Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PHATHOM PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001783183 | |
Entity Tax Identification Number | 82-4151574 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39094 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 100 Campus Drive | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Florham Park | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07932 | |
City Area Code | 877 | |
Local Phone Number | 742-8466 | |
Entity Common Stock, Shares Outstanding | 57,252,519 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | PHAT | |
Security Exchange Name | NASDAQ |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 213,677 | $ 155,385 |
Prepaid expenses and other current assets | 12,938 | 5,127 |
Inventory | 111 | |
Total current assets | 226,726 | 160,512 |
Property, plant and equipment, net | 1,976 | 1,207 |
Operating lease right-of-use assets | 1,682 | 2,287 |
Restricted cash | 2,858 | 505 |
Other long-term assets | 3,750 | 299 |
Total assets | 236,992 | 164,810 |
Current liabilities: | ||
Accounts payable (including related party amounts of $27 and $35, respectively) | 5,794 | 9,997 |
Accrued clinical trial expenses | 661 | |
Accrued expenses (including related party amounts of $2,803 and $2,499, respectively) | 13,455 | 14,678 |
Accrued interest | 957 | 854 |
Operating lease liabilities, current | 721 | 708 |
Current portion of revenue interest financing liability | 2,391 | |
Total current liabilities | 23,979 | 26,237 |
Long-term debt, net of discount | 99,259 | 95,264 |
Revenue interest financing liability | 123,399 | 109,525 |
Operating lease liabilities | 628 | 1,098 |
Other long-term liabilities | 7,500 | 7,500 |
Total liabilities | 254,765 | 239,624 |
Commitments and contingencies (Note 4) | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; authorized shares 40,000,000 at September 30, 2023 and December 31, 2022; no shares issued and outstanding September 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value; authorized shares 400,000,000 at September 30, 2023 and December 31, 2022; issued shares 56,809,085 and 41,723,308 at September 30, 2023 and December 31, 2022, respectively outstanding shares 56,809,085 and 41,468,871 at September 30, 2023 and December 31, 2022, respectively | 5 | 3 |
Treasury stock 19 shares at September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 831,337 | 652,276 |
Accumulated deficit | (849,115) | (727,093) |
Total stockholders' deficit | (17,773) | (74,814) |
Total liabilities and stockholders' deficit | $ 236,992 | $ 164,810 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts payable, related parties | $ 5,794 | $ 9,997 |
Accrued expenses, related parties | $ 2,803 | $ 2,499 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 40,000,000 | 40,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 400,000,000 | 400,000,000 |
Common stock, issued shares | 56,809,085 | 41,723,308 |
Common stock, outstanding shares | 56,809,085 | 41,468,871 |
Treasury stock, shares | 19 | 19 |
Related Party | ||
Accounts payable, related parties | $ 27 | $ 35 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development (includes related party amounts of $130, $77, $538 and $1,800, respectively) | $ 12,263 | $ 19,020 | $ 36,505 | $ 55,495 |
General and administrative (includes related party amounts of $14, $0, $30 and $0, respectively) | 23,396 | 23,509 | 60,932 | 70,303 |
Total operating expenses | 35,659 | 42,529 | 97,437 | 125,798 |
Loss from operations | (35,659) | (42,529) | (97,437) | (125,798) |
Other income (expense): | ||||
Interest income | 2,720 | 726 | 4,528 | 845 |
Interest expense | (10,107) | (9,277) | (28,939) | (17,703) |
Other (expense), net | (197) | (11) | (174) | (20) |
Total other expense | (7,584) | (8,562) | (24,585) | (16,878) |
Net loss and comprehensive loss | $ (43,243) | $ (51,091) | $ (122,022) | $ (142,676) |
Net loss per share, basic | $ (0.76) | $ (1.32) | $ (2.48) | $ (3.72) |
Net loss per share, diluted | $ (0.76) | $ (1.32) | $ (2.48) | $ (3.72) |
Weighted-average shares of common stock outstanding, basic | 56,782,379 | 38,820,266 | 49,265,321 | 38,379,292 |
Weighted-average shares of common stock outstanding, diluted | 56,782,379 | 38,820,266 | 49,265,321 | 38,379,292 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Research and development expenses, related party | $ 130 | $ 77 | $ 538 | $ 1,800 |
General and administrative expenses, related party | $ 14 | $ 0 | $ 30 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Underwritten Public Offering | At-the-Market Offering Program | Common Stock | Common Stock Underwritten Public Offering | Common Stock At-the-Market Offering Program | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Underwritten Public Offering | Additional Paid-in Capital At-the-Market Offering Program | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 72,156 | $ 3 | $ 601,523 | $ (529,370) | |||||||
Beginning balance, shares at Dec. 31, 2021 | 30,511,226 | 1 | |||||||||
Cashless exercise of common stock warrants, shares | 7,359,285 | 18 | |||||||||
401(k) matching contribution | 254 | 254 | |||||||||
401(k) matching contribution, shares | 16,756 | ||||||||||
Vesting of restricted shares, shares | 222,595 | ||||||||||
Stock-based compensation | 5,775 | 5,775 | |||||||||
ESPP shares issued | 515 | 515 | |||||||||
ESPP shares issued, shares | 39,951 | ||||||||||
Net loss | (40,665) | (40,665) | |||||||||
Ending balance at Mar. 31, 2022 | 38,035 | $ 3 | 608,067 | (570,035) | |||||||
Ending balance, shares at Mar. 31, 2022 | 38,149,813 | 19 | |||||||||
Beginning balance at Dec. 31, 2021 | 72,156 | $ 3 | 601,523 | (529,370) | |||||||
Beginning balance, shares at Dec. 31, 2021 | 30,511,226 | 1 | |||||||||
Net loss | (142,676) | ||||||||||
Ending balance at Sep. 30, 2022 | (26,423) | $ 3 | $ 19 | 645,620 | (672,046) | ||||||
Ending balance, shares at Sep. 30, 2022 | 41,143,826 | ||||||||||
Beginning balance at Mar. 31, 2022 | 38,035 | $ 3 | 608,067 | (570,035) | |||||||
Beginning balance, shares at Mar. 31, 2022 | 38,149,813 | 19 | |||||||||
Vesting of restricted shares, shares | 222,590 | ||||||||||
Stock-based compensation | 5,885 | 5,885 | |||||||||
Net loss | (50,920) | (50,920) | |||||||||
Ending balance at Jun. 30, 2022 | (7,000) | $ 3 | $ 19 | 613,952 | (620,955) | ||||||
Ending balance, shares at Jun. 30, 2022 | 38,372,403 | ||||||||||
401(k) matching contribution | 862 | 862 | |||||||||
401(k) matching contribution, shares | 84,784 | ||||||||||
Vesting of restricted shares, shares | 222,595 | ||||||||||
Stock-based compensation | 5,816 | 5,816 | |||||||||
ESPP shares issued | 394 | 394 | |||||||||
ESPP shares issued, shares | 49,147 | ||||||||||
Issuance of common stock, shares | 2,414,897 | ||||||||||
Issuance of common stock, net | $ 24,596 | $ 24,596 | |||||||||
Net loss | (51,091) | (51,091) | |||||||||
Ending balance at Sep. 30, 2022 | (26,423) | $ 3 | $ 19 | 645,620 | (672,046) | ||||||
Ending balance, shares at Sep. 30, 2022 | 41,143,826 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (74,814) | $ 3 | 652,276 | (727,093) | |||||||
Beginning balance, shares at Dec. 31, 2022 | 41,468,871 | 41,468,871 | 19 | ||||||||
401(k) matching contribution | $ 456 | 456 | |||||||||
401(k) matching contribution, shares | 52,130 | ||||||||||
Vesting of restricted shares, shares | 414,119 | ||||||||||
Stock-based compensation | 7,048 | 7,048 | |||||||||
ESPP shares issued | 856 | 856 | |||||||||
ESPP shares issued, shares | 121,801 | ||||||||||
Issuance of common stock, shares | 1,514,219 | ||||||||||
Issuance of common stock, net | $ 14,073 | $ 1 | $ 14,072 | ||||||||
Net loss | (37,814) | (37,814) | |||||||||
Ending balance at Mar. 31, 2023 | (90,195) | $ 4 | 674,708 | (764,907) | |||||||
Ending balance, shares at Mar. 31, 2023 | 43,571,140 | 19 | |||||||||
Beginning balance at Dec. 31, 2022 | $ (74,814) | $ 3 | 652,276 | (727,093) | |||||||
Beginning balance, shares at Dec. 31, 2022 | 41,468,871 | 41,468,871 | 19 | ||||||||
Net loss | $ (122,022) | ||||||||||
Ending balance at Sep. 30, 2023 | $ (17,773) | $ 5 | $ 19 | 831,337 | (849,115) | ||||||
Ending balance, shares at Sep. 30, 2023 | 56,809,085 | 56,809,085 | |||||||||
Beginning balance at Mar. 31, 2023 | $ (90,195) | $ 4 | 674,708 | (764,907) | |||||||
Beginning balance, shares at Mar. 31, 2023 | 43,571,140 | 19 | |||||||||
Issuance of common stock from exercise of stock options | 111 | 111 | |||||||||
Issuance of common stock from exercise of stock options, shares | 15,000 | ||||||||||
Vesting of restricted shares | 6 | 6 | |||||||||
Vesting of restricted shares, shares | 259,195 | ||||||||||
Stock-based compensation | 7,253 | 7,253 | |||||||||
Issuance of common stock, shares | 12,793,750 | ||||||||||
Issuance of common stock, net | $ 141,390 | $ 1 | $ 141,389 | ||||||||
Net loss | (40,965) | (40,965) | |||||||||
Ending balance at Jun. 30, 2023 | 17,600 | $ 5 | $ 19 | 823,467 | (805,872) | ||||||
Ending balance, shares at Jun. 30, 2023 | 56,639,085 | ||||||||||
Issuance of common stock from exercise of stock options | 13 | 13 | |||||||||
Issuance of common stock from exercise of stock options, shares | 1,421 | ||||||||||
401(k) matching contribution | 1,156 | 1,156 | |||||||||
401(k) matching contribution, shares | 83,826 | ||||||||||
Vesting of restricted shares, shares | 9,681 | ||||||||||
Stock-based compensation | 6,140 | 6,140 | |||||||||
ESPP shares issued | 561 | 561 | |||||||||
ESPP shares issued, shares | 75,072 | ||||||||||
Net loss | (43,243) | (43,243) | |||||||||
Ending balance at Sep. 30, 2023 | $ (17,773) | $ 5 | $ 19 | $ 831,337 | $ (849,115) | ||||||
Ending balance, shares at Sep. 30, 2023 | 56,809,085 | 56,809,085 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | 69 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Cash flows from operating activities | |||||
Net loss | $ (122,022) | $ (142,676) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 390 | 452 | |||
Stock-based compensation | 20,441 | 17,476 | |||
Issuance of PIK interest debt | 2,684 | 2,594 | |||
Accrued interest on revenue interest financing liability | 16,265 | 8,349 | |||
Amortization of debt discount | 1,311 | 1,613 | |||
Other | 1,468 | 1,128 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | (7,813) | 2,292 | |||
Accounts payable and accrued expenses (includes changes in related party amounts of $281 and $1,210, respectively) | (3,857) | 4,762 | |||
Accrued clinical trial expenses | 661 | (1,263) | |||
Accrued interest | 103 | 209 | |||
Operating right-of-use assets and lease liabilities | 147 | (306) | |||
Inventory | (111) | ||||
Other long-term assets | (3,450) | (119) | |||
Net cash used in operating activities | (93,783) | (105,489) | |||
Cash flows from investing activities | |||||
Cash paid for property, plant and equipment | (1,159) | (629) | |||
Net cash used in investing activities | (1,159) | (629) | |||
Cash flows from financing activities | |||||
Proceeds from issuance of common stock from exercise of stock options | 124 | ||||
Net proceeds from underwritten public offering | 141,390 | ||||
Net proceeds from revenue interest financing transaction | 95,446 | $ 95,400 | |||
Net cash provided by financing activities | 155,587 | 120,042 | |||
Net increase in cash and cash equivalents and restricted cash | 60,645 | 13,924 | |||
Cash and cash equivalents and restricted cash - beginning of period | 155,890 | 183,419 | 183,419 | ||
Cash and cash equivalents and restricted cash - end of period | $ 197,343 | 216,535 | 197,343 | $ 155,890 | $ 216,535 |
Supplemental disclosure of cash flow information | |||||
Interest paid | 8,222 | 4,938 | |||
Supplemental disclosure of noncash investing and financing activities | |||||
Settlement of ESPP liability in common stock | 1,417 | 909 | |||
Settlement of 401(k) liability in common stock | 1,612 | 1,116 | |||
Operating lease liabilities arising from obtaining right-of-use assets | 554 | ||||
At-the-Market Offering Program | |||||
Cash flows from financing activities | |||||
Net proceeds from issuance of common stock | $ 24,600 | $ 14,073 | $ 24,596 | $ 38,700 |
Statements of Cash Flows (Una_2
Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Related parties accounts payable and accrued expenses | $ 281 | $ 1,210 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization and Basis of Presentation Phathom Pharmaceuticals, Inc., or the Company or Phathom, was incorporated in the state of Delaware in January 2018. The Company is a biopharmaceutical company focused on developing and commercializing novel treatments for gastrointestinal diseases. The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles, or GAAP. Liquidity and Capital Resources From inception to September 30, 2023, the Company has devoted substantially all of its efforts to organizing and staffing the Company, business planning, raising capital, in-licensing its initial product candidate, vonoprazan, meeting with regulatory authorities, managing the clinical trials of vonoprazan, preparing for commercialization of its initial products containing vonoprazan, and providing other general and administrative support for these operations. The Company has a limited operating history, has never generated any revenue, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur additional net losses in the future as it continues to develop and prepares for commercialization of vonoprazan. From inception to September 30, 2023, the Company has funded its operations through the issuance of convertible promissory notes, commercial bank debt, revenue interest financing debt, the sale of 10,997,630 shares of common stock for net proceeds of approximately $ 191.5 million in its 2019 IPO, the sale of 2,250,000 shares of common stock for net proceeds of approximately $ 88.6 million in its December 2020 follow-on public offering, the sale of 3,929,116 shares of common stock for net proceeds of approximately $ 38.7 million in its issuances of common stock pursuant to the Open Market Sale Agreement SM , or the Sales Agreement, with Jefferies LLC, or the Sales Agent, under which the Compan y may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 125.0 million, or the ATM Offering, a nd the sale of 12,793,750 shares of common stock for net proceeds of approximately $ 141.4 million in its May 2023 public offering. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities in accordance with GAAP. Management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these financial statements were issued. There can be no assurance that the Company will be successful in acquiring additional funding, if needed, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. Use of Estimates The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses and the valuation of various equity instruments. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results could differ materially from those estimates and assumptions. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, are classified within the Level 1 designation discussed above, while prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. As of September 30, 2023, the estimated fair value of the Company’s long-term debt approximated the carrying amount given its floating interest rate basis. The fair value of the Company’s long-term debt was estimated for disclosure purposes only and was determined based on quoted market data for valuation, and thus categorized as Level 2 in the fair value hierarchy. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts and money market funds. Restricted cash primarily conists of cash deposited by the Company to secure corporate leased vehicles. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment and related software are depreciated over two to three years . Furniture and fixtures are depreciated over three years . Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. Inventory The Company capitalizes inventory costs related to products to be sold in the ordinary course of business. The Company makes a determination of capitalizing inventory costs for a product based on, among other factors, status of regulatory approval, information regarding safety, efficacy and expectations relating to commercial sales and recoverability of costs. Inventory currently consists of bulk active pharmaceutical ingredients that will be used to manufacture vonoprazan tablets. Inventory related to indications prior to regulatory approval has been included in research and development expense in the period of purchase. The Company values its inventory at the lower of cost or net realizable value. The Company measures inventory using actual cost under a first-in, first-out basis. The Company assesses recoverability of inventory each reporting period to determine any write down to net realizable value resulting from excess or obsolete inventories . Impairment of Long-Lived Assets T he Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through September 30, 2023. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Revenue Interest Financing Liability The Company entered into a revenue interest financing agreement, or the Revenue Interest Financing Agreement, with entities managed or advised by NovaQuest Capital Management, or NQ, Sagard Holdings Manager LP, or Sagard, and Hercules Capital, Inc., or Hercules, together with NQ and Sagard, the Initial Investors, in which the Company received funds in return for royalties on net sales of products containing vonoprazan. The net proceeds received under the transaction were recognized as short-term and long-term liabilities with interest expense based on an imputed effective rate derived from the expected future payments to the Initial Investors. The Company recalculates the effective interest rate each period based on the current carrying value and the revised estimated future payments to the Initial Investors. Changes in future payments to the Initial Investors from previous estimates are included in current and future financing expense. Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations, or CROs, and consultants to conduct and support the Company’s ongoing clinical trials of vonoprazan, and costs related to manufacturing vonoprazan for clinical trials. The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of or after performance are reflected in the accompanying balance sheets as prepaid expenses or accrued liabilities, respectively. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. General and Administrative Expenses General and administrative expenses consist of salaries, stock-based compensation, facilities and third-party expenses. General and administrative expenses are associated with the activities of the commercial, executive, finance, accounting, information technology, legal, medical affairs and human resource functions. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of equity awards recognized over the requisite service period of the awards (generally the vesting period) on a straight-line basis with forfeitures recognized as they occur. The Company also maintains an employee stock purchase program, or ESPP, under which it may issue shares. The Company estimates the fair value of shares that will be issued under the ESPP, and of stock options using the Black-Scholes valuation model, which requires the use of estimates. The Company recognizes stock-based compensation cost for shares that it will issue under the ESPP on a straight-line basis over the requisite service period of the award . Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Beginning in 2022, the Tax Cuts and Jobs Act, or TCJA, eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize domestic and foreign research and development expenditures over 5 years and 15 years , respectively. The requirement did not impact cash from operations in the current period. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. For the three and nine months ended September 30, 2023, the Company has excluded weighted-average unvested shares of 0 and 46,131 , respectively, from the weighted-average number of common shares outstanding, compared to 577,931 and 798,643 , respectively for the same periods in 2022. D iluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive . Recently Adopted Accounting Standards There were no recently adopted accounting standards which would have a material impact on the Company's financial statements. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company's financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no new material accounting standards issued in the third quarter of 2023 that impacted the Company. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Property, Plant and Equipment, net Property, plant and equipment, net, consist of the following (in thousands): September 30, December 31, 2023 2022 Computer equipment and software $ 1,110 $ 1,078 Furniture and fixtures 1,089 1,086 Leasehold improvements 139 115 Construction in process 1,499 399 Total property, plant and equipment, gross 3,837 2,678 Less: accumulated depreciation ( 1,861 ) ( 1,471 ) Total property, plant and equipment, net $ 1,976 $ 1,207 Depreciation expense for each of the three months ended September 30, 2023 and 2022 was approximately $ 0.1 million and $ 0.2 million, respectively. Depreciation expense for each of the nine months ended September 30, 2023 and 2022 was approximately $ 0.4 million and $ 0.5 million, respectively. No property, plant or equipment was disposed of during the nine months ended September 30, 2023 or the year ended December 31, 2022. Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued research and development expenses $ 3,292 $ 3,080 Accrued compensation expenses 7,300 8,447 Accrued professional & consulting expenses 2,843 3,000 Accrued other 20 151 Total accrued expenses $ 13,455 $ 14,678 Inventory Inventory consist of the following (in thousands): September 30, December 31, 2023 2022 Raw materials $ 111 $ — Total inventory, current $ 111 — Raw materials, noncurrent 3,450 — Total inventory $ 3,561 $ — Raw materials consist of materials, including active pharmaceutical ingredients, to be consumed in the production of inventory related to the FDA approved products. $ 3.5 million of raw materials are included within other long-term assets as of September 30, 2023. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related Party Transactions Frazier is a principal stockholder of the Company with representation on the Board of Directors. Frazier is compensated for their participation on the Board of Directors and as of September 30, 2023 and December 31, 2022, the Company had $ 14,000 and $ 15,000 , respectively, outstanding accounts payable and accrued expenses related to these services. For the three months ended September 30, 2023 and 2022, the Company incurred $ 14,000 and $ 0 , respectively, of expenses related to participation on the Board of Directors. For the nine months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 0 , respectively of expenses related to participation on the Board of Directors. Frazier is also a principal stockholder in PCI Pharma Services, or PCI. In the third quarter of 2019, the Company engaged PCI for clinical manufacturing services. As of September 30, 2023 and December 31, 2022, the Company had $ 1.3 million and $ 1.1 million, respectively, outstanding accounts payable and accrued expenses related to these manufacturing services. For the three months ended September 30, 2023 and 2022, the Company incurred $ 0.1 million and $ 0.1 million, respectively, of expenses related to services performed by PCI. For the nine months ended September 30, 2023 and 2022, the Company incurred $ 0.4 million and $ 0.5 million, respectively, of expenses related to services performed by PCI. Takeda became a common stockholder of the Company in connection with the May 2019 license agreement (see Note 4). In conjunction with this license, Takeda provides proprietary supplies for the Company’s ongoing clinical development of vonoprazan in addition to the exclusive license for the commercialization of vonoprazan in the United States, Canada and Europe. On May 5, 2020, the Company entered into a Commercial Supply Agreement, or the Commercial Supply Agreement, with Takeda, pursuant to which Takeda will supply commercial quantities of vonoprazan bulk drug product or drug substance. Pursuant to the Commercial Supply Agreement, Takeda has agreed to supply the Company with, and the Company has agreed to purchase from Takeda, certain quantities of vonoprazan bulk drug product according to approved specifications at a fixed price per batch of bulk drug product in order to commercialize vonoprazan in accordance with the Takeda License. Unless terminated earlier, the term of the Commercial Supply Agreement extends for a period of two years from the date the Company places an order for bulk drug product or drug substance for the first commercial launch of vonoprazan in any jurisdiction in the licensed territory, provided that this two-year period will expire no later than December 31, 2023. The Commercial Supply Agreement will terminate immediately upon the termination of the Takeda License in accordance with its terms. In connection with the Takeda License, the Company entered into a temporary services agreement, or the Temporary Services Agreement, with Takeda on November 24, 2020. Pursuant to the Temporary Services Agreement, Takeda agreed to provide or procure the provision of services related to the ongoing clinical development of vonoprazan. The Temporary Services Agreement will terminate immediately upon termination of the Takeda License in accordance with its terms. As of September 30, 2023 and December 31, 2022, the Company had $ 1.5 million and $ 1.4 mil lion, respectively, in outstanding accounts payable and accrued expenses related to these agreements. For the three months ended September 30, 2023 and 2022, the Company incurred less than $ 0.1 million and $ 0 , respectively, of expenses related to these agreements. For the nine months ended September 30, 2023 and 2022, the Company incurred $ 0.1 million and $ 1.3 million, respectively, of expenses related to these agreements. The Company has no remaining minimum purchase obligation related to these agreements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies License Agreement On May 7, 2019, the Company entered into a license agreement with Takeda pursuant to which it was granted an exclusive license to commercialize vonoprazan fumarate in the United States, Canada and Europe, or, the Takeda License. The Company also has the right to sublicense its rights under the agreement, subject to certain conditions. The agreement will remain in effect, on a country-by-country and product-by-product basis, until the later of (i) the expiration of the last to expire valid patent claim covering vonoprazan fumarate alone or in combination with at least one other therapeutically active ingredient, (ii) the expiration of the applicable regulatory exclusivity and (iii) 15 years from the date of first commercial sale, unless earlier terminated. The Company may terminate the Takeda License upon nine months’ written notice. The Company and Takeda may terminate the Takeda License in the case of the other party’s insolvency or material uncured breach. Takeda may terminate the Takeda License if the Company challenges, or assists in challenging, licensed patents. In consideration of the Takeda License, the Company (i) paid Takeda $ 25.0 million in cash, (ii) issued Takeda 1,084,000 shares of its common stock at a fair value of $ 5.9 million, (iii) issued the Takeda Warrant to purchase 7,588,000 shares of its common stock at an exercise price of $ 0.00004613 per share at an initial fair value of $ 47.9 million, and (iv) issued a right to receive an additional common stock warrant, or, the Takeda Warrant Right, should Takeda’s fully-diluted ownership of the Company represent less than a certain specified percentage of the fully-diluted capitalization, including shares issuable upon conversion of then outstanding convertible promissory notes, calculated immediately before the closing of the Company’s IPO, with a nominal initial fair value due to the low probability of issuance. The Takeda Warrant Right expired without effect since no fair value had been allocated to it upon completion of the IPO, and no additional warrant was issued. In addition, the Company is obligated to pay Takeda up to an aggregate of $ 250.0 million in sales milestones upon the achievement of specified levels of product sales, and a low double-digit royalty rate on aggregate net sales of licensed products, subject to certain adjustments. The Takeda Warrant had an exercise price of $ 0.00004613 per share, and was to expire on May 7, 2029 and became exercisable upon the consummation of the IPO. As of September 30, 2023, all Takeda Warrants have been exercised. Purchase Commitments In December 2020, the Company entered into a supply agreement with Sandoz pursuant to which Sandoz will supply commercial quantities of amoxicillin capsules and clarithromycin tablets, package these antibiotics with vonoprazan, and provide in finished convenience packs. The supply agreement commits the Company to a minimum purchase obligation of approximately $ 3.8 million in the first 24-month period following the launch of the final product. The Company has no t incurred any expenses under the agreement during the nine months ended September 30, 2023 and 2022. Contingencies In the event the Company becomes subject to claims or suits arising in the ordinary course of business, the Company would accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. |
Lease Commitments
Lease Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lease Commitments | 5. Lease Commitments As of September 30, 2023, the Company had operating leases for office space in both Buffalo Grove, Illinois and Florham Park, New Jersey, with remaining lease terms of 1.6 years and 1.9 years, respectively. All operating leases contain an option to extend the term for one additional five year period , which was not considered in the determination of the right-of-use asset or lease liability as the Company did not consider it reasonably certain that it would exercise such options. The total rent expense for the three months ended September 30, 2023 and 2022 was $ 0.3 million. The total rent expense for the nine months ended September 30, 2023 and 2022 was $ 0.8 million and $ 0.7 million, respectively. The following table summarizes supplemental balance sheet information related to the operating leases (in thousands): September 30, December 31, 2023 2022 Assets: Operating lease right-of-use assets $ 1,682 $ 2,287 Total right-of-use assets 1,682 2,287 Liabilities: Operating lease liabilities, current 721 708 Operating lease liabilities, non-current 628 1,098 Total operating lease liabilities $ 1,349 $ 1,806 As of September 30, 2023, the future minimum annual lease payments under the operating leases were as follows (in thousands): 2023 185 2024 753 2025 513 Total minimum lease payments 1,451 Less: amount representing interest ( 102 ) Present value of operating lease liabilities 1,349 Less: operating lease liabilities, current ( 721 ) Operating lease liabilities $ 628 Weighted-average remaining lease term (in years) 1.8 Weighted-average incremental borrowing rate 8.21 % Operating cash flows for the nine months ended September 30, 2023 and 2022 included cash payments for operating leases of approximately $ 0.7 million and $ 1.0 million, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 6 . Debt Total debt consists of the following (in thousands): September 30, Long-term debt, current portion $ — Long-term debt, non-current portion 107,158 Unamortized debt discount ( 7,899 ) Total debt, net of debt discount $ 99,259 On September 17, 2021, or the Closing Date, the Company entered into a Loan and Security Agreement, or, the Loan Agreement, with Hercules Capital, Inc., in its capacity as administrative agent and collateral agent and as a lender, or, in such capacity, the Agent or Hercules, and the other financial institutions that from time to time become parties to the Loan Agreement as lenders, or, collectively, the Lenders. On September 27, 2022, the Company entered into an amendment to the Loan Agreement, or the Second Loan Amendment, pursuant to which the date the second tranche of funding of $ 50 million will remain available to the Company has been moved until May 15, 2023, rather than December 15, 2022. On May 9, 2023, the Company entered into the Third Amendment to Loan and Security Agreement, or the Third Loan Amendment, with the lenders thereunder and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent and as a lender (in such capacity, the “Agent” or “Hercules”), pursuant to which, among other things, (i) the second tranche availability was extended from through May 15, 2023, to through December 15, 2023, and became available on October 1, 2023, (ii) the third tranche availability was extended from through September 30, 2023, to through December 15, 2023, and became available on October 1, 2023, (iii) the effective date of the Performance Covenants was amended to provide an option to extend the covenant trigger date to May 15, 2024, subject to the achievement of the EE Milestone prior to February 15, 2024, and (iv) the warrant agreement with Hercules was amended as described below. On November 1, 2023 the EE Milestone was achieved and the covenant trigger date was extended to May 15, 2024. In connection with the Third Loan Amendment, a tranche extension amendment fee of $ 150,000 and a covenant extension amendment fee of $ 100,000 was paid to the Agent. These fees have been recorded as debt discount and are being amortized to interest expense using the effective interest method over the remaining term of the Term Loan . The Loan Agreement provides for term loans in an aggregate principal amount of up to $ 200.0 million, or the Term Loan, under multiple tranches. The tranches consist of (i) a first tranche consisting of term loans in an aggregate principal amount of $ 100.0 million, all of which was funded to the Company on the Closing Date, or First Advance, (ii) a second tranche consisting of up to an additional $ 50.0 million, available in minimum of $ 25.0 million per draw, which became available to the Company through December 15, 2023, on October 1, 2023, (iii) a third tranche consisting of an additional $ 25.0 million, which became available to the Company through December 15, 2023, on October 1, 2023, (iv) a fourth tranche consisting of up to an additional $ 25.0 million, which will be available, if specified conditions are met, through March 31, 2024, upon achievement of (a) FDA approval of the Company's NDA for vonoprazan and amoxicillin, or its NDA for vonoprazan, amoxicillin and clarithromycin, in each case for an indication relating to the treatment of H. pylori with an approved indication on the claim that is generally consistent with that sought in the Company's NDA submission; and (b) filing of an NDA or supplemental NDA for vonoprazan for indications relating to the healing and maintenance of healing of erosive GERD (milestones (a) and (b), or, together, the Second Performance Milestone). The fourth tranche is currently available as the Second Performance Milestone has been achieved. The Company paid a $ 1.25 million facility charge in connection with the closing of the Loan Agreement and would need to pay 0.5 % of any advances made under the third and fourth tranches. T he Term Loan will mature on October 1, 2026 , or the Maturity Date. The Term Loan bears (i) cash interest at a variable annual rate equal to the greater of (a) 5.50 % and (b) the Prime Rate (as reported in the Wall Street Journal) plus 2.25 %, or the Interest Rate, and (ii) payment-in-kind interest at a per annum rate of interest equal to 3.35 %. Phathom may make payments of interest only through October 1, 2024, which was extended to October 1, 2025, upon the achievement of the Second Performance Milestone in May 2022 and met the condition that no default or event of default exists, and which is further extendable to October 1, 2026, subject to FDA approval of the Company’s NDA (or supplemental NDA) for vonoprazan for an indication relating to the healing and maintenance of healing of erosive esophagitis with an approved indication on the label that is generally consistent with that sought in the Company’s NDA submission (or supplemental NDA submission), or the Third Performance Milestone, on or prior to September 30, 2025 and no default or event of default exists, or the interest only period. On November 1, 2023 the Third Performance Milestone was met and the interest only period was extended to October 1, 2026. After the interest-only period, the principal balance and related interest will be required to be repaid in equal monthly installments and continuing until the Maturity Date . In addition, the Company is obligated to pay a final payment fee of 7.50 % of the original principal amount of amounts actually advanced under the Term Loan, or, each a Term Loan Advance and together, the Term Loan Advances. As of September 30, 2023, the aggregate final payment fee for the first Term Loan Advance of $ 7.5 million has been recorded as an other long-term liability. T he Company may elect to prepay all or a portion of the Term Loan Advances prior to maturity, subject to a prepayment fee of up to 1.25 % of the then outstanding principal balance of the Term Loan Advances being prepaid. After repayment, no Term Loan amounts may be borrowed again. As collateral for the obligations, the Company has granted Hercules a senior security interest in all of the Company’s right, title, and interest in, to and under substantially all of Company’s property, inclusive of intellectual property. The Loan Agreement contains customary closing fees, prepayment fees and provisions, events of default, and representations, warranties and covenants, including a financial covenant requiring the Company to maintain certain levels of cash subject to a control agreement in favor of the Agent (minus accounts payable not paid within 120 days of invoice), or Qualified Cash. Commencing on November 15, 2023, if the outstanding loan amount is greater than $ 100.0 million, the Company is subject to an additional performance covenant in which trailing three-month net product revenue from the sale of vonoprazan and products containing vonoprazan must exceed 50 % of projections. The revenue covenant will be waived at any time in which the Company maintains Qualified Cash equal to at least 65.0 % (prior to the Third Performance Milestone), and 45 % (following the Third Performance Milestone) of the total outstanding Term Loan principal amount, or the Company’s market capitalization is at least $ 900.0 million. Upon the occurrence of an event of default, subject to any specified cure periods, all amounts owed by the Company may be declared immediately due and payable by Hercules, as collateral agent. As of September 30, 2023, the Company was in compliance with all applicable covenants under the Loan Agreement. Pursuant to the Third Loan Amendment, the effective date of the Performance Covenants will be extended from November 15, 2023, to May 15, 2024, if the Company achieves the EE Milestone prior to February 15, 2024. In connection with the entry into the Loan Agreement, the Company issued to Hercules a warrant, or, the Warrant, to purchase a number of shares of the Company’s common stock equal to 2.5 % of the aggregate amount of the Term Loan advances funded, and will issue to Hercules additional warrants when future Term Loan advances are funded. On the Closing Date, the Company issued a Warrant for 74,782 shares of common stock. The Warrant will be exercisable for a period of seven years from the date of issuance at a per-share exercise price equal to $ 33.43 , which was the closing price of the Company’s common stock on September 16, 2021. The Warrant is exercisable any time until September 17, 2028 and had an initial fair value of approximately $ 1.3 million. In connection with the entry into the Third Loan Amendment, the Company amended the form of warrant agreement, the Revised Warrant Agreement, to purchase shares of the Company’s common stock, par value $ 0.0001 per share, the Common Stock, to be issued upon drawdowns of future tranches under the Term Loan. The exercise price under the Revised Warrant Agreement shall be equal to the lesser of (i) $ 11.6783 , which was the trailing ten-day volume-weighted average price, or VWAP, prior to entering into the Third Loan Amendment, and (ii) the trailing ten-day VWAP preceding the date on which the Company drawdown future tranches. The number of shares of Common Stock shall continue to be equal to 2.5 % of the amount of the Term Loan advances funded, as such amounts are funded. The warrants shall be exercisable for a period of seven years from the date of issuance. The exercise price and terms of the outstanding warrants to purchase 74,783 shares of the Company's Common Stock previously issued to Hercules remain unchanged. The Company entered into the First Amendment to Warrant, or the Warrant Amendment, to make technical changes to the defined terms to provide that the outstanding warrant only covers the initial $ 100.0 million advance already drawn under the Term Loan. The initial $ 1.3 million fair value of the Warrant, the $ 7.5 million final interest payment fee and $ 3.1 million of debt issuance costs have been recorded as debt discount and are being amortized to interest expense using the effective interest method over the term of the Term Loan . Future minimum principal payments under the Term Loan, including the final payment fee, as of September 30, 2023 are as follows (in thousands): Year ending December 31: 2023 — 2024 — 2025 29,707 2026 94,764 Total principal and interest payments 124,471 Less payment-in-kind and final payment fee ( 24,471 ) Total term loan borrowings $ 100,000 During the three months ended September 30, 2023 and 2022, the Company recognized $ 4.4 million and $ 3.4 million, respectively, of interest expense, including amortization of the debt discount, in connection with the Hercules Loan Agreement . During the nine months ended September 30, 2023 and 2022, the Company recognized $ 12.6 million and $ 9.2 million, respectively, of interest expense, including amortization of the debt discount, in connection with the Hercules Loan Agreement. As of September 30, 2023, the Company had an outstanding loan balance of $ 106.8 million and accrued interest of $ 1.0 million. |
Revenue Interest Financing Liab
Revenue Interest Financing Liability | 6 Months Ended |
Jun. 30, 2023 | |
Contract with Customer, Liability [Abstract] | |
Revenue Interest Financing Liability | 7. Revenue Interest Financing Liability On May 3, 2022, Phathom entered into a Revenue Interest Financing Agreement with Initial Investors NQ, Sagard, and Hercules pursuant to which the Company will receive up to $ 260 million in funding from the Initial Investors. Under the terms of the Revenue Interest Financing Agreement, the Company received $ 100 million at the initial closing and can receive an additional $ 160 million upon FDA approval of vonoprazan for treatment of Erosive GERD on or before March 31, 2024. At any time prior to December 31, 2022, the Company also had the right to obtain a written commitment from a third party for up to $ 15 million of funding upon FDA approval of vonoprazan for Erosive GERD. In addition, the Company has the right at any time prior to September 30, 2024, to obtain a written commitment from a third party for up to $ 25 million of funding upon achievement of a sales milestone. The Initial Investors have a right of first offer if the Company seeks to obtain such additional funding. The total amount funded by the Initial Investors and any subsequent investors is referred to herein as the Investment Amount. On October 31, 2022, the Company entered into a Joinder Agreement with the Initial Investors and CO Finance LVS XXXVII LLC, or the Additional Investor, and Hercules Capital, Inc. Under the terms of the Joinder Agreement, the Initial Investors waived their rights of first offer regarding the Additional Investor Funding and the Additional Investor joined the Revenue Interest Financing Agreement to extend commitments for the Additional Investor Funding. Under the Revenue Interest Financing Agreement, the investors are entitled to receive a 10 % royalty on net sales of products containing vonoprazan. The royalty rate is subject to a step-down on net sales exceeding certain annual thresholds and if the Company receives FDA approval for vonoprazan for an indication relating to the treatment of heartburn associated with Non-Erosive GERD. The investors’ right to receive royalties on net sales will terminate when the investors have aggregate payments equal to 200 % of the Investment Amount. In addition, at any time after the earlier of (i) April 30, 2024 and (ii) the date that the payment for Erosive GERD regulatory approval is made, the Company has the right to make a cap payment equal to 200 % of the Investment Amount less any royalties already paid, at which time the agreement will terminate. If the investors have not received aggregate payments of at least 100 % of the Investment Amount by December 31, 2028, and at least 200 % of the Investment Amount by December 31, 2037, each a Minimum Amount, then the Company will be obligated to make a cash payment to the investors in an amount sufficient to gross the investors up to the applicable Minimum Amount. Upon the occurrence of an event of default taking place prior to April 1, 2025, between April 1, 2025 and April 1, 2028, and after April 1, 2028, the Company is obligated to pay 1.30 times Investment Amount, 1.65 times Investment Amount, and 2.0 times investment amount, respectively, less any amounts the Company previously paid pursuant to the agreement. During the year ended December 31, 2022, the Company received gross proceeds of $ 100.0 million before deducting transaction costs of $ 4.6 million, which resulted in net proceeds of $ 95.4 million. The Company has evaluated the terms of the Revenue Interest Financing Agreement and concluded that the features of the Investment Amount are similar to those of a debt instrument. Accordingly, the Company has accounted for the transaction as a debt obligation with interest expense based on an imputed effective rate derived from the initial carrying value of the obligation and the expected future payments. The Company recalculates the effective interest rate each period based on the current carrying value and the revised estimated future payments. Changes in future payments from previous estimates are included in the current and future financing expense. The carrying value of the revenue interest financing liability was $ 125.8 million as of September 30, 2023. Total revenue interest financing liability consists of the following (in thousands): September 30, Proceeds from the Revenue Interest Financing Agreement $ 100,000 Less: transaction costs ( 4,554 ) Less: royalty payments and payables — Plus: interest expense 30,344 Ending liability balance $ 125,790 During the three and nine months ended September 30, 2023, the Company recognized $ 5.7 million and $ 16.3 million, respectively, of interest expense in connection with the revenue interest financing liability. During the three and nine months ended September 30, 2022, the Company recognized $ 5.6 million and $ 8.3 million, respectively, of interest expense in connection with the revenue interest financing liability. The Company will record liabilities associated with additional funding upon FDA approval of vonoprazan for Erosive GERD and achievement of the sales milestone when such contingent events occur. To determine the accretion of the liability related to the Revenue Interest Financing Agreement, the Company is required to estimate the total amount of future royalty payments and estimated timing of such payments based on the Company’s revenue projections. As royalty payments are made, the balance of the debt obligation will be effectively repaid. Based on the Company’s periodic review, the exact timing of repayment is likely to be different in each reporting period as compared to those estimated in the Company’s initial revenue projections. A significant increase or decrease in actual net sales of vonoprazan compared to the Company’s revenue projections could impact the interest expense associated with the revenue interest financing liability. Also, the Company’s total obligation can vary depending on default events and the achievement of FDA approval of vonoprazan for Erosive GERD and achievement of the sales milestone. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common Stock In March 2019, subsequent to the Merger, the Company sold 1,491,072 shares of the Company’s common stock to Frazier. In March 2019, the founders granted the Company a repurchase right for the 3,373,408 shares of common stock originally purchased in 2018. The Company has the right, but not the obligation, to repurchase unvested shares in the event the founder’s relationship with the Company is terminated, subject to certain limitations, at the original purchase price of the stock. The repurchase right lapsed for 843,352 shares in March 2019 and the repurchase right for the remaining 2,530,056 shares lapses in equal monthly amounts over the following 48 -month period ending in March 2023 . The fair value of the founder shares at the date the repurchase right was granted is being recognized as stock-based compensation expense on a straight-line basis over the vesting period. As of September 30, 2023, no shares of common stock were subject to repurchase by the Company and there is no associated repurchase liability. The amount of recognized and unrecognized stock-based compensation related to the founder stock was immaterial for all periods presented. In May 2019, the Company issued Takeda 1,084,000 shares of common stock in connection with the Takeda License. For the period from January 1, 2019 to May 6, 2019, the Company issued 2,524,852 shares of common stock to various employees and consultants of the Company for aggregate proceeds of approximately $ 1,000 . Upon issuance, these shares were subject to a repurchase option by the Company at the original purchase price of the shares. The repurchase rights generally lapse as to 25 % of the shares on the first anniversary of the vesting commencement date, and the repurchase right lapses as to 1/48th of the shares each one-month period thereafter, subject to the purchaser remaining continuously an employee, consultant or director of the Company. In November 2019, the Company repurchased 17,560 shares at the original purchase price for an aggregate purchase price of $ 5.20 . As of September 30, 2023, no shares remain available for repurchase by the Company. On October 29, 2019, upon completion of the IPO, the Company sold 10,997,630 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,434,473 additional shares at a public offering price of $ 19.00 per share. The net proceeds were approximately $ 191.5 million, after deducting underwriting discounts, commissions and offering costs. In November 2020, the Company entered into the Sales Agreement, pursuant to which, the Company will pay the Sales Agent a commission for its services in acting as an agent in the sale of common stock in an amount equal to 3 % of the gross sales price per share sold. In September 2022, the Company sold 2,414,897 shares for net proceeds of approximately $ 24.6 million under the ATM Offering after deducting $ 0.8 million of issuance costs. In February 2023, the Company sold 1,514,219 shares for net proceeds of approximately $ 14.1 million under the ATM Offering after deducting $ 0.4 million of issuance costs. As of September 30, 2023, the Company has utilized $ 39.9 million of the available $ 125.0 million under the ATM Offering. On December 16, 2020, the Company completed an underwritten public offering, in which it sold 2,250,000 shares of its common stock at a price of $ 42.00 per share for total gross proceeds of $ 94.5 million. The net purchase price after deducting underwriting discounts and commissions was $ 39.48 per share, which generated net proceeds of $ 88.8 million. The Company incurred an additional $ 0.2 million of offering expenses in connection with this public offering. On May 23, 2023, the Company completed an underwritten public offering, in which it sold 12,793,750 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 1,668,750 shares, at a price of $ 11.75 per share for total gross proceeds of $ 150.3 million. The net purchase price after deducting underwriting discounts and commissions was $ 11.08 per share, which generated net proceeds of $ 141.8 million. The Company incurred an additional $ 0.4 million of offering expenses in connection with this public offering. A summary of the Company’s unvested shares is as follows: Balance at December 31, 2022 254,437 Share vesting ( 254,437 ) Balance at September 30, 2023 — For accounting purposes, unvested awards are considered issued, but not outstanding until they vest. Common stock reserved for future issuance consists of the following: September 30, Common stock warrants 91,228 Stock options and performance-based awards outstanding 7,992,999 Shares available for issuance under the 2019 Incentive Plan 1,482,309 Shares available for issuance under the ESPP Plan 973,298 Balance at September 30, 2023 10,539,834 Preferred Stock The Company is authorized to issue up to 40 million shares of preferred stock. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Equity Incentive Plan The Company’s 2019 Equity Incentive Plan, or the Existing Incentive Plan, provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit, or RSU, awards, and other stock awards to eligible recipients, including employees, directors or consultants of the Company. The Company had 2,231,739 shares of common stock authorized for issuance under the Existing Incentive Plan, of which, 1,400,528 stock options and 16,260 restricted stock awards were granted. As a result of the adoption of the 2019 Incentive Award Plan, or the 2019 Plan, in October 2019, no further shares are available for issuance under the Existing Incentive Plan. 2019 Incentive Award Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved, the 2019 Plan, which became effective in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, equal to the lesser of (a) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors. On July 14, 2023, the Company completed a voluntary, one-time stock option exchange program, or the Option Exchange, pursuant to which eligible employees were able to exchange certain outstanding stock options granted under the 2019 Plan for a lesser amount of new RSUs issued under the 2019 Plan. Participants in the Option Exchange received one RSU for every two shares of Phathom common stock underlying the eligible options surrendered. This exchange ratio was applied on a grant by grant basis. The Option Exchange resulted in 2,406,622 options being exchanged for 1,203,341 RSUs. The Company will recognize an additional $ 2.2 million of incremental expense related to the Option Excha nge to be recognized over a three-year vesting period. As of September 30, 2023, 1,482,309 shares remain available for issuance under the 2019 Plan, which reflects 4,004,186 of stock option, performance-based unit, or PSU, and RSU awards granted, and 2,442,445 of awards cancelled or forfeited, during the nine months ended September 30, 2023 as well as an annual increase of 2,086,165 shares authorized on January 1, 2023. Performance-based Units During 2020, the Company granted the initial PSUs whereby vesting depends upon the approval by the FDA of vonoprazan for H. pylori and then, or concurrent with, Erosive GERD. In 2022, the Company granted an additional 37,500 PSUs to employees. In 2023, the Company granted an additional 597,650 PSUs to employees. As of September 30, 2023, the PSU milestones had not been achieved and no related compensation cost had been recognized. The following table summarizes PSU activity under the 2019 Incentive Award Plan during the nine months ended September 30, 2023. Number of Weighted- Unvested balance at December 31, 2022 412,300 $ 30.97 Granted 597,650 10.89 Vested — — Forfeited — — Unvested balance at September 30, 2023 1,009,950 $ 19.09 As of September 30, 2023, there was approximately $ 19.3 million of related unrecognized stock-based compensation expense, which will be recognized as the awards vest. Restricted Stock Units The following table summarizes RSU activity under the 2019 Incentive Award Plan during the nine months ended September 30, 2023. Number of Weighted- Unvested balance at December 31, 2022 877,467 $ 11.03 Granted 2,237,376 12.08 Vested ( 428,558 ) 10.03 Forfeited ( 2,817 ) 10.26 Unvested balance at September 30, 2023 2,683,468 $ 12.07 As of September 30, 2023, the Company had $ 29.4 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.5 years. Employee Stock Purchase Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved, the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20 % of their eligible compensation, which includes a participant’s gross base compensation for services to the Company, including overtime payments and excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. A total of 270,000 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors. As of September 30, 2023, 973,298 shares of common stock remain available for issuance, which includes the 196,873 shares sold to employees during the nine months ended September 30, 2023 as well as an annual increase of 417,233 shares authorized on January 1, 2023. The ESPP is considered a compensatory plan, and for the three and nine month period ended September 30, 2023 the Company recorded related stock-based compensation of $ 0.1 million and $ 0.4 million respectively, compared to $ 0 and $ 0.3 million respectively, for the same periods in 2022. The weighted-average assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows: Nine Months Ended 2023 2022 Assumptions: Expected term (in years) 0.49 0.50 Expected volatility 69.73 % 68.59 % Risk free interest rate 5.03 % 2.04 % Dividend yield — — The estimated weighted-average fair value of ESPP awards for the nine months ended September 30, 2023 and 2022, were $ 3.64 and $ 3.98 , respectively. As of September 30, 2023, the total unrecognized compensation expense related to the ESPP was less than $ 0.2 million, which is expected to be recognized over a weighted-average period of approximately 0.3 years. 401(k) Plan The Company established a 401(k) savings plan during the year ended December 31, 2020. The Company’s contributions to the plan are discretionary. During the three and nine months ended September 30, 2023, the Company incurred $ 0.3 million and $ 1.5 million, respectively, of expense related to estimated employer contribution liabilities, which was based on a 75 % match of employees’ contributions during the periods, compared to $ 0.2 million and $ 1.1 million, respectively, for the same periods in 2022. In August 2021, the Board of Directors approved a semi-annual discretionary match for 2021, which was settled by contributing 18,394 shares. In January 2022, the Board of Directors approved a second semi-annual discretionary match for 2021, which was settled by contributing 16,756 shares. In July 2022, the Board of Directors approved a semi-annual match for 2022, which was settled by contributing 84,784 shares. In January 2023, the Board of Directors approved a semi-annual match for 2022, which was settled by contribution 52,130 shares. In July 2023, the Board of Directors approved a semi-annual match for 2023, which was settled by contributing 83,826 shares. Stock Options The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company, prior to the IPO on October 29, 2019, was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees was determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees was equal to the contractual term of the option award. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield was zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. A summary of the Company’s stock option activity and related information is as follows: Options Weighted- Weighted- Aggregate Balance at December 31, 2022 5,586,470 $ 23.40 7.90 $ 4,476 Options granted 1,169,160 8.78 Options exercised ( 16,421 ) 7.54 Options cancelled ( 2,439,628 ) 36.53 Balance at September 30, 2023 4,299,581 $ 12.04 7.80 $ 5,549 Options exercisable as of September 30, 2023 2,075,139 $ 12.72 6.69 $ 3,111 The estimated weighted-average fair value of employee and nonemployee director stock options granted during 2023 was $ 5.38 per option. As of September 30, 2023, the Company had $ 13.9 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.3 years. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model were as follows: Nine Months Ended 2023 2022 Assumptions: Expected term (in years) 6.03 5.88 Expected volatility 64.10 % 66.01 % Risk free interest rate 3.50 % 2.00 % Dividend yield — — Stock-Based Compensation Expense Stock-based compensation expense recognized for all equity awards, including founder stock, has been reported in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development expense $ 1,397 $ 1,418 $ 4,977 $ 3,876 General and administrative expense 4,743 4,398 15,464 13,600 Total $ 6,140 $ 5,816 $ 20,441 $ 17,476 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 9. Subsequent Event On November 1, 2023, the FDA approved VOQUEZNA as a treatment for adults for the healing of all grades of Erosive GERD, maintenance of healing of all grades of Erosive GERD, and relief of heartburn associated with Erosive GERD. As a result, the Company is entitled to receive a $ 175.0 million payment under its Revenue Interest Financing Agreement during the fourth quarter 2023. Additionally, 1,009,950 PSUs vested upon such approval, and the Company expects to recognize $ 19.3 million of stock-based compensation expense in the fourth quarter 2023. On November 1, 2023, the Company satisfied the Third Performance Milestone of the Loan Agreement with Hercules Capital. As a result, the interest only period was extended from through October 1, 2025 to through October 1, 2026. Additionally, the effective date for the Performance Covenant was extended from November 15, 2023 to May 15, 2024. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Phathom Pharmaceuticals, Inc., or the Company or Phathom, was incorporated in the state of Delaware in January 2018. The Company is a biopharmaceutical company focused on developing and commercializing novel treatments for gastrointestinal diseases. The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles, or GAAP. |
Liquidity and Capital Resources | Liquidity and Capital Resources From inception to September 30, 2023, the Company has devoted substantially all of its efforts to organizing and staffing the Company, business planning, raising capital, in-licensing its initial product candidate, vonoprazan, meeting with regulatory authorities, managing the clinical trials of vonoprazan, preparing for commercialization of its initial products containing vonoprazan, and providing other general and administrative support for these operations. The Company has a limited operating history, has never generated any revenue, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur additional net losses in the future as it continues to develop and prepares for commercialization of vonoprazan. From inception to September 30, 2023, the Company has funded its operations through the issuance of convertible promissory notes, commercial bank debt, revenue interest financing debt, the sale of 10,997,630 shares of common stock for net proceeds of approximately $ 191.5 million in its 2019 IPO, the sale of 2,250,000 shares of common stock for net proceeds of approximately $ 88.6 million in its December 2020 follow-on public offering, the sale of 3,929,116 shares of common stock for net proceeds of approximately $ 38.7 million in its issuances of common stock pursuant to the Open Market Sale Agreement SM , or the Sales Agreement, with Jefferies LLC, or the Sales Agent, under which the Compan y may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 125.0 million, or the ATM Offering, a nd the sale of 12,793,750 shares of common stock for net proceeds of approximately $ 141.4 million in its May 2023 public offering. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities in accordance with GAAP. Management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these financial statements were issued. There can be no assurance that the Company will be successful in acquiring additional funding, if needed, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses and the valuation of various equity instruments. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results could differ materially from those estimates and assumptions. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, are classified within the Level 1 designation discussed above, while prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. As of September 30, 2023, the estimated fair value of the Company’s long-term debt approximated the carrying amount given its floating interest rate basis. The fair value of the Company’s long-term debt was estimated for disclosure purposes only and was determined based on quoted market data for valuation, and thus categorized as Level 2 in the fair value hierarchy. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts and money market funds. Restricted cash primarily conists of cash deposited by the Company to secure corporate leased vehicles. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment and related software are depreciated over two to three years . Furniture and fixtures are depreciated over three years . Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. |
Inventory | Inventory The Company capitalizes inventory costs related to products to be sold in the ordinary course of business. The Company makes a determination of capitalizing inventory costs for a product based on, among other factors, status of regulatory approval, information regarding safety, efficacy and expectations relating to commercial sales and recoverability of costs. Inventory currently consists of bulk active pharmaceutical ingredients that will be used to manufacture vonoprazan tablets. Inventory related to indications prior to regulatory approval has been included in research and development expense in the period of purchase. The Company values its inventory at the lower of cost or net realizable value. The Company measures inventory using actual cost under a first-in, first-out basis. The Company assesses recoverability of inventory each reporting period to determine any write down to net realizable value resulting from excess or obsolete inventories . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets T he Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through September 30, 2023. |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. |
Revenue Interest Financing Liability | Revenue Interest Financing Liability The Company entered into a revenue interest financing agreement, or the Revenue Interest Financing Agreement, with entities managed or advised by NovaQuest Capital Management, or NQ, Sagard Holdings Manager LP, or Sagard, and Hercules Capital, Inc., or Hercules, together with NQ and Sagard, the Initial Investors, in which the Company received funds in return for royalties on net sales of products containing vonoprazan. The net proceeds received under the transaction were recognized as short-term and long-term liabilities with interest expense based on an imputed effective rate derived from the expected future payments to the Initial Investors. The Company recalculates the effective interest rate each period based on the current carrying value and the revised estimated future payments to the Initial Investors. Changes in future payments to the Initial Investors from previous estimates are included in current and future financing expense. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations, or CROs, and consultants to conduct and support the Company’s ongoing clinical trials of vonoprazan, and costs related to manufacturing vonoprazan for clinical trials. The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of or after performance are reflected in the accompanying balance sheets as prepaid expenses or accrued liabilities, respectively. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
In-Process Research and Development | In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist of salaries, stock-based compensation, facilities and third-party expenses. General and administrative expenses are associated with the activities of the commercial, executive, finance, accounting, information technology, legal, medical affairs and human resource functions. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of equity awards recognized over the requisite service period of the awards (generally the vesting period) on a straight-line basis with forfeitures recognized as they occur. The Company also maintains an employee stock purchase program, or ESPP, under which it may issue shares. The Company estimates the fair value of shares that will be issued under the ESPP, and of stock options using the Black-Scholes valuation model, which requires the use of estimates. The Company recognizes stock-based compensation cost for shares that it will issue under the ESPP on a straight-line basis over the requisite service period of the award . |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Beginning in 2022, the Tax Cuts and Jobs Act, or TCJA, eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize domestic and foreign research and development expenditures over 5 years and 15 years , respectively. The requirement did not impact cash from operations in the current period. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. For the three and nine months ended September 30, 2023, the Company has excluded weighted-average unvested shares of 0 and 46,131 , respectively, from the weighted-average number of common shares outstanding, compared to 577,931 and 798,643 , respectively for the same periods in 2022. D iluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options and warrants. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities (warrants, stock options, and common shares subject to repurchase) would be antidilutive . |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Standards There were no recently adopted accounting standards which would have a material impact on the Company's financial statements. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board or other standard setting bodies on the Company's financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no new material accounting standards issued in the third quarter of 2023 that impacted the Company. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net, consist of the following (in thousands): September 30, December 31, 2023 2022 Computer equipment and software $ 1,110 $ 1,078 Furniture and fixtures 1,089 1,086 Leasehold improvements 139 115 Construction in process 1,499 399 Total property, plant and equipment, gross 3,837 2,678 Less: accumulated depreciation ( 1,861 ) ( 1,471 ) Total property, plant and equipment, net $ 1,976 $ 1,207 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued research and development expenses $ 3,292 $ 3,080 Accrued compensation expenses 7,300 8,447 Accrued professional & consulting expenses 2,843 3,000 Accrued other 20 151 Total accrued expenses $ 13,455 $ 14,678 |
Schedule Of Inventory | Inventory consist of the following (in thousands): September 30, December 31, 2023 2022 Raw materials $ 111 $ — Total inventory, current $ 111 — Raw materials, noncurrent 3,450 — Total inventory $ 3,561 $ — |
Lease Commitments (Tables)
Lease Commitments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to the Operating Leases | The following table summarizes supplemental balance sheet information related to the operating leases (in thousands): September 30, December 31, 2023 2022 Assets: Operating lease right-of-use assets $ 1,682 $ 2,287 Total right-of-use assets 1,682 2,287 Liabilities: Operating lease liabilities, current 721 708 Operating lease liabilities, non-current 628 1,098 Total operating lease liabilities $ 1,349 $ 1,806 |
Summary of Future Minimum Lease Payments Under Operating Leases | As of September 30, 2023, the future minimum annual lease payments under the operating leases were as follows (in thousands): 2023 185 2024 753 2025 513 Total minimum lease payments 1,451 Less: amount representing interest ( 102 ) Present value of operating lease liabilities 1,349 Less: operating lease liabilities, current ( 721 ) Operating lease liabilities $ 628 Weighted-average remaining lease term (in years) 1.8 Weighted-average incremental borrowing rate 8.21 % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt consists of the following (in thousands): September 30, Long-term debt, current portion $ — Long-term debt, non-current portion 107,158 Unamortized debt discount ( 7,899 ) Total debt, net of debt discount $ 99,259 |
Schedule of Future Minimum Principal and Interest Payments Under Term Loan | Future minimum principal payments under the Term Loan, including the final payment fee, as of September 30, 2023 are as follows (in thousands): Year ending December 31: 2023 — 2024 — 2025 29,707 2026 94,764 Total principal and interest payments 124,471 Less payment-in-kind and final payment fee ( 24,471 ) Total term loan borrowings $ 100,000 |
Revenue Interest Financing Li_2
Revenue Interest Financing Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Total Revenue Interest Financing Liability | Total revenue interest financing liability consists of the following (in thousands): September 30, Proceeds from the Revenue Interest Financing Agreement $ 100,000 Less: transaction costs ( 4,554 ) Less: royalty payments and payables — Plus: interest expense 30,344 Ending liability balance $ 125,790 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Unvested Shares | A summary of the Company’s unvested shares is as follows: Balance at December 31, 2022 254,437 Share vesting ( 254,437 ) Balance at September 30, 2023 — |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: September 30, Common stock warrants 91,228 Stock options and performance-based awards outstanding 7,992,999 Shares available for issuance under the 2019 Incentive Plan 1,482,309 Shares available for issuance under the ESPP Plan 973,298 Balance at September 30, 2023 10,539,834 |
Summary of PSU Activity Under the 2019 Incentive Award Plan | The following table summarizes PSU activity under the 2019 Incentive Award Plan during the nine months ended September 30, 2023. Number of Weighted- Unvested balance at December 31, 2022 412,300 $ 30.97 Granted 597,650 10.89 Vested — — Forfeited — — Unvested balance at September 30, 2023 1,009,950 $ 19.09 |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Granted and ESPP Awards | The weighted-average assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows: Nine Months Ended 2023 2022 Assumptions: Expected term (in years) 0.49 0.50 Expected volatility 69.73 % 68.59 % Risk free interest rate 5.03 % 2.04 % Dividend yield — — |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Options Weighted- Weighted- Aggregate Balance at December 31, 2022 5,586,470 $ 23.40 7.90 $ 4,476 Options granted 1,169,160 8.78 Options exercised ( 16,421 ) 7.54 Options cancelled ( 2,439,628 ) 36.53 Balance at September 30, 2023 4,299,581 $ 12.04 7.80 $ 5,549 Options exercisable as of September 30, 2023 2,075,139 $ 12.72 6.69 $ 3,111 |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options | The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model were as follows: Nine Months Ended 2023 2022 Assumptions: Expected term (in years) 6.03 5.88 Expected volatility 64.10 % 66.01 % Risk free interest rate 3.50 % 2.00 % Dividend yield — — |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recognized for all equity awards, including founder stock, has been reported in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development expense $ 1,397 $ 1,418 $ 4,977 $ 3,876 General and administrative expense 4,743 4,398 15,464 13,600 Total $ 6,140 $ 5,816 $ 20,441 $ 17,476 |
Restricted Stock Units (RSUs) | |
Summary of Unvested Shares | The following table summarizes RSU activity under the 2019 Incentive Award Plan during the nine months ended September 30, 2023. Number of Weighted- Unvested balance at December 31, 2022 877,467 $ 11.03 Granted 2,237,376 12.08 Vested ( 428,558 ) 10.03 Forfeited ( 2,817 ) 10.26 Unvested balance at September 30, 2023 2,683,468 $ 12.07 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 69 Months Ended | ||||||||
Oct. 29, 2019 USD ($) shares | May 31, 2023 USD ($) shares | Feb. 28, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2020 USD ($) shares | May 31, 2019 shares | Sep. 30, 2023 shares | Mar. 31, 2023 shares | Sep. 30, 2022 shares | May 06, 2019 USD ($) shares | Sep. 30, 2023 USD ($) Segment shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) shares | |
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Impairment losses | $ | $ 0 | ||||||||||||
Number of operating segment | Segment | 1 | ||||||||||||
Domestic | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Research and development expenditures, amortization period | 5 years | ||||||||||||
Foreign | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Research and development expenditures, amortization period | 15 years | ||||||||||||
Unvested Shares | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Unvested shares excluded from computation of weighted average earnings per share | 0 | 577,931 | 46,131 | 798,643 | |||||||||
Furniture and Fixtures | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, useful life | 3 years | 3 years | 3 years | ||||||||||
Minimum | Computer Equipment and Related Software | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, useful life | 2 years | 2 years | 2 years | ||||||||||
Maximum | Computer Equipment and Related Software | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, useful life | 3 years | 3 years | 3 years | ||||||||||
Common Stock | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 2,524,852 | ||||||||||||
Net proceeds from issuance of common stock | $ | $ 1,000 | ||||||||||||
Common Stock | Takeda License | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 1,084,000 | ||||||||||||
IPO | Common Stock | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 10,997,630 | ||||||||||||
Proceeds from Initial Public Offering (IPO) | $ | $ 191,500,000 | ||||||||||||
Follow-on Public Offering | Common Stock | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 12,793,750 | 2,250,000 | |||||||||||
Net proceeds from issuance of common stock | $ | $ 141,400,000 | $ 88,600,000 | |||||||||||
At-the-Market Offering Program | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 1,514,219 | 2,414,897 | 3,929,116 | ||||||||||
Net proceeds from issuance of common stock | $ | $ 14,100,000 | $ 24,600,000 | $ 14,073,000 | $ 24,596,000 | $ 38,700,000 | ||||||||
At-the-Market Offering Program | Maximum | Open Market Sale Agreement with Jefferies LLC | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate offering price through equity financing | $ | $ 125,000,000 | ||||||||||||
At-the-Market Offering Program | Common Stock | |||||||||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock shares issued | 1,514,219 | 2,414,897 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,837 | $ 2,678 |
Less: accumulated depreciation and amortization | (1,861) | (1,471) |
Total property, plant and equipment, net | 1,976 | 1,207 |
Computer equipment and software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,110 | 1,078 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,089 | 1,086 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 139 | 115 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,499 | $ 399 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory [Line Items] | |||||
Depreciation expense | $ 100,000 | $ 200,000 | $ 400,000 | $ 500,000 | |
Disposal of property, plant or equipment | 0 | $ 0 | |||
Raw materials | 111,000 | 111,000 | |||
other long-term assets | |||||
Inventory [Line Items] | |||||
Raw materials | $ 3,500,000 | $ 3,500,000 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued research and development expenses | $ 3,292 | $ 3,080 |
Accrued compensation expenses | 7,300 | 8,447 |
Accrued professional & consulting expenses | 2,843 | 3,000 |
Accrued other | 20 | 151 |
Total accrued expenses | $ 13,455 | $ 14,678 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Inventory (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Inventory Disclosure [Abstract] | |
Raw materials | $ 111 |
Total inventory, current | 111 |
Raw materials, noncurrent | 3,450 |
Total inventory | $ 3,561 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 05, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Outstanding accounts payable and accrued expenses | $ 14,000,000 | $ 14,000,000 | $ 15,000,000 | |||
Commercial Supply and Temporary Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Minimum purchase obligation | 0 | 0 | ||||
Commercial Supply Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement extends period for termination | 2 years | |||||
PCI Pharma Services | ||||||
Related Party Transaction [Line Items] | ||||||
Expense related to services | 14,000,000 | $ 0 | 30,000,000 | $ 0 | ||
PCI Pharma Services | Clinical Manufacturing Services | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding accounts payable and accrued expenses | 1,300,000 | 1,300,000 | 1,100,000 | |||
Expense related to services | 100,000 | 100,000 | 400,000 | 500,000 | ||
Takeda | Commercial Supply and Temporary Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding accounts payable and accrued expenses | 1,500,000 | 1,500,000 | $ 1,400,000 | |||
Expense related to services | $ 0 | $ 100,000 | $ 1,300,000 | |||
Takeda | Commercial Supply and Temporary Services Agreement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Expense related to services | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | |||
May 07, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments And Contingencies [Line Items] | ||||
Common stock fair value | $ 5,000 | $ 3,000 | ||
Common stock, shares issued | 56,809,085 | 41,723,308 | ||
Expenses incurred related to purchase commitments | $ 0 | $ 0 | ||
Minimum | ||||
Commitments And Contingencies [Line Items] | ||||
Purchase obligation in the first 24-month period | $ 3,800,000 | |||
Takeda License | Takeda | ||||
Commitments And Contingencies [Line Items] | ||||
License agreement description | The agreement will remain in effect, on a country-by-country and product-by-product basis, until the later of (i) the expiration of the last to expire valid patent claim covering vonoprazan fumarate alone or in combination with at least one other therapeutically active ingredient, (ii) the expiration of the applicable regulatory exclusivity and (iii) 15 years from the date of first commercial sale, unless earlier terminated. The Company may terminate the Takeda License upon nine months’ written notice. The Company and Takeda may terminate the Takeda License in the case of the other party’s insolvency or material uncured breach. Takeda may terminate the Takeda License if the Company challenges, or assists in challenging, licensed patents. | |||
Agreement expiration term from date of first commercial sale | 15 years | |||
Cash consideration paid for license | $ 25,000,000 | |||
Common stock fair value | $ 5,900,000 | |||
Common stock, shares issued | 1,084,000 | |||
Warrants exercise price | $ 0.00004613 | |||
Initial fair value of warrants | $ 47,900,000 | |||
Additional warrant issued | 0 | |||
Maximum amount payable in sales milestones upon achievement of specified levels of product sales | $ 250,000,000 | |||
Warrants expiration date | May 07, 2029 | |||
Takeda License | Takeda | Common Stock | ||||
Commitments And Contingencies [Line Items] | ||||
Warrants issued to purchase shares | 7,588,000 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Option | Sep. 30, 2022 USD ($) | |
Lessee Lease Description [Line Items] | ||||
Operating leases, rent expense | $ | $ 0.3 | $ 0.3 | $ 0.8 | $ 0.7 |
Cash payments for operating lease costs | $ | $ 0.7 | $ 1 | ||
Buffalo Grove, Illinois | ||||
Lessee Lease Description [Line Items] | ||||
Operating leases, remaining lease terms | 1 year 7 months 6 days | 1 year 7 months 6 days | ||
Operating lease number of option to extend | Option | 1 | |||
Operating lease, option to extend description | operating leases contain an option to extend the term for one additional five year period | |||
Operating lease, renewal term | 5 years | 5 years | ||
Florham Park, New Jersey | ||||
Lessee Lease Description [Line Items] | ||||
Operating leases, remaining lease terms | 1 year 10 months 24 days | 1 year 10 months 24 days | ||
Operating lease number of option to extend | Option | 1 | |||
Operating lease, option to extend description | operating leases contain an option to extend the term for one additional five year period | |||
Operating lease, renewal term | 5 years | 5 years |
Lease Commitments - Summary of
Lease Commitments - Summary of Supplemental Balance Sheet Information Related to the Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease right-of-use assets | $ 1,682 | $ 2,287 |
Liabilities: | ||
Operating lease liabilities, current | 721 | 708 |
Operating lease liabilities, non-current | 628 | 1,098 |
Total operating lease liabilities | $ 1,349 | $ 1,806 |
Lease Commitments - Summary o_2
Lease Commitments - Summary of Future Annual Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 185 | |
2024 | 753 | |
2025 | 513 | |
Total minimum lease payments | 1,451 | |
Less: amount representing interest | (102) | |
Total operating lease liabilities | 1,349 | $ 1,806 |
Less: operating lease liabilities, current | (721) | (708) |
Operating lease liabilities | $ 628 | $ 1,098 |
Weighted-average remaining lease term (in years) | 1 year 9 months 18 days | |
Weighted-average incremental borrowing rate | 8.21% |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt, non-current portion | $ 107,158 |
Unamortized debt discount | (7,899) |
Total debt, net of debt discount | $ 99,259 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
May 09, 2023 | Sep. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 27, 2022 | |
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 100,000,000 | $ 100,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, final payment fee or end of term charge | $ 7,500,000 | |||||||
Minimum projection percentage on sale of vonoprazan and products containing vonoprazan | 50% | |||||||
Percentage of qualified cash prior to Third performance milestone | 65% | |||||||
Minimum percentage of qualified cash following third performance milestone | 45% | |||||||
Minimum market capitalization amount | $ 900,000,000 | |||||||
Percentage of debt funded to be issued as warrants to purchase common stock | 2.50% | |||||||
Warrants exercise price | $ 33.43 | |||||||
Warrants expire term | 7 years | |||||||
Warrants expiration date | Sep. 17, 2028 | |||||||
Fair value of warrants | $ 1,300,000 | |||||||
Debt issuance costs | $ 3,100,000 | |||||||
Loan Agreement | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued to purchase shares | 74,782 | |||||||
Loan Agreement | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 200,000,000 | |||||||
Payment for facility charge | $ 1,250,000 | |||||||
Debt instrument, facility charge percentage | 0.50% | |||||||
Debt instrument, maturity date | Oct. 01, 2026 | |||||||
Loan Agreement | Term Loan | Floor Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate | 5.50% | |||||||
Loan Agreement | Term Loan | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Loan Agreement | Term Loan | Payment In Kind PIK Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 3.35% | |||||||
Loan Agreement | Term Loans, Aggregate Principal Amount Tranches One | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 100,000,000 | |||||||
Loan Agreement | Term Loans, Aggregate Principal Amount Tranches Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 50,000,000 | $ 50,000,000 | ||||||
Debt instrument minimum per draw amountd | 25,000,000 | 25,000,000 | ||||||
Loan Agreement | Term Loans, Aggregate Principal Amount Tranches Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | 25,000,000 | 25,000,000 | ||||||
Loan Agreement | Term Loans, Aggregate Principal Amount Tranches Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | 25,000,000 | 25,000,000 | ||||||
Loan Agreement | Term Loan Advance | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, final payment fee percentage | 7.50% | |||||||
Debt instrument, final payment fee or end of term charge | 7,500,000 | 7,500,000 | ||||||
Loan Agreement | Term Loan Advance | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment fee percentage of outstanding principal amount | 1.25% | |||||||
Hercules and SVB Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | 106,800,000 | 106,800,000 | ||||||
Accrued interest | 1,000,000 | 1,000,000 | ||||||
Hercules Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 4,400,000 | $ 3,400,000 | $ 12,600,000 | $ 9,200,000 | ||||
Amendment to Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 50,000,000 | |||||||
Tranche extension amendment fee | $ 150,000 | |||||||
Covenant extension amendment fee | 100,000 | |||||||
Amendment to Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loans aggregate principal amount | $ 100,000,000 | |||||||
Percentage of debt funded to be issued as warrants to purchase common stock | 2.50% | |||||||
Warrants exercise price | $ 11.6783 | |||||||
Warrants expire term | 7 years | |||||||
Common stock, par value | $ 0.0001 | |||||||
Amendment to Warrants | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued to purchase shares | 74,783 |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Principal and Interest Payments Under Term Loans (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 29,707 |
2026 | 94,764 |
Total principal and interest payments | 124,471 |
Less payment-in-kind and final payment fee | (24,471) |
Total term loan borrowings | $ 100,000 |
Revenue Interest Financing Li_3
Revenue Interest Financing Liability - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | |||
May 03, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Revenue Interest Financing Liability [Line Items] | |||||||
Investors right to receive royalties termination description | The investors’ right to receive royalties on net sales will terminate when the investors have aggregate payments equal to 200% of the Investment Amount. In addition, at any time after the earlier of (i) April 30, 2024 and (ii) the date that the payment for Erosive GERD regulatory approval is made, the Company has the right to make a cap payment equal to 200% of the Investment Amount less any royalties already paid, at which time the agreement will terminate. | ||||||
Investors receipt description | If the investors have not received aggregate payments of at least 100% of the Investment Amount by December 31, 2028, and at least 200% of the Investment Amount by December 31, 2037, each a Minimum Amount, then the Company will be obligated to make a cash payment to the investors in an amount sufficient to gross the investors up to the applicable Minimum Amount. | ||||||
Default obligation description | Upon the occurrence of an event of default taking place prior to April 1, 2025, between April 1, 2025 and April 1, 2028, and after April 1, 2028, the Company is obligated to pay 1.30 times Investment Amount, 1.65 times Investment Amount, and 2.0 times investment amount, respectively, less any amounts the Company previously paid pursuant to the agreement. | ||||||
Gross proceeds | $ 100,000 | $ 100,000 | |||||
Transaction costs | 4,554 | 4,600 | |||||
Net proceeds | $ 95,446 | $ 95,400 | |||||
Revenue interest financing liability | $ 125,790 | 125,790 | |||||
Interest expense with revenue interest finance liability | $ 5,700 | $ 5,600 | $ 16,300 | $ 8,300 | $ 30,344 | ||
Revenue Interest Financing Agreement | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of investor share of royalty in net sales | 10% | ||||||
Percentage of aggregate payments on investment amount to investors on net sales | 200% | ||||||
Revenue Interest Financing Agreement Upon Occurrence of Event of Default Prior to April 1, 2025 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of aggregate payment on investment amount to investors | 1.30% | ||||||
Revenue Interest Financing Agreement Upon Occurrence of Event of Default between April 1, 2025, and April 1, 2028 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of aggregate payment on investment amount to investors | 1.65% | ||||||
Revenue Interest Financing Agreement Upon Occurrence of Event of Default after April 1, 2028 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of aggregate payments on investment amount to investors on net sales | 2% | ||||||
Initial Investors NQ, Sagard, and Hercules | Revenue Interest Financing Agreement | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Funds received from initial closing | $ 100,000 | ||||||
Initial Investors NQ, Sagard, and Hercules | Revenue Interest Financing Agreement, Funding Commitment On or Before March 31, 2024 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Investors additional funding amount upon FDA approval of vonoprazan for treatment of erosive esophagitis | 160,000 | ||||||
Initial Investors NQ, Sagard, and Hercules | Revenue Interest Financing Agreement Funding upon FDA Approval at any Time Prior to December 31, 2022 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Potential additional investor funding amount | 15,000 | ||||||
Initial Investors NQ, Sagard, and Hercules | Revenue Interest Financing Agreement Funding upon Achievement of Sales Milestone at any Time Prior to June 30, 2024 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Investors funding commitment potential amount available upon achievement of sales milestone | $ 25,000 | ||||||
Minimum | Revenue Interest Financing Agreement Percentage on Investment Amount On December December 31, 2028 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of aggregate payment on investment amount to investors | 100% | ||||||
Minimum | Revenue Interest Financing Agreement Percentage On Investment Amount by December 31, 2037 | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Percentage of aggregate payment on investment amount to investors | 200% | ||||||
Maximum | Initial Investors NQ, Sagard, and Hercules | Revenue Interest Financing Agreement | |||||||
Revenue Interest Financing Liability [Line Items] | |||||||
Investors funding amount | $ 260,000 |
Revenue Interest Financing Li_4
Revenue Interest Financing Liability - Schedule of Total Revenue Interest Financing Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Contract with Customer, Liability [Abstract] | ||||||
Proceeds from the Revenue Interest Financing Agreement | $ 100,000 | $ 100,000 | ||||
Less: transaction costs | (4,554) | $ (4,600) | ||||
Plus: interest expense | $ 5,700 | $ 5,600 | 16,300 | $ 8,300 | $ 30,344 | |
Ending liability balance | $ 125,790 | $ 125,790 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 69 Months Ended | ||||||||||||||||||||||
Jul. 14, 2023 shares | May 23, 2023 USD ($) $ / shares shares | Dec. 16, 2020 USD ($) $ / shares shares | Oct. 29, 2019 USD ($) $ / shares shares | Jul. 31, 2023 shares | Feb. 28, 2023 USD ($) shares | Jan. 31, 2023 shares | Sep. 30, 2022 USD ($) shares | Jul. 31, 2022 shares | Jan. 31, 2022 shares | Aug. 31, 2021 shares | Nov. 30, 2020 | Nov. 30, 2019 $ / shares shares | Oct. 31, 2019 shares | May 31, 2019 shares | Mar. 31, 2019 shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | May 06, 2019 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 shares | Dec. 31, 2019 shares | Sep. 30, 2023 USD ($) shares | Jan. 01, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Stock options, granted | 1,169,160 | |||||||||||||||||||||||||||
Stock-based compensation cost | $ | $ 6,140,000 | $ 5,816,000 | $ 20,441,000 | $ 17,476,000 | ||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 29,400,000 | $ 29,400,000 | $ 29,400,000 | |||||||||||||||||||||||||
Common stock reserved for issuance | 10,539,834 | 10,539,834 | 10,539,834 | |||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 13,900,000 | $ 13,900,000 | $ 13,900,000 | |||||||||||||||||||||||||
Unrecognized stock-based compensation expense, weighted-average period for recognition | 2 years 3 months 18 days | |||||||||||||||||||||||||||
Defined contribution plan employer contribution liabilities expense | $ | $ 300,000 | 200,000 | $ 1,500,000 | $ 1,100,000 | ||||||||||||||||||||||||
Defined contribution plan, employer matching contribution, percentage | 75% | |||||||||||||||||||||||||||
Employer discretionary match number of shares settled | 83,826 | 52,130 | 84,784 | 16,756 | 18,394 | |||||||||||||||||||||||
Dividend yield | 0% | 0% | ||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense, weighted-average period for recognition | 2 years 6 months | |||||||||||||||||||||||||||
2019 Equity Incentive Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares authorized for issuance | 2,231,739 | |||||||||||||||||||||||||||
Stock options, granted | 1,400,528 | |||||||||||||||||||||||||||
Number of shares available for issuance | 0 | |||||||||||||||||||||||||||
2019 Equity Incentive Plan | Restricted Stock | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock awards, granted | 16,260 | |||||||||||||||||||||||||||
2019 Incentive Award Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock options, granted | 1,203,341 | |||||||||||||||||||||||||||
Number of shares available for issuance | 2,406,622 | |||||||||||||||||||||||||||
Annual increase to shares available for issuance percentage of outstanding common stock | 5% | |||||||||||||||||||||||||||
Equity plan, description | The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors. On July 14, 2023, the Company completed a voluntary, one-time stock option exchange program, or the Option Exchange, pursuant to which eligible employees were able to exchange certain outstanding stock options granted under the 2019 Plan for a lesser amount of new RSUs issued under the 2019 Plan. Participants in the Option Exchange received one RSU for every two shares of Phathom common stock underlying the eligible options surrendered. This exchange ratio was applied on a grant by grant basis. The Option Exchange resulted in 2,406,622 options being exchanged for 1,203,341 RSUs. The Company will recognize an additional $2.2 million of incremental expense related to the Option Exchange to be recognized over a three-year vesting period. As of September 30, 2023, 1,482,309 shares remain available for issuance under the 2019 Plan, which reflects 4,004,186 of stock option, performance-based unit, or PSU, and RSU awards granted, and 2,442,445 of awards cancelled or forfeited, during the nine months ended September 30, 2023 as well as an annual increase of 2,086,165 shares authorized on January 1, 2023. | |||||||||||||||||||||||||||
Number of shares remain available for issuance, annual increase | 2,086,165 | 2,086,165 | 2,086,165 | |||||||||||||||||||||||||
Common stock reserved for issuance | 1,482,309 | 1,482,309 | 1,482,309 | |||||||||||||||||||||||||
Share-based compensation incremental expense | $ | $ 2,200,000 | |||||||||||||||||||||||||||
2019 Incentive Award Plan | Performance-Based Stock Units (PSU) | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock awards, granted | 597,650 | 37,500 | ||||||||||||||||||||||||||
Stock-based compensation cost | $ | $ 0 | |||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 19,300,000 | $ 19,300,000 | $ 19,300,000 | |||||||||||||||||||||||||
2019 Incentive Award Plan | Stock options, PSUs and RSUs | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Number of awards, granted | 4,004,186 | |||||||||||||||||||||||||||
Number of awards, cancelled or forfeited | 2,442,445 | |||||||||||||||||||||||||||
2019 Incentive Award Plan | Restricted Stock Units (RSUs) | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock awards, granted | 2,237,376 | |||||||||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Number of shares available for issuance | 973,298 | 973,298 | 973,298 | |||||||||||||||||||||||||
Annual increase to shares available for issuance percentage of outstanding common stock | 1% | |||||||||||||||||||||||||||
Equity plan, description | In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors. As of September 30, 2023, 973,298 shares of common stock remain available for issuance, which includes the 196,873 shares sold to employees during the nine months ended September 30, 2023 as well as an annual increase of 417,233 shares authorized on January 1, 2023. | |||||||||||||||||||||||||||
Number of shares remain available for issuance, annual increase | 417,233 | |||||||||||||||||||||||||||
Stock-based compensation cost | $ | $ 100,000 | 0 | $ 400,000 | $ 300,000 | ||||||||||||||||||||||||
Common stock reserved for issuance | 270,000 | 973,298 | 973,298 | 973,298 | ||||||||||||||||||||||||
Number of shares issued | 196,873 | |||||||||||||||||||||||||||
Estimated weighted-average fair value | $ / shares | $ 3.64 | $ 3.98 | ||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||
Unrecognized stock-based compensation expense, weighted-average period for recognition | 3 months 18 days | |||||||||||||||||||||||||||
Underwritten Public Offering | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 12,793,750 | 2,250,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 141,390,000 | |||||||||||||||||||||||||||
Common stock, price per share | $ / shares | $ 11.75 | $ 42 | ||||||||||||||||||||||||||
Proceeds from issuance initial public offering gross | $ | $ 150,300 | $ 94,500,000 | ||||||||||||||||||||||||||
Purchase price per share after deducting underwriting discounts and commissions | $ / shares | $ 11.08 | $ 39.48 | ||||||||||||||||||||||||||
Net proceeds after deducting underwriters commission | $ | $ 141,800 | $ 88,800,000 | ||||||||||||||||||||||||||
Purchase of additional offering expenses | $ | $ 400 | $ 200,000 | ||||||||||||||||||||||||||
At-the-Market Offering Program | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 1,514,219 | 2,414,897 | 3,929,116 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 14,073,000 | $ 24,596,000 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 14,100,000 | $ 24,600,000 | $ 14,073,000 | $ 24,596,000 | $ 38,700,000 | |||||||||||||||||||||||
Stock issuance costs | $ | $ 400,000 | $ 800,000 | ||||||||||||||||||||||||||
Amount utilized of equity financing | $ | 39,900,000 | |||||||||||||||||||||||||||
Available equity financing amount | $ | $ 125,000,000 | |||||||||||||||||||||||||||
Employee and Nonemployee Director | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Estimated weighted-average fair value | $ / shares | $ 5.38 | |||||||||||||||||||||||||||
Open Market Sale Agreement with Jefferies LLC | At-the-Market Offering Program | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Sales commission payable as a percentage of sale of gross sales price per share | 3% | |||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 2,524,852 | |||||||||||||||||||||||||||
Number of shares authorized to repurchase | 3,373,408 | |||||||||||||||||||||||||||
Stock repurchase program, number of shares right lapse | 843,352 | |||||||||||||||||||||||||||
Remaining number of shares to be repurchased | 2,530,056 | |||||||||||||||||||||||||||
Stock repurchase program, period in force | 48 months | |||||||||||||||||||||||||||
Stock repurchase program expiration period | 2023-03 | |||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 1,000 | |||||||||||||||||||||||||||
Repurchase right lapse each month after first anniversary, shares | 0.000208 | |||||||||||||||||||||||||||
Repurchases of shares | 17,560 | |||||||||||||||||||||||||||
Shares aggregate repurchase price | $ / shares | $ 5.20 | |||||||||||||||||||||||||||
Employer discretionary match number of shares settled | 83,826 | 52,130 | 84,784 | 16,756 | ||||||||||||||||||||||||
Common Stock | 2019 Incentive Award Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Additional number of shares available for issuance | 1,416,788 | |||||||||||||||||||||||||||
Common Stock | Employee Stock Purchase Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Maximum percentage of eligible compensation contributed by participants | 20% | |||||||||||||||||||||||||||
Common Stock | IPO | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 10,997,630 | |||||||||||||||||||||||||||
Common stock, price per share | $ / shares | $ 19 | |||||||||||||||||||||||||||
Proceeds from Initial Public Offering (IPO) | $ | $ 191,500,000 | |||||||||||||||||||||||||||
Common Stock | Underwritten Public Offering | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 1,668,750 | 1,434,473 | 12,793,750 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 1,000 | |||||||||||||||||||||||||||
Common Stock | At-the-Market Offering Program | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 1,514,219 | 2,414,897 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 1,000 | |||||||||||||||||||||||||||
Common Stock | Employees | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Remaining number of shares to be repurchased | 0 | 0 | 0 | |||||||||||||||||||||||||
Common Stock | First Anniversary | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Initial repurchase right lapse rate | 25% | |||||||||||||||||||||||||||
Common Stock | Takeda License | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 1,084,000 | |||||||||||||||||||||||||||
Common Stock | Founders | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Remaining number of shares to be repurchased | 0 | |||||||||||||||||||||||||||
Common Stock | Frazier | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Common stock shares issued | 1,491,072 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Shares (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-Based Payment Arrangement [Abstract] | |
Balance at December 31, 2022 | 254,437 |
Share vesting | (254,437) |
Balance at June 30, 2023 | 0 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2023 | Oct. 31, 2019 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 10,539,834 | |
Common stock warrants | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 91,228 | |
Stock Option Performance Based Awards Outstanding | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 7,992,999 | |
2019 Incentive Award Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,482,309 | |
ESPP Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 973,298 | 270,000 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of PSU and RSUs Activity Under the 2019 Incentive Award Plan (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance at December 31, 2022 | 254,437 | |
Balance at June 30, 2023 | 0 | 254,437 |
2019 Incentive Award Plan | Performance-Based Stock Units (PSU) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance at December 31, 2022 | 412,300 | |
Stock awards, granted | 597,650 | 37,500 |
Balance at June 30, 2023 | 1,009,950 | 412,300 |
Weighted Average Grant Date Fair Value Per Share, Unvested Beginning Balance | $ 30.97 | |
Weighted Average Grant Date Fair Value Per Share, Granted | 10.89 | |
Weighted Average Grant Date Fair Value Per Share, Unvested Ending Balance | $ 19.09 | $ 30.97 |
2019 Incentive Award Plan | Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance at December 31, 2022 | 877,467 | |
Stock awards, granted | 2,237,376 | |
Number of Stock Units, Vested | (428,558) | |
Number of Stock Units, Forfeited | (2,817) | |
Balance at June 30, 2023 | 2,683,468 | 877,467 |
Weighted Average Grant Date Fair Value Per Share, Unvested Beginning Balance | $ 11.03 | |
Weighted Average Grant Date Fair Value Per Share, Granted | 12.08 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 10.03 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 10.26 | |
Weighted Average Grant Date Fair Value Per Share, Unvested Ending Balance | $ 12.07 | $ 11.03 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Granted and ESPP Awards (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Assumptions: | ||
Expected term (in years) | 6 years 10 days | 5 years 10 months 17 days |
Expected volatility | 64.10% | 66.01% |
Risk free interest rate | 3.50% | 2% |
Dividend yield | 0% | 0% |
Employee Stock Purchase Plan | ||
Assumptions: | ||
Expected term (in years) | 5 months 26 days | 6 months |
Expected volatility | 69.73% | 68.59% |
Risk free interest rate | 5.03% | 2.04% |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning Balance | 5,586,470 | |
Options Outstanding, Options granted | 1,169,160 | |
Options Outstanding, Options exercised | (16,421) | |
Options Outstanding, Options cancelled | (2,439,628) | |
Options Outstanding, Ending Balance | 4,299,581 | 5,586,470 |
Options Outstanding, Options exercisable as of March 31, 2022 | 2,075,139 | |
Weighted-Average Exercise Price, Beginning Balance | $ 23.4 | |
Weighted-Average Exercise Price, Options granted | 8.78 | |
Weighted-Average Exercise Price, Options exercised | 7.54 | |
Weighted-Average Exercise Price, Options cancelled | 36.53 | |
Weighted-Average Exercise Price, Ending Balance | 12.04 | $ 23.4 |
Weighted-Average Exercise Price, Options exercisable as of March 31, 2022 | $ 12.72 | |
Weighted-Average Remaining Contractual Term | 7 years 9 months 18 days | 7 years 10 months 24 days |
Weighted-Average Remaining Contractual Term, Options exercisable as of March 31, 2022 | 6 years 8 months 8 days | |
Aggregate Intrinsic Value, Balance | $ 5,549 | $ 4,476 |
Aggregate Intrinsic Value, Options exercisable as of March 31, 2022 | $ 3,111 |
Stockholders' Equity - Summar_6
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,140 | $ 5,816 | $ 20,441 | $ 17,476 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,397 | 1,418 | 4,977 | 3,876 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,743 | $ 4,398 | $ 15,464 | $ 13,600 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||
Stock-based compensation expense | $ 6,140 | $ 5,816 | $ 20,441 | $ 17,476 | |
Scenario Forecast | Revenue Interest Financing Agreement | |||||
Subsequent Event [Line Items] | |||||
Revenue receivable | $ 175,000 | ||||
Performance-Based Stock Units (PSU) | Scenario Forecast | |||||
Subsequent Event [Line Items] | |||||
Number of Stock Units, Vested | 1,009,950 | ||||
Stock-based compensation expense | $ 19,300 |