Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | EPZM | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Entity Registrant Name | EPIZYME, INC. | |
Entity Central Index Key | 0001571498 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 101,061,195 | |
Entity Shell Company | false | |
Entity File Number | 001-35945 | |
Entity Tax Identification Number | 26-1349956 | |
Entity Address, Address Line One | 400 Technology Square | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 229-5872 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 179,262 | $ 139,482 |
Marketable securities | 197,199 | 241,605 |
Accounts receivable, net | 1,649 | 2,567 |
Inventory | 1,703 | |
Prepaid expenses and other current assets | 22,627 | 15,523 |
Total current assets | 402,440 | 399,177 |
Property and equipment, net | 2,071 | 2,219 |
Operating lease assets | 20,473 | 21,206 |
Intangible assets, net | 24,702 | |
Restricted cash and other assets | 1,951 | 1,987 |
Total assets | 451,637 | 424,589 |
Current liabilities: | ||
Accounts payable | 5,928 | 8,782 |
Accrued expenses | 18,060 | 22,549 |
Current portion of operating lease obligation | 3,179 | 3,039 |
Other current liabilities | 16 | 16 |
Total current liabilities | 27,183 | 34,386 |
Operating lease obligation, net of current portion | 18,825 | 19,120 |
Deferred revenue, net of current portion | 3,806 | 3,806 |
Long-term debt, net of debt discount | 48,381 | 23,309 |
Other long-term liabilities | 38 | 38 |
Liability related to sale of future royalties | 13,087 | 12,793 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; 338 shares and 350 shares issued and outstanding, respectively (equivalent to 3,378 shares and 3,500 shares of common stock, respectively, upon conversion at a 10:1 ratio) | 36,127 | 37,432 |
Common stock, $0.0001 par value; 125,000 shares authorized; 101,047 shares and 97,783 shares issued and outstanding, respectively | 10 | 10 |
Additional paid-in capital | 1,112,211 | 1,050,695 |
Accumulated other comprehensive (loss) income | (75) | 19 |
Accumulated deficit | (807,956) | (757,019) |
Total stockholders’ equity | 340,317 | 331,137 |
Total liabilities and stockholders’ equity | $ 451,637 | $ 424,589 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 338,000 | 350,000 |
Preferred stock, shares outstanding | 338,000 | 350,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 101,047,000 | 97,783,000 |
Common stock, shares outstanding | 101,047,000 | 97,783,000 |
Common stock conversion ratio | 10.00% | 10.00% |
Common stock upon conversion | 3,378,000 | 3,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 1,354 | $ 7,891 |
Operating expenses: | ||
Cost of product revenue | 614 | |
Research and development | 25,163 | 26,896 |
Selling, general and administrative | 26,927 | 11,986 |
Total operating expenses | 52,704 | 38,882 |
Operating loss | (51,350) | (30,991) |
Other income, net: | ||
Interest income, net | 756 | 1,658 |
Other (expense), net | (48) | (6) |
Non-cash interest expense related to sale of future royalties | (295) | |
Other income, net | 413 | 1,652 |
Net loss | (50,937) | (29,339) |
Other comprehensive income (loss): | ||
Unrealized (loss) gain on available-for-sale securities | (94) | 86 |
Comprehensive loss | (51,031) | (29,253) |
Reconciliation of net loss to net loss attributable to common stockholders: | ||
Net loss | (50,937) | (29,339) |
Accretion of convertible preferred stock | (2,940) | |
Net loss attributable to common stockholders | $ (50,937) | $ (32,279) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.51) | $ (0.39) |
Diluted | $ (0.51) | $ (0.39) |
Weighted-average common shares outstanding used in net loss per share attributable to common stockholders: | ||
Basic | 99,616 | 82,424 |
Diluted | 99,616 | 82,424 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 1,284 | |
Collaboration Revenue | ||
Revenue: | ||
Total revenue | $ 70 | $ 7,891 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (50,937) | $ (29,339) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 512 | 207 |
Stock-based compensation | 6,510 | 3,211 |
Amortization of discount on investments | (270) | (690) |
Amortization of debt discount | 83 | |
Loss on disposal of property and equipment | 19 | |
Non-cash interest expense associated with the sale of future royalties | 295 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 918 | 7,090 |
Inventory | (1,703) | |
Prepaid expenses and other current assets | (7,104) | (3,051) |
Accounts payable | (2,716) | 3,174 |
Accrued expenses | (4,489) | (4,274) |
Deferred revenue | (7,891) | |
Operating lease assets | 733 | 943 |
Operating lease liabilities | (155) | (963) |
Other assets | 36 | 21 |
Net cash used in operating activities | (58,268) | (31,562) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of available-for-sale securities | (13,999) | (173,151) |
Maturities of available-for-sale securities | 58,578 | 100,720 |
Purchase of intangible asset | 25,000 | |
Purchases of property and equipment | (63) | (21) |
Net cash provided by (used in) investing activities | 19,516 | (72,452) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of commissions | 122,992 | |
Proceeds from issuance of preferred stock, net of commissions | 37,432 | |
Payment of offering costs | (79) | (22) |
Proceeds from the issuance of debt | 25,000 | |
Payment of debt issuance costs | (90) | |
Proceeds from the issuance of common stock in connection with the exercise of the put option, net of financing costs | 49,915 | |
Proceeds from stock options exercised | 3,140 | 886 |
Issuance of shares under employee stock purchase plan | 646 | 360 |
Net cash provided by financing activities | 78,532 | 161,648 |
Net increase in cash, cash equivalents and restricted cash | 39,780 | 57,634 |
Cash, cash equivalents and restricted cash, beginning of period | 140,991 | 87,133 |
Cash, cash equivalents and restricted cash, end of period | 180,771 | 144,767 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Unpaid offering costs | $ 262 | |
Interest paid | 914 | |
Property and equipment included in accounts payable or accruals | $ 22 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock [Member]Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series A Convertible Preferred Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Series A Convertible Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance, Value at Dec. 31, 2018 | $ 233,009 | $ 8 | $ 819,779 | $ (586,724) | $ (54) | ||||
Beginning Balance, Shares at Dec. 31, 2018 | 79,175,380 | ||||||||
Issuance of common stock (net of commissions and offering costs), Value | 122,708 | $ 1 | 122,707 | ||||||
Issuance of common stock (net of commissions and offering costs), Shares | 11,500,000 | ||||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Value | 37,432 | $ 34,492 | 2,940 | ||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Shares | 350,000 | ||||||||
Accretion of series A convertible preferred stock | 2,940 | $ 2,940 | (2,940) | ||||||
Exercise of stock options and vesting of restricted stock units, Value | 886 | 886 | |||||||
Exercise of stock options and vesting of restricted stock units, Shares | 89,726 | ||||||||
Stock-based compensation | 3,211 | 3,211 | |||||||
Issuance of shares under employee stock purchase plan, Value | 360 | 360 | |||||||
Issuance of shares under employee stock purchase plan, Shares | 37,972 | ||||||||
Unrealized (loss) gain on available-for-sale securities | 86 | 86 | |||||||
Net loss | (29,339) | (29,339) | |||||||
Ending Balance, Value at Mar. 31, 2019 | 368,353 | $ 9 | $ 37,432 | 946,943 | (616,063) | 32 | |||
Ending Balance, Shares at Mar. 31, 2019 | 90,803,078 | 350,000 | |||||||
Beginning Balance, Value at Dec. 31, 2019 | 331,137 | $ 10 | $ 37,432 | 1,050,695 | (757,019) | 19 | |||
Beginning Balance, Shares at Dec. 31, 2019 | 97,783,476 | 350,000 | |||||||
Issuance of common stock (net of commissions and offering costs), Value | 49,915 | 49,915 | |||||||
Issuance of common stock (net of commissions and offering costs), Shares | 2,500,000 | ||||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Value | $ (1,305) | $ 1,305 | |||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Shares | 122,000 | (12,200) | |||||||
Exercise of stock options and vesting of restricted stock units, Value | 3,140 | 3,140 | |||||||
Exercise of stock options and vesting of restricted stock units, Shares | 579,919 | ||||||||
Stock-based compensation | 6,475 | 6,475 | |||||||
Issuance of shares under employee stock purchase plan, Value | 646 | 646 | |||||||
Issuance of shares under employee stock purchase plan, Shares | 60,576 | ||||||||
Issuance of shares of common stock in lieu of board fees | 35 | 35 | |||||||
Issuance of shares of common stock in lieu of board fees, Shares | 1,404 | ||||||||
Unrealized (loss) gain on available-for-sale securities | (94) | (94) | |||||||
Net loss | (50,937) | (50,937) | |||||||
Ending Balance, Value at Mar. 31, 2020 | $ 340,317 | $ 10 | $ 36,127 | $ 1,112,211 | $ (807,956) | $ (75) | |||
Ending Balance, Shares at Mar. 31, 2020 | 101,047,375 | 337,800 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||
Issuance of common stock, commissions, offering costs and financing costs | $ 85 | $ 284 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. The Company Epizyme, Inc. (collectively referred to with its wholly owned, controlled subsidiary, Epizyme Securities Corporation, as “Epizyme” or the “Company”) is a biopharmaceutical company that is committed to rewriting treatment for people with cancer and other serious diseases through the discovery, development, and commercialization of novel epigenetic medicines. By focusing on the genetic drivers of disease, the Company’s science seeks to match targeted medicines with the patients who need them. Through March 31, 2020, the Company has raised an aggregate of $1,356.9 million to fund its operations. This includes $243.3 million of non-equity funding through its collaboration agreements, $198.1 million of funding received through agreements with RPI Finance Trust (“Royalty Pharma”) and BioPharma Credit Investments V (Master) LP and BioPharma Credit PLC (the “Lenders”) consisting of $100.0 million in consideration received from the sale of shares of the Company’s common stock, a warrant to purchase shares of the Company’s common stock and rights to receive royalties from Eisai with respect to net sales by Eisai of tazemetostat products in Japan, $50.0 million from the sale of shares of the Company’s common stock pursuant to the Company’s exercise of its put option to sell shares of its common stock to Royalty Pharma, The Company’s lead product candidate tazemetostat is approved in the United States as TAZVERIK for the treatment of epithelioid sarcoma. Commercial sales of TAZVERIK for the treatment of epithelioid sarcoma commenced in the first quarter of 2020. The Company commenced active operations in early 2008. Since its inception, the Company has generated an accumulated deficit of $808.0 million through March 31, 2020 and will require substantial additional capital to fund its research, development, and commercialization efforts. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risks of failure of commercialization, clinical trials and preclinical studies, the need to obtain additional financing to fund the future development and commercialization of tazemetostat and the rest of its pipeline, the need to obtain marketing approval for its product candidates, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from clinical-stage manufacturing to commercial-stage production of products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or the Annual Report. The unaudited condensed consolidated financial statements include the accounts of Epizyme, Inc. and its wholly owned, controlled subsidiary, Epizyme Securities Corporation. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2020 and 2019 are referred to as the first quarter of 2020 and 2019, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2020 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K and are updated below as necessary. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable securities balances. After considering the Company’s current research and development plans, commercialization activities, including the build out of our salesforce and commercial infrastructure to support the launch of TAZVERIK in the ES indication and an expansion of our infrastructure to support a potential commercial launch in FL, and the timing expectations related to the progress of its programs, and after considering its existing cash, cash equivalents and marketable securities as of March 31, 2020, the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. Pending Accounting Pronouncements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements, or ASC 808, In December 2019, the FASB issued ASU 2019-12, Income Taxes The Company has not yet assessed the impact of this standard on its financial statements. Recently Adopted Accounting Pronouncements Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, or ASC 326, which requires earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard is effective for annual reporting periods beginning after December 15, 2019. Effective January 1, 2020, the Company adopted ASC 326 using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 326, Financial Instruments – Credit Losses, or ASC 326. The adoption of this standard resulted in an immaterial allowance for credit losses on the Company’s condensed consolidated balance sheet. The adoption of the standard did not have a material effect on the Company’s condensed consolidated statements of operations and comprehensive loss or condensed consolidated statements of cash flows. As of March 31, 2020, the Company had no balances to record under the transition guidance within the new standard. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. For a further discussion of accounting for net product revenue see Note 3, “Revenue Recognition”. Accounts Receivable The Company extends credit to customers based on its evaluation of the customer’s financial condition. The Company records receivables for all billings when amounts are due under standard terms. Accounts receivable are stated at amounts due net of applicable prompt pay discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write-off accounts receivable when the Company determines that they are uncollectible. In general, the Company has experienced no significant collection issues with its customers. Inventories The Company outsources the manufacturing of TAZVERIK adult and pediatric patients aged 16 years and older with metastatic or locally advanced epithelioid sarcoma not eligible for complete resection Inventories are composed of raw materials, intermediate materials, which are classified as work-in-process, and finished goods, which are goods that are available for sale. The Company states inventories at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Shipping and handling costs incurred for inventory purchases are included in inventory costs and costs incurred for product shipments are recorded as incurred in cost of product revenue. Prior to receiving approval from the FDA on January 23, 2020 to sell TAZVERIK, the Company expensed all costs incurred related to the manufacture of TAZVERIK as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval of drug candidates. Intangible Assets, Net Intangible assets consist of capitalized milestone payments made to third parties under an in-license of patent rights upon receiving regulatory approval of TAZVERIK. The finite lived intangible assets are being amortized on a straight-line basis over the expected time period the Company will benefit from the in-licensed rights, which is generally the patent life. Intangible assets are recorded at cost at the time of their acquisition and are stated in the Company’s condensed consolidated balance sheets net of accumulated amortization and impairments, if applicable. The amortization expense is recognized as cost of product revenue in the Company’s condensed consolidated statement of operations. During the first quarter of 2020 the Company paid a $25.0 million milestone payment under its agreement with Eisai upon regulatory approval of tazemetostat for epithelioid sarcoma. This regulatory milestone has been capitalized as an intangible asset. The following table presents intangible assets as of March 31, 2020 (in thousands): March 31, 2020 Estimated useful life (years) In-licensed rights $ 25,000 12.2 Less: accumulated amortization (298 ) Total intangible asset, net $ 24,702 The Company recorded approximately $0.3 million in amortization expense related to intangible assets, using the straight-line methodology which is considered the best estimate of economic benefit, during the three months ended March 31, 2020. Estimated future amortization expense for intangible assets for the year ended December 31, 2020 is $1.3 million and approximately $1.8 million per year thereafter. The Company assesses its intangible assets for impairment if indicators are present or changes in circumstance suggest that impairment may exist. Events that could result in an impairment, or trigger an interim impairment assessment, include the receipt of additional clinical or nonclinical data regarding one of the Company’s drug candidates or a potentially competitive drug candidate, changes in the clinical development program for a drug candidate, or new information regarding potential sales for the drug. If impairment indicators are present or changes in circumstance suggest that impairment may exist, the Company performs a recoverability test by comparing the sum of the estimated undiscounted cash flows of each intangible asset to its carrying value on the consolidated balance sheet. If the undiscounted cash flows used in the recoverability test are less than the carrying value, the Company would determine the fair value of the intangible asset and recognize an impairment loss if the carrying value of the intangible asset exceeds its fair value. |
Product Revenue Net
Product Revenue Net | 3 Months Ended |
Mar. 31, 2020 | |
TAZVERIK [Member] | |
Product Revenue Net | 3. Product Revenue, Net The Company sells TAZVERIK in the United States principally to a limited number of specialty pharmacies, which dispense the product directly to patients, and specialty distributors, which in turn sell the product to hospital pharmacies and community practice pharmacies (collectively, healthcare providers) for the treatment of patients. The specialty pharmacies and specialty distributors are referred to as the Company’s customers. Revenue is recognized by the Company when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. The Company provides a right of return to its customers for unopened product for a limited time before and after its expiration date, which lapses upon shipment to a patient. Healthcare providers to whom specialty distributors sell TAZVERIK hold limited inventory that is designated for patients, and the Company is able to monitor inventory levels in the distribution channel, thereby limiting the risk of return. Reserves for Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, chargebacks, rebates, co-pay assistance and other allowances that are offered within contracts between the Company and its customers, health care providers, payors and other indirect customers relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. Trade Discounts and Allowances : The Company generally provides customers with discounts that include incentive fees that are explicitly stated in customer contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. In addition, the Company receives sales order management, data and distribution services from certain customers. To the extent the services received are distinct from the Company’s sale of products to the customer, these payments are classified in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Product Returns : Consistent with industry practice, the Company generally offers customers a limited right of return based on the product’s expiration date for product that has been purchased from the Company, which lapses upon shipment to a patient. The Company estimates the amount of product sales that may be returned by customers and records this estimate as a reduction of revenue in the period in which the related product revenue is recognized. The Company currently estimates product return liabilities using available industry data and the Company’s own historical sales information, including our visibility into the inventory remaining in the distribution channel. Provider Chargebacks and Discounts : Chargebacks for fees and discounts to healthcare providers represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Chargeback amounts are generally determined at the time of resale to the qualified healthcare provider by customers, and the Company generally issues credits for such amounts within a few weeks of the customer’s notification to the Company of the resale. Reserves for chargebacks consist of credits that the Company expects to issue for units that remain in the distribution channel inventories at each reporting period end that the Company expect s will be sold to qualified healthcare providers, and c hargebacks that c ustome rs have claimed but for which the Company has not yet issued a credit. Government Rebates: The Company is subject to discount obligations under state Medicaid programs and Medicare. The Company estimates its Medicaid and Medicare rebates based upon a range of possible outcomes that are probability-weighted for the estimated payor mix. These reserves are recorded in the same period in which the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability that is included in accrued expenses on the Company’s consolidated balance sheet. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom the Company will owe an additional liability under the Medicare Part D program. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at period end. Payor Rebates: The Company may contract with various private payor organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of the Company’s products. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. Other Incentives/Patient Assistance Programs: The Company also offers voluntary patient assistance programs such as co-pay assistance. Co-pay assistance programs are intended to provide financial assistance to qualified commercially insured patients with prescription drug co-payments required by payors. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue, but remains in the distribution channel inventories at period end. The following table summarizes activity in each of the above product revenue allowances and reserve categories for the three-month period ended March 31, 2020: Chargebacks, Discounts, and Government and Other Fees Rebates Returns Total (In thousands) Balance, January 1, 2020 $ — $ — $ — $ — Provision 147 173 8 328 Payments or credits (62 ) (18 ) — (80 ) Balance, March 31, 2020 $ 85 $ 155 $ 8 $ 248 Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist of accounts receivable from customers and cash held at financial institutions. The Company believes that such customers and financial institutions are of high credit quality. For the three-month period ended March 31, 2020, three individual customers accounted for 59 percent, 19 percent, and 13 percent of net product revenue, respectively. As of March 31, 2020, three individual customers accounted for 45 percent, 25 percent, and 10 percent of accounts receivable, respectively. No other customer accounted for more than 10 percent of net product revenue or accounts receivable. There was no product revenue for the three-month period ended March 31, 2019. |
Cash
Cash | 3 Months Ended |
Mar. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Cash | 4. Cash A reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows, is as follows: As of March 31, 2020 2019 (In thousands) Cash and cash equivalents $ 179,262 $ 144,305 Restricted cash, as part of other assets 1,509 462 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 180,771 $ 144,767 The $1.5 million in restricted cash is comprised of $0.5 million in a letter of credit as a security deposit for the office and laboratory lease at Technology Square in Cambridge, Massachusetts and $1.0 million in a letter of credit as a security deposit for the Company’s office lease at Hampshire Street in Cambridge, Massachusetts. The Company has recorded cash held to secure these letters of credit as restricted cash in restricted cash and other assets on the condensed consolidated balance sheet. The restricted cash is classified as non-current based on the related lease terms . |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 5. Marketable Securities The following table summarizes the available-for-sale securities held at March 31, 2020 (in thousands): Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 76,064 $ 137 $ — $ 76,201 Corporate notes 117,213 42 (259 ) 116,996 U.S. government agency securities and U.S. Treasuries 4,000 2 — 4,002 Total $ 197,277 $ 181 $ (259 ) $ 197,199 The following table summarizes the available-for-sale securities held at December 31, 2019 (in thousands): Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 96,952 $ 27 $ (16 ) $ 96,963 Corporate notes 140,634 49 (41 ) 140,642 U.S. government agency securities and U.S. Treasuries 4,000 — — 4,000 Total $ 241,586 $ 76 $ (57 ) $ 241,605 Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents within the consolidated balance sheets and are not included in the tables above. The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At March 31, 2020, the balance in the Company’s accumulated other comprehensive loss was composed solely of activity related to the Company’s available-for-sale marketable securities. There were no realized gains or losses recognized on the sale or maturity of available-for-sale securities during the three months ended March 31, 2020, and as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss for the same period. The aggregate fair value of available-for-sale securities held by the Company in an unrealized loss position for less than twelve months as of March 31, 2020 was $96.9 million, which consisted of 25 corporate notes securities. The aggregate unrealized loss for those securities in an unrealized loss position for less than twelve months as of March 31, 2020 was less than $0.3 million. The Company does not intend to sell and it is unlikely that the Company will be required to sell the above investments before recovery of their amortized cost bases, which may be maturity. The Company determined that there was no material change in the credit risk of any of its investments. As a result, the Company determined it did not hold any investments with any other-than-temporary impairment as of March 31, 2020. The weighted-average maturity of the Company’s portfolio was approxima tely three months at March 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The Company’s financial instruments as of March 31, 2020 and December 31, 2019 consisted primarily of cash and cash equivalents, marketable securities and accounts receivable and accounts payable. As of March 31, 2020 and December 31, 2019, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of March 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 167,753 $ 163,305 $ 4,448 $ — Marketable securities: Commercial paper 76,201 — 76,201 — Corporate notes 116,996 — 116,996 — U.S. government agency securities and treasuries 4,002 — 4,002 — Total $ 364,952 $ 163,305 $ 201,647 $ — Fair Value as of December 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 132,193 $ 124,419 $ 7,774 $ — Marketable securities: Commercial paper 96,963 — 96,963 — Corporate notes 140,642 — 140,642 — U.S. government agency securities and treasuries 4,000 — 4,000 — Total $ 373,798 $ 124,419 $ 249,379 $ — Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services or other market observable data. The Company measures its cash equivalents at fair value on a recurring basis, which approximates the net asset value per share. The Company classifies some of its cash equivalents within Level 1 of the fair value hierarchy because they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The Company measures its marketable securities at fair value on a recurring basis and classifies those instruments and some cash equivalents within Level 2 of the fair value hierarchy. The pricing services used by management utilize industry standard valuation models, including both income- and market- based approaches and observable market inputs to determine the fair value of marketable securities and those cash equivalents classified within Level 2 of the fair value hierarchy. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 7. Inventory All of the Company’s inventories relate to the manufacturing of TAZVERIK. The following table sets forth the Company’s inventories as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (In thousands) Raw materials $ 480 $ — Work in process 1,134 — Finished goods 89 — Total $ 1,703 $ — Upon approval of TAZVERIK by the FDA on January 23, 2020, the Company began capitalizing inventory costs for TAZVERIK manufactured in preparation for the product launch in the United States. In periods prior to January 23, 2020, the Company expensed costs associated with the manufacture of TAZVERIK, including raw materials, work in process and finished goods, as research and development expenses. As of March 31, 2020 the Company has not capitalized inventory costs related to its other drug development programs . |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | 8. Supplemental Balance Sheet Information Accrued expenses consisted of the following: March 31, 2020 December 31, 2019 (In thousands) Employee compensation and benefits $ 3,803 $ 7,844 Research and development expenses 9,110 9,706 Professional services and other 5,147 4,999 Accrued expenses $ 18,060 $ 22,549 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company did not record a federal or state income tax provision or benefit for the three months ended March 31, 2020 and 2019 due to the expected and known loss before income taxes to be incurred, or incurred, as applicable, for the years ended December 31, 2020 and 2019, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets, with the exception of the deferred tax asset related to alternative minimum tax credit. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies There have been no significant changes to the Company’s commitments and contingencies, other than the minimum lease payments as disclosed in Note 11, Leases Commitments and Contingencies |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases The Company enters into lease arrangements for its facilities as well as certain equipment. A summary of the arrangements are as follows: Operating Leases The Company leases office and laboratory space at Technology Square in Cambridge, Massachusetts under a Lease Agreement, dated as of June 15, 2012, as amended, or the Technology Square Lease, with ARE-TECH Square, LLC, a Delaware limited liability company, or “ARE”, with a term that originally continued through May 31, 2018, and a Company option to extend the term of the lease at the then-current market rent, as defined in the Technology Square Lease, through November 30, 2022. In May 2017, the Company entered into a Third Amendment to the Technology Square Lease, or the Third Amendment, with ARE, and a Fourth Amendment to the Technology Square Lease with ARE, or the Fourth Amendment, and, together with the Third Amendment, the Amendments. Under the Amendments, the Company extended the term of the Technology Square Lease to November 30, 2022 but retained the right to terminate the Technology Square Lease, effective as of December 31, 2018, by giving written notice to ARE by December 31, 2017 and paying an early termination fee. The Company did not exercise this right. Under the Technology Square Lease as amended, the Company has agreed to pay a monthly base rent of approximately $0.2 million for the period commencing December 1, 2017 through May 31, 2018, with an increase on June 1, 2018 of approximately $33,000 and annual increases of approximately $9,000 on December 1 of each subsequent year until December 1, 2021. The Company has a $0.5 million letter of credit as a security deposit for the Technology Square Lease and has recorded cash held to secure this letter of credit as restricted cash and other assets on the condensed consolidated balance sheet. In applying the ASU 2016-02, Leases, or ASC 842, commenced as of December 1, 2019 . The Hampshire Street Lease has an initial term of seven years and four months from the commencement date and provides the Company with an option to extend the lease term for one additional five-year period . After a four-month period during which base rent is not payable, the Hampshire Street Lease provides for monthly rent payments starting at $ 0.2 million and increasing 2.5 % per year. In the event that the Company exercises its option to extend the lease term, the Hampshire Street Lease provides for monthly rent payments during the additional five-year period at the greater of the base rent rate at the end of the initial term or the then-current market rent. In addition to base rent, the Hampshire Street Lease requires the Company to pay certain variable costs, including taxes, insurance, maintenance and other operating expenses . The Company has a $1.0 million letter of credit in favor of the BMR as a security deposit for the Hampshire Street Lease and has recorded cash held to secure this letter of credit as restricted cash and other assets on the consolidated balance sheet. In applying ASC 842, the Company determined the classification of the Hampshire Street Lease to be operating and recorded a lease liability and a right-of-use asset as of December 31, 2019. The Company is required to pay certain variable costs to its landlords in addition to fixed rent. These costs include common area maintenance, real estate taxes, and parking and are included in lease expense. The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (In thousands) Lease cost Operating lease cost $ 1,550 $ 888 Variable lease cost 422 323 Total lease cost $ 1,972 $ 1,211 Other information Operating cash flows used for operating leases $ 981 $ 905 Weighted average remaining lease term 5.2 years 3.6 years Weighted average discount rate 9.63 % 8.55 % Future minimum lease payments under the Company’s non-cancelable operating leases as of March 31, 2020, are as follows: 2020 (In thousands) 2020 $ 3,600 2021 6,442 2022 6,262 2023 2,989 2024 3,059 Thereafter 6,716 Total lease payments $ 29,068 Less: imputed interest (7,064 ) Total operating lease liabilities at March 31, 2020 $ 22,004 |
Collaborations
Collaborations | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborations | 12. Collaborations GSK In January 2011, the Company entered into a collaboration and license agreement with GSK, to discover, develop and commercialize novel small molecule HMT inhibitors directed to available targets from the Company’s platform. Under the terms of the agreement, the Company granted GSK exclusive worldwide license rights to HMT inhibitors directed to three targets. Additionally, as part of the research collaboration, the Company agreed to provide research and development services related to the licensed targets pursuant to agreed-upon research plans during a research term that ended January 8, 2015. In March 2014, the Company and GSK amended certain terms of this agreement for the third licensed target, revising the license terms with respect to candidate compounds and amending the corresponding financial terms, including reallocating milestone payments and increasing royalty rates as to the third target. Subsequent to a GSK strategic portfolio prioritization, the Company received notice in October 2017 that GSK terminated the agreement with respect to the third target, effective December 31, 2017, which returned all rights to that target to the Company. The two other targets , PRMT5 and PRMT1, continue to be subject to the agreement and were not impacted by the termination with respect to the third target. The Company substantially completed all research obligations under this agreement by the end of the first quarter of 2015 and completed the transfer of the remaining data and materials for these programs to GSK in the second quarter of 2015. Agreement Structure Under the agreement, the Company has received and recognized as collaboration revenue totaling $89.0 million, consisting of upfront payments, fixed research funding, research and development services and preclinical and research and development milestone payments. As of March 31, 2020, for the two remaining targets, the Company is eligible to receive up to $50.0 million in clinical development milestone payments, up to $197.0 million in regulatory milestone payments and up to $128.0 million in sales-based milestone payments. As a result of the termination of the agreement as it relates to the third target, the Company will receive no additional payments related to that target. In addition, GSK is required to pay the Company royalties, at percentages from the mid-single digits to the low double-digits, on a licensed product-by-licensed product basis, on worldwide net product sales, subject to reduction in specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, the Company may not receive any additional milestone payments or royalty payments from GSK. GSK became solely responsible for development and commercialization for each licensed target in the collaboration when the research term ended on January 8, 2015. Collaboration Revenue Through March 31, 2020, the Company has earned a total of $89.0 million in total collaboration revenue since inception of the GSK agreement, which the Company recognized as collaboration revenue in the condensed consolidated statements of operations and comprehensive loss. Eisai In April 2011, the Company entered into a collaboration and license agreement with Eisai Co. Ltd., or Eisai, under which the Company granted Eisai an exclusive worldwide license to its small molecule HMT inhibitors directed to the EZH2 HMT, including the Company’s product candidate tazemetostat, while retaining an opt-in right to co-develop, co-commercialize and share profits with Eisai as to licensed products in the United States. As of December 31, 2014, the Company had completed its performance obligations under the original agreement. In March 2015, the Company entered into an amended and restated collaboration and license agreement with Eisai (the “Eisai License Agreement”), under which the Company reacquired worldwide rights, excluding Japan, to its EZH2 program, including tazemetostat. Under the Eisai License Agreement, the Company is responsible for global development, manufacturing and commercialization outside of Japan of tazemetostat and any other EZH2 product candidates, with Eisai retaining development and commercialization rights in Japan, as well as a right to elect to manufacture tazemetostat and any other EZH2 product candidates in Japan, and a right of first negotiation for the rest of Asia. Eisai waived its right of first negotiation for the rest of Asia in 2018. Under the original collaboration and license agreement, Eisai was solely responsible for funding all research, development and commercialization costs for EZH2 compounds. Under the Eisai License Agreement, the Company is solely responsible for funding global development, manufacturing and commercialization costs for EZH2 compounds outside of Japan, including the remaining development costs due under a companion diagnostics agreement with Roche Molecular, and Eisai is solely responsible for funding Japan-specific development and commercialization costs for EZH2 compounds. The Company recorded the reacquisition of worldwide rights, excluding Japan, to the EZH2 program, including tazemetostat, under the Eisai License Agreement, as an acquisition of an in-process research and development asset. As this asset was acquired without corresponding processes or activities that would constitute a business, had not achieved regulatory approval for marketing and, absent obtaining such approval, had no alternative future use, the Company recorded the $40.0 million upfront payment made to Eisai in March 2015 as research and development expense in the consolidated statements of operations and comprehensive loss. The Company also agreed to pay Eisai up to $20.0 million in clinical development milestone payments, including a $10.0 million milestone upon the earlier of initiation of a first phase 3 clinical trial of any EZH2 product or the first submission of an NDA or Market Authorization Application, or MAA, and a $10.0 million milestone upon the earlier of initiation of a first phase 3 clinical trial of an EZH2 product or the first submission of an NDA or MAA for an indication different from the previous indication, up to $50.0 million in regulatory milestone payments, including a $25.0 million milestone payment upon regulatory approval of the first NDA or MAA, and a $25.0 million milestone payment upon regulatory approval of the next NDA or MAA of the different indication, and royalties at a percentage in the mid-teens on worldwide net sales of any EZH2 product, excluding net sales in Japan. The Company is eligible to receive from Eisai royalties at a percentage in the mid-teens on net sales of any EZH2 product in Japan. In the second quarter of 2019, the Company submitted its first NDA to the U.S. Food and Drug Administration, or FDA, for the treatment of patients with epithelioid sarcoma, triggering the payment of the first $10 million clinical development milestone to Eisai and the recording of this amount to research and development expense. The Company paid the $10.0 million clinical development milestone to Eisai in June 2019. In the fourth quarter of 2019, the Company submitted its second NDA to the FDA, for the treatment of patients with follicular lymphoma, triggering the payment of the second $10.0 million clinical development milestone to Eisai and the recording of this amount to research and development expense. The Company paid the $10.0 million clinical development milestone to Eisai in December 2019. In January 2020, the Company triggered the payment of the $25.0 million milestone payment upon regulatory approval of tazemetostat for epithelioid sarcoma, which was capitalized as an intangible asset on the Company’s condensed consolidated balance sheet as of March 31, 2020. During the three months ended March 31, 2020 and 2019 Roche Molecular In December 2012, Eisai and the Company entered into an agreement with Roche Molecular under which Eisai and the Company engaged Roche Molecular to develop a companion diagnostic to identify patients who possess certain activating mutations of EZH2. In October 2013, this agreement was amended to include additional mutations in EZH2. The development costs due under the amended agreement with Roche Molecular were the responsibility of Eisai until the execution of the amended and restated collaboration and license agreement with Eisai in March 2015, at which time the Company assumed responsibility for the remaining development costs due under the agreement. In December 2015, the Company and Eisai entered into a second amendment to the companion diagnostics agreement with Roche Molecular. The agreement was further amended in March 2018. Under the amended agreement, the Company was responsible for remaining development costs of $10.4 million due under the agreement as of March 2018 and Eisai has agreed to reimburse the Company $0.9 million of this amount related to a regulatory milestone for Japan. In July 2019, the Company entered into a fourth amendment to the companion diagnostics agreement. Under the amended agreement, the Company and Roche Molecular agreed to divide a $1.0 million regulatory milestone for the United States into two separate milestone payments, of which $0.5 million was paid by the Company as part of the signed amendment, and the remaining $0.5 million was paid by the Company in December 2019 upon the satisfaction of certain conditions set forth in the fourth amendment to the companion diagnostics agreement. As of March 31, 2020, the Company is responsible for the remaining development costs of $3.9 million due under the agreement. The Company anticipates the next payment of $1.0 million for achievement of a development milestone will become due in the second quarter of 2020. The Company expects the remaining development costs under the amended agreement to be incurred and paid through 2020. Under the agreement with Roche Molecular, Roche Molecular is obligated to use commercially reasonable efforts to develop and to make commercially available the companion diagnostic. Roche Molecular has exclusive rights to commercialize the companion diagnostic. The agreement with Roche Molecular will expire when the Company is no longer developing or commercializing tazemetostat. The Company may terminate the agreement by giving Roche Molecular 90 days’ written notice if the Company discontinues development and commercialization of tazemetostat or determines, in conjunction with Roche Molecular, that the companion diagnostic is not needed for use with tazemetostat. Either the Company or Roche Molecular may also terminate the agreement in the event of a material breach by the other party, in the event of material changes in circumstances that are contrary to key assumptions specified in the agreement or in the event of specified bankruptcy or similar circumstances. Under specified termination circumstances, Roche Molecular may become entitled to specified termination fees. Boehringer Ingelheim In November 2018, the Company entered into a collaboration and license agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”) to discover, research, develop and commercialize small molecule compounds that are inhibitors of an undisclosed histone acetyl transferase, or HAT, target and an undisclosed helicase target, along with associated predictive biomarkers (the “Target Projects”). Under the terms of the agreement, the Company granted to Boehringer Ingelheim an exclusive, world-wide license to the undisclosed target inhibitors technology. The agreement also includes reciprocal licenses to utilize each other’s know-how, patents and technologies for activities under the agreement. Further, each party is granted the license to develop, manufacture, commercialize and otherwise exploit any compound or product that successfully achieves start of lead optimization (“SoLO”). The Company is also obligated to provide R&D services through SoLO approval for both Target Projects, and to serve on the Joint Steering Committee (“JSC”) throughout Agreement Structure Under the terms of the agreement, the Company received a $15.0 million upfront payment and $5.0 million in research funding for the costs to be incurred by the Company in connection with its research activities, payable quarterly in four equal installments during 2019. At its discretion, Boehringer Ingelheim had the option to extend the research period by up to one year, subject to the Company’s agreement to the specified research activities and additional research funding. During the third quarter of 2019, Boehringer Ingelheim’s option to extend the research period expired unexercised, and therefore the research period ended on December 31, 2019. In March 2020, the Company and Boehringer Ingelheim amended the agreement to extend the research period for the shared program targeting enzymes within helicase families with Boehringer Ingelheim providing research funding of $0.4 million. The additional research activities are expected to be completed prior to the end of 2020. Additionally, in March 2020, the Company received notice of termination for the program targeting enzymes with HAT families, which program termination will be effective 90 days following receipt of the notice. With regards to the shared program targeting enzymes within helicase families, the Company is eligible to receive up to $30.0 million in clinical development milestone payments, up to $46.5 million in regulatory milestone payments and up to $26.0 million in sales-based milestone payments. In addition, Boehringer Ingelheim is required to pay the Company tiered royalties, on a product by product, and country by country basis, at percentages ranging from the mid-single digits to low-double digits. Royalties will be payable on net product sales for therapies directed at the second target both in the United States and the rest of the world and net product sales outside of the United States for therapies directed at the first target. Accounting Considerations of the Agreement The Company assessed the arrangement in accordance with ASC 606 and concluded that the contract counterparty, Boehringer Ingelheim, is a customer based on the arrangement structure, through the satisfaction of each target’s performance obligations. The Company identified the following performance obligations under the arrangement: • the combination of the Epizyme License to the first undisclosed target inhibitor technology, associated research and development services through the research period; and, • the combination of the Epizyme license to the second undisclosed target inhibitor technology, associated research and development services through the research period. The Company determined that each Epizyme license was not distinct from the associated research and development services due to the limited economic benefit that Boehringer Ingelheim would derive from the Epizyme license if the research services were not provided by the Company. Accordingly, the Epizyme licenses and associated research and development services, for each Target Project, are each accounted for as a combined performance obligation. Under the agreement, the Company determined that the total transaction price at execution was $20.0 million, comprised of the following: • $15.0 million total upfront payment received under the agreement; • $5.0 million research funding payment to be received in 2019; In addition, during 2019, the Company achieved a $5.5 million development milestone for selection of a lead optimization candidate for the shared program targeting enzymes within helicase families, which was added to the transaction price. The next potential milestone payment that the Company might be entitled to receive under this agreement is a $7.0 million milestone, for selection of a development candidate for the shared program targeting enzymes within the helicase families under the agreement. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, the Company may not receive any additional milestone or royalty payments from Boehringer Ingelheim . The future potential milestone payments are excluded from the transaction price at inception, as the achievement of the milestone events are highly uncertain. As such, all milestone payments are fully constrained. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust its estimate of the transaction price. The Company determined that a 50/50 allocation of transaction price between the two performance obligations is appropriate considering the following factors: (i) R&D components’ standalone selling price estimated using the cost plus margin approach; based on cost plus 10%; (ii) the license rights granted for each program (world-wide or ex-US only) and their potential market opportunities; (iii) the total potential milestone payments for each program; and (iv) the expected revenue recognition pattern for each program, which is expected to be relatively consistent. Therefore, $10.0 million was allocated to the first undisclosed target license and associated research services and $10.0 million was allocated to the second undisclosed target license and associated research services and was recognized through December 31, 2019. The $5.5 million development milestone for selection of a lead optimization candidate for the shared program targeting enzymes within helicase families was allocated to the first undisclosed target license and associated research services and was recognized in the year ended December 31, 2019. The allocation of the variable consideration, the development milestones, will be allocated to each performance obligation as described in the contract. The milestone payments are defined by program and are directly attributable to distinct achievements in each program. The recognition of revenue for each milestone will be based on progress to date in satisfying the applicable performance obligation. During the three months ended March 31, 2020, the Company added $0.4 million in research funding for the shared program targeting enzymes within helicase families to the transaction price which will be recognized as the research performance obligation is performed prior to the end of 2020. Collaboration Revenue Through March 31, 2020, the Company has recognized $25.6 million in total collaboration revenue since the inception of this collaboration, including $0.1 million during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company recognized $7.9 million in collaboration revenue under its agreement with Boehringer Ingelheim. As of March 31, 2020 and December 31, 2019, respectively, the Company did not have any deferred revenue related to this agreement. As of March 31, 2020 and December 31, 2019 the Company had accounts receivable of $0.1 million and $1.3 million, respectively. The Company will reevaluate the likelihood of achieving future milestones at the end of each reporting period. If the performance obligations have not been satisfied at the point at which the risk of significant revenue reversal is resolved, the transaction price will be adjusted and a cumulative catch up based on performance to date will be recorded. Celgene (a subsidiary of Bristol-Myers Squibb) In April 2012, the Company entered into a collaboration and license agreement with Celgene Corporation, or Celgene. On July 8, 2015, the Company entered into an amendment and restatement of the collaboration and license agreement with Celgene. All performance obligations, except for the three material rights were substantially satisfied as of the adoption of ASC 606 and therefore all of the transaction price allocated to those performance obligations has been recognized as revenue under ASC 606. Through March 31, 2020 |
Sale of Future Royalties
Sale of Future Royalties | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Sale of Future Royalties | 13. Sale of Future Royalties On November 4, 2019, the Company entered into a loan agreement with BioPharma Credit Investments V (Master) LP and BioPharma Credit PLC, or the Collateral Agent, and together with BioPharma Credit Investments V (Master) LP, the Lenders may borrow $ 25.0 million under each of the first two tranches and $ 20.0 million under the third tranche. As of March 31, 2020 , the Company had borrowed an aggregate principal amount under the first tranche of $ 25.0 million (the “Tranche A Note Payable”) and the second tranche of $ 25.0 million (the “Tranche B Note Payable”) with the ability to draw down the remaining tranche under the Loan Agreement subject to certain conditions. The Company also has the right to request up to an additional $ 300.0 million in secured term loans, subject to the approval of the Lenders, following FDA approval of tazemetostat for the treatment of FL in the United States, provided that the Company has not prepaid any outstanding term loans at the time of such request and such request is made before November 18, 2021. (See Note 1 4 , Long-Term Debt ) On the same day, the Company executed a purchase agreement (the “RPI Purchase Agreement”) with RPI. Pursuant to the RPI Purchase Agreement, the Company agreed to sell to RPI 6,666,667 shares of its common stock, a warrant to purchase up to 2,500,000 shares of common stock at an exercise price of $20.00 per share (the “Common Stock Warrant”), and all of the Company’s rights to receive royalties from Eisai with respect to net sales by Eisai of tazemetostat products in Japan pursuant to the Eisai License Agreement and any successor arrangement for Japan sales (the “Japan Royalty”, and collectively, the “Transaction”). In consideration for the sale of shares of common stock, the Common Stock Warrant and the Japan Royalty, RPI paid the Company $100.0 million upon the closing of the RPI Purchase Agreement. In addition, RPI agreed, in connection with RPI’s acquisition from Eisai of the right to receive royalties from the Company under the Eisai License Agreement, to reduce the Company’s royalty obligation by low single digits upon the achievement of specified annual net sales levels over $1.5 billion. In addition, under the RPI Purchase Agreement, the Company has the right to sell, and RPI has the obligation to purchase, subject to certain conditions, including a maximum purchase price of $20.00 per share, $50.0 million of shares of common stock at the Company’s option for an 18-month period from the date of execution of the RPI Purchase Agreement (the “Put Option”). In February 2020, the Company sold 2.5 million shares of its common stock, for an aggregate of $50.0 million in proceeds pursuant to the Put Option. Additionally, under the terms of the RPI Purchase Agreement, the founder and chief executive officer of RP Management, an affiliate of RPI, and a co-founder of Pharmakon Advisors LP, an affiliate of the Lenders was elected as a director of the Company. The Company accounted for the Loan Agreement and RPI Purchase Agreement as a single arrangement as RPI and the Lenders are related parties and the agreements were negotiated together. The aggregate proceeds of $125.0 million were allocated on a relative fair value basis, which approximated their respective actual fair values, to the four units of accounting pursuant to the transaction as follows: (1) $79.0 million to the common stock issued to RPI based on the closing price of the Company’s common stock on the date of the transaction, (2) $8.4 million to the Common Stock Warrant to purchase shares of common stock, based on the Black-Scholes option pricing model, (3) $12.6 million to the liability related to the sale of future royalties based on a discounted cash flow model and (4) $25.0 million to the Tranche A Note Payable based on the terms of the Loan Agreement. Transaction costs of $2.0 million were allocated directly to the units of accounting it relates to. The fair value for the liability related to the sale of future royalties at the time of the transaction was based on our current estimates of future royalties expected to be paid to RPI over the life of the arrangement, which are considered level 3 inputs. The allocated fair value of the common stock and Common Stock Warrant have been recorded in additional paid-in-capital and the Tranche A Note Payable has been recorded as long-term debt (See Note 14, Long-Term Debt Under the terms of RPI Purchase Agreement, although the Company sold all of its rights to receive the Japan Royalty, the Company continues to own all tazemetostat intellectual property rights and is responsible for the ongoing manufacturing and supply obligations related to the generation of these royalties. Due to the Company’s continuing involvement, the Company will continue to account for any royalties due as revenue and recorded the proceeds from this transaction as a liability (“Royalty Obligation”) that will be amortized using the effective interest method over the estimated life of the RPI Purchase Agreement. As royalties are remitted to RPI from Eisai, the balance of the Royalty Obligation will be effectively repaid over the life of the Eisai License Agreement. In order to determine the amortization of the Royalty Obligation, the Company is required to estimate the total amount of future royalty payments to RPI over the life of the Eisai License Agreement. The $12.6 million recorded at execution will be accreted to the total of these royalty payments as interest expense over the life of the Royalty Obligation. At execution, the Company’s estimate of this total interest expense resulted in an effective annual interest rate of approximately 9.01%. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments to RPI from Eisai and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments to RPI from Eisai, and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of tazemetostat in Japan, regulatory approval, changing standards of care, the introduction of competing products, manufacturing or other delays, generic competition, intellectual property matters, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates as the royalties remitted to RPI are made in U.S. dollars (USD) while the underlying Japan sales of tazemetostat will be made in currencies other than USD, and other events or circumstances that are not currently foreseen as tazemetostat is still under development in Japan and subject to regulatory approval. Changes to any of these factors could result in increases or decreases to both royalty revenues and interest expense. The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2020: As of March 31, 2020 (In thousands) Proceeds from sale of future royalties $ 12,601 Non-cash interest expense recognized 486 Liability related to the sale of future royalties - ending balance $ 13,087 During the three months ended March 31, 2020 no non-cash royalties from net sales of tazemetostat in Japan were recorded and the Company recorded $0.3 million of related non-cash interest expense. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 14. Long-Term Debt As of December 31, 2019, the Company had borrowed the first tranche of $25.0 million in term loans under the Loan Agreement. As of March 31, 2020, the Company had borrowed the second tranche of $25.0 million in term loans under the Loan Agreement. Under the terms of the Loan Agreement, the Company is required to make quarterly interest only payments following the closing of Tranche A Loan on November 18, 2019 and 8 equal quarterly payments of principal starting February 28, 2023 through November 18, 2024. In addition, under the terms of the Loan Agreement, the Company is required to make quarterly interest only payments following the closing of Tranche B Loan on March 27, 2020 and 8 equal quarterly payments of principal starting February 28, 2023 through November 18, 2024. The per annum interest rate of the Loan Agreement is equal to the LIBOR rate plus 7.75%. The Company has the ability to prepay the outstanding loan at its option by paying the greater of a prepayment penalty amount equal to the sum of all interest accruing from the prepayment date through the 36 th The obligations under the Loan Agreement are secured by a first priority security interest in and lien upon substantially all of the Company’s assets excluding its subsidiary, Epizyme Securities Corporation. The Loan Agreement contains negative covenants restricting the Company’s activities, including prohibition on consolidation, liquidation or dissolution, mergers or acquisitions, or change in control transactions. It also prohibits any disposition of all or any part of its properties or assets. There are no financial covenants associated with the agreement. The obligations under the agreement are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company’s business, operations or financial or other condition. The Company has determined that the risk of subjective acceleration under the material adverse events clause is not probable and therefore has classified the outstanding principal in current and non-current liabilities based on scheduled principal payments. The Company has the following minimum aggregate future loan payments at March 31, 2020 (in thousands): As of March 31, 2020 (In thousands) 2020 $ — 2021 — 2022 — 2023 25,000 2024 25,000 Total minimum payments 50,000 Less amounts representing interest and discount (1,619 ) Less current portion — Long-term debt, net of current portion $ 48,381 For the three months ended March 31, 2020, interest expense related to the Company's Loan Agreement was approximately $0.7 million. The total carrying value of debt is classified as long-term on the consolidated balance sheet as of March 31, 2020. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' (Deficit) Equity | 15. Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to dividends when and if declared by the board of directors. In November 2019, the Company issued to RPI 6,666,667 shares of Common Stock pursuant to a purchase agreement (for additional information refer to Note 11, Sale of Future Royalties In February 2020, the Company sold the 2,500,000 shares of its common stock in connection with the exercise of its put option to sell shares of its common stock for an aggregate of $49.9 million in net proceeds after deducting financing costs of $0.1 million. The issuance of these shares contributed to significant increases in the Company’s shares of common stock outstanding as of March 31, 2020 and 2019 and in the weighted average shares outstanding for the three months ended March 31, 2020 and 2019 when compared to the comparable prior year periods. Convertible Preferred Stock On March 6, 2019, the Company entered into an Underwriting Agreement, (the “Preferred Stock Agreement”), that related to the public offering of 350,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), for a purchase price to the public of $115.00 per share. All of the Series A Preferred Stock was sold by the Company for net proceeds of $37.4 million. Upon issuance, each share of Series A Preferred Stock included an embedded beneficial conversion feature because the market price of the Company’s common stock on the date of issuance of the Series A Preferred Stock at $12.34 per share as compared to an effective conversion price of the Series A Preferred Stock of $11.50 per share. As a result, the Company recorded the intrinsic value of the beneficial conversion feature of $2.9 million as a discount on the Series A Preferred Stock at issuance. Because the Series A Preferred Stock is immediately convertible upon issuance and does not include mandatory redemption provisions, the discount on the Series A Preferred Stock was immediately accreted. The Company evaluated the Series A Preferred Stock for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Series A Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series A Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series A Preferred Stock would be recorded as permanent equity, not temporary equity, based on the guidance of ASC 480 given that the holders of equally and more subordinated equity would be entitled to also receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption are within the control of the Company. Voting Rights Shares of Series A Preferred Stock will generally have no voting rights except as required by law and except that the consent of the holders of a majority of our outstanding shares of Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock. Dividends Shares of Series A Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of the Company’s common stock. Liquidation Rights Subject to the prior and superior rights of the holders of any senior securities of the Company, upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of shares of Series A Preferred Stock shall be entitled to receive, in preference to any distributions of any of the assets or surplus funds of the Company to the holders of common stock, an amount equal to $0.001 per share of Series A Preferred Stock, plus an additional amount equal to any dividends declared but unpaid on such shares, before any payments shall be made or any assets distributed to holders of any class of common stock. If, upon any such liquidation, dissolution or winding up of the Company , the assets of the Company shall be insufficient to pay the holders of shares of the Series A Preferred Stock the amount required under the preceding sentence, then all rem aining assets of the Company shall be distributed ratably to holders of the shares of the Series A Preferred Stock in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Conversion Each share of Series A Preferred Stock shall be convertible, at any time and from time to time from and after the issuance date, at the option of the holder thereof, into a number of shares of common stock equal to 10 shares of common stock, provided that the holder will be prohibited from converting Series A Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates and attribution parties, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. The holder can change this requirement to a higher or lower percentage, not to exceed 9.99% of the number of shares of common stock outstanding, upon 61 days’ notice to the Company. In February 2020, 12,200 shares of Series A Preferred Stock were converted to 122,000 shares of common stock. Redemption The Company is not obligated to redeem or repurchase any shares of Series A Preferred Stock. Shares of Series A Preferred Stock are not entitled to any redemption rights or mandatory sinking fund or analogous fund provisions. Warrants In November 2019, warrants to purchase up to 2,500,000 shares of Common Stock at an exercise price of $20.00 per share (the “Common Stock Warrant”), were issued to RPI pursuant to the RPI Purchase Agreement (for additional information refer to Note 11, Sale of Future Royalties ), which were classified as equity and recorded at their relative fair value of $8.4 million to additional paid-in-capital on the consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 16. Stock-Based Compensation Total stock-based compensation expense related to stock options, restricted stock units, shares issued under the employee stock purchase plan, and shares granted to non-employee directors in lieu of board fees was $6.5 million and $3.2 million for the three months ended March 31, 2020 and March 31, 2019, respectively. Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2020 2019 (In thousands) Research and development $ 2,162 $ 1,165 General and administrative 4,348 2,046 Total $ 6,510 $ 3,211 Stock Options The weighted-average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $13.37 and $6.03 per option for those options granted during the three months ended March 31, 2020 and 2019, respectively. Key assumptions used to apply this pricing model were as follows: Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.3 % 2.5 % Expected life of options 5.98 years 6.0 years Expected volatility of underlying stock 70.3 % 72.0 % Expected dividend yield 0.0 % 0.0 % The following is a summary of stock option activity for the three months ended March 31, 2020: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) (In years) (In thousands) Outstanding at December 31, 2019 8,087 $ 12.86 Granted 2,187 21.39 Exercised (282 ) 11.13 Forfeited (368 ) 13.83 Outstanding at March 31, 2020 9,624 $ 14.81 8.23 $ 25,471 Exercisable at March 31, 2020 3,318 $ 14.28 6.62 $ 9,889 As of March 31, 2020, there was $55.7 million of unrecognized compensation cost related to stock options that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 2.99 years. Restricted Stock Units During the three months ended March 31, 2020, 498,058 restricted stock units (“RSUs”) were granted to executives and employees. The awards were service-based. Assuming all service conditions are achieved, 25% of the RSUs would vest annually for four years. Number of Service Based RSU Shares (in thousands) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 284 $ 9.34 Granted 498 20.19 Vested (50 ) 9.12 Forfeited (66 ) 10.88 Outstanding at March 31, 2020 666 $ 17.85 Compensation expense totaling $0.5 million was recognized for the service-based RSUs for the three months ended March 31, 2020. As of March 31, 2020, there was $10.3 million of unrecognized compensation cost related to service-based RSUs that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 3.53 years. During 2019, the Company granted 604,000 RSUs to executives and employees, which contain performance conditions. 20% of the RSUs vested on June 30, 2019, 25% of the RSUs vested on January 23, 2020, and 20% of the RSUs vested on March 24, 2020. Assuming all remaining performance conditions are achieved, 30% of the RSUs would vest on September 30, 2020 in connection with achievement of the final performance milestone. During 2020, the Company granted 17,500 RSUs to an executive which contain performance conditions. Number of Performance Based RSU Shares (in thousands) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 443 $ 12.16 Granted 17 16.14 Vested (263 ) 12.31 Forfeited (25 ) 11.95 Outstanding at March 31, 2020 172 $ 12.46 Compensation expense totaling There was $2.1 million of unrecognized compensation cost as of March 31, 2020, related to performance-based RSUs that will be recognized when and if the performance conditions become probable of achievement. As of March 31, 2020, there were 838,689 RSUs outstanding. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 17. Loss Per Share Basic and diluted loss per share allocable to common stockholders are computed as follows: Three Months Ended March 31, 2020 2019 (In thousands except per share data) Net loss $ (50,937 ) $ (29,339 ) Accretion of convertible preferred stock — (2,940 ) Net loss attributable to common stockholders $ (50,937 ) $ (32,279 ) Weighted average shares outstanding 99,616 82,424 Basic and diluted loss per share allocable to common stockholders $ (0.51 ) $ (0.39 ) The following common stock equivalents were excluded from the calculation of diluted loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: Three Months Ended March 31, 2020 2019 (In thousands) Stock options 9,624 7,054 Restricted stock units 839 585 Shares issuable under employee stock purchase plan 9 11 Preferred stock (if converted) 3,378 3,500 Warrants 2,500 — 16,350 11,150 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or the Annual Report. The unaudited condensed consolidated financial statements include the accounts of Epizyme, Inc. and its wholly owned, controlled subsidiary, Epizyme Securities Corporation. All intercompany transactions and balances of subsidiaries have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended March 31, 2020 and 2019 are referred to as the first quarter of 2020 and 2019, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2020 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K and are updated below as necessary. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs, and comparing those needs to the current cash, cash equivalent and marketable securities balances. After considering the Company’s current research and development plans, commercialization activities, including the build out of our salesforce and commercial infrastructure to support the launch of TAZVERIK in the ES indication and an expansion of our infrastructure to support a potential commercial launch in FL, and the timing expectations related to the progress of its programs, and after considering its existing cash, cash equivalents and marketable securities as of March 31, 2020, the Company did not identify conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements were issued. |
Pending Accounting Pronouncements | Pending Accounting Pronouncements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements, or ASC 808, In December 2019, the FASB issued ASU 2019-12, Income Taxes The Company has not yet assessed the impact of this standard on its financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, or ASC 326, which requires earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard is effective for annual reporting periods beginning after December 15, 2019. Effective January 1, 2020, the Company adopted ASC 326 using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 326, Financial Instruments – Credit Losses, or ASC 326. The adoption of this standard resulted in an immaterial allowance for credit losses on the Company’s condensed consolidated balance sheet. The adoption of the standard did not have a material effect on the Company’s condensed consolidated statements of operations and comprehensive loss or condensed consolidated statements of cash flows. As of March 31, 2020, the Company had no balances to record under the transition guidance within the new standard. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. For a further discussion of accounting for net product revenue see Note 3, “Revenue Recognition”. |
Accounts Receivable | Accounts Receivable The Company extends credit to customers based on its evaluation of the customer’s financial condition. The Company records receivables for all billings when amounts are due under standard terms. Accounts receivable are stated at amounts due net of applicable prompt pay discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write-off accounts receivable when the Company determines that they are uncollectible. In general, the Company has experienced no significant collection issues with its customers. |
Inventory | Inventories The Company outsources the manufacturing of TAZVERIK adult and pediatric patients aged 16 years and older with metastatic or locally advanced epithelioid sarcoma not eligible for complete resection Inventories are composed of raw materials, intermediate materials, which are classified as work-in-process, and finished goods, which are goods that are available for sale. The Company states inventories at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Shipping and handling costs incurred for inventory purchases are included in inventory costs and costs incurred for product shipments are recorded as incurred in cost of product revenue. Prior to receiving approval from the FDA on January 23, 2020 to sell TAZVERIK, the Company expensed all costs incurred related to the manufacture of TAZVERIK as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval of drug candidates. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of capitalized milestone payments made to third parties under an in-license of patent rights upon receiving regulatory approval of TAZVERIK. The finite lived intangible assets are being amortized on a straight-line basis over the expected time period the Company will benefit from the in-licensed rights, which is generally the patent life. Intangible assets are recorded at cost at the time of their acquisition and are stated in the Company’s condensed consolidated balance sheets net of accumulated amortization and impairments, if applicable. The amortization expense is recognized as cost of product revenue in the Company’s condensed consolidated statement of operations. During the first quarter of 2020 the Company paid a $25.0 million milestone payment under its agreement with Eisai upon regulatory approval of tazemetostat for epithelioid sarcoma. This regulatory milestone has been capitalized as an intangible asset. The following table presents intangible assets as of March 31, 2020 (in thousands): March 31, 2020 Estimated useful life (years) In-licensed rights $ 25,000 12.2 Less: accumulated amortization (298 ) Total intangible asset, net $ 24,702 The Company recorded approximately $0.3 million in amortization expense related to intangible assets, using the straight-line methodology which is considered the best estimate of economic benefit, during the three months ended March 31, 2020. Estimated future amortization expense for intangible assets for the year ended December 31, 2020 is $1.3 million and approximately $1.8 million per year thereafter. The Company assesses its intangible assets for impairment if indicators are present or changes in circumstance suggest that impairment may exist. Events that could result in an impairment, or trigger an interim impairment assessment, include the receipt of additional clinical or nonclinical data regarding one of the Company’s drug candidates or a potentially competitive drug candidate, changes in the clinical development program for a drug candidate, or new information regarding potential sales for the drug. If impairment indicators are present or changes in circumstance suggest that impairment may exist, the Company performs a recoverability test by comparing the sum of the estimated undiscounted cash flows of each intangible asset to its carrying value on the consolidated balance sheet. If the undiscounted cash flows used in the recoverability test are less than the carrying value, the Company would determine the fair value of the intangible asset and recognize an impairment loss if the carrying value of the intangible asset exceeds its fair value. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Intangible Assets | The following table presents intangible assets as of March 31, 2020 (in thousands): March 31, 2020 Estimated useful life (years) In-licensed rights $ 25,000 12.2 Less: accumulated amortization (298 ) Total intangible asset, net $ 24,702 |
Product Revenue Net (Tables)
Product Revenue Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
TAZVERIK [Member] | |
Summary of Product Revenue Allowance and Reserve Categories | The following table summarizes activity in each of the above product revenue allowances and reserve categories for the three-month period ended March 31, 2020: Chargebacks, Discounts, and Government and Other Fees Rebates Returns Total (In thousands) Balance, January 1, 2020 $ — $ — $ — $ — Provision 147 173 8 328 Payments or credits (62 ) (18 ) — (80 ) Balance, March 31, 2020 $ 85 $ 155 $ 8 $ 248 |
Cash (Tables)
Cash (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | A reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows, is as follows: As of March 31, 2020 2019 (In thousands) Cash and cash equivalents $ 179,262 $ 144,305 Restricted cash, as part of other assets 1,509 462 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 180,771 $ 144,767 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available-for-Sale Securities Held | The following table summarizes the available-for-sale securities held at March 31, 2020 (in thousands): Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 76,064 $ 137 $ — $ 76,201 Corporate notes 117,213 42 (259 ) 116,996 U.S. government agency securities and U.S. Treasuries 4,000 2 — 4,002 Total $ 197,277 $ 181 $ (259 ) $ 197,199 The following table summarizes the available-for-sale securities held at December 31, 2019 (in thousands): Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 96,952 $ 27 $ (16 ) $ 96,963 Corporate notes 140,634 49 (41 ) 140,642 U.S. government agency securities and U.S. Treasuries 4,000 — — 4,000 Total $ 241,586 $ 76 $ (57 ) $ 241,605 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets Recognized at Fair Value | As of March 31, 2020 and December 31, 2019, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of March 31, 2020 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 167,753 $ 163,305 $ 4,448 $ — Marketable securities: Commercial paper 76,201 — 76,201 — Corporate notes 116,996 — 116,996 — U.S. government agency securities and treasuries 4,002 — 4,002 — Total $ 364,952 $ 163,305 $ 201,647 $ — Fair Value as of December 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 132,193 $ 124,419 $ 7,774 $ — Marketable securities: Commercial paper 96,963 — 96,963 — Corporate notes 140,642 — 140,642 — U.S. government agency securities and treasuries 4,000 — 4,000 — Total $ 373,798 $ 124,419 $ 249,379 $ — |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | All of the Company’s inventories relate to the manufacturing of TAZVERIK. The following table sets forth the Company’s inventories as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (In thousands) Raw materials $ 480 $ — Work in process 1,134 — Finished goods 89 — Total $ 1,703 $ — |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March 31, 2020 December 31, 2019 (In thousands) Employee compensation and benefits $ 3,803 $ 7,844 Research and development expenses 9,110 9,706 Professional services and other 5,147 4,999 Accrued expenses $ 18,060 $ 22,549 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs and Company's Operating Leases | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (In thousands) Lease cost Operating lease cost $ 1,550 $ 888 Variable lease cost 422 323 Total lease cost $ 1,972 $ 1,211 Other information Operating cash flows used for operating leases $ 981 $ 905 Weighted average remaining lease term 5.2 years 3.6 years Weighted average discount rate 9.63 % 8.55 % |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Future minimum lease payments under the Company’s non-cancelable operating leases as of March 31, 2020, are as follows: 2020 (In thousands) 2020 $ 3,600 2021 6,442 2022 6,262 2023 2,989 2024 3,059 Thereafter 6,716 Total lease payments $ 29,068 Less: imputed interest (7,064 ) Total operating lease liabilities at March 31, 2020 $ 22,004 |
Sale of Future Royalties (Table
Sale of Future Royalties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Activity of Royalty Obligation | The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2020: As of March 31, 2020 (In thousands) Proceeds from sale of future royalties $ 12,601 Non-cash interest expense recognized 486 Liability related to the sale of future royalties - ending balance $ 13,087 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Loan Payments | The Company has the following minimum aggregate future loan payments at March 31, 2020 (in thousands): As of March 31, 2020 (In thousands) 2020 $ — 2021 — 2022 — 2023 25,000 2024 25,000 Total minimum payments 50,000 Less amounts representing interest and discount (1,619 ) Less current portion — Long-term debt, net of current portion $ 48,381 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2020 2019 (In thousands) Research and development $ 2,162 $ 1,165 General and administrative 4,348 2,046 Total $ 6,510 $ 3,211 |
Assumptions Used in Applying Pricing Model | Key assumptions used to apply this pricing model were as follows: Three Months Ended March 31, 2020 2019 Risk-free interest rate 1.3 % 2.5 % Expected life of options 5.98 years 6.0 years Expected volatility of underlying stock 70.3 % 72.0 % Expected dividend yield 0.0 % 0.0 % |
Summary of Stock Option Activity | The following is a summary of stock option activity for the three months ended March 31, 2020: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In thousands) (In years) (In thousands) Outstanding at December 31, 2019 8,087 $ 12.86 Granted 2,187 21.39 Exercised (282 ) 11.13 Forfeited (368 ) 13.83 Outstanding at March 31, 2020 9,624 $ 14.81 8.23 $ 25,471 Exercisable at March 31, 2020 3,318 $ 14.28 6.62 $ 9,889 |
Summary of Service Based Restricted Stock Units | During the three months ended March 31, 2020, 498,058 restricted stock units (“RSUs”) were granted to executives and employees. The awards were service-based. Assuming all service conditions are achieved, 25% of the RSUs would vest annually for four years. Number of Service Based RSU Shares (in thousands) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 284 $ 9.34 Granted 498 20.19 Vested (50 ) 9.12 Forfeited (66 ) 10.88 Outstanding at March 31, 2020 666 $ 17.85 |
Summary of Performance Based Restricted Stock Units | During 2019, the Company granted 604,000 RSUs to executives and employees, which contain performance conditions. 20% of the RSUs vested on June 30, 2019, 25% of the RSUs vested on January 23, 2020, and 20% of the RSUs vested on March 24, 2020. Assuming all remaining performance conditions are achieved, 30% of the RSUs would vest on September 30, 2020 in connection with achievement of the final performance milestone. During 2020, the Company granted 17,500 RSUs to an executive which contain performance conditions. Number of Performance Based RSU Shares (in thousands) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 443 $ 12.16 Granted 17 16.14 Vested (263 ) 12.31 Forfeited (25 ) 11.95 Outstanding at March 31, 2020 172 $ 12.46 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | Basic and diluted loss per share allocable to common stockholders are computed as follows: Three Months Ended March 31, 2020 2019 (In thousands except per share data) Net loss $ (50,937 ) $ (29,339 ) Accretion of convertible preferred stock — (2,940 ) Net loss attributable to common stockholders $ (50,937 ) $ (32,279 ) Weighted average shares outstanding 99,616 82,424 Basic and diluted loss per share allocable to common stockholders $ (0.51 ) $ (0.39 ) |
Common Stock Equivalents Excluded from Calculation of Diluted Loss Per Share Attributable to Common Stockholders | The following common stock equivalents were excluded from the calculation of diluted loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: Three Months Ended March 31, 2020 2019 (In thousands) Stock options 9,624 7,054 Restricted stock units 839 585 Shares issuable under employee stock purchase plan 9 11 Preferred stock (if converted) 3,378 3,500 Warrants 2,500 — 16,350 11,150 |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Basis Of Presentation [Line Items] | |||
Issuance of common stock (net of commissions and offering costs), Value | $ 49,915 | $ 122,708 | |
Proceeds from issuance of common stock, net of commissions | $ 122,992 | ||
Proceed from issuance of debt | 25,000 | ||
Proceeds from sale of redeemable convertible preferred stock | $ 76,000 | ||
Initial public offering completion date | May 2013 | ||
Cash, cash equivalents, and marketable securities | $ 376,500 | ||
Accumulated deficit | (807,956) | $ (757,019) | |
BioPharma Credit Investmeants V (Master) LP and BioPharma Credit PLC [Member] | |||
Basis Of Presentation [Line Items] | |||
Proceed from issuance of debt | 50,000 | ||
Debt issuance cost | 1,700 | ||
Royalty Pharma and Pharmakon Advisors [Member] | |||
Basis Of Presentation [Line Items] | |||
Aggregate fund, amount | 1,356,900 | ||
Non-equity funding through collaboration agreement | 243,300 | ||
Fund received from collaborators | 198,100 | ||
Eisai [Member] | |||
Basis Of Presentation [Line Items] | |||
Issuance of common stock (net of commissions and offering costs), Value | 100,000 | ||
Royalty Pharma [Member] | |||
Basis Of Presentation [Line Items] | |||
Proceeds from issuance of common stock, net of commissions | 50,000 | ||
IPO [Member] | |||
Basis Of Presentation [Line Items] | |||
Issuance of common stock (net of commissions and offering costs), Value | $ 839,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Line Items] | |
Amortization of Intangible Assets | $ 0.3 |
Estimated future amortization of intangible assets | 1.3 |
Estimated future amortization of intangible assets thereafter | 1.8 |
Eisai [Member] | |
Accounting Policies [Line Items] | |
Milestone payments | $ 25 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Intangible Assets (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
In-licensed rights | $ 25,000 |
Less: accumulated amortization | (298) |
Total intangible asset, net | $ 24,702 |
Estimated useful life (years) | 12 years 2 months 12 days |
Product Revenue Net - Summary o
Product Revenue Net - Summary of Product Revenue Allowance and Reserve Categories (Detail) - TAZVERIK [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Provision | $ 328 |
Payments or credits | (80) |
Ending Balance | 248 |
Chargebacks, Discounts, and Fees [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Provision | 147 |
Payments or credits | (62) |
Ending Balance | 85 |
Government and Other Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Provision | 173 |
Payments or credits | (18) |
Ending Balance | 155 |
Returns [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Provision | 8 |
Ending Balance | $ 8 |
Product Revenue Net - Additiona
Product Revenue Net - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2020Customer | Mar. 31, 2019USD ($) | |
TAZVERIK [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ | $ 0 | |
Net Product Revenue [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Number of customers | 3 | |
Net Product Revenue [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 59.00% | |
Net Product Revenue [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 19.00% | |
Net Product Revenue [Member] | Customer Concentration Risk [Member] | Customer 3 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Number of customers | 3 | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 45.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 25.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer 3 [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% |
Cash - Summary of Reconciliatio
Cash - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Cash And Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 179,262 | $ 139,482 | $ 144,305 |
Restricted cash, as part of other assets | 1,509 | 462 | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 180,771 | $ 144,767 |
Cash - Additional Information (
Cash - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Cash And Cash Equivalents [Line Items] | |
Restricted Cash | $ 1.5 |
Security deposit | 0.5 |
Letter of Credit [Member] | Technology Square [Member] | |
Cash And Cash Equivalents [Line Items] | |
Security deposit | 0.5 |
Letter of Credit [Member] | Hampshire Street [Member] | |
Cash And Cash Equivalents [Line Items] | |
Security deposit | $ 1 |
Marketable Securities - Summary
Marketable Securities - Summary of Available-for-Sale Securities Held (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-For-Sale Securities Held, Amortized Cost | $ 197,277 | $ 241,586 |
Available-For-Sale Securities Held, Gross Unrealized Gains | 181 | 76 |
Available-For-Sale Securities Held, Gross Unrealized Losses | (259) | (57) |
Available-For-Sale Securities Held, Fair Value | 197,199 | 241,605 |
Commercial Paper [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-For-Sale Securities Held, Amortized Cost | 76,064 | 96,952 |
Available-For-Sale Securities Held, Gross Unrealized Gains | 137 | 27 |
Available-For-Sale Securities Held, Gross Unrealized Losses | (16) | |
Available-For-Sale Securities Held, Fair Value | 76,201 | 96,963 |
Corporate Notes [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-For-Sale Securities Held, Amortized Cost | 117,213 | 140,634 |
Available-For-Sale Securities Held, Gross Unrealized Gains | 42 | 49 |
Available-For-Sale Securities Held, Gross Unrealized Losses | (259) | (41) |
Available-For-Sale Securities Held, Fair Value | 116,996 | 140,642 |
U.S. Government Agency Securities and U.S. Treasuries [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-For-Sale Securities Held, Amortized Cost | 4,000 | 4,000 |
Available-For-Sale Securities Held, Gross Unrealized Gains | 2 | |
Available-For-Sale Securities Held, Fair Value | $ 4,002 | $ 4,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020USD ($)Security | |
Schedule of Available-for-sale Securities [Line Items] | |
Realized gains (losses) recognized on sale or maturity of marketable equity securities | $ 0 |
Available-for-sale securities, continuous unrealized loss position, less than twelve months, fair value | 96,900,000 |
Available-for-sale securities, continuous unrealized loss position, 12 months or longer, aggregate loss | $ 300,000 |
Weighted average maturity period | 3 months |
Corporate Notes [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Number of securities in unrealized loss position | Security | 25 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets Recognized at Fair Value (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | $ 167,753 | $ 132,193 |
Total | 364,952 | 373,798 |
U.S. Government Agency Securities and U.S. Treasuries [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | 4,002 | 4,000 |
Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | 76,201 | 96,963 |
Corporate Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | 116,996 | 140,642 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 163,305 | 124,419 |
Total | 163,305 | 124,419 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash equivalents | 4,448 | 7,774 |
Total | 201,647 | 249,379 |
Level 2 [Member] | U.S. Government Agency Securities and U.S. Treasuries [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | 4,002 | 4,000 |
Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | 76,201 | 96,963 |
Level 2 [Member] | Corporate Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Marketable securities | $ 116,996 | $ 140,642 |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Inventory Disclosure [Abstract] | |
Raw materials | $ 480 |
Work in process | 1,134 |
Finished goods | 89 |
Total | $ 1,703 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Employee compensation and benefits | $ 3,803 | $ 7,844 |
Research and development expenses | 9,110 | 9,706 |
Professional services and other | 5,147 | 4,999 |
Accrued expenses | $ 18,060 | $ 22,549 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax provision or benefit | $ 0 | $ 0 |
State income tax provision or benefit | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | Aug. 16, 2019 | Mar. 31, 2020 |
Lessee Lease Description [Line Items] | ||
Operating Lease, existence of option to terminate | true | |
Monthly base rent | $ 200,000 | |
Increase in base rent | 33,000 | |
Annual increase of base rent | 9,000 | |
Security deposit | 500,000 | |
Hampshire Street [Member] | Letter of Credit [Member] | ||
Lessee Lease Description [Line Items] | ||
Security deposit | $ 1,000,000 | |
BMR-Hampshire LLC [Member] | Cambridge [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease description | the Company entered into a lease, or the Hampshire Street Lease, with BMR-Hampshire LLC, or BMR. The Hampshire Street Lease is for 33,525 rentable square feet of office space in Cambridge, Massachusetts. The Hampshire Street Lease commenced as of December 1, 2019 | |
Operating lease initial term from commencement date | 7 years 4 months | |
Operating lease extend description | the Company with an option to extend the lease term for one additional five-year period | |
Operating lease rent expense | $ 200,000 | |
Operating lease rent expense incremental percentage | 2.50% | |
Initial Term [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease expiration date | May 31, 2018 | |
Extended Term [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease expiration date | Nov. 30, 2022 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs and Company's Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,550 | $ 888 |
Variable lease cost | 422 | 323 |
Total lease cost | 1,972 | 1,211 |
Operating cash flows used for operating leases | $ 981 | $ 905 |
Weighted average remaining lease term | 5 years 2 months 12 days | 3 years 7 months 6 days |
Weighted average discount rate | 9.63% | 8.55% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 3,600 |
2021 | 6,442 |
2022 | 6,262 |
2023 | 2,989 |
2024 | 3,059 |
Thereafter | 6,716 |
Total lease payments | 29,068 |
Less: imputed interest | (7,064) |
Total operating lease liabilities at March 31, 2020 | $ 22,004 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) | Jan. 01, 2011OptionTarget | Nov. 30, 2018USD ($)Installment | Mar. 31, 2015USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Jul. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Roche [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Regulatory milestone payments obligation | $ 1,000,000 | |||||||||||||
Notice period in days | 90 days | |||||||||||||
Roche [Member] | Subsequent Event [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Clinical development milestone payments obligation | $ 1,000 | |||||||||||||
GSK [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Number of option targets | OptionTarget | 3 | |||||||||||||
Clinical development milestone payment | $ 50,000,000 | |||||||||||||
Additional milestone payments | 197,000,000 | |||||||||||||
Sales-based milestone payments | 128,000,000 | |||||||||||||
Additional payments received | 0 | |||||||||||||
Cash and accounts receivable | $ 89,000,000 | |||||||||||||
GSK [Member] | Collaboration Revenue | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Upfront payment received | $ 89,000,000 | |||||||||||||
Eisai [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Upfront payment made | $ 40,000,000 | $ 10,000,000 | ||||||||||||
Clinical development milestone payments obligation | 20,000,000 | 10,000,000 | ||||||||||||
Regulatory milestone payments obligation | 50,000,000 | |||||||||||||
Research and development reduction | 400,000 | $ 1,000,000 | ||||||||||||
Obligation related to World Wide Royalty | 200 | |||||||||||||
Royalties payable | 200,000 | |||||||||||||
Other Receivables | 400,000 | 1,300,000 | ||||||||||||
Eisai [Member] | First Submission of NDA or MAA [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Clinical development milestone payments obligation | 10,000,000 | |||||||||||||
Regulatory milestone payments obligation | 25,000,000 | |||||||||||||
Eisai [Member] | Second Submission Of New Drug Application Or Marketing Authorization Application | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Clinical development milestone payments obligation | $ 10,000,000 | 10,000,000 | ||||||||||||
Regulatory milestone payments obligation | $ 25,000,000 | |||||||||||||
Collaborative Arrangement [Member] | Roche [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Remaining unpaid milestone payments | 3,900,000 | $ 10,400,000 | ||||||||||||
Reimbursements receivable of development costs | 900,000 | |||||||||||||
Signed Amendment [Member] | Roche [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Regulatory milestone payments obligation | 500,000 | |||||||||||||
Fourth Amendment [Member] | Roche [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Regulatory milestone payments obligation | $ 500,000 | |||||||||||||
Boehringer Ingelheim [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Upfront payment received | $ 15,000,000 | |||||||||||||
Other Receivables | $ 100 | 1,300 | ||||||||||||
Notice period in days | 90 days | |||||||||||||
Company received upfront payment | $ 15,000,000 | |||||||||||||
Research funding for costs to be incurred | $ 5,000,000 | $ 400,000 | 5,000,000 | $ 5,000,000 | ||||||||||
Research funding costs, payment frequency | quarterly | |||||||||||||
Research funding costs, payable installments | Installment | 4 | |||||||||||||
Maximum extension term of research period | 1 year | |||||||||||||
Total transaction price | $ 20,000,000 | |||||||||||||
Potential milestone payment receivable | 7,000,000 | |||||||||||||
Revenue, information used to determine transaction price | The Company determined that a 50/50 allocation of transaction price between the two performance obligations | |||||||||||||
Revenue, information used to allocate transaction price | (i) R&D components’ standalone selling price estimated using the cost plus margin approach; based on cost plus 10%; (ii) the license rights granted for each program (world-wide or ex-US only) and their potential market opportunities; (iii) the total potential milestone payments for each program; and (iv) the expected revenue recognition pattern for each program, which is expected to be relatively consistent. | |||||||||||||
Research and development cost margin approach based on cost plus percentage | 10.00% | |||||||||||||
Amount allocated to first undisclosed target license and associated research services | $ 10,000,000 | |||||||||||||
Amount allocated to second undisclosed target license and associated research services | 10,000,000 | |||||||||||||
Clinical development milestone payment | $ 5,500,000 | |||||||||||||
Total revenue | $ 25,600,000 | 100,000 | 7,900,000 | |||||||||||
Deferred revenue | $ 0 | $ 0 | ||||||||||||
Boehringer Ingelheim [Member] | Maximum [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Clinical development milestone payment | 30,000,000 | |||||||||||||
Regulatory milestone payments | 46,500,000 | |||||||||||||
Sales-based milestone payments | $ 26,000,000 | |||||||||||||
Celgene [Member] | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | 99,200,000 | |||||||||||||
Deferred revenue | $ 3,800,000 | $ 3,800,000 |
Sale of Future Royalties - Addi
Sale of Future Royalties - Additional Information (Details) | Nov. 04, 2019USD ($)Tranche$ / sharesshares | Feb. 29, 2020USD ($)shares | Nov. 30, 2019$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2019shares |
Line Of Credit Facility [Line Items] | ||||||
Common stock, shares issued | shares | 101,047,000 | 11,500,000 | 97,783,000 | |||
Proceeds from issuance of common stock, net of commissions | $ 122,992,000 | |||||
Royalty Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Proceeds from sale of future royalties | $ 12,601,000 | |||||
Tazemetostat [Member] | Royalty Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Non cash royalty revenue | 0 | |||||
Non cash interest expense | 300,000 | |||||
RPI Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Common stock, shares issued | shares | 6,666,667 | 6,666,667 | ||||
Warrants to purchase shares of common stock exercise price | $ / shares | $ 20 | $ 20 | ||||
Proceed from agreement | $ 100,000,000 | |||||
Obligation to purchase common stock | 50,000,000 | |||||
Shares option to sell exercised by underwriters | shares | 2,500,000 | |||||
Proceeds from issuance of common stock, net of commissions | $ 50,000,000 | |||||
Proceeds from sale of future royalties | $ 12,600,000 | |||||
Effective annual interest Rate | 9.01% | |||||
RPI Purchase Agreement [Member] | Achievement of Specified Annual Net Sales [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Potential milestone payments | $ 1,500,000,000 | |||||
Maximum [Member] | RPI Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Warrants to purchase shares of common stock | shares | 2,500,000 | 2,500,000 | ||||
Obligation to purchase share price | $ / shares | $ 20 | |||||
Loan Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 70,000,000 | |||||
Number of tranches | Tranche | 3 | |||||
Debt instrument, covenant description | The Company also has the right to request up to an additional $300.0 million in secured term loans, subject to the approval of the Lenders, following FDA approval of tazemetostat for the treatment of FL in the United States, provided that the Company has not prepaid any outstanding term loans at the time of such request and such request is made before November 18, 2021. | |||||
Loan Agreement [Member] | RPI Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Common stock, shares issued | shares | 79,000,000 | |||||
Warrants to purchase shares of common stock | shares | 8,400,000 | |||||
Proceed from agreement | $ 125,000,000 | |||||
Proceeds from sale of future royalties | 12,600,000 | |||||
Transaction costs | 2,000,000 | |||||
Loan Agreement [Member] | Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Right to request for additional loan amount | 300,000,000 | |||||
First Tranche [Member] | Loan Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||
Aggregate principal amount | 25,000,000 | |||||
First Tranche [Member] | Loan Agreement [Member] | RPI Purchase Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount | 25,000,000 | |||||
Second Tranche [Member] | Loan Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | |||||
Aggregate principal amount | $ 25,000,000 | |||||
Third Tranche [Member] | Loan Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 |
Sale of Future Royalties - Sche
Sale of Future Royalties - Schedule of Activity of Royalty Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Deferred Revenue Arrangement [Line Items] | ||
Non-cash interest expense recognized | $ 295 | |
Liability related to sale of future royalties | 13,087 | $ 12,793 |
Royalty Purchase Agreement [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Proceeds from sale of future royalties | 12,601 | |
Non-cash interest expense recognized | 486 | |
Liability related to sale of future royalties | $ 13,087 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)Installment | Dec. 31, 2019USD ($)Installment | |
Tranche Term Loan | Loan Agreement [Member] | BioPharma Credit Investments V (Master) LP [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense Credit Facilities | $ 700,000 | |
Loan Agreement [Member] | First Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 25,000,000 | |
Number of quarterly payments of term loan | Installment | 8 | |
Debt instrument payment first date | Feb. 28, 2023 | |
Debt instrument payment last date | Nov. 18, 2024 | |
Debt instrument, interest rate | 7.75% | |
Long-term debt, maturities, repayment terms | The Company has the ability to prepay the outstanding loan at its option by paying the greater of a prepayment penalty amount equal to the sum of all interest accruing from the prepayment date through the 36th-month anniversary of the Tranche A closing date on the amount of principal prepaid | |
Percentage of commitment fee paid | 2.00% | |
Commitment fee | $ 70,000,000 | |
Loan Agreement [Member] | First Tranche [Member] | November 18, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment fee as of outstanding principal amount percentage | 3.00% | |
Loan Agreement [Member] | First Tranche [Member] | Between November 18, 2022 and November 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment fee as of outstanding principal amount percentage | 2.00% | |
Loan Agreement [Member] | First Tranche [Member] | Between November 18, 2023 and November 18, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Prepayment fee as of outstanding principal amount percentage | 1.00% | |
Loan Agreement [Member] | First Tranche [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Right to request for additional loan amount | $ 300,000,000 | |
Loan Agreement [Member] | Second Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 25,000,000 | |
Number of quarterly payments of term loan | Installment | 8 | |
Debt instrument payment first date | Feb. 28, 2023 | |
Debt instrument payment last date | Nov. 18, 2024 |
Long-Term Debt - Schedule of Mi
Long-Term Debt - Schedule of Minimum Aggregate Future Loan Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | $ 25,000 | |
2024 | 25,000 | |
Total minimum payments | 50,000 | |
Less amounts representing interest and discount | 1,619 | |
Long-term debt, net of current portion | $ 48,381 | $ 23,309 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 04, 2019 | Mar. 06, 2019 | Feb. 29, 2020 | Nov. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Equity [Line Items] | |||||||
Number of votes for each share of common stock | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. | ||||||
Common stock, shares issued | 101,047,000 | 11,500,000 | 97,783,000 | ||||
Issuance of common stock (net of commissions and offering costs), Value | $ 49,915 | $ 122,708 | |||||
Proceeds from financing Costs after deducting | $ 85 | 284 | |||||
Preferred stock, shares issued | 338,000 | 350,000 | |||||
Net proceeds from sale of shares | 37,432 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 350,000 | ||||||
Purchase price per share | $ 115 | ||||||
Net proceeds from sale of shares | $ 37,400 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Common stock price per share | $ 12.34 | ||||||
Intrinsic value of beneficial conversion feature, discount on share | $ 2,900 | ||||||
Convertible preferred Stock, Conversion Price Per Share | $ 11.50 | ||||||
Preferred stock, voting rights | Shares of Series A Preferred Stock will generally have no voting rights except as required by law and except that the consent of the holders of a majority of our outstanding shares of Series A Preferred Stock will be required to amend the terms of the Series A Preferred Stock or take certain other actions with respect to the Series A Preferred Stock. | ||||||
Liquidation preference per share | $ 0.001 | ||||||
Percentage of conversion restriction upon holder of convertible preferred stock shares | 9.99% | ||||||
Conversion of stock notice period | 61 days | ||||||
Number of common shares convertible for each share of convertible preferred stock | 10 | ||||||
Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Shares | 12,200 | ||||||
Common Stock [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Shares | 122,000 | ||||||
Common Stock [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of common stock (net of commissions and offering costs), Value | $ 49,900 | $ 1 | |||||
Issuance of common stock upon exercise of stock options, Share | 2,500,000 | 2,500,000 | 11,500,000 | ||||
Proceeds from financing Costs after deducting | $ 100 | ||||||
Common Stock [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of Series A Convertible Preferred Stock, net of commissions and beneficial conversion charge, Shares | 122,000 | ||||||
Additional Paid-In Capital [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of common stock (net of commissions and offering costs), Value | $ 49,915 | $ 122,707 | |||||
RPI Purchase Agreement [Member] | |||||||
Equity [Line Items] | |||||||
Common stock, shares issued | 6,666,667 | 6,666,667 | |||||
Warrants to exercise common stock | $ 20 | $ 20 | |||||
RPI Purchase Agreement [Member] | Maximum [Member] | |||||||
Equity [Line Items] | |||||||
Warrants to purchase shares of common stock | 2,500,000 | 2,500,000 | |||||
RPI Purchase Agreement [Member] | Additional Paid-In Capital [Member] | |||||||
Equity [Line Items] | |||||||
Proceeds from sale of equity securities fair value | $ 8,400 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense related to stock options, restricted stock, shares issued and shares granted to non-employee directors | $ 6,510 | $ 3,211 | |
Weighted-average fair value of options granted | $ 13.37 | $ 6.03 | |
Unrecognized compensation cost | $ 55,700 | ||
Expected weighted average period for recognition of compensation cost | 2 years 11 months 26 days | ||
Service Based RSU [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected weighted average period for recognition of compensation cost | 3 years 6 months 10 days | ||
Restricted stock units outstanding | 498,058 | ||
Vesting percentage | 25.00% | ||
Vesting period | 4 years | ||
Compensation expense was recognized | $ 500 | ||
Unrecognized compensation cost | $ 10,300 | ||
Performance Based RSU [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 17,000 | 604,000 | |
Compensation expense was recognized | $ 1,400 | ||
Unrecognized compensation cost | $ 2,100 | ||
Performance Based RSU [Member] | Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 17,500 | ||
Performance Based RSU [Member] | Vest on June 30, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20.00% | ||
Performance Based RSU [Member] | Vest on January 23, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Performance Based RSU [Member] | Vest on March 24, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20.00% | ||
Performance Based RSU [Member] | Vest on September 30, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 30.00% | ||
Unvested Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 838,689 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 6,510 | $ 3,211 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 2,162 | 1,165 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 4,348 | $ 2,046 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in Applying Pricing Model (Detail) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.30% | 2.50% |
Expected life of options | 5 years 11 months 23 days | 6 years |
Expected volatility of underlying stock | 70.30% | 72.00% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |
Number of Options, Outstanding, Beginning balance | shares | 8,087,000 |
Number of Options, Granted | shares | 2,187,000 |
Number of Options, Exercised | shares | (282,000) |
Number of Options, Forfited | shares | (368,000) |
Number of Options, Outstanding, Ending balance | shares | 9,624,000 |
Number of Options, Exercisable | shares | 3,318,000 |
Weighted Average Exercise Price per Share, Outstanding, Beginning balance | $ / shares | $ 12.86 |
Weighted Average Exercise Price per Share, Granted | $ / shares | 21.39 |
Weighted Average Exercise Price per Share, Exercised | $ / shares | 11.13 |
Weighted Average Exercise Price per Share, Forfited | $ / shares | 13.83 |
Weighted Average Exercise Price per Share, Outstanding, Ending balance | $ / shares | 14.81 |
Weighted Average Exercise Price per Share, Exercisable | $ / shares | $ 14.28 |
Weighted Average Remaining Contractual Term (In Years), Outstanding | 8 years 2 months 23 days |
Weighted Average Remaining Contractual Term (In Years), Exercisable | 6 years 7 months 13 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 25,471 |
Aggregate Intrinsic Value, Exercisable | $ | $ 9,889 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Service Based Restricted Stock Units (Detail) - Service Based RSU [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Outstanding Shares, Beginning Balance | shares | 284,000 |
Number of Shares, Granted | shares | 498,058 |
Number of Shares, Vested | shares | (50,000) |
Number of Shares, Forfeited | shares | (66,000) |
Number of Outstanding Shares, Ending Balance | shares | 666,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 9.34 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 20.19 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.12 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 10.88 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 17.85 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Performance Based Restricted Stock Units (Detail) - Performance Based RSU [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Outstanding Shares, Beginning Balance | 443,000 | |
Number of Shares, Granted | 17,000 | 604,000 |
Number of Shares, Vested | (263,000) | |
Number of Shares, Forfeited | (25,000) | |
Number of Outstanding Shares, Ending Balance | 172,000 | 443,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 12.16 | |
Weighted Average Grant Date Fair Value, Granted | 16.14 | |
Weighted Average Grant Date Fair Value, Vested | 12.31 | |
Weighted Average Grant Date Fair Value, Forfeited | 11.95 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 12.46 | $ 12.16 |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (50,937) | $ (29,339) |
Accretion of convertible preferred stock | (2,940) | |
Net loss attributable to common stockholders | $ (50,937) | $ (32,279) |
Weighted average shares outstanding | 99,616 | 82,424 |
Basic and diluted loss per share allocable to common stockholders | $ (0.51) | $ (0.39) |
Loss Per Share - Common Stock E
Loss Per Share - Common Stock Equivalents from Calculation of Diluted Loss Per Share Attributable to Common Stockholders (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 16,350 | 11,150 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 9,624 | 7,054 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 839 | 585 |
Shares Issuable Under Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 9 | 11 |
Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 3,378 | 3,500 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from the calculation of diluted loss per share | 2,500 |