Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Karyopharm Therapeutics Inc. | |
Trading Symbol | KPTI | |
Entity Central Index Key | 0001503802 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 75,497,259 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36167 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-3931704 | |
Entity Address, Address Line One | 85 Wells Avenue, 2nd Floor | |
Entity Address, City or Town | Newton | |
Entity Address, Postal Zip Code | 02459 | |
City Area Code | 617 | |
Local Phone Number | 658-0600 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Address, State or Province | MA | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 141,309 | $ 85,918 |
Short-term investments | 94,581 | 163,322 |
Accounts receivable | 17,887 | 12,881 |
Inventory | 3,905 | 2,644 |
Prepaid expenses and other current assets | 15,058 | 9,285 |
Restricted cash | 762 | 2,481 |
Total current assets | 273,502 | 276,531 |
Property and equipment, net | 1,755 | 2,219 |
Operating lease right-of-use assets | 8,665 | 9,363 |
Long-term investments | 2,006 | 24,215 |
Restricted cash | 639 | 722 |
Total assets | 286,567 | 313,050 |
Current liabilities: | ||
Accounts payable | 2,309 | 4,450 |
Accrued expenses | 53,211 | 52,930 |
Deferred revenue | 0 | 297 |
Operating lease liabilities | 2,079 | 1,917 |
Other current liabilities | 524 | 609 |
Total current liabilities | 58,123 | 60,203 |
Convertible senior notes | 168,899 | 117,928 |
Deferred royalty obligation | 132,478 | 73,088 |
Operating lease liabilities, net of current portion | 10,199 | 11,285 |
Total liabilities | 369,699 | 262,504 |
Stockholders' (deficit) equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 200,000 shares authorized; 75,334 and 73,923 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 8 | 7 |
Additional paid-in capital | 1,082,220 | 1,119,632 |
Accumulated other comprehensive income | 196 | 518 |
Accumulated deficit | (1,165,556) | (1,069,611) |
Total stockholders' (deficit) equity | (83,132) | 50,546 |
Total liabilities and stockholders' (deficit) equity | $ 286,567 | $ 313,050 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 75,334,000 | 73,923,000 |
Common stock, shares outstanding | 75,334,000 | 73,923,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 22,601 | $ 33,514 | $ 45,861 | $ 51,652 |
Operating expenses: | ||||
Cost of sales | 1,138 | 396 | 2,071 | 1,215 |
Research and development | 33,981 | 42,594 | 71,031 | 76,591 |
Selling, general and administrative | 36,530 | 30,843 | 74,180 | 61,521 |
Total operating expenses | 71,649 | 73,833 | 147,282 | 139,327 |
Loss from operations | (49,048) | (40,319) | (101,421) | (87,675) |
Other income (expense): | ||||
Interest income | 165 | 849 | 429 | 1,824 |
Interest expense | (5,001) | (6,758) | (10,096) | (13,267) |
Other income (expense), net | 436 | (61) | 375 | (36) |
Total other expense, net | (4,400) | (5,970) | (9,292) | (11,479) |
Loss before income taxes | (53,448) | (46,289) | (110,713) | (99,154) |
Income tax provision | (134) | (137) | (283) | (203) |
Net loss | $ (53,582) | $ (46,426) | $ (110,996) | $ (99,357) |
Net loss per share—basic and diluted | $ (0.71) | $ (0.63) | $ (1.48) | $ (1.41) |
Weighted-average number of common shares outstanding used in net loss per share-basic and diluted | 75,189 | 73,237 | 74,863 | 70,475 |
Product revenue | ||||
Revenues: | ||||
Total revenues | $ 20,179 | $ 18,601 | $ 41,910 | $ 34,662 |
License and other revenue | ||||
Revenues: | ||||
Total revenues | $ 2,422 | $ 14,913 | $ 3,951 | $ 16,990 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (53,582) | $ (46,426) | $ (110,996) | $ (99,357) |
Comprehensive income (loss): | ||||
Unrealized (loss) gain on investments | (41) | 1,273 | (173) | 959 |
Foreign currency translation adjustments | (64) | 38 | (149) | (31) |
Comprehensive loss | $ (53,687) | $ (45,115) | $ (111,318) | $ (98,429) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (110,996) | $ (99,357) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 464 | 480 |
Net amortization of premiums and discounts on investments | 1,148 | 89 |
Amortization of debt discount and issuance costs | 386 | 3,919 |
Stock-based compensation expense | 15,494 | 11,580 |
Realized and unrealized gain on marketable equity securities | (14) | 0 |
Inventory obsolescence charge | 245 | 0 |
Change in fair value of embedded derivative liability | (610) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,006) | (1,719) |
Inventory | (1,506) | (1,306) |
Prepaid expenses and other current assets | (5,773) | (682) |
Operating lease right-of-use assets | 698 | 605 |
Accounts payable | (2,141) | 903 |
Accrued expenses and other liabilities | 196 | 5,228 |
Deferred revenue | (297) | (4,236) |
Operating lease liabilities | (924) | (792) |
Net cash used in operating activities | (108,636) | (85,288) |
Investing activities | ||
Purchases of property and equipment | 0 | (26) |
Proceeds from sales and maturities of investments | 124,376 | 99,286 |
Purchases of investments | (34,732) | (205,773) |
Net cash provided by (used in) investing activities | 89,644 | (106,513) |
Financing activities | ||
Proceeds from issuance of common stock, net of issuance costs | 9,903 | 161,803 |
Proceeds from the exercise of stock options and shares issued under employee stock purchase plan | 2,833 | 5,072 |
Proceeds from Amended Revenue Interest Agreement | 60,000 | 0 |
Net cash provided by financing activities | 72,736 | 166,875 |
Effect of exchange rate on cash, cash equivalents and restricted cash | (155) | (32) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 53,589 | (24,958) |
Cash, cash equivalents and restricted cash at beginning of period | 89,121 | 130,689 |
Cash, cash equivalents and restricted cash at end of period | 142,710 | 105,731 |
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets | ||
Cash and cash equivalents | 141,309 | 103,102 |
Short-term restricted cash | 762 | 1,915 |
Long-term restricted cash | 639 | 714 |
Total cash, cash equivalents and restricted cash | 142,710 | 105,731 |
Supplemental disclosures: | ||
Cash paid for interest on convertible debt | 2,588 | 2,588 |
Cash paid for amounts included in the measurement of operating lease liabilities | 1,630 | 1,592 |
Cash paid for interest on deferred royalty obligation | $ 4,068 | $ 2,400 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive (loss) Income [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ 49,774 | $ 7 | $ 923,142 | $ (37) | $ (873,338) |
Beginning balance,Shares at Dec. 31, 2019 | 65,370,000 | ||||
Vesting of restricted stock | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock (in shares) | 189,000 | ||||
Exercise of stock options and shares issued under the employee stock purchase plan | 5,072 | $ 0 | 5,072 | 0 | 0 |
Exercise of stock options and shares issued under the employee stock purchase plan, (shares) | 619,000 | ||||
Stock-based compensation expense | 11,580 | $ 0 | 11,580 | 0 | 0 |
Issuance of common stock, net of issuance costs | 161,802 | $ 0 | 161,802 | 0 | 0 |
Issuance of common stock, net of issuance costs (in Shares) | 7,188,000 | ||||
Unrealized (loss) gain on investments | 959 | $ 0 | 0 | 959 | 0 |
Foreign currency translation adjustment | (31) | 0 | 0 | (31) | 0 |
Net loss | (99,357) | 0 | 0 | 0 | (99,357) |
Ending balance at Jun. 30, 2020 | 129,799 | $ 7 | 1,101,596 | 891 | (972,695) |
Ending balance,Shares at Jun. 30, 2020 | 73,366,000 | ||||
Beginning balance at Mar. 31, 2020 | 166,147 | $ 7 | 1,092,829 | (420) | (926,269) |
Beginning balance,Shares at Mar. 31, 2020 | 73,095,000 | ||||
Exercise of stock options and shares issued under the employee stock purchase plan | 2,339 | $ 0 | 2,339 | 0 | 0 |
Exercise of stock options and shares issued under the employee stock purchase plan, (shares) | 271,000 | ||||
Stock-based compensation expense | 6,428 | $ 0 | 6,428 | 0 | 0 |
Unrealized (loss) gain on investments | 1,273 | 0 | 0 | 1,273 | 0 |
Foreign currency translation adjustment | 38 | 0 | 0 | 38 | 0 |
Net loss | (46,426) | 0 | 0 | 0 | (46,426) |
Ending balance at Jun. 30, 2020 | 129,799 | $ 7 | 1,101,596 | 891 | (972,695) |
Ending balance,Shares at Jun. 30, 2020 | 73,366,000 | ||||
Beginning balance at Dec. 31, 2020 | 50,546 | $ 7 | 1,119,632 | 518 | (1,069,611) |
Beginning balance,Shares at Dec. 31, 2020 | 73,923,000 | ||||
Vesting of restricted stock | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock (in shares) | 411,000 | ||||
Exercise of stock options and shares issued under the employee stock purchase plan | 2,833 | $ 0 | 2,833 | 0 | 0 |
Exercise of stock options and shares issued under the employee stock purchase plan, (shares) | 362,000 | ||||
Stock-based compensation expense | 15,494 | $ 0 | 15,494 | 0 | 0 |
Issuance of common stock, net of issuance costs | 9,903 | $ 1 | 9,902 | 0 | 0 |
Issuance of common stock, net of issuance costs (in Shares) | 638,000 | ||||
Cumulative effect adjustment for adoption of new accounting guidance | (50,590) | $ 0 | (65,641) | 0 | 15,051 |
Unrealized (loss) gain on investments | (173) | 0 | 0 | (173) | 0 |
Foreign currency translation adjustment | (149) | 0 | 0 | (149) | 0 |
Net loss | (110,996) | 0 | 0 | 0 | (110,996) |
Ending balance at Jun. 30, 2021 | (83,132) | $ 8 | 1,082,220 | 196 | (1,165,556) |
Ending balance,Shares at Jun. 30, 2021 | 75,334,000 | ||||
Beginning balance at Mar. 31, 2021 | (39,640) | $ 8 | 1,072,025 | 301 | (1,111,974) |
Beginning balance,Shares at Mar. 31, 2021 | 75,062,000 | ||||
Vesting of restricted stock (in shares) | 2,000 | ||||
Exercise of stock options and shares issued under the employee stock purchase plan | 2,060 | $ 0 | 2,060 | 0 | 0 |
Exercise of stock options and shares issued under the employee stock purchase plan, (shares) | 270,000 | ||||
Stock-based compensation expense | 8,135 | $ 0 | 8,135 | 0 | 0 |
Unrealized (loss) gain on investments | (41) | 0 | 0 | (41) | 0 |
Foreign currency translation adjustment | (64) | 0 | 0 | (64) | 0 |
Net loss | (53,582) | 0 | 0 | 0 | (53,582) |
Ending balance at Jun. 30, 2021 | $ (83,132) | $ 8 | $ 1,082,220 | $ 196 | $ (1,165,556) |
Ending balance,Shares at Jun. 30, 2021 | 75,334,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Karyopharm Therapeutics Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”), is a commercial-stage pharmaceutical company pioneering novel cancer therapies and dedicated to the discovery, development and commercialization of first-in-class drugs directed against nuclear export for the treatment of cancer and other diseases. We were incorporated in Delaware on December 22, 2008 and have a principal place of business in Newton, Massachusetts. Our S elective I nhibitor of N uclear E xport (“SINE”) compounds function by binding with and inhibiting the nuclear export protein exportin 1 (“XPO1”). Our initial focus has been on seeking the regulatory approval and commercialization of our lead SINE compound, selinexor, as an oral agent in cancer indications with significant unmet clinical need. XPOVIO ® (selinexor) received its initial U.S. approval from the U.S. Food and Drug Administration in July 2019 and is currently approved and marketed for the following indications: (i) in combination with bortezomib and dexamethasone for the treatment of adult patients with multiple myeloma who have received at least one prior therapy; (ii) in combination with dexamethasone for the treatment of adult patients with relapsed or refractory multiple myeloma who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti-CD38 monoclonal antibody; and (iii) for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”), not otherwise specified, including DLBCL arising from follicular lymphoma, after at least two lines of systemic therapy. In addition, in March 2021 and May 2021, the European Commission and the United Kingdom’s Medicines & Healthcare Products Regulatory Agency granted conditional approval, respectively, of NEXPOVIO ® (selinexor), the brand name for selinexor in Europe, in combination with dexamethasone, to treat adult patients with multiple myeloma who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, two immunomodulatory agents, and an anti-CD38 monoclonal antibody, and who have demonstrated disease progression on the last therapy. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021 (“Annual Report”). Basis of Consolidation The condensed consolidated financial statements at June 30, 2021 include the accounts of Karyopharm Therapeutics Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The significant accounting policies used in preparation of these condensed consolidated financial statements on Form 10-Q are consistent with those discussed in Note 2, “ Summary of Significant Accounting Policies ,” in our Annual Report. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and CARES Act Provisions | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements and CARES Act Provisions | 2. Recent Accounting Pronouncements and CARES Act Provisions Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 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) (“ASU 2020-06”). ASU 2020-06 reduces complexity of accounting for convertible debt and other equity-linked instruments. The new standard is effective for companies that are SEC filers (excluding smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. We early adopted the standard on January 1, 2021 using the modified retrospective basis. Upon adoption of ASU 2020-06, the carrying value of our convertible debt increased by approximately $ 50.6 million with a corresponding decrease to additional paid-in capital of $ 65.6 million and accumulated deficit of $ 15.0 million. Our deferred tax liability also decreased by approximately $ 11.8 million with a corresponding increase in the income tax valuation allowance. While the adoption does not have a material impact to our condensed consolidated statements of operations or condensed consolidated statements of cash flows, non-cash interest expense associated with the amortization of the debt discount will be significantly reduced in periods subsequent to adoption. CARES Act In March 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law and provided an estimated $ 2.2 trillion to fight the COVID-19 pandemic and stimulate the U.S. economy. The business tax provisions of the CARES Act include temporary changes to income and non-income-based tax laws. Some of the key income tax provisions include (1) eliminating 80% of taxable income limitations by allowing corporate entities to fully utilize net operating loss (“NOL”) carryforwards to offset taxable income in 2020, 2019 or 2018 and reinstating it for tax years after 2020; (2) allowing NOLs generated in 2020, 2019 or 2018 to be carried back five years; (3) increasing the net interest expense deduction limit to 50% of adjusted taxable income from 30% for the 2020 and 2019 tax years; (4) allowing taxpayers with alternative minimum tax credits to claim a refund for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as required by the 2017 Tax Cut and Jobs Act; and (5) allowing entities to deduct more of their charitable cash contributions made during calendar year 2020 by increasing the taxable income limitation to 25% from 10%. Companies are required to account for these provisions in the period that includes the March 2020 enactment date (i.e., the first quarter for calendar year-end entities). We have assessed the impact of these provisions and they are not material to our condensed consolidated financial statements or related disclosures. Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to pay its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to closure due to the COVID-19 pandemic to receive a 50% credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds. These measures of the CARES Act also are not material to our condensed consolidated financial statements or related disclosures. |
Product Revenue
Product Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Product Revenue [Member] | |
Product Revenue | 3. Product Revenue To date, our only source of product revenue has been from the U.S. sales of XPOVIO. Net product revenue, including provisions primarily consisting of distribution fees and cash discounts, as well as reserves for chargebacks, rebates and returns, were as follows (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Gross product revenue $ 25,574 $ 22,242 $ 53,118 $ 41,118 Provisions for product revenue ( 5,395 ) ( 3,641 ) ( 11,208 ) ( 6,456 ) Total product revenue, net $ 20,179 $ 18,601 $ 41,910 $ 34,662 As of June 30, 2021 and December 31, 2020, net product revenue of $ 16.3 million and $ 12.9 million, respectively, were included in accounts receivable. To date, we have had no bad debt write-offs and we do not currently have credit issues with any customers. There were no credit losses associated with our accounts receivables as of June 30, 2021 and December 31, 2020 . |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory The following table presents our inventory of XPOVIO (in thousands): June 30, December 31, Raw materials $ 1,825 $ 1,919 Work in process 1,857 646 Finished goods 223 79 Total inventory $ 3,905 $ 2,644 As of June 30, 2021 and December 31, 2020, all of our inventory was related to XPOVIO, which was initially approved by the FDA in July 2019 and at which time we began to capitalize costs to manufacture XPOVIO. Prior to FDA approval of XPOVIO, all costs related to the manufacturing of XPOVIO and related material were charged to research and development expense in the period incurred. Inventory is stated net of inventory reserves of $ 0.6 million and $ 0.3 million, as of June 30, 2021 and December 31, 2020, respectively. For the three and six months ended June 30, 2021 , we recorded an excess and obsolescence provision of $ 0.1 million and $ 0.2 million, respectively. We did no t record an excess and obsolescence provision for both the three and six months ended June 30, 2020. |
License and Asset Purchase Agre
License and Asset Purchase Agreements | 6 Months Ended |
Jun. 30, 2021 | |
License and Asset Purchase Agreements [Member] | |
License and Asset Purchase Agreements | 5. License and Asset Purchase Agreements In prior periods, we entered into out-licensing and asset purchase agreements with Anivive Lifesciences, Inc. (“Anivive”), Biogen MA Inc. (“Biogen”), Antengene Therapeutics Limited (“Antengene”), and FORUS Therapeutics Inc. (“FORUS”), all of which are accounted for within the scope of Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). For further details on the terms and accounting treatment considerations for these contracts, please refer to Note 11, “ License and Asset Purchase Agreements ,” to our consolidated financial statements contained in Item 8 of our Annual Report. We recognized $ 1.0 million and $ 1.8 million in license revenue for the three and six months ended June 30, 2021, respectively, related to our license agreements with Anivive and Antengene . We recognized $ 14.9 million and $ 16.0 million in license revenue for the three and six months ended June 30, 2020, respectively, related to our license agreements with Antengene and Ono Pharmaceutical Co., Ltd. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Financial instruments, including cash, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, are presented at amounts that approximate fair value at June 30, 2021 and December 31, 2020. We are required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1 inputs - Quoted prices in active markets for identical assets or liabilities Level 2 inputs - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 inputs - Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability Our cash equivalents are comprised of money market funds, U.S. government and agency securities, commercial paper and corporate debt securities as presented in the tables below. We measure these investments at fair value. The fair value of cash equivalents is determined based on “Level 1” or “Level 2” inputs. Items classified as Level 2 within the valuation hierarchy consist of corporate debt securities, commercial paper and U.S. government and agency securities. We estimate the fair values of these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include market pricing based on real-time trade data for the same or similar securities, issuer credit spreads, benchmark yields, and other observable inputs. We validate the prices provided by our third-party pricing sources by understanding the models used, obtaining market values from other pricing sources and analyzing pricing data in certain instances. In certain cases where there is limited activity or less transparency around inputs to valuation, the related assets or liabilities are classified as Level 3. The embedded derivative liability associated with our deferred royalty obligation, as discussed further in Note 11, “ Long-Term Obligations ”, is measured at fair value using an option pricing Monte Carlo simulation model and is included as a component of the deferred royalty obligation. The embedded derivative liability is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of other income (expense), net. The assumptions used in the option pricing Monte Carlo simulation model include: (1) our estimates of the probability and timing of related events; (2) the probability-weighted net sales of XPOVIO and any of our other future products, including worldwide net product sales, upfront payments, milestones and royalties; (3) our risk-adjusted discount rate that includes a company specific risk premium; (4) our cost of debt; (5) volatility; and (6) the probability of a change in control occurring during the term of the instrument. Our embedded derivative liability, as well as the estimated fair value of the deferred royalty obligation, is described in Note 2, “ Summary of Significant Accounting Policies ,” and Note 15, “ Long-Term Obligations ” to our consolidated financial statements contained in Item 8 of our Annual Report. The following table presents information about our financial assets and liability that have been measured at fair value at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): Description Total Quoted Significant Significant Financial assets Cash equivalents: Money market funds $ 97,268 $ 97,268 $ — $ — Commercial paper 1,000 1,000 — — Investments: Short-term: Corporate debt securities 77,691 — 77,691 — Commercial paper 15,991 — 15,991 — U.S. government and agency securities 899 — 899 — Long-term: Corporate debt securities (one to two-year maturity) 2,006 — 2,006 — $ 194,855 $ 98,268 $ 96,587 $ — Financial liability Embedded derivative liability $ 2,140 $ — $ 2,140 The following table presents information about our financial assets and liability that have been measured at fair value at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): Description Total Quoted Significant Significant Financial assets Cash equivalents: Money market funds $ 3,586 $ 3,586 $ — $ — U.S. government and agency securities 16,000 16,000 — — Commercial paper 8,999 — 8,999 — Corporate debt securities 2,755 — 2,755 — Investments: Short-term: Corporate debt securities 136,833 — 136,833 — Commercial paper 23,487 — 23,487 — U.S. government and agency securities 3,002 — 3,002 — Long-term: Corporate debt securities (one to two-year maturity) 23,309 — 23,309 — U.S. government and agency securities (one 906 — 906 — $ 218,877 $ 19,586 $ 199,291 $ — Financial liability Embedded derivative liability $ 1,800 $ — $ 1,800 The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative liability during the six months ended June 30, 2021 (in thousands): Embedded Balance as of December 31, 2020 $ 1,800 Change in fair value since issuance ( 610 ) Addition of value as a result of Amended Revenue Interest Agreement 950 Balance as of June 30, 2021 $ 2,140 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 7. Investments The following table summarizes our investments in debt securities, classified as available-for-sale, as of June 30, 2021 (in thousands): Amortized Total Total Aggregate Fair Value Short-term: Corporate debt securities $ 77,586 $ 111 $ ( 6 ) $ 77,691 Commercial paper 15,993 1 ( 3 ) 15,991 U.S. government and agency securities 894 5 — 899 Long-term: Corporate debt securities (one to two-year maturity) 2,006 — — 2,006 $ 96,479 $ 117 $ ( 9 ) $ 96,587 The following table summarizes our investments in debt securities, classified as available-for-sale, as of December 31, 2020 (in thousands): Amortized Total Total Aggregate Fair Value Short-term: Corporate debt securities $ 136,677 $ 189 $ ( 33 ) $ 136,833 Commercial paper 23,485 3 ( 1 ) 23,487 U.S. government and agency securities 3,002 — — 3,002 Long-term: Corporate debt securities (one to two-year 23,195 126 ( 12 ) 23,309 U.S. government and agency securities (one 897 9 — 906 $ 187,256 $ 327 $ ( 46 ) $ 187,537 We determine the appropriate classification of our investments in debt securities at the time of purchase. All of our securities are classified as available-for-sale and are reported as short-term investments or long-term investments based on maturity dates and whether such assets are reasonably expected to be realized in cash or sold or consumed during the normal cycle of business. Available-for-sale investments are recorded at fair value. Short-term and long-term investments are composed of corporate debt securities, commercial paper, certificate of deposit and U.S. government and agency securities. We review investments whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. We evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded on our condensed consolidated balance sheet, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that is no t related to a credit loss is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when we believe the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. The unrealized losses at June 30, 2021 and December 31, 2020 were attributable to changes in interest rates, and we do not believe any unrealized losses represent credit losses. We held 20 and 37 commercial paper and corporate debt securities at June 30, 2021 and December 31, 2020, respectively, that were in an unrealized loss position. We do not intend to sell the investments before recovery of their amortized cost bases, which may be maturity. The following table summarizes these available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded at June 30, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands): Less than 12 Months 12 Months or Longer Total Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Corporate debt securities $ 34,300 $ ( 6 ) $ — $ — $ 34,300 $ ( 6 ) Commercial paper 9,993 ( 3 ) — — 9,993 ( 3 ) Total $ 44,293 $ ( 9 ) $ — $ — $ 44,293 $ ( 9 ) The following table summarizes our debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands): Less than 12 Months 12 Months or Longer Total Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Corporate debt securities $ 85,984 $ ( 45 ) $ — $ — $ 85,984 $ ( 45 ) Commercial paper 2,496 ( 1 ) — — 2,496 ( 1 ) Total $ 88,480 $ ( 46 ) $ — $ — $ 88,480 $ ( 46 ) |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share Basic and diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Our potentially dilutive shares, including stock options, unvested restricted stock and restricted stock units, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): As of June 30, 2021 2020 Outstanding stock options 12,804 11,215 Unvested restricted stock units 2,723 1,693 We have the option to settle the conversion obligation for our 3.00 % convertible senior notes due 2025 (the “Notes”) in cash, shares or any combination of the two. Based on our net loss position, there was no impact on the calculation of dilutive loss per share during the three and six months ended June 30, 2021 and 2020 . |
Stock-based Compensation Expens
Stock-based Compensation Expense | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense | 9. Stock-based Compensation Expense The following table summarizes stock-based compensation expense included in operating expenses (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Cost of sales $ 36 $ 28 $ 80 $ 62 Research and development 3,114 2,692 6,046 4,981 Selling, general and administrative 4,985 3,708 9,368 6,537 Total stock-based compensation expense $ 8,135 $ 6,428 $ 15,494 $ 11,580 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | 10. Equity Underwritten Offerings On March 6, 2020, we completed a follow-on offering under our shelf registration statement on Form S-3 pursuant to which we issued an aggregate of 7,187,500 shares of common stock, which included the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $ 24.00 per share. We received aggregate net proceeds of approximately $ 161.8 million from the offering after deducting the underwriting discounts and commissions and other offering expenses. Open Market Sale Agreement On August 17, 2018, we entered into an Open Market Sale Agreement (the “Open Market Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $ 75.0 million from time to time through Jefferies (the “Open Market Offering”). On May 5, 2020, we entered into Amendment No. 1 to the Open Market Sale Agreement, pursuant to which we increased the maximum aggregate offering price of shares of our common stock that we may issue and sell from time to time through Jefferies, by $ 100.0 million, from $ 75.0 million to up to $ 175.0 million (the “Open Market Shares”). Under the Open Market Sale Agreement, Jefferies may sell the Open Market Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). We may sell the Open Market Shares in amounts and at times to be determined by us from time to time subject to the terms and conditions of the Open Market Sale Agreement, but we have no obligation to sell any of the Open Market Shares in an Open Market Offering. We or Jefferies may suspend or terminate the offering of Open Market Shares upon notice to the other party and subject to other conditions. We have agreed to pay Jefferies commissions for its services in acting as agent in the sale of the Open Market Shares in the amount of up to 3.0 % of gross proceeds from the sale of the Open Market Shares pursuant to the Open Market Sale Agreement. We have also agreed to provide Jefferies with customary indemnification and contribution rights. We did not sell Open Market Shares under the Open Market Sale Agreement during the three months ended June 30, 2021. We sold an aggregate of 638,341 Open Market Shares under the Open Market Sale Agreement, for net proceeds of approximately $ 9.9 million, during the six months ended June 30, 2021. |
Long-Term Obligations
Long-Term Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Obligations | 11. Long-Term Obligation s 3.00% Convertible Senior Notes due 2025 On October 16, 2018, we completed an offering of $ 150.0 million aggregate principal amount of the Notes. In addition, on October 26, 2018, we issued an additional $ 22.5 million aggregate principal amount of the Notes pursuant to the full exercise of the option to purchase additional Notes granted to the initial purchasers in the offering. The Notes were sold in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act. In accordance with accounting guidance in effect at the time of the offering, for debt with conversion and other options, we separately accounted for the liability component (“Liability Component”) and the embedded conversion option (“Equity Component”) of the Notes by allocating the proceeds between the Liability Component and the Equity Component, due to our ability to settle the Notes in cash, shares of our common stock or a combination of cash and shares of our common stock, at our option. In connection with the issuance of the Notes, we incurred approximately $ 5.6 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs between the Liability Component and the Equity Component based on the allocation of the proceeds. Of the total debt issuance costs, $ 2.2 million was allocated to the Equity Component and recorded as a reduction to additional paid-in capital and $ 3.4 million was allocated to the Liability Component and recorded as a reduction of the Notes. The portion allocated to the Liability Component is amortized to interest expense using the effective interest method over seven years . In 2021, upon adoption of ASU 2020-06, we reclassified the Equity Component as of January 1, 2021 and combined it with the Liability Component of the Notes, increasing the carrying value of our convertible debt by approximately $ 50.6 million, with a corresponding decrease to additional paid-in capital of $ 65.6 million and accumulated deficit of $ 15.0 million. Our deferred tax liability related to the Notes also decreased by approximately $ 11.8 million, with a corresponding increase in the income tax valuation allowance. The Notes are senior unsecured obligations and bear interest at a rate of 3.00 % per year payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. Upon conversion, the Notes will be converted into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. The Notes will be subject to redemption at our option, on or after October 15, 2022, in whole or in part, if the conditions described below are satisfied. The Notes will mature on October 15, 2025 , unless earlier converted, redeemed or repurchased in accordance with their terms. Subject to satisfaction of certain conditions and during the periods described below, the Notes may be converted at an initial conversion rate of 63.0731 shares of common stock per $ 1 principal amount of the Notes (equivalent to an initial conversion price of approximately $ 15.85 per share of common stock). Holders of the Notes may convert all or any portion of their Notes, in multiples of $ 1 principal amount, at their option at any time prior to the close of business on the business day immediately preceding June 15, 2025 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2018 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the Notes on each applicable trading day; (2) during the five business day period immediately after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $ 1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call the Notes for redemption, until the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as described within the indenture governing the Notes. As of June 30, 2021, none of the above circumstances had occurred and as such, the Notes could not have been converted. We may not redeem the Notes prior to October 15, 2022. On or after October 15, 2022, we may redeem for cash all or part of the Notes at our option if the last reported sale price of our common stock equals or exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within five trading days prior to the date on which we send any notice of redemption. The redemption price will be 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any convertible note for redemption will constitute a make-whole fundamental change with respect to that convertible note, in which case the conversion rate applicable to the conversion of that convertible note, if it is converted in connection with the redemption, will be increased in certain circumstances. The outstanding balance of the Notes consisted of the following (in thousands): June 30, December 31, Liability component Principal $ 172,500 $ 172,500 Less: debt discount and issuance costs, net ( 3,601 ) ( 54,572 ) Net carrying amount $ 168,899 $ 117,928 Equity component $ — $ 65,641 We determined the expected life of the Notes was equal to its seven-year term. The effective interest rate on the Liability Component of the Notes was 11.85 %. As of June 30, 2021, the “if-converted value” did not exceed the remaining principal amount of the Notes. The fair value of the Notes was determined based on data points other than quoted prices that are observable, either directly or indirectly, and has been classified as Level 2 within the fair value hierarchy. The fair value of the Notes, which differs from their carrying value, is influenced by market interest rates, our stock price and stock price volatility. The estimated fair value of the Notes as of June 30, 2021 and December 31, 2020 was approximately $ 173.1 million and $ 215.8 million, respectively. The following table sets forth total interest expense recognized related to the Notes for the periods indicated (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Contractual interest expense $ 1,294 $ 1,294 $ 2,588 $ 2,588 Amortization of debt discount — 1,911 — 3,732 Amortization of debt issuance costs 195 96 386 187 Total interest expense $ 1,489 $ 3,301 $ 2,974 $ 6,507 Future minimum payments on the Notes as of June 30, 2021 were as follows (in thousands): Years ended December 31, Future Minimum 2021 $ 2,588 2022 5,175 2023 5,175 2024 5,175 2025 177,675 Total minimum payments $ 195,788 Less: interest and issuance costs ( 26,889 ) Convertible senior notes $ 168,899 Deferred Royalty Obligation In September 2019, we entered into a Revenue Interest Financing Agreement (“the Revenue Interest Agreement”) with HealthCare Royalty Partners III, L.P. and HealthCare Royalty Partners IV, L.P. (“HCR”). In June 2021, we, and certain of our subsidiaries, entered into an amendment of the Revenue Interest Agreement (the “Amended Revenue Interest Agreement”) with, among others, HCR. We received $ 75.0 million, less certain transaction expenses, upon closing of the Revenue Interest Agreement (the “First Investment Amount”) and $ 60.0 million upon closing of the Amended Revenue Interest Agreement (the “Second Investment Amount” and together with the First Investment Amount, the “deferred royalty obligation”). The Amended Revenue Interest Agreement provides that we will also receive an additional $ 20.0 million (the “Third Investment Amount”) and an additional $ 20.0 million (the “Fourth Investment Amount” and together with the First Investment Amount, the Second Investment Amount and the Third Investment Amount, the “Investment Amount”) upon the achievement of certain prespecified development and commercial milestones. In exchange for the above payments, HCR will receive payments from us at a tiered percentage (the “Applicable Tiered Percentage”) of net revenues of selinexor and any of our other future products, including worldwide net product sales and upfront payments, milestones, and royalties. The Applicable Tiered Percentage is subject to reduction in the future if a target based on cumulative U.S. net sales of selinexor is met. Total payments to HCR are capped at 185 % of the Investment Amount. If HCR has not received 65 % of the First Investment Amount by December 31, 2022, 100 % of the First Investment Amount and 65 % of the Second Investment amount by December 31, 2024, or 100 % of both the First Investment Amount and the Second Investment Amount by September 30, 2026, we must make a cash payment sufficient to gross up the payments to such minimum amounts. In the event that the Third Investment Amount is funded and HCR has not received 65 % of the First Investment Amount by December 31, 2022, 100 % of the First Investment Amount and 65 % of each of the Second Investment Amount and the Third Investment Amount by December 31, 2024, or 100 % of each of the First Investment Amount, Second Investment Amount and Third Investment Amount by September 30, 2026, we must make a cash payment sufficient to gross up the payments to such minimum amounts. Further, in the event that both the Third Investment Amount and Fourth Investment Amount are funded and HCR has not received 65 % of the First Investment Amount by December 31, 2022, 100 % of the First Investment Amount and 65 % of each of the Second Investment Amount, Third Investment Amount and Fourth Investment Amount by December 31, 2024, or 100 % of the Investment Amount by September 30, 2026, we must make a cash payment sufficient to gross up the payments to such minimum amounts. As the repayment of the funded amount is contingent upon worldwide net product sales and upfront payments, milestones, and royalties, the repayment term may be shortened or extended depending on actual worldwide net product sales and upfront payments, milestones, and royalties. The repayment period commenced on October 1, 2019 for the First Investment Amount and on July 1, 2021 for the Second Investment Amount, and expires on the earlier of (i) the date in which HCR has received cash payments totaling an aggregate of 185 % of the Investment Amount or (ii) the legal maturity date of October 1, 2031. If HCR has not received payments equal to 185 % of the Investment Amount by the twelve-year anniversary of the initial closing date, we will be required to pay an amount equal to the Investment Amount plus a specific annual rate of return less payments previously received by HCR. In the event of a change of control, we are obligated to pay HCR an amount equal to 185 % of the Investment Amount less payments previously received by HCR. In addition, upon the occurrence of an event of default, including, among others, our failure to pay any amounts due to HCR under the deferred royalty obligation, insolvency, our failure to pay indebtedness when due, the revocation of regulatory approval of XPOVIO in the U.S. or our breach of any covenant contained in the Amended Revenue Interest Agreement and our failure to cure the breach within the prescribed time frame, we are obligated to pay HCR an amount equal to 185 % of the Investment Amount less payments previously received by HCR. In addition, upon an event of default, HCR may exercise all other rights and remedies available under the Amended Revenue Interest Agreement, including foreclosing on the collateral that was pledged to HCR, which consists of all of our present and future assets relating to XPOVIO. As of June 30, 2021, we have made $ 10.1 million in payments to HCR. We have evaluated the terms of the deferred royalty obligation and concluded that the features of both the First Investment Amount and Second Investment Amount are similar to those of a debt instrument. Accordingly, we have accounted for the transaction as long-term debt and presented it as a deferred royalty obligation on our condensed consolidated balance sheet. We have accounted for the Amended Revenue Interest Agreement as a debt modification under ASC 740-50, Debt - Modifications and Extinguishments . We have further evaluated the terms of the debt and determined that the repayment of 185 % of the Investment Amount, less any payments made to date, upon a change of control is an embedded derivative that requires bifurcation from the debt instrument and fair value recognition. We determined the fair value of the derivative using an option pricing Monte Carlo simulation model taking into account the probability of change of control occurring and potential repayment amounts and timing of such payments that would result under various scenarios, as further described in Note 6, “ Fair Value of Financial Instruments” to our condensed consolidated financial statements. The aggregate fair value of the embedded derivative liability was $ 2.1 million as of June 30, 2021 and $ 1.8 million as of December 31, 2020. We recorded a $ 0.6 million gain on the embedded derivative associated with the First Investment Amount in other (income) expense, net during the three and six months ended June 30, 2021 and did no t incur a gain or loss on the embedded derivative during the three and six months ended June 30, 2020. We will remeasure the embedded derivative to fair value each reporting period until the time the features lapse and/or termination of the deferred royalty obligation. The effective interest rate as of June 30, 2021 was approximately 19.0 %. In connection with the First Investment Amount, we incurred debt issuance costs totaling $ 1.4 million. Debt issuance costs have been netted against the debt and are being amortized over the estimated term of the debt using the effective interest method, adjusted on a prospective basis for changes in the underlying assumptions and inputs. The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs requires that we make estimates that could impact the short and long-term classification of these costs, as well as the period over which these costs will be amortized. The carrying value of the deferred royalty obligation at June 30, 2021 was $ 130.3 million based on $ 135.0 million of proceeds, net of the fair value of the bifurcated embedded derivative liability upon execution of the Revenue Interest Agreement and the Amended Revenue Interest Agreement, and debt issuance costs incurred. The carrying value of the deferred royalty obligation at December 31, 2020 was $ 71.3 million based on $ 75.0 million of proceeds, net of the fair value of the bifurcated embedded derivative liability upon execution of the Revenue Interest Financing Agreement, and debt issuance costs incurred. The carrying value of the deferred royalty obligation approximated fair value at June 30, 2021 and December 31, 2020 and was measured using Level 3 inputs. The estimated fair market value was calculated using an option pricing Monte Carlo simulation model with inputs consistent with those used in determining the embedded derivative values as described in Note 6, “ Fair Value of Financial Instruments” to our condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On November 24, 2020, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Neumedicines Inc. (“Neumedicines”). Pursuant to the Asset Purchase Agreement, we agreed to acquire certain assets from Neumedicines, including HemaMax, a proprietary recombinant human interleukin 12 (“IL-12”). The acquisition of the acquired assets closed on July 22, 2021 (the “Closing”), at which time we paid $ 6.0 million in cash and issued 150,000 unregistered shares of our common stock to Neumedicines for the acquired assets under the Asset Purchase Agreement. Further, we will owe Neumedicines up to $ 65.0 million in royalty payments on net product sales of IL-12 products and an additional 75,000 shares of our common stock as well as other contingent cash payments upon the satisfaction of certain development milestones. Contemporaneously with the Closing, we entered into a license agreement with Libo Pharma Corp. (“Libo”) under which we granted to Libo an exclusive license to manufacture, develop and commercialize IL-12 products in certain countries in Asia, Africa and Oceania. On July 30, 2021, Antengene announced that the South Korean Ministry of Food and Drug Safety approved its New Drug Application for selinexor (i) in combination with dexamethasone for the treatment of adult patients with relapsed or refractory multiple myeloma who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti‐CD38 monoclonal antibody and (ii) for the treatment of adult patients with relapsed or refractory DLBCL who have received at least two prior lines of treatment. Under the terms of our license agreement with Antengene, the regulatory approval of these two indications triggered $ 10.0 million in regulatory milestone payments due from Antengene, which we expect to receive in the third quarter of 2021. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021 (“Annual Report”). |
Basis of Consolidation | Basis of Consolidation The condensed consolidated financial statements at June 30, 2021 include the accounts of Karyopharm Therapeutics Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The significant accounting policies used in preparation of these condensed consolidated financial statements on Form 10-Q are consistent with those discussed in Note 2, “ Summary of Significant Accounting Policies ,” in our Annual Report. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 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) (“ASU 2020-06”). ASU 2020-06 reduces complexity of accounting for convertible debt and other equity-linked instruments. The new standard is effective for companies that are SEC filers (excluding smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. We early adopted the standard on January 1, 2021 using the modified retrospective basis. Upon adoption of ASU 2020-06, the carrying value of our convertible debt increased by approximately $ 50.6 million with a corresponding decrease to additional paid-in capital of $ 65.6 million and accumulated deficit of $ 15.0 million. Our deferred tax liability also decreased by approximately $ 11.8 million with a corresponding increase in the income tax valuation allowance. While the adoption does not have a material impact to our condensed consolidated statements of operations or condensed consolidated statements of cash flows, non-cash interest expense associated with the amortization of the debt discount will be significantly reduced in periods subsequent to adoption. CARES Act In March 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law and provided an estimated $ 2.2 trillion to fight the COVID-19 pandemic and stimulate the U.S. economy. The business tax provisions of the CARES Act include temporary changes to income and non-income-based tax laws. Some of the key income tax provisions include (1) eliminating 80% of taxable income limitations by allowing corporate entities to fully utilize net operating loss (“NOL”) carryforwards to offset taxable income in 2020, 2019 or 2018 and reinstating it for tax years after 2020; (2) allowing NOLs generated in 2020, 2019 or 2018 to be carried back five years; (3) increasing the net interest expense deduction limit to 50% of adjusted taxable income from 30% for the 2020 and 2019 tax years; (4) allowing taxpayers with alternative minimum tax credits to claim a refund for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as required by the 2017 Tax Cut and Jobs Act; and (5) allowing entities to deduct more of their charitable cash contributions made during calendar year 2020 by increasing the taxable income limitation to 25% from 10%. Companies are required to account for these provisions in the period that includes the March 2020 enactment date (i.e., the first quarter for calendar year-end entities). We have assessed the impact of these provisions and they are not material to our condensed consolidated financial statements or related disclosures. Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to pay its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to closure due to the COVID-19 pandemic to receive a 50% credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds. These measures of the CARES Act also are not material to our condensed consolidated financial statements or related disclosures. |
Product Revenue (Tables)
Product Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
XPOVIO [Member] | |
Summary of Product Revenue | To date, our only source of product revenue has been from the U.S. sales of XPOVIO. Net product revenue, including provisions primarily consisting of distribution fees and cash discounts, as well as reserves for chargebacks, rebates and returns, were as follows (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Gross product revenue $ 25,574 $ 22,242 $ 53,118 $ 41,118 Provisions for product revenue ( 5,395 ) ( 3,641 ) ( 11,208 ) ( 6,456 ) Total product revenue, net $ 20,179 $ 18,601 $ 41,910 $ 34,662 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table presents our inventory of XPOVIO (in thousands): June 30, December 31, Raw materials $ 1,825 $ 1,919 Work in process 1,857 646 Finished goods 223 79 Total inventory $ 3,905 $ 2,644 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets That Have Been Measured at Fair Value | The following table presents information about our financial assets and liability that have been measured at fair value at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): Description Total Quoted Significant Significant Financial assets Cash equivalents: Money market funds $ 97,268 $ 97,268 $ — $ — Commercial paper 1,000 1,000 — — Investments: Short-term: Corporate debt securities 77,691 — 77,691 — Commercial paper 15,991 — 15,991 — U.S. government and agency securities 899 — 899 — Long-term: Corporate debt securities (one to two-year maturity) 2,006 — 2,006 — $ 194,855 $ 98,268 $ 96,587 $ — Financial liability Embedded derivative liability $ 2,140 $ — $ 2,140 The following table presents information about our financial assets and liability that have been measured at fair value at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands): Description Total Quoted Significant Significant Financial assets Cash equivalents: Money market funds $ 3,586 $ 3,586 $ — $ — U.S. government and agency securities 16,000 16,000 — — Commercial paper 8,999 — 8,999 — Corporate debt securities 2,755 — 2,755 — Investments: Short-term: Corporate debt securities 136,833 — 136,833 — Commercial paper 23,487 — 23,487 — U.S. government and agency securities 3,002 — 3,002 — Long-term: Corporate debt securities (one to two-year maturity) 23,309 — 23,309 — U.S. government and agency securities (one 906 — 906 — $ 218,877 $ 19,586 $ 199,291 $ — Financial liability Embedded derivative liability $ 1,800 $ — $ 1,800 |
Schedule of Changes in the Estimated Fair Value of Our Embedded Derivative Liability | The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative liability during the six months ended June 30, 2021 (in thousands): Embedded Balance as of December 31, 2020 $ 1,800 Change in fair value since issuance ( 610 ) Addition of value as a result of Amended Revenue Interest Agreement 950 Balance as of June 30, 2021 $ 2,140 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments, Classified as Available-for-Sale | The following table summarizes our investments in debt securities, classified as available-for-sale, as of June 30, 2021 (in thousands): Amortized Total Total Aggregate Fair Value Short-term: Corporate debt securities $ 77,586 $ 111 $ ( 6 ) $ 77,691 Commercial paper 15,993 1 ( 3 ) 15,991 U.S. government and agency securities 894 5 — 899 Long-term: Corporate debt securities (one to two-year maturity) 2,006 — — 2,006 $ 96,479 $ 117 $ ( 9 ) $ 96,587 The following table summarizes our investments in debt securities, classified as available-for-sale, as of December 31, 2020 (in thousands): Amortized Total Total Aggregate Fair Value Short-term: Corporate debt securities $ 136,677 $ 189 $ ( 33 ) $ 136,833 Commercial paper 23,485 3 ( 1 ) 23,487 U.S. government and agency securities 3,002 — — 3,002 Long-term: Corporate debt securities (one to two-year 23,195 126 ( 12 ) 23,309 U.S. government and agency securities (one 897 9 — 906 $ 187,256 $ 327 $ ( 46 ) $ 187,537 |
Debt Securities Available-For-Sale | The following table summarizes these available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded at June 30, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands): Less than 12 Months 12 Months or Longer Total Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Corporate debt securities $ 34,300 $ ( 6 ) $ — $ — $ 34,300 $ ( 6 ) Commercial paper 9,993 ( 3 ) — — 9,993 ( 3 ) Total $ 44,293 $ ( 9 ) $ — $ — $ 44,293 $ ( 9 ) The following table summarizes our debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands): Less than 12 Months 12 Months or Longer Total Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Aggregate Related Fair Value Unrealized Corporate debt securities $ 85,984 $ ( 45 ) $ — $ — $ 85,984 $ ( 45 ) Commercial paper 2,496 ( 1 ) — — 2,496 ( 1 ) Total $ 88,480 $ ( 46 ) $ — $ — $ 88,480 $ ( 46 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities Were Excluded From The Calculation of Diluted Net Loss Per Share Due to Their Anti-Dilutive Effect | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): As of June 30, 2021 2020 Outstanding stock options 12,804 11,215 Unvested restricted stock units 2,723 1,693 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Total Stock-based Compensation Expense Recognized in Connection with All Share-based Payment Awards | The following table summarizes stock-based compensation expense included in operating expenses (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Cost of sales $ 36 $ 28 $ 80 $ 62 Research and development 3,114 2,692 6,046 4,981 Selling, general and administrative 4,985 3,708 9,368 6,537 Total stock-based compensation expense $ 8,135 $ 6,428 $ 15,494 $ 11,580 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) - 3% Convertible Senior Notes Due 2025 [Member] | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Outstanding Balances of Convertible Notes | The outstanding balance of the Notes consisted of the following (in thousands): June 30, December 31, Liability component Principal $ 172,500 $ 172,500 Less: debt discount and issuance costs, net ( 3,601 ) ( 54,572 ) Net carrying amount $ 168,899 $ 117,928 Equity component $ — $ 65,641 |
Schedule of Interest Expense Recognized Related to Convertible Notes | The following table sets forth total interest expense recognized related to the Notes for the periods indicated (in thousands): For the Three Months For the Six Months 2021 2020 2021 2020 Contractual interest expense $ 1,294 $ 1,294 $ 2,588 $ 2,588 Amortization of debt discount — 1,911 — 3,732 Amortization of debt issuance costs 195 96 386 187 Total interest expense $ 1,489 $ 3,301 $ 2,974 $ 6,507 |
Summary of Future Minimum Payments on Convertible Notes | Future minimum payments on the Notes as of June 30, 2021 were as follows (in thousands): Years ended December 31, Future Minimum 2021 $ 2,588 2022 5,175 2023 5,175 2024 5,175 2025 177,675 Total minimum payments $ 195,788 Less: interest and issuance costs ( 26,889 ) Convertible senior notes $ 168,899 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements and CARES Act Provisions - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2021 | Mar. 31, 2020 |
Covid19 [Member] | ||
Accounting Policies And General Information [Line Items] | ||
Unusual Loss | $ 2,200,000 | |
Adjustments for New Accounting Principle, Early Adoption [Member] | ||
Accounting Policies And General Information [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 50.6 | |
Decrease in additional paid-in capital | 65.6 | |
Decrease in accumulated deficit | 15 | |
Increase in Income tax valuation allowance | $ 11.8 |
Product Revenue - Summary of Pr
Product Revenue - Summary of Product Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total product revenue, net | $ 22,601 | $ 33,514 | $ 45,861 | $ 51,652 |
Product revenue | ||||
Gross product revenue | 25,574 | 22,242 | 53,118 | 41,118 |
Provisions for product revenue | (5,395) | (3,641) | (11,208) | (6,456) |
Total product revenue, net | $ 20,179 | $ 18,601 | $ 41,910 | $ 34,662 |
Product Revenue - Additional In
Product Revenue - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 17,887,000 | $ 12,881,000 |
Bad debt write-offs | 0 | |
Credit losses | 0 | 0 |
Product Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 16,300,000 | $ 12,900,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory Current (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,825 | $ 1,919 |
Work in process | 1,857 | 646 |
Finished goods | 223 | 79 |
Total inventory | $ 3,905 | $ 2,644 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||||
Inventory obsolescence charge | $ 100 | $ 0 | $ 245 | $ 0 | |
Inventory Valuation Reserves | $ 600 | $ 600 | $ 300 |
License and Asset Purchase Ag_2
License and Asset Purchase Agreements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Anivive and Antengene [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Milestone payments receivable | $ 1 | $ 1.8 |
Antengene and Ono Pharmaceutical [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Milestone payments receivable | $ 14.9 | $ 16 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Assets That Have Been Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 96,587 | $ 187,537 |
Total | 194,855 | 218,877 |
Financial liability | ||
Embedded derivative liability | 2,140 | 1,800 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 98,268 | 19,586 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 96,587 | 199,291 |
Level 3 [Member] | ||
Financial liability | ||
Embedded derivative liability | 2,140 | 1,800 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,755 | |
Corporate Debt Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,755 | |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,000 | 8,999 |
Commercial Paper [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,000 | |
Commercial Paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 8,999 | |
US Government and Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,000 | |
US Government and Agency Securities [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,000 | |
Short-term [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 77,691 | 136,833 |
Short-term [Member] | Corporate Debt Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 77,691 | 136,833 |
Short-term [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 15,991 | 23,487 |
Short-term [Member] | Commercial Paper [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 15,991 | 23,487 |
Short-term [Member] | US Government and Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 899 | 3,002 |
Short-term [Member] | US Government and Agency Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 899 | 3,002 |
Long-term [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 2,006 | 23,309 |
Long-term [Member] | Corporate Debt Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 2,006 | 23,309 |
Long-term [Member] | US Government and Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 906 | |
Long-term [Member] | US Government and Agency Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 906 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 97,268 | 3,586 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 97,268 | $ 3,586 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - The Changes in the Estimated Fair Value of Our Embedded Derivative Liability - (Details) - Embedded Derivative Financial Instruments [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 1,800 |
Change in fair value of derivative since issuance | (610) |
Addition of value as a result of Amended Revenue Interest Agreement | 950 |
Ending balance | $ 2,140 |
Investments - Summary of Invest
Investments - Summary of Investments, Classified as Available-for-Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 96,479 | $ 187,256 |
Total Unrealized Gains | 117 | 327 |
Total Unrealized Loss | (9) | (46) |
Aggregate Fair Value | 96,587 | 187,537 |
Short-term [Member] | Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 77,586 | 136,677 |
Total Unrealized Gains | 111 | 189 |
Total Unrealized Loss | (6) | (33) |
Aggregate Fair Value | 77,691 | 136,833 |
Short-term [Member] | Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,993 | 23,485 |
Total Unrealized Gains | 1 | 3 |
Total Unrealized Loss | (3) | (1) |
Aggregate Fair Value | 15,991 | 23,487 |
Short-term [Member] | US Government and Agency Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 894 | 3,002 |
Total Unrealized Gains | 5 | 0 |
Total Unrealized Loss | 0 | 0 |
Aggregate Fair Value | 899 | 3,002 |
Long-term [Member] | Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,006 | 23,195 |
Total Unrealized Gains | 0 | 126 |
Total Unrealized Loss | 0 | (12) |
Aggregate Fair Value | $ 2,006 | 23,309 |
Long-term [Member] | US Government and Agency Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 897 | |
Total Unrealized Gains | 9 | |
Total Unrealized Loss | 0 | |
Aggregate Fair Value | $ 906 |
Investments - Debt Securities A
Investments - Debt Securities Available-For-Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Unrealized Losses, Less than 12 Months | $ (9) | $ (46) |
Fair Value, Less than 12 Months | 44,293 | 88,480 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | (9) | (46) |
Fair Value | 44,293 | 88,480 |
Corporate Debt Securities [Member] | ||
Unrealized Losses, Less than 12 Months | (6) | (45) |
Fair Value, Less than 12 Months | 34,300 | 85,984 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | (6) | (45) |
Fair Value | 34,300 | 85,984 |
Commercial Paper [Member] | ||
Unrealized Losses, Less than 12 Months | (3) | (1) |
Fair Value, Less than 12 Months | 9,993 | 2,496 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss, Total | (3) | (1) |
Fair Value | $ 9,993 | $ 2,496 |
Investments - Additional Inform
Investments - Additional Information (Detail) | Jun. 30, 2021USD ($)Security | Dec. 31, 2020Security |
Debt Securities, Available-for-sale [Line Items] | ||
Number of debt securities with unrealized loss position for less than one year | Security | 20 | 37 |
Unrealized losses, other-than-temporary impairments | $ | $ 0 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) | Oct. 16, 2018 | Jun. 30, 2021 |
3% Convertible Senior Notes Due 2025 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Notes, interest rate | 3.00% | 3.00% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Were Excluded From The Calculation of Diluted Net Loss Per Share Due to Their Anti-Dilutive Effect (Detail) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities excluded from the calculation of diluted net loss per share due to anti-dilutive effect (in shares) | 12,804,000 | 11,215,000 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities excluded from the calculation of diluted net loss per share due to anti-dilutive effect (in shares) | 2,723,000 | 1,693,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Total Stock-based Compensation Expense Recognized in Connection with All Share-based Payment Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 8,135 | $ 6,428 | $ 15,494 | $ 11,580 |
Cost of Sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 36 | 28 | 80 | 62 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 3,114 | 2,692 | 6,046 | 4,981 |
Selling,General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 4,985 | $ 3,708 | $ 9,368 | $ 6,537 |
Equity - Controlled Equity Offe
Equity - Controlled Equity Offering Sales Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 06, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 05, 2020 | May 04, 2020 | Aug. 17, 2018 |
Common Stock [Member] | ||||||
Equity Offering [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 7,187,500 | 638,000 | 7,188,000 | |||
Public offering price of common shares | $ 24 | |||||
Net proceeds after deducting underwriting discounts, commissions and offering expenses | $ 161.8 | |||||
Open Market Sale Agreement [Member] | ||||||
Equity Offering [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 638,341 | |||||
Net proceeds from sale of common stock | $ 9.9 | |||||
Maximum [Member] | Jefferies LLC [Member] | Open Market Sale Agreement [Member] | ||||||
Equity Offering [Line Items] | ||||||
Aggregate offering price | $ 175 | $ 75 | $ 75 | |||
Percentage of commission of gross proceeds from the sale of Shares | 3.00% | |||||
Additional aggregate offering price | $ 100 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Detail) | Oct. 15, 2022d | Jan. 01, 2021USD ($) | Oct. 16, 2018USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021d | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)d$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Oct. 26, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||||
Accumulated deficit | $ 1,165,556,000 | $ 1,165,556,000 | $ 1,069,611,000 | ||||||||
Debt instrument convertible threshold consecutive trading days | d | 5 | ||||||||||
Description of debt instrument convertible period | during the five business day period immediately after any five consecutive trading day period | ||||||||||
Principal amount of notes used in conversion rate | $ 1,000 | ||||||||||
Debt instrument convertible threshold maximum percentage of product of last reported sale price of common stock | 98.00% | ||||||||||
Fair Value of embeded derivative liability | 2,140,000 | $ 2,140,000 | 1,800,000 | ||||||||
Gain or loss on the Embeded derivative | 600,000 | $ 0 | 610,000 | $ 0 | |||||||
Level 3 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Fair Value of embeded derivative liability | 2,140,000 | 2,140,000 | 1,800,000 | ||||||||
Deferred Royalty Obligation [Member] | Level 3 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deferred royalty obligation at fair value | 130,300,000 | 130,300,000 | 71,300,000 | ||||||||
HealthCare Royalty Partners IV LP [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty payments | 10,100,000 | 10,100,000 | |||||||||
Revenue Interest Financing Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt issuance costs | $ 1,400,000 | $ 1,400,000 | |||||||||
First investment amount | $ 75,000,000 | 75,000,000 | |||||||||
Revenue Interest Financing Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On December 31, 2022 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage on First Investment Amount | 65.00% | 65.00% | |||||||||
Revenue Interest Financing Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On December 31, 2024 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage on First Investment Amount | 100.00% | 100.00% | |||||||||
Revenue Interest Financing Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On September 30, 2026 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage on First Investment Amount | 100.00% | 100.00% | |||||||||
Amended Revenue Interest Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Second investment amount | $ 60,000,000 | ||||||||||
Third investment amount | 20,000,000 | ||||||||||
Fourth Investment Amount | $ 20,000,000 | ||||||||||
Amended Revenue Interest Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On December 31, 2024 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage on Second Investment Amount | 65.00% | 65.00% | |||||||||
Royalty Payable Percentage on Third Investment Amount | 65.00% | 65.00% | |||||||||
Royalty Payable Percentage on Fourth Investment Amount | 65.00% | 65.00% | |||||||||
Amended Revenue Interest Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On September 30, 2026 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage on Second Investment Amount | 100.00% | 100.00% | |||||||||
Royalty Payable Percentage on Third Investment Amount | 100.00% | 100.00% | |||||||||
Revenue Interest Agreement And Amended Revenue Interest Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
First investment amount | $ 135,000,000 | ||||||||||
Debt Instrument Interest Rate | 19.00% | 19.00% | |||||||||
Revenue Interest Agreement And Amended Revenue Interest Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate Royalties Percentage | 185.00% | 185.00% | |||||||||
Revenue Interest Agreement And Amended Revenue Interest Agreement [Member] | HealthCare Royalty Partners IV LP [Member] | Royalty Due On September 30, 2026 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Royalty Payable Percentage | 100.00% | 100.00% | |||||||||
Convertible Note Offering [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes converted in to common stock, amount | shares | 63.0731 | ||||||||||
Notes converted in to common stock, shares | $ 1 | ||||||||||
Notes, conversion price per share | $ / shares | $ 15.85 | $ 15.85 | |||||||||
3% Convertible Senior Notes Due 2025 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ 150,000,000 | $ 22,500,000 | |||||||||
Debt issuance costs | $ 5,600,000 | $ 5,600,000 | |||||||||
Debt issuance costs allocated to equity component and recorded as a reduction to additional paid-in capital | 2,200,000 | ||||||||||
Debt issuance costs allocated to liability component and recorded as a reduction of convertible notes | $ 3,400,000 | ||||||||||
Debt discount and issuance costs amortized to interest expense, amortization period | 7 years | ||||||||||
Notes, interest rate | 3.00% | 3.00% | |||||||||
Notes, maturity date | Oct. 15, 2025 | ||||||||||
Principal amount of notes used in conversion rate | 1 | $ 1 | |||||||||
Debt instrument, convertible latest date | Jun. 15, 2025 | ||||||||||
Notes conversion price, percentage | 130.00% | ||||||||||
Notes instrument, trading days | d | 20 | ||||||||||
Debt instrument convertible threshold consecutive trading days | d | 30 | ||||||||||
Estimated fair value of convertible notes | $ 173,100,000 | $ 173,100,000 | $ 215,800,000 | ||||||||
Expected life of convertible notes | 7 years | ||||||||||
Debt Instrument Interest Rate | 11.85% | 11.85% | |||||||||
3% Convertible Senior Notes Due 2025 [Member] | Scenario, Forecast [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes conversion price, percentage | 130.00% | ||||||||||
Notes instrument, trading days | d | 20 | ||||||||||
Debt instrument convertible threshold consecutive trading days | d | 30 | ||||||||||
Notes, repurchase price | 100.00% | ||||||||||
ASU 2020-06 [Member] | 3% Convertible Senior Notes Due 2025 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Decrease to additional paid-in capital | $ (65,600,000) | ||||||||||
Accumulated deficit | (15,000,000) | ||||||||||
Decrease in deferred tax liability | (11,800,000) | ||||||||||
ASU 2020-06 [Member] | 3% Convertible Senior Notes Due 2025 [Member] | Convertible Note Offering [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Increase in carrying value of debt | $ 50,600,000 |
Long-Term Obligations - Summary
Long-Term Obligations - Summary of Outstanding Balances of Convertible Notes (Detail) - 3% Convertible Senior Notes Due 2025 [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Liability component: | ||
Principal | $ 172,500 | $ 172,500 |
Less: debt discount and issuance costs, net | (3,601) | (54,572) |
Net carrying amount | 168,899 | 117,928 |
Equity component | $ 0 | $ 65,641 |
Long-Term Obligations - Schedul
Long-Term Obligations - Schedule of Interest Expense Recognized Related to Convertible Notes (Detail) - 3% Convertible Senior Notes Due 2025 [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 1,294 | $ 1,294 | $ 2,588 | $ 2,588 |
Amortization of debt discount | 0 | 1,911 | 0 | 3,732 |
Amortization of debt issuance costs | 195 | 96 | 386 | 187 |
Total interest expense | $ 1,489 | $ 3,301 | $ 2,974 | $ 6,507 |
Long-Term Obligations - Summa_2
Long-Term Obligations - Summary of Future Minimum Payments on Convertible Notes (Detail) - 3% Convertible Senior Notes Due 2025 [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 2,588 |
2022 | 5,175 |
2023 | 5,175 |
2024 | 5,175 |
2025 | 177,675 |
Total minimum payments | 195,788 |
Less: interest and issuance costs | (26,889) |
Convertible senior notes | $ 168,899 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] - USD ($) $ in Millions | Jul. 22, 2021 | Jul. 30, 2021 |
Neumedicines [Member] | ||
Subsequent Event [Line Items] | ||
Cash paid for assets acquired | $ 6 | |
Share issued for assets acquired | 150,000 | |
Additional Common Share Issued On Assets Acquired | 75,000 | |
Antengene [Member] | ||
Subsequent Event [Line Items] | ||
Regulatory Milestone Payments | $ 10 | |
Maximum [Member] | Neumedicines [Member] | ||
Subsequent Event [Line Items] | ||
Maximum royalty payments | $ 65 |