Cover
Cover - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40880 | |
Entity Registrant Name | XERIS BIOPHARMA HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1082097 | |
Entity Address, Address Line One | 180 N. LaSalle Street, | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | 844 | |
Local Phone Number | 445-5704 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | XERS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001867096 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 124,708,935 | |
Entity Interactive Data Current | Yes | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 59,492,000 | $ 37,598,000 |
Short-term investments | 33,491,000 | 96,190,000 |
Trade accounts receivable, net | 13,561,000 | 6,875,000 |
Inventory | 14,241,000 | 8,353,000 |
Prepaid expenses and other current assets | 3,582,000 | 3,196,000 |
Total current assets | 124,367,000 | 152,212,000 |
Property and equipment, net | 6,682,000 | 6,707,000 |
Other assets | 211,000 | 232,000 |
Total assets | 131,260,000 | 159,151,000 |
Current liabilities: | ||
Accounts payable | 4,290,000 | 3,117,000 |
Other accrued liabilities | 22,957,000 | 15,895,000 |
Accrued trade discounts and rebates | 6,782,000 | 5,984,000 |
Accrued returns reserve | 3,161,000 | 2,889,000 |
Other current liabilities | 95,000 | 322,000 |
Total current liabilities | 37,285,000 | 28,207,000 |
Long-term debt, net of unamortized debt issuance costs | 87,713,000 | 87,021,000 |
Deferred rent | 6,826,000 | 6,629,000 |
Other liabilities | 1,897,000 | 3,533,000 |
Total liabilities | 133,721,000 | 125,390,000 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock—par value $0.0001, 10,000,000 shares authorized and no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock—par value $0.0001, 150,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 66,497,895 and 59,611,202 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 7,000 | 6,000 |
Additional paid in capital | 406,878,000 | 371,134,000 |
Accumulated deficit | (409,320,000) | (337,385,000) |
Accumulated other comprehensive income (loss) | (26,000) | 6,000 |
Total stockholders’ (deficit) equity | (2,461,000) | 33,761,000 |
Total liabilities and stockholders’ (deficit) equity | $ 131,260,000 | $ 159,151,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) - Parenthetical - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 66,497,895 | 59,611,202 |
Common stock, shares outstanding (in shares) | 66,497,895 | 59,611,202 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 11,035 | $ 9,404 | $ 27,921 | $ 13,066 |
Grant and other income | 25 | 44 | 240 | 197 |
Cost of goods sold | 3,220 | 2,832 | 8,429 | 5,921 |
Gross profit | 7,840 | 6,616 | 19,732 | 7,342 |
Operating expenses: | ||||
Research and development | 5,663 | 3,876 | 15,078 | 15,811 |
Selling, general and administrative | 26,535 | 16,484 | 71,539 | 55,734 |
Total operating expenses | 32,198 | 20,360 | 86,617 | 71,545 |
Loss from operations | (24,358) | (13,744) | (66,885) | (64,203) |
Other income (expense): | ||||
Interest and other income | 66 | 232 | 243 | 943 |
Interest expense | (1,798) | (2,328) | (5,384) | (6,069) |
Change in fair value of warrants | 81 | (160) | 91 | (64) |
Total other income (expense) | (1,651) | (2,256) | (5,050) | (5,190) |
Net loss before benefit from income taxes | (26,009) | (16,000) | (71,935) | (69,393) |
Benefit from income taxes | 0 | 0 | 0 | (110) |
Net loss | (26,009) | (16,000) | (71,935) | (69,283) |
Other comprehensive loss, net of tax: | ||||
Unrealized gains (losses) on investments | (5) | (125) | (34) | 1 |
Foreign currency translation adjustments | (1) | 17 | 2 | 12 |
Comprehensive loss | $ (26,015) | $ (16,108) | $ (71,967) | $ (69,270) |
Net loss per common share - basic and diluted | $ (0.39) | $ (0.35) | $ (1.11) | $ (1.78) |
Weighted average common shares outstanding - basic and diluted | 66,497,593 | 46,145,116 | 64,722,552 | 38,995,707 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 27,214,523 | ||||
Beginning balance at Dec. 31, 2019 | $ 14,436 | $ 3 | $ 260,635 | $ 43 | $ (246,245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (29,184) | (29,184) | |||
Issuance of common stock upon offering (in shares) | 10,299,769 | ||||
Issuance of common stock upon offering | 39,845 | $ 1 | 39,844 | ||
Exercise and vesting of stock options (in shares) | 5,296 | ||||
Exercise and vesting of stock options | 10 | 10 | |||
Vesting of restricted stock units and related repurchases (in shares) | 21,449 | ||||
Vesting of restricted stock units and related repurchases | (63) | (63) | |||
Stock-based compensation | 2,008 | 2,008 | |||
Other comprehensive income | 17 | 17 | |||
Ending balance (in shares) at Mar. 31, 2020 | 37,541,037 | ||||
Ending balance at Mar. 31, 2020 | 27,069 | $ 4 | 302,434 | 60 | (275,429) |
Beginning balance (in shares) at Dec. 31, 2019 | 27,214,523 | ||||
Beginning balance at Dec. 31, 2019 | 14,436 | $ 3 | 260,635 | 43 | (246,245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (69,283) | ||||
Issuance of common stock upon conversion of debt | 1,060 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 46,664,503 | ||||
Ending balance at Sep. 30, 2020 | 14,336 | $ 5 | 329,803 | 56 | (315,528) |
Beginning balance (in shares) at Mar. 31, 2020 | 37,541,037 | ||||
Beginning balance at Mar. 31, 2020 | 27,069 | $ 4 | 302,434 | 60 | (275,429) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (24,099) | (24,099) | |||
Issuance of common stock upon offering (in shares) | 7,400,000 | ||||
Issuance of common stock upon offering | 18,779 | $ 1 | 18,778 | ||
Exercise and vesting of stock options (in shares) | 40,094 | ||||
Exercise and vesting of stock options | 72 | 72 | |||
Stock-based compensation | 2,071 | 2,071 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 170,201 | ||||
Issuance of common stock through employee stock purchase plan, value | 385 | 385 | |||
Other comprehensive income | 104 | 104 | |||
Ending balance (in shares) at Jun. 30, 2020 | 45,151,332 | ||||
Ending balance at Jun. 30, 2020 | 24,381 | $ 5 | 323,740 | 164 | (299,528) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (16,000) | (16,000) | |||
Issuance of common stock upon offering (in shares) | 1,110,000 | ||||
Issuance of common stock upon offering | 2,890 | $ 0 | 2,890 | ||
Issuance of common stock upon conversion of convertible notes, shares | 367,317 | ||||
Issuance of common stock upon conversion of debt | 1,060 | 1,060 | |||
Exercise and vesting of stock options (in shares) | 35,854 | ||||
Stock-based compensation | 59 | 59 | |||
Issuance of common stock through employee stock purchase plan, value | 2,054 | 2,054 | |||
Other comprehensive income | (108) | (108) | |||
Ending balance (in shares) at Sep. 30, 2020 | 46,664,503 | ||||
Ending balance at Sep. 30, 2020 | 14,336 | $ 5 | 329,803 | 56 | (315,528) |
Beginning balance (in shares) at Jun. 30, 2020 | 45,151,332 | ||||
Beginning balance at Jun. 30, 2020 | $ 24,381 | $ 5 | 323,740 | 164 | (299,528) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon conversion of convertible notes, shares | 2,736,591 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 59,611,202 | ||||
Ending balance at Dec. 31, 2020 | $ 33,761 | $ 6 | 371,134 | 6 | (337,385) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (18,411) | (18,411) | |||
Issuance of common stock upon offering (in shares) | 6,553,398 | ||||
Issuance of common stock upon offering | 26,925 | $ 1 | 26,924 | ||
Exercise and vesting of stock options (in shares) | 20,213 | ||||
Exercise and vesting of stock options | 32 | 32 | |||
Vesting of restricted stock units and related repurchases (in shares) | 148,643 | ||||
Vesting of restricted stock units and related repurchases | (365) | (365) | |||
Stock-based compensation | 2,461 | 2,461 | |||
Other comprehensive income | (16) | (16) | |||
Ending balance (in shares) at Mar. 31, 2021 | 66,333,456 | ||||
Ending balance at Mar. 31, 2021 | 44,387 | $ 7 | 400,186 | (10) | (355,796) |
Beginning balance (in shares) at Dec. 31, 2020 | 59,611,202 | ||||
Beginning balance at Dec. 31, 2020 | 33,761 | $ 6 | 371,134 | 6 | (337,385) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (71,935) | ||||
Issuance of common stock upon conversion of debt | 0 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 66,497,895 | ||||
Ending balance at Sep. 30, 2021 | (2,461) | $ 7 | 406,878 | (26) | (409,320) |
Beginning balance (in shares) at Mar. 31, 2021 | 66,333,456 | ||||
Beginning balance at Mar. 31, 2021 | 44,387 | $ 7 | 400,186 | (10) | (355,796) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (27,515) | (27,515) | |||
Exercise and vesting of stock options (in shares) | 55,818 | ||||
Exercise and vesting of stock options | 140 | 140 | |||
Stock-based compensation | 2,512 | 2,512 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 108,096 | ||||
Issuance of common stock through employee stock purchase plan, value | 374 | 374 | |||
Other comprehensive income | (10) | (10) | |||
Ending balance (in shares) at Jun. 30, 2021 | 66,497,370 | ||||
Ending balance at Jun. 30, 2021 | 19,888 | $ 7 | 403,212 | (20) | (383,311) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (26,009) | (26,009) | |||
Exercise and vesting of stock options (in shares) | 525 | ||||
Exercise and vesting of stock options | 1 | 1 | |||
Stock-based compensation | 3,665 | 3,665 | |||
Other comprehensive income | (6) | (6) | |||
Ending balance (in shares) at Sep. 30, 2021 | 66,497,895 | ||||
Ending balance at Sep. 30, 2021 | $ (2,461) | $ 7 | $ 406,878 | $ (26) | $ (409,320) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (71,935) | $ (69,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 980 | 1,021 |
Amortization of investments | 353 | (53) |
Amortization of debt issuance costs | 727 | 707 |
Stock-based compensation | 8,638 | 6,133 |
Loss on extinguishment of debt | 0 | 443 |
Change in fair value of warrants | (91) | 64 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (6,686) | (7,235) |
Prepaid expenses and other current assets | (386) | 1,179 |
Inventory | (5,144) | (3,457) |
Accounts payable | 1,173 | (909) |
Other accrued liabilities | 4,650 | (6,485) |
Accrued trade discounts and rebates | 798 | 4,383 |
Accrued returns reserve | 272 | 1,214 |
Other | 62 | 2,589 |
Net cash used in operating activities | (66,589) | (69,689) |
Cash flows from investing activities: | ||
Capital expenditures | (954) | (152) |
Purchases of investments | (30,784) | (91,408) |
Sales and maturities of investments | 93,100 | 56,906 |
Net cash provided by (used in) investing activities | 61,362 | (34,654) |
Cash flows from financing activities: | ||
Proceeds from equity offerings | 27,000 | 65,891 |
Payments of equity offering costs | (54) | (4,292) |
Proceeds from issuance of debt | 0 | 91,339 |
Payments of debt | 0 | (25,089) |
Payments of debt issuance costs | 0 | (5,546) |
Proceeds from employee stock purchase plan | 374 | 385 |
Proceeds from exercise of stock awards | 167 | 113 |
Repurchase of common stock withheld for taxes | (365) | (63) |
Net cash provided by financing activities | 27,122 | 122,738 |
Effect of exchange rate changes on cash and cash equivalents | (1) | (28) |
Increase in cash and cash equivalents | 21,894 | 18,367 |
Cash and cash equivalents, beginning of period | 37,598 | 19,519 |
Cash and cash equivalents, end of period | 59,492 | 37,886 |
Supplemental schedule of cash flow information: | ||
Cash paid for interest | 5,350 | 3,677 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued debt issuance costs | 0 | 299 |
Accrued equity offering costs | $ 3 | $ 38 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Nature of business As used herein, the “Company” or "Xeris" refers to Xeris Pharmaceuticals, Inc. ("Xeris Pharma") when referring to periods prior to the acquisition of Strongbridge Biopharma plc, an Irish public limited company (“Strongbridge”) (discussed below) on October 5, 2021 and to Xeris Biopharma Holdings, Inc. when referring to periods on or subsequent to October 5, 2021. As a result, Xeris Pharma became the predecessor to Xeris Biopharma Holdings, Inc. upon completion of the Merger (as described below) on October 5, 2021. The financial statements of Xeris Pharma for periods ended September 30, 2021 are considered to be the financial statements of Xeris Biopharma Holdings, Inc. as this periodic report is being filed subsequent to October 5, 2021. Xeris Pharma was a specialty pharmaceutical company that was incorporated in Delaware in 2005. Xeris was dedicated to the development of ready-to-use, room-temperature stable injectable and infusible drug formulations that offer distinct advantages over conventional product formulations, are intended to be easier to use by patients, caregivers and health practitioners, and help reduce costs for payors and the healthcare system. Through the acquisition of Strongbridge in October 2021 (discussed below), Xeris expanded its business to the development and commercialization of therapies for rare diseases with significant unmet needs and became a biopharmaceutical company developing and commercializing unique therapies for patient populations in endocrinology, neurology and gastroenterology. Since the inception of Xeris, the Company has devoted the majority of its resources to conducting research and development, including preclinical studies of its product candidates and clinical trials of its most advanced product candidates, organizing and staffing the Company, raising capital and commercializing its first product, Gvoke®, which was approved by the FDA in September 2019. Gvoke delivers ready-to-use glucagon via a commercially available pre-filled syringe or auto-injector for the treatment of severe hypoglycemia, a potentially life-threatening condition. The Company commercially launched Gvoke pre-filled syringe ("Gvoke PFS") in November 2019 and auto-injector ("Gvoke HypoPen®") in July 2020. On May 24, 2021, the Company issued an announcement pursuant to Rule 2.5 of the Irish Takeover Panel Act 1997 (as amended), Takeover Rules, 2013, disclosing that the boards of directors of the Company and Strongbridge (with the exception of Jeffrey W. Sherman, M.D., a director in common to both companies, who abstained from the voting), had reached agreement on the terms of a recommended acquisition of Strongbridge by the Company (the “Acquisition”). The Company, Strongbridge, Xeris Biopharma Holdings, Inc. ("HoldCo") and Wells MergerSub, Inc., a Delaware corporation (“MergerSub”), entered into a Transaction Agreement, dated as of May 24, 2021 (the “Transaction Agreement”). On October 5, 2021 (the "acquisition closing date"), pursuant to the Transaction Agreement, the Company completed its acquisition of Strongbridge. Upon completion of the Acquisition, (a) the Company acquired Strongbridge by means of a scheme of arrangement (the “Scheme”) under Irish law pursuant to which HoldCo acquired all of the outstanding ordinary shares of Strongbridge (“Strongbridge Shares”) in exchange for (i) 0.7840 of a share of HoldCo’s common stock (“HoldCo Shares”) and cash in lieu of fractions of HoldCo Shares in exchange for each Strongbridge Share held by such Strongbridge Shareholders and (ii) one (1) non-tradeable contingent value right (“CVR”), worth up to a maximum of $1.00 per Strongbridge Share settleable in cash, additional HoldCo Shares, or a combination of cash and additional HoldCo Shares, at HoldCo’s sole election and (b) MergerSub merged with and into Xeris Pharma, with Xeris Pharma, as the surviving corporation in the merger (the “Merger,” and the Merger together with the Acquisition, the “Transactions”). Upon completion of the Merger, (a) each share of Xeris Pharma common stock was assumed by HoldCo and converted into the right to receive one HoldCo Share and any cash in lieu of fractional entitlements due to a Xeris Pharma shareholder and (b) each Xeris Pharma option, stock appreciation right, restricted share award and other Xeris Pharma share based award that was outstanding was assumed by HoldCo and converted into an equivalent equity award of HoldCo, which award was subject to the same number of shares and the same terms and conditions as were applicable to the Xeris Pharma award in respect of which it was issued. At the effective time of the Scheme, Strongbridge’s outstanding equity awards will be treated as set forth in the Transaction Agreement, such that (i) each Strongbridge Share Award will be vested and settled for Strongbridge Shares immediately prior to the effective time of the Scheme (or such earlier time as Strongbridge considers administratively practical), (ii) each Strongbridge Option shall become fully vested and exercisable immediately prior to the effective time of the Scheme, (iii) each unexercised Strongbridge Option will be assumed by HoldCo and converted into an option to purchase HoldCo Shares (each, a “Strongbridge Rollover Option”), with the exercise price per HoldCo Share and the number of HoldCo Shares underlying the Strongbridge Rollover Option adjusted to reflect the conversion from Strongbridge Shares into HoldCo Shares, provided that each Strongbridge Rollover Option will continue to have, and be subject to, the same terms and conditions that applied to the corresponding Strongbridge Rollover Option (except for terms rendered inoperative by reason of the Acquisition or for immaterial administrative or ministerial changes that are not adverse to any holder other than in any de minimis respect), provided that the terms of each Strongbridge Rollover Option with an exercise price of $4.50 or less (prior to the adjustment described above) shall be amended to provide that it shall remain exercisable for a period of time following the effective time of the Scheme equal to the lesser of (A) the maximum remaining term of such corresponding Strongbridge Option and (B) the fourth anniversary of the effective date of the Merger, in each case regardless of whether the holder of such Strongbridge Rollover Option experiences a termination of employment or service on or following the effective time of the Scheme and (iv) HoldCo shall issue to each holder of a Strongbridge Rollover Option one CVR with respect to each Strongbridge Share subject to the applicable Strongbridge Option, provided that in no event shall such holder be entitled to any payments with respect to such CVR unless the corresponding Strongbridge Option has been exercised on or prior to any such payment. Additionally, on completion of the Acquisition, (a) each outstanding and unexercised Strongbridge warrant (except private placement warrants) was assumed by HoldCo such that, upon exercise, the applicable holders will have the right to have delivered to them the reference property (as such term is defined in the Strongbridge assumed warrants) and (b) each outstanding and unexercised Strongbridge private placement warrant was assumed by HoldCo such that the applicable holders will have the right to subscribe for HoldCo Shares, in accordance with certain terms of the Strongbridge private placement warrants. Immediately following the Transactions, both Xeris Pharma and Strongbridge became wholly owned subsidiaries of HoldCo. The common stock of Xeris Pharma and the ordinary shares of Strongbridge were de-registered after completion of the Transactions. On October 6, 2021, HoldCo’s common stock, par value $0.0001 per share, commenced trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “XERS”. See “Note 3 – Acquisition” for a more detailed description of the Acquisition. Strongbridge was a global, commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs. The Acquisition has added Keveyis® (dichlorphenamide) to the Company's commercial product portfolio. Keveyis is the first and only treatment approved by the U.S. Food and Drug Administration (the “FDA”) for hyperkalemic, hypokalemic, and related variants of primary periodic paralysis ("PPP"), a group of rare hereditary disorders that cause episodes of muscle weakness or paralysis. In addition, the Company has added a clinical-stage product candidate for rare endocrine diseases, Recorlev®. Recorlev (levoketoconazole), the pure 2S,4R enantiomer of the enantiomeric pair comprising ketoconazole, is a next-generation steroidogenesis inhibitor being investigated as a chronic therapy for adults with endogenous Cushing’s syndrome. Veldoreotide is a next-generation somatostatin analog which was acquired as part of the Acquisition that has potential application in conditions amenable to somatostatin receptor activation. Levoketoconazole has received orphan designation from the FDA and the European Medicines Agency. On May 12, 2021, Strongbridge received the official Day 74 letter from the FDA for Recorlev. Within the Day 74 letter, the FDA set a Prescription Drug User Fee Act (PDUFA) target action date of January 1, 2022, which reflects a projected 10-month standard review period. Liquidity and capital resources The Company has incurred operating losses since inception and has an accumulated deficit of $409.3 million as of September 30, 2021. The Company expects to continue to incur net losses for at least the next 12 months. Based on the Company’s current operating plans and existing working capital at September 30, 2021, the Company believes its cash resources are sufficient to sustain operations and capital expenditure requirements for at least the next 12 months. If needed, the Company may elect to finance its operations through equity or debt financing along with revenues. Basis of presentation The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, such financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position and its results of operations and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results that may be expected for any future period. The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K filed with the SEC on March 9, 2021. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Basis of consolidation These condensed consolidated financial statements include the financial statements of Xeris Pharmaceuticals, Inc. and its subsidiary, Xeris Pharmaceuticals Australia Pty Ltd. All intercompany transactions have been eliminated. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Net sale s The Company commercially launched Gvoke PFS and Gvoke HypoPen for the treatment of severe hypoglycemia in people with diabetes in November 2019 and July 2020, respectively. Total net sales of Gvoke were $11.0 million and $9.4 million for the three months ended September 30, 2021 and 2020, respectively, and $27.9 million and $13.1 million for the nine months ended September 30, 2021 and 2020, respectively. Net sales represent gross product sales less estimated allowances for patient copay assistance programs, prompt payment discounts, payor rebates, chargebacks, service fees, and product returns, all of which are recorded at the time of sale to the pharmaceutical wholesaler or other customer. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company makes adjustments to these allowances in the period in which the actual results or updates to estimates become known. Refer to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion of the Company's accounting policies. New accounting pronouncements Recently issued accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This standard addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effects, if any, of the adoption of ASU 2021-04 guidance on its financial statements and disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This standard eliminates certain accounting models to simplify the accounting for convertible instruments, expands the disclosure requirements related to the terms and features of convertible instruments, and amends the guidance for the derivatives scope exception for contracts settled in an entity’s own equity. This standard enhances the consistency of earnings-per-share ("EPS") calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted EPS calculations and disclosures. This standard will be effective for the Company for annual and interim periods beginning after December 15, 2023. Early adoption is permitted but not earlier than periods beginning after December 15, 2020. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This standard provides optional expedients for application of GAAP, if certain criteria are met, to contracts and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or other reference rates that are expected to be discontinued because of reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01 to expand and clarify the scope of Topic 848 to include derivative instruments on discounting transactions. Both ASU 2020-04 and ASU 2021-01 are currently effective prospectively for all entities through December 31, 2022 when the reference rate replacement activity is expected to have been completed. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. The Company does not currently expect the adoption of this new standard to have a material impact on its financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard eliminates certain exceptions in the current guidance related to the approach for intra-period tax allocation and the methodology for calculating income taxes in an interim period and amends other aspects of the guidance to help clarify and simplify U.S. GAAP. This standard will be effective for the Company for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not currently expect the adoption of this new standard to have a material impact on its financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as further updated by ASU 2018-19, 2019-04, 2019-05, 2019-10 and 2020-03. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, the standard will require allowances to be recorded instead of reducing the amortized cost of the investment. This standard limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. This standard will be effective for the Company for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases will be classified as either operating or finance leases under the new guidance. Operating leases will result in straight-line expense in the income statement, similar to current operating leases, and finance leases will result in more expense being recognized in the earlier years of the lease term, similar to current capital leases. The FASB has recently extended the effective date of this standard for certain companies. This standard will be effective for the Company for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this new standard will have on the financial statements and related disclosures; however, since the Company is a lessee to certain leases for property whose terms exceed twelve months, it expects, once adopted, to report assets and liabilities related to these leases on its balance sheet. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition As disclosed in Note 1, on October 5, 2021, pursuant to the Transaction Agreement, the Company completed its acquisition of Strongbridge. The Acquisition will be accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, “Business Combinations.” As the Acquisition was not consummated until October 5, 2021, the Acquisition is not reflected in the Company’s balance sheet as of September 30, 2021 and the operating results of Strongbridge are not reflected in the Company’s statement of operations for the three and nine months ended September 30, 2021. The Acquisition will diversify and increase the Company’s revenue base into the specialized commercial platforms and expand its development pipeline. Additionally, the Company expects to achieve significant synergies by eliminating redundant processes and headcount, most notably within the commercial, executive and general and administrative functions. Acquisition consideration The acquisition-date fair value of the consideration transferred totaled $169.1 million, which consisted of the following: Fair value of consideration transferred (in thousands, except share number) Xeris Biopharma Holdings, Inc. common shares (58,082,606 shares) $ 137,655 Unexercised Strongbridge options assumed by Xeris Pharma and converted into options to purchase HoldCo shares 6,404 Strongbridge warrants 2,467 Contingent consideration (Contingent value rights) 22,531 Total consideration $ 169,057 The Company’s acquisition accounting is primarily pending final valuation and potential CVR fair value adjustments to the consideration. The fair value of the common stock issued was determined based on the closing market price of shares of the Company’s common stock on the acquisition date. Upon completion of the Acquisition, each outstanding and unexercised Strongbridge warrant (except private placement warrants) was assumed by HoldCo such that, upon exercise, the applicable holders will have the right to have delivered to them the reference property (as such term is defined in the Strongbridge assumed warrants). The fair value of the assumed warrants was determined using the Black-Scholes valuation model which considers the expected terms of the assumed warrants from the acquisition closing date as well as the risk-free interest rate and expected volatility of both Xeris Pharma and Strongbridge's common stock. Each outstanding and unexercised Strongbridge private placement warrant was assumed by HoldCo such that the applicable holders will have the right to subscribe for HoldCo Shares, in accordance with certain terms of the Strongbridge private placement warrants. The fair value of the private placement warrants was determined using the Black-Scholes valuation model which considers the expected terms of the private placement warrants from the acquisition closing date as well as the risk-free interest rate, current exercise price of $2.50 multiplied by (the average of Xeris Pharma closing prices for the 20-day period ending three three The CVRs represent contingent additional consideration of up to $1.00 for each CVR, payable to CVR holders, to satisfy future performance milestones, settleable in cash, common stock, or a combination of cash and common stock, at the Company's sole election. The CVRs are conditioned upon the achievement of the following: • Keveyis Milestone: $0.25 per CVR, upon the earlier of the first listing of any patent in the FDA's Orange Book for Keveyis by the end of 2023 or the first achievement of at least $40 million in net sales of Keveyis in 2023; • 2023 Recorlev Milestone: $0.25 per CVR, upon the first achievement of at least $40 million in net sales of Recorlev in 2023; and • 2024 Recorlev Milestone: $0.50 per CVR, upon the first achievement of at least $80 million in net sales of Recorlev in 2024. The fair value of the CVRs was calculated by using a discounted cash flow method for the Keveyis patent milestone and an option pricing method for the Recorlev and Keveyis sales milestones. In the case of Keveyis milestones, the Company applied a scenario-based method and weighted them based on the possible achievement of each milestone. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions used include the discount rate. The estimated value of the CVR consideration is preliminary only and is based upon available information and certain assumptions which Xeris management believes are reasonable under the circumstances. The ultimate payout under the CVRs may differ materially from the assumptions used in determining the fair value of the CVR consideration. As of the acquisition closing date, there were approximately 74.1 million CVRs. There will be additional issuance of up to 10.5 million CVRs to holders of Strongbridge rollover options and assumed warrants upon exercise. Preliminary purchase price allocation In accordance with ASC 805, Xeris Pharma was determined to be the accounting acquirer in the Acquisition. The Company has applied the acquisition method of accounting that requires, among other things, that identifiable assets acquired and liabilities assumed generally be recognized on the balance sheet at fair value as of the acquisition date. In determining the fair value, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to future net cash flows (including revenue, operating expenses, and working capital), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data (supplemented by current and anticipated market conditions), trends and growth rates. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of finalizing the valuations of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill may be subject to change. (in thousands) Cash and cash equivalents $ 38,469 Trade accounts receivable 4,344 Inventory 1,862 Prepaid expenses and other current assets 4,683 Property and equipment 161 IPR&D 121,000 Other intangible assets 11,000 Other assets 860 Total identifiable assets acquired 182,379 Accounts payable (279) Other accrued liabilities (13,521) Accrued trade discounts and rebates (4,844) Supply agreement liability (12,000) Other liabilities (413) Total liabilities assumed (31,057) Net identifiable assets acquired 151,322 Goodwill 17,735 Net assets acquired $ 169,057 The following is a description of the methods used to determine the fair values of significant assets and liabilities. In-process research and development ("IPR&D") and other intangible assets The IPR&D intangible asset represents the recording of the acquired IPR&D indefinite-lived intangible asset related to Recorlev. The other intangible asset represents the marketed product in the form of Keveyis. The fair value for the IPR&D and other intangible assets were based on assumptions developed by management and other information compiled by management including, but not limited to, discounted future expected cash flows. The fair value of intangibles relies heavily on projected future net cash flows including, but not limited to, key assumptions for revenue and operating expenses. The discount rates used for intangible assets are based on current market rates and reflect the risk inherent in each cash flow stream. The estimated useful life of the intangible asset of Keveyis is five years which reflects the time period in which the Company expects to receive the benefits of the related cash flows. Goodwill The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed was recognized as goodwill. The goodwill is generated from operational synergies and cost savings the Company expects to achieve from the combined operations and Strongbridge’s knowledgeable and experienced workforce. The majority of the goodwill is not expected to be deductible for tax purposes. Transaction costs In connection with the Transactions, the Company incurred significant expenses in the second and third quarter of 2021 such as transaction costs (e.g. bankers fees, legal fees, consultant fees, etc.). Total transaction costs recorded in the selling, general and administrative expenses totaled $2.3 million and $6.2 million for the three and nine months ended September 30, 2021, respectively . Supplemental pro forma information The following unaudited supplemental pro forma financial information assumes the companies were combined as of January 1, 2020. The pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had taken place on January 1, 2020, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if Strongbridge had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2020 (unaudited, in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenue $ 22,556 $ 17,519 $ 58,081 $ 35,768 Net loss attributable to Xeris Biopharma Holdings Inc. $ (23,965) $ (17,931) $ (82,183) $ (99,630) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Xeris to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2020. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies. There is no tax impact of the pro forma adjustments reflected as both companies are, and have been for some time, in net operating loss positions and have full valuation allowances against their net deferred tax assets on both a historical and a pro forma basis. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventories consisted of the following (in thousands): September 30, 2021 December 31, 2020 Raw materials $ 5,184 $ 2,874 Work in process 5,943 4,247 Finished goods 3,114 1,232 Inventory $ 14,241 $ 8,353 Inventory reserves were $2.4 million and $2.2 million at September 30, 2021 and December 31, 2020, respectively. |
Other accrued liabilities
Other accrued liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other accrued liabilities | Other accrued liabilities Other accrued liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued employee costs $ 11,467 $ 7,989 Accrued supply chain costs 615 1,702 Accrued marketing and selling costs 1,077 1,114 Accrued research and development costs 2,042 678 Accrued restructuring charges 10 811 Accrued interest expense 813 1,527 Accrued Strongbridge transaction costs 2,668 — Accrued other costs 4,265 2,074 Other accrued liabilities $ 22,957 $ 15,895 |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Convertible Senior Notes In June 2020, the Company completed a public offering of $86.3 million aggregate principal amount of the Company's 5.00% Convertible Senior Notes due 2025 (the "Convertible Notes"), including $11.3 million pursuant to the underwriters' option to purchase additional notes which was exercised in full in July 2020. The Company incurred debt issuance costs of $5.1 million in connection with the issuance of the Convertible Notes. The Company used $20.0 million and $4.2 million of the net proceeds from the sale to prepay a portion of the principal amount on the Term A Loan (as defined below) and the remaining amount of borrowings outstanding under the PPP Loan (as defined below), respectively. The Convertible Notes are governed by the terms of a base indenture for senior debt securities dated June 30, 2020 (the “Base Indenture”), as supplemented by the first supplemental indenture thereto dated June 30, 2020 and the second supplemental indenture thereto dated October 5, 2021 ("the Supplemental Indentures" and together with the Base Indenture, the "Indenture"), each between the Company and U.S. Bank National Association, as trustee. The Convertible Notes bear cash interest at the rate of 5.00% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021, to holders of record at the close of business on the preceding January 1 and July 1, respectively. The Convertible Notes will mature on July 15, 2025, unless earlier converted or redeemed or repurchased by the Company. At any time before the close of business on the second scheduled trading day immediately before the maturity date, holders of Convertible Notes may convert their Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The conversion rate for the Convertible Notes will initially be 326.7974 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $3.06 per share of common stock, and is subject to adjustment under the terms of the Convertible Notes. In the event of certain circumstances, the Company will increase the conversion rate, provided that the conversion rate will not exceed 367.6470 shares of the Company's common stock per $1,000 principal amount of Convertible Notes. In the second half of 2020, $8.4 million in principal amount of Convertible Notes were converted into 2,736,591 shares of the Company’s common stock at the conversion rate of 326.7974 shares per $1,000 principal amount of Convertible Notes. Additionally, in the fourth quarter of 2020, the Company entered into separate, privately negotiated exchange agreements with certain holders of Convertible Notes to exchange $30.7 million in principal amount of Convertible Notes for 10,435,200 shares of the Company’s common stock. The Company recognized a $2.6 million loss related to the convertible note exchange transactions. The Convertible Notes are senior, unsecured obligations and are equal in right of payment with the Company's existing and future senior, unsecured indebtedness, senior in right of payment to its future indebtedness, if any, that is expressly subordinated to the Convertible Notes, and effectively subordinated to its existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness. The Convertible Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of its subsidiaries. As a result of the Transactions, and pursuant to the Second Supplemental Indenture, the Convertible Notes are no longer convertible into shares of common stock of Xeris Pharma common stock. Instead, subject to the terms and conditions of the Indenture, the Convertible Notes will be exchangeable into cash and shares of common stock of HoldCo in proportion to the transaction consideration payable pursuant to the Transaction Agreement, and the “Reference Property” provisions in the Indenture. Pursuant to the Second Supplemental Indenture, HoldCo agreed to guarantee (a) the full and punctual payment when due of all monetary obligations of Xeris Pharma under the Indenture and (b) the full and punctual performance within applicable grace periods of all other obligations of Xeris Pharma under the Indenture. Senior Secured Loan Facility In February 2018, the Company entered into the Loan and Security Agreement, dated as of February 28, 2018 (as amended, the “Original Loan Agreement”), with Oxford Finance LLC (“Oxford”), as the collateral agent (in such capacity, the “Collateral Agent”) and a lender, and Silicon Valley Bank, as a lender (“SVB”, and together with Oxford, the “Lenders”), which provided for a senior secured loan facility of up to an aggregate principal amount of $45.0 million. The first tranche of $20.0 million was drawn down in February 2018 (the "2018 Term A Loan"). The second tranche of $15.0 million was drawn down in September 2018 (the "2018 Term B Loan"). The Company also issued warrants to the Lenders to purchase common stock, which is further discussed in Note 8, "Warrants." In September 2019, the Company entered into an Amended and Restated Loan and Security Agreement (the "Loan Agreement") with the Lenders which amended and restated the Original Loan Agreement in its entirety. The Loan Agreement provided for the Lenders to extend up to $85.0 million in term loans to the Company in three tranches. The initial tranche of $60.0 million (the “Term A Loan”) was drawn down in September 2019. Additional tranches of $15.0 million (the "Term B Loan") and $10.0 million (the “Term C Loan”) were contingent on achievement of certain revenue targets which were not achieved. In conjunction with the execution of the Loan Agreement, the 2018 Term A Loan and 2018 Term B Loan were repaid and the final payment fee of $2.3 million was paid. Effective April 21, 2020, the Company entered into that certain First Amendment to Amended and Restated Loan and Security Agreement with the Lenders (the “First Amendment”) to amend the Loan Agreement to allow the Company to incur indebtedness under the U.S. Small Business Administration (the “SBA”) the Paycheck Protection Program enabled by the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) in the amount of $5.1 million (the “PPP Loan”). On June 30, 2020, the Company entered into that certain Second Amendment to Amended and Restated Loan and Security Agreement with the Lenders (the "Second Amendment") to amend the Loan Agreement to provide for the Lenders’ consent to and allow for the Company's underwritten public offering of the Company's 5.00% Convertible Senior Notes due 2025 and permit the Company to prepay its PPP Loan in full. The Second Amendment also provided for the extension of the interest-only payment period through December 31, 2021, after which the term loans would be payable in 30 equal monthly installments. However, if the Company achieved a certain revenue milestone prior to January 1, 2022, then the period for interest-only payments would be extended through September 30, 2022, after which the term loans would be payable in 21 equal monthly installments. In addition the Second Amendment further provided for an extension of the maturity date from June 1, 2023 to June 1, 2024. After repayment, no loans may be re-borrowed. Pursuant to the Second Amendment, the Company prepaid a portion of the Term A Loan equal to the sum of (i) $20.0 million, plus all accrued and unpaid interest as of the date of the Second Amendment, (ii) the applicable final payment fee of $0.6 million, (iii) the applicable prepayment fee of $0.3 million and (iv) all outstanding Lenders’ expenses as of the date of the Second Amendment. Additionally, the Company is required to maintain a minimum balance of $5.0 million in unrestricted cash at SVB at all times and to pay an amendment fee of up to $0.1 million at the earliest to occur of the maturity date, acceleration of any term loan, or prepayment of any term loan amount. On August 5, 2020, the Company entered into that certain Third Amendment to Amended and Restated Loan and Security Agreement with the Lenders (the “Third Amendment) to amend the Loan Agreement to (i) amend the definition of “Permitted Indebtedness” to include a new standby letter of credit in an amount not to exceed $0.4 million issued to the landlord for the Company’s new leased laboratory space and (ii) permit the sale of certain equipment related to the relocation of the Company’s research and development laboratory from San Diego to Chicago. On October 23, 2020, the Company entered into that certain Fourth Amendment to Amended and Restated Loan and Security Agreement with the Lenders (the "Fourth Amendment") to amend the Loan Agreement to provide an additional tranche of $3.5 million (the “Term D Loan”, and, together with the Term A Loan, Term B Loan, and Term C Loan, the "Term Loan"), available upon execution. The Term D Loan of $3.5 million was drawn in November 2020 and will be payable under the same payment terms as the term loans. After repayment, the loan may not be re-borrowed. On May 3, 2021, the Company entered into that certain Fifth Amendment to Amended and Restated Loan and Security Agreement with the Lenders (the “Fifth Amendment”) to amend the Loan Agreement. The Fifth Amendment provides that if the Company achieves a certain revenue milestone prior to November 30, 2021, then the period for interest-only payments is extended six months to July 2022 and the Term Loan will be payable in 24 equal monthly installments. If the Company achieves another revenue milestone prior to May 31, 2022, the period for interest-only payments is further extended three months, to October 2022 and the Term Loan will be payable in 21 equal monthly installments. If the Company achieves a third revenue milestone by August 31, 2022, the period for interest-only payments is further extended three months, to January 2023 and the Term Loan will be payable in 18 equal monthly installments. On May 24, 2021, the Company entered into that certain Consent Under Amended and Restated Loan and Security Agreement (the “Consent”) with the Lenders to permit the Company to execute, deliver and perform (a) the Transaction Agreement with Strongbridge and (b) that certain Expenses Reimbursement Agreement dated as of May 24, 2021 by and between the Company and Strongbridge pursuant to which the Company and Strongbridge have agreed to certain reimbursement obligations related to the transactions contemplated by the Transaction Agreement. In connection with the completion of the Transactions, on October 5, 2021, HoldCo entered into that certain Joinder and Sixth Amendment to Amended and Restated Loan and Security Agreement (the “Sixth Amendment”) with Xeris Pharma, the Lenders and Strongbridge US, Inc. (“Strongbridge US”) (each of Strongbridge US and HoldCo, a “New Borrower”) to amend the Loan Agreement. The Sixth Amendment adds the New Borrowers as borrowers under the Loan Agreement and provides for the grant by the New Borrowers to the Collateral Agent, for the ratable benefits of the Lenders, a first priority security interest on substantially all of their assets, including intellectual property, subject to certain exceptions. The Sixth Amendment also updates certain negative covenants and definitions to among, other things, permit certain intercompany arrangements and restructuring activities, as well as modifies the revenue milestones to address both Gvoke and non-Gvoke revenues. The Company currently expects to achieve each revenue milestone and has therefore classified the amounts due under the Loan Agreement (as amended by that certain First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Consent and Sixth Amendment, the “Amended Loan Agreement") as non-current on its balance sheet as of September 30, 2021. All of the loans incur interest at a floating per annum rate in an amount equal to the sum of 6.25% plus the greater of (a) 2.43% and (b) the thirty-day U.S. Dollar LIBOR rate (or, the LIBOR replacement rate as applicable). For the period from the funding date of the Term A Loan through and including September 30, 2021, the interest rate was 8.68%. The Company has incurred total debt issuance costs of $2.0 million related to the Original Loan Agreement and the Amended Loan Agreement, which are being amortized to interest expense over the life of the loan using the effective interest method. The remaining balance of unamortized debt issuance costs have been reflected as a direct reduction to the loan balance. The Amended Loan Agreement allows the Company to voluntarily prepay the outstanding amounts thereunder, but not less than $2.0 million of the outstanding principal at any time. The Company is subject to a prepayment fee equal to 1.50% of the principal amount being prepaid. Also, a final payment fee of 3.0% multiplied by the amount to be repaid is due upon the earliest to occur of the maturity date of the Amended Loan Agreement, the acceleration of the amounts outstanding under the Amended Loan Agreement or prepayment of such borrowings and is recorded in other liabilities on the condensed consolidated balance sheets. The Amended Loan Agreement contains customary representations and warranties, events of default (including an event of default upon a material adverse change of the Company) and affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to incur additional indebtedness, grant liens, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions. The components of debt are as follows (in thousands): September 30, 2021 December 31, 2020 Convertible Notes $ 47,175 $ 47,175 Senior secured loan facility 43,500 43,500 Less: unamortized debt issuance costs (2,962) (3,654) Long-term debt, net of unamortized debt issuance costs $ 87,713 $ 87,021 The following table sets forth the Company’s future minimum principal payments on the senior secured loan facility (which reflect the Fifth Amendment) and the Convertible Notes (in thousands): 2021 $ — 2022 — 2023 29,000 2024 14,500 2025 47,175 $ 90,675 |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders' equity The Company’s authorized shares of stock of 160.0 million are divided into 150.0 million shares of common stock, par value $0.0001 per share, and 10.0 million shares of preferred stock, par value $0.0001 per share. At September 30, 2021 none of the 10.0 million shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. The Company’s board of directors has the authority, without action by the Company’s stockholders, to designate and issue the preferred stock in one or more series and to designate the rights, preferences, limitations and privileges of each series of preferred stock, which may be greater than the rights of the Company’s common stock. The Company has not paid any cash dividends on its common stock during the periods presented. In February 2020, the Company completed an equity offering of its common stock pursuant to a shelf registration statement on Form S-3, which was filed on August 6, 2019 and declared effective by the SEC on August 21, 2019. The Company sold an aggregate of 10,299,769 shares of common stock at a price of $4.15 per share, including 1,299,769 shares pursuant to the underwriters’ option to purchase additional shares of common stock. Net proceeds from the equity offering were approximately $39.9 million after deducting underwriting discounts and commissions as well as other public offering expenses. In June 2020, the Company completed an equity offering of its common stock pursuant to the Shelf. The Company sold an aggregate of 8,510,000 shares of common stock at a price of $2.72 per share, including 1,110,000 shares pursuant to the underwriters' option to purchase additional shares which was fully exercised in July 2020. Net proceeds from the equity offering were approximately $21.6 million after deducting underwriting discounts and commissions as well as other public offering expenses. In the second half of 2020, $8.4 million in principal amount of Convertible Notes were converted into 2,736,591 shares of the Company’s common stock at the conversion rate of 326.7974 shares per $1,000 principal amount of Convertible Notes. Additionally, in the fourth quarter of 2020, the Company entered into separate, privately negotiated exchange agreements with certain holders of Convertible Notes to exchange $30.7 million in principal amount of Convertible Notes for 10,435,200 shares of the Company’s common stock. The Company recognized a $2.6 million loss related to the convertible note exchange transactions. In March 2021, the Company completed a registered direct offering of 6,553,398 shares of its common stock at a price of $4.12 per share. Net proceeds from the equity offering were approximately $26.9 million after deducting offering expenses. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants In 2014, the Company issued 19,931 warrants (the “2014 Warrants”) to certain investors. The 2014 Warrants allow each holder to purchase one share of common stock for $5.912. Of the 2014 Warrants, 18,512 warrants were exercised and 1,419 warrants expired. There are no 2014 Warrants outstanding as of September 30, 2021. As part of the Original Loan Agreement discussed in Note 6, "Long-term Debt," the Lenders received warrants concurrent with the borrowing. The warrants represent a right for the lender to purchase shares of the Company’s common stock at an exercise price of $11.169 per share. The Company issued 53,720 warrants (the "2018 Term A Warrants") upon the drawdown of the 2018 Term A Loan in February 2018, and the Company issued 40,292 warrants (the "2018 Term B Warrants") upon the drawdown of the 2018 Term B Loan in September 2018. There have been no exercises of 2018 Term A Warrants or 2018 Term B Warrants. In connection with the Transactions and the Sixth Amendment, HoldCo assumed each outstanding warrant (the “Existing Warrants”) issued to a Lender by Xeris Pharma. On October 20, 2021, the Company entered into Amended and Restated Warrant to Purchase Stock agreements with each Lender amending, restating and replacing each Existing Warrant to reflect the assumption of the warrants by the Company and make certain other administrative updates. Because the warrants are a freestanding instrument, indexed to the Company's stock, they do not meet the criteria for equity classification. Therefore, the warrants are classified as liabilities and subject to remeasurement at each reporting period until they are exercised, expired, or otherwise settled. The Company recognized gains of $46,000 and $35,000 upon the change in fair value of the 2018 Term A Warrants and the 2018 Term B Warrants, respectively, during the three months ended September 30, 2021. The Company recognized gains (losses) of $1,000, $(92,000) and $(69,000) upon the change in fair value of the 2014 Warrants, the 2018 Term A Warrants and the 2018 Term B Warrants, respectively, during the three months ended September 30, 2020. The Company recognized gains of $53,000 and $38,000 upon the change in fair value of the 2018 Term A Warrants and the 2018 Term B Warrants, respectively, during the nine months ended September 30, 2021. The Company recognized gains (losses) of $4,000, $(39,000) and $(29,000) upon the change in fair value of the 2014 Warrants, the 2018 Term A Warrants and the 2018 Term B Warrants, respectively, during the nine months ended September 30, 2020. As of September 30, 2021, the following warrants were outstanding: Outstanding Warrants Exercise Price per Warrant Expiration Date 2018 Term A Warrants 53,720 $11.169 February 2025 2018 Term B Warrants 40,292 $11.169 September 2025 94,012 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Commitments The Company has non-cancellable operating leases for office and laboratory space, which expire in 2031 and 2033. The non-cancellable lease agreements provide for monthly lease payments, which increase during the term of each lease agreement. Future minimum lease payments under operating leases at September 30, 2021 are as follows (in thousands): 2021 $ 323 2022 1,813 2023 2,031 2024 1,981 2025 1,931 Thereafter 13,723 Total minimum lease payments $ 21,802 Total rent expense under these operating leases was approximately $0.6 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $1.8 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the Company had unused letters of credit of $1.4 million which were issued primarily to secure leases. Litigation |
Restructuring costs
Restructuring costs | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | Restructuring costs In the third quarter of 2020, the Company commenced a plan to relocate its research and development laboratory from San Diego to Chicago. The costs associated with the plan include employee termination and relocation costs and other facility exit costs. The cumulative amount of restructuring costs incurred to date as of September 30, 2021 was $2.0 million related to the plan. Costs of $0.3 million were incurred in the nine months ended September 30, 2021, all of which is included in research and development expenses in the condensed consolidated statements of operations and comprehensive loss. The Company anticipates restructuring related to the relocation of the research and development laboratory to be substantially complete by the end of the fourth quarter of 2021. The restructuring reserve is included in other accrued liabilities in the condensed consolidated balance sheet. The following table summarizes the initial restructuring reserve and the payments made during the nine months ended September 30, 2021 (in thousands): Employee Termination and Relocation Costs Other Total Balance accrued at December 31, 2020 $ 646 $ 165 $ 811 Restructuring costs, net of reversals 206 69 275 Payments (842) (234) (1,076) Balance accrued at September 30, 2021 $ 10 $ — $ 10 |
Stock Compensation Plan
Stock Compensation Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plan | Stock compensation plan In 2011, the Company adopted the 2011 Stock Option Issuance Plan (the “2011 Plan”) and subsequently amended it to authorize the Board of Directors to issue up to 4,714,982 incentive stock option and non-qualified stock option awards. The 2018 Stock Option and Incentive Plan (the "2018 Plan") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to award up to 1,822,000 shares of common stock. This plan became effective on the date immediately prior to the effectiveness of the Company's IPO registration statement. The 2018 Plan replaced the 2011 Plan as the Board of Directors decided not to make additional awards under the 2011 Plan following the closing of the IPO, which occurred in June 2018. The 2018 Plan allows the compensation committee to make equity-based and cash-based incentive awards to the Company's officers, employees, directors and other key persons (including consultants). No grants of stock options or other awards may be made under the 2018 Plan after the tenth anniversary of the effective date. The 2018 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019 and each January 1 thereafter, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change affecting the Company's common stock. On January 1, 2021 and 2020, the number of shares of common stock available for issuance under the 2018 Plan was automatically increased by 2,384,448 shares and 1,088,580 shares, respectively. As of September 30, 2021, there were 1,475,486 shares of common stock available for future issuance under the 2018 Plan. The 2018 Employee Stock Purchase Plan (the "ESPP") was adopted by the Board of Directors in April 2018 and approved by the Company's stockholders in June 2018 to issue up to 193,000 shares of common stock to participating employees. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase up to the number of shares of common stock determined by dividing $25,000 by the closing market price of Xeris common stock on the offering date. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Xeris common stock on the employee’s offering date or (ii) the closing market price per share of Xeris common stock on the purchase date. Each offering period has a six-month duration and purchase interval with a purchase date of the last business day of June and December each year. This plan became effective on the date immediately prior to the effectiveness of the Company's IPO registration statement. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2019 and each January 1 thereafter through January 1, 2028, by the least of (i) 1% of the outstanding number of shares of our common stock on the immediately preceding December 31; (ii) 386,000 shares or (iii) such lesser number of shares as determined by the ESPP administrator. On January 1, 2021 and 2020, the number of shares of common stock available for issuance under the ESPP increased by 386,000 shares and 272,145 shares, respectively. The number of shares reserved under the ESPP is subject to adjustment in the event of a stock split, stock dividend or other change affecting the Company's common stock. The Company issued 108,096 shares at a price of $3.46 per share for the ESPP offering period which ended June 30, 2021. As of September 30, 2021, there were 585,570 shares available for issuance under the ESPP. The Equity Inducement Plan (the "Inducement Plan") was adopted by the Board of Directors in February 2019. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan allows the Company to make stock option or restricted stock unit awards to prospective employees of the Company as an inducement to such individuals to commence employment with the Company. The Company uses this Inducement Plan to help it attract and retain prospective employees who are necessary to support the commercial launch of Gvoke and the expansion of the Company generally. The Company initially reserved 750,000 shares of common stock for the issuance of awards under the Inducement Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change affecting the Company's common stock. As of September 30, 2021, there were 185,773 shares of common stock available for future issuance under the Inducement Plan. On October 8, 2020, the Company's stockholders, upon recommendation of the Board of Directors, approved an amendment to the Company's 2011 Plan and 2018 Plan to allow the Company to permit certain employee option holders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of the Company's common stock for a lesser number of new options to purchase shares of the Company’s common stock (the “Option Exchange”). On November 10, 2020, the Company filed with the SEC a Tender Offer Statement on Schedule TO defining the terms and conditions of the Option Exchange. The total number of shares of common stock underlying a new option with respect to an exchanged eligible option was determined by dividing the number of shares of common stock underlying the exchanged eligible option by the applicable exchange ratio and rounding to the nearest whole number, subject to the terms and conditions described in the Exchange Offer. On December 10, 2020, the completion date of the Option Exchange, the Company canceled the options accepted for exchange and granted 832,907 new options to purchase shares of common stock in exchange for 1,127,906 options issued under the 2011 Plan and 2018 Plan. The exercise price per share of the options granted pursuant to the Exchange Offer was $4.09 per share, which was the closing price per share of common stock on The Nasdaq Global Select Market on the grant date of such new options. The new options will vest and become exercisable in two equal installments following the grant date, subject to an option holder's continuous service, and expire seven years from the grant date. On the grant date, the fair values of the options exchanged were similar to the fair values of the new options granted and, as such, the incremental compensation cost related to the Option Exchange was not material. Stock options Stock options are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards typically vest over either two three seven The fair value of each option is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected term of options represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods during the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected stock price volatility assumption is based on the historical volatilities of a peer group of publicly traded companies as well as the historical volatility of the Company's common stock since the Company began trading subsequent to its IPO in June 2018 over the period corresponding to the expected life as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of the Company’s ordinary shares as of the grant date. The fair value of stock options granted was estimated with the following weighted average assumptions: Nine Months Ended September 30, 2021 2020 Expected term (years) 6.0 5.9 Risk-free interest rate 1.14% 0.42% Expected volatility 76.30% 69.85% Expected dividends — — Stock option activity under the 2011 Plan, 2018 Plan and Inducement Plan for the nine months ended September 30, 2021 was as follows: Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Outstanding - January 1, 2021 4,953,906 $ 5.84 7.46 Granted 702,313 5.00 Exercised and vested (76,556) 2.26 Forfeited (363,277) 6.26 Expired (202,861) 12.15 Outstanding - September 30, 2021 5,013,525 $ 5.48 6.80 Exercisable - September 30, 2021 2,729,400 $ 5.52 6.11 Vested and expected to vest as of September 30, 2021 4,847,191 $ 5.49 6.76 The weighted average fair value of awards granted during the nine months ended September 30, 2021 was $3.31 per share. The total intrinsic value of options exercised during the nine months ended September 30, 2021 was $0.1 million. As of September 30, 2021, the aggregate intrinsic value of awards vested and expected to vest was $1.0 million. At September 30, 2021, there was a total of $7.9 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 1.9 years. Restricted share units (the "RSU") The Company grants RSUs to employees. RSUs that are granted vest over either three A summary of outstanding RSU awards and the activity for the nine months ended September 30, 2021 was as follows: Units Weighted Average Grant Date Fair Value Unvested balance - January 1, 2021 766,550 $ 7.07 Granted 1,613,344 4.9 Vested (220,425) 7.43 Forfeited (96,562) 5.38 Unvested balance - September 30, 2021 2,062,907 $ 5.41 As of September 30, 2021, there was $7.7 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the weighted average remaining vesting period of 2.3 years. The following table summarizes the reporting of total stock-based compensation expense resulting from stock options, RSUs and the ESPP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of goods sold $ 31 $ 37 $ 78 $ 113 Research and development 398 303 1,152 913 Selling, general and administrative 3,236 1,714 7,408 5,107 Total stock-based compensation expense $ 3,665 $ 2,054 $ 8,638 $ 6,133 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories: Level 1: Measured using unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Measured using quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Fair value measurements are classified based on the lowest level of input that is significant to the measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values stated below takes into account the market for its financial assets and liabilities, the associated credit risk and other factors as required. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2021 and December 31, 2020 (in thousands): Total as of September 30, 2021 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and money market funds $ 59,492 $ 59,492 $ — $ — Short-term investments U.S. government securities 1 1 — — Corporate securities 9,279 — 9,279 — Commercial paper 20,382 — 20,382 — Foreign government securities 2,612 — 2,612 — Foreign corporate securities 1,217 — 1,217 — Total investments $ 33,491 $ 1 $ 33,490 $ — Liabilities Warrant liabilities $ 68 $ — $ — $ 68 Total as of December 31, 2020 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and money market funds $ 37,598 $ 37,598 $ — $ — Investments: U.S. government securities 64,386 64,386 — — Corporate securities 13,625 — 13,625 — Commercial paper 18,179 — 18,179 — Total investments $ 96,190 $ 64,386 $ 31,804 $ — Liabilities Warrant liabilities $ 159 $ — $ — $ 159 The fair value of the Company’s warrant liabilities is based on a Black-Scholes valuation which considers the expected term of the warrants as well as the risk-free interest rate and expected volatility of the Company's common stock. The uncertainty of the fair value measurement due to the use of unobservable inputs and interrelationships between these unobservable inputs could have resulted in higher or lower fair value measurement. The Company has determined that the warrant liabilities' fair values are Level 3 items within the fair value hierarchy. The following table presents the change in the warrant liabilities (in thousands): Balance at December 31, 2020 $ 159 Change in fair value of warrants (91) Balance at September 30, 2021 $ 68 There were no transfers between any of the levels of the fair value hierarchy during the three and nine months ended September 30, 2021. |
Available-for-Sale Investments
Available-for-Sale Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale Investments | Available-for-sale investments The Company classifies its investments in debt securities as available-for-sale. Debt securities are comprised of highly liquid investments with minimum “A” rated securities and, as of September 30, 2021, consist of U.S. Treasury and agency bonds and corporate entity commercial paper and securities, all with maturities of more than three months but less than one year at the date of purchase. Debt securities as of September 30, 2021 had an average remaining maturity of 0.5 years. The debt securities are reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. Refer to Note 12, "Fair Value Measurements," for information related to the fair value measurements and valuation methods utilized. The following table represents the Company’s available-for-sale investments by major security type as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Gross Unrealized Gains Gross Unrealized Losses Total Investments: Commercial paper $ 20,382 $ — $ — $ 20,382 Corporate securities 9,282 — (3) 9,279 U.S. government securities 1 — — 1 Foreign government securities 2,612 — — 2,612 Foreign corporate securities 1,217 — — 1,217 Total available-for-sale investments $ 33,494 $ — $ (3) $ 33,491 December 31, 2020 Amortized Gross Unrealized Gains Gross Unrealized Losses Total Investments: Commercial paper $ 18,179 $ — $ — $ 18,179 Corporate securities 13,597 29 (1) 13,625 U.S. government securities 64,383 7 (4) 64,386 Total available-for-sale investments $ 96,159 $ 36 $ (5) $ 96,190 The Company reviews available-for-sale investments for other-than-temporary impairment loss periodically. The Company considers factors such as the duration, severity of and reason for the decline in value, the potential recovery period and our intent to sell. For debt securities, the Company also consider whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis and (ii) the amortized cost basis cannot be recovered as a result of credit losses. During the three and nine months ended September 30, 2021 and 2020, the Company did not recognize any other-than-temporary impairment losses. All marketable securities with unrealized losses have been in a loss position for less than twelve months. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net loss per common share Basic and diluted net loss per common share are determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. For all periods presented, the shares issuable upon conversion, exercise or vesting of Convertible Notes, warrants, stock option awards and RSUs have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average common shares outstanding used to calculate both basic and diluted net loss per common share are the same. The following potentially dilutive securities were excluded from the computation of diluted weighted average common shares outstanding due to their anti-dilutive effect: As of September 30, 2021 2020 Shares to be issued upon conversion of Convertible Notes 15,416,667 27,818,955 Vested and unvested stock options 5,013,525 5,332,623 Restricted stock units 2,062,907 661,250 Warrants 94,012 94,012 Total anti-dilutive securities excluded from EPS computation 22,587,111 33,906,840 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition-date fair value of the consideration transferred totaled $169.1 million, which consisted of the following: Fair value of consideration transferred (in thousands, except share number) Xeris Biopharma Holdings, Inc. common shares (58,082,606 shares) $ 137,655 Unexercised Strongbridge options assumed by Xeris Pharma and converted into options to purchase HoldCo shares 6,404 Strongbridge warrants 2,467 Contingent consideration (Contingent value rights) 22,531 Total consideration $ 169,057 (in thousands) Cash and cash equivalents $ 38,469 Trade accounts receivable 4,344 Inventory 1,862 Prepaid expenses and other current assets 4,683 Property and equipment 161 IPR&D 121,000 Other intangible assets 11,000 Other assets 860 Total identifiable assets acquired 182,379 Accounts payable (279) Other accrued liabilities (13,521) Accrued trade discounts and rebates (4,844) Supply agreement liability (12,000) Other liabilities (413) Total liabilities assumed (31,057) Net identifiable assets acquired 151,322 Goodwill 17,735 Net assets acquired $ 169,057 |
Business Acquisition, Pro Forma Information | The following table presents the pro forma operating results as if Strongbridge had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2020 (unaudited, in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenue $ 22,556 $ 17,519 $ 58,081 $ 35,768 Net loss attributable to Xeris Biopharma Holdings Inc. $ (23,965) $ (17,931) $ (82,183) $ (99,630) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The components of inventories consisted of the following (in thousands): September 30, 2021 December 31, 2020 Raw materials $ 5,184 $ 2,874 Work in process 5,943 4,247 Finished goods 3,114 1,232 Inventory $ 14,241 $ 8,353 |
Other accrued liabilities (Tabl
Other accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other accrued liabilities | Other accrued liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued employee costs $ 11,467 $ 7,989 Accrued supply chain costs 615 1,702 Accrued marketing and selling costs 1,077 1,114 Accrued research and development costs 2,042 678 Accrued restructuring charges 10 811 Accrued interest expense 813 1,527 Accrued Strongbridge transaction costs 2,668 — Accrued other costs 4,265 2,074 Other accrued liabilities $ 22,957 $ 15,895 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The components of debt are as follows (in thousands): September 30, 2021 December 31, 2020 Convertible Notes $ 47,175 $ 47,175 Senior secured loan facility 43,500 43,500 Less: unamortized debt issuance costs (2,962) (3,654) Long-term debt, net of unamortized debt issuance costs $ 87,713 $ 87,021 |
Schedule of Maturities of Long-term Debt | The following table sets forth the Company’s future minimum principal payments on the senior secured loan facility (which reflect the Fifth Amendment) and the Convertible Notes (in thousands): 2021 $ — 2022 — 2023 29,000 2024 14,500 2025 47,175 $ 90,675 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of September 30, 2021, the following warrants were outstanding: Outstanding Warrants Exercise Price per Warrant Expiration Date 2018 Term A Warrants 53,720 $11.169 February 2025 2018 Term B Warrants 40,292 $11.169 September 2025 94,012 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under operating leases at September 30, 2021 are as follows (in thousands): 2021 $ 323 2022 1,813 2023 2,031 2024 1,981 2025 1,931 Thereafter 13,723 Total minimum lease payments $ 21,802 |
Restructuring costs (Tables)
Restructuring costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the initial restructuring reserve and the payments made during the nine months ended September 30, 2021 (in thousands): Employee Termination and Relocation Costs Other Total Balance accrued at December 31, 2020 $ 646 $ 165 $ 811 Restructuring costs, net of reversals 206 69 275 Payments (842) (234) (1,076) Balance accrued at September 30, 2021 $ 10 $ — $ 10 |
Stock Compensation Plan (Tables
Stock Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the reporting of total stock-based compensation expense resulting from stock options, RSUs and the ESPP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of goods sold $ 31 $ 37 $ 78 $ 113 Research and development 398 303 1,152 913 Selling, general and administrative 3,236 1,714 7,408 5,107 Total stock-based compensation expense $ 3,665 $ 2,054 $ 8,638 $ 6,133 |
Stock-based Compensation Assumptions Used in Black-Scholes Option Valuation Model | The fair value of stock options granted was estimated with the following weighted average assumptions: Nine Months Ended September 30, 2021 2020 Expected term (years) 6.0 5.9 Risk-free interest rate 1.14% 0.42% Expected volatility 76.30% 69.85% Expected dividends — — |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Activity | Stock option activity under the 2011 Plan, 2018 Plan and Inducement Plan for the nine months ended September 30, 2021 was as follows: Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Outstanding - January 1, 2021 4,953,906 $ 5.84 7.46 Granted 702,313 5.00 Exercised and vested (76,556) 2.26 Forfeited (363,277) 6.26 Expired (202,861) 12.15 Outstanding - September 30, 2021 5,013,525 $ 5.48 6.80 Exercisable - September 30, 2021 2,729,400 $ 5.52 6.11 Vested and expected to vest as of September 30, 2021 4,847,191 $ 5.49 6.76 The weighted average fair value of awards granted during the nine months ended September 30, 2021 was $3.31 per share. The total intrinsic value of options exercised during the nine months ended September 30, 2021 was $0.1 million. As of September 30, 2021, the aggregate intrinsic value of awards vested and expected to vest was $1.0 million. At September 30, 2021, there was a total of $7.9 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 1.9 years. Restricted share units (the "RSU") The Company grants RSUs to employees. RSUs that are granted vest over either three A summary of outstanding RSU awards and the activity for the nine months ended September 30, 2021 was as follows: Units Weighted Average Grant Date Fair Value Unvested balance - January 1, 2021 766,550 $ 7.07 Granted 1,613,344 4.9 Vested (220,425) 7.43 Forfeited (96,562) 5.38 Unvested balance - September 30, 2021 2,062,907 $ 5.41 As of September 30, 2021, there was $7.7 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over the weighted average remaining vesting period of 2.3 years. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Company has determined that the warrant liabilities' fair values are Level 3 items within the fair value hierarchy. The following table presents the change in the warrant liabilities (in thousands): Balance at December 31, 2020 $ 159 Change in fair value of warrants (91) Balance at September 30, 2021 $ 68 There were no transfers between any of the levels of the fair value hierarchy during the three and nine months ended September 30, 2021. |
Fair Value Measurements, Recurring and Nonrecurring | The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2021 and December 31, 2020 (in thousands): Total as of September 30, 2021 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and money market funds $ 59,492 $ 59,492 $ — $ — Short-term investments U.S. government securities 1 1 — — Corporate securities 9,279 — 9,279 — Commercial paper 20,382 — 20,382 — Foreign government securities 2,612 — 2,612 — Foreign corporate securities 1,217 — 1,217 — Total investments $ 33,491 $ 1 $ 33,490 $ — Liabilities Warrant liabilities $ 68 $ — $ — $ 68 Total as of December 31, 2020 Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash and money market funds $ 37,598 $ 37,598 $ — $ — Investments: U.S. government securities 64,386 64,386 — — Corporate securities 13,625 — 13,625 — Commercial paper 18,179 — 18,179 — Total investments $ 96,190 $ 64,386 $ 31,804 $ — Liabilities Warrant liabilities $ 159 $ — $ — $ 159 |
Available-for-Sale Investments
Available-for-Sale Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | The following table represents the Company’s available-for-sale investments by major security type as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Amortized Gross Unrealized Gains Gross Unrealized Losses Total Investments: Commercial paper $ 20,382 $ — $ — $ 20,382 Corporate securities 9,282 — (3) 9,279 U.S. government securities 1 — — 1 Foreign government securities 2,612 — — 2,612 Foreign corporate securities 1,217 — — 1,217 Total available-for-sale investments $ 33,494 $ — $ (3) $ 33,491 December 31, 2020 Amortized Gross Unrealized Gains Gross Unrealized Losses Total Investments: Commercial paper $ 18,179 $ — $ — $ 18,179 Corporate securities 13,597 29 (1) 13,625 U.S. government securities 64,383 7 (4) 64,386 Total available-for-sale investments $ 96,159 $ 36 $ (5) $ 96,190 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities were excluded from the computation of diluted weighted average common shares outstanding due to their anti-dilutive effect: As of September 30, 2021 2020 Shares to be issued upon conversion of Convertible Notes 15,416,667 27,818,955 Vested and unvested stock options 5,013,525 5,332,623 Restricted stock units 2,062,907 661,250 Warrants 94,012 94,012 Total anti-dilutive securities excluded from EPS computation 22,587,111 33,906,840 |
Organization - Narrative (Detai
Organization - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (409,320,000) | $ (337,385,000) |
Summary of significant accoun_2
Summary of significant accounting policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net sales | $ 11,035 | $ 9,404 | $ 27,921 | $ 13,066 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) $ / shares in Units, contingentValueRight in Millions | Oct. 05, 2021USD ($)contingentValueRight$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Patents | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Useful life | 5 years | ||
Warrants | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Multiplier period | 20 days | ||
Threshold trading days | 3 days | ||
Strongbridge | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Consideration transferred | $ 169,057,000 | ||
Payable per contingent value right (in dollars per CVR) | $ 1 | ||
Number of CVRs | contingentValueRight | 74.1 | ||
Number of additional CVRs to be issued | contingentValueRight | 10.5 | ||
Strongbridge | Selling, General and Administrative Expenses | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Transaction costs | $ 2,300,000 | $ 6,200,000 | |
Strongbridge | Warrants | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.50 | ||
Multiplier period | 20 days | ||
Threshold trading days | 3 days | ||
Strongbridge | Warrants | Measurement Input, Price Volatility | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Measurement input | 0.50 | ||
Strongbridge | Achievement In Net Sales Of Keveyis In 2023 | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Payable per contingent value right (in dollars per CVR) | $ 0.25 | ||
Net sales threshold | 40,000,000 | ||
Strongbridge | Achievement In Net Sales Of Recorlev In 2023 | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Payable per contingent value right (in dollars per CVR) | 0.25 | ||
Net sales threshold | 40,000,000 | ||
Strongbridge | Achievement In Net Sales Of Recorlev In 2024 | Subsequent Event | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Payable per contingent value right (in dollars per CVR) | 0.50 | ||
Net sales threshold | $ 80,000,000 |
Acquisition - Acquisition Date
Acquisition - Acquisition Date Fair Value (Details) - Strongbridge - Subsequent Event $ in Thousands | Oct. 05, 2021USD ($)shares |
Asset Acquisition, Contingent Consideration [Line Items] | |
Xeris Biopharma Holdings, Inc. common shares (58,082,606 shares) | $ 137,655 |
Unexercised Strongbridge options assumed by Xeris Pharma and converted into options to purchase HoldCo shares | 6,404 |
Strongbridge warrants | 2,467 |
Contingent consideration (Contingent value rights) | 22,531 |
Total consideration | $ 169,057 |
Number of shares (in shares) | shares | 58,082,606 |
Acquisition - Estimated Fair Va
Acquisition - Estimated Fair Values of the Assets & Liabilities Assumed (Details) - Strongbridge - Subsequent Event $ in Thousands | Oct. 05, 2021USD ($) |
Asset Acquisition, Contingent Consideration [Line Items] | |
Cash and cash equivalents | $ 38,469 |
Trade accounts receivable | 4,344 |
Inventory | 1,862 |
Prepaid expenses and other current assets | 4,683 |
Property and equipment | 161 |
IPR&D | 121,000 |
Other intangible assets | 11,000 |
Other assets | 860 |
Total identifiable assets acquired | 182,379 |
Accounts payable | (279) |
Other accrued liabilities | (13,521) |
Accrued trade discounts and rebates | (4,844) |
Supply agreement liability | (12,000) |
Other liabilities | (413) |
Total liabilities assumed | (31,057) |
Net identifiable assets acquired | 151,322 |
Goodwill | 17,735 |
Net assets acquired | $ 169,057 |
Acquisition - Pro Forma Operati
Acquisition - Pro Forma Operating Results (Details) - Strongbridge - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Revenue | $ 22,556 | $ 17,519 | $ 58,081 | $ 35,768 |
Net loss attributable to Xeris Biopharma Holdings Inc. | $ (23,965) | $ (17,931) | $ (82,183) | $ (99,630) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,184 | $ 2,874 |
Work in process | 5,943 | 4,247 |
Finished goods | 3,114 | 1,232 |
Inventory | 14,241 | 8,353 |
Inventory Valuation Reserves | $ 2,400 | $ 2,200 |
Other accrued liabilities (Deta
Other accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee costs | $ 11,467 | $ 7,989 |
Accrued supply chain costs | 615 | 1,702 |
Accrued marketing and selling costs | 1,077 | 1,114 |
Accrued research and development costs | 2,042 | 678 |
Accrued restructuring charges | 10 | 811 |
Accrued interest expense | 813 | 1,527 |
Accrued transaction costs | 2,668 | 0 |
Accrued other costs | 4,265 | 2,074 |
Other accrued liabilities | $ 22,957 | $ 15,895 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Oct. 23, 2020 | Aug. 05, 2020 | Jul. 07, 2020 | Apr. 21, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 90,675 | $ 90,675 | |||||||||||||||
Period debt payments are interest only | 18 | ||||||||||||||||
Prepayment allowed per debt agreement | $ 2,000 | $ 2,000 | |||||||||||||||
Prepayment penalty percentage | 1.50% | ||||||||||||||||
Final payment fee percentage | 3.00% | 3.00% | |||||||||||||||
Interest expense | $ 1,798 | $ 2,328 | $ 5,384 | $ 6,069 | |||||||||||||
Amortization of debt issuance costs | (727) | (707) | |||||||||||||||
Convertible notes purchased, due to exercise of underwriter option | $ 11,300 | ||||||||||||||||
Principal amount of convertible notes converted | $ 8,400 | ||||||||||||||||
Unused letters of credit | 1,400 | 1,400 | |||||||||||||||
Issuance of common stock upon conversion of convertible notes, shares | 2,736,591 | ||||||||||||||||
Principal amount of convertible notes converted privately | $ 30,700 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities privately exchanged | 10,435,200 | ||||||||||||||||
Loss on the convertible note exchange transactions | $ 2,600 | ||||||||||||||||
Chicago Fulton Market | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unused letters of credit | $ 400 | ||||||||||||||||
2018 Loan and Security Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000 | ||||||||||||||||
Amended Loan and Security Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 85,000 | ||||||||||||||||
2018 Term A Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 20,000 | ||||||||||||||||
Term A Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Fee | 2.3 million | ||||||||||||||||
Term B Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 15,000 | ||||||||||||||||
Term A Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 43,500 | 43,500 | $ 43,500 | $ 43,500 | 60,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | 6.25% | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.43% | ||||||||||||||||
Interest rate, greater of stated percentage and (a) 2.43% or (b) thirty-day LIBOR | 8.68% | 8.68% | |||||||||||||||
Debt Issuance Costs, Gross | $ 2,000 | $ 2,000 | |||||||||||||||
Repayments of Notes Payable | 20,000 | $ 20,000 | |||||||||||||||
Final payment fee settled at closing | 600 | ||||||||||||||||
Prepayment fee settled at closing | $ 300 | ||||||||||||||||
Minimum cash balance to be held with lender | 5,000 | ||||||||||||||||
Amendment fee to be settled at maturity | 100 | $ 100 | |||||||||||||||
Term extension | 6 months | ||||||||||||||||
Term A Loan | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Period debt payments are interest only | 24 | ||||||||||||||||
Term A Loan | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Period debt payments are interest only | 21 | 21 | |||||||||||||||
Term C Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | 10,000 | ||||||||||||||||
Term B Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 15,000 | ||||||||||||||||
PPP Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes Payable | $ 5,100 | ||||||||||||||||
Repayments of Notes Payable | $ 4,200 | ||||||||||||||||
Convertible Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 47,175 | $ 47,175 | $ 47,175 | $ 47,175 | 86,300 | ||||||||||||
Debt Issuance Costs, Gross | $ 5,100 | ||||||||||||||||
Cash interest per annum on convertible notes | 5.00% | 5.00% | 5.00% | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 3.06 | $ 3.06 | |||||||||||||||
Initial conversion rate for Convertible Notes | 326.7974 | 326.7974 | |||||||||||||||
Maximum conversion rate of Convertible Notes | 367.6470 | ||||||||||||||||
Per principal amount of Convertible Notes | $ 1 | $ 1 | |||||||||||||||
Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization of debt issuance costs | $ (200) | $ (300) | $ (700) | $ (700) | |||||||||||||
Term D Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term Debt | $ 3,500 | ||||||||||||||||
Loans | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Period debt payments are interest only | 30 |
Long-term debt - Components of
Long-term debt - Components of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 07, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 90,675 | ||||
Less: unamortized debt issuance costs | (2,962) | $ (3,654) | |||
Long-term debt, net of unamortized debt issuance costs | 87,713 | 87,021 | |||
Loss on extinguishment of debt | 0 | $ 443 | |||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 47,175 | 47,175 | $ 86,300 | ||
Term A Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 43,500 | $ 43,500 | $ 60,000 | ||
Senior Loans | |||||
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ (700) |
Long-term debt - Future Minimum
Long-term debt - Future Minimum Principal Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 0 |
2022 | 0 |
2023 | 29,000 |
2024 | 14,500 |
2025 | 47,175 |
Long-term Debt | $ 90,675 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 17, 2021 | Jul. 15, 2020 | Feb. 14, 2020 | |
Equity [Abstract] | |||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Total common stock and preferred stock authorized shares | 160,000,000 | ||||||||
Common stock, shares issued (in shares) | 59,611,202 | 66,497,895 | 6,553,398 | 8,510,000 | 10,299,769 | ||||
Shares Issued, Price Per Share | $ 4.12 | $ 2.72 | $ 4.15 | ||||||
Common shares issued, due to exercise of underwriter option | 1,299,769 | 1,110,000 | |||||||
Net proceeds from issuance of public offering | $ 26,900 | $ 21,600 | $ 39,900 | ||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 71,782 | 9,801 | |||||||
Statutory withholding taxes on vesting and settlement of RSUs | $ 400 | $ 100 | |||||||
Restricted stock units vested and settled during period | 220,425 | 31,250 | |||||||
Issuance of common stock upon conversion of convertible notes, shares | 2,736,591 | ||||||||
Principal amount of convertible notes converted | $ 8,400 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 23 Months Ended | |||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2014 | Aug. 20, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||
Change in fair value of warrants | $ (81) | $ 160 | $ (91) | $ 64 | |||||
2014 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Preferred stock and warrants issued during the period, shares | 19,931 | ||||||||
Number of securities called by each warrant or right | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ 5.912 | ||||||||
Class of warrants, exercised | 18,512 | ||||||||
Change in fair value of warrants | (1) | 4 | |||||||
Class of warrants, expired | 1,419 | ||||||||
Term A Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Preferred stock and warrants issued during the period, shares | 53,720 | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.169 | $ 11.169 | |||||||
Warrants outstanding | 53,720 | 53,720 | |||||||
Change in fair value of warrants | $ 46 | (92) | $ (53) | (39) | |||||
Term B Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Preferred stock and warrants issued during the period, shares | 40,292 | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.169 | $ 11.169 | |||||||
Warrants outstanding | 40,292 | 40,292 | |||||||
Change in fair value of warrants | $ 35 | $ (69) | $ (38) | $ (29) |
Warrants - Warrants Outstanding
Warrants - Warrants Outstanding (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,587,111 | 33,906,840 | |
2014 Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 5.912 | ||
Term A Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 53,720 | ||
Exercise price of warrants (in dollars per share) | $ 11.169 | ||
Term B Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 40,292 | ||
Exercise price of warrants (in dollars per share) | $ 11.169 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 94,012 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 94,012 | 94,012 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 05, 2020 | |
Other Commitments [Line Items] | |||||
2021 | $ 323 | $ 323 | |||
2022 | 1,813 | 1,813 | |||
2023 | 2,031 | 2,031 | |||
2024 | 1,981 | 1,981 | |||
Thereafter | 13,723 | 13,723 | |||
Rent Expense, operating leases | 600 | $ 600 | 1,800 | $ 1,700 | |
Unused letters of credit | $ 1,400 | $ 1,400 | |||
Chicago Fulton Market | |||||
Other Commitments [Line Items] | |||||
Unused letters of credit | $ 400 |
Commitments and contingencies_2
Commitments and contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 323 |
2022 | 1,813 |
2023 | 2,031 |
2024 | 1,981 |
2025 | 1,931 |
Thereafter | 13,723 |
Total minimum lease payments | $ 21,802 |
Restructuring costs (Details)
Restructuring costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Payments for Restructuring | $ (1,076) | |
Accrued restructuring charges | 10 | $ 811 |
Restructuring Charges | 275 | |
Restructuring and Related Cost, Expected Cost | 2,000 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for Restructuring | (842) | |
Accrued restructuring charges | 10 | 646 |
Restructuring Charges | 206 | |
Other Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments for Restructuring | (234) | |
Accrued restructuring charges | 0 | $ 165 |
Restructuring Charges | $ 69 |
Stock Compensation Plan - Share
Stock Compensation Plan - Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used (Details) - $ / shares | Dec. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years | 5 years 10 months 24 days | |
Risk-free interest rate | 1.14% | 0.42% | |
Expected volatility | 76.30% | 69.85% | |
Expected dividends | 0.00% | 0.00% | |
Share-based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period upon Option Exchange | 832,907 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Cancelled upon Option exchange | 1,127,906 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period upon Option Exchange, Weighted Average Exercise Price | $ 4.09 |
Stock Compensation Plan - Emplo
Stock Compensation Plan - Employee Stock Award Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized expense from restricted stock units | $ 7,700,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,613,344 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.41 | $ 7.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,062,907 | 766,550 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (220,425) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.9 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 7.43 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 5.38 | |
Vested and unvested stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,013,525 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,953,906 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 5.48 | $ 5.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 9 months 18 days | 7 years 5 months 15 days |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 702,313 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5 | |
Exercise and vesting of stock options (in shares) | (76,556) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2.26 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (363,277) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 6.26 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (202,861) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 12.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,729,400 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 5.52 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 1 month 9 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 6 years 9 months 3 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 4,847,191 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 5.49 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 3 months 18 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (96,562) |
Stock Compensation Plan - Stock
Stock Compensation Plan - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 3,665 | $ 2,054 | $ 8,638 | $ 6,133 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 100 | |||
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 398 | 303 | 1,152 | 913 |
Selling, General and Administrative Expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 3,236 | 1,714 | 7,408 | 5,107 |
Cost of Sales | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 31 | $ 37 | $ 78 | $ 113 |
Stock Compensation Plan - Narra
Stock Compensation Plan - Narrative (Details) | 9 Months Ended | |||||
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020shares | Dec. 10, 2020installment | Mar. 31, 2019shares | Jun. 30, 2018shares | Dec. 31, 2011shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 7,900,000 | |||||
Least amount of annual increase of shares available for issuance | 386,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 100,000 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | |||||
Unrecognized expense from restricted stock units | $ | $ 7,700,000 | |||||
Share-based Compensation Arrangement By Share-based Payment Award, Number Of Vesting Installments | installment | 2 | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Stock Option Two Year Vesting Period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 3 months 18 days | |||||
Restricted stock units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Restricted stock units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Stock Option Three Year Vesting Period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Equity Inducement Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 750,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 185,773 | |||||
Employee Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 193,000 | |||||
Percentage shares available for issuance automatically increase annually | 1.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 386,000 | 272,145 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 585,570 | |||||
Maximum employee payroll deduction percentage | 15.00% | |||||
Common stock value, tax limit on employee stock purchase plan | $ | $ 25,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | |||||
Offering period | 6 months | |||||
Issuance of common stock through employee stock purchase plan (in shares) | 108,096 | |||||
Employee Stock Ownership Plan (ESOP), Weighted Average Purchase Price of Shares Purchased | $ / shares | $ 3.46 | |||||
2011 Stock Option Issuance Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,714,982 | |||||
2018 Stock Option and Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,822,000 | |||||
Percentage shares available for issuance automatically increase annually | 4.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,384,448 | 1,088,580 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,475,486 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and money market funds | $ 59,492 | $ 59,492 | $ 37,598 | ||
Total Fair Value | 33,491 | 33,491 | 96,190 | ||
Warrants liabilities | 68 | 68 | 159 | ||
Change in fair value of warrants | (81) | $ 160 | (91) | $ 64 | |
Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and money market funds | 59,492 | 59,492 | 37,598 | ||
Total Fair Value | 1 | 1 | 64,386 | ||
Warrants liabilities | 0 | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and money market funds | 0 | 0 | 0 | ||
Total Fair Value | 33,490 | 33,490 | 31,804 | ||
Warrants liabilities | 0 | 0 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and money market funds | 0 | 0 | 0 | ||
Total Fair Value | 0 | 0 | 0 | ||
Warrants liabilities | 68 | 68 | 159 | ||
U.S. government securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 1 | 1 | 64,386 | ||
U.S. government securities | Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 1 | 1 | 64,386 | ||
U.S. government securities | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | 0 | ||
U.S. government securities | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | 0 | ||
Corporate securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 9,279 | 9,279 | 13,625 | ||
Corporate securities | Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | 0 | ||
Corporate securities | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 9,279 | 9,279 | 13,625 | ||
Corporate securities | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | 0 | ||
Commercial paper | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 20,382 | 20,382 | 18,179 | ||
Commercial paper | Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | 0 | ||
Commercial paper | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 20,382 | 20,382 | 18,179 | ||
Commercial paper | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | $ 0 | ||
Foreign government securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 2,612 | 2,612 | |||
Foreign government securities | Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | |||
Foreign government securities | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 2,612 | 2,612 | |||
Foreign government securities | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | |||
Foreign corporate securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 1,217 | 1,217 | |||
Foreign corporate securities | Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 0 | 0 | |||
Foreign corporate securities | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | 1,217 | 1,217 | |||
Foreign corporate securities | Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total Fair Value | $ 0 | $ 0 |
Available-for-Sale Investment_2
Available-for-Sale Investments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Available For Sale Securities Maturities Period | 6 months |
Available-for-Sale Investment_3
Available-for-Sale Investments - Available for Sale Investments by Major Security Type (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 33,494 | $ 96,159 |
Gross Unrealized Gains | 0 | 36 |
Gross Unrealized Losses | 3 | 5 |
Total Fair Value | 33,491 | 96,190 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 20,382 | 18,179 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total Fair Value | 20,382 | 18,179 |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,282 | 13,597 |
Gross Unrealized Gains | 0 | 29 |
Gross Unrealized Losses | 3 | 1 |
Total Fair Value | 9,279 | 13,625 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1 | 64,383 |
Gross Unrealized Gains | 0 | 7 |
Gross Unrealized Losses | 0 | 4 |
Total Fair Value | 1 | $ 64,386 |
Foreign government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,612 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | 2,612 | |
Foreign corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,217 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | $ 1,217 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,587,111 | 33,906,840 |
Shares to be issued upon conversion of Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,416,667 | 27,818,955 |
Vested and unvested stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,013,525 | 5,332,623 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,062,907 | 661,250 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 94,012 | 94,012 |
Uncategorized Items - xers-2021
Label | Element | Value |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue | $ 3.31 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue | $ 1,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1 | 4 years |