Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BBIO | |
Entity Registrant Name | BridgeBio Pharma, Inc. | |
Entity Central Index Key | 0001743881 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-38959 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1850815 | |
Entity Address, Address Line One | 3160 Porter Drive | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94304 | |
City Area Code | (650) | |
Local Phone Number | 391-9740 | |
Entity Common Stock, Shares Outstanding | 162,472,399 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 302,438 | $ 376,689 | [1] |
Marketable securities | 30,869 | 51,580 | [1] |
Investment in equity securities | 50,487 | 43,653 | [1] |
Receivable from licensing and collaboration agreements | 8,614 | 17,079 | [1] |
Restricted cash | 19,930 | 37,930 | [1] |
Prepaid expenses and other current assets | 20,546 | 21,922 | [1] |
Total current assets | 432,884 | 548,853 | [1] |
Property and equipment, net | 13,047 | 14,569 | [1] |
Operating lease right-of-use assets | 9,814 | 10,678 | [1] |
Intangible assets, net | 27,515 | 28,712 | [1] |
Other assets | 20,401 | 20,224 | [1] |
Total assets | 503,661 | 623,036 | [1] |
Current liabilities: | |||
Accounts payable | 3,874 | 11,558 | [1] |
Accrued compensation and benefits | 28,690 | 31,256 | [1] |
Accrued research and development liabilities | 28,298 | 39,803 | [1] |
Operating lease liabilities, current portion | 3,776 | 3,675 | [1] |
Deferred revenue, current portion | 6,210 | 8,156 | [1] |
Accrued professional and other accrued liabilities | 39,272 | 26,980 | [1] |
Total current liabilities | 110,120 | 121,428 | [1] |
Term loan, net | 440,496 | 430,993 | [1] |
Operating lease liabilities, net of current portion | 10,916 | 12,274 | [1] |
Other long-term liabilities | 13,326 | 26,643 | [1] |
Total liabilities | 1,853,299 | 1,867,960 | [1] |
Commitments and contingencies (Note 8) | |||
Redeemable convertible noncontrolling interests | 333 | (1,589) | |
Stockholders’ equity (deficit): | |||
Undesignated preferred stock, $0.001 par value; 25,000,000 shares authorized; no shares issued and outstanding | |||
Common stock, $0.001 par value; 500,000,000 shares authorized;167,611,692 shares issued and 161,419,931 shares outstanding as of June 30, 2023, 156,817,333 shares issued and 150,625,572 shares outstanding as of December 31, 2022 | 168 | 157 | [1] |
Treasury stock, at cost; 6,191,761 shares as of June 30, 2023 and December 31, 2022 | (275,000) | (275,000) | [1] |
Additional paid-in capital | 1,128,100 | 938,703 | [1] |
Accumulated other comprehensive income (loss) | 63 | (328) | [1] |
Accumulated deficit | (2,215,354) | (1,918,149) | [1] |
Total BridgeBio stockholders' deficit | (1,362,023) | (1,254,617) | [1] |
Noncontrolling interests | 12,052 | 11,282 | [1] |
Total stockholders' deficit | (1,349,971) | (1,243,335) | [1],[2] |
Total liabilities, redeemable convertible noncontrolling interests and stockholders' deficit | 503,661 | 623,036 | [1] |
2029 Notes | |||
Current liabilities: | |||
Notes, net | 735,940 | 734,988 | [1] |
2027 Notes | |||
Current liabilities: | |||
Notes, net | $ 542,501 | $ 541,634 | [1] |
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. The consolidated balances as of December 31, 2022 and 2021 are derived from the audited consolidated financial statements as of those dates. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 167,611,692 | 156,817,333 |
Common stock, shares outstanding | 161,419,931 | 150,625,572 |
Treasury stock, shares | 6,191,761 | 6,191,761 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,641 | $ 73,746 | $ 3,467 | $ 75,440 |
Operating costs and expenses: | ||||
Cost of revenue | 599 | 700 | 1,250 | 2,048 |
Research and development | 107,488 | 108,400 | 200,349 | 216,049 |
Selling, general and administrative | 36,122 | 36,426 | 67,230 | 80,139 |
Restructuring, impairment and related charges | 3,531 | 8,396 | 6,900 | 31,058 |
Total operating costs and expenses | 147,740 | 153,922 | 275,729 | 329,294 |
Loss from operations | (146,099) | (80,176) | (272,262) | (253,854) |
Other income (expense), net: | ||||
Interest income | 4,514 | 766 | 8,667 | 1,033 |
Interest expense | (20,594) | (20,279) | (40,715) | (40,623) |
Gain from sale of priority review voucher, net | 107,946 | 107,946 | ||
Other income (expense), net | 1,476 | (10,816) | 875 | (18,391) |
Total other income (expense), net | (14,604) | 77,617 | (31,173) | 49,965 |
Net loss | (160,703) | (2,559) | (303,435) | (203,889) |
Net loss (income) attributable to redeemable convertible noncontrolling interests and noncontrolling interests | 2,804 | (7,297) | 5,380 | (2,364) |
Net loss attributable to common stockholders of BridgeBio | $ (157,899) | $ (9,856) | $ (298,055) | $ (206,253) |
Net loss per share attributable to common stockholders of BridgeBio, basic | $ (0.98) | $ (0.07) | $ (1.9) | $ (1.41) |
Net loss per share attributable to common stockholders of BridgeBio, diluted | $ (0.98) | $ (0.07) | $ (1.9) | $ (1.41) |
Weighted-average shares used in computing net loss per share attributable to common stockholders of BridgeBio, basic | 160,535,435 | 146,684,804 | 156,645,838 | 146,285,694 |
Weighted-average shares used in computing net loss per share attributable to common stockholders of BridgeBio, diluted | 160,535,435 | 146,684,804 | 156,645,838 | 146,285,694 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (160,703) | $ (2,559) | $ (303,435) | $ (203,889) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on available-for-sale securities | 75 | (44) | 391 | (295) |
Comprehensive loss | (160,628) | (2,603) | (303,044) | (204,184) |
Comprehensive loss (income) attributable to redeemable convertible noncontrolling interests and noncontrolling interests | 2,804 | (7,297) | 5,380 | (2,364) |
Comprehensive loss attributable to common stockholders of BridgeBio | $ (157,824) | $ (9,900) | $ (297,664) | $ (206,548) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Noncontrolling Interests and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Equity Compensation Plans | Employee Stock Purchase Plan | Satisfy Tax Withholding | Redeemable Convertible Noncontrolling Interests | Common Stock | Common Stock Equity Compensation Plans | Common Stock Employee Stock Purchase Plan | Common Stock Satisfy Tax Withholding | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Equity Compensation Plans | Additional Paid-in Capital Employee Stock Purchase Plan | Additional Paid-in Capital Satisfy Tax Withholding | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Parent | Parent Equity Compensation Plans | Parent Employee Stock Purchase Plan | Parent Satisfy Tax Withholding | Non-controlling Interests | |||
Beginning balance at Dec. 31, 2021 | [1] | $ (867,002) | $ 154 | $ (275,000) | $ 841,530 | $ (132) | $ (1,436,966) | $ (870,414) | $ 3,412 | |||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | [1] | $ 1,423 | ||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 147,343,323 | 6,191,761 | |||||||||||||||||||||
Issuance of shares | $ 104 | $ 966 | $ 104 | $ 966 | $ 104 | $ 966 | ||||||||||||||||||
Issuance of shares, shares | 229,926 | 127,635 | ||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | $ (110) | $ (110) | $ (110) | |||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (12,491) | |||||||||||||||||||||||
Stock-based compensation | 25,423 | 25,423 | 25,423 | |||||||||||||||||||||
Issuance of noncontrolling interests | 89 | 89 | ||||||||||||||||||||||
Transfers from (to) noncontrolling interests | 48 | (317) | (317) | 365 | ||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | (47) | |||||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | (251) | (251) | (251) | |||||||||||||||||||||
Net loss | (200,290) | (196,397) | (196,397) | (3,893) | ||||||||||||||||||||
Temporary Equity, net loss | (1,040) | |||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | (1,041,023) | $ 154 | $ (275,000) | 867,596 | (383) | (1,633,363) | (1,040,996) | (27) | ||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2022 | 336 | |||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2022 | 147,688,393 | 6,191,761 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | [1] | (867,002) | $ 154 | $ (275,000) | 841,530 | (132) | (1,436,966) | (870,414) | 3,412 | |||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | [1] | 1,423 | ||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 147,343,323 | 6,191,761 | |||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | (295) | |||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (1,013,514) | $ (275,000) | 892,960 | (427) | (1,643,219) | (1,025,532) | 12,018 | |||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2022 | (1,499) | |||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 148,243,197 | 6,191,761 | ||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | (1,041,023) | $ 154 | $ (275,000) | 867,596 | (383) | (1,633,363) | (1,040,996) | (27) | ||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2022 | 336 | |||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2022 | 147,688,393 | 6,191,761 | ||||||||||||||||||||||
Issuance of shares | 56 | 56 | 56 | |||||||||||||||||||||
Issuance of shares, shares | 609,058 | |||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | (366) | (366) | (366) | |||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (54,254) | |||||||||||||||||||||||
Stock-based compensation | 23,901 | 23,901 | 23,901 | |||||||||||||||||||||
Issuance of noncontrolling interests | 4,686 | 4,686 | ||||||||||||||||||||||
Transfers from (to) noncontrolling interests | (144) | 1,773 | 1,773 | (1,917) | ||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | 144 | |||||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | (44) | (44) | (44) | |||||||||||||||||||||
Net loss | (580) | (9,856) | (9,856) | 9,276 | ||||||||||||||||||||
Temporary Equity, net loss | (1,979) | |||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (1,013,514) | $ (275,000) | 892,960 | (427) | (1,643,219) | (1,025,532) | 12,018 | |||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2022 | (1,499) | |||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 148,243,197 | 6,191,761 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | (1,243,335) | [2] | $ 157 | $ (275,000) | 938,703 | (328) | (1,918,149) | (1,254,617) | 11,282 | ||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | (1,589) | (1,589) | [1] | |||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | [1] | 150,625,572 | 6,191,761 | |||||||||||||||||||||
Issuance of shares | $ 193 | $ 1,809 | $ 1 | $ 192 | $ 1,809 | $ 193 | $ 1,809 | |||||||||||||||||
Issuance of shares, shares | 834,427 | 192,200 | ||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | $ (512) | $ (512) | $ (512) | |||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (40,491) | |||||||||||||||||||||||
Stock-based compensation | 24,330 | 24,330 | 24,330 | |||||||||||||||||||||
Issuance of common stock under Follow-on offering | 143,016 | $ 9 | 143,007 | 143,016 | ||||||||||||||||||||
Issuance of common stock under Follow-on offering, shares | 8,823,530 | |||||||||||||||||||||||
Issuance of noncontrolling interests | 42 | 42 | ||||||||||||||||||||||
Transfers from (to) noncontrolling interests | (1,633) | (2,843) | (2,843) | 1,210 | ||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | 1,633 | |||||||||||||||||||||||
Deconsolidation of PellePharm | 3,950 | 1,949 | 850 | 2,799 | 1,151 | |||||||||||||||||||
Temporary Equity, deconsolidation of PellePharm | 899 | |||||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | 316 | 316 | 316 | |||||||||||||||||||||
Net loss | (141,585) | (140,156) | (140,156) | (1,429) | ||||||||||||||||||||
Temporary Equity, net loss | (1,147) | |||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | (1,213,409) | $ 167 | $ (275,000) | 1,106,635 | (12) | (2,057,455) | (1,225,665) | 12,256 | ||||||||||||||||
Temporary equity, ending balance at Mar. 31, 2023 | (204) | |||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2023 | 160,435,238 | 6,191,761 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | (1,243,335) | [2] | $ 157 | $ (275,000) | 938,703 | (328) | (1,918,149) | (1,254,617) | 11,282 | ||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | (1,589) | (1,589) | [1] | |||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | [1] | 150,625,572 | 6,191,761 | |||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | 391 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | (1,349,971) | $ 168 | $ (275,000) | 1,128,100 | 63 | (2,215,354) | (1,362,023) | 12,052 | ||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2023 | 333 | 333 | ||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 161,419,931 | 6,191,761 | ||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | (1,213,409) | $ 167 | $ (275,000) | 1,106,635 | (12) | (2,057,455) | (1,225,665) | 12,256 | ||||||||||||||||
Temporary equity, beginning balance at Mar. 31, 2023 | (204) | |||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2023 | 160,435,238 | 6,191,761 | ||||||||||||||||||||||
Issuance of shares | 119 | $ 1 | 118 | 119 | ||||||||||||||||||||
Issuance of shares, shares | 1,006,597 | |||||||||||||||||||||||
Repurchase of shares to satisfy tax withholding | (1,203) | (1,203) | (1,203) | |||||||||||||||||||||
Repurchase of shares to satisfy tax withholding, shares | (85,374) | |||||||||||||||||||||||
Stock-based compensation | 24,614 | 24,614 | 24,614 | |||||||||||||||||||||
Issuance of common stock under Follow-on offering | 1,033 | 1,033 | 1,033 | |||||||||||||||||||||
Issuance of common stock under Follow-on offering, shares | 63,470 | |||||||||||||||||||||||
Issuance of noncontrolling interests | 40 | 40 | ||||||||||||||||||||||
Transfers from (to) noncontrolling interests | (1,918) | (3,097) | (3,097) | 1,179 | ||||||||||||||||||||
Temporary Equity, transfers from (to) noncontrolling interest | 1,918 | |||||||||||||||||||||||
Unrealized gain (losses) on available-for-sale securities | 75 | 75 | 75 | |||||||||||||||||||||
Net loss | (159,322) | (157,899) | (157,899) | (1,423) | ||||||||||||||||||||
Temporary Equity, net loss | (1,381) | |||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | (1,349,971) | $ 168 | $ (275,000) | $ 1,128,100 | $ 63 | $ (2,215,354) | $ (1,362,023) | $ 12,052 | ||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 333 | $ 333 | ||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 161,419,931 | 6,191,761 | ||||||||||||||||||||||
[1] The consolidated balances as of December 31, 2022 and 2021 are derived from the audited consolidated financial statements as of those dates. The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (303,435) | $ (203,889) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 49,085 | 52,409 |
Depreciation and amortization | 3,270 | 3,466 |
Noncash lease expense | 2,024 | 2,889 |
Accrual of payment-in-kind interest on term loan | 6,742 | 0 |
Loss on deconsolidation of PellePharm | 1,241 | 0 |
(Gain) loss from investment in equity securities, net | (2,399) | 23,228 |
Fair value of shares issued under license agreements | 0 | 4,567 |
Accretion of debt | 4,580 | 4,383 |
Fair value adjustment of warrants | (222) | 1,390 |
Loss on sale of certain assets | 0 | 6,261 |
Impairment of long-lived assets | 0 | 12,653 |
Gain from sale of priority review voucher, excluding transaction costs | 0 | (110,000) |
Gain from recognition of receivable from licensing and collaboration agreement | 0 | (12,500) |
Other noncash adjustments | (328) | 853 |
Changes in operating assets and liabilities: | ||
Receivable from licensing and collaboration agreements | 8,466 | 2,993 |
Prepaid expenses and other current assets | 1,057 | (3,021) |
Other assets | 32 | 8,691 |
Accounts payable | (4,098) | (3,090) |
Accrued compensation and benefits | (11,071) | (9,402) |
Accrued research and development liabilities | (11,322) | 5,953 |
Operating lease liabilities | (2,443) | (3,348) |
Deferred revenue | (3,184) | 16,641 |
Accrued professional and other liabilities | 4,330 | 7,785 |
Net cash used in operating activities | (257,675) | (191,088) |
Investing activities: | ||
Purchases of marketable securities | (19,754) | (119,611) |
Maturities of marketable securities | 41,550 | 293,919 |
Purchases of investment in equity securities | (71,504) | (10,930) |
Sales of investment in equity securities | 67,068 | 9,708 |
Decrease in cash and cash equivalents resulting from deconsolidation of PellePharm | (503) | 0 |
Payment for an intangible asset | 0 | (1,500) |
Proceeds from sale of priority review voucher | 0 | 110,000 |
Proceeds from sale of certain assets | 0 | 10,000 |
Purchases of property and equipment | (440) | (3,261) |
Net cash provided by investing activities | 16,417 | 288,325 |
Financing activities: | ||
Proceeds from issuance of common stock through Follow-on offering, net | 144,049 | 0 |
Repayment of term loan | 0 | (20,486) |
Proceeds from BridgeBio common stock issuances under ESPP | 1,809 | 966 |
Repurchase of shares to satisfy tax withholding | (1,715) | (476) |
Issuance costs associated with term loan | 0 | (1,120) |
Proceeds from stock option exercises, net of repurchases | 312 | 160 |
Other financing activities | 4,563 | 0 |
Net cash provided by (used in) financing activities | 149,018 | (20,956) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (92,240) | 76,281 |
Cash, cash equivalents and restricted cash at beginning of period | 416,884 | 396,365 |
Cash, cash equivalents and restricted cash at end of period | 324,644 | 472,646 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 28,738 | 25,435 |
Supplemental Disclosures of Noncash Investing and Financing Information: | ||
Payment-in-kind interest added to principal of term loan | 0 | 5,075 |
Unpaid property and equipment | 131 | 73 |
Transfers (to) from noncontrolling interests (Note 5) | (5,940) | 1,456 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash: | ||
Cash and cash equivalents | 302,438 | 470,098 |
Restricted cash | 19,930 | 0 |
Restricted cash - Included in "Prepaid expenses and other current assets" | 0 | 140 |
Restricted cash - Included in "Other assets" | 2,276 | 2,408 |
Total cash, cash equivalents and restricted cash at end of period shown in the condensed consolidated statements of cash flows | $ 324,644 | $ 472,646 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On June 6, 2023 , Randal W. Scott, Ph.D . , a member of our Board of Directors , adopted a trading plan for the sale of a maximum of 16,000 shares of our common stock (the “June 6 Plan”). The June 6 Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and is expected to remain in effect until the earlier of (1) September 30, 2024 and (2) the date on which an aggregate of 16,000 shares of our common stock have been sold under such plan. On June 15, 2023 , Frank McCormick , Ph.D., a member of our Board of Directors , adopted a trading plan for the sale of a maximum of 200,000 shares of our common stock (the “June 15 Plan”). The June 15 Plan is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and is expected to remain in effect until the earlier of (1) September 19, 2024 and (2) the date on which an aggregate of 200,000 shares of our common stock have been sold under such plan. |
Randal W. Scott [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Frank McCormick [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Trading Plan [Member] | Randal W. Scott [Member] | |
Trading Arrangements, by Individual | |
Name | Randal W. Scott, Ph.D |
Title | Board of Directors |
Adoption Date | June 6, 2023 |
Aggregate Available | 16,000 |
Rule 10b5-1 Trading Plan [Member] | Frank McCormick [Member] | |
Trading Arrangements, by Individual | |
Name | Frank McCormick |
Title | Board of Directors |
Adoption Date | June 15, 2023 |
Aggregate Available | 200,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and De scription of Business BridgeBio Pharma, Inc. (“BridgeBio” or the “Company”) is a commercial-stage biopharmaceutical company founded to discover, create, test and deliver transformative medicines to treat patients who suffer from genetic diseases and cancers with clear genetic drivers. BridgeBio’s pipeline of development programs ranges from early science to advanced clinical trials. BridgeBio was founded in 2015 and its team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. Since inception, BridgeBio has either created wholly-owned subsidiaries or has made investments in certain controlled entities, including partially-owned subsidiaries for which BridgeBio has a majority voting interest, and variable interest entities (“VIEs”) for which BridgeBio is the primary beneficiary (collectively, “we”, “our”, “us”). BridgeBio is headquartered in Palo Alto, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of BridgeBio Pharma, Inc. and its wholly-owned subsidiaries and controlled entities, substantially all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record “Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests” in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. In determining whether an entity is considered a controlled entity, we applied the VIE and Voting Interest Entity (“VOE”) models. We assess whether we are the primary beneficiary of a VIE based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it has a controlling financial interest in the entity through its ownership of greater than 50 % of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. We assess whether we are the primary beneficiary of a VIE or whether we have a majority voting interest for entities consolidated under the VOE model at the inception of the arrangement and at each reporting date. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, stockholders’ deficit and our cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim periods. Cash, Cash Equivalents and Marketable Securities We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds and repurchase agreements collateralized with securities issued by the U.S. government or its agencies. Our marketable securities consist of high investment grade fixed income securities that are primarily invested in commercial paper and U.S. government securities. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the condensed consolidated balance sheets with related unrealized gains and losses included as a component of stockholders’ deficit. We classify our marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity which is included in interest income on the condensed consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in “Other income (expense), net”. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Our cash, cash equivalents and marketable securities are exposed to credit risk in the event of default by the third parties that hold or issue such assets. Our cash, cash equivalents and marketable securities are held by financial institutions that management believes are of high credit quality. Our investment policy limits investments to fixed income securities denominated and payable in U.S. dollars such as corporate bonds, corporate commercial paper, U.S. government obligations, and money market funds, and places restrictions on maturities and concentrations by type and issuer. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts shown in the condensed consolidated statements of cash flows: June 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 302,438 $ 376,689 Restricted cash 19,930 37,930 Restricted cash, non-current — included in “ Other assets ” 2,276 2,265 Total cash, cash equivalents and restricted cash $ 324,644 $ 416,884 Restricted Cash Restricted cash primarily represents funds in a controlled account that was established in connection with the Second Amendment of the Company’s Loan and Security Agreement that is described in Note 9. The use of such non-interest-bearing cash is restricted per the terms of the underlying amended loan agreement and is to be used solely for certain research and development expenses directly attributable to the performance of obligations associated with the Navire-BMS License Agreement, which is further described in Note 10. As of June 30, 2023 and December 31, 2022, restricted cash related to this agreement was $ 19.8 million and $ 37.8 million, respectively, which is presented as part of “Restricted cash” on the condensed consolidated balance sheets. Additionally, under certain lease agreements and letters of credit, we have pledged cash and cash equivalents as collateral. As of June 30, 2023, restricted cash related to such agreements was $ 0.1 million and $ 2.2 million, which is presented as part of “Restricted cash” and “ Other assets ”, respectively, on the condensed consolidated balance sheets. As of December 31, 2022, restricted cash related to such agreements was $ 0.1 million and $ 2.3 million, which is presented as part of “Restricted cash” and “ Other assets ”, respectively, on the condensed consolidated balance sheets. Accrued Professional and Other Accrued Liabilities Accrued professional and other accrued liabilities presented on the condensed consolidated balance sheets consisted of the following balances: June 30, 2023 December 31, 2022 (in thousands) Accrued interest $ 17,523 $ 17,500 Milestone liability 6,000 2,500 Accrued professional services 4,881 1,790 Short-term liability 4,634 — Other accrued liabilities 6,234 5,190 Accrued professional and other accrued liabilities $ 39,272 $ 26,980 Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and restricted cash. Substantially all of our cash, cash equivalents, marketable securities and restricted cash are held in financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Although management currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. We are subject to certain risks and uncertainties and we believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which we rely, development of sales channels, protection of our intellectual property, litigation or claims against us based on intellectual property, patent, product, regulatory, clinical or other factors, and our ability to attract and retain employees necessary to support our growth. We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expect to continue to rely on a small number of manufacturers to supply us with our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Due to the COVID-19 pandemic we have experienced delays in or temporary suspensions of the enrollment of patients in our subsidiaries’ ongoing clinical trials. We may continue to experience delays in certain ongoing key program activities, including commencement of planned clinical trials, as well as non-clinical experiments and Investigational New Drug Application-enabling good laboratory practice toxicology studies. In response to the COVID-19 pandemic, we have implemented safety measures to protect our patient community, employees, partners, suppliers and stockholders. In May 2023, the World Health Organization declared that COVID-19 is no longer a global health emergency. However, we cannot predict the impact COVID-19 or any future pandemic may have on global business operations and economic conditions, or on our business or strategy, including the effects on our ongoing and planned clinical development activities and prospects or on our financial and operating results. 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, liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to: • accruals for research and development activities and contingent clinical, development, regulatory, and sales-based milestone payments in our in-licensing agreements and asset acquisitions, • accruals for performance-based milestone compensation arrangements, • determining and allocating the transaction price to performance obligations for transactions accounted for under ASC 606, Revenue from Contracts with Customers, • the expected recoverability and estimated useful lives of our long-lived assets, and • additional charges as a result of, or that are associated with, any restructuring initiative as well as impairment and related charges. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from those estimates or assumptions. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: June 30, 2023 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 52,591 $ 52,591 $ — $ — Treasury bills 127,531 — 127,531 — Agency discount notes 107,544 — 107,544 — Total cash equivalents 287,666 52,591 235,075 — Marketable securities: Commercial paper 10,907 — 10,907 — Treasury bills 19,962 — 19,962 — Total marketable securities 30,869 — 30,869 — Investment in equity securities 50,487 50,487 — — LianBio Warrant 792 792 — — Total financial assets $ 369,814 $ 103,870 $ 265,944 $ — Liabilities Embedded derivative $ 1,624 $ — $ — $ 1,624 Short-term liability 4,634 4,634 — — Total financial liabilities $ 6,258 $ 4,634 $ — $ 1,624 December 31, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 202,250 $ 202,250 $ — $ — Commercial paper 159,758 — 159,758 — Total cash equivalents 362,008 202,250 159,758 — Marketable securities: Commercial Paper 51,580 — 51,580 — Total marketable securities 51,580 — 51,580 — Investment in equity securities 43,653 43,653 — — LianBio Warrant 570 570 — — Total financial assets $ 457,811 $ 246,473 $ 211,338 $ — Liability Embedded derivative $ 1,201 $ — $ — $ 1,201 There were no transfers between Level 1, Level 2 or Level 3 during the periods presented. There are uncertainties on the fair value measurement of the instrument classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements. Marketable Securities The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Investments in Equity Securities We have investments in equity securities of publicly held companies and we do not have restrictions on our ability to sell these securities. We have classified our investments in equity securities within Level 1, as the fair value of these equity securities are derived from observable inputs such as quoted prices in active markets. Our investments in equity securities had an aggregate fair value of $ 39.1 million and $ 35.5 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, we also have an investment in LianBio whose fair value amounted to $ 11.4 million and $ 8.2 million, respectively. Total realized and unrealized gains and losses associated with investment in equity securities during the periods presented consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Net realized gains (losses) recognized on investment in equity securities sold $ 1,638 $ ( 141 ) $ 8,796 $ ( 1,385 ) Net unrealized losses recognized on investment in equity securities held as of the end of the period ( 203 ) ( 10,221 ) ( 6,397 ) ( 21,843 ) Total net gains (losses) included in “Other income expense, net” $ 1,435 $ ( 10,362 ) $ 2,399 $ ( 23,228 ) LianBio Warrant As of June 30, 2023 and December 31, 2022 our subsidiary, QED Therapeutics, Inc. (“QED”), held a warrant which entitles QED to purchase shares of LianBio (the “LianBio Warrant”, see Note 6). We classify the LianBio Warrant, which pertains to an equity security of a publicly held company, within Level 1 as the fair value of this equity security is derived from observable inputs such as quoted prices in an active market. Notes The fair values of our 2.25% convertible senior notes due 2029 (the “2029 Notes”) and our 2.50% convertible senior notes due 2027 (the “2027 Notes”) (collectively, the “Notes”, see Note 9), which differ from their respective carrying values, are determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs. As of June 30, 2023, the estimated fair value of our 2029 Notes and 2027 Notes, which have aggregate face values of $ 747.5 million and $ 550.0 million, respectively, were $ 461.7 million and $ 415.1 million, respectively, based on their market prices on the last trading day for the period. As of December 31, 2022, the estimated fair value of our 2029 Notes and 2027 Notes were $ 314.0 million and $ 218.6 million, respectively, based on the market price on the last trading day for the period. Term Loan The fair value of our outstanding term loan (see Note 9) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with a market interest rate, which is a Level 2 input. The estimated fair value of our outstanding term loan as of June 30, 2023 and December 31, 2022 was $ 381.3 million and $ 377.2 million , respectively. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2023 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds and securities issued by the U.S. government or its agencies. Our marketable securities consist of high investment grade fixed income securities that are primarily invested in commercial paper and U.S. government securities. Cash equivalents and marketable securities classified as available-for-sale consisted of the following: June 30, 2023 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 52,591 $ — $ — $ 52,591 Treasury bills 127,501 30 — 127,531 Agency discount notes 107,495 49 — 107,544 Total cash equivalents 287,587 79 — 287,666 Marketable securities: Commercial paper 10,927 — ( 20 ) 10,907 Treasury bills 19,958 4 — 19,962 Total marketable securities 30,885 4 ( 20 ) 30,869 Total cash equivalents and marketable securities $ 318,472 $ 83 $ ( 20 ) $ 318,535 December 31, 2022 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 202,250 $ — $ — $ 202,250 Commercial paper 159,812 — ( 54 ) 159,758 Total cash equivalents 362,062 — ( 54 ) 362,008 Marketable securities: Commercial paper 51,854 — ( 274 ) 51,580 Total marketable securities 51,854 — ( 274 ) 51,580 Total cash equivalents and marketable securities $ 413,916 $ — $ ( 328 ) $ 413,588 There have been no significant realized gains or losses on available-for-sale securities for the periods presented. There were no available-for-sale securities that have been in a continuous unrealized loss position for more than 12 months. As of June 30, 2023 and December 31, 2022 our marketable securities have average contractual maturities of approximately 2 months and 6 months , respectively. We believe that we have the ability to realize the full value of all of these investments upon their respective maturities. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 5. Noncontrolling Interests As of June 30, 2023 and December 31, 2022, we had both redeemable convertible noncontrolling interests and noncontrolling interests in consolidated partially-owned entities, for which BridgeBio is the primary beneficiary under the VIE model. These balances are reported as separate components outside stockholders’ deficit in “Redeemable convertible noncontrolling interests” and as part of stockholders’ deficit in “Noncontrolling interests” in the condensed consolidated balance sheets. We adjust the carrying value of noncontrolling interests to reflect the book value attributable to noncontrolling shareholders of consolidated partially-owned entities when there is a change in the ownership during the respective reporting period and such adjustments are recorded to additional paid-in capital. For the three and six months ended June 30, 2023, the adjustments in the aggregate amounted to $ ( 3.1 ) million and $ ( 5.9 ) million, respectively. For the three and six months ended June 30, 2022, the adjustments in the aggregate amounted to $ 1.8 million and $ 1.5 million, respectively. All such adjustments are disclosed within the “Transfers from (to) noncontrolling interests” line item in the condensed consolidated statements of redeemable convertible noncontrolling interests and stockholders’ deficit. |
Other Equity Investments
Other Equity Investments | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method And Cost Method Investment [Abstract] | |
Other Equity Investments | 6. Other Equity Investments LianBio In October 2019, our subsidiary, BridgeBio Pharma LLC (“BBP LLC”), entered into an exclusivity agreement with LianBio, pursuant to which BBP LLC received equity in LianBio. We account for BBP LLC’s equity interest in LianBio under ASC 321 Investments - Equity Securities as an investment in equity securities. For the three and six months ended June 30, 2023, we recorded an unrealized gain of $ 1.6 million and $ 3.2 million, respectively, for the ongoing mark-to-market adjustments of our investment, see Note 3. For the three and six months ended June 30, 2022, we recorded an unrealized loss of $ 7.7 million and $ 20.0 million, respectively, for the ongoing mark-to-market adjustments of our investment. As of June 30, 2023 and December 31, 2022, we recorded $ 57.1 million and $ 60.3 million, respectively, in cumulative unrealized loss for the ongoing mark-to-market adjustments of this investment. Pursuant to a License Agreement entered into in October 2019 between QED and LianBio, QED also received warrants which entitled QED to purchase 10 % of the then-fully diluted shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones. Changes in fair value of the warrants were not material for the three and six months ended June 30, 2023 and 2022. In October 2021, the warrants held by QED to purchase shares of one of the subsidiaries of LianBio were converted into the LianBio Warrant, which entitles QED to purchase 347,569 shares of LianBio. The LianBio Warrant is measured at fair value on a recurring basis, with changes in fair value recognized in our condensed consolidated statements of operations as part of “Other income (expense), net.” The LianBio Warrant, which is presented as part of “Other assets” in our condensed consolidated balance sheets, had a fair value of $ 0.8 million and $ 0.6 million as of June 30, 2023 and December 31, 2022, respectively. PellePharm As of April 15, 2021, BridgeBio had been the primary beneficiary of PellePharm as it had power over key decisions that significantly impact PellePharm’s economic performance. BridgeBio also had the obligation to absorb losses or the right to receive benefits from PellePharm that could potentially be significant to PellePharm through its common and preferred stock interest in PellePharm. Accordingly, BridgeBio had consolidated PellePharm during the period April 15, 2021 through December 31, 2022. On January 16, 2023, PellePharm's board of directors authorized the assignment of all PellePharm's assets to PellePharm ABC, LLC for liquidation and distribution under the General Assignment for the Benefit of Creditors (“ABC”). As part of the ABC proceedings, PellePharm's board of directors resigned effective March 6, 2023. The date the board of directors resigned was determined to be a VIE reconsideration event. Based on the changes to PellePharm’s governance structure and composition of the board of directors as a result of the ABC, BridgeBio was no longer the primary beneficiary, as it no longer had the power over key decisions that significantly impact PellePharm’s economic performance. Accordingly, during the three months ended March 31, 2023, BridgeBio deconsolidated PellePharm and recognized a loss of $ 1.2 million which is presented as part of “Other income (expense), net” on the condensed consolidated statements of operations for the six months ended June 30, 2023 . |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets, net The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections: June 30, 2023 December 31, 2022 Weighted-average Amount Weighted-average Amount (in thousands) (in thousands) Gross amount 11.5 years $ 32,500 12.0 years $ 32,500 Less: accumulated amortization ( 4,985 ) ( 3,788 ) Total $ 27,515 $ 28,712 Amortization expense recorded as part of cost of revenue for the three and six months ended June 30, 2023 was $ 0.6 million and $ 1.2 million, respectively. Amortization expense recorded as part of cost of revenue for the three and six months ended June 30, 2022 was $ 0.6 million and $ 1.2 million, respectively. Future amortization expense is $ 1.2 million for the remainder of 2023, $ 2.4 million for each of the years from 2024 to 2027 and $ 16.7 million thereafter. Novartis License Agreement In January 2018, QED entered into a License Agreement with Novartis International Pharmaceutical, Inc. or Novartis, pursuant to which QED acquired certain intellectual property rights, including patents and know-how, related to infigratinib for the treatment of patients with fibroblast growth factor receptor (“FGFR”) driven diseases. QED accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified asset, in-process research and development, or IPR&D, thus satisfying the requirements of the screen test in ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business . The assets acquired and liabilities assumed in the transaction were measured based on their fair values. The fair value of the IPR&D acquired was charged to research and development expense as it had no alternative future use at the time of the acquisition. If certain substantial milestones are met, QED could be required to pay up to $ 60.0 million in regulatory milestone payments, $ 35.0 million in sales-based milestone payments, and pay royalties of up to low double-digit percentages on net sales. Following the U.S. Food and Drug Administration (“FDA”) approval of TRUSELTIQ TM in May 2021, we paid a one-time regulatory milestone payment to Novartis of $ 20.0 million. We capitalized such payment as a finite-lived intangible asset and amortize the amount over its estimated useful life on a straight-line basis. In March 2023, the FDA permanently discontinued the distribution of TRUSELTIQ TM and all clinical investigations under the associated Investigational New Drug application (“IND”) are discontinued as of March 2023 due to difficulty enrolling study patients for the required confirmation trial. However, the intellectual property rights, patents and know-how related to infigratinib is being applied to other clinical investigations for FGFR-driven diseases. Asset Purchase Agreement with Alexion In June 2018, our subsidiary Origin Biosciences, Inc. (“Origin”), entered into an Asset Purchase Agreement with Alexion Pharma Holding Unlimited Company, or Alexion, to acquire intellectual property rights, including patent rights, know-how, and contracts, related to the ALXN1101 molecule. Origin accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified asset, or IPR&D, thus satisfying the requirements of the screen test in ASU 2017-01. The assets acquired and liabilities assumed in the transaction were measured based on their fair values. The fair value of the IPR&D acquired was charged to research and development expense as it had no alternative future use at the time of the acquisition. Pursuant to the Asset Purchase Agreement, Origin was required to pay $ 15.0 million upon the satisfaction of a certain condition, which was met in 2021. We capitalized the amount as a finite-lived intangible asset and amortize it over its estimated useful life on a straight-line basis. In addition, under the Asset Purchase Agreement, Origin could be required to pay up to $ 17.0 million in sales-based milestone payments and royalties of up to low double-digit percentages on net sales. In connection with the Asset Purchase Agreement entered between Origin and Sentynl Therapeutics, Inc. (“Sentynl”), in March 2022, or the Origin-Sentynl APA, (see Note 11), Sentynl assumed the obligation to pay sales-based milestone payments and royalties to Alexion that occur subsequent to the closing of the Origin-Sentynl APA when they become due. Origin will continue to be responsible for a regulatory-based milestone payment upon first pricing approval in a European Medicines Agency, or EMA, country of up to $ 1.0 million when it becomes due. As a result of the Origin-Sentynl APA, we also derecognized the associated intangible asset with a net book value of $ 13.5 million as this was part of the assets that were transferred to Sentynl. Diagnostics Agreement with Foundation Medicine In November 2018, QED and Foundation Medicine, Inc. (“FMI”), entered into a companion diagnostics agreement relating to QED’s drug discovery and development initiatives. Pursuant to the agreement, QED could be required to pay $ 12.5 million in regulatory approval milestones over a period of four years subsequent to the FDA approval of a companion diagnostic for TRUSELTIQ TM in patients with cholangiocarcinoma. The FDA approved the companion diagnostic for TRUSELTIQ TM in May 2021, which resulted in the capitalization of $ 12.5 million as a finite-lived intangible asset to be amortized over its estimated useful life on a straight-line basis. While the FDA had permanently discontinued the distribution of TRUSELTIQ TM and all clinical investigations under the associated IND were discontinued as of March 2023, the FMI companion diagnostics agreement drug discovery and development initiatives is being applied to other clinical investigations. As of June 30, 2023, the amount due to FMI is presented in our condensed consolidated balance sheets as $ 6.0 million in “Accrued professional and other accrued liabilities” and $ 5.0 million in “Other long-term liabilities”, respectively. As of December 31, 2022, the amount due to FMI is presented in our condensed consolidated balance sheets as $ 2.5 million in “Accrued professional and other accrued liabilities” and $ 8.5 million in “Other long-term liabilities” , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Milestone Compensation Arrangements We have performance-based milestone compensation arrangements with certain employees and consultants, whose vesting is contingent upon meeting various milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion. We also have performance-based milestone compensation arrangements with certain employees and consultants as part of the 2020 Stock and Equity Award Exchange Program (the “Exchange Program”, see Note 15). The compensation arrangements under the Exchange Program are to be settled in the form of equity only. Performance-based milestone awards that are settled in the form of equity are satisfied in the form of fully-vested restricted stock awards (“RSAs”). We accrue for such contingent compensation when the related milestone is probable of achievement and is recorded in “Accrued compensation and benefits” for the current portion and in “Other long-term liabilities” for the noncurrent portion in the condensed consolidated balance sheets. There is no accrued compensation expense for performance-based milestone awards that are assessed to be not probable of achievement. The table below shows our commitment for the potential milestone amounts and the accruals for milestones deemed probable of achievement as of June 30, 2023. Potential Fixed Monetary Accrued (1) Settlement Type (in thousands) Cash $ 9,994 $ 807 Stock (2) 52,482 8,322 Cash or stock at our sole discretion 130,922 3,534 Total $ 193,398 $ 12,663 (1) Amount recorded for performance-based milestone awards that are probable of achievement. (2) Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. Other Research and Development and Commercial Agreements We may also enter into contracts in the normal course of business with contract research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies, and other services and products for commercial and operating purposes. These contracts generally provide for termination on notice with potential termination charges. As of June 30, 2023 , there were no material amounts accrued related to termination charges . As of December 31, 2022 , we had liabilities for certain fees that we have incurred related to reprioritization of our research and development projects of approximately $ 3.3 million (see Note 16). Indemnification In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by us, our negligence or willful misconduct, violations of law, or intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No material demands have been made upon us to provide indemnification under such agreements, and thus, there are no claims that we are aware of that could have a material effect on our condensed consolidated financial statements. We also maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors. To date, we have not incurred any material costs and have not accrued any material liabilities in the condensed consolidated financial statements as a result of these provisions. Contingencies From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We are not currently a party to any material legal proceedings. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Notes 2029 Notes, net On January 28, 2021, we issued an aggregate of $ 717.5 million principal amount of our 2029 Notes pursuant to an Indenture dated January 28, 2021 (the “2029 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2029 Notes Trustee”), in a private offering to qualified institutional buyers (the “2021 Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Notes issued in the 2021 Note Offering include $ 67.5 million aggregate principal amount of 2029 Notes sold to the initial purchasers (the “2029 Notes Initial Purchasers”) pursuant to the exercise in part of the 2029 Notes Initial Purchasers’ option to purchase $ 97.5 million principal amount of additional 2029 Notes. On January 28, 2021, the 2029 Notes Initial Purchasers exercised the remaining portion of their option to purchase $ 30.0 million principal amount of additional 2029 Notes. The sale of those additional 2029 Notes closed on February 2, 2021, which resulted in the total aggregate principal amount of $ 747.5 million. The 2029 Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021 , at a rate of 2.25 % per year. The 2029 Notes will mature on February 1, 2029 , unless earlier converted, redeemed or repurchased. The 2029 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election. We received net proceeds from the 2021 Note Offering of approximately $ 731.4 million, after deducting the 2029 Notes Initial Purchasers’ discount (there were no direct offering expenses borne by us for the 2029 Notes). We used approximately $ 61.3 million of the net proceeds from the 2021 Note Offering to pay for the cost of the 2021 Capped Call Transactions described below and approximately $ 50.0 million to pay for the repurchase of shares of BridgeBio common stock described below. A holder of 2029 Notes may convert all or any portion of its 2029 Notes at its option at any time prior to the close of business on the business day immediately preceding November 1, 2028 in multiples of $ 1,000 only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • During the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2029 Notes Indenture) per $ 1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day; • If we call such notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events, as defined in the 2029 Notes Indenture. On or after November 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2029 Notes at any time, regardless of the foregoing. The conversion rate will initially be 10.3050 shares of BridgeBio’s common stock per $ 1,000 principal amount of 2029 Notes (equivalent to an initial conversion price of approximately $ 97.04 per share of BridgeBio’s common stock, for a total of approximately 7,702,988 shares). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2029 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 11,361,851 shares of BridgeBio’s common stock. We may not redeem the 2029 Notes prior to February 6, 2026. We may redeem for cash all or any portion of the 2029 Notes, at our option, on a redemption date occurring on or after February 6, 2026 and on or before the 41 st scheduled trading day immediately before the maturity date, under certain circumstances. No sinking fund is provided for the Notes. If we undergo a fundamental change (as defined in the 2029 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2029 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2029 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2029 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2029 Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to be immediately due and payable. The 2029 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2029 Notes; equal in right of payment with all of our liabilities that are not so subordinated, including our 2027 Notes; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In connection with the issuance of the 2029 Notes, we incurred approximately $ 16.1 million of debt issuance costs, which consisted of initial purchasers’ discounts. This was recorded as a reduction in the carrying value of the debt in the condensed consolidated balance sheets and is amortized to interest expense using the effective interest method over the expected life of the 2029 Notes or approximately their eight-year term. 2027 Notes, net On March 9, 2020, we issued an aggregate principal amount of $ 550.0 million of our 2027 Notes, pursuant to an Indenture dated March 9, 2020 (the “ 2027 Notes Indenture”), between us and U.S. Bank National Association, as trustee (the “2027 Notes Trustee”), in a private offering to qualified institutional buyers (the “2020 Note Offering”) pursuant to Rule 144A under the Securities Act. The 2027 Notes issued in the 2020 Note Offering include $ 75.0 million in aggregate principal amount of 2027 Notes sold to the initial purchasers (the “2027 Notes Initial Purchasers”) resulting from the exercise in full of their option to purchase additional 2027 Notes. The 2027 Notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020 , at a rate of 2.50 % per year. The 2027 Notes will mature on March 15, 2027 , unless earlier converted or repurchased . The 2027 Notes are convertible into cash, shares of BridgeBio’s common stock or a combination of cash and shares of BridgeBio’s common stock, at our election. We received net proceeds from the 2020 Note Offering of approximately $ 537.0 million, after deducting the 2027 Notes Initial Purchasers’ discount and offering expenses. We used approximately $ 49.3 million of the net proceeds from the 2020 Note Offering to pay for the cost of the 2020 Capped Call Transactions described below, and approximately $ 75.0 million to pay for the repurchase of shares of BridgeBio common stock described below. A holder of 2027 Notes may convert all or any portion of its 2027 Notes at its option at any time prior to the close of business on the business day immediately preceding December 15, 2026 in multiples of $ 1,000 only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of BridgeBio’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • During the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2027 Notes Indenture) per $ 1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of BridgeBio’s common stock and the conversion rate on each such trading day; or • Upon the occurrence of specified corporate events, as defined in the 2027 Notes Indenture. On or after December 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2027 Notes at any time, regardless of the foregoing. The conversion rate will initially be 23.4151 shares of BridgeBio’s common stock per $ 1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $ 42.71 per share of BridgeBio’s common stock, for a total of approximately 12,878,305 shares). Based on the closing price of our common stock on June 30, 2023, the if-converted value of the 2027 Notes did not exceed its principal amount. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event. The maximum number of shares issuable should there be an increase in the conversion rate is 17,707,635 shares of BridgeBio’s common stock. We may not redeem the 2027 Notes prior to the maturity date, and no sinking fund is provided for the 2027 Notes. If we undergo a fundamental change (as defined in the 2027 Notes Indenture), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2027 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2027 Notes Trustee or the holders of not less than 25 % in aggregate principal amount of the 2027 Notes then outstanding may declare the entire principal amount of all the 2027 Notes plus accrued special interest, if any, to be immediately due and payable. The 2027 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2027 Notes; equal in right of payment with all of BridgeBio’s liabilities that are not so subordinated, including our 2029 Notes; effectively junior to any of BridgeBio’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In accounting for the issuance of the 2027 Notes in 2020 under ASC 470-20, Debt: Debt with Conversion and Other Options , we separately accounted for the liability and equity components of the 2027 Notes by allocating the proceeds between the liability component and the embedded conversion options, or equity component, due to our ability to settle the 2027 Notes in cash, BridgeBio common stock, or a combination of cash and BridgeBio common stock at our option. Effective January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) , and, as a result, we no longer separately account for the liability and equity components of the 2027 Notes, and, instead, account for our 2027 Notes wholly as debt. In connection with the issuance of the 2027 Notes, we incurred approximately $ 13.0 million of debt issuance costs, which primarily consisted of initial purchasers’ discounts and legal and other professional fees. We allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity component totaling approximately $ 4.1 million was recorded as a reduction to additional paid-in capital in 2020. The portion of these costs allocated to the liability component totaling approximately $ 8.9 million was recorded as a reduction in the carrying value of the debt on the condensed consolidated balance sheet and was amortized to interest expense using the effective interest method over the expected life of the 2027 Notes or approximately their seven-year term. Additional Information Related to the Notes The outstanding Notes’ balances consisted of the following: June 30, 2023 December 31, 2022 2029 Notes 2027 Notes 2029 Notes 2027 Notes (in thousands) (in thousands) Principal $ 747,500 $ 550,000 $ 747,500 $ 550,000 Unamortized debt discount and issuance costs ( 11,560 ) ( 7,499 ) ( 12,512 ) ( 8,366 ) Net carrying amount $ 735,940 $ 542,501 $ 734,988 $ 541,634 The following table sets forth the total interest expense recognized and effective interest rates related to the Notes for the periods presented: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 477 436 913 952 867 1,819 Total interest and amortization expense $ 4,681 $ 3,873 $ 8,554 $ 9,361 $ 7,742 $ 17,103 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 466 424 890 929 844 1,773 Total interest and amortization expense $ 4,670 $ 3,861 $ 8,531 $ 9,338 $ 7,719 $ 17,057 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % As of June 30, 2023, interest payable on the 2029 and 2027 Notes amounted to $ 7.0 million and $ 4.0 million, respectively. As of December 31, 2022, interest payable on the 2029 and 2027 Notes amounted to $ 7.0 million and $ 4.0 million, respectively. Future minimum payments under the Notes as of June 30, 2023 are as follows: 2029 Notes 2027 Notes Total (in thousands) Remainder of 2023 $ 8,409 $ 6,875 $ 15,284 Year ending December 31: 2024 16,819 13,750 30,569 2025 16,819 13,750 30,569 2026 16,819 13,750 30,569 2027 16,819 556,875 573,694 Thereafter 772,729 — 772,729 Total future payments 848,414 605,000 1,453,414 Less amounts representing interest ( 100,914 ) ( 55,000 ) ( 155,914 ) Total principal amount $ 747,500 $ 550,000 $ 1,297,500 Capped Call and Share Repurchase Transactions with Respect to the Notes On each of January 25, 2021 and March 4, 2020, concurrently with the pricing of the 2029 Notes and 2027 Notes, respectively, we entered into separate privately negotiated capped call transactions (the “2021 Capped Call Transactions” and the “2020 Capped Call Transactions”, respectively), or, together, the Capped Call Transactions, with certain financial institutions, or the Capped Call Counterparties. We used approximately $ 61.3 million and $ 49.3 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering, respectively, to pay for the cost of the respective Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to BridgeBio’s common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $ 131.58 for the 2021 Capped Call Transactions and $ 62.12 for the 2020 Capped Call Transactions (both of which represented a premium of 100 % over the last reported sale price of BridgeBio’s common stock on the date of the Capped Call Transactions) and are subject to certain adjustments under the terms of the Capped Call Transactions. The 2021 Capped Calls and 2020 Capped Calls cover 7,702,988 shares and 12,878,305 shares, respectively, of our common stock (subject to anti-dilution and certain other adjustments), which are the same number of shares of common stock that initially underlie the Notes. The 2021 Capped Calls have an initial strike price of approximately $ 97.04 per share, which corresponds to the initial conversion price of the 2029 Notes. The 2020 Capped Calls have an initial strike price of approximately $ 42.71 per share, which corresponds to the initial conversion price of the 2027 Notes. The Capped Call Transactions are separate transactions, entered into by us with the Capped Call Counterparties, and are not part of the terms of the Notes. These Capped Call instruments meet the conditions outlined in ASC 815-40, Derivatives and Hedging, to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. We recorded a reduction to additional paid-in capital of approximately $ 61.3 million and $ 49.3 million for the years ended December 31, 2021 and 2020, respectively, related to the premium payments for the Capped Call Transactions. Additionally, we used approximately $ 50.0 million and $ 75.0 million of the net proceeds from the 2021 Note Offering and 2020 Note Offering to repurchase 759,993 shares and 2,414,681 shares, respectively, of our common stock concurrently with the closing of the Note Offerings from certain of the Notes’ Initial Purchasers in privately negotiated transactions. The agreed purchase price per share of common stock in the repurchases were $ 65.79 and $ 31.06 , which were the last reported sale prices per share of our common stock on The Nasdaq Global Select Market, or Nasdaq, on January 25, 2021 and March 4, 2020, respectively. The shares repurchased were recorded as treasury stock. Term Loan, net Loan and Security Agreement In November 2021, we entered into a Loan and Security Agreement (the “Loan Agreement,” and as amended by the First Amendment (as defined below) and the Second Amendment (as defined below), the “Amended Loan Agreement”), by and among (i) U.S. Bank National Association, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), (ii) certain lenders (the “Lenders”), (iii) BridgeBio, as a borrower, and (iv) certain subsidiaries of BridgeBio, as guarantors (the “Guarantors”). In May 2022, we entered into the First Amendment to the Loan Agreement (the “First Amendment”) and in November 2022, we entered into the Second Amendment to the Loan Agreement (the “Second Amendment”), as further described below. Pursuant to the original terms and conditions of the Loan Agreement, the Lenders agreed to extend term loans to us in an aggregate principal amount of up to $ 750.0 million, comprised of (i) a tranche 1 advance of $ 450.0 million (the “Tranche 1 Advance”), and (ii) a tranche 2 advance of $ 300.0 million (the “Tranche 2 Advance”) (collectively, the “Term Loan Advances”). The Tranche 1 Advance under the Loan Agreement was funded on November 17, 2021. The Tranche 2 Advance remained available for funding until December 31, 2022, which was available at our election after the occurrence of certain milestone events relating to data from our clinical trials. The terms related to the Tranche 2 Advance were modified in the First Amendment and Second Amendment as further discussed below. The First Amendment’s term included the reduction of the aggregate amount of the Tranche 2 Advance from $ 300.0 million to $ 100.0 million. The Second Amendment eliminated the $ 100.0 million Tranche 2 Advance. As a result of the Second Amendment, the total aggregate principal amount of the loan is $ 450.0 million before any mandatory prepayment. As security for our obligations under the Loan Agreement, each of BridgeBio and the Guarantors granted the Collateral Agent, for the benefit of the Lenders, a continuing security interest in substantially all of the assets of BridgeBio and the Guarantors (including all equity interests owned or hereafter acquired by BridgeBio and the Guarantors), subject to certain customary exceptions. Upon exceeding certain investment and disposition thresholds, additional subsidiaries of BridgeBio will be required to join as guarantors. Any outstanding principal on the Term Loan Advances will accrue interest at a fixed rate equal to 9.0 % per annum. 3.0 % of which can be a payment-in-kind (“PIK”) until January 1, 2025 . Interest payments are payable quarterly following the funding of a Term Loan Advance. We would be required to make principal payments on the outstanding balance of the Term Loan Advances commencing on January 2, 2025 (the “Term Loan Amortization Date”) in nine quarterly installments, plus interest. If we have achieved certain milestone events relating to data from the clinical trial of acoramidis (the “Acoramidis Milestone”) on or prior to January 1, 2025, then the Term Loan Amortization Date would be automatically extended to January 2, 2026 . Any amounts outstanding under the Term Loan Advances are due and payable on November 17, 2026 (the “Maturity Date”). We may prepay the outstanding principal amount of the Term Loan Advances at any time (in whole, but not in part), plus accrued and unpaid interest and a prepayment premium ranging from 1.0 % to 3.0 % of the principal amount outstanding depending on the timing of payment (plus a customary make-whole amount if prepaid on or prior to November 17, 2022). At the Lenders’ election, we are also required to make mandatory prepayments upon the occurrence of certain prepayment events related to the repurchase or redemption of pledged collateral, entry into certain royalty transactions, disposition of other assets or subsidiaries, and entry into licensing and other monetization transactions (all such events “prepayment events”), which could be 50 % or 75 % of net cash proceeds from such transaction depending on achievement of the Acoramidis Milestone. Subject to the mandatory prepayment requirements for certain prepayment events, the Loan Agreement contains customary affirmative and limited negative covenants which, among other things, limit our ability to (i) incur additional indebtedness, (ii) pay dividends or make certain distributions, (iii) dispose of our assets, grant liens, license or encumber our assets or (iv) fundamentally alter the nature of our business. BridgeBio and the Guarantors have broad ability to license our intellectual property, dispose of other assets and enter into monetization and royalty transactions, subject in each case to the requirement to make a mandatory prepayment described above. The Loan Agreement provides that BridgeBio and the Guarantors may, subject to certain limitations, (x) repurchase BridgeBio’s equity interest and the equity interest of any of its subsidiaries, (y) enter into any joint ventures or similar investments, and (z) make other investments and acquisitions. Subject to the mandatory prepayment requirement described above, portfolio companies owned by BridgeBio that are not parties to the Loan Agreement are, subject to certain exceptions, not subject to any covenants or limitations under the Loan Agreement. The Loan Agreement also contains customary events of default, including among other things, our failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or the breach of the covenants under the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate our obligations under the Loan Agreement. We received net proceeds from the Tranche 1 Advance of $ 431.3 million, after deducting debt discount and issuance costs of $ 18.7 million, of which approximately $ 1.1 million of debt issuance cost were incurred for professional services provided by KKR Capital Markets LLC. KKR Capital Markets LLC is an affiliate of KKR Genetic Disorder L.P., a related party being a principal stockholder of BridgeBio. In May 2022, we entered into the First Amendment, which, among other things: • permitted the sale of our priority review voucher (“PRV”, see Note 12) and, generally, future dispositions of other PRVs; • reduced the aggregate amount of the Tranche 2 Advance from $ 300.0 million to $ 100.0 million and modified certain conditions to the availability thereof, as mentioned above; • amended the principal payments such that the entire outstanding principal balance of the Term Loan Advances is due and payable at the Maturity Date or upon early termination; and • modified the terms and conditions governing when certain entities into which we have made investments will be required to become guarantors under the Amended Loan Agreement. In June 2022, the receipt of an upfront payment under the license development and commercialization agreement that our subsidiary, Navire Pharma, Inc. (“Navire”), entered into with Bristol-Myers Squibb Company (“BMS”) , which is further described in Note 10, triggered certain mandatory prepayment provisions of the Amended Loan Agreement. As a result, we paid $ 20.5 million to the Lende rs in June 2022, of which $ 20.1 million and $ 0.4 million were applied to principal and exit fee, respectively. Pursuant to the terms of the Loan Agreement, we exercised our option to convert $ 3.4 million and $ 6.7 million of accrued interest into principal via PIK for the three and six months ended June 30, 2023, respectively. Pursuant to the terms of the Loan Agreement, we exercised our option to convert $ 3.3 million and $ 5.1 million of accrued interest into principal via PIK for the three and six months ended June 30, 2022, respectively. In November 2022, we entered into the Second Amendment, which, among other things: • acknowledged that our prior prepayment made with certain cash proceeds received in connection the receipt of an upfront payment under the Navire-BMS License Agreement, which is further described in Note 10, satisfied the mandatory prepayment requirement under the Amended Loan Agreement, on the terms and conditions specified in the Amended Loan Agreement; • permitted certain budgeted expenses to be excluded from the definition of cash proceeds subject to the Company’s mandatory prepayment obligations, on the terms and conditions specified in the Amended Loan Agreement, refer to Note 2 under Restricted Cash section for further discussion; • removed certain threshold amounts applicable to certain prepayment events; and • terminated the Lenders’ $ 100.0 million Tranche 2 Advance. The balances of our borrowing under the Amended Loan Agreement consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Principal value of term loan $ 429,916 $ 429,916 PIK added to principal 22,066 15,324 Debt discount, issuance costs and exit fee accretion ( 11,486 ) ( 14,247 ) Term loan, net $ 440,496 $ 430,993 For the three and six months ended June 30, 2023, we recognized interest expense related to the Amended Loan Agreement of $ 11.6 million and $ 23.0 million, respectively, of which $ 1.4 million and $ 2.8 million, respectively, relate to amortization of debt discount and issuance costs. For the three and six months ended June 30, 2022, we recognized interest expense related to the Amended Loan Agreement of $ 11.7 million and $ 23.5 million, respectively, of which $ 1.0 million and $ 2.6 million, respectively, relate to amortization of debt discount and issuance costs. As of June 30, 2023 and December 31, 2022, interest payable under the Amended Loan Agreement included in “Accrued professional and other accrued liabilities” in our condensed consolidated balance sheet amounted to $ 6.5 million and $ 6.4 million, respectively. Future minimum payments under the Amended Loan Agreement as of June 30, 2023 are as follows: Amount (in thousands) Remainder of 2023 $ 17,086 Year Ending December 31: 2024 41,243 2025 41,243 2026 507,135 Total future payments 606,707 Less amounts representing interest ( 146,127 ) Less exit fee ( 8,598 ) Total principal amount of term loan payments $ 451,982 The amounts in the table above do not take into account our option to exercise future interest payments via PIK. Total future interest payments throughout the term of the Amended Loan Agreement could increase should we decide to exercise such option. |
License and Collaboration Agree
License and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2023 | |
License And Collaboration Agreement [Abstract] | |
License and Collaboration Agreements | 10. License and Collaboration Agreements License Development and Commercialization Agreement with BMS On May 12, 2022, BridgeBio and our subsidiary, Navire, entered into an exclusive license development and commercialization agreement with BMS (the “Navire-BMS License Agreement”), pursuant to which Navire granted BMS exclusive rights to develop and commercialize Navire’s product candidate, BBP-398, in all indications worldwide, except for the People’s Republic of China, Macau, Hong Kong, Taiwan, Thailand, Singapore, and South Korea (the “Asia Region”). The development and commercialization of BBP-398 within the Asia Region is governed under the Navire-LianBio License Agreement (as discussed below). The Navire-BMS License Agreement expands an earlier agreement between Navire and BMS that was executed in July 2021 to study BBP-398 in a combination therapy trial to treat advanced solid tumors with KRAS mutations (the “2021 Navire-BMS Agreement”). The Navire-BMS License Agreement does not alter the terms of the 2021 Navire-BMS Agreement. Under the terms of the Navire-BMS License Agreement, Navire was entitled to receive a non-refundable, upfront payment of $ 90.0 million, which Navire received in full in June 2022. Additionally, Navire is eligible to receive additional payments totaling up to approximately $ 815.0 million in the aggregate, subject to the achievement of development, regulatory and commercial milestones, as well as tiered royalties in the low-to-mid teens as a percentage of adjusted net sales by BMS of the licensed products sold worldwide, outside of the Asia Region. Navire will retain the option to acquire higher royalties in the United States in connection with funding a portion of development costs upon the initiation of registrational studies. Based on the terms of the Navire-BMS License Agreement, Navire will continue to lead its ongoing Phase 1 monotherapy and combination therapy trials (collectively, the “Phase 1 Trials”), and BMS will lead and fund all other development and commercialization activities. Navire is fully funding the Phase 1 trials with the exception of the combination therapy governed under the 2021 Navire-BMS Agreement. In accordance with the 2021 Navire-BMS Agreement, both parties are sharing all research and development costs equally for this trial. We have recorded all research and development costs for the Phase 1 Trials, as well as the reimbursement for the costs associated with the trial governed by the 2021 Navire-BMS Agreement within research and development in our condensed consolidated statement of operations. We determined that the Navire-BMS License Agreement falls within the scope of ASC 606 as BMS is a customer in this arrangement, and we identified the following performance obligations in the agreement: • an exclusive license to develop and commercialize BBP-398 and the related know-how; and • research and development services to complete the Phase 1 Trials for BBP-398 (expected to be completed in 2025). We determined that the performance obligations outlined above are capable of being distinct and distinct with the context of the contract given such rights and activities are independent of each other. The license can be used by BMS without the research and development services. Similarly, those services provide a distinct benefit to BMS within the context of the contract, separate from the license, as the services could be provided by BMS or another third party without our assistance. We may enter into clinical and commercial supply agreements for the licensed territory. We determined that the optional right to future products under these supply agreements does not represent a material right. In March 2023, Navire and BMS entered into a clinical supply agreement for the supply of clinical quantities of the licensed product. Navire has not provided any clinical supplies to BMS during the three and six months ended June 30, 2023. We determined the initial transaction price at inception of the Navire-BMS License Agreement to be $ 90.0 million, which is comprised of the fixed and non-refundable upfront payment. No additional development, regulatory, or sales milestone payments are included in the transaction price, as all such payments are variable consideration that are fully constrained as of June 30, 2023. We include variable consideration in our transaction price to the extent that it is probable that it will not result in a significant revenue reversal when the uncertainty associated with the variable consideration is subsequently resolved. As part of management’s evaluation of the variable consideration, we considered numerous factors, including the fact that achievement of the milestones is outside of our control, contingent upon the success of our existing and future clinical trials, BMS’ efforts, and receipt of regulatory approval that is subject to scientific risks of success. Royalty arrangements and commercial-based milestones will be recognized when the sales occur or the milestones are achieved pursuant to the sales-based royalty exception under ASC 606 because the license is the predominant item to which the royalties or commercial-based milestones relate. We will re-evaluate the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur. We allocated the transaction price of $ 90.0 million based on the stand-alone selling prices (“SSP”) of each of the performance obligations as follows: • $ 70.2 million for the upfront transfer of the license; and • $ 19.8 million for ongoing research and development services. The SSP for the license was determined using an approach that considered discounted, probability-weighted cash flows related to the license transferred. The SSP for the ongoing research and development services were based on estimates of the associated effort and cost of these services, adjusted for a reasonable gross profit margin that would be expected to be realized under similar contracts. We recognized revenue for each of the two performance obligations as follows: • We recognized revenue related to the license at a point in time upon transfer of the rights and control of the license to BMS. The transfer of the rights and control of the license occurred in June 2022, thus we recognized the full amount allocated to the license and related know-how during the three months ended June 30, 2022. • The research and development services performance obligation consists of our completion of the Phase 1 Trials. We are recognizing revenue related to the research and development services over time using an input method to measure progress by utilizing costs incurred to-date relative to total expected costs. We expect to complete the Phase 1 Trials in 2025. Revenue recognized related to this performance obligation for the three and six months ended June 30, 2023 was $ 1.5 million and $ 3.2 million, respectively. Revenue recognized related to this performance obligation for the three and six months ended June 30, 2022 was $ 3.2 million, respectively. Our condensed consolidated balance sheet as of June 30, 2023 includes a deferred revenue balance of $ 12.1 million ($ 6.2 million presented as “Deferred revenue, current portion” and $ 5.9 million included in “Other long-term liabilities”) related to our research and development services obligation. Our condensed consolidated balance sheet as of December 31, 2022 includes a deferred revenue balance of $ 15.3 million ($ 8.2 million presented as “Deferred revenue, current portion” and $ 7.1 million included in “Other long-term liabilities”) related to our research and development services obligation. License and Collaboration Agreement with Helsinn On March 29, 2021, QED entered into a license and collaboration agreement with Helsinn Healthcare S.A. (“HHC”) and Helsinn Therapeutics (U.S.), Inc. (“HTU”, and collectively with HHC, “Helsinn”) (the “QED-Helsinn License and Collaboration Agreement”), pursuant to which QED granted to HHC exclusive licenses to develop, manufacture and commercialize QED’s product candidate, infigratinib, in oncology and all other indications except achondroplasia or any other skeletal dysplasias, worldwide, except for the People’s Republic of China, Hong Kong and Macau (“Greater China”), and under which QED received a co-exclusive license to co-commercialize infigratinib in the United States in the licensed indications. The QED-Helsinn License and Collaboration Agreement became effective on April 16, 2021. Upon approval by the FDA in May 2021, QED and HTU co-commercialized infigratinib in the licensed indications in the United States and shared profits and losses on a 50 :50 basis. Additionally, QED and Helsinn shared global, excluding Greater China, research and development costs for infigratinib in the licensed indications at a rate of 40 % for QED and 60 % for Helsinn. On February 28, 2022, QED and Helsinn amended the QED-Helsinn License and Collaboration Agreement (the “Amended QED-Helsinn License and Collaboration Agreement”) effective on March 1, 2022. Under the terms of the Amended QED-Helsinn License and Collaboration Agreement, Helsinn had an exclusive license to commercialize infigratinib in the United States and was responsible for solely developing, manufacturing and commercializing infigratinib in oncology indications except for achondroplasia or any other skeletal dysplasias worldwide, outside of Greater China. QED retains all rights to develop, manufacture and commercialize infigratinib in skeletal dysplasia, including achondroplasia. Pursuant to the the Amended QED-Helsinn License and Collaboration Agreement, QED was eligible to receive regulatory and sales-based milestone payments of up to $ 66.0 million, as well as tiered royalties in the low to mid-teens as a percentage of adjusted net sales by Helsinn of the licensed products sold worldwide, outside of Greater China. The Amended QED-Helsinn License and Collaboration Agreement also provided for a transitional period, which extended from the effective date through August 31, 2022, for which QED was contracted to assist in research and development and commercialization activities. The costs related to QED's contracted activities incurred during the transitional period were fully reimbursable by Helsinn and were due to QED subsequent to the transitional period. Helsinn also agreed to reimburse QED’s obligation to FMI described in Note 7 as part of the Amended QED-Helsinn License and Collaboration Agreement. In recording this transaction, we recognized a corresponding gain as part of “Other income (expense), net” for the three months ended June 30, 2022. Effective December 21, 2022, QED and Helsinn (the “Helsinn Parties”), entered into a Mutual Termination Agreement (“MTA”), which terminates the Amended QED-Helsinn License and Collaboration Agreement and all rights and obligations thereunder. The Helsinn Parties agreed to perform certain close-out services to enable QED to pursue the development, manufacture and commercialization of infigratinib as a potential treatment of non-oncology indications, such as in achondroplasia worldwide, excluding China, Hong Kong, and Macau. As a result of the termination, QED is no longer entitled to any future regulatory or sales-based milestone payments. QED was subject to royalties on net sales of TRUSELTIQ TM through March 31, 2023, at which date Helsinn no longer sells the licensed product. The FDA permanently discontinued the distribution of TRUSELTIQ TM and all clinical investigations under the associated IND are discontinued. Helsinn completed sales of the licensed product during the three months ended March 31, 2023, and the associated revenue recognized was immaterial. The Helsinn Parties have developed a Close-Out Plan, as defined within the MTA. Activities within the Close-Out Plan are to be shared equally subsequent to the first $ 11.0 million of costs, which are the responsibility of QED. QED reached the threshold of $ 11.0 million in January 2023. The activities within the Close-Out Plan are expected to be completed in 2023. In accordance with the MTA, all outstanding obligations under the Amended QED-Helsinn License and Collaboration agreement related to the contracted services during the transitional period became due. As of the date of the MTA, outstanding obligations were $ 31.3 million, consisting of reimbursable contracted research and development and commercial activities of $ 18.8 million and the reimbursement of QED’s obligation to FMI of $ 12.5 million described in Note 7. In accordance with the payment terms of the MTA, we received $ 15.0 million from Helsinn in December 2022 and $ 5.3 million in January 2023. The remaining $ 11.0 million related to the remaining reimbursement of QED's obligation to FMI and is due in eleven equal monthly installments of $ 1.0 million commencing in February 2023, of which we have received $ 4.0 million as of June 30, 2023. All costs incurred subsequent to the transitional period are considered close-out costs and the responsibilities between the Helsinn Parties and are outlined within the Close-Out Plan. For the three and six months ended June 30, 2023, QED has incurred $ 2.1 million and $ 5.7 million of close-out costs, respectively, of which $ 2.1 million and $ 4.5 million, respectively, is subject to 50 % reimbursement from Helsinn. As of June 30, 2023, the outstanding receivable due from Helsinn was $ 8.0 million, of which $ 7.0 million relates to the reimbursement of QED’s obligation to FMI and $ 1.0 million relates to the reimbursable costs incurred under the Close-Out Plan. As of December 31, 2022, the outstanding receivable due from Helsinn was $ 16.3 million. The outstanding receivables are presented in “Receivables from licensing and collaboration agreements” within our condensed consolidated balance sheets. All close-out costs incurred, including Helsinn’s reimbursements, are recorded in “Restructuring, impairment and related charges” within our condensed consolidated statement of operations (See Note 16). The QED-Helsinn License and Collaboration Agreement, the Amended QED-Helsinn License Collaboration Agreement, and the MTA are considered to be within the scope of ASC 808 as the parties are active participants and are exposed to the significant risks and rewards of the collaborative activity. The QED-Helsinn License and Collaboration Agreement and the Amended QED-Helsinn License and Collaboration Agreement are also partially within the scope of ASC 606 for the units of account where Helsinn is identified as a customer. For the units of account in the collaboration arrangement that do not represent a vendor-customer relationship, including the performance of collaborative research and development and commercialization services, we determined that ASC 606 is not appropriate to apply by analogy and applied a reasonable and rational accounting policy election that faithfully depicts the transfer of services to the collaboration partner over the estimated performance period. Reimbursement payments from Helsinn associated with the collaborative research and development and commercialization services are recognized as the related expense is incurred and classified as an offset to the underlying expense and excluded from the transaction price. We evaluated the terms of the QED-Helsinn License and Collaboration Agreement and identified Helsinn as a customer with the following two distinct performance obligations: (1) exclusive licenses to develop, manufacture, and commercialize the underlying product, and (2) transfer of inventory within the transitional supply period. The Amended QED-Helsinn License and Collaboration Agreement did not give rise to any additional performance obligations. All of the license revenue relating to these units of account accounted for under ASC 606 were recognized in the year ended December 31, 2021. For the unit of account that is within the scope of ASC 808 relating to collaborative research and development services, pursuant to the QED-Helsinn License and Collaboration Agreement, the Amended QED-Helsinn License Collaboration Agreement, and the MTA, we have recognized Helsinn’s share of research and development expenses of $ 1.0 million and $ 2.2 million for the three and six months ended June 30, 2023, respectively, as a reduction to restructuring, impairment and related charges. We have recognized Helsinn’s share of research and development expenses of $ 9.5 million and $ 15.7 million for the three and six months ended June 30, 2022, respectively, as a reduction of research and development expenses. For the unit of account that is within the scope of ASC 808 relating to commercial activities, pursuant to the QED-Helsinn License and Collaboration Agreement, the Amended QED-Helsinn License Collaboration Agreement, and the MTA, we accounted for Helsinn’s share of the co-commercialization activities as reduction to selling, general and administrative expenses. We did no t incur any costs relating to commercialization activities subject to reimbursement from Helsinn for the three and six months ended June 30, 2023. We recognized Helsinn’s share of the co-commercialization activities of $ 0.6 million and $ 1.8 million for the three and six months ended June 30, 2022, respectively. License Agreement with LianBio Navire In August 2020, Navire entered into an exclusive license agreement with LianBio, or the Navire-LianBio License Agreement. Pursuant to the Navire-LianBio License Agreement, Navire granted to LianBio an exclusive, sublicensable license under the licensed patent rights and know-how to develop, manufacture and commercialize SHP2 inhibitor BBP-398, or BBP-398, for tumors driven by RAS and receptor tyrosine kinase mutations. Under the terms of the Navire-LianBio License Agreement, LianBio will receive commercial rights in China and selected Asian markets and participate in clinical development activities for BBP-398. In consideration for the rights granted to LianBio, we received a nonrefundable $ 8.0 million upfront payment, which we recognized as license revenue in 2020. We will also have the right to receive future development and sales milestone payments of up to $ 382.1 million, and tiered royalty payments from single-digit to low-teens on net sales of the product in licensed territories. We recognized $ 8.5 million in license revenue, representing a regulatory milestone payment in 2021. We accounted for the Navire-LianBio License Agreement under ASC 606 and identified the exclusive license as a distinct performance obligation since LianBio can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In addition, we will enter into clinical and commercial supply agreements for the licensed territory. We determined that the optional right to future products under these supply agreements does not represent a material right. In July 2022, Navire and LianBio entered into a clinical supply agreement for the manufacture and supply of clinical quantities of the licensed product . No clinical supplies were provided to LianBio during the three and six months ended June 30, 2023 and 2022. QED In October 2019, QED entered into an exclusive license agreement with LianBio (the “QED-LianBio License Agreement” ). Pursuant to the QED-LianBio License Agreement, QED granted to LianBio an exclusive, sublicensable license under the licensed patent rights and know-how to develop, manufacture and commercialize infigratinib for any and all human prophylactic and therapeutic uses in all cancer indications (including in combination with other therapies) in certain territories outside the United States. Under the QED-LianBio License Agreement, QED received a nonrefundable upfront payment of $ 10.0 million and is entitled to receive development and sales milestones payments of up to $ 132.5 million and tiered royalties on net sales ranging from the low to mid-teens. In addition, QED also received warrants which entitled QED to purchase 10 % of the then-fully diluted shares of one of the subsidiaries of LianBio upon achievement of certain contingent development milestones (see Note 7). We accounted for the QED-LianBio License Agreement and the LianBio Exclusivity Agreement as a single transaction under ASC 606 and identified the exclusive license as a distinct performance obligation since LianBio can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In addition, we will enter into clinical and commercial supply agreements for the licensed territory. We determined that the LianBio’s optional right to future products under these supply agreements is not considered to represent a material right. A clinical supply agreement was entered into in November 2021. QED has provided insignificant amounts of clinical supplies to LianBio during the three and six months ended June 30, 2023, and we have recorded such amounts within revenue in our condensed consolidated statements of operations. No clinical supplies were provided to LianBio during the three and six months ended June 30, 2022. License Agreement with Alexion In September 2019, Eidos, entered into an exclusive license agreement with Alexion Pharma International Operations Unlimited Company, a subsidiary of Alexion Pharmaceuticals, Inc., or together Alexion, to develop, manufacture, and commercialize in Japan the compound known as acoramidis (previously known as AG10) and any of its various chemical forms and any pharmaceutical products containing acoramidis, or the Eidos-Alexion License Agreement. Under the agreement, Eidos received an upfront nonrefundable payment of $ 25.0 million. Eidos also entered into a stock purchase agreement with Alexion, under which Eidos sold to Alexion 556,173 shares of Eidos common stock at a price per share of $ 44.95 , for an aggregate purchase price of approximately $ 25.0 million. The excess of the purchase price over the value of the Eidos shares, determined based on the closing price of a share of Eidos’ common stock of $ 41.91 as reported on Nasdaq as of the date of execution, was $ 1.7 million and recognized in revenue as part of the upfront payment as discussed below. Eidos is also eligible to receive $ 30.0 million in regulatory milestone payments subject to the achievement of regulatory milestones. Eidos will also receive royalty payments in the low-teens based on net sales of acoramidis in Japan. The royalty rate is subject to reduction if Alexion is required to obtain intellectual property rights from third parties to develop, manufacture or commercialize acoramidis in Japan, or upon the introduction of generic competition into market. Eidos accounted for the license agreement under ASC 606 and identified the exclusive license as a distinct performance obligation since Alexion can benefit from the license on its own by developing and commercializing the underlying product using its own resources. Eidos recognized the $ 25.0 million upfront fee and $ 1.7 million premium paid for Eidos’ stock for a total upfront payment of $ 26.7 million in license revenue upon the effective date of the license agreement in September 2019. Eidos determined that the license was a right to use its intellectual property and as of the effective date, it had provided all necessary information to Alexion to benefit from the license and the license term had begun. In addition, Eidos entered into a clinical supply agreement in July 2020 and may enter into a commercial supply agreement for the licensed territory. Eidos determined that the optional right to future products under these supply agreements is not considered to represent a material right. Eidos has shipped insignificant amounts to Alexion as part of the clinical supply agreement during the three and six months ended June 30, 2023 and 2022, and has recorded such amounts within revenue in our condensed consolidated statements of operations. Receivables from Licensing and Collaboration Agreements Receivables from licensing and collaboration agreements represent valid claims against our partners, customers, biopharmaceutical companies including unbilled receivables and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from our biopharmaceutical customers related to development services and transition-related receivables that are recognized upon incurrence of the costs for the partnered programs but prior to the achievement of contractual billing rights. As of June 30, 2023 and December 31, 2022, the Company had unbilled receivables of $ 6.5 million and $ 16.8 million, respectively, of which 93.4 % and 97.5 % , respectively, of total unbilled receivables related to one partner. Total receivables from licensing and collaboration agreements as of June 30, 2023 and December 31, 2022 is $ 8.6 million and $ 17.1 million, respectively, and is presented as “Receivable from licensing and collaboration agreements” within our condensed consolidated balance sheets. The Company evaluates the collectability of its receivable from licensing and collaboration agreements based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of June 30, 2023 and December 31, 2022 , the Company did no t have an allowance for credit losses. |
In-licensing Agreements
In-licensing Agreements | 6 Months Ended |
Jun. 30, 2023 | |
In Licensing Agreements [Abstract] | |
In-licensing Agreements | 11. In-licensing Agreements Stanford License Agreement In April 2016, Eidos entered into a license agreement with the Board of Trustees of the Leland Stanford Junior University Stanford University, or Stanford University, relating to Eidos’ drug discovery and development initiatives. Under this agreement, Eidos has been granted certain worldwide exclusive licenses to make, use, and sell products that are covered by licensed patent rights. In March 2017, Eidos paid a license fee of $ 10,000 , which was recorded as research and development expense during the year ended December 31, 2017, as the acquired assets did not have any alternative future use. Eidos may also be required to make future payments of up to approximately $ 1.0 million to Stanford University upon achievement of specific intellectual property, clinical and regulatory milestone events, and pay royalties of up to low single-digit percentages on future net sales, if any. In addition, Eidos is obligated to pay Stanford University a percentage of non-royalty revenue received by Eidos from its sublicensees, with the amount owed decreasing annually for three years based on when the applicable sublicense agreement is executed. Additionally, under the license agreement with Stanford University, we will pay Stanford University a portion of all nonroyalty sublicensing consideration attributable to the sublicense of the licensed compounds. The license agreement states that if this event occurred in the third year, 10 % is payable to Stanford University. For the three and six months ended June 30, 2023 and 2022, the cost of license revenue was not material. Leidos Biomedical Research License and Cooperative Research and Development Agreements In March 2017, TheRas entered into a cooperative research and development agreement, or Leidos CRADA, with Leidos Biomedical Research, Inc., or Leidos. In December 2018, TheRas and Leidos entered into a license agreement, or Initial Leidos License, under which TheRas was granted certain worldwide exclusive licenses to use the licensed compounds. The Leidos Agreements are related to TheRas’ drug discovery and development initiatives. The Initial Leidos License was terminated in 2021. TheRas and Leidos entered into two subsequent license agreements, or Additional Leidos Licenses, in August 2022; the two Additional Leidos Licenses related to (i) KRAS G12C inhibitor and (ii) P13Ka breaker compounds. The Leidos CRADA, Initial Leidos License, and Additional Leidos Licenses are also referred to herein as the Leidos Agreements. For the three and six months ended June 30, 2023, the research and development expenses were $ 0.7 million and $ 1.2 million, respectively, in connection with the Leidos Agreements. For the three and six months ended June 30, 2022, the research and development expenses were $ 1.3 million and $ 1.7 million, respectively, in connection with the Leidos Agreements. Diagnostics Agreement with Foundation Medicine As discussed in Note 7, QED and FMI entered into a diagnostics agreement relating to QED's drug discovery and development initiatives. For the three and six months ended June 30, 2023 , QED recognized research and development expenses of nil , in connection with this agreement. For the three and six months ended June 30, 2022, QED recognized research and development expenses of $ 0.4 million and $ 1.0 million, respectively, in connection with this agreement. Other License and Collaboration Agreements In addition to the agreements described above, we have also entered into other license and collaboration agreements with various institutions and business entities on terms similar to those described above, none of which are material individually or in the aggregate. |
Sale of Nonfinancial Assets
Sale of Nonfinancial Assets | 6 Months Ended |
Jun. 30, 2023 | |
Sale of Nonfinancial Assets [Abstract] | |
Sale of Nonfinancial Assets | 12. Sale of Nonfinancial Assets Sale of Priority Review Voucher In May 2022, we announced that we entered into a definitive agreement to sell our PRV for $ 110.0 million. We received the PRV in February 2021 under an FDA program intended to encourage the development of treatments for rare pediatric diseases. We were awarded the PRV when our subsidiary, Origin, received approval of NULIBRY TM . The PRV sale was subject to customary closing conditions and was completed in June 2022 following the expiration of applicable U.S. antitrust clearance requirements. We accounted for this transaction under ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. We received the gross proceeds of $ 110.0 million in June 2022 and recognized a gain of $ 107.9 million, net of transaction costs, for the three and six months ended June 30, 2022. Asset Purchase Agreement with Sentynl On March 4, 2022, Origin and Sentynl entered into the Origin-Sentynl APA, pursuant to which Sentynl acquired global rights to NULIBRY TM , as well as certain specified assets of Origin, and will be responsible for the ongoing development and commercialization of NULIBRY TM in the United States and developing, manufacturing and commercializing fosdenopterin globally. The transaction closed on March 31, 2022, or the Closing Date. Under terms of the Origin-Sentynl APA, Origin received an upfront payment of $ 10.0 million upon the Closing Date and is eligible to receive sales milestone payments, as well as tiered royalties in the low single-digits as a percentage of adjusted net sales of products related to the acquired assets. Origin will continue to be responsible for the payment of up to $ 4.5 million in aggregate payments upon achievement of regulatory-based milestones under the Origin-Alexion APA (see Note 7). In October 2022, we paid $ 3.5 million of the regulatory-based milestone payment as the initial milestone criteria was met. As of June 30, 2023 , Origin will continue to be responsible for a regulatory-based milestone payment upon first pricing approval in a European Medicines Agency, or EMA, country of up to $ 1.0 million when it becomes due. We accounted for this transaction under ASC 610-20. Upon the Closing Date, we recognized a loss on sale of $ 6.3 million within “Other income (expense), net” in our condensed consolidated statement of operations for the three months ended March 31, 2022. The loss on sale was determined as the difference in the aforementioned upfront payment and the carrying value of the assets purchased by Sentynl of approximately $ 16.3 million, which comprised mainly of intellectual property rights and related intangible assets and existing inventories as of the Closing Date. Origin’s sale of the assets covered in the Origin-Sentynl APA was not subject to the limitation on our ability to dispose of assets under the terms of the Amended Loan Agreement (see Note 9). |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases We have operating leases for our corporate headquarters, office spaces and laboratory facilities. One of our office space leases has a finance lease component representing lessor provided furniture and office equipment. Our finance lease, which is presented as part of “Property and equipment, net” in our condensed consolidated balance sheets, is not material. Certain leases include renewal options at our election and we include the renewal options when we are reasonably certain that the renewal option will be exercised. The lease liabilities were measured using a weighted-average discount rate based on the most recent borrowing rate as of the calculation of the respective lease liability, adjusted for the remaining lease term and aggregate amount of the lease. The components of lease cost are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) (in thousands) Straight line operating lease costs $ 992 $ 1,344 $ 2,024 $ 2,889 Finance lease costs 105 111 213 224 Variable lease costs 1,700 1,506 3,418 3,065 Total lease cost $ 2,797 $ 2,961 $ 5,655 $ 6,178 Supplemental cash flow information related to leases are as follows: Six Months Ended June 30, 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,443 $ 3,348 Operating cash flows for finance lease 217 212 Operating lease right-of-use assets obtained in exchange 828 240 Supplemental information related to the remaining lease term and discount rate are as follows: June 30, 2023 2022 Weighted-average remaining lease term (in years) Operating leases 5.2 5.6 Finance lease 2.6 3.6 Weighted-average discount rate Operating leases 6.34 % 5.73 % Finance lease 6.62 % 6.62 % As of June 30, 2023, future minimum lease payments for our noncancelable operating leases are as follows. Future minimum lease payments under our finance lease are not material. Amount (in thousands) Remainder of 2023 $ 2,088 Year ending December 31: 2024 4,658 2025 3,949 2026 1,880 2027 861 Thereafter 3,423 Total future minimum lease payments 16,859 Imputed interest ( 2,167 ) Total $ 14,692 Reported as of June 30, 2023 Operating lease liabilities, current portion $ 3,776 Operating lease liabilities, net of current portion 10,916 Total operating lease liabilities $ 14,692 No impairment loss was recognized during the three and six months ended June 30, 2023 and 2022. Manufacturing Agreement In December 2019, we entered into a manufacturing agreement with a vendor to secure clinical and commercial scale manufacturing capacity for the manufacture of batches of active pharmaceutical ingredients for product candidates of certain subsidiaries of BridgeBio. Unless terminated as allowed within the manufacturing agreement, the agreement would have expired five years from when qualified operations begin. Under the terms of the agreement, we were assigned a dedicated manufacturing suite for certain months in each calendar year for a one-time fee of $ 10.0 million, which would be applied to the buildout, commissioning, qualification, validation, equipping and exclusive use of the dedicated manufacturing suite. We recorded a construction-in-progress asset of $ 10.0 million for the payments directly associated with the dedicated manufacturing suite as these payments are deemed to represent a non-lease component. In 2020, we entered into a supplemental agreement with the vendor for certain upgrades on the dedicated manufacturing suite and for additional equipment of approximately $ 0.2 million. As of December 31, 2021, the readiness determination phase of the dedicated manufacturing suite was expected to be completed in 2022. In March 2022, we mutually agreed with the vendor to terminate the manufacturing agreement. The termination agreement was formalized effective May 2022. In accordance with the termination agreement, we paid the $ 2.0 million remaining payable related to the dedicated manufacturing suite and a termination fee of $ 1.8 million. During the six months ended June 30, 2022 , we recorded a pre-tax impairment loss of $ 10.2 million for the carrying value of the construction-in-progress asset that was no longer recoverable as our rights to the dedicated manufacturing suite will cease pursuant to the proposed termination agreement. The aforementioned impairment loss and the termination fee are included as part of “Restructuring, impairment and related charges” in our condensed consolidated statement of operations for the six months ended June 30, 2022 (see Note 16). |
Public Offerings and Share Repu
Public Offerings and Share Repurchase Program | 6 Months Ended |
Jun. 30, 2023 | |
Public Offerings and Share Repurchase Program [Abstract] | |
Public Offerings and Share Repurchase Program | 14. Public Offerings and Share Repurchase Program 2020 Shelf Registration In July 2020, we filed a shelf registration statement on Form S-3 (the “2020 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and units or any combination thereof. We also simultaneously entered into an Open Market Sale Agreement SM with Jefferies LLC and SVB Leerink LLC (collectively, the “Sales Agents”), to provide for the offering, issuance and sale by us of up to an aggregate of $ 350.0 million of our common stock from time to time in “at-the-market” offerings under the 2020 Shelf and subject to the limitations thereof (the “2020 Sales Agreement”). We will pay to the applicable Sales Agents cash commissions of up to 3.0 % of the gross proceeds of sales of common stock under the 2020 Sales Agreement. We did not issue any shares or receive any proceeds from this offering during the three and six months ended June 30, 2023 and 2022. During the three months ended December 31, 2022, the Company sold 455,800 shares through this offering at an average price of $ 10.90 per share, resulting in net proceeds of $ 4.9 million. In May 2023, we terminated the Open Market Sale Agreement SM . 2021 Share Repurchase Program In May 2021, our Board of Directors authorized and approved a stock repurchase program pursuant to which we may purchase up to $ 150.0 million of BridgeBio’s outstanding common stock. Stock repurchases under the program may be made from time to time, in the open market, in privately negotiated transactions and otherwise, at the discretion of our management and in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act, of 1934, as amended, and other applicable legal requirements. The timing, pricing and amounts of these repurchases depended on a number of factors, including the market price of our common stock and general market and economic conditions. The stock repurchase program did not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. We repurchased 3,017,087 shares in the open market at an average price of $ 49.72 per share for a total of approximately $ 150.0 million in 2021. The repurchased shares are held in treasury as treasury stock as of June 30, 2023 and December 31, 2022. 2023 Follow-on Offering In March 2023, we entered into an Underwriting Agreement (the “Follow-on Agreement”) with Goldman Sachs & Co. LLC, Evercore Group L.L.C., Morgan Stanley & Co. LLC and KKR Capital Markets LLC (“KCM”), as representatives of several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering (the “Follow-on offering”) of 8,823,530 shares of the Company’s common stock, $ 0.001 par value per share (the “Common Stock”), at a public offering price of $ 17.00 per share. The Company also granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,323,529 shares of Common Stock. The Company paid the Underwriters a commission of 4.3 % of the aggregate gross proceeds received from all sales of the common stock under the Follow-on Agreement. The Underwriters included KCM, which is an affiliate of KKR Genetic Disorder L.P., a related party being a stockholder who beneficially owns greater than 5 % of our outstanding securities. KCM received a commission of 0.315 % of the aggregate gross proceeds received from all sales of the common stock under the Follow-on Agreement. On March 10, 2023, 8,823,530 shares were issued under the Follow-on Agreement, for net proceeds of $ 143.0 million, after deducting underwriting fees and commissions of $ 6.5 million (of which $ 0.5 million related to commissions paid to KCM) and offering costs of $ 0.5 million. On April 3, 2023, the Underwriters partially exercised their 30-day option to purchase additional shares, for which 63,470 shares were issued for net proceeds of $ 1.0 million, after deducting underwriting fees and commissions of less than $ 0.1 million. 2023 Shelf Registration Statement and ATM Agreement In May 2023, we filed a shelf registration statement on Form S-3 (the “2023 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and units or any combination thereof. We also concurrently entered into an Equity Distribution Agreement (the “2023 ATM Agreement”) with Goldman Sachs & Co. LLC and SVB Securities LLC (collectively, the “ATM Sales Agents”), with respect to an “at-the-market” offering program under which we may issue and sell, from time to time at our sole discretion and pursuant to a prospectus supplement, shares of our common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 450.0 million through the ATM Sales Agents. We will pay the ATM Sales Agents a commission of up to 3.0 % of the aggregate gross proceeds received from all sales of the common stock under the 2023 ATM Agreement. We did not issue any shares or receive any proceeds from this offering during the three months ended June 30, 2023 . Refer to Note 19 for related subsequent event. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our condensed consolidated statements of operations for employees and non-employees: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 13,188 $ 41 $ 13,229 $ 24,925 $ 83 $ 25,008 Selling, general and administrative 13,947 — 13,947 25,645 — 25,645 Restructuring, impairment and related charges — — — — — — Total stock-based compensation $ 27,135 $ 41 $ 27,176 $ 50,570 $ 83 $ 50,653 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 14,194 $ 158 $ 14,352 $ 22,680 $ 229 $ 22,909 Selling, general and administrative 13,951 2 13,953 28,474 31 28,505 Restructuring, impairment and related charges — — — 1,172 — 1,172 Total stock-based compensation $ 28,145 $ 160 $ 28,305 $ 52,326 $ 260 $ 52,586 We recorded nil and $ 1.6 million of stock-based compensation expense for the three and six months ended June 30, 2023, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. We recorded nil and $ 0.2 million of stock-based compensation expense for the three and six months ended June 30, 2022, respectively, for performance-based milestone awards that were achieved during the periods and were settled in cash. Equity-Based Awards of BridgeBio In February 2023, the 2019 Inducement Equity Plan was amended and restated to increase the total number of shares authorized for issuance from 1,000,000 shares to 2,000,000 shares. As of June 30, 2023, 6,744,341 shares and 930,077 shares were reserved for future issuances under our 2021 Amended and Restated Stock Option and Incentive Plan (the “2021 A&R Plan”) and the Amended and Restated 2019 Inducement Equity Plan (the “A&R 2019 Inducement Plan”), respectively. Pursuant to the Merger Transactions, we also reserved 2,802,644 shares in 2021 specifically under the Eidos Award Exchange (the “Eidos Award Exchange Plan”), all of which were issued upon execution of the Eidos Award Exchange as discussed below. The 2021 A&R Plan, the A&R 2019 Inducement Plan and the Eidos Award Exchange Plan are collectively referred herein as the “Plans”. 2020 Stock and Equity Award Exchange Program (Exchange Program) On April 22, 2020, we completed our 2020 Stock and Equity Award Exchange Program (the “Exchange Program”) for certain subsidiaries, which was an opportunity for eligible controlled entities’ employees and consultants to exchange their subsidiary equity (including common stock, vested and unvested stock options and RSAs) for BridgeBio equity (including common stock, vested and unvested stock options and RSAs) and/or performance-based milestone awards tied to the achievement of certain development and regulatory milestones. The Exchange Program aligns our incentive compensation structure for employees and consultants across the BridgeBio group of companies to be consistent with the achievement of our overall corporate goals. In connection with the Exchange Program, we issued awards of BridgeBio equity under the then 2019 Amended and Restated Stock Option and Incentive Plan (the “2019 A&R Plan”), which was amended and restated into the 2021 A&R Plan mentioned above, to 149 grantees covering 554,064 shares of common stock, 1,268,110 stock options to purchase common stock, 50,145 shares of RSAs and 22,611 shares of performance-based RSAs. The exchange also included performance-based milestone awards of up to $ 183.4 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. In consideration for all the subsidiaries’ shares tendered, BridgeBio increased its ownership in controlled entities included in the Exchange Program and the corresponding noncontrolling interest decreased. On November 18, 2020, we completed a stock and equity award under our Exchange Program for a subsidiary. We issued awards of BridgeBio equity under the then 2019 A&R Plan to 16 grantees covering 24,924 shares of common stock, 70,436 stock options to purchase common stock, and 10,772 shares of performance-based stock options to purchase common stock. The exchange also included performance-based milestone awards of up to $ 11.7 million to be settled in fully-vested RSAs in the future upon achievement of the milestones. We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments . Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date. We considered the total shares of common stock and equity awards, whether vested or unvested, held by each participant in each controlled entity as the unit of account. The controlled entity’s common stock and equity awards in each unit of account was exchanged for a combination of BridgeBio’s common stock, time-based vesting equity awards and/or performance-based milestone awards. Other than the exchange of the controlled entity equity awards for performance-based milestone awards, all other exchanged BridgeBio equity awards retained the original vesting conditions. As a result, there was no incremental stock-based compensation expense resulting from the exchange of time-based equity awards. At the completion of the Exchange Program, we determined $ 17.4 million of the performance-based milestone awards were probable of achievement and represented the incremental stock-based compensation cost resulting from the modification of time-based equity awards to performance-based milestone awards. These performance-based milestone awards were to be recognized over a period ranging from 0.7 year to 1.7 years. There was no incremental stock-based compensation cost arising from the completion of the Exchange Program on November 18, 2020. Under ASC 718, we account for such performance-based milestone awards as a liability in “Accrued compensation and benefits” and in “Other long-term liabilities” in the condensed consolidated balance sheets due to the fixed milestone amount that will be converted into a variable number of shares of BridgeBio common stock to be granted upon the achievement date. For the three and six months ended June 30, 2023 we recognized $ 0.5 million and $ 2.2 million, respectively, for stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2023. For the three and six months ended June 30, 2022, we recognized $ 3.4 million and $ 2.5 million (net of reversals), respectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of June 30, 2022. Refer to Note 8 for contingent compensation accrued associated with performance-based milestones that are determined to be probable as of June 30, 2023. Performance-based Milestone Awards Apart from the Exchange Program discussed above, we have performance-based milestone compensation arrangements with certain employees and consultants whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole discretion, upon achievement of each contingent milestone. Upon achievement of a contingent milestone and if such performance-based milestone awards are settled in the form of equity, these are satisfied in the form of fully-vested RSAs. We recognize such contingent stock-based compensation expense when the milestone is probable of achievement. For the three and six months ended June 30, 2023, we recognized $ 2.0 million and $ 3.0 million, re spectively, of stock-based compensation cost associated with performance-based milestone awards whereby the milestones were determined to be probable of achievement as of the reporting date. Refer to Note 8 for contingent compensation accrued associated with performance-based milestone awards that are determined to be probable as of June 30, 2023. The stock-based compensation cost for milestone awards associated with performance-based milestone awards that were determined to be probable of achievement was not material for the three and six months ended June 30, 2022. Stock Option Grants of BridgeBio The following table summarizes BridgeBio’s stock option activity under the Plans for the six months ended June 30, 2023: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 11,637,861 Regular equity program 9,811,936 $ 28.00 7.7 $ — Eidos Awards Exchange 1,445,885 $ 14.96 5.9 $ 1,427 Exchange Program 380,040 $ 2.35 6.2 $ 2,246 Granted 1,724,909 Regular equity program 1,724,909 $ 13.37 Exercised ( 55,908 ) Eidos Awards Exchange ( 14,776 ) $ 12.37 Exchange Program ( 41,132 ) $ 3.13 Cancelled ( 456,326 ) Regular equity program ( 434,560 ) $ 23.90 Eidos Awards Exchange ( 19,815 ) $ 19.75 Exchange Program ( 1,951 ) $ 4.21 Outstanding as of June 30, 2023 12,850,536 Regular equity program 11,102,285 $ 25.89 7.5 $ 18,217 Eidos Awards Exchange 1,411,294 $ 14.92 5.3 $ 7,904 Exchange Program 336,957 $ 2.25 5.7 $ 5,208 Exercisable as of June 30, 2023 8,687,555 Regular equity program 7,048,071 $ 27.02 6.6 $ 4,724 Eidos Awards Exchange 1,304,947 $ 14.01 5.2 $ 7,904 Exchange Program 334,537 $ 2.24 5.7 $ 5,173 The options granted to employees and non-employees are exercisable at the price of BridgeBio’s common stock at the respective grant dates. The options granted have a service condition and generally vest over a period of four years . The weighted-average grant date fair value of options granted during the six months ended June 30, 2023 was $ 8.48 . The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2023 in the table above are calculated based on the difference between the exercise price and the current fair value of BridgeBio common stock. The total intrinsic value of options exercised for the six months ended June 30, 2023 was $ 0.6 million. For the three and six months ended June 30, 2023, we recognized stock-based compensation expense of $ 8.1 million and $ 15.0 million, respectively, related to stock options under the Plans. For the three and six months ended June 30, 2022, we recognized stock-based compensation expense of $ 9.4 million and $ 20.2 million, respectively, related to stock options under the Plans. As of June 30, 2023, there was $ 49.3 million of total unrecognized compensation cost related to stock options under the Plans that is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock Units (RSUs) of BridgeBio The following table summarizes BridgeBio’s RSU activity under the Plans for the six months ended June 30, 2023: Unvested Weighted- Balance as of December 31, 2022 4,108,642 $ 21.60 Granted 8,013,121 $ 11.96 Vested ( 1,590,766 ) $ 16.18 Cancelled ( 280,926 ) $ 18.13 Balance as of June 30, 2023 10,250,071 $ 15.00 For the three and six months ended June 30, 2023 we recognized stock-based compensation expense of $ 15.1 million and $ 27.4 million, respectively, related to RSUs under the Plans. For the three and six months ended June 30, 2022 we recognized stock-based compensation expense of $ 12.1 million and $ 24.0 million, respectively, related to RSUs under the Plans. As of June 30, 2023, there was $ 145.6 million of total unrecognized compensation cost related to RSUs under the Plans that is expected to be recognized over a weighted-average period of 3.1 years. Restricted Stock Awards (RSAs) of BridgeBio The following table summarizes our RSA activity under the Plans for the six months ended June 30, 2023: Unvested Weighted- Balance as of December 31, 2022 652,058 $ 7.29 Granted — Exchange Program 194,350 $ 18.55 Vested — Exchange Program ( 194,350 ) $ 18.55 Vested — Regular equity program ( 289,036 ) $ 7.18 Cancelled — Regular equity program — $ - Balance as of June 30, 2023 363,022 $ 7.38 For the three and six months ended June 30, 2023 and 2022, we recognized stock-based compensation expense related to RSAs under the Plans as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Exchange Program $ — $ — $ 3,605 $ — Other RSAs 1,023 1,483 2,049 2,968 Total stock-based compensation expense $ 1,023 $ 1,483 $ 5,654 $ 2,968 As of June 30, 2023, there was $ 2.6 million of total unrecognized compensation cost related to RSAs under the Plans that is expected to be recognized over a weighted-average period of 0.6 years. The respective balances of unvested RSAs as of June 30, 2023 and December 31, 2022 are included as outstanding shares disclosed in the condensed consolidated balance sheets as the shares were issued but are subject to forfeiture per the terms of the awards. 2019 Employee Stock Purchase Plan (ESPP) of BridgeBio On June 22, 2019, we adopted the 2019 ESPP, which became effective on June 25, 2019 and was amended and restated effective as of December 12, 2019. The ESPP initially reserves and authorizes the issuance of up to a total of 2,000,000 shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the lower of: i) 1 % of the outstanding number of shares of common stock on the immediately preceding December 31, ii) 2,000,000 shares or iii) such lesser number of shares as determined by the Compensation Committee. Under the ESPP, eligible employees may purchase shares of BridgeBio common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15 % of the employee’s compensation and employees may not purchase more than 3,500 of shares of BridgeBio common stock during any offering period. For the three and six months ended June 30, 2023, stock-based compensation expense related to our ESPP was $ 0.4 million and $ 0.9 million. For the three and six months ended June 30, 2022, stock-based compensation expense related to the ESPP was $ 0.7 million and $ 1.4 million, respectively. As of June 30, 2023, 3,703,691 shares were reserved for future issuance under the ESPP. Valuation Assumptions We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under the ESPP. For the six months ended June 30, 2023, we used the following weighted-average assumptions in the Black-Scholes calculations: Stock Options ESPP Expected term (in years) 6.00 - 6.02 0.50 Expected volatility 66.23 % - 67.51 % 86.12 % - 113.19 % Risk-free interest rate 3.90 % - 4.12 % 3.12 % - 4.98 % Dividend yield — — Weighted-average fair value of stock-based awards granted $ 8.48 $ 5.54 Equity Awards of Eidos Prior to the Eidos Merger Transactions in 2021, Eidos issued its own equity-based awards under the Eidos 2016 Equity Incentive Plan and the Eidos 2018 Stock Option and Incentive Plan (collectively, the “Eidos Plans” ). Upon closing of the Eidos Merger Transactions, we issued 2,776,672 stock options to purchase common stock of BridgeBio and 25,972 shares of BridgeBio RSUs to 88 employees of Eidos under the Eidos Award Exchange in exchange for their then outstanding common stock options and RSUs under the Eidos Plans (the “Replaced Awards”). The awards issued in the Eidos Award Exchange have the same vesting terms and conditions as the Replaced Awards. We evaluated the exchange of the awards as a modification under ASC 718 and recognized no incremental compensation cost from such modification. |
Restructuring, Impairment and R
Restructuring, Impairment and Related Charges | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Related Charges | 16. Restructuring, Impairment and Related Charges In January 2022, we committed to a restructuring initiative designed to drive operational changes in our business processes, efficiencies and cost savings to advance our corporate strategy and development programs. The restructuring initiative included, among other components, consolidation and rationalization of our facilities, reprioritization of development programs and the reduction in our workforce. We estimate to incur total charges in the range of approximately $ 7.0 million to $ 9.0 million f or the fiscal year 2023, consisting primarily of winding down costs, exit and other related costs, impairments and write-offs of long-lived assets, and severance and employee-related costs. Our estimate of the range of costs is subject to certain assumptions and actual results may differ from those estimates or assumptions. We may also incur additional costs that are not currently foreseeable as we continue to evaluate our restructuring alternatives to drive operational changes in business processes, efficiencies and cost savings. Restructuring, impairment and related charges included in our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Long-lived assets impairments and write-offs $ — $ — $ — $ 12,653 Severance and employee-related costs 572 2,396 715 9,412 Winding down, exit and other related costs 2,959 6,000 6,185 8,993 Total $ 3,531 $ 8,396 $ 6,900 $ 31,058 The following table summarizes the activity related to the restructuring liabilities associated with our restructuring initiatives for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 6,826 $ — Reclassification of final payment obligation related to a manufacturing — 2,185 Restructuring, impairment and related charges 6,900 31,058 Cash payments ( 11,526 ) ( 8,195 ) Noncash activities — ( 13,825 ) Ending balance $ 2,200 $ 11,223 Restructuring liabilities are presented in our condensed consolidated balance sheets as follows: June 30, 2023 December 31, 2022 (in thousands) Accounts payable $ 45 $ 896 Accrued compensation and benefits — 41 Accrued research and development liabilities 655 5,889 Other accrued liabilities 1,500 — Total $ 2,200 $ 6,826 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes BridgeBio is subject to U.S. federal, state and foreign income taxes as a corporation. BridgeBio ’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. There was no provision for income tax for the three and six months ended June 30, 2023 and 2022. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets. Our policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the condensed consolidated balance sheets. To date, we have not recognized any interest and penalties in our condensed consolidated statements of operations, nor have we accrued for or made payments for interest and penalties. Our unrecognized gross tax benefits would not reduce the estimated annual effective tax rate if recognized because we have recorded a full valuation allowance on its deferred tax assets. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the “Inflation Act”) into law. The Inflation Act contains certain tax measures, including a corporate alternative minimum tax of 15 % on some large corporations and an excise tax of 1 % on corporate stock buy-backs. The various provisions of the Inflation Act do not have a material impact on the Company’s financial statements. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Loss Per Share Basic net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss attributable to common stockholders of BridgeBio by the weighted-average number of shares of common stock outstanding. Diluted net loss per share attributable to common stockholders of BridgeBio is computed by dividing net loss by the weighted-average number of shares of common stock outstanding, plus all additional common shares that would have been outstanding, assuming dilutive potential common shares had been issued for other dilutive securities. For the three and six months ended June 30, 2023 and 2022, diluted and basic net loss per share attributable to common stockholders of BridgeBio was identical since potential common shares were excluded from the calculation, as their effect was anti-dilutive. The following common stock equivalents were excluded from the computation of diluted net loss per share, because including them would have been anti-dilutive: As of June 30, 2023 2022 Unvested RSAs 363,022 1,114,006 Unvested RSUs 10,250,071 6,055,931 Unvested performance-based RSUs 7,875 84,505 Common stock options issued and outstanding 12,850,536 12,669,110 Estimated shares issuable under performance-based milestone 11,438,950 29,396,554 Estimated shares issuable under the ESPP 123,340 207,960 Assumed conversion of 2027 Notes 12,878,305 12,878,305 Assumed conversion of 2029 Notes 7,702,988 7,702,988 55,615,087 70,109,359 Our 2029 Notes and 2027 Notes are convertible, based on the applicable conversion rate, into cash, shares of our common stock or a combination thereof, at our election. As discussed in Notes 8 and 15, we have performance-based milestone compensation arrangements, whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole election, upon achievement of each contingent milestone. The common stock equivalents of such arrangements were estimated as if the contingent milestones were achieved as of the reporting date and the arrangements were all settled in equity. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Event In July 2023, we issued and sold 800,000 shares of our common stock at a price of $ 34.46 per share pursuant to the 2023 ATM Agreement. We received net proceeds of $ 27.2 million from this sale, after deducting sales agent's commissions of $ 0.4 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of BridgeBio Pharma, Inc. and its wholly-owned subsidiaries and controlled entities, substantially all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, we record “Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests” in our condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. In determining whether an entity is considered a controlled entity, we applied the VIE and Voting Interest Entity (“VOE”) models. We assess whether we are the primary beneficiary of a VIE based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, BridgeBio consolidates the entity if it determines that it has a controlling financial interest in the entity through its ownership of greater than 50 % of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights. We assess whether we are the primary beneficiary of a VIE or whether we have a majority voting interest for entities consolidated under the VOE model at the inception of the arrangement and at each reporting date. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC. The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position, our results of operations and comprehensive loss, stockholders’ deficit and our cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim periods. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities We consider all highly liquid investments purchased with original maturities of 90 days or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market instruments, such as money market funds and repurchase agreements collateralized with securities issued by the U.S. government or its agencies. Our marketable securities consist of high investment grade fixed income securities that are primarily invested in commercial paper and U.S. government securities. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the condensed consolidated balance sheets with related unrealized gains and losses included as a component of stockholders’ deficit. We classify our marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity which is included in interest income on the condensed consolidated statements of operations. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in “Other income (expense), net”. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Our cash, cash equivalents and marketable securities are exposed to credit risk in the event of default by the third parties that hold or issue such assets. Our cash, cash equivalents and marketable securities are held by financial institutions that management believes are of high credit quality. Our investment policy limits investments to fixed income securities denominated and payable in U.S. dollars such as corporate bonds, corporate commercial paper, U.S. government obligations, and money market funds, and places restrictions on maturities and concentrations by type and issuer. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts shown in the condensed consolidated statements of cash flows: June 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 302,438 $ 376,689 Restricted cash 19,930 37,930 Restricted cash, non-current — included in “ Other assets ” 2,276 2,265 Total cash, cash equivalents and restricted cash $ 324,644 $ 416,884 |
Restricted Cash | Restricted Cash Restricted cash primarily represents funds in a controlled account that was established in connection with the Second Amendment of the Company’s Loan and Security Agreement that is described in Note 9. The use of such non-interest-bearing cash is restricted per the terms of the underlying amended loan agreement and is to be used solely for certain research and development expenses directly attributable to the performance of obligations associated with the Navire-BMS License Agreement, which is further described in Note 10. As of June 30, 2023 and December 31, 2022, restricted cash related to this agreement was $ 19.8 million and $ 37.8 million, respectively, which is presented as part of “Restricted cash” on the condensed consolidated balance sheets. Additionally, under certain lease agreements and letters of credit, we have pledged cash and cash equivalents as collateral. As of June 30, 2023, restricted cash related to such agreements was $ 0.1 million and $ 2.2 million, which is presented as part of “Restricted cash” and “ Other assets ”, respectively, on the condensed consolidated balance sheets. As of December 31, 2022, restricted cash related to such agreements was $ 0.1 million and $ 2.3 million, which is presented as part of “Restricted cash” and “ Other assets ”, respectively, on the condensed consolidated balance sheets. |
Accrued Professional and Other Accrued Liabilities | Accrued Professional and Other Accrued Liabilities Accrued professional and other accrued liabilities presented on the condensed consolidated balance sheets consisted of the following balances: June 30, 2023 December 31, 2022 (in thousands) Accrued interest $ 17,523 $ 17,500 Milestone liability 6,000 2,500 Accrued professional services 4,881 1,790 Short-term liability 4,634 — Other accrued liabilities 6,234 5,190 Accrued professional and other accrued liabilities $ 39,272 $ 26,980 |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and restricted cash. Substantially all of our cash, cash equivalents, marketable securities and restricted cash are held in financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Although management currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. We are subject to certain risks and uncertainties and we believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which we rely, development of sales channels, protection of our intellectual property, litigation or claims against us based on intellectual property, patent, product, regulatory, clinical or other factors, and our ability to attract and retain employees necessary to support our growth. We are dependent on third-party manufacturers to supply products for research and development activities in our programs. In particular, we rely and expect to continue to rely on a small number of manufacturers to supply us with our requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Due to the COVID-19 pandemic we have experienced delays in or temporary suspensions of the enrollment of patients in our subsidiaries’ ongoing clinical trials. We may continue to experience delays in certain ongoing key program activities, including commencement of planned clinical trials, as well as non-clinical experiments and Investigational New Drug Application-enabling good laboratory practice toxicology studies. In response to the COVID-19 pandemic, we have implemented safety measures to protect our patient community, employees, partners, suppliers and stockholders. In May 2023, the World Health Organization declared that COVID-19 is no longer a global health emergency. However, we cannot predict the impact COVID-19 or any future pandemic may have on global business operations and economic conditions, or on our business or strategy, including the effects on our ongoing and planned clinical development activities and prospects or on our financial and operating results. |
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, liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to: • accruals for research and development activities and contingent clinical, development, regulatory, and sales-based milestone payments in our in-licensing agreements and asset acquisitions, • accruals for performance-based milestone compensation arrangements, • determining and allocating the transaction price to performance obligations for transactions accounted for under ASC 606, Revenue from Contracts with Customers, • the expected recoverability and estimated useful lives of our long-lived assets, and • additional charges as a result of, or that are associated with, any restructuring initiative as well as impairment and related charges. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from those estimates or assumptions. |
Stock-Based Compensation | We evaluated the exchange of the controlled entities’ outstanding common stock and equity awards for BridgeBio awards as a modification under ASC 718, Share Based Payments . Under ASC 718, a modification is a change in the terms or conditions of a stock-based compensation award. In assessing the accounting treatment, we consider the fair value, vesting conditions and classification as an equity or liability award of the controlled entity equity before the exchange, compared to the BridgeBio equity received as part of the exchange to determine whether modification accounting must be applied. When applying modification accounting, we considered the type of modification to determine the appropriate stock-based compensation cost to be recognized on April 22 and November 18, 2020, (each the “Modification Date”), and subsequent to the Modification Date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts shown in the condensed consolidated statements of cash flows: June 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 302,438 $ 376,689 Restricted cash 19,930 37,930 Restricted cash, non-current — included in “ Other assets ” 2,276 2,265 Total cash, cash equivalents and restricted cash $ 324,644 $ 416,884 |
Summary of Accrued Professional and Other Accrued Liabilities | Accrued professional and other accrued liabilities presented on the condensed consolidated balance sheets consisted of the following balances: June 30, 2023 December 31, 2022 (in thousands) Accrued interest $ 17,523 $ 17,500 Milestone liability 6,000 2,500 Accrued professional services 4,881 1,790 Short-term liability 4,634 — Other accrued liabilities 6,234 5,190 Accrued professional and other accrued liabilities $ 39,272 $ 26,980 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: June 30, 2023 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 52,591 $ 52,591 $ — $ — Treasury bills 127,531 — 127,531 — Agency discount notes 107,544 — 107,544 — Total cash equivalents 287,666 52,591 235,075 — Marketable securities: Commercial paper 10,907 — 10,907 — Treasury bills 19,962 — 19,962 — Total marketable securities 30,869 — 30,869 — Investment in equity securities 50,487 50,487 — — LianBio Warrant 792 792 — — Total financial assets $ 369,814 $ 103,870 $ 265,944 $ — Liabilities Embedded derivative $ 1,624 $ — $ — $ 1,624 Short-term liability 4,634 4,634 — — Total financial liabilities $ 6,258 $ 4,634 $ — $ 1,624 December 31, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets Cash equivalents: Money market funds $ 202,250 $ 202,250 $ — $ — Commercial paper 159,758 — 159,758 — Total cash equivalents 362,008 202,250 159,758 — Marketable securities: Commercial Paper 51,580 — 51,580 — Total marketable securities 51,580 — 51,580 — Investment in equity securities 43,653 43,653 — — LianBio Warrant 570 570 — — Total financial assets $ 457,811 $ 246,473 $ 211,338 $ — Liability Embedded derivative $ 1,201 $ — $ — $ 1,201 |
Summary of Total Realized and Unrealized Gains and Losses Associated with Investment in Equity Securities | Total realized and unrealized gains and losses associated with investment in equity securities during the periods presented consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Net realized gains (losses) recognized on investment in equity securities sold $ 1,638 $ ( 141 ) $ 8,796 $ ( 1,385 ) Net unrealized losses recognized on investment in equity securities held as of the end of the period ( 203 ) ( 10,221 ) ( 6,397 ) ( 21,843 ) Total net gains (losses) included in “Other income expense, net” $ 1,435 $ ( 10,362 ) $ 2,399 $ ( 23,228 ) |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalent and Marketable Securities Classified as Available-for-Sale | Cash equivalents and marketable securities classified as available-for-sale consisted of the following: June 30, 2023 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 52,591 $ — $ — $ 52,591 Treasury bills 127,501 30 — 127,531 Agency discount notes 107,495 49 — 107,544 Total cash equivalents 287,587 79 — 287,666 Marketable securities: Commercial paper 10,927 — ( 20 ) 10,907 Treasury bills 19,958 4 — 19,962 Total marketable securities 30,885 4 ( 20 ) 30,869 Total cash equivalents and marketable securities $ 318,472 $ 83 $ ( 20 ) $ 318,535 December 31, 2022 Amortized Unrealized Unrealized Estimated Fair (in thousands) Cash equivalents: Money market funds $ 202,250 $ — $ — $ 202,250 Commercial paper 159,812 — ( 54 ) 159,758 Total cash equivalents 362,062 — ( 54 ) 362,008 Marketable securities: Commercial paper 51,854 — ( 274 ) 51,580 Total marketable securities 51,854 — ( 274 ) 51,580 Total cash equivalents and marketable securities $ 413,916 $ — $ ( 328 ) $ 413,588 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Recognized Intangible Assets | The following table summarizes our recognized intangible assets as a result of the arrangements described in the following sections: June 30, 2023 December 31, 2022 Weighted-average Amount Weighted-average Amount (in thousands) (in thousands) Gross amount 11.5 years $ 32,500 12.0 years $ 32,500 Less: accumulated amortization ( 4,985 ) ( 3,788 ) Total $ 27,515 $ 28,712 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Potential Milestone Amounts and Accruals | The table below shows our commitment for the potential milestone amounts and the accruals for milestones deemed probable of achievement as of June 30, 2023. Potential Fixed Monetary Accrued (1) Settlement Type (in thousands) Cash $ 9,994 $ 807 Stock (2) 52,482 8,322 Cash or stock at our sole discretion 130,922 3,534 Total $ 193,398 $ 12,663 (1) Amount recorded for performance-based milestone awards that are probable of achievement. (2) Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Loan Agreement | |
Debt Instrument [Line Items] | |
Schedule of Loans Balances | The balances of our borrowing under the Amended Loan Agreement consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Principal value of term loan $ 429,916 $ 429,916 PIK added to principal 22,066 15,324 Debt discount, issuance costs and exit fee accretion ( 11,486 ) ( 14,247 ) Term loan, net $ 440,496 $ 430,993 |
Schedule of Future Minimum Payments | Future minimum payments under the Amended Loan Agreement as of June 30, 2023 are as follows: Amount (in thousands) Remainder of 2023 $ 17,086 Year Ending December 31: 2024 41,243 2025 41,243 2026 507,135 Total future payments 606,707 Less amounts representing interest ( 146,127 ) Less exit fee ( 8,598 ) Total principal amount of term loan payments $ 451,982 The amounts in the table above do not take into account our option to exercise future interest payments via PIK. Total future interest payments throughout the term of the Amended Loan Agreement could increase should we decide to exercise such option. |
2027 and 2029 Notes | |
Debt Instrument [Line Items] | |
Schedule of Loans Balances | The outstanding Notes’ balances consisted of the following: June 30, 2023 December 31, 2022 2029 Notes 2027 Notes 2029 Notes 2027 Notes (in thousands) (in thousands) Principal $ 747,500 $ 550,000 $ 747,500 $ 550,000 Unamortized debt discount and issuance costs ( 11,560 ) ( 7,499 ) ( 12,512 ) ( 8,366 ) Net carrying amount $ 735,940 $ 542,501 $ 734,988 $ 541,634 |
Schedule of Total Interest Expense Recognized and Effective Interest Related to Notes | The following table sets forth the total interest expense recognized and effective interest rates related to the Notes for the periods presented: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 477 436 913 952 867 1,819 Total interest and amortization expense $ 4,681 $ 3,873 $ 8,554 $ 9,361 $ 7,742 $ 17,103 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 2029 Notes 2027 Notes Total 2029 Notes 2027 Notes Total (in thousands) (in thousands) Contractual interest expense $ 4,204 $ 3,437 $ 7,641 $ 8,409 $ 6,875 $ 15,284 Amortization of debt discount and issuance costs 466 424 890 929 844 1,773 Total interest and amortization expense $ 4,670 $ 3,861 $ 8,531 $ 9,338 $ 7,719 $ 17,057 Effective interest rate 2.6 % 2.8 % 2.6 % 2.8 % |
Schedule of Future Minimum Payments | Future minimum payments under the Notes as of June 30, 2023 are as follows: 2029 Notes 2027 Notes Total (in thousands) Remainder of 2023 $ 8,409 $ 6,875 $ 15,284 Year ending December 31: 2024 16,819 13,750 30,569 2025 16,819 13,750 30,569 2026 16,819 13,750 30,569 2027 16,819 556,875 573,694 Thereafter 772,729 — 772,729 Total future payments 848,414 605,000 1,453,414 Less amounts representing interest ( 100,914 ) ( 55,000 ) ( 155,914 ) Total principal amount $ 747,500 $ 550,000 $ 1,297,500 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) (in thousands) Straight line operating lease costs $ 992 $ 1,344 $ 2,024 $ 2,889 Finance lease costs 105 111 213 224 Variable lease costs 1,700 1,506 3,418 3,065 Total lease cost $ 2,797 $ 2,961 $ 5,655 $ 6,178 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Six Months Ended June 30, 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,443 $ 3,348 Operating cash flows for finance lease 217 212 Operating lease right-of-use assets obtained in exchange 828 240 |
Schedule of Supplemental Information Related to Remaining Lease Term and Discount Rate | Supplemental information related to the remaining lease term and discount rate are as follows: June 30, 2023 2022 Weighted-average remaining lease term (in years) Operating leases 5.2 5.6 Finance lease 2.6 3.6 Weighted-average discount rate Operating leases 6.34 % 5.73 % Finance lease 6.62 % 6.62 % |
Schedule of Future Minimum Lease Payments for Noncancelable Leases | As of June 30, 2023, future minimum lease payments for our noncancelable operating leases are as follows. Future minimum lease payments under our finance lease are not material. Amount (in thousands) Remainder of 2023 $ 2,088 Year ending December 31: 2024 4,658 2025 3,949 2026 1,880 2027 861 Thereafter 3,423 Total future minimum lease payments 16,859 Imputed interest ( 2,167 ) Total $ 14,692 Reported as of June 30, 2023 Operating lease liabilities, current portion $ 3,776 Operating lease liabilities, net of current portion 10,916 Total operating lease liabilities $ 14,692 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Based Compensation for Employees and Non Employees | Under each of the legal entity’s equity plans, we recorded stock-based compensation in the following expense categories in our condensed consolidated statements of operations for employees and non-employees: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 13,188 $ 41 $ 13,229 $ 24,925 $ 83 $ 25,008 Selling, general and administrative 13,947 — 13,947 25,645 — 25,645 Restructuring, impairment and related charges — — — — — — Total stock-based compensation $ 27,135 $ 41 $ 27,176 $ 50,570 $ 83 $ 50,653 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 BridgeBio Other Total BridgeBio Other Total (in thousands) Research and development $ 14,194 $ 158 $ 14,352 $ 22,680 $ 229 $ 22,909 Selling, general and administrative 13,951 2 13,953 28,474 31 28,505 Restructuring, impairment and related charges — — — 1,172 — 1,172 Total stock-based compensation $ 28,145 $ 160 $ 28,305 $ 52,326 $ 260 $ 52,586 |
Summary of Stock Option Activity | The following table summarizes BridgeBio’s stock option activity under the Plans for the six months ended June 30, 2023: Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 11,637,861 Regular equity program 9,811,936 $ 28.00 7.7 $ — Eidos Awards Exchange 1,445,885 $ 14.96 5.9 $ 1,427 Exchange Program 380,040 $ 2.35 6.2 $ 2,246 Granted 1,724,909 Regular equity program 1,724,909 $ 13.37 Exercised ( 55,908 ) Eidos Awards Exchange ( 14,776 ) $ 12.37 Exchange Program ( 41,132 ) $ 3.13 Cancelled ( 456,326 ) Regular equity program ( 434,560 ) $ 23.90 Eidos Awards Exchange ( 19,815 ) $ 19.75 Exchange Program ( 1,951 ) $ 4.21 Outstanding as of June 30, 2023 12,850,536 Regular equity program 11,102,285 $ 25.89 7.5 $ 18,217 Eidos Awards Exchange 1,411,294 $ 14.92 5.3 $ 7,904 Exchange Program 336,957 $ 2.25 5.7 $ 5,208 Exercisable as of June 30, 2023 8,687,555 Regular equity program 7,048,071 $ 27.02 6.6 $ 4,724 Eidos Awards Exchange 1,304,947 $ 14.01 5.2 $ 7,904 Exchange Program 334,537 $ 2.24 5.7 $ 5,173 |
Summary of Restricted Stock Units Activity | The following table summarizes BridgeBio’s RSU activity under the Plans for the six months ended June 30, 2023: Unvested Weighted- Balance as of December 31, 2022 4,108,642 $ 21.60 Granted 8,013,121 $ 11.96 Vested ( 1,590,766 ) $ 16.18 Cancelled ( 280,926 ) $ 18.13 Balance as of June 30, 2023 10,250,071 $ 15.00 |
Summary of Restricted Stock Award Activity | The following table summarizes our RSA activity under the Plans for the six months ended June 30, 2023: Unvested Weighted- Balance as of December 31, 2022 652,058 $ 7.29 Granted — Exchange Program 194,350 $ 18.55 Vested — Exchange Program ( 194,350 ) $ 18.55 Vested — Regular equity program ( 289,036 ) $ 7.18 Cancelled — Regular equity program — $ - Balance as of June 30, 2023 363,022 $ 7.38 |
2019 Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Assumptions Used to Determine Fair Value of Stock Purchase Rights | We used the Black-Scholes model to estimate the fair value of stock options and stock purchase rights under the ESPP. For the six months ended June 30, 2023, we used the following weighted-average assumptions in the Black-Scholes calculations: Stock Options ESPP Expected term (in years) 6.00 - 6.02 0.50 Expected volatility 66.23 % - 67.51 % 86.12 % - 113.19 % Risk-free interest rate 3.90 % - 4.12 % 3.12 % - 4.98 % Dividend yield — — Weighted-average fair value of stock-based awards granted $ 8.48 $ 5.54 |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Based Compensation for Employees and Non Employees | For the three and six months ended June 30, 2023 and 2022, we recognized stock-based compensation expense related to RSAs under the Plans as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Exchange Program $ — $ — $ 3,605 $ — Other RSAs 1,023 1,483 2,049 2,968 Total stock-based compensation expense $ 1,023 $ 1,483 $ 5,654 $ 2,968 |
Restructuring, Impairment and_2
Restructuring, Impairment and Related Charges (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring, Impairment and Related Charges | Restructuring, impairment and related charges included in our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Long-lived assets impairments and write-offs $ — $ — $ — $ 12,653 Severance and employee-related costs 572 2,396 715 9,412 Winding down, exit and other related costs 2,959 6,000 6,185 8,993 Total $ 3,531 $ 8,396 $ 6,900 $ 31,058 |
Schedule of Activity Related to Restructuring Liabilities Associated to Restructuring Initiatives | The following table summarizes the activity related to the restructuring liabilities associated with our restructuring initiatives for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 6,826 $ — Reclassification of final payment obligation related to a manufacturing — 2,185 Restructuring, impairment and related charges 6,900 31,058 Cash payments ( 11,526 ) ( 8,195 ) Noncash activities — ( 13,825 ) Ending balance $ 2,200 $ 11,223 Restructuring liabilities are presented in our condensed consolidated balance sheets as follows: June 30, 2023 December 31, 2022 (in thousands) Accounts payable $ 45 $ 896 Accrued compensation and benefits — 41 Accrued research and development liabilities 655 5,889 Other accrued liabilities 1,500 — Total $ 2,200 $ 6,826 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Equivalents were Excluded from Computation of Diluted Net Loss per Share | The following common stock equivalents were excluded from the computation of diluted net loss per share, because including them would have been anti-dilutive: As of June 30, 2023 2022 Unvested RSAs 363,022 1,114,006 Unvested RSUs 10,250,071 6,055,931 Unvested performance-based RSUs 7,875 84,505 Common stock options issued and outstanding 12,850,536 12,669,110 Estimated shares issuable under performance-based milestone 11,438,950 29,396,554 Estimated shares issuable under the ESPP 123,340 207,960 Assumed conversion of 2027 Notes 12,878,305 12,878,305 Assumed conversion of 2029 Notes 7,702,988 7,702,988 55,615,087 70,109,359 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash, cash equivalents and restricted cash maturity period | 90 days | ||
Restricted cash | $ 19,930 | $ 37,930 | [1] |
Restricted cash, non-current - included in "Other assets" | $ 2,276 | $ 2,265 | |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Loan and Security Agreement | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 19,800 | $ 37,800 | |
Lease Agreements and Letters of Credit | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | 100 | 100 | |
Restricted cash, non-current - included in "Other assets" | $ 2,200 | $ 2,300 | |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of voting shares | 50% | ||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 302,438 | $ 376,689 | [1] | $ 470,098 | |
Restricted cash | 19,930 | 37,930 | [1] | ||
Restricted cash, non-current - included in "Other assets" | $ 2,276 | $ 2,265 | |||
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ 324,644 | $ 416,884 | $ 472,646 | $ 396,365 | |
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Accrued Professional and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Accrued interest | $ 17,523 | $ 17,500 | |
Milestone liability | 6,000 | 2,500 | |
Accrued professional services | 4,881 | 1,790 | |
Short-term liability | 4,634 | ||
Other accrued liabilities | 6,234 | 5,190 | |
Accrued professional and other accrued liabilities | $ 39,272 | $ 26,980 | [1] |
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Cash equivalents: | |||
Total cash equivalents | $ 287,666 | $ 362,008 | |
Marketable securities: | |||
Investment in equity securities | 50,487 | 43,653 | [1] |
Level 1 | |||
Marketable securities: | |||
Investment in equity securities | 39,100 | 35,500 | |
Treasury Bills | |||
Cash equivalents: | |||
Total cash equivalents | 127,531 | ||
Commercial Paper | |||
Cash equivalents: | |||
Total cash equivalents | 159,758 | ||
Agency Discount Notes | |||
Cash equivalents: | |||
Total cash equivalents | 107,544 | ||
Recurring | |||
Cash equivalents: | |||
Total cash equivalents | 287,666 | 362,008 | |
Marketable securities: | |||
Total marketable securities | 30,869 | 51,580 | |
Investment in equity securities | 50,487 | 43,653 | |
LianBio Warrant | 792 | 570 | |
Total financial assets | 369,814 | 457,811 | |
Liability | |||
Embedded derivative | 1,624 | 1,201 | |
Short-term liability | 4,634 | ||
Total financial liabilities | 6,258 | ||
Recurring | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 52,591 | 202,250 | |
Marketable securities: | |||
Total marketable securities | 0 | 0 | |
Investment in equity securities | 50,487 | 43,653 | |
LianBio Warrant | 792 | 570 | |
Total financial assets | 103,870 | 246,473 | |
Liability | |||
Embedded derivative | 0 | 0 | |
Short-term liability | 4,634 | ||
Total financial liabilities | 4,634 | ||
Recurring | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 235,075 | 159,758 | |
Marketable securities: | |||
Total marketable securities | 30,869 | 51,580 | |
Investment in equity securities | 0 | 0 | |
LianBio Warrant | 0 | 0 | |
Total financial assets | 265,944 | 211,338 | |
Liability | |||
Embedded derivative | 0 | 0 | |
Short-term liability | 0 | ||
Total financial liabilities | 0 | ||
Recurring | Level 3 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Marketable securities: | |||
Total marketable securities | 0 | 0 | |
Investment in equity securities | 0 | 0 | |
LianBio Warrant | 0 | 0 | |
Total financial assets | 0 | 0 | |
Liability | |||
Embedded derivative | 1,624 | 1,201 | |
Short-term liability | 0 | ||
Total financial liabilities | 1,624 | ||
Recurring | Money Market Funds | |||
Cash equivalents: | |||
Total cash equivalents | 52,591 | ||
Recurring | Money Market Funds | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 52,591 | 202,250 | |
Recurring | Money Market Funds | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Recurring | Money Market Funds | Level 3 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Recurring | Treasury Bills | |||
Cash equivalents: | |||
Total cash equivalents | 127,531 | 159,758 | |
Marketable securities: | |||
Total marketable securities | 19,962 | ||
Recurring | Treasury Bills | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Marketable securities: | |||
Total marketable securities | 0 | ||
Recurring | Treasury Bills | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 127,531 | 159,758 | |
Marketable securities: | |||
Total marketable securities | 19,962 | ||
Recurring | Treasury Bills | Level 3 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Marketable securities: | |||
Total marketable securities | 0 | ||
Recurring | Commercial Paper | |||
Marketable securities: | |||
Total marketable securities | 10,907 | 51,580 | |
Recurring | Commercial Paper | Level 1 | |||
Marketable securities: | |||
Total marketable securities | 0 | 0 | |
Recurring | Commercial Paper | Level 2 | |||
Marketable securities: | |||
Total marketable securities | 10,907 | 51,580 | |
Recurring | Commercial Paper | Level 3 | |||
Marketable securities: | |||
Total marketable securities | 0 | $ 0 | |
Recurring | Agency Discount Notes | |||
Cash equivalents: | |||
Total cash equivalents | 107,544 | ||
Recurring | Agency Discount Notes | Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | ||
Recurring | Agency Discount Notes | Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 107,544 | ||
Recurring | Agency Discount Notes | Level 3 | |||
Cash equivalents: | |||
Total cash equivalents | $ 0 | ||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 02, 2021 | Jan. 28, 2021 | Mar. 09, 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair value assets, transfers between Level 1, Level 2 or Level 3 | $ 0 | $ 0 | |||||
Fair value liabilities, transfers between Level 1, Level 2 or Level 3 | 0 | 0 | |||||
Equity security investment | 50,487,000 | 43,653,000 | [1] | ||||
Gains and losses from investment in equity securities | 2,399,000 | $ (23,228,000) | |||||
Estimated fair value of outstanding term loan | 381,300,000 | 377,200,000 | |||||
LianBio | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Equity security investment | 11,400,000 | 8,200,000 | |||||
Level 1 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Equity security investment | 39,100,000 | 35,500,000 | |||||
2029 Notes | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt Instrument face amount | 747,500,000 | $ 747,500,000 | $ 717,500,000 | ||||
Estimated fair value of notes payable | 461,700,000 | 314,000,000 | |||||
2027 Notes | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt Instrument face amount | 550,000,000 | $ 550,000,000 | |||||
Estimated fair value of notes payable | $ 415,100,000 | $ 218,600,000 | |||||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Total Realized and Unrealized Gains and Losses Associated with Investment in Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Net realized gains (losses) recognized on investment in equity securities sold | $ 1,638 | $ (141) | $ 8,796 | $ (1,385) |
Net unrealized losses recognized on investment in equity securities held as of the end of the period | (203) | (10,221) | (6,397) | (21,843) |
Total net gains (losses) included in "Other income expense, net" | $ 1,435 | $ (10,362) | $ 2,399 | $ (23,228) |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalent and Marketable Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | $ 287,587 | $ 362,062 |
Unrealized Gains | 79 | 0 |
Unrealized Losses | 0 | (54) |
Cash Equivalents, Estimated Fair Value | 287,666 | 362,008 |
Amortized Cost Basis | 318,472 | 413,916 |
Unrealized Gains | 83 | 0 |
Unrealized Losses | (20) | (328) |
Estimated Fair Value | 318,535 | 413,588 |
Treasury Bills | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 127,501 | |
Unrealized Gains | 30 | |
Unrealized Losses | 0 | |
Cash Equivalents, Estimated Fair Value | 127,531 | |
Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 159,812 | |
Unrealized Gains | 0 | |
Unrealized Losses | (54) | |
Cash Equivalents, Estimated Fair Value | 159,758 | |
Agency Discount Notes | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 107,495 | |
Unrealized Gains | 49 | |
Unrealized Losses | 0 | |
Cash Equivalents, Estimated Fair Value | 107,544 | |
Money Market Funds | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis Cash Equivalents | 52,591 | 202,250 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Cash Equivalents, Estimated Fair Value | 52,591 | 202,250 |
Short-term Marketable Securities | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 30,885 | 51,854 |
Unrealized Gains | 4 | 0 |
Unrealized Losses | (20) | (274) |
Estimated Fair Value | 30,869 | 51,580 |
Short-term Marketable Securities | Treasury Bills | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 19,958 | |
Unrealized Gains | 4 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 19,962 | |
Short-term Marketable Securities | Commercial Paper | ||
Cash And Cash Equivalents [Line Items] | ||
Amortized Cost Basis | 10,927 | 51,854 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (20) | (274) |
Estimated Fair Value | $ 10,907 | $ 51,580 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Realized gains or losses on available-for-sale securities | $ 0 | $ 0 |
Available-for-sale securities, continuous unrealized loss position, more than 12 months | $ 0 | |
Short-term marketable securities contractual maturities | 2 months | 6 months |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | ||||
Adjustments of carrying value of noncontrolling interest additional paid-in capital | $ (3.1) | $ 1.8 | $ (5.9) | $ 1.5 |
Other Equity Investments - Addi
Other Equity Investments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Unrealized gain (loss) on ongoing mark-to-market adjustments of investment in equity security | $ (203) | $ (10,221) | $ (6,397) | $ (21,843) | |||
Fair value of warrants | 800 | 800 | $ 600 | ||||
Realized losses recognized on investment in equity securities | (1,638) | 141 | (8,796) | 1,385 | |||
LianBio | Equity Method Investee's IPO | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Unrealized gain (loss) on ongoing mark-to-market adjustments of investment in equity security | $ 1,600 | $ 7,700 | 3,200 | $ 20,000 | |||
Cumulative unrealized loss on ongoing mark-to-market adjustments of investment in equity security | 57,100 | $ 60,300 | |||||
Bridge Bio Pharma Limited Liability Company | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd | LianBio | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Warrant to purchase percentage | 10% | ||||||
Warrants to purchase common stock | 347,569 | ||||||
Pelle Pharm Inc [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Realized losses recognized on investment in equity securities | $ 1,200 |
Intangible Assets - Summary of
Intangible Assets - Summary of Recognized Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Estimated Useful Lives | 11 years 6 months | 12 years |
Gross amount | $ 32,500 | $ 32,500 |
Less: accumulated amortization | (4,985) | (3,788) |
Total | $ 27,515 | $ 28,712 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2018 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2018 | Dec. 31, 2022 | Mar. 04, 2022 | May 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization expenses | $ 600 | $ 600 | $ 1,200 | $ 1,200 | |||||||
Amortization expenses, remainder period | 1,200 | 1,200 | |||||||||
Amortization expenses, 2024 | 2,400 | 2,400 | |||||||||
Amortization expenses, 2025 | 2,400 | 2,400 | |||||||||
Amortization expenses, 2026 | 2,400 | 2,400 | |||||||||
Amortization expenses, 2027 | 2,400 | 2,400 | |||||||||
Amortization expenses, thereafter | 16,700 | 16,700 | |||||||||
Capitalization of finite-lived intangible asset | 32,500 | 32,500 | $ 32,500 | ||||||||
Other accrued liabilities | 6,234 | 6,234 | 5,190 | ||||||||
Accrued professional and other accrued liabilities | 39,272 | 39,272 | 26,980 | [1] | |||||||
Other long-term liabilities | 13,326 | 13,326 | 26,643 | [1] | |||||||
Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Capitalization of finite-lived intangible asset | $ 12,500 | ||||||||||
Payment Following FDA Approval of Truseltiq | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Capitalization of finite-lived intangible asset | $ 20,000 | ||||||||||
QED Therapeutics, Inc | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Accrued professional and other accrued liabilities | 6,000 | 6,000 | 2,500 | ||||||||
Other long-term liabilities | $ 5,000 | $ 5,000 | $ 8,500 | ||||||||
QED Therapeutics, Inc | Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Potential regulatory milestone payments | $ 12,500 | ||||||||||
Regulatory milestone payments term | 4 years | ||||||||||
QED Therapeutics, Inc | Maximum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Potential regulatory milestone payments | $ 60,000 | ||||||||||
Potential sales milestone payments | 35,000 | ||||||||||
Origin Biosciences, Inc. | Maximum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Potential sales milestone payments | 17,000 | ||||||||||
Assets acquisition required milestone payments | $ 15,000 | ||||||||||
Origin-Sentynl APA | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Assets acquisition required milestone payments | $ 1,000 | ||||||||||
Derecognition of capitalized intangible asset net. | $ 13,500 | ||||||||||
Origin-Sentynl APA | Maximum | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Potential sales milestone payments | $ 4,500 | ||||||||||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Potential Milestone Amounts and Accruals (Detail) $ in Thousands | Jun. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Potential Fixed Monetary Amount Settlement in Cash | $ 9,994 | |
Potential Fixed Monetary Amount Settlement in Stock | 52,482 | [1] |
Potential Fixed Monetary Amount Settlement in Cash or stock at our sole discretion | 130,922 | |
Total Potential Fixed Monetary Settlement Amount | 193,398 | |
Accrued Amount Settlement in Cash | 807 | [2] |
Accrued Amount Settlement in Stock | 8,322 | [1],[2] |
Accrued Amount Settlement in Cash or stock at our sole discretion | 3,534 | [2] |
Total Accrued Settlement Amount | $ 12,663 | [2] |
[1] Includes the performance-based milestone awards that were granted as part of the Exchange Program further discussed in Note 15. Amount recorded for performance-based milestone awards that are probable of achievement. |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments And Contingencies [Line Items] | ||
Accrued termination charges | $ 0 | |
Accrued Research and Development Liabilities | ||
Commitments And Contingencies [Line Items] | ||
Accrued exit fees | $ 3,300,000 | |
Performance-Based Milestone Awards | ||
Commitments And Contingencies [Line Items] | ||
Accrual for milestones not probable | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jan. 28, 2021 USD ($) TradingDay shares $ / shares | Jan. 25, 2021 USD ($) $ / shares shares | Mar. 09, 2020 USD ($) TradingDay shares $ / shares | Mar. 04, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | May 31, 2022 USD ($) | Feb. 02, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from term loan, net of issuance costs | $ 0 | $ 1,120,000 | ||||||||||||||
Interest expense | $ 8,554,000 | $ 8,531,000 | 17,103,000 | 17,057,000 | ||||||||||||
Amortization of debt discount and issuance costs | 913,000 | 890,000 | 1,819,000 | 1,773,000 | ||||||||||||
Interest payable | 17,523,000 | 17,523,000 | $ 17,500,000 | |||||||||||||
Debt instrument prepaid includes final payment charge and prepayment fee | 0 | 20,486,000 | ||||||||||||||
License Agreement | Navire BMS | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amount paid to lenders | $ 20,500,000 | |||||||||||||||
Principle amount paid to lenders | 20,100,000 | |||||||||||||||
Exit fee | $ 400,000 | |||||||||||||||
Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 450,000,000 | |||||||||||||||
Debt instrument, frequency of interest payment | quarterly | |||||||||||||||
Debt instrument payment amortization date | Jan. 02, 2025 | |||||||||||||||
Debt instrument potential payment extended amortization date | Jan. 02, 2026 | |||||||||||||||
Stated interest rate | 9% | |||||||||||||||
Maturity date | Nov. 17, 2026 | |||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | 1,100,000 | 1,100,000 | ||||||||||||||
Interest expense | 11,600,000 | 11,700,000 | 23,000,000 | 23,500,000 | ||||||||||||
Amortization of debt discount and issuance costs | 1,400,000 | 1,000,000 | 2,800,000 | 2,600,000 | ||||||||||||
Interest payable | 6,500,000 | 6,500,000 | 6,400,000 | |||||||||||||
Loan Agreement | Payment in Kind | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate | 3% | |||||||||||||||
Accrued interest convertible into principal | 3,400,000 | 3,300,000 | 6,700,000 | 5,100,000 | ||||||||||||
Maximum | Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 750,000,000 | |||||||||||||||
Debt instrument prepayment premium percentage | 3% | |||||||||||||||
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction | 75% | |||||||||||||||
Minimum | Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument prepayment premium percentage | 1% | |||||||||||||||
Debt instrument mandatory prepayments percentage of net cash proceeds from prepayment event transaction | 50% | |||||||||||||||
2029 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 717,500,000 | 747,500,000 | $ 747,500,000 | $ 747,500,000 | ||||||||||||
Proceeds from exercise of option to purchase additional notes | 67,500,000 | |||||||||||||||
Debt instrument option to purchase additional notes | 97,500,000 | |||||||||||||||
Proceeds from exercise of remaining portion of option to purchase additional notes | $ 30,000,000 | |||||||||||||||
Debt instrument issuance date | Jan. 28, 2021 | |||||||||||||||
Maturity year | 2029 | |||||||||||||||
Debt instrument, frequency of interest payment | semiannually | |||||||||||||||
Interest payable beginning date | Aug. 01, 2021 | |||||||||||||||
Stated interest rate | 2.25% | |||||||||||||||
Maturity date | Feb. 01, 2029 | |||||||||||||||
Description of payment terms of notes | The 2029 Notes will accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021, at a rate of 2.25% per year. The 2029 Notes will mature on February 1, 2029, unless earlier converted, redeemed or repurchased. | |||||||||||||||
Proceeds from issuance of notes after deducting discount and offering expenses | $ 731,400,000 | |||||||||||||||
Direct offering expense | 0 | |||||||||||||||
Purchase of capped calls | 61,300,000 | |||||||||||||||
Repurchase of common stock | 50,000,000 | |||||||||||||||
Denomination of the principal amount of debt in consideration conversion of the notes | $ 1,000 | |||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | |||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | |||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||||||
Number of consecutive trading day period (Measurement period) for conversion of notes | 5 days | |||||||||||||||
Number of business days in consideration of conversion of notes | 5 days | |||||||||||||||
Threshold percentage of stock price trigger in measurement period | 98% | |||||||||||||||
Conversion rate | 10.3050 | |||||||||||||||
Initial conversion price per share | $ / shares | $ 97.04 | |||||||||||||||
Debt instrument, conversion, equivalent shares of common stock | shares | 7,702,988 | |||||||||||||||
Percentage of principal amount to be repurchased in fundamental change | 100% | |||||||||||||||
Minimum threshold percentage of aggregate principal by trustee or holders | 25% | |||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | $ 16,100,000 | |||||||||||||||
Expected life of notes | 8 years | |||||||||||||||
Interest payable | 7,000,000 | $ 7,000,000 | 7,000,000 | |||||||||||||
Interest expense | 4,681,000 | 4,670,000 | 9,361,000 | 9,338,000 | ||||||||||||
Amortization of debt discount and issuance costs | 477,000 | 466,000 | 952,000 | 929,000 | ||||||||||||
2029 Notes | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, increase in conversion rate, number of shares issuable | shares | 11,361,851 | |||||||||||||||
2027 Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 550,000,000 | 550,000,000 | $ 550,000,000 | |||||||||||||
Proceeds from exercise of option to purchase additional notes | $ 75,000,000 | |||||||||||||||
Debt instrument issuance date | Mar. 09, 2020 | |||||||||||||||
Maturity year | 2027 | |||||||||||||||
Debt instrument, frequency of interest payment | semiannually | |||||||||||||||
Interest payable beginning date | Sep. 15, 2020 | |||||||||||||||
Stated interest rate | 2.50% | |||||||||||||||
Maturity date | Mar. 15, 2027 | |||||||||||||||
Description of payment terms of notes | The 2027 Notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020, at a rate of 2.50% per year. The 2027 Notes will mature on March 15, 2027, unless earlier converted or repurchased | |||||||||||||||
Proceeds from issuance of notes after deducting discount and offering expenses | $ 537,000,000 | |||||||||||||||
Purchase of capped calls | 49,300,000 | |||||||||||||||
Repurchase of common stock | 75,000,000 | |||||||||||||||
Denomination of the principal amount of debt in consideration conversion of the notes | $ 1,000 | |||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | |||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | |||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||||||||||||
Number of consecutive trading day period (Measurement period) for conversion of notes | 5 days | |||||||||||||||
Number of business days in consideration of conversion of notes | 5 days | |||||||||||||||
Threshold percentage of stock price trigger in measurement period | 98% | |||||||||||||||
Conversion rate | 23.4151 | |||||||||||||||
Initial conversion price per share | $ / shares | $ 42.71 | |||||||||||||||
Debt instrument, conversion, equivalent shares of common stock | shares | 12,878,305 | |||||||||||||||
Percentage of principal amount to be repurchased in fundamental change | 100% | |||||||||||||||
Minimum threshold percentage of aggregate principal by trustee or holders | 25% | |||||||||||||||
Debt issuance costs including initial purchasers discounts, legal and other professional fees | $ 13,000,000 | |||||||||||||||
Expected life of notes | 7 years | |||||||||||||||
Debt issuance costs allocated to equity component | $ 4,100,000 | |||||||||||||||
Debt issuance costs allocated to liability component | $ 8,900,000 | |||||||||||||||
Interest payable | 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||||||||||||
Interest expense | 3,873,000 | 3,861,000 | 7,742,000 | 7,719,000 | ||||||||||||
Amortization of debt discount and issuance costs | $ 436,000 | $ 424,000 | 867,000 | $ 844,000 | ||||||||||||
2027 Notes | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, increase in conversion rate, number of shares issuable | shares | 17,707,635 | |||||||||||||||
2021 Capped Call Transactions | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Purchase of capped calls | $ 61,300,000 | |||||||||||||||
Initial conversion price per share | $ / shares | $ 97.04 | |||||||||||||||
Capped call transaction, cap price per share | $ / shares | $ 131.58 | |||||||||||||||
Number of shares covered by capped calls | shares | 7,702,988 | |||||||||||||||
Adjustments to additional paid in capital related to premium payments | $ 61,300,000 | |||||||||||||||
2021 Capped Call Transactions | Share Repurchase Transactions | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repurchase of common stock | $ 50,000,000 | |||||||||||||||
Stock repurchased during period, shares | shares | 759,993 | |||||||||||||||
Repurchase of common stock price per share | $ / shares | $ 65.79 | |||||||||||||||
2020 Capped Call Transactions | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Purchase of capped calls | $ 49,300,000 | |||||||||||||||
Initial conversion price per share | $ / shares | $ 42.71 | |||||||||||||||
Capped call transaction, cap price per share | $ / shares | $ 62.12 | |||||||||||||||
Premium over last reported sale price percentage | 100% | |||||||||||||||
Number of shares covered by capped calls | shares | 12,878,305 | |||||||||||||||
Adjustments to additional paid in capital related to premium payments | $ 49,300,000 | |||||||||||||||
2020 Capped Call Transactions | Share Repurchase Transactions | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repurchase of common stock | $ 75,000,000 | |||||||||||||||
Stock repurchased during period, shares | shares | 2,414,681 | |||||||||||||||
Repurchase of common stock price per share | $ / shares | $ 31.06 | |||||||||||||||
Tranche 1 Advance | Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of Term Loans after deducting debt discount and issuance costs | 431,300,000 | |||||||||||||||
Proceeds from term loan, net of issuance costs | $ 18,700,000 | |||||||||||||||
Tranche 1 Advance | Maximum | Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 450,000,000 | |||||||||||||||
Tranche 2 Advance | Maximum | Loan Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 300,000,000 | |||||||||||||||
Debt instrument, amount available to be drawn | $ 100,000,000 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Notes Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
2029 Notes | ||
Debt Instrument [Line Items] | ||
Principal | $ 747,500 | $ 747,500 |
Unamortized debt discount and issuance costs | (11,560) | (12,512) |
Net carrying amount | 735,940 | 734,988 |
2027 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 550,000 | 550,000 |
Unamortized debt discount and issuance costs | (7,499) | (8,366) |
Net carrying amount | $ 542,501 | $ 541,634 |
Debt - Schedule of Total Intere
Debt - Schedule of Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 7,641 | $ 7,641 | $ 15,284 | $ 15,284 |
Amortization of debt discount and issuance costs | 913 | 890 | 1,819 | 1,773 |
Total interest and amortization expense | 8,554 | 8,531 | 17,103 | 17,057 |
2029 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 4,204 | 4,204 | 8,409 | 8,409 |
Amortization of debt discount and issuance costs | 477 | 466 | 952 | 929 |
Total interest and amortization expense | $ 4,681 | $ 4,670 | $ 9,361 | $ 9,338 |
Effective interest rate | 2.60% | 2.60% | 2.60% | 2.60% |
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 3,437 | $ 3,437 | $ 6,875 | $ 6,875 |
Amortization of debt discount and issuance costs | 436 | 424 | 867 | 844 |
Total interest and amortization expense | $ 3,873 | $ 3,861 | $ 7,742 | $ 7,719 |
Effective interest rate | 2.80% | 2.80% | 2.80% | 2.80% |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Payments under Notes (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
2029 Notes and Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2023 | $ 8,409 |
2024 | 16,819 |
2025 | 16,819 |
2026 | 16,819 |
2027 | 16,819 |
Thereafter | 772,729 |
Total future payments | 848,414 |
Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (100,914) |
2029 Notes | |
Debt Instrument [Line Items] | |
Total future payments | 747,500 |
2027 Notes and Interest on 2027 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2023 | 6,875 |
2024 | 13,750 |
2025 | 13,750 |
2026 | 13,750 |
2027 | 556,875 |
Total future payments | 605,000 |
Interest on 2027 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (55,000) |
2027 Notes | |
Debt Instrument [Line Items] | |
Total future payments | 550,000 |
2027 Notes and Interest on 2027 Notes and 2029 Notes and Interest on 2029 Notes | |
Debt Instrument [Line Items] | |
Remainder of 2023 | 15,284 |
2024 | 30,569 |
2025 | 30,569 |
2026 | 30,569 |
2027 | 573,694 |
Thereafter | 772,729 |
Total future payments | 1,453,414 |
Interest on 2027 and 2029 Notes | |
Debt Instrument [Line Items] | |
Less amounts representing interest | (155,914) |
2029 Notes and 2027 Notes | |
Debt Instrument [Line Items] | |
Total future payments | $ 1,297,500 |
Debt - Schedule of Balances of
Debt - Schedule of Balances of Borrowing under Loan Agreement (Details) - Loan Agreement - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal value of term loans | $ 429,916 | $ 429,916 |
Debt discount, issuance costs and exit fee accretion | (11,486) | (14,247) |
Term Loan, net | 440,496 | 430,993 |
Payment in Kind | ||
Debt Instrument [Line Items] | ||
Principal value of term loans | $ 22,066 | $ 15,324 |
Debt - Schedule of Future Min_2
Debt - Schedule of Future Minimum Payments Under Term Loan Agreement (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Term Loans, Interest on Term Loans and Exit Fee of Term Loan Agreement | |
Debt Instrument [Line Items] | |
Remainder of 2023 | $ 17,086 |
2024 | 41,243 |
2025 | 41,243 |
2026 | 507,135 |
Total future payments | 606,707 |
Term Loan Agreement | |
Debt Instrument [Line Items] | |
Total future payments | 451,982 |
Less amounts representing interest | (146,127) |
Less exit fee | $ (8,598) |
License and Collaboration Agr_2
License and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Mar. 29, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2022 | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | $ 1,641,000 | $ 73,746,000 | $ 3,467,000 | $ 75,440,000 | |||||||||||
Deferred revenue, current portion | $ 8,156,000 | [1] | 6,210,000 | 6,210,000 | |||||||||||
Receivable from licensing and collaboration agreements | 17,079,000 | [1] | 8,614,000 | 8,614,000 | |||||||||||
Research and development | 107,488,000 | 108,400,000 | 200,349,000 | 216,049,000 | |||||||||||
Allowance for credit losses | 0 | $ 0 | 0 | ||||||||||||
Common Stock | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Shares issued | 63,470 | 8,823,530 | |||||||||||||
ASC 808 | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
License agreements share of co-commercialization loss as reduction to selling, general and administrative expenses | $ 0 | 600,000 | 0 | 1,800,000 | |||||||||||
Helsinn Therapeutics | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Reimbursable payment received | 15,000,000 | ||||||||||||||
Receivable from licensing and collaboration agreements | 8,000,000 | 8,000,000 | |||||||||||||
Close-out plan costs subject to reimbursement | $ 2,100,000 | $ 4,500,000 | |||||||||||||
Percentage of close-out plan costs, subject to reimbursement | 50% | 50% | |||||||||||||
QED Therapeutics, Inc | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Close-out plan costs | $ 11,000,000 | $ 2,100,000 | $ 5,700,000 | ||||||||||||
Receivable from licensing and collaboration agreements | 7,000,000 | 7,000,000 | |||||||||||||
QED Therapeutics, Inc | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Warrant to purchase percentage | 10% | ||||||||||||||
Nonrefundable upfront payment receivable | $ 10,000,000 | ||||||||||||||
QED Therapeutics, Inc | Maximum | Entities Affiliated With Perceptive Life Sciences Master Fund Ltd | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Future potential development and sales milestone payments yet to receive | $ 132,500,000 | ||||||||||||||
License and Collaboration Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Unbilled receivables | $ 16,800,000 | $ 6,500,000 | $ 6,500,000 | ||||||||||||
Percentage of total unbilled receivables | 97.50% | 93.40% | 93.40% | ||||||||||||
License and Collaboration Agreement | Helsinn Therapeutics | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Percentage share of global development costs | 60% | ||||||||||||||
License and Collaboration Agreement | BMS | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront payment yet to be received | 90,000,000 | 90,000,000 | |||||||||||||
Upfront, regulatory and launch milestone payments yet to be received | $ 815,000,000 | $ 815,000,000 | |||||||||||||
License and Collaboration Agreement | QED Therapeutics, Inc | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
License agreement percentage share of profits and losses | 50% | ||||||||||||||
Percentage share of global development costs | 40% | ||||||||||||||
Regulatory and sales-based milestone payments yet to be received | $ 66,000,000 | ||||||||||||||
Reimbursable research and development | 18,800,000 | ||||||||||||||
Reimbursable payment outstanding | 31,300,000 | 31,300,000 | |||||||||||||
Reimbursable commercial contracted activities | 12,500,000 | ||||||||||||||
License and Collaboration Agreement | QED Therapeutics, Inc | Helsinn Therapeutics | ASC 808 | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Research and development | 1,000,000 | 9,500,000 | 2,200,000 | 15,700,000 | |||||||||||
License and Collaboration Agreement | Navire Pharma, Inc | BMS | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Milestone payments | 0 | 0 | |||||||||||||
Initial transaction price for the license and collaboration agreement | 90,000,000 | ||||||||||||||
Allocation of transaction price for research and development | 19,800,000 | ||||||||||||||
Allocation of transaction price to licenses | 70,200,000 | ||||||||||||||
Deferred revenue | $ 15,300,000 | 12,100,000 | 12,100,000 | ||||||||||||
Deferred revenue, current portion | 8,200,000 | 6,200,000 | 6,200,000 | ||||||||||||
Deferred revenue, noncurrent | 7,100,000 | 5,900,000 | 5,900,000 | ||||||||||||
License and Collaboration Agreement | Navire Pharma, Inc | Research and Development Expense | BMS | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | 1,500,000 | 3,200,000 | 3,200,000 | 3,200,000 | |||||||||||
License and Collaboration Agreement | Receivable from Licensing and Collaboration Agreements | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Receivable from licensing and collaboration agreements | 17,100,000 | 8,600,000 | 8,600,000 | ||||||||||||
License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Close-out plan costs subject to reimbursement | 1,000,000 | ||||||||||||||
License Agreement | Helsinn Therapeutics | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Receivable from licensing and collaboration agreements | $ 16,300,000 | ||||||||||||||
License Agreement | LianBio | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Nonrefundable upfront payment receivable | $ 8,000,000 | ||||||||||||||
License Agreement | LianBio | License and Services Revenue | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | $ 8,500,000 | ||||||||||||||
License Agreement | Maximum | LianBio | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Future potential development and sales milestone payments yet to receive | $ 382,100,000 | ||||||||||||||
License Agreement | QED Therapeutics, Inc | LianBio | License and Services Revenue | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | 0 | 0 | |||||||||||||
License Agreement | Navire Pharma, Inc | LianBio | License and Services Revenue | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | 0 | $ 0 | 0 | $ 0 | |||||||||||
Foundation Medicine Diagnostics Agreement | QED Therapeutics, Inc | Foundation Medicine, Inc | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Reimbursable payment received | 4,000,000 | ||||||||||||||
Receivable from licensing and collaboration agreements | $ 5,300,000 | ||||||||||||||
Reimbursable remaining commencing installments | $ 11,000,000 | ||||||||||||||
Reimbursable remaining due in eleven equal monthly commencing installments | $ 1,000,000 | ||||||||||||||
Alexion License Agreements | Eidos | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront nonrefundable payment received | $ 25,000,000 | ||||||||||||||
Alexion License Agreements | Maximum | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Regulatory milestone payment receivable subject to achievement of regulator milestones | 30,000,000 | 30,000,000 | |||||||||||||
Alexion Agreements | Eidos | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue | 26,700,000 | ||||||||||||||
Nonrefundable upfront payment receivable | $ 25,000,000 | ||||||||||||||
Alexion Agreements | Eidos | Common Stock | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Shares issued | 556,173 | ||||||||||||||
Shares issued, price per share | $ 44.95 | ||||||||||||||
Aggregate purchase price | $ 25,000,000 | ||||||||||||||
Excess of purchase price over the value of common stock shares | $ 1,700,000 | $ 1,700,000 | |||||||||||||
Alexion Agreements | Eidos | Common Stock | The Nasdaq Global Select Market | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Shares issued, price per share | $ 41.91 | ||||||||||||||
Excess of purchase price over the value of common stock shares | $ 1,700,000 | ||||||||||||||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
In-licensing Agreements - Addit
In-licensing Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2022 License | Mar. 31, 2017 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Aug. 31, 2016 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Research and development expense | $ 107,488,000 | $ 108,400,000 | $ 200,349,000 | $ 216,049,000 | |||
Eidos Therapeutics, Inc | Stanford License Agreement | Leland Stanford Junior University | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License fees | $ 10,000 | ||||||
Milestone payments | $ 1,000,000 | ||||||
License agreement of percentage | 10% | ||||||
TheRas, Inc | Leidos Biomedical Research License and Cooperative Research and Development Agreements | Leidos Biomedical Research, Inc | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Research and development expense | 700,000 | 1,300,000 | $ 1,200,000 | 1,700,000 | |||
Number of license agreements | License | 2 | ||||||
QED Therapeutics, Inc | Foundation Medicine Diagnostics Agreement | Foundation Medicine, Inc | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Research and development expense | $ 0 | $ 400,000 | $ 0 | $ 1,000,000 |
Sale of Nonfinancial Assets - A
Sale of Nonfinancial Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 31, 2022 | Oct. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | [1] | May 31, 2022 | Mar. 04, 2022 | |
Asset Acquisition [Line Items] | |||||||||||
Gross proceeds from sale of priority review voucher | $ 0 | $ 110,000 | |||||||||
Loss on sale of certain assets | 0 | 6,261 | |||||||||
Intangible assets, net | 27,515 | $ 28,712 | |||||||||
Priority Review Voucher | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Definitive agreement to sell | $ 110,000 | ||||||||||
Gross proceeds from sale of priority review voucher | $ 110,000 | ||||||||||
Gain recognized, net of transactions costs | $ 107,900 | $ 107,900 | |||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |||||||||
Origin-Sentynl APA | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Upfront payment received | $ 10,000 | ||||||||||
Intangible assets, net | 16,300 | ||||||||||
Regulatory-based milestone payment | $ 3,500 | ||||||||||
Origin-Sentynl APA | Other income (expense), net | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Loss on sale of certain assets | $ 6,300 | ||||||||||
Origin-Sentynl APA | Maximum [Member] | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Potential sales milestone payments | $ 4,500 | ||||||||||
Regulatory-based milestone payment | $ 1,000 | ||||||||||
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Straight line operating lease costs | $ 992 | $ 1,344 | $ 2,024 | $ 2,889 |
Finance lease costs | 105 | 111 | 213 | 224 |
Variable lease costs | 1,700 | 1,506 | 3,418 | 3,065 |
Total lease cost | $ 2,797 | $ 2,961 | $ 5,655 | $ 6,178 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows for operating leases | $ 2,443 | $ 3,348 |
Operating cash flows for finance lease | 217 | 212 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 828 | $ 240 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Information Related to Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2023 | Jun. 30, 2022 |
Weighted-average remaining lease term (in years) | ||
Operating leases | 5 years 2 months 12 days | 5 years 7 months 6 days |
Finance lease | 2 years 7 months 6 days | 3 years 7 months 6 days |
Weighted-average discount rate | ||
Operating leases | 6.34% | 5.73% |
Finance lease | 6.62% | 6.62% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Noncancelable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | [1] |
Leases [Abstract] | |||
Operating leases, Remainder of 2023 | $ 2,088 | ||
Operating leases, 2024 | 4,658 | ||
Operating leases, 2025 | 3,949 | ||
Operating leases, 2026 | 1,880 | ||
Operating leases, 2027 | 861 | ||
Operating leases, Thereafter | 3,423 | ||
Operating leases, Total future minimum lease payments | 16,859 | ||
Operating leases, Imputed interest | (2,167) | ||
Total operating lease liabilities | 14,692 | ||
Operating lease liabilities, current portion | 3,776 | $ 3,675 | |
Operating lease liabilities, net of current portion | $ 10,916 | $ 12,274 | |
[1] The condensed consolidated balance sheet as of December 31, 2022 is derived from the audited consolidated financial statements as of that date. |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||||||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | ||
One time fees asset non-current | $ 10,000 | |||||
Construction-in-Progress | ||||||
Lessee Lease Description [Line Items] | ||||||
Construction-in-progress asset | 10,000 | 10,000 | ||||
Pre-tax impairment loss on asset | $ (10,200) | |||||
Manufacturing Agreement | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement expiration | 5 years | |||||
Supplemental Agreement | ||||||
Lessee Lease Description [Line Items] | ||||||
Cost related to manufacturing suite and additional equipment | $ 200 | |||||
Termination Agreement | ||||||
Lessee Lease Description [Line Items] | ||||||
Remaining payable related to dedicated manufacturing suite | 2,000 | 2,000 | ||||
Payable related to termination fees for other existing services | $ 1,800 | $ 1,800 |
Public Offerings and Share Re_2
Public Offerings and Share Repurchase Program - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 03, 2023 | Mar. 10, 2023 | Jul. 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Jul. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Public offerings and share repurchase program [Line Items] | |||||||||||||
Net proceeds issued from offerings | $ 144,049,000 | $ 0 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Shares issued | $ 1,033,000 | $ 143,016,000 | |||||||||||
At-the-Market Offerings | Subsequent Event | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Net proceeds issued from offerings | $ 27,200,000 | ||||||||||||
Common Stock | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 455,800 | ||||||||||||
Sale of stock, public offering price per share | $ 10.9 | ||||||||||||
Net proceeds issued from offerings | $ 4,900,000 | ||||||||||||
Shares issued | $ 9,000 | ||||||||||||
Common Stock | At-the-Market Offerings | Subsequent Event | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Sale of stock, public offering price per share | $ 34.46 | ||||||||||||
Common Stock | Maximum | At-the-Market Offerings | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Aggregate offering, issuance and sale price of common stock to be issued | $ 350,000,000 | ||||||||||||
Percentage of cash commission | 3% | ||||||||||||
2021 Share Repurchase Program | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Stock repurchased during period, shares | 3,017,087 | ||||||||||||
Stock repurchased, average price per share | $ 49.72 | ||||||||||||
Stock repurchased, value | $ 150,000,000 | ||||||||||||
2021 Share Repurchase Program | Common Stock | Maximum | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Share repurchase program, authorized amount | $ 150,000,000 | ||||||||||||
2023 Follow-on Offering | Common Stock | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Net proceeds issued from offerings | $ 1,000,000 | $ 143,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Public offering price per share | $ 17 | $ 17 | |||||||||||
Shares issued | 63,470 | 8,823,530 | |||||||||||
Underwriting discounts and commissions | 1,323,529 | ||||||||||||
Underwriting fees and commissions | 6,500,000 | ||||||||||||
Deferred offering costs | 500,000 | ||||||||||||
Commissions paid | $ 500,000 | ||||||||||||
2023 Follow-on Offering | Common Stock | Maximum | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Percentage of cash commission | 0.315% | 0.315% | |||||||||||
Percentage of Underwriters Commissions | 4.30% | 4.30% | |||||||||||
Underwriting fees and commissions | $ 100,000 | ||||||||||||
2023 Follow-on Offering | Common Stock | Minimum | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Percentage of outstanding securities | 5% | 5% | |||||||||||
2023 ATM Agreement | Common Stock | At-the-Market Offerings | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
2023 ATM Agreement | Common Stock | Maximum | At-the-Market Offerings | |||||||||||||
Public offerings and share repurchase program [Line Items] | |||||||||||||
Aggregate offering price of common stock that may issued and sold | $ 450,000,000 | ||||||||||||
Percentage of sales agents commission | 3% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation for Employees and Non Employees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 27,176 | $ 28,305 | $ 50,653 | $ 52,586 |
BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 27,135 | 28,145 | 50,570 | 52,326 |
Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 41 | 160 | 83 | 260 |
Research and Development Expense | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 13,229 | 14,352 | 25,008 | 22,909 |
Research and Development Expense | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 13,188 | 14,194 | 24,925 | 22,680 |
Research and Development Expense | Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 41 | 158 | 83 | 229 |
Selling, General and Administrative Expenses | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 13,947 | 13,953 | 25,645 | 28,505 |
Selling, General and Administrative Expenses | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 13,947 | 13,951 | $ 25,645 | 28,474 |
Selling, General and Administrative Expenses | Other Subsidiaries Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 2 | 31 | ||
Restructuring, Impairment and Related Charges | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | 1,172 | |||
Restructuring, Impairment and Related Charges | BridgeBio Equity Plan | ||||
Employee And Non Employee Service Share Based Compensation [Line Items] | ||||
Total stock-based compensation | $ 1,172 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Nov. 18, 2020 USD ($) Grantee shares | Apr. 22, 2020 USD ($) Grantee shares | Jun. 22, 2019 shares | Jun. 30, 2023 USD ($) Employee shares | Mar. 31, 2023 | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Employee $ / shares shares | Jun. 30, 2022 USD ($) | Feb. 28, 2023 shares | Dec. 31, 2021 shares | Nov. 13, 2019 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | $ 27,176,000 | $ 28,305,000 | $ 50,653,000 | $ 52,586,000 | |||||||
Employee Stock Purchase Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Weighted-average grand date fair value of options granted | $ / shares | $ 5.54 | ||||||||||
2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation cost associated with performance-based milestone awards | 500,000 | 3,400,000 | $ 2,200,000 | 2,500,000 | |||||||
Maximum potential milestone performance-based awards to be settled in fully-vested RSA | $ 11,700,000 | $ 183,400,000 | |||||||||
Performance-based milestone awards | $ 0 | $ 17,400,000 | |||||||||
2020 Stock and Equity Award Exchange Program | Minimum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Performance-based milestone awards period for recognition | 8 months 12 days | ||||||||||
2020 Stock and Equity Award Exchange Program | Maximum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Performance-based milestone awards period for recognition | 1 year 8 months 12 days | ||||||||||
Employee Stock Option | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Weighted-average grand date fair value of options granted | $ / shares | $ 8.48 | ||||||||||
Employee Stock Option | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of options issued in exchange of subsidiary equity | shares | 70,436 | 1,268,110 | |||||||||
Restricted Stock Awards | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of RSAs issued in exchange of subsidiary equity | shares | 50,145 | ||||||||||
Performance based milestone awards compensation expense settled with equity | $ 2,000,000 | $ 3,000,000 | |||||||||
Performance-Based RSAs | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of Performance-Based RSAs issued in exchange of subsidiary equity | shares | 22,611 | ||||||||||
Performance-Based Stock Options | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of Performance-Based stock options issued in exchange of subsidiary equity | shares | 10,772 | ||||||||||
A&R 2019 Plan | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of grantees | Grantee | 16 | 149 | |||||||||
Number of shares issued in exchange of subsidiary equity | shares | 24,924 | 554,064 | |||||||||
A&R 2019 Plan | Common Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common shares reserved for future issuance | shares | 2,000,000 | 1,000,000 | |||||||||
2021 A&R Plan | Common Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common shares reserved for future issuance | shares | 6,744,341 | 6,744,341 | |||||||||
A&R 2019 Inducement Plan | Common Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common shares reserved for future issuance | shares | 930,077 | 930,077 | |||||||||
Eidos Award Exchange Plan | Common Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common shares reserved for future issuance | shares | 2,802,644 | ||||||||||
A&R 2019 Plan and 2019 Inducement Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Weighted-average grand date fair value of options granted | $ / shares | $ 8.48 | ||||||||||
Total intrinsic value of options exercised | $ 600,000 | ||||||||||
A&R 2019 Plan and 2019 Inducement Plan | 2020 Stock and Equity Award Exchange Program | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | 3,605,000 | ||||||||||
A&R 2019 Plan and 2019 Inducement Plan | Employee Stock Option | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Stock-based compensation | $ 8,100,000 | 9,400,000 | 15,000,000 | 20,200,000 | |||||||
Unrecognized compensation cost | 49,300,000 | $ 49,300,000 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years 4 months 24 days | ||||||||||
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Awards | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | 1,023,000 | 1,483,000 | $ 5,654,000 | 2,968,000 | |||||||
Unrecognized compensation cost | 2,600,000 | $ 2,600,000 | |||||||||
Unrecognized compensation cost, period for recognition | 7 months 6 days | ||||||||||
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Units (RSUs) | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | 15,100,000 | 12,100,000 | $ 27,400,000 | 24,000,000 | |||||||
Unrecognized compensation cost | 145,600,000 | $ 145,600,000 | |||||||||
Unrecognized compensation cost, period for recognition | 3 years 1 month 6 days | ||||||||||
BridgeBio Equity Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Performance-based milestone awards compensation expense | $ 1,600,000 | 200,000 | |||||||||
Stock-based compensation | $ 27,135,000 | 28,145,000 | $ 50,570,000 | 52,326,000 | |||||||
BridgeBio Equity Plan | 2019 Employee Stock Purchase Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common shares reserved for future issuance | shares | 3,703,691 | 3,703,691 | |||||||||
Stock-based compensation | $ 400,000 | $ 700,000 | $ 900,000 | $ 1,400,000 | |||||||
Number of common shares authorized to issue for issuance of awards | shares | 2,000,000 | ||||||||||
Percentage of automatic annual increase in number of shares reserved for future issuance | 1% | ||||||||||
Purchase price as percentage of lower of fair market value as of beginning or end of offering period | 85% | ||||||||||
Maximum percentage of employee payroll deduction for stock purchase | 15% | ||||||||||
Maximum number of shares eligible to purchase during offering period | shares | 3,500 | ||||||||||
BridgeBio Equity Plan | 2019 Employee Stock Purchase Plan | Employee Stock Purchase Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of common shares authorized to issue for issuance of awards | shares | 2,000,000 | ||||||||||
Eidos | Eidos 2016 and 2018 Plans | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of options issued in exchange of subsidiary equity | shares | 2,776,672 | ||||||||||
Number of RSUs issued in exchange of subsidiary equity | shares | 25,972 | ||||||||||
Number of employees for replacement awards | Employee | 88 | 88 | |||||||||
Incremental compensation cost for awards modification | $ 0 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity under Plans (Details) - A&R 2019 Plan and 2019 Inducement Plan - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 11,637,861 | |
Options Outstanding, Granted | 1,724,909 | |
Options Outstanding, Exercised | (55,908) | |
Options Outstanding, Cancelled | (456,326) | |
Options Outstanding, Outstanding, Ending balance | 12,850,536 | 11,637,861 |
Options Outstanding, Exercisable | 8,687,555 | |
Eidos | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 1,445,885 | |
Options Outstanding, Exercised | (14,776) | |
Options Outstanding, Cancelled | (19,815) | |
Options Outstanding, Outstanding, Ending balance | 1,411,294 | 1,445,885 |
Options Outstanding, Exercisable | 1,304,947 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 14.96 | |
Weighted-Average Exercise Price per Option, Exercised | 12.37 | |
Weighted-Average Exercise Price per Option, Cancelled | 19.75 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 14.92 | $ 14.96 |
Weighted-Average Exercise Price per Option, Exercisable | $ 14.01 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 5 years 3 months 18 days | 5 years 10 months 24 days |
Weighted-Average Remaining Contractual Life (years), Exercisable | 5 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 7,904 | $ 1,427 |
Aggregate Intrinsic Value, Exercisable | $ 7,904 | |
Regular Equity Program | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 9,811,936 | |
Options Outstanding, Granted | 1,724,909 | |
Options Outstanding, Cancelled | (434,560) | |
Options Outstanding, Outstanding, Ending balance | 11,102,285 | 9,811,936 |
Options Outstanding, Exercisable | 7,048,071 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 28 | |
Weighted-Average Exercise Price per Option, Granted | 13.37 | |
Weighted-Average Exercise Price per Option, Cancelled | 23.9 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 25.89 | $ 28 |
Weighted-Average Exercise Price per Option, Exercisable | $ 27.02 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 7 years 6 months | 7 years 8 months 12 days |
Weighted-Average Remaining Contractual Life (years), Exercisable | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 18,217 | |
Aggregate Intrinsic Value, Exercisable | $ 4,724 | |
2020 Stock and Equity Award Exchange Program | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Outstanding, Beginning balance | 380,040 | |
Options Outstanding, Exercised | (41,132) | |
Options Outstanding, Cancelled | (1,951) | |
Options Outstanding, Outstanding, Ending balance | 336,957 | 380,040 |
Options Outstanding, Exercisable | 334,537 | |
Weighted-Average Exercise Price per Option, Outstanding, Beginning balance | $ 2.35 | |
Weighted-Average Exercise Price per Option, Exercised | 3.13 | |
Weighted-Average Exercise Price per Option, Cancelled | 4.21 | |
Weighted-Average Exercise Price per Option, Outstanding, Ending balance | 2.25 | $ 2.35 |
Weighted-Average Exercise Price per Option, Exercisable | $ 2.24 | |
Weighted-Average Remaining Contractual Life (years), Outstanding, Ending balance | 5 years 8 months 12 days | 6 years 2 months 12 days |
Weighted-Average Remaining Contractual Life (years), Exercisable | 5 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 5,208 | $ 2,246 |
Aggregate Intrinsic Value, Exercisable | $ 5,173 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - A&R 2019 Plan and 2019 Inducement Plan - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares | 4,108,642 |
Unvested Shares of Restricted Stock Outstanding, Granted | shares | 8,013,121 |
Unvested Shares of Restricted Stock Outstanding, Vested | shares | (1,590,766) |
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares | (280,926) |
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares | 10,250,071 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 21.6 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 11.96 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 16.18 |
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares | 18.13 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 15 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Award Activity under Plans (Details) - Restricted Stock Awards - A&R 2019 Plan and 2019 Inducement Plan | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Beginning balance | shares | 652,058 |
Unvested Shares of Restricted Stock Outstanding, Ending balance | shares | 363,022 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 7.29 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 7.38 |
2020 Stock and Equity Award Exchange Program | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Granted | shares | 194,350 |
Unvested Shares of Restricted Stock Outstanding, Vested | shares | (194,350) |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 18.55 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 18.55 |
Regular Equity Program | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares of Restricted Stock Outstanding, Vested | shares | (289,036) |
Unvested Shares of Restricted Stock Outstanding, Cancelled | shares | 0 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 7.18 |
Weighted-Average Grant Date Fair Value, Cancelled | $ / shares | $ 0 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Recognized Stock-based Compensation Expense Related to Restricted Stock Award Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 27,176 | $ 28,305 | $ 50,653 | $ 52,586 |
A&R 2019 Plan and 2019 Inducement Plan | Other RSAs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,023 | 1,483 | 2,049 | 2,968 |
A&R 2019 Plan and 2019 Inducement Plan | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,023 | $ 1,483 | 5,654 | $ 2,968 |
A&R 2019 Plan and 2019 Inducement Plan | 2020 Stock and Equity Award Exchange Program | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 3,605 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Stock Options and Stock Purchase Rights under ESPP (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility, Minimum | 86.12% |
Expected volatility, Maximum | 113.19% |
Risk-free interest rate, Minimum | 3.12% |
Risk-free interest rate, Maximum | 4.98% |
Dividend yield | 0% |
Weighted-average fair value of stock-based awards granted | $ 5.54 |
Employee Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, Minimum | 66.23% |
Expected volatility, Maximum | 67.51% |
Risk-free interest rate, Minimum | 3.90% |
Risk-free interest rate, Maximum | 4.12% |
Dividend yield | 0% |
Weighted-average fair value of stock-based awards granted | $ 8.48 |
Employee Stock Options | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years |
Employee Stock Options | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 7 days |
Restructuring, Impairment and_3
Restructuring, Impairment and Related Charges - Additional Information (Details) - Scenario Forecast $ in Millions | Dec. 31, 2023 USD ($) |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Estimated charges to be incurred | $ 7 |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Estimated charges to be incurred | $ 9 |
Restructuring, Impairment and_4
Restructuring, Impairment and Related Charges - Summary of Restructuring, Impairment and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Long-lived assets impairments and write-offs | $ 0 | $ 0 | $ 0 | $ 12,653 |
Severance and employee-related costs | 572 | 2,396 | 715 | 9,412 |
Winding down, exit and other related costs | 2,959 | 6,000 | 6,185 | 8,993 |
Total | $ 3,531 | $ 8,396 | $ 6,900 | $ 31,058 |
Restructuring, Impairment and_5
Restructuring, Impairment and Related Charges - Schedule of Activity Related to Restructuring Liabilities Associated to Restructuring Initiatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liabilities, balance | $ 6,826 | $ 0 | ||
Reclassification of final payment obligation related to a manufacturing agreement that was recognized in the prior period (see Note 13) | 0 | 2,185 | ||
Restructuring, impairment and related charges | $ 3,531 | $ 8,396 | 6,900 | 31,058 |
Cash payments | (11,526) | (8,195) | ||
Noncash activities | 0 | (13,825) | ||
Restructuring liabilities, balance | 2,200 | $ 11,223 | 2,200 | $ 11,223 |
Accounts Payable | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liabilities, balance | 896 | |||
Restructuring liabilities, balance | 45 | 45 | ||
Accrued Compensation and Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liabilities, balance | 41 | |||
Restructuring liabilities, balance | 0 | 0 | ||
Accrued Research and Development Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liabilities, balance | 5,889 | |||
Restructuring liabilities, balance | 655 | 655 | ||
Other Accrued Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liabilities, balance | 0 | |||
Restructuring liabilities, balance | $ 1,500 | $ 1,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Aug. 16, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | |||||
Provision for income tax | $ 0 | $ 0 | $ 0 | $ 0 | |
Percentage of corporate alternative minimum tax rate | 15% | ||||
Percentage of excise tax on corporate stock buy-back | 1% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Stock Equivalents were Excluded from Computation of Diluted Net Loss per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 55,615,087 | 70,109,359 |
Unvested RSAs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 363,022 | 1,114,006 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 10,250,071 | 6,055,931 |
Unvested Performance-Based RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 7,875 | 84,505 |
Common Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 12,850,536 | 12,669,110 |
Estimated Shares Issuable Under Performance-Based Milestone Compensation Arrangements | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 11,438,950 | 29,396,554 |
Estimated Shares Issuable Under the ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 123,340 | 207,960 |
Assumed Conversion of 2027 Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 12,878,305 | 12,878,305 |
Assumed Conversion of 2029 Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 7,702,988 | 7,702,988 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Net proceeds issued from offerings | $ 144,049 | $ 0 | ||||
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 63,470 | 8,823,530 | ||||
Common stock price | $ 10.9 | |||||
Net proceeds issued from offerings | $ 4,900 | |||||
Subsequent Event | At-the-Market Offerings | ||||||
Subsequent Event [Line Items] | ||||||
Net proceeds issued from offerings | $ 27,200 | |||||
Common stock sales agent's commissions | $ 400 | |||||
Subsequent Event | At-the-Market Offerings | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 800,000 | |||||
Common stock price | $ 34.46 |