commercial paper 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, bids, and offers. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the hierarchy for assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Significant Significant As of March 31, 2024 Money market funds $ 20,804 $ 20,804 $ — $ — U.S. Treasury and agency securities 57,009 57,009 — — Commercial paper 152,137 — 152,137 — Corporate debt securities 8,361 — 8,361 — As of December 31, 2023 Money market funds $ 25,222 $ 25,222 $ — $ — U.S. Treasury and agency securities 92,309 92,309 — — Commercial paper 168,534 — 168,534 — Corporate debt securities 3,473 — 3,473 — The Company did not reclassify any investments between levels in the fair value hierarchy during the periods presented. Fair Value of Other Financial Instruments As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s financial instruments, which include cash, prepaid and other current assets, interest receivable, accrued research and development expenses, accounts payable and accrued expenses and other current liabilities, approximate fair values because of their short-term maturities. The Company believes that its Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value of the Credit Facility approximates fair value. The Company estimates the fair value of long-term debt utilizing an income approach. The Company uses a present value calculation to discount principal and interest payments and the final maturity payment on these liabilities using a discounted cash flow model based on observable inputs. The debt instrument is then discounted based on what the current market rates would be as of the reporting date. Based on the assumptions used to value these liabilities at fair value, the debt instrument is categorized as Level 2 in the fair value hierarchy. As of March 31, 2024 and December 31, 2023, the fair value of the Company’s 2027 Notes was $81.5 million and $74.9 million, respectively. The fair value was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy (see Note 5). Available for Sale Investments The Company invests its excess cash in U.S. Treasury and agency securities, corporate debt securities, and commercial paper, which are classified as available-for-sale investments. These investments are carried at fair value and are included in the tables below. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded in other income, net in the Company's condensed consolidated statement of operations and comprehensive loss. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recover of their amortized cost basis. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in marketable securities and long-term investments as of March 31, 2024 and December 31, 2023 are as follows (in thousands): Amortized Gross Gross Total As of March 31, 2024 U.S. Treasury and agency securities $ 57,018 $ 2 $ (11) $ 57,009 Corporate debt securities 8,364 — (3) 8,361 Commercial paper 140,240 9 (88) 140,161 Total marketable securities $ 205,622 $ 11 $ (102) $ 205,531 Number of securities with unrealized losses 19 As of December 31, 2023 U.S. Treasury and agency securities $ 92,294 $ 20 $ (5) $ 92,309 Corporate debt securities 3,467 6 — 3,473 Commercial paper 168,488 76 (30) 168,534 Total marketable securities $ 264,249 $ 102 $ (35) $ 264,316 Number of securities with unrealized losses 12 As of March 31, 2024 and December 31, 2023, the Company classified $32.8 million and $25.2 million, respectively, of assets with original maturities of 90 days or less as cash and cash equivalents. At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Factors considered when evaluating available-for-sale investments for impairment include the severity of the impairment, changes in underlying credit ratings, the financial condition of the issuer, the probability that the scheduled cash payments will continue to be made and the Company’s intent and ability to hold the investment until recovery of the amortized cost basis. The Company intends and has the ability to hold its investments in unrealized loss positions until their amortized cost basis has been recovered. As of March 31, 2024 and December 31, 2023, there were no material declines in the market value of the Company’s available-for-sale investments due to credit-related factors. Contractual maturities of available-for-sale debt securities, as of March 31, 2024, were as follows (in thousands): Estimated Less than one year $ 205,531 Greater than one year — Total $ 205,531 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Credit Facility On May 2, 2019, the Company entered into a credit, guaranty and security agreement, as amended on September 18, 2019, July 2, 2020, December 7, 2022 and February 14, 2023 (the “Credit Facility”), with MidCap Financial Trust (“MidCap”), as agent and lender, and the additional lenders party thereto from time to time (together with MidCap, the “Lenders”), pursuant to which the Lenders, agreed to make term loans available to the Company for working capital and general business purposes, in a principal amount of up to $150.0 million in term loan commitments, including a $30.0 million term loan that was funded at the closing date, with the ability to access the remaining $120.0 million in two additional tranches (each $60.0 million), subject to specified availability periods, the achievement of certain clinical development milestones, minimum cash requirements and other customary conditions. The Company did not achieve the clinical development milestone required to access one of the $60.0 million tranches, and access to the other $60.0 million tranche expired on December 31, 2022. The Company, GB001, Inc., GB002, Inc., and GB004, Inc., each wholly-owned subsidiaries of the Company, are designated as co-borrowers to the Credit Facility, whereas GB003, Inc., GB005, Inc., GB007, Inc., GB008, Inc. and Gossamer Bio Services, Inc., each wholly-owned subsidiaries of the Company, are designated as guarantors. The Credit Facility is secured by substantially all of the Company’s and its domestic subsidiaries’ personal property, including intellectual property. On May 3, 2024, the Credit Facility was terminated, the payment and other obligations of the Company under the Credit Facility were paid in full and discharged, and Lenders’ security interests in the Company’s assets and property were released. Each term loan under the Credit Facility bears interest at an annual rate equal to the sum of (i) the secured overnight financing rate ("SOFR"), plus corresponding spread, plus (ii) 7.00%, subject to a SOFR floor of 2.00%. The borrower is required to make interest-only payments on the term loan for all payment dates prior to July 1, 2022. The term loans under the Credit Facility began amortizing on July 1, 2022, with equal monthly payments of principal plus interest being made by the Company to the Lenders in consecutive monthly installments following such interest-only period until the Credit Facility matures on January 1, 2025. Upon final repayment of the term loans, the borrower must pay an exit fee of 1.75% of the amount borrowed under the Credit Facility, less any partial exit fees previously paid. Upon partial prepayment of a portion of the term loans, the borrower must pay a partial exit fee of 1.75% of the principal being prepaid. At the borrower’s option, the borrower may prepay the outstanding principal balance of the term loan in whole or in part, subject to a prepayment fee of 3.00% of any amount prepaid if the prepayment occurs through and including the first anniversary of the second amendment effective date, 2.00% of the amount prepaid if the prepayment occurs after the first anniversary of the second amendment effective date through and including the second anniversary of the second amendment effective date, and 1.00% of any amount prepaid after the second anniversary of the second amendment effective date and prior to January 1, 2025. The Credit Facility includes affirmative and negative covenants applicable to the Company and certain of its subsidiaries. The affirmative covenants include, among others, covenants requiring such entities to maintain their legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage, maintain property, pay taxes, satisfy certain requirements regarding accounts and comply with laws and regulations. The negative covenants include, among others, restrictions on such entities from transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, amending material agreements and organizational documents, selling assets and suffering a change in control, in each case subject to certain exceptions. The Company and certain of its subsidiaries are also subject to an ongoing minimum cash financial covenant in which they must maintain unrestricted cash in an amount not less than 25% of the outstanding principal amount of the term loans. As of March 31, 2024, the Company was in compliance with these covenants. The Credit Facility also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 3.00% and would provide MidCap, as agent, with the right to exercise remedies against the Company and/or certain of its subsidiaries, and the collateral securing the Credit Facility, including foreclosure against the properties securing the credit facilities, including cash. These events of default include, among other things, failure to pay any amounts due under the Credit Facility, a breach of covenants under the Credit Facility, insolvency or the occurrence of insolvency events, the occurrence of a change in control, the occurrence of certain U.S. Food and Drug Administration (“FDA”) and regulatory events, failure to remain registered with the SEC and listed for trading on Nasdaq, the occurrence of a material adverse change, the occurrence of a default under a material agreement reasonably expected to result in a material adverse change, the occurrence of certain defaults under certain other indebtedness in an amount greater than $2.5 million and the occurrence of certain defaults under subordinated indebtedness and convertible indebtedness. Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Debt, current portion $ 9,677 $ 11,613 Debt, non-current portion — 968 Total debt 9,677 12,581 Less: unamortized debt discount and issuance costs (88) (154) Debt, net $ 9,589 $ 12,427 The scheduled future minimum principal payments are as follows (in thousands): March 31, 2024 2024 (remaining 9 months) $ 8,709 2025 968 Total $ 9,677 5.00% Convertible Senior Notes due 2027 On May 21, 2020, the Company issued $200.0 million aggregate principal amount of 5.00% convertible senior notes due 2027 in a public offering (the "2027 Notes"). The 2027 Notes were registered pursuant to the Company’s shelf registration statement on Form S-3 filed with the SEC on April 10, 2020. The interest rate on the 2027 Notes is fixed at 5.00% per annum. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes will mature on June 1, 2027. The net proceeds from the offering, after deducting the underwriting discounts and commissions and other offering costs, were approximately $193.6 million. The 2027 Notes may be settled in cash, shares of the Company’s common stock, or a combination thereof, solely at the Company’s election. The initial conversion rate of the 2027 Notes is 61.6095 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $16.23 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event during the related redemption period in certain circumstances. The 2027 Notes are senior unsecured obligations of the Company, ranking senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2027 Notes, and are effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including all indebtedness under the Credit Facility. Holders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, March 1, 2027 until the close of business on the scheduled trading day immediately before the maturity date. The Company will not have the right to redeem the 2027 Notes prior to June 6, 2024. On or after June 6, 2024 and on or before the 50th scheduled trading day immediately before the maturity date, the Company may redeem the 2027 Notes, in whole or in part, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In the case of any optional redemption, the Company will redeem the 2027 Notes at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a fundamental change prior to the maturity date of the 2027 Notes, holders of the 2027 Notes may require the Company to repurchase for cash all or part of their 2027 Notes at a repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The indenture governing the 2027 Notes provides for customary terms and covenants, including that upon certain events of default, either the trustee or the holders of not less than 25% in aggregate principal amount of the 2027 Notes then outstanding may declare the unpaid principal amount of the 2027 Notes and accrued and unpaid interest, if any, thereon immediately due and payable. As of March 31, 2024, the Company was in compliance with these covenants. In the case of certain events of bankruptcy, insolvency or reorganization, the principal amount of the 2027 Notes together with accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable. As of March 31, 2024, there were no events or market conditions that would allow holders to convert the 2027 Notes. When the 2027 Notes become convertible within 12 months of the balance sheet date, the carrying value of the 2027 Notes will be reclassified to short-term. The Company recorded $0.4 million of the debt issuance costs related to the 2027 Notes as a reduction to the liability and amortizes these costs to interest expense over the term of the 2027 Notes. The net carrying amount of the 2027 Notes was as follows (in thousands): March 31, 2024 December 31, 2023 Principal amount $ 200,000 $ 200,000 Unamortized debt discount (2,980) (3,194) Unamortized debt issuance cost (201) (215) Net carrying amount $ 196,819 $ 196,591 The following table sets forth the interest expense recognized related to the 2027 Notes (in thousands): Three months ended March 31, 2024 2023 Contractual interest expense $ 2,500 $ 2,500 Amortization of debt discount 214 202 Amortization of debt issuance cost 14 14 Total interest expense related to the 2027 Notes $ 2,728 $ 2,716 |
Licenses, Asset Acquisitions an
Licenses, Asset Acquisitions and Contingent Consideration | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Licenses, Asset Acquisitions and Contingent Consideration | Licenses, Asset Acquisitions and Contingent Consideration The following purchased assets were accounted for as asset acquisitions as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of employees and early stage of development. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as in process research and development (“IPR&D”) expenses in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is met. License from Pulmokine, Inc. (Seralutinib) On October 2, 2017, the Company entered into a license agreement with Pulmokine, Inc. under which it was granted an exclusive worldwide license and sublicense to certain intellectual property rights owned or controlled by Pulmokine to develop and commercialize seralutinib and certain backup compounds for the treatment, prevention and diagnosis of any and all disease or conditions. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The assets acquired are in the early stages of the FDA approval process, and the Company intends to further develop the assets acquired through potential FDA approval as evidenced by the milestone arrangement in the contract. The development activities cannot be performed without significant cost and effort by the Company. The agreement will remain in effect from the effective date, unless terminated earlier, until, on a licensed product-by-licensed product and country-by-country basis, the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim covering such licensed product or specified regulatory exclusivity for the licensed product in such country. The Company is obligated to make future development and regulatory milestone payments of up to $48.0 million, commercial milestone payments of up to $45.0 million, and sales milestone payments of up to $190.0 million. The Company is also obligated to pay tiered royalties on sales for each licensed product, at percentages ranging from the mid-single digits to the high single-digits. In addition, if the Company chooses to sublicense or assign to any third parties its rights under the agreement with respect to a licensed product, or the Company’s seralutinib operating subsidiary undergoes a change of control, the Company must pay to Pulmokine a specified percentage of all revenue to be received in connection with such transaction. The Company made an upfront payment of $5.5 million in October 2017. The Company made a milestone payment of $5.0 million in connection with the initiation of the first Phase 2 clinical trial of seralutinib in January 2021. The Company made a milestone payment of $10.0 million in connection with the initiation of the Phase 3 clinical trial of seralutinib in January 2024. As of March 31, 2024, no other milestones had been accrued as the underlying contingencies had not yet been met. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Each share of common stock is entitled to one vote. Common stock owners are entitled to dividends when funds are legally available and declared by the Company's board of directors. Private Placement Financing On July 24, 2023, the Company completed a private placement of 129,869,440 shares of the Company’s common stock and accompanying warrants to purchase up to 32,467,360 shares of the Company's common stock at a combined purchase price of $1.63125 per share and accompanying warrant, or with respect to any purchaser that was an officer, director, employee or consultant of the Company, $1.85125 per share and accompanying warrant. Each warrant has an exercise price per share of $2.04, was immediately exercisable on the date of issuance and will expire five years from the closing of the private placement. The aggregate gross proceeds for the private placement were $212.1 million, before deducting offering expenses, which equaled $10.8 million. On August 18, 2023, the Company filed a registration statement on Form S-3 registering the shares of common stock and shares of common stock issuable upon the exercise of warrants issued in the private placement, which registration statement was declared effective on August 28, 2023. |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans 2023 Equity Inducement Incentive Plan In November 2023, the Company approved the 2023 Employment Inducement Incentive Plan (the "2023 Inducement Plan"). The terms of the 2023 Inducement Plan are substantially similar to the terms of the Company’s 2019 Incentive Award Plan (as described below) with the exception that incentive stock options may not be issued under the 2023 Inducement Plan and awards under the 2023 Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The 2023 Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2023 Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The Company has initially reserved 6,762,279 shares of the Company’s common stock for issuance pursuant to awards granted under the 2023 Inducement Plan. As of March 31, 2024, an aggregate of 5,049,779 shares of common stock were available for issuance under the 2023 Inducement Plan, and 1,712,500 shares of common stock were subject to outstanding awards under the 2023 Inducement Plan. 2019 Equity Incentive Plan In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Incentive Award Plan (the “2019 Plan”). The 2019 Plan became effective on February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s subsidiaries. A total of 5,750,000 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan. The number of shares that remained available for issuance under the 2017 Plan (as defined below) as of the effective date of the 2019 Plan were, and shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be, added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. As of March 31, 2024, an aggregate of 971,981 shares of common stock were available for issuance under the 2019 Plan. As of March 31, 2024 and December 31, 2023, 31,003,558 and 20,374,879 shares of common stock, respectively, were subject to outstanding awards under the 2019 Plan. 2019 Employee Stock Purchase Plan In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective as of February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. A total of 700,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. During the three months ended March 31, 2024, 390,246 shares were issued pursuant to the ESPP. As of March 31, 2024, an aggregate of 4,922,691 shares of common stock were available for issuance under the ESPP. 2017 Equity Incentive Plan The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) permitted the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards. Subsequent to the adoption of the 2019 Plan, no additional equity awards can be made under the 2017 Plan. As of March 31, 2024 and December 31, 2023, 2,148,101 and 2,178,934 shares of common stock, respectively, were subject to outstanding options under the 2017 Plan. As of March 31, 2024, no shares of restricted stock awards granted under the 2017 Plan were unvested. Stock Options The fair value of each employee and non-employee time-vested stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company uses its own volatility to the extent it has sufficient trading history, and for awards in which sufficient trading history is not available, a peer group is used. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. On May 5, 2023, the Company granted to its Chairman and Chief Executive Officer 750,000 options with an exercise price of $1.36 per share. This grant contains both service and market based vesting conditions. The awards vest on the later of the date of achievement and the one-year anniversary of the grant date. The market condition becomes satisfied in 50%, 25% and 25% tranches upon achieving the average per-share closing price of the Company's common stock over any 30 consecutive calendar days following the grant date equal to or exceeding $5.00, $7.50 and $10.00, respectively. In the event a stock price tranche has not vested prior to the fourth anniversary of the grant date, any portion of the option attributable to such tranche will be forfeited. Due to the market condition included in this grant, the Company used the Geometric Brownian Motion/Monte Carlo model to value this award. The total stock-based compensation expense related to this award is $0.4 million, which is included in general and administrative expense on the condensed consolidated statements of operations and comprehensive loss. The Company expects to recognize this expense over a weighted average period of approximately 2.2 years. Effective May 5, 2023, and in accordance with the terms of the 2019 Plan, the Company's board of directors approved a stock option repricing (the “Option Repricing”) whereby the exercise price of each Eligible Option (as defined below) was immediately reduced to $1.36 per share, the closing stock price on May 5, 2023. For purposes of the Option Repricing, “Eligible Options” are 6,817,057 outstanding stock options as of May 5, 2023 (vested or unvested) granted under the 2019 Plan prior to November 30, 2022 and held by those eligible employees of the Company identified by the Company's board of directors, including the Company’s executive officers except for the Company’s Chairman and Chief Executive Officer. The participation of the executive officers of the Company in the Option Repricing was subject to their agreement to cancel a portion of their Eligible Options effective immediately (the “Cancelled Options”). Each executive was required to agree to cancel one-third of his or her Eligible Options, on a grant-by-grant basis. The Cancelled Options were deducted proportionately from the vested and unvested portions of each Repriced Option grant. To the extent an Eligible Option is exercised prior to the Premium End Date (as defined below), or the eligible employee’s employment terminates prior to the Premium End Date, the eligible employee will be required to pay the original exercise price per share of the Eligible Options in connection with any exercise of the Eligible Option. The “Premium End Date” means the earliest of (i) May 5, 2024, (ii) the date of a change in control, (iii) the eligible employee’s death or disability, or (iv) if an eligible employee is an executive subject to the cancellation of a portion of Eligible Options and is terminated under circumstances giving rise to severance under his or her employment agreement, the date of such termination. Except for the reduction in the exercise prices of the Eligible Options as described above, the Eligible Options will retain their existing terms and conditions as set forth in the 2019 Plan and the applicable award agreements. The repricing resulted in $3.4 million of incremental cost, which was calculated using the Black-Scholes option-pricing model, of which $2.0 million of the incremental cost was recognized immediately, and $1.4 million of the incremental cost will be recognized on the straight-line basis over the remaining vesting period of the repriced options. The incremental cost is included in general and administrative expense and research and development expense on the condensed consolidated statements of operations and comprehensive loss. The following table summarizes stock option activity during the three months ended March 31, 2024: Shares Subject to Weighted- Shares Weighted- Remaining Aggregate (in thousands) Outstanding as of December 31, 2023 23,626,115 $ 2.52 7.9 $ 369 Options granted 11,304,228 $ 0.99 Options exercised — $ — Options forfeited/cancelled (74,790) $ 4.04 Outstanding as of March 31, 2024 34,855,553 $ 2.02 8.3 $ 4,043 Options vested and expected to vest as of March 31, 2024 34,855,553 $ 2.02 8.3 $ 4,043 Options exercisable as of March 31, 2024 10,596,716 $ 3.80 6.4 $ 13 The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price on March 31, 2024 and the exercise price of the stock options. There was no aggregate intrinsic value of stock options exercised during each of the three months ended March 31, 2024 and 2023 since no stock options were exercised during these periods. The weighted-average grant date fair value per share for the stock option grants during the three months ended March 31, 2024 and 2023 was $0.81 and $0.81, respectively. The aggregate fair value of stock options that vested during the three months ended March 31, 2024 and 2023 was $4.7 million and $15.9 million, respectively. As of March 31, 2024, the total unrecognized compensation expense related to the unvested stock option awards granted was $29.4 million, which the Company expects to recognize over a weighted-average period of approximately 3.1 years. Warrants On July 24, 2023, the Company completed a private placement of 129,869,440 shares of the Company’s common stock and accompanying warrants to purchase up to 32,467,360 shares of the Company's common stock at a combined purchase price of $1.63125 per share and accompanying warrant, or with respect to any purchaser that was an officer, director, employee or consultant of the Company, $1.85125 per share and accompanying warrant. Each warrant has an exercise price per share of $2.04, was immediately exercisable on the date of issuance and will expire five years from the closing of the private placement. Given that the warrants are indexed to the Company's shares of common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the warrants as additional paid-in capital on the Company's unaudited condensed consolidated balance sheets. As of March 31, 2024, there were 32,467,360 warrants outstanding. Restricted Stock The summary of the Company’s restricted stock activity during the three months ended March 31, 2024 is as follows: Number of Weighted- Nonvested at December 31, 2023 427,698 $ 10.92 Granted — — Vested (419,092) 10.97 Forfeited — — Nonvested at March 31, 2024 8,606 $ 8.57 As of March 31, 2024, the total unrecognized stock-based compensation expense related to the unvested restricted stock awards granted was insignificant, which the Company expects to recognize over a weighted-average period of approximately 0.2 years. Stock-Based Compensation Expense Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended March 31, 2024 2023 Research and development $ 2,928 $ 4,690 General and administrative 2,883 3,437 Total stock-based compensation expense $ 5,811 $ 8,127 As of March 31, 2024, the total unrecognized compensation expense related to the ESPP was $0.8 million, which the Company expects to recognize over a weighted-average period of approximately 0.8 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases certain office and laboratory space under a non-cancelable operating lease expiring in January 2025 for the initial leased space and for the expansion space leased pursuant to an amendment to the lease agreement entered into in August 2018. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to an annual 3% increase each subsequent year. Costs determined to be variable and not based on an index or rate were not included in the measurement of the operating lease liabilities. Monthly rent expense is recognized on a straight-line basis over the term of the leases. The operating leases are included in the condensed consolidated balance sheets at the present value of the lease payments at a weighted average discount rate of 7% using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as the leases do not provide an implicit rate. As of March 31, 2024, the weighted average remaining lease term was 0.8 years. Lease costs were comprised of the following (in thousands): Three months ended March 31, 2024 2023 Operating lease cost $ 778 $ 778 Short-term lease cost 14 13 Total lease cost $ 792 $ 791 Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2024 and 2023 was $0.9 million and $1.1 million, respectively. Gross future minimum annual rental commitments as of March 31, 2024, were as follows (in thousands): Undiscounted Rent Year ending December 31 2024 (remaining 9 months) $ 2,567 2025 144 Total undiscounted rent payments $ 2,711 Present value discount (66) Present value of lease payments $ 2,645 Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities) 2,645 Noncurrent operating lease liabilities — Total operating lease liability $ 2,645 For the three months ended March 31, 2024 and 2023, the Company recorded approximately $0.9 million in rent expense in each period. Rent expense is included in research and development and general and administrative expense on the condensed consolidated statements of operations and comprehensive loss. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 3, 2024, the Company, GB002, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“GB002”), and Gossamer Bio 002 Ltd., a corporation organized and existing under the laws of Ireland and indirect wholly-owned subsidiary of the Company, entered into a global collaboration and license agreement (the “Chiesi Collaboration Agreement”) with Chiesi Farmaceutici S.p.A and Chiesi USA, Inc. (collectively, “Chiesi”). The collaboration is focused on the development and commercialization of seralutinib and licensed products including seralutinib and related licensed compounds (“Licensed Products”) in the US (“US Territory”) and the rest of the world (“ROW Territory”), for therapeutic, prophylactic and diagnostic uses in humans and animals, for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD) and other indications, as may be permitted under the Chiesi Collaboration Agreement. Pursuant to the Chiesi Collaboration Agreement, the Company granted exclusive, sublicensable (with Gossamer’s consent required in the US Territory for third party sublicenses) licenses to Chiesi under intellectual property rights controlled by Gossamer relating to seralutinib and Licensed Products, for the worldwide development, manufacture and commercialization of seralutinib and Licensed Products. The licenses granted to Chiesi are subject to retained rights of Gossamer for the worldwide development and manufacture of seralutinib and Licensed Products, commercialization of Licensed Products in the US Territory, and performance of its obligations and exercise of its rights that may be set forth in the global development plan and US commercialization plan, in each case in accordance with the Chiesi Collaboration Agreement. Chiesi granted Gossamer non-exclusive, sublicenseable (with Chiesi’s consent required in the US Territory for third party sublicenses) licenses under certain practiced intellectual property rights relating to seralutinib and Licensed Products and arising intellectual property rights, in each case as controlled by Chiesi, for the worldwide development and manufacture of seralutinib and Licensed Product and a co-exclusive license (with Chiesi) to commercialize seralutinib and Licensed Products in the US Territory. The parties agreed to use commercially reasonable efforts to conduct development and commercialization activities in relation to seralutinib and Licensed Products, under the global development plan and US commercialization plan in accordance with the timelines therein. Gossamer will continue to lead global development of seralutinib in PAH and PH-ILD, and the parties will equally share the costs for the activities included in the global development plan for all Licensed Products, with the exception of the PROSERA Phase 3 study, which Gossamer will be solely responsible for conducting at Gossamer’s own cost and expense. With respect to each country in the ROW Territory, such obligation to equally share such development costs shall end when regulatory approval is received for a Licensed Product in such country. With respect to US Territory, the development costs incurred following regulatory approval shall continue to be shared equally. Gossamer will lead commercialization for PAH and PH-ILD in the US, with both parties contributing 50 percent of commercial efforts, including performing 50 percent of the commercialization activities. Chiesi will lead commercialization in the US Territory in additional indications, and Chiesi will have the exclusive right to commercialize Licensed Products in the ROW Territory. Chiesi further agreed to use commercially reasonable efforts to commercialize Licensed Product in certain specified countries in the ROW Territory following receipt of regulatory approvals. Generally, Gossamer will have the right to lead in manufacturing commercial supply of seralutinib and Licensed Products for the US Territory for PAH and PH-ILD, and, subject to any existing obligations of Gossamer to third party manufacturers, Chiesi will have the right to lead in manufacturing commercial supply of seralutinib and Licensed Products in the ROW Territory, in each case in accordance with the Chiesi Collaboration Agreement. Pursuant to the Chiesi Collaboration Agreement, neither party nor its affiliates is permitted to develop or commercialize any compound or product throughout the term whose primary mechanism of action is inhibition of a tyrosine kinase for the treatment of PAH or PH-ILD in the US Territory or ROW Territory, subject to certain restrictions for the EU and UK. In consideration and as reimbursement for the Company’s development costs, Chiesi agreed to pay Gossamer $160 million. Additionally, Gossamer will be eligible to receive up to $146 million in regulatory milestones and $180 million in sales milestones. In the US Territory, the parties agreed to share commercial profits and losses equally. In the ROW Territory, Chiesi will pay Gossamer an escalating mid-to-high teens percentage royalty on net sales of Licensed Product for PAH and additional indications on a Licensed Product-by-Licensed Product and country-by-country basis with such payment obligations beginning on the first commercial sale of Licensed Product in such country and expiring on a country-by-country basis on the latest of (a) the expiration of a valid claim to a Gossamer patent right in such country, (b) the expiration of regulatory exclusivity, and (c) the date that is 10 years after the first commercial sale of such Licensed Product in such country. In addition, Gossamer granted to Chiesi an option to purchase directly from Gossamer, on one or more occasions, up to an aggregate number of shares of Gossamer’s common stock such that immediately following such issuance, Chiesi’s beneficial ownership of Gossamer’s common stock shall not exceed 9.9% of the total number of issued and outstanding shares of Gossamer’s common stock (the “Equity Option”). The Equity Option shall be exercisable by Chiesi, in whole or in part, at any time prior to the earliest to occur of the date on which (a) the last patient is last dosed in either (i) the PROSERA Phase 3 study for PAH or (ii) a Phase 3 clinical trial for the PH-ILD Indication, (b) any third party commences a tender offer or exchange offer for more than 50% of the outstanding shares of Gossamer’s common stock, and (c) Gossamer publicly announces its intent to consummate a GB002 change of control. The purchase price of each share Gossamer’s common stock subject to the Equity Option shall be equal to 107.5% of the daily volume-weighted average per share price of Gossamer’s common stock on The Nasdaq Stock Market over the 30-trading day period ending on and including the last trading day prior to the date on which Chiesi delivers an exercise notice to Gossamer; provided that such purchase price shall be no less than $1.63 per share. The shares of Gossamer’s common stock to be issued will be issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering, pursuant to the terms of a stock issuance agreement to be entered into between Gossamer and Chiesi in connection with each such exercise of the Equity Option. Unless earlier terminated, the Chiesi Collaboration Agreement will remain in force until no Licensed Products are being developed or commercialized in the US Territory and in the ROW Territory, on a country-by-country basis, until no royalty terms are in effect for all countries. Either party may terminate the Chiesi Collaboration Agreement for the other party’s material breach, subject to a specified notice and cure periods, or due to an insolvency event of the other party. In lieu of termination upon a party’s material breach due to non-payment of development costs within a specified time the non-breaching party may elect an alternative remedy which may involve modifications to their performance and payment obligations. Gossamer has the right to terminate by providing written notice in the event Chiesi or its affiliates or sublicensee brings a patent challenge and Chiesi does not take certain steps to withdraw from or cease supporting such challenge. Chiesi may terminate the Chiesi Collaboration Agreement for any reason upon prior written notice to Gossamer, subject to a notice period. The foregoing description of the Chiesi Collaboration Agreement is not complete and is qualified in its entirety by reference to the full text of the Chiesi Collaboration Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed with respect to the fiscal quarter ending June 30, 2024. On May 3, 2024, the Credit Facility was terminated, the payment and other obligations of the Company under the Credit Facility were paid in full and discharged, and Lenders’ security interests in the Company’s assets and property were released. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (41,928) | $ (49,165) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to accrued research and development expenses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company uses the if-converted method for assumed conversion of the 2027 Notes to compute the weighted average shares of common stock outstanding for diluted net loss per share. Diluted net loss per share excludes the potential impact of the Company’s common stock options, warrants for the purchase of common stock, unvested shares of restricted stock and the potential shares issuable upon conversion of the 2027 Notes because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: As of March 31, 2024 2023 2027 Notes 12,321,900 12,321,900 Shares issuable upon exercise of stock options 34,855,553 21,681,917 Shares issuable upon exercise of warrants 32,467,360 — Non-vested shares under restricted stock grants 8,606 544,336 Total potentially dilutive securities 79,653,419 34,548,153 |
Balance Sheet Accounts and Su_2
Balance Sheet Accounts and Supplemental Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheets Accounts And Supplemental Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): Estimated March 31, December 31, Office equipment 3-7 $ 1,097 $ 1,097 Computer equipment 5 123 123 Software 3 52 52 Lab equipment 2-5 2,664 3,246 Leasehold improvements 6-7 2,562 2,562 Construction in process N/A — — Total property and equipment 6,498 7,080 Less: accumulated depreciation (5,424) (5,432) Property and equipment, net $ 1,074 $ 1,648 |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, December 31, Accrued compensation and benefits $ 5,716 $ 10,294 Operating lease liabilities 2,645 3,302 Accrued consulting fees 723 643 Accrued interest 3,437 968 Accrued legal fees 639 385 Accrued accounting fees 246 234 Accrued in process research and development — 10,000 Accrued other 1,235 854 Total accrued expenses and other current liabilities $ 14,641 $ 26,680 |
Fair Value Measurements and A_2
Fair Value Measurements and Available for Sale Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements And Available For Sale Investments [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents the hierarchy for assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Significant Significant As of March 31, 2024 Money market funds $ 20,804 $ 20,804 $ — $ — U.S. Treasury and agency securities 57,009 57,009 — — Commercial paper 152,137 — 152,137 — Corporate debt securities 8,361 — 8,361 — As of December 31, 2023 Money market funds $ 25,222 $ 25,222 $ — $ — U.S. Treasury and agency securities 92,309 92,309 — — Commercial paper 168,534 — 168,534 — Corporate debt securities 3,473 — 3,473 — |
Schedule of Available for Sale Investments by Security Type | The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in marketable securities and long-term investments as of March 31, 2024 and December 31, 2023 are as follows (in thousands): Amortized Gross Gross Total As of March 31, 2024 U.S. Treasury and agency securities $ 57,018 $ 2 $ (11) $ 57,009 Corporate debt securities 8,364 — (3) 8,361 Commercial paper 140,240 9 (88) 140,161 Total marketable securities $ 205,622 $ 11 $ (102) $ 205,531 Number of securities with unrealized losses 19 As of December 31, 2023 U.S. Treasury and agency securities $ 92,294 $ 20 $ (5) $ 92,309 Corporate debt securities 3,467 6 — 3,473 Commercial paper 168,488 76 (30) 168,534 Total marketable securities $ 264,249 $ 102 $ (35) $ 264,316 Number of securities with unrealized losses 12 |
Schedule of Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities, as of March 31, 2024, were as follows (in thousands): Estimated Less than one year $ 205,531 Greater than one year — Total $ 205,531 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Debt, current portion $ 9,677 $ 11,613 Debt, non-current portion — 968 Total debt 9,677 12,581 Less: unamortized debt discount and issuance costs (88) (154) Debt, net $ 9,589 $ 12,427 |
Schedule of Future Minimum Principal Payments | The scheduled future minimum principal payments are as follows (in thousands): March 31, 2024 2024 (remaining 9 months) $ 8,709 2025 968 Total $ 9,677 |
Schedule of Net Carrying Amount of 2027 Notes | The net carrying amount of the 2027 Notes was as follows (in thousands): March 31, 2024 December 31, 2023 Principal amount $ 200,000 $ 200,000 Unamortized debt discount (2,980) (3,194) Unamortized debt issuance cost (201) (215) Net carrying amount $ 196,819 $ 196,591 |
Schedule of Interest Expense Recognized | The following table sets forth the interest expense recognized related to the 2027 Notes (in thousands): Three months ended March 31, 2024 2023 Contractual interest expense $ 2,500 $ 2,500 Amortization of debt discount 214 202 Amortization of debt issuance cost 14 14 Total interest expense related to the 2027 Notes $ 2,728 $ 2,716 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2024: Shares Subject to Weighted- Shares Weighted- Remaining Aggregate (in thousands) Outstanding as of December 31, 2023 23,626,115 $ 2.52 7.9 $ 369 Options granted 11,304,228 $ 0.99 Options exercised — $ — Options forfeited/cancelled (74,790) $ 4.04 Outstanding as of March 31, 2024 34,855,553 $ 2.02 8.3 $ 4,043 Options vested and expected to vest as of March 31, 2024 34,855,553 $ 2.02 8.3 $ 4,043 Options exercisable as of March 31, 2024 10,596,716 $ 3.80 6.4 $ 13 |
Schedule of Restricted Stock Activity | The summary of the Company’s restricted stock activity during the three months ended March 31, 2024 is as follows: Number of Weighted- Nonvested at December 31, 2023 427,698 $ 10.92 Granted — — Vested (419,092) 10.97 Forfeited — — Nonvested at March 31, 2024 8,606 $ 8.57 |
Schedule of Stock-Based Compensation Expense Reported in Condensed Consolidated Statements of Operations | Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended March 31, 2024 2023 Research and development $ 2,928 $ 4,690 General and administrative 2,883 3,437 Total stock-based compensation expense $ 5,811 $ 8,127 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Costs | Lease costs were comprised of the following (in thousands): Three months ended March 31, 2024 2023 Operating lease cost $ 778 $ 778 Short-term lease cost 14 13 Total lease cost $ 792 $ 791 |
Schedule of Gross Future Minimum Annual Rental Commitments | Gross future minimum annual rental commitments as of March 31, 2024, were as follows (in thousands): Undiscounted Rent Year ending December 31 2024 (remaining 9 months) $ 2,567 2025 144 Total undiscounted rent payments $ 2,711 Present value discount (66) Present value of lease payments $ 2,645 Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities) 2,645 Noncurrent operating lease liabilities — Total operating lease liability $ 2,645 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 78 Months Ended | ||
Jul. 24, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Accumulated deficit | $ 1,253,968 | $ 1,212,040 | |
Funds raised | $ 1,263,200 | ||
Number of warrants (in shares) | 32,467,360 | ||
Exercise price of warrants (in dollars per share) | $ 2.04 | ||
Warrant term | 5 years | ||
Proceeds from issuance of private placement | $ 212,100 | ||
Payments of stock issuance costs | $ 10,700 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Private placement, number of shares (in shares) | 129,869,440 | ||
Offering price (in dollars per share) | $ 1.63125 | ||
Exercise price of warrants (in dollars per share) | $ 2.04 | ||
Warrant term | 5 years | ||
Payments of stock issuance costs | $ 10,800 | ||
Private placement with officer, director, employee, or consultant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering price (in dollars per share) | $ 1.85125 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 79,653,419 | 34,548,153 |
2027 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 12,321,900 | 12,321,900 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 34,855,553 | 21,681,917 |
Shares issuable upon exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 32,467,360 | 0 |
Non-vested shares under restricted stock grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 8,606 | 544,336 |
Balance Sheet Accounts and Su_3
Balance Sheet Accounts and Supplemental Disclosures - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 6,498 | $ 7,080 | |
Less: accumulated depreciation | (5,424) | (5,432) | |
Property and equipment, net | 1,074 | 1,648 | |
Depreciation and amortization expense | 259 | $ 465 | |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,097 | 1,097 | |
Office equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Office equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 7 years | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 5 years | ||
Total property and equipment | $ 123 | 123 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Total property and equipment | $ 52 | 52 | |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,664 | 3,246 | |
Lab equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 2 years | ||
Lab equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,562 | 2,562 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 6 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (in years) | 7 years | ||
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 0 | $ 0 |
Balance Sheet Accounts and Su_4
Balance Sheet Accounts and Supplemental Disclosures - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheets Accounts And Supplemental Disclosures [Abstract] | ||
Accrued compensation and benefits | $ 5,716 | $ 10,294 |
Operating lease liabilities | 2,645 | 3,302 |
Accrued consulting fees | 723 | 643 |
Accrued interest | 3,437 | 968 |
Accrued legal fees | 639 | 385 |
Accrued accounting fees | 246 | 234 |
Accrued in process research and development | 0 | 10,000 |
Accrued other | 1,235 | 854 |
Total accrued expenses and other current liabilities | $ 14,641 | $ 26,680 |
Fair Value Measurements and A_3
Fair Value Measurements and Available for Sale Investments - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | $ 205,531 | $ 264,316 |
U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 57,009 | 92,309 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 8,361 | 3,473 |
Recurring Basis | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 20,804 | 25,222 |
Recurring Basis | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 57,009 | 92,309 |
Recurring Basis | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commercial paper | 152,137 | 168,534 |
Recurring Basis | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 8,361 | 3,473 |
Recurring Basis | Quoted Market Prices for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 20,804 | 25,222 |
Recurring Basis | Quoted Market Prices for Identical Assets (Level 1) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 57,009 | 92,309 |
Recurring Basis | Quoted Market Prices for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commercial paper | 0 | 0 |
Recurring Basis | Quoted Market Prices for Identical Assets (Level 1) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 0 | 0 |
Recurring Basis | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Recurring Basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 0 | 0 |
Recurring Basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commercial paper | 152,137 | 168,534 |
Recurring Basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 8,361 | 3,473 |
Recurring Basis | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Recurring Basis | Significant Unobservable Inputs (Level 3) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | 0 | 0 |
Recurring Basis | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commercial paper | 0 | 0 |
Recurring Basis | Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury and agency securities and corporate debt securities | $ 0 | $ 0 |
Fair Value Measurements and A_4
Fair Value Measurements and Available for Sale Investments - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, at carrying value | $ 32.8 | $ 25.2 |
2027 Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible senior notes | $ 81.5 | $ 74.9 |
Fair Value Measurements and A_5
Fair Value Measurements and Available for Sale Investments - Schedule of Available for sale Investments by Security Type (Details) $ in Thousands | Mar. 31, 2024 USD ($) security | Dec. 31, 2023 USD ($) security |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 205,622 | $ 264,249 |
Gross Unrealized Gains | 11 | 102 |
Gross Unrealized Losses | (102) | (35) |
Total Fair Value | $ 205,531 | $ 264,316 |
Number of securities with unrealized losses | security | 19 | 12 |
U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 57,018 | $ 92,294 |
Gross Unrealized Gains | 2 | 20 |
Gross Unrealized Losses | (11) | (5) |
Total Fair Value | 57,009 | 92,309 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 8,364 | 3,467 |
Gross Unrealized Gains | 0 | 6 |
Gross Unrealized Losses | (3) | 0 |
Total Fair Value | 8,361 | 3,473 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 140,240 | 168,488 |
Gross Unrealized Gains | 9 | 76 |
Gross Unrealized Losses | (88) | (30) |
Total Fair Value | $ 140,161 | $ 168,534 |
Fair Value Measurements and A_6
Fair Value Measurements and Available for Sale Investments - Schedule of Contractual Maturities of Available-for-sale Debt Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurements And Available For Sale Investments [Abstract] | ||
Less than one year | $ 205,531 | |
Greater than one year | 0 | |
Total | $ 205,531 | $ 264,316 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | 3 Months Ended | |||
May 21, 2020 USD ($) tradingDay $ / shares | May 02, 2019 USD ($) tranche | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) tranche | |
Term Loan | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 150,000,000 | |||
Amount funded | 30,000,000 | |||
Remaining borrowing capacity | $ 120,000,000 | |||
Number of additional tranches | tranche | 2 | |||
Clinical development milestone unmet, number of tranches | tranche | 1 | |||
Percentage of exit fee on amount borrowed on final repayment | 1.75% | |||
Percentage of exit fee on amount borrowed on partial prepayment | 1.75% | |||
Debt covenant minimum unrestricted cash percentage | 25% | |||
Debt instrument, default trigger amount | $ 2,500,000 | |||
Term Loan | Credit Facility | Prepayment Occurs through First Anniversary of Closing Date | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 3% | |||
Term Loan | Credit Facility | First Anniversary of Closing Date through Second Anniversary of Closing Date | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 2% | |||
Term Loan | Credit Facility | Second Anniversary of Closing Date and Prior to Jan 1, 2025 | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 1% | |||
Term Loan | Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 7% | |||
Interest rate | 2% | |||
Term Loan | Credit Facility | MidCap Financial Trust | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% | |||
Term Loan | Tranche One | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 60,000,000 | $ 60,000,000 | ||
Term Loan | Tranche Two | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 60,000,000 | $ 60,000,000 | ||
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5% | |||
Debt instrument aggregate principal amount | $ 200,000,000 | |||
Proceeds from convertible debt | $ 193,600,000 | |||
Debt instrument conversion ratio | 0.0616095 | |||
Convertible notes, initial conversion price (in dollars per share) | $ / shares | $ 16.23 | |||
Convertible notes, percentage of conversion price | 130% | |||
Debt conversion, converted instrument | $ 1,000 | |||
Debt instrument, redemption term, threshold trading days | 50 days | |||
Convertible notes, redemption percentage | 100% | |||
Percentage of repurchase price is equal to principal amount of convertible notes | 100% | |||
Percentage in aggregate principal amount (not less than) | 0.25 | |||
Debt issuance costs | $ 400,000 | |||
2027 Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, percentage of last reported sale price of common stock | 98% | |||
2027 Notes | 130% Applicable Conversion Price | Minimum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | tradingDay | 20 | |||
2027 Notes | 130% Applicable Conversion Price | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | tradingDay | 30 | |||
2027 Notes | 98% Applicable Conversion Price | Minimum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | tradingDay | 5 | |||
2027 Notes | 98% Applicable Conversion Price | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | tradingDay | 10 |
Indebtedness - Schedule of Long
Indebtedness - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Debt, current portion | $ 9,589 | $ 11,613 |
Debt, non-current portion | 0 | 814 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt, current portion | 9,677 | 11,613 |
Debt, non-current portion | 0 | 968 |
Total debt | 9,677 | 12,581 |
Less: unamortized debt discount and issuance costs | (88) | (154) |
Debt, net | $ 9,589 | $ 12,427 |
Indebtedness - Schedule of Futu
Indebtedness - Schedule of Future Minimum Principal Payments (Details) - Credit Facility $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
2024 (remaining 9 months) | $ 8,709 |
2025 | 968 |
Total debt | $ 9,677 |
Indebtedness - Schedule of Net
Indebtedness - Schedule of Net Carrying Amount of 2027 Notes (Details) - 2027 Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal amount | $ 200,000 | $ 200,000 |
Unamortized debt discount | (2,980) | (3,194) |
Unamortized debt issuance cost | (201) | (215) |
Debt, net | $ 196,819 | $ 196,591 |
Indebtedness - Schedule of Inte
Indebtedness - Schedule of Interest Expense Recognized (Details) - 2027 Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 2,500 | $ 2,500 |
Amortization of debt discount | 214 | 202 |
Amortization of debt issuance cost | 14 | 14 |
Total interest expense related to the 2027 Notes | $ 2,728 | $ 2,716 |
Licenses, Asset Acquisitions _2
Licenses, Asset Acquisitions and Contingent Consideration (Details) - Pulmokine, Inc. - License Agreement - In Process Research And Development Seralutinib - USD ($) | 1 Months Ended | ||||
Oct. 02, 2017 | Oct. 31, 2017 | Mar. 31, 2024 | Jan. 31, 2024 | Jan. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Product license term (in years) | 10 years | ||||
Upfront payment | $ 5,500,000 | ||||
Milestones accrued | $ 0 | $ 10,000,000 | $ 5,000,000 | ||
Maximum | |||||
Business Acquisition [Line Items] | |||||
Development and regulatory milestone payments, payable | $ 48,000,000 | ||||
Commercial milestone payments, payable | 45,000,000 | ||||
Sales milestone payments, payable | $ 190,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jul. 24, 2023 USD ($) $ / shares shares | Mar. 31, 2024 vote | |
Stockholders Equity [Line Items] | ||
Common stock number of votes per share | vote | 1 | |
Number of warrants (in shares) | shares | 32,467,360 | |
Exercise price of warrants (in dollars per share) | $ 2.04 | |
Warrant term | 5 years | |
Proceeds from issuance of common stock and common warrants in a private offering, net of offering costs | $ | $ 212.1 | |
Payments of stock issuance costs | $ | $ 10.7 | |
Private Placement | ||
Stockholders Equity [Line Items] | ||
Private placement, number of shares (in shares) | shares | 129,869,440 | |
Offering price (in dollars per share) | $ 1.63125 | |
Exercise price of warrants (in dollars per share) | $ 2.04 | |
Warrant term | 5 years | |
Payments of stock issuance costs | $ | $ 10.8 | |
Private Placement | Officer, Director, Employee or Consultant | ||
Stockholders Equity [Line Items] | ||
Offering price (in dollars per share) | $ 1.85125 | |
Private Placement | Maximum | ||
Stockholders Equity [Line Items] | ||
Number of warrants (in shares) | shares | 32,467,360 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Jul. 24, 2023 $ / shares shares | May 05, 2023 USD ($) $ / shares shares | Feb. 06, 2019 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 shares | Nov. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares outstanding awarded (in shares) | 34,855,553 | 23,626,115 | |||||
Options granted (in shares) | 750,000 | 11,304,228 | |||||
Options granted (in dollars per share) | $ / shares | $ 1.36 | $ 0.99 | |||||
Share-based payment arrangement, expense | $ | $ 2,000 | $ 5,811 | $ 8,127 | ||||
Exercise price (in dollars per share) | $ / shares | $ 1.36 | ||||||
Share-based payment arrangement, option, exercise price range, shares outstanding | 6,817,057 | ||||||
Share-based payment arrangement, plan modification, incremental cost | $ | $ 3,400 | ||||||
Share-based payment arrangement, cancellation percentage | 0.33 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 1,400 | ||||||
Number of warrants (in shares) | 32,467,360 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.04 | ||||||
Warrant term | 5 years | ||||||
Warrants outstanding (in shares) | 32,467,360 | ||||||
Private Placement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Private placement, number of shares (in shares) | 129,869,440 | ||||||
Offering price (in dollars per share) | $ / shares | $ 1.63125 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.04 | ||||||
Warrant term | 5 years | ||||||
Private Placement | Officer, Director, Employee or Consultant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Offering price (in dollars per share) | $ / shares | $ 1.85125 | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average period of cost expects to recognize (in years) | 2 months 12 days | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected dividend yield | 0% | ||||||
Award vesting period | 1 year | ||||||
Award vesting rights, threshold consecutive days | 30 days | ||||||
Share-based payment arrangement, expense | $ | $ 400 | ||||||
Weighted-average period of cost expects to recognize (in years) | 2 years 2 months 12 days | ||||||
Aggregate intrinsic value, options vested in period | $ | $ 0 | ||||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.81 | $ 0.81 | |||||
Aggregate fair value of stock options vested during period | $ | $ 4,700 | $ 15,900 | |||||
Stock Options | Tranche 1 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 50% | ||||||
Award vesting rights, threshold share price | $ / shares | $ 5 | ||||||
Stock Options | Tranche 2 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 25% | ||||||
Award vesting rights, threshold share price | $ / shares | $ 7.50 | ||||||
Stock Options | Tranche 3 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 25% | ||||||
Award vesting rights, threshold share price | $ / shares | $ 10 | ||||||
Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average period of cost expects to recognize (in years) | 3 years 1 month 6 days | ||||||
Unrecognized compensation expense | $ | $ 29,400 | ||||||
Maximum | Private Placement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of warrants (in shares) | 32,467,360 | ||||||
2023 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 6,762,279 | ||||||
Common stock available for issuance (in shares) | 5,049,779 | ||||||
Shares Reserved For Issuance On Granting Of Outstanding Awards | 1,712,500 | ||||||
2019 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 5,750,000 | ||||||
Common stock available for issuance (in shares) | 971,981 | ||||||
Term of awards (in years) | 10 years | ||||||
Percentage of amount increase in outstanding shares | 5% | ||||||
Shares outstanding awarded (in shares) | 31,003,558 | 20,374,879 | |||||
2019 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance (in shares) | 700,000 | ||||||
Common stock available for issuance (in shares) | 4,922,691 | ||||||
Term of awards (in years) | 10 years | ||||||
Percentage of amount increase in outstanding shares | 1% | ||||||
Number of share issued under ESPP | 390,246 | ||||||
2019 Employee Stock Purchase Plan | Stock-Based Compensation Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average period of cost expects to recognize (in years) | 9 months 18 days | ||||||
Unrecognized compensation expense | $ | $ 800 | ||||||
2019 Employee Stock Purchase Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase of common stock through payroll deductions, percentage | 20% | ||||||
2017 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares outstanding awarded (in shares) | 2,148,101 | 2,178,934 | |||||
2017 Equity Incentive Plan | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards granted (in shares) | 0 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 05, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Shares Subject to Options Outstanding, Shares | |||
Outstanding as of beginning balance (in shares) | 23,626,115 | ||
Options granted (in shares) | 750,000 | 11,304,228 | |
Option exercised (in shares) | 0 | ||
Options forfeited/cancelled (in shares) | (74,790) | ||
Outstanding as ending balance (in shares) | 34,855,553 | 23,626,115 | |
Options vested and expected to vest as of ending balance (in shares) | 34,855,553 | ||
Options exercisable as of ending balance (in shares) | 10,596,716 | ||
Shares Subject to Options Outstanding, Weighted Average Exercise Price | |||
Outstanding as of beginning balance (in dollars per share) | $ 2.52 | ||
Options granted (in dollars per share) | $ 1.36 | 0.99 | |
Option exercised (in dollars per share) | 0 | ||
Options forfeited/cancelled (in dollars per share) | 4.04 | ||
Outstanding as of ending balance (in dollars per share) | 2.02 | $ 2.52 | |
Options vested and expected to vest as of ending balance (in dollars per share) | 2.02 | ||
Options exercisable as of ending balance (in dollars per share) | $ 3.80 | ||
Weighted-Average Remaining Contractual Life (in years) | 8 years 3 months 18 days | 7 years 10 months 24 days | |
Weighted-Average Remaining Contractual Life (in years), Options vested and expected to vest as of end of period | 8 years 3 months 18 days | ||
Weighted-Average Remaining Contractual Life (in years), Options exercisable as of end of period | 6 years 4 months 24 days | ||
Aggregate Intrinsic Value | $ 4,043 | $ 369 | |
Aggregate Intrinsic Value, Options vested and expected to vest as of end of period | 4,043 | ||
Aggregate Intrinsic Value, Options exercisable as of end of period | $ 13 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Restricted Stock Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Restricted Stock Units Outstanding | |
Nonvested beginning balance (in shares) | shares | 427,698 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (419,092) |
Forfeited (in shares) | shares | 0 |
Nonvested ending balance (in shares) | shares | 8,606 |
Weighted- Average Grant Date Fair Value | |
Nonvested beginning balance (in dollars per share) | $ / shares | $ 10.92 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 10.97 |
Forfeited (in dollars per share) | $ / shares | 0 |
Nonvested ending balance (in dollars per share) | $ / shares | $ 8.57 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-Based Compensation Expense Reported in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 05, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 2,000 | $ 5,811 | $ 8,127 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 2,928 | 4,690 | |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 2,883 | $ 3,437 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, weighted average discount rate | 7% | |
Weighted average remaining lease term (in years) | 9 months 18 days | |
Cash paid for operating lease liabilities | $ 0.9 | $ 1.1 |
Rent expense | $ 0.9 | $ 0.9 |
Non-cancelable Lease Agreement Entered in August 2018 | ||
Lessee, Lease, Description [Line Items] | ||
Operating sublease, annual increase percentage for base rent | 3% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 778 | $ 778 |
Short-term lease cost | 14 | 13 |
Total lease cost | $ 792 | $ 791 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Gross Future Minimum Annual Rental Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 (remaining 9 months) | $ 2,567 | |
2025 | 144 | |
Total undiscounted rent payments | 2,711 | |
Present value discount | (66) | |
Present value of lease payments | 2,645 | |
Current portion of operating lease liabilities (included as a component of accrued expenses and other current liabilities) | 2,645 | $ 3,302 |
Noncurrent operating lease liabilities | 0 | $ 144 |
Total operating lease liability | $ 2,645 |
Subsequent Events (Details)
Subsequent Events (Details) - Chiesi - Subsequent Event $ in Millions | May 03, 2024 USD ($) day |
Subsequent Event [Line Items] | |
Commercial efforts contribution, percentage | 50% |
Commercialization activities performance, percentage | 50% |
Consideration and reimbursement of development costs, agreed amount | $ 160 |
Collaboration agreement, regulatory milestones receivable | 146 |
Collaboration agreement, sales milestones receivable | $ 180 |
Tender offer or exchange offer, percentage of shares outstanding | 50% |
Purchase price of each share subject to equity option, percentage of daily volume-weighted average per share price | 107.50% |
Purchase price of each share subject to equity option, number of trading days | day | 30 |
Purchase price of each share subject to equity option, minimum price threshold (in dollars per share) | 163% |
Maximum | |
Subsequent Event [Line Items] | |
Loyalty term, expiration period | 10 years |
Equity option owned by Chiesi | 9.90% |