CYTOKINETICS INC, 10-K filed on 2/26/2021
Annual Report
v3.20.4
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2020
Feb. 23, 2021
Jun. 30, 2020
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Trading Symbol CYTK    
Entity Registrant Name CYTOKINETICS, INCORPORATED    
Entity Central Index Key 0001061983    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   71,110,576  
Entity Public Float     $ 1,413.0
Entity Interactive Data Current Yes    
Title of 12(b) Security Common Stock, $0.001 par value    
Security Exchange Name NASDAQ    
Entity File Number 000-50633    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 94-3291317    
Entity Address, Address Line One 280 East Grand Avenue    
Entity Address, City or Town South San Francisco    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94080    
City Area Code 650    
Local Phone Number 624-3000    
Document Annual Report true    
Document Transition Report false    
ICFR Auditor Attestation Flag true    
Documents Incorporated by Reference Portions of the Registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, no later than 120 days after the end of the fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.    
v3.20.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 82,985 $ 36,433
Short-term investments 381,075 188,679
Accounts receivable 4,420 5,163
Prepaid expenses and other current assets 5,741 3,477
Total current assets 474,221 233,752
Long-term investments 36,954 42,650
Property and equipment, net 13,346 4,530
Operating lease right-of-use assets and other assets 9,282 8,882
Total assets 533,803 289,814
Current liabilities:    
Accounts payable 8,050 8,160
Accrued liabilities 19,315 12,123
Short-term lease liability 2,785 4,616
Other current liabilities 1,049 1,124
Total current liabilities 31,199 26,023
Term loan, net 46,209 45,052
Convertible notes, net 89,504 84,205
Liability related to the sale of future royalties, net 166,068 143,276
Long-term deferred revenue 87,000 0
Long-term lease and other non-current liabilities 440 2,195
Total liabilities 420,420 300,751
Commitments and contingencies 0 0
Stockholders’ equity (deficit):    
Preferred stock, $0.001 par value: Authorized: 10,000,000 shares; Issued and outstanding: none 0 0
Common stock, $0.001 par value: Authorized: 163,000,000 shares; Issued and outstanding: 71,015,183 shares at December 31, 2020 and 59,172,124 shares at December 31, 2019 70 59
Additional paid-in capital 1,105,470 853,341
Accumulated other comprehensive income 149 679
Accumulated deficit (992,306) (865,016)
Total stockholders’ equity (deficit) 113,383 (10,937)
Total liabilities and stockholders’ equity (deficit) $ 533,803 $ 289,814
v3.20.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 163,000,000 163,000,000
Common stock, shares issued 71,015,183 59,172,124
Common stock, shares outstanding 71,015,183 59,172,124
v3.20.4
Consolidated Statements of Operations And Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Revenues:      
Total revenues $ 55,828 $ 26,868 $ 31,501
Operating expenses:      
Research and development 96,951 86,125 89,135
General and administrative 52,820 39,610 31,282
Total operating expenses 149,771 125,735 120,417
Operating loss (93,943) (98,867) (88,916)
Interest expense (15,963) (6,623) (3,797)
Non-cash interest expense on liability related to sale of future royalties (22,713) (20,737) (17,767)
Interest and other income, net 5,329 4,535 4,191
Net loss $ (127,290) $ (121,692) $ (106,289)
Net loss per share — basic and diluted $ (1.97) $ (2.11) $ (1.95)
Weighted-average number of shares used in computing net loss per share — basic and diluted 64,524 57,575 54,420
Other comprehensive loss:      
Unrealized (losses) gains on available-for-sale securities, net $ (530) $ 179 $ 157
Comprehensive loss (127,820) (121,513) (106,132)
Research and Development Revenues [Member]      
Revenues:      
Total revenues 16,527 26,868 26,368
License [Member]      
Revenues:      
Total revenues 36,501 0 5,133
Milestone Revenues [Member]      
Revenues:      
Total revenues $ 2,800 $ 0 $ 0
v3.20.4
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment [Member]
At-the-Market Offering [Member]
Underwritten Public Offering [Member]
Common Stock [Member]
Common Stock [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Common Stock [Member]
At-the-Market Offering [Member]
Common Stock [Member]
Underwritten Public Offering [Member]
Additional Paid-in Capital [Member]
Additional Paid-in Capital [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Additional Paid-in Capital [Member]
At-the-Market Offering [Member]
Additional Paid-in Capital [Member]
Underwritten Public Offering [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Other Comprehensive Income [Member]
At-the-Market Offering [Member]
Accumulated Other Comprehensive Income [Member]
Underwritten Public Offering [Member]
Accumulated Deficit [Member]
Accumulated Deficit [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accumulated Deficit [Member]
At-the-Market Offering [Member]
Accumulated Deficit [Member]
Underwritten Public Offering [Member]
Beginning Balance at Dec. 31, 2017 $ 109,842       $ 54       $ 755,526       $ 343       $ 646,081      
Beginning Balance, shares at Dec. 31, 2017         53,960,832                              
Exercise of stock options, value 3,173       $ 1       3,172       0       0      
Exercise of stock options, shares         422,819                              
Issuance under Employee Stock Purchase Plan, value 928       $ 0       928       0       0      
Issuance under Employee Stock Purchase Plan, shares         144,822                              
Vesting of restricted stock units, net of taxes withheld, value (866)       $ 0       (866)       0       0      
Vesting of restricted stock units, net of taxes withheld, shares         189,433                              
Issuance of warrants 182       $ 0       182       0       0      
Stock-based compensation 9,761       0       9,761       0       0      
ASC 606 Adoption (ASC 606 [Member]) at Dec. 31, 2017   $ 9,046       $ 0       $ 0       $ 0       $ 9,046    
Other comprehensive loss 157       0       0       157       0      
Net loss (106,289)       0       0       0       (106,289)      
Ending Balance at Dec. 31, 2018 25,934       $ 55       768,703       500       (743,324)      
Ending Balance, shares at Dec. 31, 2018         54,717,906                              
Exercise of stock options, value 1,017       $ 0       1,017       0       0      
Exercise of stock options, shares         131,909                              
Issuance of common stock, net of issuance costs, value     $ 36,214       $ 4       $ 36,210       $ 0       $ 0  
Issuance of common stock, net of issuance costs, shares             3,984,849                          
Issuance under Employee Stock Purchase Plan, value 1,108       $ 0       1,108       0       0      
Issuance under Employee Stock Purchase Plan, shares         172,113                              
Vesting of restricted stock units, net of taxes withheld, value (732)       $ 0       (732)       0       0      
Vesting of restricted stock units, net of taxes withheld, shares         165,347                              
Issuance of warrants 185       $ 0       185       0       0      
Equity component of convertible notes 49,477       0       49,477       0       0      
Capped call options associated with convertible notes (13,386)       0       (13,386)       0       0      
Stock-based compensation 10,759       0       10,759       0       0      
Other comprehensive loss 179       0       0       179       0      
Net loss (121,692)       0       0       0       (121,692)      
Ending Balance at Dec. 31, 2019 (10,937)       $ 59       853,341       679       (865,016)      
Ending Balance, shares at Dec. 31, 2019         59,172,124                              
Exercise of stock options, value 7,611       $ 1       7,610       0       0      
Exercise of stock options, shares         943,505                              
Exercise of warrants, value 0       $ 0       0       0       0      
Exercise of warrants, share         104,890                              
Claims settlement under Section 16(b) 2,151       $ 0       2,151       0       0      
Issuance of common stock, net of issuance costs, value       $ 188,883       $ 8       $ 188,875       $ 0       $ 0
Issuance of common stock, net of issuance costs, shares               8,385,417                        
Issuance of common stock upon private placement, value 36,437       $ 2       36,435       0       0      
Issuance of common stock upon private placement, shares         2,000,000                              
Issuance under Employee Stock Purchase Plan, value 1,509       $ 0       1,509       0       0      
Issuance under Employee Stock Purchase Plan, shares         134,684                              
Vesting of restricted stock units, net of taxes withheld, value (2,255)       $ 0       (2,255)       0       0      
Vesting of restricted stock units, net of taxes withheld, shares         274,563                              
Issuance of warrants 184       $ 0       184       0       0      
Stock-based compensation 17,620       0       17,620       0       0      
ASC 606 Adoption (ASC 606 [Member]) at Dec. 31, 2019 (865,016)                                      
Other comprehensive loss (530)       0       0       (530)       0      
Net loss (127,290)       0       0       0       (127,290)      
Ending Balance at Dec. 31, 2020 $ 113,383       $ 70       $ 1,105,470       $ 149       $ (992,306)      
Ending Balance, shares at Dec. 31, 2020         71,015,183                              
v3.20.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Cash flows from operating activities:      
Net loss $ (127,290) $ (121,692) $ (106,289)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Non-cash interest expense on liability related to sale of future royalties 22,792 20,737 17,767
Non-cash stock-based compensation expense 17,620 10,759 9,761
Depreciation and amortization of property and equipment 1,831 1,293 1,239
Gain on investment, net (573) 0 0
Interest receivable and amortization on investments (1,194) (2,587) (1,677)
Non-cash interest expense related to debt 6,640 919 920
Changes in operating assets and liabilities:      
Accounts receivable 743 (2,932) (1,119)
Contract assets 0 4,554 5,154
Prepaid and other current assets (2,183) (3,862) 1,817
Operating lease right-of-use assets and other assets 1,242 3,552 0
Accounts payable (110) 4,396 (1,490)
Accrued and other liabilities 7,117 (2,168) (2,063)
Contract liabilities 0 0 (18,750)
Operating lease liabilities (4,692) (3,876) 0
Deferred revenue 87,000 0 (6,485)
Net cash provided by (used in) operating activities 8,943 (90,907) (101,215)
Cash flows from investing activities:      
Purchases of investments (435,825) (277,883) (240,224)
Maturities of investments 247,301 202,599 246,232
Sales of investments 3,061 3,196 0
Purchases of property and equipment (11,052) (2,619) (889)
Sales of property and equipment 0 0 14
Net cash (used in) provided by investing activities (196,515) (74,707) 5,133
Cash flows from financing activities:      
Proceeds from public offerings of common stock, net of discounts, commissions and offering cost 188,883 0 0
Proceeds from private placement, net 36,225 0 0
Proceeds from issuance under Employee Stock Purchase Plan 1,509 0 0
Proceeds from stock-based award activities, net 5,356 1,393 3,234
Claims settlement under Section 16(b) 2,151 0 0
Net proceeds from long-term debt, net of debt discount and issuance costs 0 1,710 9,898
Net proceeds from convertible notes, net of debt discount and issuance costs 0 133,860 0
Issuance of common stock under at-the-market offering, net of issuance costs 0 36,214 0
Purchase of capped call options associated with convertible notes 0 (13,386) 0
Net cash provided by financing activities 234,124 159,791 13,132
Net increase (decrease) in cash and cash equivalents 46,552 (5,823) (82,950)
Cash and cash equivalents, beginning of period 36,433 42,256 125,206
Cash and cash equivalents, end of period 82,985 36,433 42,256
Supplemental cash flow disclosures:      
Cash paid for interest 9,620 4,059 2,877
Right-of-use assets recognized in exchange for lease obligations $ 1,106 $ 10,687 $ 0
v3.20.4
Organization and Accounting Policies
12 Months Ended
Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Accounting Policies

Note 1 — Organization and Accounting Policies

Organization

Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. We are a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions.

Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of $992.3 million since inception and there can be no assurance that we will attain profitability. We had a net loss of $127.3 million and net cash provided by operations of $8.9 million for the year ended December 31, 2020. Cash, cash equivalents and investments increased to $501.0 million as of December 31, 2020 from $267.8 million as of December 31, 2019. We anticipate that we will have operating losses and net cash outflows in future periods.

We are subject to risks common to late stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sale of future royalties, debt financing arrangements, government grants and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. As a result, we may choose to raise additional capital through equity or debt financings to continue to fund operations in the future. We cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current status of our research and development plans, we believe that our existing cash, cash equivalents and investments will be sufficient to fund our cash requirements for at least the next 12 months after the issuance of the consolidated financial statements. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The consolidated financial statements include the accounts of Cytokinetics, Incorporated and its wholly-owned subsidiary and have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform the prior period presentation to the current year.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, investments, and accounts receivable.

Our cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits.

Our exposure to credit risk associated with non-payment is limited to our strategic partners Amgen Inc. (“Amgen”), Astellas Pharma Inc. (“Astellas”) and Ji Xing Pharmaceuticals Limited (“Ji Xing”) and any material non-payment from our partners would result in a material breach of the agreements underlying our strategic partnerships.

Drug candidates we develop may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies prior to commercial sales. There can be no assurance that our drug candidates will receive any of the required approvals or clearances. If we were to be denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

Investments

Available-for-sale investments.  Our investments consist of U.S. Treasury securities, agency bonds, commercial paper, corporate debt and money market funds. We designate all investments as available-for-sale and report them at fair value, based on quoted market prices, with unrealized gains and losses recorded in accumulated other comprehensive income and loss. The cost of securities sold is based on the specific-identification method. Investments with original maturities greater than three months and remaining maturities of one year or less are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in Interest and other income, net. Recognized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in Interest and other income, net. Interest and dividends on securities classified as available-for-sale are included in Interest and other income, net.

All of our available-for-sale investments are subject to a periodic impairment review. If an impairment is the result of a credit loss, we recognize an allowance for credit losses (“ACL”). ACL’s reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. We recognize an impairment charge when a decline in the fair value of investments below the cost basis is judged to be other-than-temporary. Factors we consider in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we have the intent and ability to hold the investment to maturity. When we determine that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three years for computer equipment and software, five years for laboratory equipment and office equipment, and seven years for furniture and fixtures. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, typically ranging from three to seven years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations.

Impairment of Long-lived Assets

We review long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Impairment is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are materially less than its carrying amount.

Leases

We adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) on January 1, 2019 using the modified retrospective approach. In adopting Topic 842, we recognized a right-of-use asset and a short-term and long-term lease liability on our consolidated balance sheets for our existing facilities leases with Britannia Pointe Grand Limited Partnership (the “Britannia Leases”). The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. We determined the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. In determining the present value of lease payments, we estimated our incremental borrowing rate based on information available when we adopted Topic 842. We base the Britannia Leases liability on the present value of remaining lease payments over the remaining terms of the Britannia Leases, using an estimated rate of interest that we would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. We evaluated our other contracts and determined that, except for the Britannia Leases, none of our contracts contained a lease as defined in Topic 842.

We elected the package of practical expedients permitted under the transition guidance within Topic 842, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019. We also elected to exclude from our consolidated balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for Britannia Leases.

We recorded a lease liability of $10.7 million and a corresponding right-of-use asset of $9.6 million upon adoption of the new lease standard on January 1, 2019.

We recognize rent expense for operating leases on a straight-line basis over the lease term in operating expenses on the consolidated statements of operations.

Prior period amounts continue to be reported in accordance with our historic accounting under previous lease guidance, ASC 840, Leases (“Topic 840”).

Revenue Recognition

We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration for those goods or services. To recognize revenue from a contract with a customer, we:

 

(i)

identify our contracts with our customers;

 

(ii)

identify our distinct performance obligations in each contract;

 

(iii)

determine the transaction price of each contract;

 

(iv)

allocate the transaction price to the performance obligations; and

 

(v)

recognize revenue as we satisfy our performance obligations.

At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Collaborative Arrangements

We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; and (iv) research and development cost reimbursements. Each of these payments results in collaboration or other revenues. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied.

As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The stand-alone selling price may include such items as, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, to determine the transaction price to allocate to each performance obligation.

For our collaboration agreements that include more than one performance obligation, such as a license combined with a commitment to perform research and development services, we make judgments to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate our progress each reporting period and, if necessary, adjust the measure of a performance obligation and related revenue recognition.

License Fees: If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Milestone Payments: We use judgment to determine whether a milestone is considered probable of being reached. Using the most likely amount method, we include the value of a milestone payment in the consideration for a contract at inception if we then conclude achieving the milestone is more likely than not. Otherwise, we exclude the value of a milestone payment from contract consideration at inception and recognize revenue for a milestone at a later date, when we judge that it is probable the milestone will be achieved. If we conclude it is probable that a significant revenue reversal would not occur, the associated milestone is included in the transaction price. We then allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment.

Royalties: For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. To date, we have not recognized any royalty revenues resulting from contracts.

Research and Development Cost Reimbursements: Our joint programs with Astellas under that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020, as amended (the “Astellas OSSA Agreement”), and with Amgen under that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”), include promises of research and development services. We have determined that these services collectively are distinct from the licenses provided to Astellas and Amgen under such agreements, and as such, these promises are accounted for as a separate performance obligation recorded over time. We recognize revenue for these services as the performance obligations are satisfied, which we estimate using internal research and development costs incurred.

Accrued Research and Development Expenditures

A substantial portion of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations (“CROs”) and other vendors and our accruals for expenses for preclinical studies and clinical trials may be significant. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, milestones achieved and percentage of work completed to date. We monitor patient enrollment levels and related activities to the extent practicable through internal reviews, correspondence and status meetings with CROs, and review of contractual terms. We depend on the timeliness and accuracy of data provided by our CROs and other vendors to accrue expenses. If we receive and rely on incomplete or inaccurate data, accruals and expenses may be too high or too low at a given point in time and corresponding adjustments to accruals and expenses would be made in future periods when the actual expense becomes known.

Liability Related to Sale of Future Royalties

We treat our liability to RPI Finance Trust (“RPI”) related to sale of future royalties under that certain Royalty Purchase Agreement, dated February 1, 2017 (the “RPI Royalty Purchase Agreement”) pursuant to which we sold a portion of our right to receive royalties from Amgen on potential net sales of omecamtiv mecarbil as a debt financing, to be amortized under the effective interest rate method over the life of the related royalty stream.

Our liability to RPI related to sale of future royalties under the RPI Royalty Purchase Agreement (the “RPI Liability”) and related amortization are based on our current estimates of future royalties expected to be paid over the life of the arrangement. Concurrently with our entry into the RPI Royalty Purchase Agreement, we entered into a common stock purchase agreement with RPI. We allocated the consideration and issuance costs on a relative fair value basis to the RPI Liability and the common stock.

The RPI Royalty Purchase Agreement further provides that in the event Amgen elects to terminate the Amgen Agreement, we are obliged to enter into an agreement with RPI to preserve RPI’s rights under the RPI Royalty Purchase Agreement, which includes the payment by Cytokinetics of 4.5% of its worldwide net sales of omecamtiv mecarbil and other compounds with the same mechanism of action as omecamtiv mecarbil that are subject to the Amgen Agreement (together the “Amgen Alliance Compounds”), subject to a potential increase of up to an additional 1% under certain circumstances (delay in US marketing approval). Our obligation to enter into a new agreement with RPI does not impact our accounting treatment of the RPI Liability or our estimates.

The RPI Liability will be recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RPI Liability.

We will periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent our future estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, we will adjust the amortization of the RPI Liability related to sale of future royalties and prospectively recognize the related non-cash interest expense. We have updated the analysis to include the data released on October 8, 2020 relating to GALACTIC-HF. Our estimates regarding the amount and timing of future royalty payments have not changed as a result of Amgen’s election to terminate the Amgen Agreement or Servier’s election to terminate the sublicense agreement (the “Servier Agreement”) between Amgen and Les Laboratoires Servier and Institut de Recherches Internationales Servier (“Servier”) respectively.

We account for the RPI Liability, as a liability primarily because we have significant continuing involvement in generating the royalty stream. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI as a decrease to the RPI Liability and a corresponding reduction in cash.

Research and Development Expenditures

Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of clinical manufacturing costs, preclinical study expenses, consulting and other third-party costs, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment.

Income Taxes

We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

We recognize uncertain tax positions taken or expected to be taken on a tax return. Tax positions are initially recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is more likely than not of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of Topic 740, Income Taxes, to help simplify and promote consistent application of US GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 in 2019 and it did not have a material impact on the Consolidated Financial Statements.

The only aspect of ASU 2019-12 that had a material impact on our consolidated financial statements was the removal of the exception related to intraperiod tax allocation. Starting in 2019, we followed the general intraperiod allocation of tax expense. We have a loss from continuing operations and subsequent to the adoption of ASU 2019-12, we determined the amount attributable to continuing operations without regard to the tax effect of other items. We prospectively applied the ASU 2019-12 amendment related to intraperiod tax allocation.

Had the Company not adopted ASU 2019-12, upon issuance of the convertible notes in 2019 (see Note 6 – Debt) a $12.0 million deferred tax benefit would have been recognized along with corresponding decreases to net loss and accumulated deficit. The Company had no intraperiod tax allocation items in prior years.

Due to our net loss position, the income tax benefit generated without the adoption of ASU 2019-12 was a non-cash benefit. The adoption of ASU 2019-12 did not impact our cash flows.

Stock-Based Compensation

We maintain equity incentive plans under which incentive stock options may be granted to employees and nonqualified stock options, restricted stock awards, restricted stock units and stock appreciation rights may be granted to employees, directors, consultants and advisors. In addition, we maintain an employee stock purchase plan (“ESPP”) under which employees may purchase shares of our common stock through payroll deductions.

Stock-based compensation expense related to stock options granted to employees and directors is recognized based on the grant date estimated fair values using the Black Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period.

Stock-based compensation expense related to restricted stock units granted to employees is recognized based on the grant-date fair value of each award and recorded as expense over the vesting period using the ratable method.

Stock-based compensation expense related to the ESPP is recognized based on the fair value of each award estimated on the first day of the offering period using the Black Scholes option pricing model and recorded as expense over the service period using the straight-line method.

Amortization of Debt Discount and Issuance Costs

Debt discount and issuance costs, consisting of legal and other fees directly related to the debt as well as the discount created by the bifurcation of the equity component and the debt component of the convertible senior notes due 2026 (the “2026 Notes”), are offset against gross proceeds from the issuance of debt and are amortized to interest expense over the estimated life of the debt based on the effective interest method.

Recent Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. ASU 2016-13 also eliminates the concept of “other-than-temporary” impairment when evaluating available-for-sale debt securities and instead focuses on determining whether any impairment is a result of a credit loss or other factors. An entity will recognize an allowance for credit losses on available-for-sale debt securities rather than an other-than-temporary impairment that reduces the cost basis of the investment. ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019. We adopted ASU 2016-13 as of January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which expands the scope of costs associated with cloud computing arrangements that must be capitalized. Under the new guidance, costs associated with implementing a cloud computing arrangement that is a service contract must be capitalized and expensed over the term of the hosting arrangement. This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU 2018-15 on January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASU 2018-18”), which makes targeted improvements to clarify the interaction between Topic 808, Collaborative Arrangements, and Topic 606, Revenue from Contracts with Customers. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We adopted ASU 2018-18 on January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In November 2019, the FASB issued ASU 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements-Share-Based Consideration Payable to a Customer, which requires that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award. We have adopted ASU 2019-08 as of January 1, 2020 and the adoption did not have any impact on the Consolidated Financial Statements.

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 (“ASU 2020-04’). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden associated with the expected market transition from the London Inter-Bank Offer Rate ("LIBOR") to alternative reference rates. Companies can apply ASU 2020-04 immediately, however the guidance will only be available until December 31, 2022. The Company’s term loan utilizes LIBOR as the reference rate and we are currently evaluating the impact that adopting this new accounting standard will have on our Consolidated Financial Statements and related 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 (“ASU 2020-06”). ASU 2020-06 amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related earnings per share guidance. ASU 2020-06 will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact that adopting this new accounting standard will have on our Consolidated Financial Statements and related disclosures.

v3.20.4
Net Loss Per Share
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Net Loss Per Share

Note 2 — Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common shares, including outstanding stock options, unvested restricted stock, warrants, convertible preferred stock and shares issuable under our ESPP, during the period using the treasury stock method and convertible notes using the if-converted method.

The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands):

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Options to purchase common stock

 

 

8,510

 

 

 

7,759

 

 

 

5,476

 

Warrants to purchase common stock

 

 

48

 

 

 

165

 

 

 

116

 

Restricted stock and performance units

 

 

1,117

 

 

 

839

 

 

 

547

 

Shares issuable related to the ESPP

 

 

12

 

 

 

27

 

 

 

107

 

Shares issuable upon conversion of convertible notes

 

 

16,675

 

 

 

16,675

 

 

 

 

Total shares

 

 

26,362

 

 

 

25,465

 

 

 

6,246

 

 

v3.20.4
Research and Development Arrangements
12 Months Ended
Dec. 31, 2020
Research And Development [Abstract]  
Research and Development Arrangements

Note 3 — Research and Development Arrangements

Our contract assets changed during the period, as follows (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Contract asset from the 2016 Astellas Amendment

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 

 

$

4,554

 

 

$

9,708

 

Services performed

 

 

 

 

 

 

 

 

11,713

 

Cash received for services

 

 

 

 

 

(4,554

)

 

 

(16,867

)

Balance at end of period

 

$

 

 

$

 

 

$

4,554

 

 

Amgen

We and Amgen continue activities related to novel small molecule therapeutics, including omecamtiv mecarbil, that activate cardiac muscle contractility for potential applications in the treatment of heart failure under the Amgen Agreement.      

On November 23, 2020, we announced that Amgen has elected to terminate the Amgen Agreement and thereby end its collaboration with Cytokinetics, effective May 20, 2021, and Amgen intends to transition development and commercialization rights for omecamtiv mecarbil and CK-136 (formerly known as AMG 594) to Cytokinetics.

On December 23, 2020, we announced that Amgen notified us that Servier elected to terminate the Servier Agreement. The termination is effective as of March 18, 2021, after which all development, commercialization and other rights with respect to omecamtiv mecarbil previously granted by Amgen to Servier will revert to Amgen.

Omecamtiv mecarbil is an investigational cardiac myosin activator, developed for the potential treatment of heart failure with reduced ejection fraction (“HFrEF”), and was recently studied in GALACTIC-HF (Global Approach to Lowering Adverse Cardiac Outcomes Through Improving Contractility in Heart Failure), a positive Phase 3 cardiovascular outcomes clinical trial, and is the subject of an ongoing Phase 3 clinical trial, METEORIC-HF (Multicenter Exercise Tolerance Evaluation of Omecamtiv Mecarbil Related to Increased Contractility in Heart Failure), a Phase 3 clinical trial intended to evaluate the potential of omecamtiv mecarbil to increase exercise performance. CK-136, a novel mechanism cardiac troponin activator, was recently studied in a Phase 1 clinical study.

We recognize research and development revenue for reimbursements from Amgen of both internal costs of certain full-time employee equivalents and other costs related to the Amgen Agreement, which will terminate effective as of May 20, 2021. Research and development revenue from Amgen of $10.0 million in 2020, $13.8 million in 2019 and $1.9 million in 2018 consists of reimbursement of costs we incurred related to METEORIC-HF.

We had accounts receivable of $1.7 million from Amgen as of December 31, 2020 and $3.3 million as of December 31, 2019.

Astellas

Our strategic alliance with Astellas to advance novel therapies for diseases and medical conditions associated with muscle impairment and weakness commenced in 2013 under the License and Collaboration Agreement, dated June 21, 2013 between the parties (the “Astellas Agreement”).

In 2014, we and Astellas amended and restated the Astellas Agreement (the “2014 Astellas Amendment”) and expanded the objective of the collaboration to include spinal muscular atrophy (“SMA”) and potentially other neuromuscular indications for reldesemtiv and other fast skeletal muscle troponin activators (“FSTAs”). License revenues in 2018 related to our performance obligations under the 2014 Astellas Amendment. In 2018, we completed all our deliverables for the 2014 Astellas Amendment.

In 2016, we and Astellas amended the Astellas Agreement (the “2016 Astellas Amendment”) to expand the collaboration to include the development of reldesemtiv for the potential treatment of amyotrophic lateral sclerosis (“ALS”), as well as the possible development in ALS of other FSTAs previously licensed by us to Astellas, and Astellas paid us a $35.0 million non-refundable upfront amendment fee and an accelerated $15.0 million milestone payment for the initiation of the first Phase 2 clinical trial of reldesemtiv in ALS that was otherwise provided for in the Astellas Agreement, as if such milestone had been achieved upon the execution of the 2016 Astellas Amendment, and committed research and development consideration of $44.2 million, for total consideration of $94.2 million.

On April 23, 2020, we and Astellas entered into the two agreements referenced below which, taken together, amend and restate the Company’s research, development and commercialization collaboration with Astellas under the Astellas Agreement.

Fast Skeletal Regulatory Activator Agreement

The Company and Astellas entered into that certain Fast Skeletal Regulatory Activator Agreement, dated April 23, 2020 (the “Astellas FSRA Agreement”). As a result of the Astellas FSRA Agreement, the Company will now have exclusive control and responsibility for the Company's future development and commercialization of reldesemtiv, CK-601 and other fast skeletal regulatory activator (collectively “FSRA”) compounds and products, and accordingly, Astellas has agreed to terminate its license to all FSRA compounds and related products.

Under the Astellas FSRA Agreement, Astellas has agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s potential Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million. In addition, Astellas has agreed to non-cash contributions to the Company, which include the transfer of its existing inventories of active pharmaceutical ingredient of reldesemtiv and CK-601. Astellas has also agreed to the continued conduct of ongoing stability studies pertaining to such existing inventories of active pharmaceutical ingredient, at Astellas’ cost. In exchange, the Company will pay Astellas a low- to mid- single digit royalty on sales of reldesemtiv in the United States, Canada, United Kingdom and the European Union until the later of (i) ten years following the first commercial sale of such product in a major market country, or (ii) December 31, 2034, subject to certain royalty reduction provisions. The Company would not owe Astellas royalties on sales of reldesemtiv in any other country, or on the sale of any FSRA compounds or related products other than reldesemtiv.

License and Collaboration Agreement for Other Skeletal Sarcomere Activators

Under the Astellas OSSA Agreement, we are eligible to receive additional research and early and late stage development milestone payments for research and clinical milestones, including the initiation of certain clinical studies, the submission of an application for marketing authorization for a drug candidate to certain regulatory authorities and the commercial launch of collaboration products, which could total up to $250.0 million, except under certain scenarios. Additionally, $200.0 million in commercial milestones could be received under the Astellas OSSA Agreement provided certain sales targets are met. We are eligible to receive $1.0 million in research milestone payments under this collaboration for each future potential drug candidate. Due to the nature of drug development, including the inherent risk of development and approval of drug candidates by regulatory authorities, it is not possible to estimate if and when these milestone payments could be achieved or become due.

We continue to recognize research revenue for reimbursements from Astellas of internal costs of certain full-time employee equivalents, supporting collaborative research and development programs, and of other costs related to those programs.

License revenues and research and development revenues from Astellas for 2020, 2019 and 2018 were as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

License revenues

 

$

 

 

$

 

 

$

5,133

 

Reimbursements

 

 

6,555

 

 

 

13,106

 

 

 

22,253

 

Milestone fees

 

 

 

 

 

 

 

 

2,000

 

 

 

$

6,555

 

 

$

13,106

 

 

$

29,386

 

 

We had accounts receivable from Astellas of $2.7 million as of December 31, 2020 and $1.9 million as of December 31, 2019.

RTW Transactions

On July 14, 2020, we entered into a series of transactions as described below with RTW Royalty Holdings Designated Activity Company (“RTW Royalty Holdings”) and Ji Xing, related to Cytokinetics’ proprietary small molecule cardiac myosin inhibitor product referred to as CK-3773274 (“CK-274”), a novel cardiac myosin inhibitor, and other assets (together, the “RTW Transactions”). The RTW Transactions include entering into a licensing and collaboration agreement with Ji Xing, the sale of Cytokinetics common stock to the RTW Investors (as defined below), an agreement to sell to RTW Royalty Holdings our interest in certain future royalties on net sales of products containing the compound mavacamten that is being developed by Bristol-Myers Squibb Company (formerly by MyoKardia, Inc.), and the ability for the Company to obtain additional funding in the future from RTW Royalty Holdings, upon the achievement of certain clinical trial milestones, in exchange for future royalty payments as further discussed below. As a result, we have or expect to receive a combination of committed capital, funding and sale proceeds from the RTW Investors, RTW Royalty Holdings and Ji Xing.

The RTW Transactions were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were three units of accounting in the RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820, Fair Value Measurement, and ASC 606, Revenue from Contracts with Customers, as follows (in thousands):

 

 

 

Allocated

Consideration

 

Units of Accounting:

 

 

 

 

License and collaboration (residual)

 

$

36,501

 

Royalty (fair value)

 

 

87,000

 

Common stock (fair value)

 

 

36,499

 

Total consideration

 

$

160,000

 

 

License and Collaboration Agreement

We entered into a License and Collaboration Agreement (the “Ji Xing License Agreement”) with Ji Xing, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize CK-274 in People’s Republic of China (including the Hong Kong SAR and Macau SAR) (together “China”) and Taiwan. Under the terms of the Ji Xing License Agreement, we received from Ji Xing a nonrefundable upfront payment of $25.0 million. We may be eligible to receive from Ji Xing milestone payments totaling up to $200.0 million for the achievement of certain development and commercial milestone events in connection to CK-274 in the field of obstructive hypertrophic cardiomyopathy (“oHCM”) and/or non-obstructive hypertrophic cardiomyopathy (“nHCM”) and other indications. In addition, Ji Xing will pay us tiered royalties in the low-to-high teens range on the net sales of the products containing CK-274 in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

Ji Xing will be responsible for the development and commercialization of CK-274 at its own cost and is required to use diligent efforts to develop and commercialize CK-274 in China and Taiwan. The development of CK-274 will be initially focused on hypertrophic cardiomyopathy, and Ji Xing will have the opportunity to participate in Cytokinetics’ global pivotal clinical trials of CK-274. Cytokinetics or a designated supplier will supply CK-274 to Ji Xing either as a finished product or as an active pharmaceutical ingredient.

The Ji Xing License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Ji Xing has the right to terminate the Ji Xing License Agreement for convenience. Each party may terminate the Ji Xing License Agreement for the other party’s uncured material breach, insolvency, or failure to perform due to extended force majeure events. Cytokinetics may also terminate the Ji Xing License Agreement if Ji Xing challenges Cytokinetics’ patents or undergoes certain change of control transactions. Rights granted to Ji Xing in relation to CK-274 will revert to Cytokinetics upon termination, and, under certain circumstances, subject to a low single digit royalty payment by the Company to Ji Xing on the net sales of the products containing the compound CK-274 in China and Taiwan.

License revenues and milestone revenues for 2020, 2019 and 2018 were as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

License revenues

 

$

36,501

 

 

$

 

 

$

 

Milestone revenues

 

 

2,500

 

 

 

 

 

 

-

 

 

 

$

39,001

 

 

$

 

 

$

 

 

We assessed this arrangement in accordance with ASC 606 and concluded that there is one performance obligation relating to the license of functional intellectual property. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $36.5 million for 2020. Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the initial transaction price.

The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales- and usage-based royalty exception as these amounts have been determined to relate predominantly to the license.

We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

We earned a $2.5 million milestone from Ji Xing as of December 31, 2020 for the first patient dosed in Cohort 2 of REDWOOD-HCM (Randomized Evaluation of Dosing With CK-274 in Obstructive Outflow Disease in HCM). We determined recognition of the milestone during 2020 based on clinical trial progress. Our determination that we expected to earn the $2.5 million milestone resulted in a change in the overall transaction price of the collaboration agreement, as it was probable that a significant reversal of cumulative revenue would not occur. A corresponding contract asset was recorded in other current assets in our consolidated balance sheet as of December 31, 2020.

Royalty Purchase Agreement

We entered into a Royalty Purchase Agreement (the “RTW Royalty Purchase Agreement”) with RTW Royalty Holdings, pursuant to which we sold our right to receive certain payments on the net sales of products containing the compound mavacamten, a cardiac myosin inhibitor (the “Mavacamten Royalty”), under the Research Collaboration Agreement, dated August 24, 2012, between us and MyoKardia, Inc. to RTW Royalty Holdings for a one-time payment of $85.0 million. The RTW Royalty Purchase Agreement transaction closed on November 13, 2020.

We accounted for the sale of our rights to the Mavacamten Royalty as deferred revenue under ASC 470, Debt, since the arrangement is a sale of our future right to receive royalties and not a sale of the underlying patents or related intangibles. Further, we do not have any significant continuing involvement in the further development, commercialization or sale of mavacamten, the one-time payment is not required to be paid back to RTW Royalty Holdings, the investor’s return is not limited and will be driven by net sales, and RTW Royalty Holdings does not have any recourse to the Company’s assets.

The allocation of the consideration for the RTW Transactions resulted in $87.0 million being allocated to the RTW Royalty Purchase Agreement representing its fair value. The fair value was determined using an income approach method based on management’s estimates of the discounted cash flows to be received over the term of the related royalty agreement, which are Level 3 fair value inputs. Management’s estimates included significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, and timing of the expected launch. The $87.0 million recorded as deferred revenue will be amortized using the units-of-revenue method.

We will recognize revenue related to the sale of the Mavacamten Royalty using the units-of-revenue method. Under the units-of-revenue method, the revenue to be recognized for a period is calculated by computing a ratio of the Mavacamten Royalty paid to RTW Royalty Holdings for a given period to the total payments expected to be made to RTW Royalty Holdings over the term of the agreement, and then applying that ratio to the period's cash payment. We will record any adjustments due to changes in the underlying royalties on a cumulative catch-up basis.

Common Stock Purchase Agreement

On July 14, 2020, we entered into Common Stock Purchase Agreements (each, a “CSPA”) with each of RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited (collectively, the “RTW Investors”). The CSPAs provided for the sale and issuance of an aggregate of 2.0 million shares of common stock of Cytokinetics (the “Shares”) at a price per share of $25.00 and an aggregate purchase price of $50.0 million. The closing occurred on July 14, 2020. The RTW Investors have agreed to certain trading and other restrictions with respect to the Shares, including a restriction on sales or other transfers of the Shares, subject to certain exceptions, for a period of two years from the closing date, which period will be extended if certain conditions are met. The restrictions resulted in a premium paid by RTW investors of $13.5 million which represents the excess amount paid over the fair value of the Shares. The premium was determined by analyzing the holding period discount applied to the 30-day average stock price as of July 14, 2020, which is a Level 2 fair value inputs. The cash received less the calculated premium is the $36.5 million fair value of the common stock recorded.

Funding Agreement

We entered into a Funding Agreement (the “Funding Agreement”) with RTW Royalty Holdings. Pursuant to the Funding Agreement, RTW Royalty Holdings has committed to provide up to $90.0 million (the “Funding Commitment”) to fund our development and commercialization of CK-274 in nHCM and oHCM. Half of the Funding Commitment will be available, at our option, if certain clinical trial milestones of CK-274 for oHCM are achieved by January 14, 2023, and the remaining $45.0 million of the Funding Commitment will be available, at our option, if certain clinical trial milestones of CK-274 for nHCM are achieved by January 14, 2024. If we develop CK-274 in another indication, we will negotiate an additional funding commitment from RTW to fund our development and commercialization of CK-274 in such other indication (other than oHCM or nHCM).

In exchange for the Funding Commitment and upon receipt of such funding from RTW Royalty Holdings, we have agreed to make payments to RTW Royalty Holdings equal to 2%, if RTW Royalty Holdings funds $45.0 million of the Funding Commitment, or 4%, if RTW Royalty Holdings funds the full $90.0 million of the Funding Commitment, in each case in respect of net sales of CK-274 by us and any of our licensees in the United States, the European Union, Switzerland, the United Kingdom and certain other countries in Europe (collectively referred to as the “CK-274 Territory”). In addition, should we exercise our option draw borrowings pursuant to the Funding Agreement, such agreement contains certain covenants applicable to us, including, among other things, development and commercialization diligence obligations in connection to the CK-274 Territory, use of proceeds, reporting and encumbrances. There are no performance obligations related to the Funding Agreement, as access to the Funding Commitment is at the option of the Company and based upon the achievement of certain development milestones.

The Funding Agreement contains customary conditions to disbursement, which may include the consent of our Lenders at the time of disbursement. On July 16, 2020, we entered into an amendment to the Term Loan Agreement, which permits, subject to entry into an intercreditor agreement between Oxford (as security agent for the Lenders) and RTW Royalty Holdings in form and substance reasonably satisfactory to the Lenders and RTW Royalty Holdings, the draw of funding under the Funding Agreement and the grant of a security interest to RTW Royalty Holdings in the intellectual property located in the United States and accounts receivable related to CK-274 thereunder.

The Company granted RTW Royalty Holdings a security interest in all of its rights, title and interest in, to certain intellectual property, accounts receivable and any proceeds from such collateral. The security interest will automatically terminate when total net payments made to RTW Royalty Holdings exceed a certain agreed threshold.

v3.20.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 4 — Fair Value Measurements

We value our financial assets and liabilities at fair value, defined as the price that would be received for assets when sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

We primarily apply the market approach for recurring fair value measurements and endeavors to utilize the best information reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of fair value.

We classify fair value based on the observability of those inputs using a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement):

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed valuation models.

Fair Value of Financial Assets

The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands):

 

 

December 31, 2020

 

 

 

Fair Value Hierarchy Level

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Fair

Value

 

Money market funds

 

Level 1

 

$

80,050

 

 

$

 

 

$

 

 

$

80,050

 

U.S. Treasury securities

 

Level 1

 

 

274,407

 

 

 

147

 

 

 

(8

)

 

 

274,546

 

Agency bonds

 

Level 2

 

 

51,581

 

 

 

15

 

 

 

(3

)

 

 

51,593

 

Commercial paper

 

Level 2

 

 

49,500

 

 

 

3

 

 

 

(1

)

 

 

49,502

 

Corporate obligations

 

Level 2

 

 

42,392

 

 

 

7

 

 

 

(11

)

 

 

42,388

 

 

 

 

 

$

497,930

 

 

$

172

 

 

$

(23

)

 

$

498,079

 

 

 

 

December 31, 2019

 

 

 

Fair Value Hierarchy Level

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Fair

Value

 

Money market funds

 

Level 1

 

$

31,535

 

 

$

 

 

$

 

 

$

31,535

 

U.S. Treasury securities

 

Level 1

 

 

134,845

 

 

 

72

 

 

 

(1

)

 

 

134,916

 

Agency bonds

 

Level 2

 

 

47,024

 

 

 

23

 

 

 

(9

)

 

 

47,038

 

Commercial paper

 

Level 2

 

 

10,435

 

 

 

4

 

 

 

 

 

 

10,439

 

Corporate obligations

 

Level 2

 

 

40,426

 

 

 

24

 

 

 

(7

)

 

 

40,443

 

 

 

 

 

$

264,265

 

 

$

123

 

 

$

(17

)

 

$

264,371

 

Interest income was $5.3 million and $4.5 million in 2020 and 2019, respectively.

Investments available for sale exclude an investment in equity classified as a Level 1 investment in our short-term investments with a fair value of $1.0 million and an unrealized gain of $0.3 million at December 31, 2019. As of December 31, 2020, the Level 1 investment had been divested. Unrealized losses were not due to changes in credit risk and we believe investments with an unrealized loss would be held until maturity.

No credit losses on debt securities were recognized in either 2020 or 2019. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The carrying amount of our accounts receivable and accounts payable approximates fair value due to the short-term nature of these instruments.

Fair value of financial liabilities:

As of December 31, 2020 and 2019, the fair value of our term loan approximated its carrying value of $46.2 million and $45.1 million, respectively, because it is carried at a market observable interest rate, which is a Level 2 input (see Note 6 – Debt).

As of December 31, 2020, the estimated fair value of our convertible notes was $638.7 million and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes (see Note 6 – Debt).

As of December 31, 2020 and 2019, the fair value of the RPI Liability related to the sale of future royalties is based on our current estimates of future royalties expected to be paid to RPI, over the life of the arrangement, which are considered Level 3 inputs (see Note 7 – Liability Related to Sale of Future Royalties).

There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.

v3.20.4
Balance Sheet Components
12 Months Ended
Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Balance Sheet Components

Note 5 — Balance Sheet Components

Our property and equipment consisted of (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Property and equipment, net:

 

 

 

 

 

 

 

 

Laboratory equipment

 

$

18,160

 

 

$

18,741

 

Computer equipment and software

 

 

2,940

 

 

 

2,940

 

Office equipment, furniture and fixtures

 

 

1,885

 

 

 

1,823

 

Leasehold improvements

 

 

5,872

 

 

 

5,221

 

Construction in progress

 

 

9,130

 

 

 

 

Total property and equipment

 

 

37,987

 

 

 

28,725

 

Less: Accumulated depreciation and amortization

 

 

(24,641

)

 

 

(24,195

)

 

 

$

13,346

 

 

$

4,530

 

 

Depreciation expense was $1.8 million for 2020 and $1.3 million for 2019.

Our accrued liabilities were (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Accrued liabilities:

 

 

 

 

 

 

 

 

Clinical and preclinical costs

 

$

6,124

 

 

$

2,215

 

Compensation related

 

 

11,787

 

 

 

8,343

 

Other accrued expenses

 

 

1,404

 

 

 

1,565

 

Total accrued liabilities

 

$

19,315

 

 

$

12,123

 

 

We sponsor a 401(k) defined contribution plan covering all employees and contributed $0.9 million and $0.6 million to this plan in 2020 and 2019, respectively.

v3.20.4
Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt

Note 6 — Debt

Term Loan

Prior to May 17, 2019 we maintained a loan and security agreement dated as of October 19, 2015, as amended (the “Original Loan Agreement”) with the Lenders to fund our working capital and other general corporate needs.

On May 17, 2019, we entered into a new loan and security agreement (the “Term Loan Agreement”) with the Lenders for $45.0 million (the “Term Loan”) and terminated the Original Loan Agreement. The proceeds of the Term Loan were used in part to repay in full all of the outstanding term loans under the Original Loan Agreement in an aggregate principal amount of $42.0 million. On November 6, 2019 and November 7, 2019, the Company entered into a First Amendment and a Second Amendment to the Term Loan Agreement. The Term Loan Agreement, as amended, permits the issuance of the Convertible Notes and Capped Call Transactions discussed below. On July 16, 2020, the Company and the Lenders entered into the Third Amendment to the Term Loan Agreement, which amended the Term Loan Agreement to permit (i) the sale of the Mavacamten Royalty under the RTW Royalty Purchase Agreement and (ii) subject to entry into an intercreditor agreement between Oxford (as security agent for the Lenders) and RTW Royalty Holdings in form and substance reasonably satisfactory to the Lenders and RTW Royalty Holdings, permits the draw of funding under the Funding Agreement and the grant of a security interest to RTW Royalty Holdings in the intellectual property located in the United States and accounts receivable related to CK-274.

The Term Loan was accounted for as a debt modification in a non-troubled debt restructuring based on a comparison of the present value of the cash flows under the terms of the debt immediately before and after the effective date of the Term Loan, which resulted in a change of less than 10%. As a result, issuance costs paid to the lender in connection with the Term Loan were recorded as a reduction of the carrying amount of the debt liability and were not significant. Unamortized issuance costs as of the date of the modification were amortized to interest expense over the repayment term of Term Loan.

Both borrowings under the Original Loan Agreement and Term Loan bear interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate. The borrowing under the Original Loan Agreement was repayable in monthly interest-only payments through November 2019 followed by 35 months of monthly payments of interest and principal. The borrowing under the Term Loan is repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for CK-274 in cardiomyopathy and has been extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023. We are required to make a final payment upon loan maturity of 6.00% of the notes payable, which we accrete over the life of the Term Loan. Our obligations under the Term Loan Agreement are secured by substantially all our current and future assets, other than our intellectual property.

Interest expense for the Term Loan was $4.9 million, $5.2 million and $3.8 million for 2020, 2019 and 2018 respectively. As of December 31, 2020, the interest rate applicable to borrowings under the Term Loan was 8.05%.

The Term Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to us and includes customary events of default, including but not limited to the nonpayment of principal or interest, violations of covenants and material adverse changes. Upon an event of default, the Lenders may, among other things, accelerate the loans and foreclose on the collateral. Our obligations under the Term Loan Agreement are secured by substantially all our current and future assets, other than our intellectual property. If the Term Loan becomes subject to mandatory prepayment under these provisions, we are subject to certain prepayment premiums of 3.00% in the first year, 2.00% in the second year and 1.00% in the third year and thereafter. We determined that these contingent prepayment provisions were an embedded component that qualified as a derivative which should be bifurcated from the Term Loan and accounted for separately from the host contract. As of December 31, 2020, the fair value of this embedded derivative was immaterial.

Future minimum payments under the Term Loan Agreement are (in thousands):

 

Years ending December 31:

 

 

 

 

2021

 

 

3,673

 

2022

 

 

25,330

 

2023

 

 

28,079

 

Future minimum payments

 

 

57,082

 

Less: Interest and final payment

 

 

(12,082

)

Term Loan, gross

 

$

45,000

 

 

Convertible Notes

On November 13, 2019, the Company issued $138.0 million aggregate principal amount of 4.0% convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0% per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020. The 2026 Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The 2026 Notes will mature on November 15, 2026, unless earlier repurchased or redeemed by the Company or converted at the option of the holders. The Company may redeem the 2026 Notes prior to the maturity date but is not required to and no sinking fund is provided for the 2026 Notes. The 2026 Notes may be converted, under certain circumstances as described below, based on an initial conversion rate of 94.7811 shares of common stock per $1,000 principal amount (which represents an initial conversion price of $10.55 per share). The conversion rate for the 2026 Notes will be subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change. The Company received approximately $133.9 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the 2026 Notes.

The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate.

The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components. The carrying amount of the liability component of approximately $84.2 million  was calculated by using a discount rate of 12.0%, which was estimated to be the Company’s borrowing rate on the date of the issuance of the notes for a similar debt instrument without the conversion feature. The carrying amount of the equity component of approximately $49.5 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component of the 2026 Notes is included in additional paid-in capital in the consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the 2026 Notes and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes.

Debt issuance costs for the issuance of the 2026 Notes were approximately $5.0 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the 2026 Notes. Transaction costs attributable to the liability component were approximately $3.1 million, were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheet) and are being amortized to interest expense over the term of the 2026 Notes. The transaction costs attributable to the equity component were approximately $1.9 million and were netted with the equity component in stockholders’ equity. As of December 31, 2020, the unamortized debt issuance cost for the 2026 Notes was $2.8 million.

The following table presents the total amount of interest cost recognized relating to the 2026 Notes for 2020 and 2019 (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

Contractual interest expense

 

$

5,520

 

 

$

721

 

Accretion of debt discount

 

 

5,246

 

 

 

673

 

Accretion of debt issuance costs

 

 

52

 

 

 

6

 

Total interest costs recognized

 

$

10,818

 

 

$

1,400

 

 

The effective interest rate on the liability component of the 2026 Notes was 12.5% for the year ended December 31, 2020, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $45.7 million as of December 31, 2020 and will be amortized over approximately 6.0 years.

Capped Call Transactions

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions with one of the underwriters in the offering or its affiliate. The Company used approximately $13.4 million of the net proceeds from the offering of the 2026 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the terms of the capped call transactions at the time of exercise, is greater than the strike price of the capped call transactions (which initially corresponds to the initial conversion price of the 2026 Notes, and is subject to certain adjustments), with such reduction and/or offset subject to a cap initially equal to approximately $14.07 per share (which represents a premium of approximately 70% over the last reported sale price of the Company’s common stock on November 7, 2019), subject to certain adjustments. The capped call transactions are separate transactions, entered into by the Company and are not part of the terms of the 2026 Notes.

Given that the transactions meet certain accounting criteria, the convertible note capped call transactions are recorded in stockholders’ equity, and they are not accounted for as derivatives and are not remeasured each reporting period. As of December 31, 2020, the Company had not purchased any shares under the convertible note capped call transactions.

v3.20.4
Liability Related to Sale of Future Royalties
12 Months Ended
Dec. 31, 2020
Royalty Liability [Abstract]  
Liability Related to Sale of Future Royalties to RPI

Note 7 Liability Related to Sale of Future Royalties to RPI

In February 2017, we entered into the RPI Royalty Purchase Agreement with RPI under which we sold a portion of our right to receive royalties on potential net sales of omecamtiv mecarbil (and potentially other compounds with the same mechanism of action) under the Amgen Agreement to RPI for a payment of $90.0 million, which is non-refundable even if omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPI through which RPI purchased 875,656

shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to the RPI Liability and the common stock, which resulted in the RPI Liability being initially recognized at $92.3 million.

The RPI Royalty Purchase Agreement further provides that in the event Amgen elects to terminate the Amgen Agreement, we are obliged to enter into an agreement with RPI to preserve RPI’s rights under the RPI Royalty Purchase Agreement, which includes the payment by Cytokinetics of 4.5% of its worldwide net sales of omecamtiv mecarbil and other Amgen Alliance Compounds, subject to a potential increase of up to an additional 1% under certain circumstances (delay in US marketing approval). Our obligation to enter into a new agreement with RPI does not impact our accounting treatment of the RPI Liability or our estimates.

We account for the RPI Liability as a liability primarily because we have significant continuing involvement in generating the royalty stream. If and when omecamtiv mecarbil is commercialized and royalties become payable, we will recognize the portion of royalties paid to RPI as a decrease to the RPI Liability with a corresponding reduction in cash.

The carrying amount of the RPI Liability is based on our estimate of the future royalties to be paid to RPI over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the unamortized portion of the RPI Liability was approximately 15% as of December 31, 2020 and 17% as of December 31, 2019.

We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RPI Liability and the effective interest rate.

There are a number of factors that could materially affect the amount and timing of royalty payments, most of which are not within our control. The RPI Liability is recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data, including data historically provided by Amgen, and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of a success. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RPI Liability.

We have updated the analysis to include the data released on October 8, 2020 relating to GALACTIC-HF. Our estimates regarding the amount and timing of future royalty payments have not changed as a result of Amgen’s election to terminate the Amgen Agreement or Servier’s election to terminate the Servier Agreement.

Changes to the RPI Liability related to the sale of future royalties are as follows (in thousands):

 

 

2020

 

 

2019

 

Beginning balance, January 1

 

$

143,276

 

 

$

122,473

 

Interest accretion

 

 

22,713

 

 

 

20,737

 

Amortization of issuance costs

 

 

79

 

 

 

66

 

Ending balance, December 31

 

$

166,068

 

 

$

143,276

 

 

v3.20.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity

Note 8 — Stockholders’ Equity

Common Stock Purchase Agreements

On July 14, 2020, we entered into a CSPA with each of the RTW Investors. The CSPAs provide for the sale and issuance of an aggregate of 2.0 million shares of common stock of Cytokinetics (the “Shares”) at a price per share of $25.00 and an aggregate purchase price of $50.0 million (see Note 3Research and Development Arrangements). The cash adjusted for the calculated premium is the $36.5 million fair value of the common stock recorded.

Public Offering of Common Stock

In July 2020, we closed an underwritten public offering of 8.4 million shares of our common stock at a public offering price per share of $24.00, which included the exercise in full by the underwriters of their option to purchase up to 1,093,750 shares of our common stock at the same price. The gross proceeds were $201.3 million and net proceeds were approximately $188.9 million, after deducting underwriting discounts, commissions and offering costs.

Equity Incentive Plan

Our amended and restated 2004 Equity Incentive Plan (the “2004 Plan”) provides for us to grant incentive stock options, nonstatutory stock options, restricted stock, stock appreciation rights, restricted stock units, performance shares and performance units to employees, directors and consultants. We may grant options for terms of up to ten years at prices not lower than 100% of the fair market value of our common stock on the date of grant. Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years. Options granted to existing employees generally vest monthly over a period of four years. As of December 31, 2020, we have 2.6 million shares of common stock reserved and available for issuance under the 2004 Plan.

In May 2019, the Company’s stockholders approved an amendment to the Amended and the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by 4.1 million shares. In May 2020, the Company’s board of directors approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by 0.8 million shares for inducement grants to new employees. We started granting inducement grants in September 2020. As of December 31, 2020, an insignificant number of stock options were granted and 2.6 million authorized shares were available for grant under the 2004 Plan.

Stock option activity in 2020 was as follows:

 

 

 

Stock Options

Outstanding

 

 

Weighted

Average Exercise

Price per Share

 

 

Weighted

Average

Remaining

Contractual Life (in years)

 

 

Aggregate

Intrinsic Value

(in millions)

 

Balance at December 31, 2018

 

 

6,454,037

 

 

$

8.72

 

 

 

 

 

 

 

 

 

Granted

 

 

1,785,673

 

 

 

8.41

 

 

 

 

 

 

 

 

 

Exercised

 

 

(126,793

)

 

 

7.78

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(353,905

)

 

 

10.44

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

7,759,012

 

 

$

8.59

 

 

 

 

 

 

 

 

 

Granted

 

 

1,944,562

 

 

 

15.59

 

 

 

 

 

 

 

 

 

Exercised

 

 

(967,571

)

 

 

8.27

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(234,054

)

 

 

16.06

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

8,501,949

 

 

$

10.02

 

 

 

6.6

 

 

$

91.9

 

Exercisable at December 31, 2020

 

 

5,704,396

 

 

$

8.91

 

 

 

5.6

 

 

$

67.8

 

 

We expect all outstanding options to vest. The intrinsic value of stock options exercised, calculated based on the difference between the market value at the date of exercise and the exercise price, was $14.0 million for 2020, $0.5 million for 2019 and $0.7 million for 2018. The intrinsic value of stock options outstanding at December 31, 2020 was $91.9 million.

Restricted stock unit (“RSU”) activity in 2020 was as follows:

 

 

 

Number of

Restricted

Stock Units

 

 

Weighted

Average Award

Date Fair Value

per Share

 

Balance at December 31, 2018

 

 

546,500

 

 

$

8.53

 

Granted

 

 

607,150

 

 

 

7.14

 

Released

 

 

(266,500

)

 

 

8.84

 

Forfeited

 

 

(48,075

)

 

 

7.34

 

Balance at December 31, 2019

 

 

839,075

 

 

$

7.49

 

Granted

 

 

731,225

 

 

 

14.40

 

Released

 

 

(435,450

)

 

 

7.72

 

Forfeited

 

 

(18,208

)

 

 

10.37

 

Balance at December 31, 2020

 

 

1,116,642

 

 

$

11.88

 

 

RSUs generally vest annually over two to three years. For 2020, the fair value of RSUs vested, calculated based on the units vested multiplied by the closing price of our common stock on the date of vesting, was $6.1 million.

Employee Stock Purchase Plan

Under our 2015 Employee Stock Purchase Plan (the “ESPP”), employees may purchase common stock up to a specified maximum amount at a price equal to 85% of the fair market value at certain plan-defined dates. In May 2020, the Company’s stockholders approved an amendment to the ESPP to increase the number of common stock shares reserved for issuance under the ESPP by 0.5 million shares.

We issued 11,565 shares at an average price of $14.64 per share during 2020, 172,113 shares at an average price of $6.43 per share in 2019, and 144,822 shares at an average price of $6.40 per share in 2018 pursuant to the ESPP. At December 31, 2020, we have 446,820 shares of common stock reserved for issuance under the ESPP.

Stock-Based Compensation Expense

We use the Black-Scholes option pricing model to determine the fair value of stock option grants to employees and directors and employee stock purchase plan shares. The fair value of share-based payments was estimated on the date of grant based on the following assumptions:

 

 

 

Year Ended December

31, 2020

 

 

Year Ended December

31, 2019

 

 

Year Ended December

31, 2018

 

 

 

Options

 

 

ESPP

 

 

Options

 

 

ESPP

 

 

Options

 

 

ESPP

 

Risk-free interest rate

 

0.42% to 1.8%

 

 

0.11% to 1.8%

 

 

1.6% to 3.0%

 

 

1.8% to 2.4%

 

 

2.3% to 3.0%

 

 

1.5% to 2.5%

 

Volatility

 

74% to 75%

 

 

74% to 75%

 

 

73% to 76%

 

 

73% to 76%

 

 

73% to 74%

 

 

73% to 74%

 

Expected term in years

 

6.5 to 6.6

 

 

 

0.5

 

 

 

6.5

 

 

 

0.6

 

 

 

6.5

 

 

 

0.5

 

Expected dividend yield

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

We use U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the options for the risk-free interest rate. We use our own volatility history based on its stock’s trading history and our own historical exercise and forfeiture activity to estimate expected term for option grants. We do not anticipate paying dividends in the foreseeable future and use an expected dividend yield of zero. We do not estimate forfeitures in our stock-based compensation.

We measure compensation expense for restricted stock units at fair value on the date of grant and recognize the expense over the expected vesting period. We recognize stock-based compensation expense on a ratable basis over the requisite service period, generally the vesting period of the award for share-based awards.

Stock-based compensation expense for 2020 and 2019 was as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Research and development

 

$

6,949

 

 

$

4,260

 

 

$

5,101

 

General and administrative

 

 

10,671

 

 

 

6,499

 

 

 

4,660

 

 

 

$

17,620

 

 

$

10,759

 

 

$

9,761

 

 

Stock-based compensation expense for share-based awards to non-employees was $0.2 million in 2020, $0.2 million in 2019 and $0.1 million in 2018.

As of December 31, 2020, we expect to recognize $22.2 million of unrecognized compensation cost related to unvested stock options over a weighted-average period of 2.5 years and $7.9 million of unrecognized compensation cost related to unvested restricted stock over a weighted-average period of 1.7 years.

Warrants

Pursuant to the Term Loan agreement described in Note 6 - Debt, we issued a warrant with an exercise price of $9.76 per share to purchase 23,065 shares of our common stock in 2019. The warrant was fully exercisable and expires in May 2029. As of December 31, 2019, warrants to purchase 165,424 shares of our common stock with a weighted average exercise price of $7.25 per share were outstanding. All outstanding warrants are fully exercisable and expire ten years after issuance.

During the first quarter of 2020, in connection with the Term Loan Agreement further described in Note 6 - Debt, we issued a warrant with an exercise price of $10.42 per share to purchase 21,595 shares of our common stock. The warrant was issued in connection with achieving the interest-only extension milestone 1 in the Term Loan Agreement. The warrant was fully exercisable and expires in January 2030. The $0.2 million fair value of the warrant related to the Term Loan was recorded as interest expense in the period.

In July 2020, OTA LLC, an assignee of Oxford, exercised 51,214 warrants with a strike price of $6.59 per share, 48,892 warrants with a strike price of $6.903 per share, and 25,352 warrants with a strike price of $7.10 per share and elected the cashless settlement method. Accordingly, in July 2020, we issued to OTA LLC a total of 95,932 shares of our common stock.

In October 2020, OTA LLC exercised 13,839 warrants with a strike price of $9.755 per share and elected cashless settlement method. Accordingly, in October 2020, we issued OTA LLC a total of 8,958 shares of our common stock.

As of December 31, 2020, we had outstanding warrants issued pursuant to the Original Loan Agreement and Term Loan Agreement with a weighted average exercise price of $9.12 per share to purchase 47,722 shares of our common stock.

Committed Equity Offering

In 2019, we terminated our original Controlled Equity OfferingSM Sales Agreement (the “ATM Facility”) with Cantor Fitzgerald & Co. (“Cantor”) for the sale, in our sole discretion, of shares of our common stock, having an aggregate offering price of up to $75.0 million through Cantor and we entered into a new sales agreement (the “New ATM Facility”) with Cantor, which provides for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $85.0 million through Cantor, as our sales agent. The issuance and sale of these shares by us pursuant to the New ATM Facility are deemed “at the market” offerings and are registered under the Securities Act of 1933, as amended. We pay a commission of up to 3.0% of gross sales proceeds of any common stock sold under the New ATM Facility. As of 2019, we issued 3,984,849 shares of common stock for net proceeds of $36.2 million under the New ATM Facility. 

Claims Settlement

In the first quarter of 2020, we received $2.2 million from a claims settlement with certain institutional investors that were beneficial owners of our common stock related to the disgorgement of short swing profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. This settlement was recognized in equity as additional paid-in capital.

v3.20.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9 — Commitments and Contingencies

Leases

Our lease for 280 and 256 East Grand Avenue, South San Francisco, California for our existing facilities expires in 2021 and includes rental payments on a graduated scale and payment of certain operating expenses. As of December 31, 2020, the remaining lease term is 0.5 years and the discount rate used to determine the related operating lease liability was 9.0%.

In July 2019, we amended the lease agreement in connection with our leasing of additional premises at 250 East Grand Avenue, South San Francisco, California (the “Expansion Lease”) for 9,530 square feet of office space. The Expansion Lease has an initial term of 39 months, and commenced in January 2020. As of December 31, 2020, the remaining lease term of the Expansion Lease is 2.3 years and the discount rate used to determine the related operating lease liability was 11.5%.

In July 2019, we entered into a lease agreement for approximately 234,892 square feet of office and laboratory space at a facility located in South San Francisco, California (the “Oyster Point Lease”). The Oyster Point Lease has an initial term of twelve years, and is expected to commence in September 2021 and we have two consecutive five-year options to extend the lease. Subject to rent abatement for the first two months of the Oyster Point Lease, we will be required to pay $5.45 per square foot for 159,891 square feet for the first twelve months of the lease term, which will increase at a rate of 3.5% per year. After the first twelve months of the Oyster Point Lease, rent will be payable on the entire leased square footage. We paid fifty percent of the security deposit amount on December 31, 2019 and the remaining fifty percent was paid in December 2020. The landlord will provide a tenant improvement allowance of $35.3 million for costs relating to the initial design and construction of the improvements. We will pay certain operating costs of the facility and have certain rights to sublease under the related lease agreement. The total commitment of undiscounted lease payments for the Oyster Point Lease was $217.7 million at December 31, 2020.

While we had $9.1 million in construction in progress related to the Oyster Point Lease as of December 31, 2020, the Company has not recognized a right-of-use asset or aggregate lease liability as of December 31, 2020 for the Oyster Point Lease as the underlying assets were unavailable to use by the Company at any time in the period ended December 31, 2020.

The undiscounted future non-cancellable lease payments under the lease agreements as of December 31, 2020 is as follows (in thousands):

 

Years ending December 31:

 

 

 

 

2021

 

$

4,616

 

2022

 

 

12,694

 

2023

 

 

16,194

 

2024

 

 

16,648

 

2025

 

 

17,231

 

Thereafter

 

 

153,689

 

Total undiscounted future lease payments

 

 

221,072

 

Less: Undiscounted lease payments related to Oyster Point Lease

 

 

(217,667

)

Less: Present value adjustments

 

 

(180

)

Total lease liability

 

$

3,225

 

 

As of December 31, 2020, future minimum lease payments under noncancelable operating leases were $4.6 million in 2021, $12.7 million in 2022 and $16.2 million in 2023.

Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019 was $6.7 million and $5.0 million, respectively, and was included in net cash provided by operating activities in our consolidated statements of cash flows.

Rent expenses were $5.7 million, $5.1 million and $5.0 million for 2020, 2019 and 2018, respectively.

v3.20.4
Income Taxes
12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

Note 10 — Income Taxes

We did not record an income tax provision in 2020, 2019 and 2018 because we had net taxable losses. Our significant jurisdictions are the United States and California.

The following reconciles the statutory federal income tax rate to our effective tax rate:

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Tax at federal statutory tax rate

 

 

21

%

 

 

21

%

 

 

21

%

State tax, net of federal benefits

 

 

1

%

 

 

3

%

 

 

0

%

Change in state effected rates

 

 

(2

)%

 

 

4

%

 

 

(4

)%

Tax credits, net

 

 

3

%

 

 

3

%

 

 

1

%

Change in valuation allowance

 

 

(23

)%

 

 

(30

)%

 

 

(17

)%

Stock-based compensation

 

 

1

%

 

 

(1

)%

 

 

(1

)%

Other

 

 

(1

)%

 

 

0

%

 

 

0

%

Total

 

 

0

%

 

 

(0

)%

 

 

(0

)%

Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands):

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

162,514

 

 

$

143,228

 

Tax credits

 

 

71,976

 

 

 

67,892

 

Liability related to sale of future royalties

 

 

36,989

 

 

 

35,213

 

Reserves and accruals

 

 

10,876

 

 

 

8,690

 

Capitalized R&D

 

 

2,370

 

 

 

3,949

 

Long-term lease liability

 

 

718

 

 

 

1,674

 

Depreciation and amortization

 

 

746

 

 

 

722

 

Other

 

 

 

 

 

58

 

Total noncurrent deferred tax assets

 

 

286,189

 

 

 

261,426

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Accounting method change

 

 

(927

)

 

 

(2,047

)

Operating lease right-of-use assets

 

 

(651

)

 

 

(1,484

)

Convertible notes

 

 

(9,832

)

 

 

(12,011

)

Total noncurrent deferred tax liabilities

 

 

(11,410

)

 

 

(15,542

)

Less: Valuation allowance

 

 

(274,779

)

 

 

(245,884

)

Net deferred tax assets

 

$

 

 

$

 

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Based upon the weight of available evidence, which includes our historical operating performance, reported cumulative net losses since inception, expected future losses, and difficulty in accurately forecasting our future results and an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable, we maintained a full valuation allowance on the net deferred tax assets as of December 31, 2020 and 2019. The valuation allowance increased by $28.9 million in 2020 and increased by $24.8 million in 2019.

At December 31, 2020 federal NOL carryforwards were $662.9 million and apportioned state NOL carryforwards before federal benefits were $317.0 million. If not utilized, federal and state operating loss carryforwards incurred prior to 2018 will begin to expire in various amounts beginning 2022 and 2028, respectively.

At December 31, 2020, tax credits of $68.4 million and $16.6 million for federal and state income tax purposes, respectively consisted of Research and Development Credits and Orphan Drug Credits. If not utilized, the federal carryforwards will expire in various amounts beginning in 2021. California based credit carryforwards do not expire.

In general, under Section 382 of the Internal Revenue Code (“Section 382”), a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to utilize its pre-change net operating losses and tax credits to offset future taxable income. We do not believe it has experienced an ownership change since 2006, however, a portion of its NOLs and tax credits prior to 2007 will be subject to limitations under Section 382.

Activity related to our gross unrecognized tax benefits were (in thousands): 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Balance at the beginning of the year

 

$

9,922

 

 

$

9,475

 

 

$

9,365

 

Decrease related to prior year tax positions

 

 

(3

)

 

 

 

 

 

 

Increase related to current year tax positions

 

 

603

 

 

 

447

 

 

 

110

 

Balance at the end of the year

 

$

10,522

 

 

$

9,922

 

 

$

9,475

 

We are subject to income tax examination for all fiscal years with unutilized NOLs and tax credit carryforwards. Included in the balance of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 are $9.6 million, $9.1 million and $8.6 million of tax benefits, respectively, that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

v3.20.4
Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 11 — Subsequent Events

In January 2021, we entered into a Second Amendment to the Oyster Point Lease. The Second Amendment increases the tenant improvement allowance by $8.2 million, to cover the construction obligations of the improvements on the Oyster Point Lease. In addition, subject to rent abatement for the two months commencing in October 2021, the base rent for the initial lease term will be increased by $0.1 million per month, commencing in September 2021, to repay the additional tenant improvement allowance to the landlord with interest at a rate of 8%. We will pay certain operating costs of the facility under the amended agreement.

v3.20.4
Organization and Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization

Organization

Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. We are a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions.

Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of $992.3 million since inception and there can be no assurance that we will attain profitability. We had a net loss of $127.3 million and net cash provided by operations of $8.9 million for the year ended December 31, 2020. Cash, cash equivalents and investments increased to $501.0 million as of December 31, 2020 from $267.8 million as of December 31, 2019. We anticipate that we will have operating losses and net cash outflows in future periods.

We are subject to risks common to late stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sale of future royalties, debt financing arrangements, government grants and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. As a result, we may choose to raise additional capital through equity or debt financings to continue to fund operations in the future. We cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current status of our research and development plans, we believe that our existing cash, cash equivalents and investments will be sufficient to fund our cash requirements for at least the next 12 months after the issuance of the consolidated financial statements. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Cytokinetics, Incorporated and its wholly-owned subsidiary and have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform the prior period presentation to the current year.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, investments, and accounts receivable.

Our cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits.

Our exposure to credit risk associated with non-payment is limited to our strategic partners Amgen Inc. (“Amgen”), Astellas Pharma Inc. (“Astellas”) and Ji Xing Pharmaceuticals Limited (“Ji Xing”) and any material non-payment from our partners would result in a material breach of the agreements underlying our strategic partnerships.

Drug candidates we develop may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies prior to commercial sales. There can be no assurance that our drug candidates will receive any of the required approvals or clearances. If we were to be denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

Investments

Investments

Available-for-sale investments.  Our investments consist of U.S. Treasury securities, agency bonds, commercial paper, corporate debt and money market funds. We designate all investments as available-for-sale and report them at fair value, based on quoted market prices, with unrealized gains and losses recorded in accumulated other comprehensive income and loss. The cost of securities sold is based on the specific-identification method. Investments with original maturities greater than three months and remaining maturities of one year or less are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in Interest and other income, net. Recognized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in Interest and other income, net. Interest and dividends on securities classified as available-for-sale are included in Interest and other income, net.

All of our available-for-sale investments are subject to a periodic impairment review. If an impairment is the result of a credit loss, we recognize an allowance for credit losses (“ACL”). ACL’s reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. We recognize an impairment charge when a decline in the fair value of investments below the cost basis is judged to be other-than-temporary. Factors we consider in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we have the intent and ability to hold the investment to maturity. When we determine that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred.

Property and Equipment, net

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three years for computer equipment and software, five years for laboratory equipment and office equipment, and seven years for furniture and fixtures. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, typically ranging from three to seven years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

We review long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Impairment is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are materially less than its carrying amount.

Leases

Leases

We adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) on January 1, 2019 using the modified retrospective approach. In adopting Topic 842, we recognized a right-of-use asset and a short-term and long-term lease liability on our consolidated balance sheets for our existing facilities leases with Britannia Pointe Grand Limited Partnership (the “Britannia Leases”). The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. We determined the lease term at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. In determining the present value of lease payments, we estimated our incremental borrowing rate based on information available when we adopted Topic 842. We base the Britannia Leases liability on the present value of remaining lease payments over the remaining terms of the Britannia Leases, using an estimated rate of interest that we would pay to borrow equivalent funds on a collateralized basis at the lease commencement date. We evaluated our other contracts and determined that, except for the Britannia Leases, none of our contracts contained a lease as defined in Topic 842.

We elected the package of practical expedients permitted under the transition guidance within Topic 842, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019. We also elected to exclude from our consolidated balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for Britannia Leases.

We recorded a lease liability of $10.7 million and a corresponding right-of-use asset of $9.6 million upon adoption of the new lease standard on January 1, 2019.

We recognize rent expense for operating leases on a straight-line basis over the lease term in operating expenses on the consolidated statements of operations.

Prior period amounts continue to be reported in accordance with our historic accounting under previous lease guidance, ASC 840, Leases (“Topic 840”).

Revenue Recognition

Revenue Recognition

We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration for those goods or services. To recognize revenue from a contract with a customer, we:

 

(i)

identify our contracts with our customers;

 

(ii)

identify our distinct performance obligations in each contract;

 

(iii)

determine the transaction price of each contract;

 

(iv)

allocate the transaction price to the performance obligations; and

 

(v)

recognize revenue as we satisfy our performance obligations.

At contract inception, we assess the goods or services promised within each contract and assess whether each promised good or service is distinct and determine those that are performance obligations. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Collaborative Arrangements

We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; and (iv) research and development cost reimbursements. Each of these payments results in collaboration or other revenues. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied.

As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The stand-alone selling price may include such items as, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, to determine the transaction price to allocate to each performance obligation.

For our collaboration agreements that include more than one performance obligation, such as a license combined with a commitment to perform research and development services, we make judgments to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. We evaluate our progress each reporting period and, if necessary, adjust the measure of a performance obligation and related revenue recognition.

License Fees: If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Milestone Payments: We use judgment to determine whether a milestone is considered probable of being reached. Using the most likely amount method, we include the value of a milestone payment in the consideration for a contract at inception if we then conclude achieving the milestone is more likely than not. Otherwise, we exclude the value of a milestone payment from contract consideration at inception and recognize revenue for a milestone at a later date, when we judge that it is probable the milestone will be achieved. If we conclude it is probable that a significant revenue reversal would not occur, the associated milestone is included in the transaction price. We then allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment.

Royalties: For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. To date, we have not recognized any royalty revenues resulting from contracts.

Research and Development Cost Reimbursements: Our joint programs with Astellas under that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020, as amended (the “Astellas OSSA Agreement”), and with Amgen under that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”), include promises of research and development services. We have determined that these services collectively are distinct from the licenses provided to Astellas and Amgen under such agreements, and as such, these promises are accounted for as a separate performance obligation recorded over time. We recognize revenue for these services as the performance obligations are satisfied, which we estimate using internal research and development costs incurred.

Accrued Research and Development Expenditures

Accrued Research and Development Expenditures

A substantial portion of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations (“CROs”) and other vendors and our accruals for expenses for preclinical studies and clinical trials may be significant. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, duration of enrollment, milestones achieved and percentage of work completed to date. We monitor patient enrollment levels and related activities to the extent practicable through internal reviews, correspondence and status meetings with CROs, and review of contractual terms. We depend on the timeliness and accuracy of data provided by our CROs and other vendors to accrue expenses. If we receive and rely on incomplete or inaccurate data, accruals and expenses may be too high or too low at a given point in time and corresponding adjustments to accruals and expenses would be made in future periods when the actual expense becomes known.

Liabilities Related To Sale Of Future Royalties

Liability Related to Sale of Future Royalties

We treat our liability to RPI Finance Trust (“RPI”) related to sale of future royalties under that certain Royalty Purchase Agreement, dated February 1, 2017 (the “RPI Royalty Purchase Agreement”) pursuant to which we sold a portion of our right to receive royalties from Amgen on potential net sales of omecamtiv mecarbil as a debt financing, to be amortized under the effective interest rate method over the life of the related royalty stream.

Our liability to RPI related to sale of future royalties under the RPI Royalty Purchase Agreement (the “RPI Liability”) and related amortization are based on our current estimates of future royalties expected to be paid over the life of the arrangement. Concurrently with our entry into the RPI Royalty Purchase Agreement, we entered into a common stock purchase agreement with RPI. We allocated the consideration and issuance costs on a relative fair value basis to the RPI Liability and the common stock.

The RPI Royalty Purchase Agreement further provides that in the event Amgen elects to terminate the Amgen Agreement, we are obliged to enter into an agreement with RPI to preserve RPI’s rights under the RPI Royalty Purchase Agreement, which includes the payment by Cytokinetics of 4.5% of its worldwide net sales of omecamtiv mecarbil and other compounds with the same mechanism of action as omecamtiv mecarbil that are subject to the Amgen Agreement (together the “Amgen Alliance Compounds”), subject to a potential increase of up to an additional 1% under certain circumstances (delay in US marketing approval). Our obligation to enter into a new agreement with RPI does not impact our accounting treatment of the RPI Liability or our estimates.

The RPI Liability will be recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RPI Liability.

We will periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent our future estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, we will adjust the amortization of the RPI Liability related to sale of future royalties and prospectively recognize the related non-cash interest expense. We have updated the analysis to include the data released on October 8, 2020 relating to GALACTIC-HF. Our estimates regarding the amount and timing of future royalty payments have not changed as a result of Amgen’s election to terminate the Amgen Agreement or Servier’s election to terminate the sublicense agreement (the “Servier Agreement”) between Amgen and Les Laboratoires Servier and Institut de Recherches Internationales Servier (“Servier”) respectively.

We account for the RPI Liability, as a liability primarily because we have significant continuing involvement in generating the royalty stream. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI as a decrease to the RPI Liability and a corresponding reduction in cash.

Research and Development Expenditures

Research and Development Expenditures

Research and development costs are charged to operations as incurred. Research and development expenses consist primarily of clinical manufacturing costs, preclinical study expenses, consulting and other third-party costs, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment.

Income Taxes

Income Taxes

We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

We recognize uncertain tax positions taken or expected to be taken on a tax return. Tax positions are initially recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is more likely than not of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of Topic 740, Income Taxes, to help simplify and promote consistent application of US GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 in 2019 and it did not have a material impact on the Consolidated Financial Statements.

The only aspect of ASU 2019-12 that had a material impact on our consolidated financial statements was the removal of the exception related to intraperiod tax allocation. Starting in 2019, we followed the general intraperiod allocation of tax expense. We have a loss from continuing operations and subsequent to the adoption of ASU 2019-12, we determined the amount attributable to continuing operations without regard to the tax effect of other items. We prospectively applied the ASU 2019-12 amendment related to intraperiod tax allocation.

Had the Company not adopted ASU 2019-12, upon issuance of the convertible notes in 2019 (see Note 6 – Debt) a $12.0 million deferred tax benefit would have been recognized along with corresponding decreases to net loss and accumulated deficit. The Company had no intraperiod tax allocation items in prior years.

Due to our net loss position, the income tax benefit generated without the adoption of ASU 2019-12 was a non-cash benefit. The adoption of ASU 2019-12 did not impact our cash flows.

Stock-Based Compensation

Stock-Based Compensation

We maintain equity incentive plans under which incentive stock options may be granted to employees and nonqualified stock options, restricted stock awards, restricted stock units and stock appreciation rights may be granted to employees, directors, consultants and advisors. In addition, we maintain an employee stock purchase plan (“ESPP”) under which employees may purchase shares of our common stock through payroll deductions.

Stock-based compensation expense related to stock options granted to employees and directors is recognized based on the grant date estimated fair values using the Black Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period.

Stock-based compensation expense related to restricted stock units granted to employees is recognized based on the grant-date fair value of each award and recorded as expense over the vesting period using the ratable method.

Stock-based compensation expense related to the ESPP is recognized based on the fair value of each award estimated on the first day of the offering period using the Black Scholes option pricing model and recorded as expense over the service period using the straight-line method.

Amortization of Debt Discount and Issuance Costs

Amortization of Debt Discount and Issuance Costs

Debt discount and issuance costs, consisting of legal and other fees directly related to the debt as well as the discount created by the bifurcation of the equity component and the debt component of the convertible senior notes due 2026 (the “2026 Notes”), are offset against gross proceeds from the issuance of debt and are amortized to interest expense over the estimated life of the debt based on the effective interest method.

Recent Accounting Pronouncements

Recent Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, ‘Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. ASU 2016-13 also eliminates the concept of “other-than-temporary” impairment when evaluating available-for-sale debt securities and instead focuses on determining whether any impairment is a result of a credit loss or other factors. An entity will recognize an allowance for credit losses on available-for-sale debt securities rather than an other-than-temporary impairment that reduces the cost basis of the investment. ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019. We adopted ASU 2016-13 as of January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which expands the scope of costs associated with cloud computing arrangements that must be capitalized. Under the new guidance, costs associated with implementing a cloud computing arrangement that is a service contract must be capitalized and expensed over the term of the hosting arrangement. This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted ASU 2018-15 on January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASU 2018-18”), which makes targeted improvements to clarify the interaction between Topic 808, Collaborative Arrangements, and Topic 606, Revenue from Contracts with Customers. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We adopted ASU 2018-18 on January 1, 2020 and the adoption did not have a material impact on the Consolidated Financial Statements.

In November 2019, the FASB issued ASU 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements-Share-Based Consideration Payable to a Customer, which requires that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award. We have adopted ASU 2019-08 as of January 1, 2020 and the adoption did not have any impact on the Consolidated Financial Statements.

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 (“ASU 2020-04’). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden associated with the expected market transition from the London Inter-Bank Offer Rate ("LIBOR") to alternative reference rates. Companies can apply ASU 2020-04 immediately, however the guidance will only be available until December 31, 2022. The Company’s term loan utilizes LIBOR as the reference rate and we are currently evaluating the impact that adopting this new accounting standard will have on our Consolidated Financial Statements and related 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 (“ASU 2020-06”). ASU 2020-06 amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related earnings per share guidance. ASU 2020-06 will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact that adopting this new accounting standard will have on our Consolidated Financial Statements and related disclosures.

v3.20.4
Net Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Instruments Excluded from the Computation of Diluted Net Loss Per Share

The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands):

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Options to purchase common stock

 

 

8,510

 

 

 

7,759

 

 

 

5,476

 

Warrants to purchase common stock

 

 

48

 

 

 

165

 

 

 

116

 

Restricted stock and performance units

 

 

1,117

 

 

 

839

 

 

 

547

 

Shares issuable related to the ESPP

 

 

12

 

 

 

27

 

 

 

107

 

Shares issuable upon conversion of convertible notes

 

 

16,675

 

 

 

16,675

 

 

 

 

Total shares

 

 

26,362

 

 

 

25,465

 

 

 

6,246

 

 

v3.20.4
Research and Development Arrangements (Tables)
12 Months Ended
Dec. 31, 2020
Research And Development [Abstract]  
Schedule of Changes in Contract Assets

Our contract assets changed during the period, as follows (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Contract asset from the 2016 Astellas Amendment

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 

 

$

4,554

 

 

$

9,708

 

Services performed

 

 

 

 

 

 

 

 

11,713

 

Cash received for services

 

 

 

 

 

(4,554

)

 

 

(16,867

)

Balance at end of period

 

$

 

 

$

 

 

$

4,554

 

Summary of License Revenues and Research and Development Revenues

License revenues and research and development revenues from Astellas for 2020, 2019 and 2018 were as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

License revenues

 

$

 

 

$

 

 

$

5,133

 

Reimbursements

 

 

6,555

 

 

 

13,106

 

 

 

22,253

 

Milestone fees

 

 

 

 

 

 

 

 

2,000

 

 

 

$

6,555

 

 

$

13,106

 

 

$

29,386

 

Schedule of Private Placement

The RTW Transactions were entered into with parties that are affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were three units of accounting in the RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820, Fair Value Measurement, and ASC 606, Revenue from Contracts with Customers, as follows (in thousands):

 

 

 

Allocated

Consideration

 

Units of Accounting:

 

 

 

 

License and collaboration (residual)

 

$

36,501

 

Royalty (fair value)

 

 

87,000

 

Common stock (fair value)

 

 

36,499

 

Total consideration

 

$

160,000

 

Summary of License Revenue and Milestone

License revenues and milestone revenues for 2020, 2019 and 2018 were as follows (in thousands):

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

License revenues

 

$

36,501

 

 

$

 

 

$

 

Milestone revenues

 

 

2,500

 

 

 

 

 

 

-

 

 

 

$

39,001

 

 

$

 

 

$

 

 

v3.20.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis

The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands):

 

 

December 31, 2020

 

 

 

Fair Value Hierarchy Level

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Fair

Value

 

Money market funds

 

Level 1

 

$

80,050

 

 

$

 

 

$

 

 

$

80,050

 

U.S. Treasury securities

 

Level 1

 

 

274,407

 

 

 

147

 

 

 

(8

)

 

 

274,546

 

Agency bonds

 

Level 2

 

 

51,581

 

 

 

15

 

 

 

(3

)

 

 

51,593

 

Commercial paper

 

Level 2

 

 

49,500

 

 

 

3

 

 

 

(1

)

 

 

49,502

 

Corporate obligations

 

Level 2

 

 

42,392

 

 

 

7

 

 

 

(11

)

 

 

42,388

 

 

 

 

 

$

497,930

 

 

$

172

 

 

$

(23

)

 

$

498,079

 

 

 

 

December 31, 2019

 

 

 

Fair Value Hierarchy Level

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Fair

Value

 

Money market funds

 

Level 1

 

$

31,535

 

 

$

 

 

$

 

 

$

31,535

 

U.S. Treasury securities

 

Level 1

 

 

134,845

 

 

 

72

 

 

 

(1

)

 

 

134,916

 

Agency bonds

 

Level 2

 

 

47,024

 

 

 

23

 

 

 

(9

)

 

 

47,038

 

Commercial paper

 

Level 2

 

 

10,435

 

 

 

4

 

 

 

 

 

 

10,439

 

Corporate obligations

 

Level 2

 

 

40,426

 

 

 

24

 

 

 

(7

)

 

 

40,443

 

 

 

 

 

$

264,265

 

 

$

123

 

 

$

(17

)

 

$

264,371

 

v3.20.4
Balance Sheet Components (Tables)
12 Months Ended
Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Summary of Property and Equipment

Our property and equipment consisted of (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Property and equipment, net:

 

 

 

 

 

 

 

 

Laboratory equipment

 

$

18,160

 

 

$

18,741

 

Computer equipment and software

 

 

2,940

 

 

 

2,940

 

Office equipment, furniture and fixtures

 

 

1,885

 

 

 

1,823

 

Leasehold improvements

 

 

5,872

 

 

 

5,221

 

Construction in progress

 

 

9,130

 

 

 

 

Total property and equipment

 

 

37,987

 

 

 

28,725

 

Less: Accumulated depreciation and amortization

 

 

(24,641

)

 

 

(24,195

)

 

 

$

13,346

 

 

$

4,530

 

Summary of Accrued Liabilities

Our accrued liabilities were (in thousands):

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Accrued liabilities:

 

 

 

 

 

 

 

 

Clinical and preclinical costs

 

$

6,124

 

 

$

2,215

 

Compensation related

 

 

11,787

 

 

 

8,343

 

Other accrued expenses

 

 

1,404

 

 

 

1,565

 

Total accrued liabilities

 

$

19,315

 

 

$

12,123

 

v3.20.4
Debt (Tables)
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of Future Minimum Payments under Term Loan Agreement

Future minimum payments under the Term Loan Agreement are (in thousands):

 

Years ending December 31:

 

 

 

 

2021

 

 

3,673

 

2022

 

 

25,330

 

2023

 

 

28,079

 

Future minimum payments

 

 

57,082

 

Less: Interest and final payment

 

 

(12,082

)

Term Loan, gross

 

$

45,000

 

Schedule of Interest Cost Relating to 2026 Notes

The following table presents the total amount of interest cost recognized relating to the 2026 Notes for 2020 and 2019 (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

Contractual interest expense

 

$

5,520

 

 

$

721

 

Accretion of debt discount

 

 

5,246

 

 

 

673

 

Accretion of debt issuance costs

 

 

52

 

 

 

6

 

Total interest costs recognized

 

$

10,818

 

 

$

1,400

 

v3.20.4
Liability Related to Sale of Future Royalties (Tables)
12 Months Ended
Dec. 31, 2020
Royalty Liability [Abstract]  
Schedule of Activity within Liabilities Related to Sale of Future Royalties

Changes to the RPI Liability related to the sale of future royalties are as follows (in thousands):

 

 

2020

 

 

2019

 

Beginning balance, January 1

 

$

143,276

 

 

$

122,473

 

Interest accretion

 

 

22,713

 

 

 

20,737

 

Amortization of issuance costs

 

 

79

 

 

 

66

 

Ending balance, December 31

 

$

166,068

 

 

$

143,276

 

v3.20.4
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Summary of Stock Option Activity

Stock option activity in 2020 was as follows:

 

 

 

Stock Options

Outstanding

 

 

Weighted

Average Exercise

Price per Share

 

 

Weighted

Average

Remaining

Contractual Life (in years)

 

 

Aggregate

Intrinsic Value

(in millions)

 

Balance at December 31, 2018

 

 

6,454,037

 

 

$

8.72

 

 

 

 

 

 

 

 

 

Granted

 

 

1,785,673

 

 

 

8.41

 

 

 

 

 

 

 

 

 

Exercised

 

 

(126,793

)

 

 

7.78

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(353,905

)

 

 

10.44

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

7,759,012

 

 

$

8.59

 

 

 

 

 

 

 

 

 

Granted

 

 

1,944,562

 

 

 

15.59

 

 

 

 

 

 

 

 

 

Exercised

 

 

(967,571

)

 

 

8.27

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(234,054

)

 

 

16.06

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

8,501,949

 

 

$

10.02

 

 

 

6.6

 

 

$

91.9

 

Exercisable at December 31, 2020

 

 

5,704,396

 

 

$

8.91

 

 

 

5.6

 

 

$

67.8

 

Summary of Restricted Stock Unit Activity

Restricted stock unit (“RSU”) activity in 2020 was as follows:

 

 

 

Number of

Restricted

Stock Units

 

 

Weighted

Average Award

Date Fair Value

per Share

 

Balance at December 31, 2018

 

 

546,500

 

 

$

8.53

 

Granted

 

 

607,150

 

 

 

7.14

 

Released

 

 

(266,500

)

 

 

8.84

 

Forfeited

 

 

(48,075

)

 

 

7.34

 

Balance at December 31, 2019

 

 

839,075

 

 

$

7.49

 

Granted

 

 

731,225

 

 

 

14.40

 

Released

 

 

(435,450

)

 

 

7.72

 

Forfeited

 

 

(18,208

)

 

 

10.37

 

Balance at December 31, 2020

 

 

1,116,642

 

 

$

11.88

 

Fair Value of Share-Based Payments was Estimated on Date of Grant Based on Assumptions

We use the Black-Scholes option pricing model to determine the fair value of stock option grants to employees and directors and employee stock purchase plan shares. The fair value of share-based payments was estimated on the date of grant based on the following assumptions:

 

 

 

Year Ended December

31, 2020

 

 

Year Ended December

31, 2019

 

 

Year Ended December

31, 2018

 

 

 

Options

 

 

ESPP

 

 

Options

 

 

ESPP

 

 

Options

 

 

ESPP

 

Risk-free interest rate

 

0.42% to 1.8%

 

 

0.11% to 1.8%

 

 

1.6% to 3.0%

 

 

1.8% to 2.4%

 

 

2.3% to 3.0%

 

 

1.5% to 2.5%

 

Volatility

 

74% to 75%

 

 

74% to 75%

 

 

73% to 76%

 

 

73% to 76%

 

 

73% to 74%

 

 

73% to 74%

 

Expected term in years

 

6.5 to 6.6

 

 

 

0.5

 

 

 

6.5

 

 

 

0.6

 

 

 

6.5

 

 

 

0.5

 

Expected dividend yield

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

0%

 

 

0%

 

Summary of Stock-Based Compensation Expense

Stock-based compensation expense for 2020 and 2019 was as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Research and development

 

$

6,949

 

 

$

4,260

 

 

$

5,101

 

General and administrative

 

 

10,671

 

 

 

6,499

 

 

 

4,660

 

 

 

$

17,620

 

 

$

10,759

 

 

$

9,761

 

v3.20.4
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Schedule of Undiscounted Future Non-cancellable Lease Payments under the Lease Agreements

The undiscounted future non-cancellable lease payments under the lease agreements as of December 31, 2020 is as follows (in thousands):

 

Years ending December 31:

 

 

 

 

2021

 

$

4,616

 

2022

 

 

12,694

 

2023

 

 

16,194

 

2024

 

 

16,648

 

2025

 

 

17,231

 

Thereafter

 

 

153,689

 

Total undiscounted future lease payments

 

 

221,072

 

Less: Undiscounted lease payments related to Oyster Point Lease

 

 

(217,667

)

Less: Present value adjustments

 

 

(180

)

Total lease liability

 

$

3,225

 

v3.20.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate

The following reconciles the statutory federal income tax rate to our effective tax rate:

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Tax at federal statutory tax rate

 

 

21

%

 

 

21

%

 

 

21

%

State tax, net of federal benefits

 

 

1

%

 

 

3

%

 

 

0

%

Change in state effected rates

 

 

(2

)%

 

 

4

%

 

 

(4

)%

Tax credits, net

 

 

3

%

 

 

3

%

 

 

1

%

Change in valuation allowance

 

 

(23

)%

 

 

(30

)%

 

 

(17

)%

Stock-based compensation

 

 

1

%

 

 

(1

)%

 

 

(1

)%

Other

 

 

(1

)%

 

 

0

%

 

 

0

%

Total

 

 

0

%

 

 

(0

)%

 

 

(0

)%

Summary of Deferred Tax Assets, Net

Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands):

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

162,514

 

 

$

143,228

 

Tax credits

 

 

71,976

 

 

 

67,892

 

Liability related to sale of future royalties

 

 

36,989

 

 

 

35,213

 

Reserves and accruals

 

 

10,876

 

 

 

8,690

 

Capitalized R&D

 

 

2,370

 

 

 

3,949

 

Long-term lease liability

 

 

718

 

 

 

1,674

 

Depreciation and amortization

 

 

746

 

 

 

722

 

Other

 

 

 

 

 

58

 

Total noncurrent deferred tax assets

 

 

286,189

 

 

 

261,426

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Accounting method change

 

 

(927

)

 

 

(2,047

)

Operating lease right-of-use assets

 

 

(651

)

 

 

(1,484

)

Convertible notes

 

 

(9,832

)

 

 

(12,011

)

Total noncurrent deferred tax liabilities

 

 

(11,410

)

 

 

(15,542

)

Less: Valuation allowance

 

 

(274,779

)

 

 

(245,884

)

Net deferred tax assets

 

$

 

 

$

 

Schedule of Activity Related to our Gross Unrecognized Tax Benefits

Activity related to our gross unrecognized tax benefits were (in thousands): 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Balance at the beginning of the year

 

$

9,922

 

 

$

9,475

 

 

$

9,365

 

Decrease related to prior year tax positions

 

 

(3

)

 

 

 

 

 

 

Increase related to current year tax positions

 

 

603

 

 

 

447

 

 

 

110

 

Balance at the end of the year

 

$

10,522

 

 

$

9,922

 

 

$

9,475

 

v3.20.4
Organization and Accounting Policies - Additional Information (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2020
USD ($)
Financial_Institution
Obligation
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Jan. 01, 2019
USD ($)
Feb. 28, 2017
Summary Of Significant Accounting Policies [Line Items]          
Accumulated deficit incurred $ (992,306) $ (865,016)      
Net loss (127,290) (121,692) $ (106,289)    
Net cash provided by (used in) operating activities 8,943 (90,907) $ (101,215)    
Cash, cash equivalents and investments $ 501,000 $ 267,800      
Cash requirements term 12 months        
Number of major financial institutions | Financial_Institution 2        
Lease, practical expedients, package   true      
Operating lease liability $ 3,225     $ 10,700  
Operating lease, right-of-use asset       $ 9,600  
Without Adoption of ASU 2019-12 [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Deferred tax benefit   $ 12,000      
Royalty Purchase Agreement [Member] | Omecamtiv Mecarbil [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Percent of royalty on net sale 4.50%        
Additional percent of royalty on net sale 1.00%        
Minimum [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Number of performance obligation | Obligation 1        
Minimum [Member] | Royalty Purchase Agreement [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Percent of royalty on net sale         4.50%
Computer Equipment and Software [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Property and equipment estimated useful lives 3 years        
Laboratory Equipment and Office Equipment [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Property and equipment estimated useful lives 5 years        
Furniture and Fixtures [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Property and equipment estimated useful lives 7 years        
Leasehold Improvements [Member] | Minimum [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Property and equipment estimated useful lives 3 years        
Leasehold Improvements [Member] | Maximum [Member]          
Summary Of Significant Accounting Policies [Line Items]          
Property and equipment estimated useful lives 7 years        
v3.20.4
Net Loss Per Share - Instruments Excluded from the Computation of Diluted Net Loss Per Share (Detail) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 26,362 25,465 6,246
Options to Purchase Common Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 8,510 7,759 5,476
Warrants to Purchase Common Stock [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 48 165 116
Restricted Stock and Performance Units [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 1,117 839 547
Shares Issuable Related to the ESSP [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 12 27 107
Shares Issuable Upon Conversion of Convertible Notes [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Total shares 16,675 16,675 0
v3.20.4
Research and Development Arrangements - Schedule of Changes in Contract Assets and Liabilities (Detail) - 2016 Astellas Agreement [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Revenue Recognition Multiple Deliverable Arrangements [Line Items]      
Balance at beginning of period $ 0 $ 4,554 $ 9,708
Services performed 0 0 11,713
Cash received for services 0 (4,554) (16,867)
Balance at end of period $ 0 $ 0 $ 4,554
v3.20.4
Research and Development Arrangements - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
2 Months Ended 12 Months Ended
Jul. 14, 2020
Apr. 30, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Jan. 14, 2024
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     $ 55,828 $ 26,868 $ 31,501    
Accounts receivable     4,420 5,163      
Amount received as milestone payment     2,500        
Long-term deferred revenue     87,000 0      
Net proceeds of issuance of common stock     0 36,214 0    
License And Collaboration Agreement [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Upfront Payment Received $ 25,000            
Royalty Purchase Agreement [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Sale of interest in future royalties     85,000        
Fair Value of Royalty     87,000        
Long-term deferred revenue     87,000        
Common Stock Purchase Agreement [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Issuance of common stock upon private placement, shares 2,000,000.0            
Shares Issued, price per share $ 25.00            
Net proceeds of issuance of common stock $ 50,000            
Excess amount paid over the fair value of the shares 13,500            
Fair value of common stock $ 36,500            
Common stock purchase agreement date Jul. 14, 2020            
Funding Agreement [Member] | Forecast              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Potential milestone receivable             $ 45,000
Maximum [Member] | License And Collaboration Agreement [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Potential milestone receivable $ 200,000            
Maximum [Member] | Funding Agreement [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Potential milestone receivable $ 90,000            
Research and Development Revenues [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     16,527 26,868 26,368    
License [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     36,501 0 5,133    
Amgen | Research And Development Milestone Grant And Other Revenues Net              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     10,000 13,800 1,900    
Amgen | Research and Development Revenues [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Accounts receivable     1,700 3,300      
Astellas [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     6,555 13,106 29,386    
Astellas [Member] | Accounting Standards Update 2014-09              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Accounts receivable     2,700 1,900      
Astellas [Member] | 2016 Astellas Amendment [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Revenue recognition, Non-refundable upfront amendment fee           $ 35,000  
Amount received as milestone payment           15,000  
Revenue recognition over performance period           44,200  
Allocated consideration           $ 94,200  
Astellas [Member] | 2016 Astellas Amendment [Member] | Maximum [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Payment of development costs for clinical trials of reldesemtiv   $ 12,000          
Astellas [Member] | License [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Total revenues     0 $ 0 $ 5,133    
Astellas O S S A Agreement | 2016 Astellas Amendment [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Research milestone payments     1,000        
Astellas O S S A Agreement | 2016 Astellas Amendment [Member] | Maximum [Member] | Commercial Milestones              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Potential amount receivable under collaboration agreement     250,000        
Astellas O S S A Agreement | 2016 Astellas Amendment [Member] | Minimum [Member]              
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]              
Potential amount receivable under collaboration agreement     $ 200,000        
v3.20.4
Research and Development Arrangements - Summary of License Revenues and Research and Development Revenues (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues $ 55,828 $ 26,868 $ 31,501
Astellas [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 6,555 13,106 29,386
License [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 36,501 0 5,133
License [Member] | Astellas [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 0 0 5,133
Reimbursements [Member] | Astellas [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 6,555 13,106 22,253
Milestone Fees [Member] | Astellas [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues $ 0 $ 0 $ 2,000
v3.20.4
Research and Development Arrangements - Schedule of Private Placement (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Total revenues $ 55,828 $ 26,868 $ 31,501
Collaborative Arrangement [Member]      
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Total revenues 39,001 $ 0 $ 0
Collaborative Arrangement [Member] | RTW [Member]      
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Total consideration 160,000    
Collaborative Arrangement [Member] | RTW [Member] | Common Stock [Member]      
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Fair value of common stock 36,499    
Collaborative Arrangement [Member] | RTW [Member] | License And Collaboration [Member]      
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Total revenues 36,501    
Collaborative Arrangement [Member] | RTW [Member] | Royalty [Member]      
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]      
Fair Value of Royalty $ 87,000    
v3.20.4
Research and Development Arrangements - Summary of License Revenue and Milestone (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues $ 55,828 $ 26,868 $ 31,501
License [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 36,501 0 5,133
Collaborative Arrangement [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 39,001 0 0
Collaborative Arrangement [Member] | License [Member] | RTW [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues 36,501 0 0
Collaborative Arrangement [Member] | Milestone Revenues [Member] | RTW [Member]      
Research And Development Arrangement Contract To Perform For Others [Line Items]      
Total revenues $ 2,500 $ 0 $ 0
v3.20.4
Fair Value Measurements - Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Cash and Cash Equivalents and Investments [Member] - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost $ 497,930 $ 264,265
Unrealized Gains 172 123
Unrealized Losses (23) (17)
Fair Value 498,079 264,371
Money Market Funds [Member] | Fair Value Measurements Using Level 1 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost 80,050 31,535
Unrealized Gains 0 0
Unrealized Losses 0 0
Fair Value 80,050 31,535
U.S. Treasury Securities [Member] | Fair Value Measurements Using Level 1 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost 274,407 134,845
Unrealized Gains 147 72
Unrealized Losses (8) (1)
Fair Value 274,546 134,916
Agency Bonds [Member] | Fair Value Measurements Using Level 2 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost 51,581 47,024
Unrealized Gains 15 23
Unrealized Losses (3) (9)
Fair Value 51,593 47,038
Commercial Paper [Member] | Fair Value Measurements Using Level 2 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost 49,500 10,435
Unrealized Gains 3 4
Unrealized Losses (1) 0
Fair Value 49,502 10,439
Corporate Obligations [Member] | Fair Value Measurements Using Level 2 [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Amortized Cost 42,392 40,426
Unrealized Gains 7 24
Unrealized Losses (11) (7)
Fair Value $ 42,388 $ 40,443
v3.20.4
Fair Value Measurements - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Fair Value Disclosures [Abstract]    
Interest Income $ 5,300,000 $ 4,500,000
Available for sale investments, fair value   1,000,000.0
Available for sale investments, unrealized gain   300,000
Credit losses on debt securities 0 0
Long-term debt, fair value 46,200,000 $ 45,100,000
Convertible debt, fair value 638,700  
Fair value of liabilities transferred from level 1 to level 2 0  
Fair value of liabilities transferred from level 2 to level 1 0  
Fair value of liabilities transferred into level 3 0  
Fair value of liabilities transferred from level 3 $ 0  
v3.20.4
Balance Sheet Components - Summary of Property and Equipment (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Property Plant And Equipment [Line Items]    
Total property and equipment $ 37,987 $ 28,725
Less: Accumulated depreciation and amortization (24,641) (24,195)
Total property and equipment, net 13,346 4,530
Laboratory Equipment [Member]    
Property Plant And Equipment [Line Items]    
Total property and equipment 18,160 18,741
Computer Equipment and Software [Member]    
Property Plant And Equipment [Line Items]    
Total property and equipment 2,940 2,940
Office Equipment, Furniture and Fixtures [Member]    
Property Plant And Equipment [Line Items]    
Total property and equipment 1,885 1,823
Leasehold Improvements [Member]    
Property Plant And Equipment [Line Items]    
Total property and equipment 5,872 5,221
Construction in Progress [Member]    
Property Plant And Equipment [Line Items]    
Total property and equipment $ 9,130 $ 0
v3.20.4
Balance Sheet Components - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]    
Depreciation expense $ 1.8 $ 1.3
Employer contributions under the plan $ 0.9 $ 0.6
v3.20.4
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Accrued liabilities:    
Clinical and preclinical costs $ 6,124 $ 2,215
Compensation related 11,787 8,343
Other accrued expenses 1,404 1,565
Total accrued liabilities $ 19,315 $ 12,123
v3.20.4
Debt - Additional Information (Detail)
12 Months Ended
Nov. 13, 2019
USD ($)
$ / shares
shares
Nov. 07, 2019
$ / shares
Dec. 31, 2020
USD ($)
Installment
Day
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
May 17, 2019
USD ($)
Debt Instrument [Line Items]            
Interest expense     $ 15,963,000 $ 6,623,000 $ 3,797,000  
Net proceeds from convertible notes, net of debt discount and issuance costs     0 133,860,000 0  
Purchase of capped call options associated with convertible notes     0 13,386,000 0  
Cap price of capped call transactions | $ / shares   $ 14.07        
Capped call premium percentage of sale price of common stock   70.00%        
Oxford and Silicon Valley Bank [Member] | Term Loan Agreement [Member]            
Debt Instrument [Line Items]            
Principal amount of original loan           $ 45,000,000.0
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | Term Loan Agreement [Member]            
Debt Instrument [Line Items]            
Principal amount of original loan           $ 42,000,000.0
Interest expense     $ 4,900,000 $ 5,200,000 $ 3,800,000  
Stated interest rate on the amounts borrowed under the Agreement     8.05%      
Prepayment fee percentage in fiscal year     3.00%      
Prepayment fee percentage in year two     2.00%      
Prepayment fee percentage in year three     1.00%      
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | Amended Loan Agreement [Member]            
Debt Instrument [Line Items]            
Loan repayment terms     The borrowing under the Original Loan Agreement was repayable in monthly interest-only payments through November 2019 followed by 35 months of monthly payments of interest and principal.      
Number of instalments description     35 months of monthly payments of interest and principal      
Number of instalments | Installment     35      
Debt instrument, applicable interest rate for scenario 1     8.05%      
Debt instrument, base interest rate for scenario 2     6.81%      
Interest rate description     Both borrowings under the Original Loan Agreement and Term Loan bear interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate      
Debt instrument, maturity year and month     2023-12      
Oxford and Silicon Valley Bank [Member] | 2019 Term Loan [Member] | New Loan and Security Agreement [Member]            
Debt Instrument [Line Items]            
Loan repayment terms     The borrowing under the Term Loan is repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for CK-274 in cardiomyopathy and has been extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023. The ultimate interest-only period will be followed by equal monthly payments of principal and interest to the maturity date in December 2023.      
Final payment fee percentage     6.00%      
2026 Notes [Member]            
Debt Instrument [Line Items]            
Principal amount of original loan $ 138,000,000.0          
Number of instalments description     payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020      
Convertible notes, interest rate 4.00%          
Convertible notes, maturity date Nov. 15, 2026          
Convertible notes, sinking fund $ 0          
Convertible notes, shares issued | shares 94.7811          
Convertible notes, principal amount $ 1,000          
Convertible notes, initial conversion price | $ / shares $ 10.55          
Convertible notes, type of equity security issued     common stock      
Net proceeds from convertible notes, net of debt discount and issuance costs $ 133,900,000          
Convertible notes, conversion description     The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate.      
Convertible notes, redemption description     The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.      
Carrying amount of the liability component $ 84,200,000          
Debt instrument interest, discount rate 12.00%          
Carrying amount of the equity component $ 49,500,000          
Debt issuance costs 5,000,000.0          
Unamortized debt issuance cost     $ 2,800,000      
Debt instrument, unamortized discount     $ 45,700,000      
Unamortized debt discount amortization period     6 years      
2026 Notes [Member] | Equity [Member]            
Debt Instrument [Line Items]            
Debt issuance costs 1,900,000          
2026 Notes [Member] | Liability [Member]            
Debt Instrument [Line Items]            
Debt issuance costs $ 3,100,000          
Debt instrument effective interest rate     12.50%      
2026 Notes [Member] | Debt Instrument Convertible Covenant One [Member]            
Debt Instrument [Line Items]            
Convertible notes, percentage of conversion price     127.50%      
Convertible notes, trading days | Day     20      
Convertible notes, consecutive trading days | Day     30      
2026 Notes [Member] | Debt Instrument Convertible Covenant Two [Member]            
Debt Instrument [Line Items]            
Convertible notes, percentage of last reported sale price of common stock     98.00%      
Convertible notes, trading days | Day     5      
Convertible notes, consecutive trading days | Day     10      
v3.20.4
Debt - Schedule of Future Minimum Payments under Term Loan Agreement (Detail) - Term Loan Agreement [Member] - Oxford and Silicon Valley Bank [Member]
$ in Thousands
Dec. 31, 2020
USD ($)
Debt Instrument [Line Items]  
2021 $ 3,673
2022 25,330
2023 28,079
Future minimum payments 57,082
Long-term debt, alternative  
Future minimum payments 57,082
Less: Interest and final payment (12,082)
Term Loan, gross $ 45,000
v3.20.4
Debt - Schedule of Interest Cost Relating to 2026 Notes (Detail) - 2026 Notes [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Contractual interest expense $ 5,520 $ 721
Accretion of debt discount 5,246 673
Accretion of debt issuance costs 52 6
Total interest costs recognized $ 10,818 $ 1,400
v3.20.4
Liability Related to Sale of Future Royalties to RPI - Additional Information (Detail) - USD ($)
$ in Thousands
1 Months Ended
Feb. 28, 2017
Dec. 31, 2020
Dec. 31, 2019
Liability Related to Sale of Future Royalties [Line Items]      
Purchase of common stock shares   71,015,183 59,172,124
Liabilities   $ 420,420 $ 300,751
Royalty Purchase Agreement [Member]      
Liability Related to Sale of Future Royalties [Line Items]      
Cash payment under royalty agreement $ 90,000    
Purchase of common stock shares 875,656    
Stock issued during period, value, issued for services $ 10,000    
Liabilities $ 92,300    
Imputed rate of interest on unamortized liability   15.00% 17.00%
Royalty Purchase Agreement [Member] | Minimum [Member]      
Liability Related to Sale of Future Royalties [Line Items]      
Percent of royalty on net sale 4.50%    
Royalty Purchase Agreement [Member] | Maximum [Member]      
Liability Related to Sale of Future Royalties [Line Items]      
Additional percent of royalty on net sale 1.00%    
v3.20.4
Liability Related to Sale of Future Royalties to RPI - Schedule Represents Allocation of Transaction Consideration on a Relative Fair Value Basis to the Liability and the Common Stock (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Royalty Liability [Abstract]    
Liability related to sale of future royalties beginning balance $ 143,276 $ 122,473
Interest accretion 22,713 20,737
Amortization of issuance costs 79 66
Liability related to sale of future royalties ending balance $ 166,068 $ 143,276
v3.20.4
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 12 Months Ended
Jul. 14, 2020
Oct. 31, 2020
Jul. 31, 2020
May 31, 2020
Mar. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Net proceeds of issuance of common stock           $ 0 $ 36,214 $ 0
Intrinsic value of stock options outstanding           91,900    
Non-cash stock-based compensation expense           $ 17,620 $ 10,759 9,761
Warrants outstanding to purchase upon exercise of common stock           23,065    
Warrants exercise price           $ 9.76    
Warrants expiration date           2029-05    
Outstanding warrants           165,424    
Outstanding warrants, weighted average exercise price           $ 7.25    
Expiry period of warrants after date of issuance           10 years    
Common stock, shares issued           71,015,183 59,172,124  
Commision of gross sales proceeds           3.00%    
Claims settlement         $ 2,200 $ 2,151 $ 0 0
OTA LLC [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Common stock, shares issued   8,958 95,932          
Warrant 1 [Member] | OTA LLC [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Warrants exercise price   $ 9.755 $ 6.59          
Exercise of stock options, shares   13,839 51,214          
Warrant 2 [Member] | OTA LLC [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Warrants exercise price     $ 6.903          
Exercise of stock options, shares     48,892          
Warrant 3 [Member] | OTA LLC [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Warrants exercise price     $ 7.10          
Exercise of stock options, shares     25,352          
New ATM Facility [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Net proceeds of issuance of common stock             $ 36,200  
Common stock, shares issued             3,984,849  
Oxford and Silicon Valley Bank [Member] | New Loan and Security Agreement [Member] | 2019 Term Loan [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Warrants outstanding to purchase upon exercise of common stock           21,595    
Warrants exercise price           $ 10.42    
Warrants expiration date           2030-01    
Outstanding warrants           47,722    
Outstanding warrants, weighted average exercise price           $ 9.12    
Amortization of discount on debt           $ 200    
Maximum [Member] | ATM Facility [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Common stock offering price           75,000    
Maximum [Member] | New ATM Facility [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Common stock offering price           85,000    
Restricted Stock Units (RSUs)                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Share based compensation, vested restricted stock units, total fair value           6,100    
Unrecognized compensation cost           $ 7,900    
Weighted-average period           1 year 8 months 12 days    
Restricted Stock Units (RSUs) | Minimum [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Vesting period           2 years    
Restricted Stock Units (RSUs) | Maximum [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Vesting period           3 years    
Options [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Unrecognized compensation cost           $ 22,200    
Weighted-average period           2 years 6 months    
2004 Plan [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Option grant prices as percentage of the fair market value of the common stock           100.00%    
Term to grant nonstatutory stock options and incentive stock options           10 years    
Percentage of options grant to new employees           25.00%    
Shares of common stock reserved for issuance           2,600,000    
Shares of common stock available for issuance           2,600,000    
Number of authorized shares reserved for issuance       800,000   4,100,000    
Share based compensation, options exercised, total intrinsic value           $ 14,000 $ 500 $ 700
Intrinsic value of stock options outstanding           $ 91,900    
2004 Plan [Member] | New Employee [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Award vesting right           Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years    
Period from percentage of stock option vested           1 year    
Vesting period           4 years    
2004 Plan [Member] | Existing Employee [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Award vesting right           Options granted to existing employees generally vest monthly over a period of four years.    
Vesting period           4 years    
ESPP [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Option grant prices as percentage of the fair market value of the common stock           85.00%    
Shares of common stock reserved for issuance           446,820    
Increase in common stock shares reserved for issuance       500,000        
Issuance of common stock pursuant to ESPP, shares           11,565 172,113 144,822
Issuance of common stock pursuant to ESPP, per share           $ 14.64 $ 6.43 $ 6.40
Non-employee Stock-Based Compensation [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Non-cash stock-based compensation expense           $ 200 $ 200 $ 100
Underwritten Public Offering [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Sales of common stock, number of shared issued     8,400,000          
Sale of stock, price per share     $ 24.00          
Common stock, shares issued     1,093,750          
Gross proceeds, consideration received on transaction     $ 201,300          
Net proceeds, consideration received on transaction     $ 188,900          
Common Stock Purchase Agreement [Member]                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Issuance of common stock upon private placement, shares 2,000,000.0              
Shares issued, price per share $ 25.00              
Net proceeds of issuance of common stock $ 50,000              
Cash adjusted for the calculated premium $ 36,500              
v3.20.4
Stockholders' Equity - Summary of Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock Options Outstanding, Beginning Balance 7,759,012 6,454,037
Stock Options Outstanding, Granted 1,944,562 1,785,673
Stock Options Outstanding, Forfeited (234,054) (353,905)
Stock Options Outstanding, Ending Balance 8,501,949 7,759,012
Stock Options Outstanding, Exercisable 5,704,396  
Weighted Average Exercise Price per Share, Beginning Balance $ 8.59 $ 8.72
Weighted Average Exercise Price per Share, Granted 15.59 8.41
Weighted Average Exercise Price per Share, Exercised 8.27 7.78
Weighted Average Exercise Price per Share, Forfeited 16.06 10.44
Weighted Average Exercise Price per Share, Ending Balance 10.02 $ 8.59
Weighted Average Exercise Price per Share, Exercisable $ 8.91  
Weighted Average Remaining Contractual Life 6 years 7 months 6 days  
Weighted Average Remaining Contractual Life, Exercisable at December 31, 2019 5 years 7 months 6 days  
Aggregate Intrinsic Value $ 91.9  
Aggregate Intrinsic Value, Exercisable at December 31, 2019 $ 67.8  
Common Stock [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock Options Outstanding, Exercised (967,571) (126,793)
v3.20.4
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of Restricted Stock Units, Beginning Balance 839,075 546,500
Number of Restricted Stock Units, Granted 731,225 607,150
Number of Restricted Stock Units, Released (435,450) (266,500)
Number of Restricted Stock Units, Forfeited (18,208) (48,075)
Number of Restricted Stock Units, Ending Balance 1,116,642 839,075
Weighted Average Award Date Fair Value per Share, Beginning Balance $ 7.49 $ 8.53
Weighted Average Award Date Fair Value per Share, Granted 14.40 7.14
Weighted Average Award Date Fair Value per Share, Released 7.72 8.84
Weighted Average Award Date Fair Value per Share, Forfeited 10.37 7.34
Weighted Average Award Date Fair Value per Share, Ending Balance $ 11.88 $ 7.49
v3.20.4
Stockholders' Equity - Fair Value of Share-Based Payments was Estimated on Date of Grant Based on Assumptions (Detail)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Options [Member]      
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]      
Risk-free interest rate, minimum 0.42% 1.60% 2.30%
Risk-free interest rate, maximum 1.80% 3.00% 3.00%
Volatility, minimum 74.00% 73.00% 73.00%
Volatility, maximum 75.00% 76.00% 74.00%
Expected term in years   6 years 6 months 6 years 6 months
Expected dividend yield 0.00% 0.00% 0.00%
Minimum [Member] | Options [Member]      
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]      
Expected term in years 6 years 6 months    
Maximum [Member] | Options [Member]      
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]      
Expected term in years 6 years 7 months 6 days    
ESPP [Member]      
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items]      
Risk-free interest rate, minimum 0.11% 1.80% 1.50%
Risk-free interest rate, maximum 1.80% 2.40% 2.50%
Volatility, minimum 74.00% 73.00% 73.00%
Volatility, maximum 75.00% 76.00% 74.00%
Expected term in years 6 months 7 months 6 days 6 months
Expected dividend yield 0.00% 0.00% 0.00%
v3.20.4
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense $ 17,620 $ 10,759 $ 9,761
Research and Development [Member]      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense 6,949 4,260 5,101
General and Administrative [Member]      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense $ 10,671 $ 6,499 $ 4,660
v3.20.4
Commitments and Contingencies - Additional Information (Detail)
$ in Thousands
1 Months Ended 12 Months Ended
Jul. 31, 2019
USD ($)
ft²
USD_per_sqft
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Lessee Lease Description [Line Items]        
Lease expiration year   2021    
Weighted average remaining lease term   6 months    
Weighted average discount rate   9.00%    
Future minimum lease payments under noncancelable operating leases in 2021   $ 4,616    
Future minimum lease payments under noncancelable operating leases in 2022   12,694    
Future minimum lease payments under noncancelable operating leases in 2023   16,194    
Cash paid included in net cash used in operating activities   6,700 $ 5,000  
Rent expense   $ 5,700 $ 5,100 $ 5,000
Expansion Lease [Member]        
Lessee Lease Description [Line Items]        
Weighted average remaining lease term   2 years 3 months 18 days    
Weighted average discount rate   11.50%    
Area of land under lease agreement | ft² 9,530      
Initial lease term 39 months      
Operating lease commencement period 2020-01      
Oyster Point Lease [Member] | California [Member]        
Lessee Lease Description [Line Items]        
Area of land under lease agreement | ft² 234,892      
Initial lease term 12 years      
Operating lease commencement period 2021-09      
Operating lease, term description we have two      
Rent payment required to be pay for lease per square foot | USD_per_sqft 5.45      
Area of land | ft² 159,891      
Increase in operating lease rate annual payment 3.50%      
Percentage of lease security deposit   50.00% 50.00%  
Lease agreement allowances for tenant improvements $ 35,300      
Undiscounted lease payments   $ 217,700    
Construction in progress   $ 9,100    
v3.20.4
Commitments and Contingencies - Schedule of Undiscounted Future Non-cancellable Lease Payments under the Lease Agreements (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Jan. 01, 2019
Leases [Abstract]    
2021 $ 4,616  
2022 12,694  
2023 16,194  
2024 16,648  
2025 17,231  
Thereafter 153,689  
Total undiscounted future lease payments 221,072  
Less: Undiscounted lease payments related to Oyster Point Lease (217,667)  
Less: Present value adjustments (180)  
Total lease liability $ 3,225 $ 10,700
v3.20.4
Income Taxes - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Contingency [Line Items]      
Provision for income tax $ 0 $ 0 $ 0
Increase (decrease) in valuation allowance $ 28,900,000 24,800,000  
Research and development credits and orphan drug credits, federal carryforwards will expire 2021    
Unrecognized tax benefits $ 9,600,000 $ 9,100,000 $ 8,600,000
Federal Tax [Member]      
Income Tax Contingency [Line Items]      
Net operating loss carryforwards $ 662,900,000    
Net operating loss carryforwards expiration 2022    
Credit carryforwards for federal and state $ 68,400,000    
Federal and State Tax [Member]      
Income Tax Contingency [Line Items]      
Net operating loss carryforwards $ 317,000,000.0    
Net operating loss carryforwards expiration 2028    
Credit carryforwards for federal and state $ 16,600,000    
v3.20.4
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Detail)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Tax at federal statutory tax rate 21.00% 21.00% 21.00%
State tax, net of federal benefits 1.00% 3.00% 0.00%
Change in state effected rates (2.00%) 4.00% (4.00%)
Tax credits, net 3.00% 3.00% 1.00%
Change in valuation allowance (23.00%) (30.00%) (17.00%)
Stock-based compensation 1.00% (1.00%) (1.00%)
Other (1.00%) 0.00% 0.00%
Total 0.00% 0.00% 0.00%
v3.20.4
Income Taxes - Summary of Deferred Tax Assets, Net (Detail) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Net operating loss carryforwards $ 162,514 $ 143,228
Tax credits 71,976 67,892
Liability related to sale of future royalties 36,989 35,213
Reserves and accruals 10,876 8,690
Capitalized R&D 2,370 3,949
Long-term lease liability 718 1,674
Depreciation and amortization 746 722
Other 0 58
Total noncurrent deferred tax assets 286,189 261,426
Deferred tax liabilities:    
Accounting method change (927) (2,047)
Operating lease right-of-use assets (651) (1,484)
Convertible notes (9,832) (12,011)
Total noncurrent deferred tax liabilities (11,410) (15,542)
Less: Valuation allowance (274,779) (245,884)
Net deferred tax assets $ 0 $ 0
v3.20.4
Income Taxes - Schedule of Activity Related to our Gross Unrecognized Tax Benefits (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Balance at the beginning of the year $ 9,922 $ 9,475 $ 9,365
Decrease related to prior year tax positions (3) 0 0
Increase related to current year tax positions 603 447 110
Balance at the end of the year $ 10,522 $ 9,922 $ 9,475
v3.20.4
Subsequent Events - Additional Information (Detail) - Expansion Lease [Member] - CALIFORNIA
$ in Millions
Jan. 31, 2021
USD ($)
Subsequent Event [Line Items]  
Additional lease agreement allowances for tenant improvements $ 8.2
Base rent increase during initial lease term $ 0.1
Commencement date for base rent increments during initial lease term Sep. 30, 2021
Interet rate for repayment of additional tenant improvement allowances 8.00%
Commencement date of rent abatement 2021-10