Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Cerevel Therapeutics Holdings, Inc. | |
Entity Central Index Key | 0001805387 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 127,459,087 | |
Entity File Number | 001-39311 | |
Entity Tax Identification Number | 85-3911080 | |
Entity Address, Address Line One | 222 Jacobs Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02141 | |
City Area Code | 844 | |
Local Phone Number | 304-2048 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | CERE | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common stock at an exercise price of $11.50 | |
Trading Symbol | CEREW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 343,287 | $ 383,623 | |
Prepaid expenses and other current assets | 6,524 | 6,937 | |
Total current assets | 349,811 | 390,560 | |
Property and equipment, net | 27,597 | 24,165 | |
Operating lease assets | 24,187 | 24,459 | |
Restricted cash | 4,200 | 4,200 | |
Other long-term assets | 2,309 | 1,889 | |
Total assets | 408,104 | 445,273 | |
Current liabilities: | |||
Accounts payable | 7,755 | 4,993 | |
Accrued expenses and other current liabilities | 24,257 | 22,519 | |
Operating lease liabilities, current portion | 2,139 | 2,036 | |
Total current liabilities | 34,151 | 29,548 | |
Operating lease liabilities, net of current portion | 32,952 | 30,969 | |
Other long-term liabilities | 965 | 236 | |
Total liabilities | 68,068 | 60,753 | |
Commitments and contingencies (Notes 11 and 12) | |||
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020 | |||
Common stock, $0.0001 par value: 500,000,000 shares authorized; 127,325,116 and 127,123,954 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 13 | 13 | |
Additional paid-in capital | 781,914 | 775,417 | |
Accumulated deficit | (441,891) | (390,910) | |
Total stockholders’ equity | [1] | 340,036 | 384,520 |
Total liabilities and stockholders’ equity | $ 408,104 | $ 445,273 | |
[1] | Historical share and capital amounts were retroactively restated for reverse recapitalization as described in Note 1, Nature of Operations. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, shares authorized | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 127,325,116 | 127,123,954 |
Common Stock, Shares, Outstanding | 127,325,116 | 127,123,954 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 36,561,000 | $ 26,959,000 |
General and administrative | 14,010,000 | 10,743,000 |
Total operating expenses | 50,571,000 | 37,702,000 |
Loss from operations | (50,571,000) | (37,702,000) |
Interest income, net | 15,000 | 204,000 |
Other income (expense), net | (425,000) | (15,710,000) |
Loss before income taxes | (50,981,000) | (53,208,000) |
Income tax benefit (provision), net | 0 | 0 |
Net loss and comprehensive loss | $ (50,981,000) | $ (53,208,000) |
Net loss per share, basic and diluted | $ (0.40) | $ (0.87) |
Weighted-average shares used in calculating net loss per share, basic and diluted | 127,225,535 | 60,944,732 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Beginning balance at Dec. 31, 2019 | [1] | $ 77,823 | $ 6 | $ 322,115 | $ (244,298) |
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 60,930,932 | |||
Issuance of common stock under equity incentive plans related to vesting of RSUs, (in shares) | [1] | 14,270 | |||
Equity-based compensation expense | [1] | 2,970 | 2,970 | ||
Net loss | [1] | (53,208) | (53,208) | ||
Ending balance at Mar. 31, 2020 | [1] | 27,585 | $ 6 | 325,085 | (297,506) |
Ending balance (in shares) at Mar. 31, 2020 | [1] | 60,945,202 | |||
Beginning balance at Dec. 31, 2020 | [1] | 384,520 | $ 13 | 775,417 | (390,910) |
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 127,123,954 | |||
Issuance of common stock under equity incentive plans related to vesting of RSUs, (in shares) | [1] | 14,270 | |||
Issuance of common stock under equity incentive plans related to exercise of options | [1] | 742 | 742 | ||
Issuance of common stock under equity incentive plans related to exercise of options (in shares) | [1] | 186,892 | |||
Reclassification of private placement warrants from equity to other long-term liabilities | [1] | (305) | (305) | ||
Equity-based compensation expense | [1] | 6,060 | 6,060 | ||
Net loss | [1] | (50,981) | (50,981) | ||
Ending balance at Mar. 31, 2021 | [1] | $ 340,036 | $ 13 | $ 781,914 | $ (441,891) |
Ending balance (in shares) at Mar. 31, 2021 | [1] | 127,325,116 | |||
[1] | Historical share and capital amounts were retroactively restated for reverse recapitalization as described in Note 1, Nature of Operations. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (50,981) | $ (53,208) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 63 | 95 |
Non-cash rent expense under operating leases | (184) | 508 |
Equity-based compensation | 6,137 | 2,970 |
Change in fair value of Equity Commitment and Share Purchase Option | 15,710 | |
Change in fair value of private placement warrants | 424 | |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other current assets | 426 | 940 |
Operating lease asset | (14) | (459) |
Other assets | 3 | (1,167) |
Accounts payable | 3,176 | 4,806 |
Accrued expenses and other liabilities | 1,975 | 351 |
Operating lease liability | 2,557 | |
Net cash flows used in operating activities | (36,418) | (29,454) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,660) | (2,556) |
Net cash flows used in investing activities | (4,660) | (2,556) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 742 | |
Net cash flows provided by financing activities | 742 | |
Net decrease in cash, cash equivalents and restricted cash | (40,336) | (32,010) |
Cash, cash equivalents and restricted cash, beginning of the period | 387,823 | 83,682 |
Cash, cash equivalents and restricted cash, end of the period | 347,487 | 51,672 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 343,287 | 47,541 |
Restricted cash | 4,200 | 4,131 |
Total cash, cash equivalents and restricted cash | 347,487 | 51,672 |
Supplemental cash flow disclosures from non-cash operating, investing, and financing activities: | ||
Fixed asset additions included in accounts payable and other current liabilities | 3,252 | 3,357 |
Deferred unpaid transaction costs related to financing activities | $ 461 | $ 1,047 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Unless the context otherwise requires, r eferences in these notes to “Cerevel,” “the company,” “we,” “us” and “our” and any related terms are intended to mean Cerevel Therapeutics Holdings, Inc. and its consolidated subsidiaries. We are a clinical-stage biopharmaceutical company pursuing a targeted approach to neuroscience that combines a deep understanding of disease-related biology and neurocircuitry of the brain with advanced chemistry and central nervous system, or CNS, target receptor selective pharmacology to discover and design new therapies. We seek to transform the lives of patients through the development of new therapies for neuroscience diseases, including schizophrenia, epilepsy and Parkinson’s disease. On October 27, 2020 Our principal operations commenced on September 24, 2018 (Formation Transaction Date), when Old Cerevel licensed technology to a portfolio of pre-commercial neuroscience assets from Pfizer Inc. (Pfizer) in exchange for the issuance of Series A-2 Preferred Stock of Old Cerevel and obtained a $350.0 million equity commitment (the Equity Commitment), from BC Perception Holdings, LP (Bain Investor), an affiliate of Bain Capital, to develop the in-licensed assets in exchange for the issuance of Series A-1 Preferred Stock and Series A Common Stock of Old Cerevel. Bain Investor also received the option to purchase up to an additional 10.0 million shares of Old Cerevel at $10.00 per share, subject to Pfizer’s participation rights (the Share Purchase Option). On the Formation Transaction Date, we received an initial investment of $115.0 million in equity funding from Bain Investor to begin operations. During 2019 we received an additional investment of $60.1 million in equity funding from Bain Investor. Bain Investor contributed an additional $25.0 million in equity funding in July 2020 (the Additional Financing Shares). Upon the closing of the transactions contemplated by the Business Combination Agreement (the Business Combination or the Business Combination Transaction), Old Cerevel became a wholly owned subsidiary of ARYA and ARYA was renamed Cerevel Therapeutics Holdings, Inc. and the Equity Commitment and the Share Purchase Option related to Old Cerevel were terminated. Upon completion of the Business Combination Transaction, and pursuant to the terms of the Business Combination Agreement, the existing shareholders of Old Cerevel exchanged their interests for shares of common stock of Cerevel Therapeutics Holdings, Inc. (New Cerevel). Net proceeds from this transaction totaled approximately $439.5 million. We accounted for the Business Combination Transaction as a reverse recapitalization which is the equivalent of Old Cerevel issuing stock for the net assets of ARYA, with ARYA treated as the acquired company for accounting purposes . The net assets of ARYA were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Old Cerevel. The shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock, and common stock prior to the Business Combination Transaction have been retroactively restated to reflect the For additional information on the Business Combination Transaction and the Additional Financing Shares, please read Note 3, Business Combination to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 (our Annual Report) For additional information on our license arrangement with Pfizer, please read Note 6, Pfizer License Agreement , to our audited consolidated financial statements included in our Annual Report . For additional information on the Equity Commitment and the Share Purchase Option, please read Note 7, Equity Commitment and Share Purchase Option , to our audited consolidated financial statements included in our Annual Report . |
Risks and Liquidity
Risks and Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Risks And Uncertainties [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity We are subject to risks and uncertainties common to clinical-stage companies in the biopharmaceutical industry. These risks include, but are not limited to, the introduction of new products, therapies, standards of care or new technological innovations, our ability to obtain and maintain adequate protection for our licensed technology, data or other intellectual property and proprietary rights and compliance with extensive government regulation and oversight. In addition, we are dependent upon the services of our employees, including key personnel, consultants, third-party contract research organizations and other third-party organizations. Our product candidates, currently under development or that we may develop, will require significant additional research and development efforts, including extensive clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting capabilities. There can be no assurance that our research and development activities will be successfully completed, that adequate protection for our licensed or developed technology will be obtained and maintained, that products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Our consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets and the satisfaction of liabilities in the ordinary course of business. Since our inception, we have incurred significant operating losses and, as of March 31, 2021, had an accumulated deficit of $441.9 million and had not yet generated revenues. In addition, we anticipate that our expenses will increase significantly in connection with our ongoing activities to support our research, discovery and clinical development efforts and we expect to continue to incur significant expenses and operating losses for the foreseeable future. Prior to the Business Combination Transaction, our operations were funded primarily from the issuance of convertible preferred stock, convertible common stock and common stock. Upon the closing of the Business Combination Transaction in October 2020, we received net proceeds totaling approximately $439.5 million, as described above in Note 1, Nature of Operations will enable us to fund our operating expense and capital expenditure requirements through at least twelve months from the issuance date of these financial statements. Impact of the COVID-19 Pandemic We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our operations and the operations of our customers, suppliers, vendors and business partners. We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, our research programs, healthcare systems or the global economy and we cannot presently predict the scope and severity of any potential business shutdowns or disruptions. We have not incurred any significant impairment losses in the carrying values of our assets as a result of the pandemic and we are not aware of any specific related event or circumstance that could have a material adverse impact on our business, results of operations and financial condition. The extent to which COVID-19 ultimately impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence. The estimates of the impact on our business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of the company and its subsidiaries, Cerevel Therapeutics Inc., Cerevel Therapeutics LLC and Cerevel MA Securities Corporation, after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) accounting standards codification. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the FASB. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three months ended March 31, 2021 and 2020, are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial statements for the three months ended March 31, 2021 and 2020, have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report. As a result of the Business Combination Transaction, the shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the Business Combination Transaction have been retroactively restated to reflect the Exchange Ratio established in the Business Combination Agreement. For additional information on the Business Combination Transaction and the Exchange Ratio, please read Note 3, Business Combination , to our audited consolidated financial statements included in our Annual Report. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of the Equity Commitment and Share Purchase Option, the fair value of stock options, the recoverability of our net deferred tax assets and the related valuation allowance and the accrual for research and development expense. The impact on accounting estimates and judgments on our financial condition and results of operations due to COVID-19 has introduced additional uncertainties. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances change. Actual results could differ materially from those estimates. Restricted Cash In connection with our entering into the lease agreement for our headquarters in Cambridge, MA, in July 2019 we were required to provide a security deposit in the form of a letter of credit. We have classified this amount as restricted cash within our consolidated balance sheet as of March 31, 2021 and December 31, 2020. Common Stock Warrants and Derivative Financial Instruments We review any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and account for them based on an assessment of the specific terms of the instrument and applicable authoritative guidance in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480). Our assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. We classify freestanding derivative financial instruments that are indexed in our own stock as: a) Equity if they (i) require physical settlement or net-share settlement, or (ii) give the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), or b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) We assess classification of our common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification is required. Warrants to purchase an aggregate of 5,149,666 shares were issued by ARYA as part of the units sold in its IPO in June 2020. We determined that our 4,983,314 outstanding public warrants satisfied the criteria for classification as equity instruments as of March 31, 2021, and December 31, 2020, respectively. We determined our 166,333 private placement warrants were immaterial as of December 31, 2020. In certain circumstances, the identity of the holder may result in different settlement amounts, and therefore our private placement warrants are not considered indexed in our own stock in the manner contemplated by ASC Section 815-40-15. Accordingly, we reclassified our private placement warrants as long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021. Emerging Growth Company Status We are an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act) and we may choose to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We may take advantage of these exemptions until the company is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for complying with new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions until we no longer qualify as an EGC. For additional information related to our other significant accounting policies, please read Note 4, Summary of Significant Accounting Policies, to our audited consolidated financial statements included in our Annual Report Recent Accounting Guidance From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the company as of the specified effective date. Unless otherwise discussed, the company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (ASU 2016-13). The adoption of this standard did not have a material impact on our consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes We adopted this standard January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Pfizer License Agreement
Pfizer License Agreement | 3 Months Ended |
Mar. 31, 2021 | |
License Agreement [Abstract] | |
Pfizer License Agreement | 4. Pfizer License Agreement In August 2018, we entered into a license agreement with Pfizer (the Pfizer License Agreement) pursuant to which we were granted an exclusive, sublicensable, worldwide license under certain Pfizer patent rights, and a non-exclusive, sublicensable, worldwide license under certain Pfizer know-how to develop, manufacture and commercialize certain compounds and products, which currently constitute the entirety of our asset portfolio, subject to the terms and conditions of the Pfizer License Agreement. Under the Pfizer License Agreement, we are solely responsible for the development, manufacture, regulatory approval and commercialization of compounds and products in the field and we will pay Pfizer tiered royalties on the aggregate net sales during each calendar year, determined on a product-by-product basis, with respect to products under the Pfizer License Agreement, and we may pay potential milestone payments to Pfizer, based on the successful achievement of certain regulatory and commercial milestones. To date, no regulatory or commercial approval milestone payments or royalty payments were made or became due under this agreement. For additional information on our Pfizer License Agreement, please read Note 6, Pfizer License Agreement, to our audited consolidated financial statements included in our Annual Report. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis and indicates the level of fair value hierarchy utilized to determine such fair values: As of March 31, 2021 (In thousands) Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash equivalents—money market funds $ 343,287 $ — $ — $ 343,287 Restricted cash—money market funds 4,200 — — 4,200 Total Assets $ 347,487 $ — $ — $ 347,487 Liabilities: Private placement warrants $ — $ — $ 729 $ 729 Total Liabilities $ — $ — $ 729 $ 729 As of December 31, 2020 (In thousands) Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash equivalents—money market funds $ 383,623 $ — $ — $ 383,623 Restricted cash—money market funds 4,200 — — 4,200 Total Assets $ 387,823 $ — $ — $ 387,823 Liabilities: Private placement warrants $ — $ — $ — $ — Total Liabilities $ — $ — $ — $ — There have been no impairments of our assets measured and carried at fair value during the three months ended March 31, 2021. In addition, there were no changes in valuation techniques, inputs utilized or transfers between fair measurement levels in the periods presented. The carrying amounts reflected in our condensed consolidated balance sheets for our cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities. The private placement warrants represent the only Level 3 assets and liabilities carried at fair market value as of March 31, 2021. The fair value measurement of the private placement warrants is sensitive to changes in the unobservable inputs used to value the financial instrument. Changes in the inputs could result in changes to the fair value of each financial instrument. The following table provides a roll forward of the liability associated with our private placement warrants: (In thousands) Amount Liability, December 31, 2020 $ — Reclassification from equity (305 ) Change in fair value (424 ) Liability, March 31, 2021 $ (729 ) We reclassified our private placement warrants from equity to other long-term liabilities as of March 31, 2021. Our estimate of the fair value of our private placement warrant liability was determined through a binomial lattice model utilizing a discount rate of 0.80%, an expected volatility implied by the market price of the public warrants of 37.7%, an expected dividend yield of 0% and the fair values of our common stock and public warrants as of March 31, 2021. |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Financial Statement Components | 6. Financial Statement Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Prepaid clinical trial services $ 807 $ 172 Prepaid research and development expenses 1,433 1,650 Prepaid insurance 2,678 3,675 Other prepaid expenses 1,444 1,280 Other current assets 162 160 Prepaid expenses and other current assets $ 6,524 $ 6,937 Property and Equipment, Net Property and equipment, net consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Computer equipment $ 881 $ 96 Furniture and fixtures 322 322 Laboratory equipment 545 101 Construction in progress 25,941 23,728 Less: Accumulated depreciation (92 ) (82 ) Property and equipment, net $ 27,597 $ 24,165 Construction-in-progress primarily relates to the build-out of our headquarters in Cambridge, Massachusetts. Other Long-Term Assets Other long-term assets consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Deferred expenses associated with financing activities $ 461 $ — Other prepaid expenses, net of current portion 1,363 1,389 Other 485 500 Other long-term assets $ 2,309 $ 1,889 As of March 31, 2021 and December 31, 2020, other prepaid expenses, net of current portion, primarily consists of deposits paid under certain clinical research organization (CRO) agreements that will be held until the completion of the related clinical trials which are anticipated to end more than twelve months from the balance sheet date. Deferred expenses associated with financing activities as of March 31, 2021, are comprised of costs incurred with third parties directly related to the Funding Agreements described in Note 14, Subsequent Events . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 External research and development services $ 16,002 $ 8,893 Accrued compensation and personnel costs 4,483 9,489 Accrued construction-in-progress 1,930 2,618 Accrued deferred expenses associated with financing activities 424 96 Professional fees and consulting services 1,263 1,150 Other 155 273 Accrued expenses and other current liabilities $ 24,257 $ 22,519 Other Long-Term Liabilities Other long-term liabilities consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Private placement warrants $ 729 $ — Other 236 236 Other long-term liabilities $ 965 $ 236 Other Income (Expense), net Other income (expense), net consisted of the following: For the Three Months Ended March 31, (In thousands) 2021 2020 Loss on fair value remeasurement of Equity Commitment $ — $ (15,760 ) Gain on fair value remeasurement of Share Purchase Option — 50 Loss on fair value remeasurement of private placement warrants (424 ) — Other, net (1 ) — Other income (expense), net $ (425 ) $ (15,710 ) The Equity Commitment and Share Purchase Option were free-standing financial instruments that were recorded at fair value on the Formation Transaction Date. We revalued these financial instruments each reporting period and classified the fair value of the remaining Equity Commitment and the Share Purchase Option as an asset or a liability in our condensed consolidated balance sheets through their termination. We recognized the changes in fair value of the Equity Commitment and Share Purchase Option as a component of other income (expense), net in our condensed consolidated statements of operations and comprehensive loss. For additional information on the Equity Commitment and Share Purchase Option and their related valuation, please read Note 7, Equity Commitment and Share Purchase Option |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity The condensed consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as discussed in Note 3, Summary of Significant Accounting Policies Preferred Stock Upon closing of the Business Combination Transaction, p ursuant to the terms of our Certificate of Incorporation, we authorized Common Stock Pursuant to the terms of our Certificate of Incorporation, we authorized 500,000,000 shares of common stock with a par value of $0.0001 per share. There were 127,325,116 and 127,123,954 shares of common stock issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. Voting The holders of our common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there is no cumulative voting. Dividends Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared to date. Warrants ARYA issued public warrants and private placement warrants (collectively, the warrants) in its Initial Public Offering in June 2020. Upon the consummation of the Business Combination Transaction each outstanding warrant of ARYA become one warrant to purchase one share of Cerevel Therapeutics Holdings, Inc. Pursuant to the agreement, no fractional warrants were issued upon separation of the units and only whole warrants will trade. If a holder would be entitled to receive a fractional warrant, we rounded down to the nearest whole number of warrants to be issued to the warrant holder. None of the terms of the warrants were modified as a result of the Business Combination Transaction. As of March 31, 2021 and December 31, 2020, we determined that our 4,983,314 public warrants outstanding satisfied the criteria for classification as equity instruments in our condensed consolidated balance sheet. As of March 31, 2021 and December 31, 2020, there were 166,333 private placement warrants outstanding. The fair value of our private placement warrants as of March 31, 2021, totaled approximately $0.7 million. We reclassified our private placement warrants from equity to other long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021. Upon establishment of this liability, we reclassified approximately $0.3 million from additional paid-in capital and recognized a charge of approximately $0.4 million to other income (expense), net, resulting from the change in fair value of these warrants. We did not recognize a liability in relation to our private placement warrants prior to March 31, 2021, as we previously determined that the fair value of these warrants was immaterial. The warrants will become exercisable beginning on June 9, 2021. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share. The warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 8. Equity-Based Compensation Equity-based Compensation Expense The following table summarizes equity-based compensation expense included in our condensed consolidated statements of operations and comprehensive loss: For the Three Months Ended March 31, In thousands 2021 2020 Research and development $ 1,797 $ 910 General and administrative 4,340 2,060 Total equity-based compensation expense included in total operating expense $ 6,137 $ 2,970 The following table summarizes equity-based compensation expense by award type included in our condensed consolidated statements of operations and comprehensive loss: For the Three Months Ended March 31, In thousands 2021 2020 Stock options $ 6,038 $ 2,948 Restricted stock units 22 22 Employee stock purchase plan 77 — Total equity-based compensation expense included in total operating expense $ 6,137 $ 2,970 Stock Options The following table summarizes our stock option activity for the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 12,464,668 $ 6.37 8.57 $ 127,301 Granted 4,423,523 $ 12.87 Exercised (186,892 ) $ 3.97 Forfeited (617,107 ) $ 7.02 Outstanding at March 31, 2021 16,084,192 $ 8.14 8.48 $ 90,771 Options exercisable as of March 31, 2021 4,805,971 $ 5.36 7.59 $ 40,249 The aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of in-the-money options. Our closing stock price as reported on Nasdaq as of March 31, 2021, was $13.73. As of March 31, 2021, total unrecognized equity-based compensation expense relating to stock options was $60.0 million. This amount is expected to be recognized over a weighted average period of 3.5 years. Stock options granted during the three months ended March 31, 2021, include awards granted in conjunction with our annual awards made in February 2021. The weighted-average assumptions that we used to determine the fair value of stock options granted to employees and directors are summarized as follows: For the Three Months Ended March 31, 2021 2020 Risk free interest rate 0.65 % 1.56 % Expected term (in years) 6.07 6.01 Expected volatility 95.0 % 105.0 % Expected dividend yield 0.0 % 0.0 % Weighted-average grant date fair value $ 9.81 $ 2.54 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share: For the Three Months Ended March 31, (In thousands, except per share data) 2021 2020 Numerator: Net loss $ (50,981 ) $ (53,208 ) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 127,225,535 60,944,732 Net loss per share, basic and diluted $ (0.40 ) $ (0.87 ) Since we were in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share as the inclusion of all potential dilutive securities would have been anti-dilutive. The shares in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: As of March 31, 2021 March 31, 2020 Stock options outstanding 16,084,192 14,922,159 Restricted stock units outstanding 57,080 99,890 Warrants outstanding 5,149,647 — ESPP shares issuable 17,921 — Shares to be issued upon settlement of remaining Equity Commitment — 49,929,121 Shares to be issued upon exercise of Share Purchase Option — 28,540,304 Total 21,308,840 93,491,474 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes For the three months ended March 31, 2021 and 2020, we did not record income tax benefits for net operating losses incurred or for the research and development tax credits generated in each period due to the uncertainty of realizing a benefit from those items. We have evaluated the positive and negative evidence bearing upon our ability to realize our deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We have considered our history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of March 31, 2021 and December 31, 2020, we have recorded a full valuation allowance against our net deferred tax assets. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 11. Legal Proceedings We, from time to time, may be party to litigation arising in the ordinary course of business. We were not subject to any material legal proceedings as of March 31, 2021, or December 31, 2020, and, to the best of our knowledge, no material legal proceedings are currently pending or threatened. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies As of March 31, 2021, we have several ongoing clinical studies in various clinical trial stages. Our most significant contracts relate to agreements with CROs for clinical trials and preclinical studies and contract manufacturing organizations (CMOs) for the manufacturing of drug substance, which we enter into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at our option. Guarantees and Indemnification Obligations We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we indemnify and agree to reimburse the indemnified party for losses and costs incurred by the indemnified party in connection with any patent, copyright, trade secret or other intellectual property or personal right infringement claim by any third party with respect to our technology. The term of these indemnification agreements is generally perpetual after execution of the agreement. In addition, we have entered into indemnification agreements with members of our board of directors and our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. To date, we have not incurred any losses or any material costs related to these indemnification obligations and no claims with respect thereto were outstanding. We do not believe that the outcome of any claims under indemnification arrangements will have a material effect on our financial position, results of operations and cash flows, and we have not accrued any liabilities related to such obligations in our condensed consolidated financial statements as of March 31, 2021 and December 31, 2020. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 13. Related Parties As of March 31, 2021, and December 31, 2020, Pfizer held 27,349,211 Pfizer License Agreement As of March 31, 2021, and December 31, 2020, Bain Investor held 60,632,356 . Management Agreement Following the closing of the Business Combination, we entered into a new management agreement with Bain Capital Private Equity, LP and Bain Capital Life Sciences, LP providing for the expense reimbursement and indemnification of such entities. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events We have completed an evaluation of all subsequent events after the unaudited balance sheet date of March 31, 2021, through May 17, 2021, the issuance date of these financial statements, to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements as of March 31, 2021, and events which occurred subsequently but were not recognized in the condensed consolidated financial statements. We have concluded that no subsequent events other than the following have occurred that require disclosure: Funding Agreements On April 12, 2021 (the Effective Date), we entered into a funding agreement with NovaQuest Co-Investment Fund XVI, L.P. (NovaQuest and the NovaQuest Funding Agreement) and a funding agreement with BC Pinnacle Holdings, LP (Bain, the Bain Funding Agreement and, together with the NovaQuest Funding Agreement, the Funding Agreements), pursuant to which NovaQuest and Bain will provide funding to support our development of tavapadon for the treatment of Parkinson’s disease. Pursuant to the Funding Agreements, we will receive up to $62.5 million in funding from each of NovaQuest and Bain, for a combined total of up to $125 million in funding (the Total Funding Commitment), of which approximately $31.3 million (25% of the Total Funding Commitment) was received within 10 business days of the Effective Date, and $37.5 million (30% of the Total Funding Commitment), approximately $31.3 million (25% of the Total Funding Commitment) and $25.0 million (20% of the Total Funding Commitment) will be received on the first, second and third anniversaries of the Effective Date, respectively, subject to certain customary funding conditions. In return, we agreed to pay to NovaQuest and Bain (1) upon approval of tavapadon by the FDA, a combined $187.5 million (1.5x of the Total Funding Commitment) (the Approval Milestone Payment), with 50% of the Approval Milestone Payment due within 30 days of FDA approval and 12.5% of the Approval Milestone Payment due on each of the first four anniversaries of FDA approval, (2) upon first reaching certain cumulative U.S. net sales thresholds, certain sales milestone payments and (3) combined tiered, mid-single digit to low-double digit royalties on annual net sales of tavapadon in the U.S. At the time that NovaQuest and Bain collectively receive an aggregate of approximately $531.3 million (4.25x of the Total Funding Commitment), our payment obligations under the Funding Agreements will be fully satisfied. We have the option to satisfy our payment obligations to NovaQuest and Bain upon the earlier of FDA approval or May 1, 2025 by paying an amount equal to the Total Funding Commitment multiplied by a certain factor (which will initially be 3.00x and will increase over time to a maximum of 4.25x), less amounts previously paid to NovaQuest and Bain. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include those of the company and its subsidiaries, Cerevel Therapeutics Inc., Cerevel Therapeutics LLC and Cerevel MA Securities Corporation, after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) accounting standards codification. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the FASB. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three months ended March 31, 2021 and 2020, are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial statements for the three months ended March 31, 2021 and 2020, have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report. As a result of the Business Combination Transaction, the shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the Business Combination Transaction have been retroactively restated to reflect the Exchange Ratio established in the Business Combination Agreement. For additional information on the Business Combination Transaction and the Exchange Ratio, please read Note 3, Business Combination , to our audited consolidated financial statements included in our Annual Report. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of the Equity Commitment and Share Purchase Option, the fair value of stock options, the recoverability of our net deferred tax assets and the related valuation allowance and the accrual for research and development expense. The impact on accounting estimates and judgments on our financial condition and results of operations due to COVID-19 has introduced additional uncertainties. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances change. Actual results could differ materially from those estimates. |
Restricted Cash | Restricted Cash In connection with our entering into the lease agreement for our headquarters in Cambridge, MA, in July 2019 we were required to provide a security deposit in the form of a letter of credit. We have classified this amount as restricted cash within our consolidated balance sheet as of March 31, 2021 and December 31, 2020. |
Common Stock Warrants and Derivative Financial Instruments | Common Stock Warrants and Derivative Financial Instruments We review any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and account for them based on an assessment of the specific terms of the instrument and applicable authoritative guidance in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480). Our assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. We classify freestanding derivative financial instruments that are indexed in our own stock as: a) Equity if they (i) require physical settlement or net-share settlement, or (ii) give the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), or b) Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) We assess classification of our common stock warrants and other freestanding derivatives at each reporting date to determine whether a change in classification is required. Warrants to purchase an aggregate of 5,149,666 shares were issued by ARYA as part of the units sold in its IPO in June 2020. We determined that our 4,983,314 outstanding public warrants satisfied the criteria for classification as equity instruments as of March 31, 2021, and December 31, 2020, respectively. We determined our 166,333 private placement warrants were immaterial as of December 31, 2020. In certain circumstances, the identity of the holder may result in different settlement amounts, and therefore our private placement warrants are not considered indexed in our own stock in the manner contemplated by ASC Section 815-40-15. Accordingly, we reclassified our private placement warrants as long-term liabilities in our condensed consolidated balance sheet as of March 31, 2021. |
Emerging Growth Company Status | Emerging Growth Company Status We are an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act) and we may choose to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We may take advantage of these exemptions until the company is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for complying with new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions until we no longer qualify as an EGC. For additional information related to our other significant accounting policies, please read Note 4, Summary of Significant Accounting Policies, to our audited consolidated financial statements included in our Annual Report |
Recent Accounting Guidance | Recent Accounting Guidance From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the company as of the specified effective date. Unless otherwise discussed, the company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (ASU 2016-13). The adoption of this standard did not have a material impact on our consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes We adopted this standard January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis and indicates the level of fair value hierarchy utilized to determine such fair values: As of March 31, 2021 (In thousands) Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash equivalents—money market funds $ 343,287 $ — $ — $ 343,287 Restricted cash—money market funds 4,200 — — 4,200 Total Assets $ 347,487 $ — $ — $ 347,487 Liabilities: Private placement warrants $ — $ — $ 729 $ 729 Total Liabilities $ — $ — $ 729 $ 729 As of December 31, 2020 (In thousands) Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Cash equivalents—money market funds $ 383,623 $ — $ — $ 383,623 Restricted cash—money market funds 4,200 — — 4,200 Total Assets $ 387,823 $ — $ — $ 387,823 Liabilities: Private placement warrants $ — $ — $ — $ — Total Liabilities $ — $ — $ — $ — |
Summary of Rollforward of the Liability Associated with Private Placement Warrants | The following table provides a roll forward of the liability associated with our private placement warrants: (In thousands) Amount Liability, December 31, 2020 $ — Reclassification from equity (305 ) Change in fair value (424 ) Liability, March 31, 2021 $ (729 ) |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Prepaid clinical trial services $ 807 $ 172 Prepaid research and development expenses 1,433 1,650 Prepaid insurance 2,678 3,675 Other prepaid expenses 1,444 1,280 Other current assets 162 160 Prepaid expenses and other current assets $ 6,524 $ 6,937 |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Computer equipment $ 881 $ 96 Furniture and fixtures 322 322 Laboratory equipment 545 101 Construction in progress 25,941 23,728 Less: Accumulated depreciation (92 ) (82 ) Property and equipment, net $ 27,597 $ 24,165 |
Summary of Other Long-Term Assets | Other long-term assets consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Deferred expenses associated with financing activities $ 461 $ — Other prepaid expenses, net of current portion 1,363 1,389 Other 485 500 Other long-term assets $ 2,309 $ 1,889 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 External research and development services $ 16,002 $ 8,893 Accrued compensation and personnel costs 4,483 9,489 Accrued construction-in-progress 1,930 2,618 Accrued deferred expenses associated with financing activities 424 96 Professional fees and consulting services 1,263 1,150 Other 155 273 Accrued expenses and other current liabilities $ 24,257 $ 22,519 |
Summary of Other Long-Term Liabilities | Other long-term liabilities consisted of the following: As of (In thousands) March 31, 2021 December 31, 2020 Private placement warrants $ 729 $ — Other 236 236 Other long-term liabilities $ 965 $ 236 |
Summary of Other Other Income (Expense), Net | Other income (expense), net consisted of the following: For the Three Months Ended March 31, (In thousands) 2021 2020 Loss on fair value remeasurement of Equity Commitment $ — $ (15,760 ) Gain on fair value remeasurement of Share Purchase Option — 50 Loss on fair value remeasurement of private placement warrants (424 ) — Other, net (1 ) — Other income (expense), net $ (425 ) $ (15,710 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Equity-based Compensation Expense | The following table summarizes equity-based compensation expense included in our condensed consolidated statements of operations and comprehensive loss: For the Three Months Ended March 31, In thousands 2021 2020 Research and development $ 1,797 $ 910 General and administrative 4,340 2,060 Total equity-based compensation expense included in total operating expense $ 6,137 $ 2,970 The following table summarizes equity-based compensation expense by award type included in our condensed consolidated statements of operations and comprehensive loss: For the Three Months Ended March 31, In thousands 2021 2020 Stock options $ 6,038 $ 2,948 Restricted stock units 22 22 Employee stock purchase plan 77 — Total equity-based compensation expense included in total operating expense $ 6,137 $ 2,970 |
Summary of Stock Options Activity | The following table summarizes our stock option activity for the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 12,464,668 $ 6.37 8.57 $ 127,301 Granted 4,423,523 $ 12.87 Exercised (186,892 ) $ 3.97 Forfeited (617,107 ) $ 7.02 Outstanding at March 31, 2021 16,084,192 $ 8.14 8.48 $ 90,771 Options exercisable as of March 31, 2021 4,805,971 $ 5.36 7.59 $ 40,249 |
Summary of Weighted Average Assumptions Used to Determine Fair Value of Stock Options Granted to Employees and Directors | The weighted-average assumptions that we used to determine the fair value of stock options granted to employees and directors are summarized as follows: For the Three Months Ended March 31, 2021 2020 Risk free interest rate 0.65 % 1.56 % Expected term (in years) 6.07 6.01 Expected volatility 95.0 % 105.0 % Expected dividend yield 0.0 % 0.0 % Weighted-average grant date fair value $ 9.81 $ 2.54 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share: For the Three Months Ended March 31, (In thousands, except per share data) 2021 2020 Numerator: Net loss $ (50,981 ) $ (53,208 ) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 127,225,535 60,944,732 Net loss per share, basic and diluted $ (0.40 ) $ (0.87 ) |
Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share | The shares in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: As of March 31, 2021 March 31, 2020 Stock options outstanding 16,084,192 14,922,159 Restricted stock units outstanding 57,080 99,890 Warrants outstanding 5,149,647 — ESPP shares issuable 17,921 — Shares to be issued upon settlement of remaining Equity Commitment — 49,929,121 Shares to be issued upon exercise of Share Purchase Option — 28,540,304 Total 21,308,840 93,491,474 |
Nature of Operations - (Details
Nature of Operations - (Details) $ / shares in Units, shares in Millions | Oct. 27, 2020USD ($) | Jul. 29, 2020 | Sep. 24, 2018USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Exchange ratio description | The shares and corresponding capital amounts and loss per share related to Old Cerevel’s outstanding redeemable convertible preferred stock, redeemable convertible common stock, and common stock prior to the Business Combination Transaction have been retroactively restated to reflect the exchange ratio (the Exchange Ratio) established in the Business Combination Agreement (1.00 share of Old Cerevel for 2.854 shares of New Cerevel). | |||||
Exchange ratio | 2.854 | |||||
Bain Subscription Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equity commitment | $ 350,000,000 | |||||
Share price per share | $ / shares | $ 10 | |||||
Investment in equity funding | $ 115,000,000 | $ 60,100,000 | ||||
Formation transaction date | Sep. 24, 2018 | |||||
Contribution of financing shares | $ 25,000,000 | |||||
Bain Subscription Agreement [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Option to purchase additional shares | shares | 10 | |||||
PIPE Financing [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net proceeds from the business combination transaction | $ 439,500,000 | |||||
ARYA Sciences Acquisition Corp II [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition agreement | Jul. 29, 2020 | |||||
Effective date of acquisition | Oct. 27, 2020 | |||||
Goodwill | $ 0 | |||||
Other intangible assets | $ 0 |
Risks and Liquidity - Additiona
Risks and Liquidity - Additional Information (Details) - USD ($) $ in Thousands | Oct. 27, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Unusual Risk Or Uncertainty [Line Items] | ||||
Accumulated deficit | $ 441,891 | $ 390,910 | ||
Cash and cash equivalents | $ 343,287 | $ 383,623 | $ 47,541 | |
PIPE Financing [Member] | ||||
Unusual Risk Or Uncertainty [Line Items] | ||||
Net proceeds from the business combination transaction | $ 439,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Class Of Warrant Or Right [Line Items] | |||
Aggregate warrants to purchase | 5,149,666 | ||
Public Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase shares outstanding | 4,983,314 | 4,983,314 | |
Private Placement Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants to purchase shares outstanding | 166,333 | 166,333 |
Pfizer License Agreement - Addi
Pfizer License Agreement - Additional Information (Details) - Pfizer License Agreement [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
License Agreement [Line Items] | |
Royalty payments | $ 0 |
Regulatory approval milestone payments | 0 |
Commercial approval milestone payments | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total Assets | $ 347,487 | $ 387,823 |
Liabilities: | ||
Total Liabilities | 729 | |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Total Liabilities | 729 | |
Cash Equivalents [Member] | ||
Assets: | ||
Total Assets | 343,287 | 383,623 |
Restricted Cash [Member] | ||
Assets: | ||
Total Assets | 4,200 | 4,200 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total Assets | 347,487 | 387,823 |
Quoted Prices in Active Markets (Level 1) [Member] | Cash Equivalents [Member] | ||
Assets: | ||
Total Assets | 343,287 | 383,623 |
Quoted Prices in Active Markets (Level 1) [Member] | Restricted Cash [Member] | ||
Assets: | ||
Total Assets | 4,200 | $ 4,200 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total Liabilities | 729 | |
Significant Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Total Liabilities | $ 729 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Asset impairment Charges | $ 0 | |
Discount Rate [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0.0080 | |
Volatility [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0.377 | |
Dividend Yield [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | Recurring [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Transfers from Level 1 to Level 2 | $ 0 | $ 0 |
Significant Other Observable Inputs (Level 2) [Member] | Recurring [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Transfers from Level 2 to Level 1 | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Recurring [Member] | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Rollforward of the Liability Associated with Private Placement Warrants (Details) - Private Placement Warrants [Member] - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Reclassification from equity | $ (305) |
Change in fair value | (424) |
Ending balance | $ (729) |
Financial Statement Component_2
Financial Statement Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid clinical trial services | $ 807 | $ 172 |
Prepaid research and development expenses | 1,433 | 1,650 |
Prepaid insurance | 2,678 | 3,675 |
Other prepaid expenses | 1,444 | 1,280 |
Other current assets | 162 | 160 |
Prepaid expenses and other current assets | $ 6,524 | $ 6,937 |
Financial Statement Component_3
Financial Statement Components - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (92) | $ (82) |
Property and equipment, net | 27,597 | 24,165 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 881 | 96 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 322 | 322 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 545 | 101 |
Construction in-progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 25,941 | $ 23,728 |
Financial Statement Component_4
Financial Statement Components - Summary of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Deferred expenses associated with financing activities | $ 461 | |
Other prepaid expenses, net of current portion | 1,363 | $ 1,389 |
Other | 485 | 500 |
Other long-term assets | $ 2,309 | $ 1,889 |
Financial Statement Component_5
Financial Statement Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
External research and development services | $ 16,002 | $ 8,893 |
Accrued compensation and personnel costs | 4,483 | 9,489 |
Accrued construction-in-progress | 1,930 | 2,618 |
Accrued deferred expenses associated with financing activities | 424 | 96 |
Professional fees and consulting services | 1,263 | 1,150 |
Other | 155 | 273 |
Accrued expenses and other current liabilities | $ 24,257 | $ 22,519 |
Financial Statement Component_6
Financial Statement Components - Summary of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Noncurrent [Abstract] | ||
Private placement warrants | $ 729 | |
Other | 236 | $ 236 |
Other long-term liabilities | $ 965 | $ 236 |
Financial Statement Component_7
Financial Statement Components - Summary of Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Nonoperating Income Expense [Abstract] | ||
Loss on fair value remeasurement of Equity Commitment | $ (15,760) | |
Gain on fair value remeasurement of Share Purchase Option | 50 | |
Loss on fair value remeasurement of private placement warrants | $ (424) | |
Other, net | (1) | |
Other income (expense), net | $ (425) | $ (15,710) |
Stockholders' Equity, Preferred
Stockholders' Equity, Preferred Stock and Common Stock (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity [Abstract] | ||
Preference shares, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares authorized | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 127,325,116 | 127,123,954 |
Common Stock, Shares, Outstanding | 127,325,116 | 127,123,954 |
Stockholders' Equity, Warrants
Stockholders' Equity, Warrants (Details) - USD ($) | Mar. 31, 2021 | Mar. 30, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding | 4,983,314 | 4,983,314 | |
Private Placement Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants outstanding | 166,333 | 166,333 | |
Fair value of warrants | $ 700,000 | ||
Share price per share | $ 11.50 | ||
Expiration period of warrants | 5 years | ||
Private Placement Warrants [Member] | Additional Paid-in Capital [Member] | |||
Warrants [Abstract] | |||
Fair value of warrants | $ 300,000 | ||
Private Placement Warrants [Member] | Other Income (Expense) [Member] | |||
Warrants [Abstract] | |||
Fair value of warrants | $ 400,000 | ||
Private Warrants [Member] | |||
Warrants [Abstract] | |||
Fair value of warrants | $ 0 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | $ 6,137 | $ 2,970 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | 1,797 | 910 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | 4,340 | 2,060 |
Stock Options [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | 6,038 | 2,948 |
Restricted Stock Units [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | 22 | $ 22 |
Employee Stock Purchase Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total equity-based compensation expense included in total operating expense | $ 77 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Stock Options Activity (Details) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Outstanding, Beginning balance | 12,464,668 | |
Granted | 4,423,523 | |
Exercised | (186,892) | |
Forfeited | (617,107) | |
Outstanding, Ending balance | 16,084,192 | 12,464,668 |
Options exercisable | 4,805,971 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning balance | $ 6.37 | |
Granted | 12.87 | |
Exercised | 3.97 | |
Forfeited | 7.02 | |
Outstanding, Ending balance | 8.14 | $ 6.37 |
Options Exercisable | $ 5.36 | |
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding | 8 years 5 months 23 days | 8 years 6 months 25 days |
Options Exercisable | 7 years 7 months 2 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 90,771 | $ 127,301 |
Options Exercisable | $ 40,249 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - Stock Options [Member] $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized equity-based compensation expense | $ | $ 60 |
Equity-based compensation expense expected to be recognized over weighted average period | 3 years 6 months |
Nasdaq [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Closing stock price | $ / shares | $ 13.73 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Weighted Average Assumptions Used to Determine Fair Value of Stock Options Granted to Employees and Directors (Details) - Stock Options [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free interest rate | 0.65% | 1.56% |
Expected term (in years) | 6 years 25 days | 6 years 3 days |
Expected volatility | 95.00% | 105.00% |
Expected dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value | $ 9.81 | $ 2.54 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Numerator: | |||
Net loss | [1] | $ (50,981) | $ (53,208) |
Denominator: | |||
Weighted-average shares used in calculating net loss per share, basic and diluted | 127,225,535 | 60,944,732 | |
Net loss per share, basic and diluted | $ (0.40) | $ (0.87) | |
[1] | Historical share and capital amounts were retroactively restated for reverse recapitalization as described in Note 1, Nature of Operations. |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 21,308,840 | 93,491,474 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 16,084,192 | 14,922,159 |
Restricted Stock Units Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 57,080 | 99,890 |
Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 5,149,647 | |
ESPP Shares Issuable [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 17,921 | |
Shares to Be Issued Upon Settlement of Remaining Equity Commitment [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 49,929,121 | |
Shares to Be Issued Upon Exercise of Share Purchase Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share, total | 28,540,304 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefits | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Loss or material costs related to indemnification obligation | $ 0 | |
Claims outstanding | 0 | |
Liabilities related to obligation | $ 0 | $ 0 |
Related Parties (Details)
Related Parties (Details) | Mar. 31, 2021Directorshares | Dec. 31, 2020Directorshares |
Related Party Transaction [Line Items] | ||
Common Stock, Shares, Outstanding | 127,325,116 | 127,123,954 |
Pfizer Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Common Stock, Shares, Outstanding | 27,349,211 | 27,349,211 |
Number of members nominated to board of directors | Director | 2 | 2 |
Bain Investor [Member] | ||
Related Party Transaction [Line Items] | ||
Common Stock, Shares, Outstanding | 60,632,356 | 60,632,356 |
Number of members nominated to board of directors | Director | 4 | 4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Apr. 12, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | ||
Subsequent event, date | May 17, 2021 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Total funding received | $ 125 | |
Within 10 Business Days of Effective Date [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Total funding received | $ 31.3 | |
Percentage of funding received | 25.00% | |
First Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funding expected to be received | $ 37.5 | |
Percentage of funding received | 30.00% | |
Second Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funding expected to be received | $ 31.3 | |
Percentage of funding expected to be received | 25.00% | |
Third Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funding expected to be received | $ 25 | |
Percentage of funding expected to be received | 20.00% | |
NovaQuest Funding Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funding expected to be received | $ 62.5 | |
Bain Funding Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Funding expected to be received | 62.5 | |
NovaQuest and Bain Funding Agreements [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payable on funding agreement | $ 531.3 | |
Percentage of funding commitment | 4.25% | |
Contractual obligation description repayment timing | earlier of FDA approval or May 1, 2025 | |
NovaQuest and Bain Funding Agreements [Member] | Subsequent Event [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 3.00% | |
NovaQuest and Bain Funding Agreements [Member] | Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 4.25% | |
NovaQuest and Bain Funding Agreements [Member] | First Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 12.50% | |
NovaQuest and Bain Funding Agreements [Member] | Second Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 12.50% | |
NovaQuest and Bain Funding Agreements [Member] | Third Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 12.50% | |
NovaQuest and Bain Funding Agreements [Member] | FDA Approval [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payable on funding agreement | $ 187.5 | |
Percentage of funding commitment | 1.50% | |
NovaQuest and Bain Funding Agreements [Member] | With in 30 Days of FDA Approval [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 50.00% | |
NovaQuest and Bain Funding Agreements [Member] | Fourth Anniversaries [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of funding commitment | 12.50% |