Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 04, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HRTX | ||
Entity Registrant Name | HERON THERAPEUTICS, INC. /DE/ | ||
Entity Central Index Key | 0000818033 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 102,140,651 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity File Number | 001-33221 | ||
Entity Tax Identification Number | 94-2875566 | ||
Entity Address, Address Line One | 4242 CAMPUS POINT COURT | ||
Entity Address, Address Line Two | SUITE 200 | ||
Entity Address, City or Town | SAN DIEGO | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 251-4400 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Entity Public Float | $ 1.6 | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | San Francisco, California | ||
Auditor Firm ID | 100 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement related to its 2022 Annual Meeting of Stockholders’ to be held on or about June 16, 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Definitive Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Except as expressly incorporated by reference, the registrant’s Definitive Proxy Statement shall not be deemed to be part of this report. | ||
OUM & CO. LLP | |||
Document And Entity Information [Line Items] | |||
Auditor Name | OUM & CO. LLP | ||
Auditor Location | San Francisco, California | ||
Auditor Firm ID | 252 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 90,541 | $ 105,138 |
Short-term investments | 67,039 | 103,353 |
Accounts receivable, net | 35,499 | 41,850 |
Inventory | 48,382 | 41,905 |
Prepaid expenses and other current assets | 12,962 | 21,950 |
Total current assets | 254,423 | 314,196 |
Property and equipment, net | 23,734 | 22,737 |
Right-of-use lease assets | 9,829 | 16,277 |
Other assets | 17,720 | 346 |
Total assets | 305,706 | 353,556 |
Current liabilities: | ||
Accounts payable | 3,803 | 525 |
Accrued clinical and manufacturing liabilities | 23,716 | 49,962 |
Accrued payroll and employee liabilities | 15,263 | 13,597 |
Other accrued liabilities | 25,859 | 28,369 |
Current lease liabilities | 2,417 | 2,997 |
Convertible notes payable to related parties, net of discount | 7,053 | |
Total current liabilities | 71,058 | 102,503 |
Non-current lease liabilities | 7,996 | 14,561 |
Non-current convertible notes payable, net | 149,082 | |
Total liabilities | 228,136 | 117,064 |
Commitments and contingencies (see Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 2,500 shares authorized; no shares issued or outstanding at December 31, 2021 and 2020 | ||
Common stock, $0.01 par value: 150,000 shares authorized; 102,005 and 91,310 shares issued and outstanding at December 31, 2021 and 2020, respectively | 1,020 | 913 |
Additional paid-in capital | 1,689,987 | 1,628,070 |
Accumulated other comprehensive income (loss) | (6) | 257 |
Accumulated deficit | (1,613,431) | (1,392,748) |
Total stockholders’ equity | 77,570 | 236,492 |
Total liabilities and stockholders’ equity | $ 305,706 | $ 353,556 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,500 | 2,500 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000 | 150,000 |
Common stock, shares issued (in shares) | 102,005 | 91,310 |
Common stock, shares outstanding (in shares) | 102,005 | 91,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Net product sales | $ 86,346 | $ 88,638 | $ 145,968 |
Operating expenses: | |||
Cost of product sales | 46,021 | 36,189 | 61,619 |
Research and development | 130,821 | 174,533 | 167,382 |
General and administrative | 40,153 | 42,226 | 37,897 |
Sales and marketing | 87,179 | 63,853 | 89,764 |
Total operating expenses | 304,174 | 316,801 | 356,662 |
Loss from operations | (217,828) | (228,163) | (210,694) |
Other income (expense), net: | |||
Interest income | 433 | 3,633 | 7,259 |
Interest expense | (2,410) | (1,901) | (1,472) |
Other income (expense) | (878) | (847) | 158 |
Total other income (expense), net | (2,855) | 885 | 5,945 |
Net loss | (220,683) | (227,278) | (204,749) |
Other comprehensive income (loss): | |||
Unrealized gains (losses) on short-term investments | (263) | 172 | 172 |
Comprehensive loss | $ (220,946) | $ (227,106) | $ (204,577) |
Basic and diluted net loss per share | $ (2.24) | $ (2.50) | $ (2.50) |
Shares used in computing basic and diluted net loss per share | 98,471 | 90,774 | 81,779 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2018 | $ 370,160 | $ 782 | $ 1,330,186 | $ (87) | $ (960,721) |
Balance (in shares) at Dec. 31, 2018 | 78,174 | ||||
Issuance of common stock in public offerings, net | 162,151 | $ 99 | 162,052 | ||
Issuance of common stock in public offerings, net (in shares) | 9,857 | ||||
Conversion benefit included in Convertible Notes issued | 416 | 416 | |||
Issuance of common stock under Employee Stock Purchase Plan | 2,109 | $ 1 | 2,108 | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 126 | ||||
Issuance of common stock under equity incentive plan | 22,164 | $ 20 | 22,144 | ||
Issuance of common stock under equity incentive plan (in shares) | 1,983 | ||||
Issuance of common stock on exercise of warrants | 1 | $ 1 | |||
Issuance of common stock on exercise of warrants (in shares) | 132 | ||||
Issuance of common stock on conversion of notes (in shares) | 32 | ||||
Stock-based compensation expense | 51,411 | 51,411 | |||
Net loss | (204,749) | (204,749) | |||
Net unrealized gain (loss) on short-term investments | 172 | 172 | |||
Comprehensive loss | (204,577) | ||||
Balance at Dec. 31, 2019 | 403,835 | $ 903 | 1,568,317 | 85 | (1,165,470) |
Balance (in shares) at Dec. 31, 2019 | 90,304 | ||||
Conversion benefit included in Convertible Notes issued | 440 | 440 | |||
Issuance of common stock under Employee Stock Purchase Plan | 2,317 | $ 2 | 2,315 | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 194 | ||||
Issuance of common stock under equity incentive plan | 6,759 | $ 5 | 6,754 | ||
Issuance of common stock under equity incentive plan (in shares) | 545 | ||||
Issuance of common stock on exercise of warrants | 3 | $ 3 | |||
Issuance of common stock on exercise of warrants (in shares) | 267 | ||||
Issuance of common stock on conversion of Convertible Notes | 26 | 26 | |||
Stock-based compensation expense | 50,218 | 50,218 | |||
Net loss | (227,278) | (227,278) | |||
Net unrealized gain (loss) on short-term investments | 172 | 172 | |||
Comprehensive loss | (227,106) | ||||
Balance at Dec. 31, 2020 | 236,492 | $ 913 | 1,628,070 | 257 | (1,392,748) |
Balance (in shares) at Dec. 31, 2020 | 91,310 | ||||
Conversion benefit included in Convertible Notes issued | 230 | 230 | |||
Issuance of common stock under Employee Stock Purchase Plan | 2,139 | $ 2 | 2,137 | ||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 175 | ||||
Issuance of common stock under equity incentive plan | 4,926 | $ 5 | 4,921 | ||
Issuance of common stock under equity incentive plan (in shares) | 476 | ||||
Issuance of common stock on exercise of warrants | $ 2 | (2) | |||
Issuance of common stock on exercise of warrants (in shares) | 195 | ||||
Issuance of common stock on conversion of Convertible Notes | 7,878 | $ 98 | 7,780 | ||
Issuance of common stock on conversion of notes (in shares) | 9,849 | ||||
Stock-based compensation expense | 46,851 | 46,851 | |||
Net loss | (220,683) | (220,683) | |||
Net unrealized gain (loss) on short-term investments | (263) | (263) | |||
Comprehensive loss | (220,946) | ||||
Balance at Dec. 31, 2021 | $ 77,570 | $ 1,020 | $ 1,689,987 | $ (6) | $ (1,613,431) |
Balance (in shares) at Dec. 31, 2021 | 102,005 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (220,683,000) | $ (227,278,000) | $ (204,749,000) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||
Stock-based compensation expense | 46,851,000 | 50,218,000 | 51,411,000 |
Depreciation and amortization | 3,021,000 | 2,847,000 | 2,044,000 |
Amortization of debt discount | 785,000 | 1,429,000 | 1,050,000 |
Amortization of debt issuance costs | 119,000 | ||
Amortization of premium (accretion of discount) on short-term investments | 332,000 | 125,000 | (3,730,000) |
Realized gain on available-for-sale investments | 0 | 0 | (8,000) |
Impairment of property and equipment | 478,000 | 847,000 | 107,000 |
Loss on disposal of property and equipment | 822,000 | 62,000 | |
Change in operating assets and liabilities: | |||
Accounts receivable | 6,351,000 | (1,971,000) | 24,773,000 |
Inventory | (6,477,000) | (16,937,000) | 14,064,000 |
Prepaid expenses and other assets | (8,386,000) | 1,295,000 | (12,052,000) |
Accounts payable | 3,278,000 | (2,233,000) | (14,105,000) |
Accrued clinical and manufacturing liabilities | (26,246,000) | 15,348,000 | 10,144,000 |
Accrued payroll and employee liabilities | 1,666,000 | (1,651,000) | 1,851,000 |
Other accrued liabilities | (5,265,000) | (6,859,000) | 4,558,000 |
Net cash used for operating activities | (203,354,000) | (184,820,000) | (124,580,000) |
Investing activities: | |||
Purchases of short-term investments | (129,221,000) | (134,007,000) | (477,035,000) |
Maturities and sales of short-term investments | 164,940,000 | 349,775,000 | 462,406,000 |
Purchases of property and equipment | (3,022,000) | (6,813,000) | (7,154,000) |
Proceeds from the sale of property and equipment | 32,000 | ||
Net cash provided by (used for) investing activities | 32,729,000 | 208,955,000 | (21,783,000) |
Financing activities: | |||
Net proceeds from sale of common stock | 162,151,000 | ||
Net proceeds from convertible notes financing | 148,963,000 | ||
Proceeds from purchases under the Employee Stock Purchase Plan | 2,139,000 | 2,317,000 | 2,109,000 |
Proceeds from stock issued under the equity incentive plan | 4,926,000 | 6,759,000 | 22,164,000 |
Proceeds from conversion of convertible notes payable | 26,000 | ||
Proceeds from warrant exercises | 3,000 | 1,000 | |
Net cash provided by financing activities | 156,028,000 | 9,105,000 | 186,425,000 |
Net increase (decrease) in cash and cash equivalents | (14,597,000) | 33,240,000 | 40,062,000 |
Cash and cash equivalents at beginning of year | 105,138,000 | 71,898,000 | 31,836,000 |
Cash and cash equivalents at end of year | 90,541,000 | $ 105,138,000 | $ 71,898,000 |
Supplemental disclosure of cash flow information: | |||
Interest paid | $ 1,244,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business We are a commercial-stage biotechnology company focused on improving the lives of patients by developing best-in-class treatments to address some of the most important unmet patient needs. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard of care for acute care and oncology patients. CINVANTI ® ® ® We have incurred significant operating losses and negative cash flows from operations, and we had an accumulated deficit of $1.6 billion as of December 31, 2021. As of December 31, 2021, we had cash, cash equivalents and short-term investments of $157.6 million. Based on our current operating plan and projections, management believes that the Company’s existing cash, cash equivalents and short-term investments will be sufficient to meet the Company’s anticipated cash requirements for at least one year from the date this Annual Report on Form 10-K is filed with the U.S. Securities and Exchange Commission (“SEC”). Our capital requirements and liquidity going forward will depend on numerous factors, including but not limited to: the costs associated with the U.S. commercial launch of ZYNRELEF and our Product Candidates, if approved, and making ZYNRELEF and our Product Candidates commercially available outside of the U.S.; the degree of commercial success of our Products and our Product Candidates, if approved; the scope, rate of progress, results and costs of preclinical testing and clinical trials; the timing and cost to manufacture our Products and our Product Candidates; the number and characteristics of product development programs we pursue and the pace of each program, including the timing of clinical trials; the time, cost and outcome involved in seeking other regulatory approvals; scientific progress in our research and development programs; the magnitude and scope of our research and development programs; our ability to establish and maintain strategic collaborations or partnerships for research, development, clinical testing, manufacturing and marketing of our Product Candidates; the impact of competitive products; the cost and timing of establishing sales, marketing and distribution capabilities if we commercialize products independently; the cost of establishing clinical and commercial supplies of our Product Candidates and any other products that we may develop; the extent of the impact of the ongoing COVID-19 pandemic on our business; and general market conditions. Management’s view of our liquidity relies on estimates and assumptions about the market opportunity for the expanded U.S. label of ZYNRELEF, which estimates and assumptions are subject to significant uncertainty, particularly due to the short amount of time that has passed since the label was expanded in December 2021. We may not be able to raise sufficient additional capital when needed on favorable terms, or at all. If we are unable to obtain adequate funds, we may be required to curtail significantly or cease our operations. If we issue additional equity securities or securities convertible into equity securities to raise funds, our stockholders will suffer dilution of their investment, and such issuance may adversely affect the market price of our common stock. Any new debt financing we enter into may involve covenants that restrict our operations. These restrictive covenants may include, among other things, limitations on borrowing and specific restrictions on the use of our assets, as well as prohibitions on our ability to create liens, pay dividends, redeem capital stock or make investments. In the event that additional funds are obtained through arrangements with collaborative partners, these arrangements may require us to relinquish rights to some of our technologies, Product Candidates or Products on terms that are not favorable to us or require us to enter into a collaboration arrangement that we would otherwise seek to develop and commercialize ourselves. If adequate funds are not available, we may default on our indebtedness, be required to delay, reduce the scope of, or eliminate one or more of our product development programs and reduce personnel-related and other costs, which would have a material adverse effect on our business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Heron Therapeutics, Inc. and its wholly-owned subsidiary, Heron Therapeutics B.V., which was organized in the Netherlands in March 2015. Heron Therapeutics B.V. has no operations and no material assets or liabilities, and there have been no significant transactions related to Heron Therapeutics B.V. since its inception. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Our significant accounting policies that involve significant judgment and estimates include revenue recognition, investments, inventory and the related reserves, accrued clinical liabilities, income taxes and stock-based compensation. Actual results could differ materially from those estimates. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents consist of cash and highly liquid investments with contractual maturities of three months or less from the original purchase date. Short-term investments consist of securities with contractual maturities of greater than three months from the original purchase date. Securities with contractual maturities greater than one year are classified as short-term investments on the consolidated balance sheets, as we have the ability, if necessary, to liquidate these securities to meet our liquidity needs in the next 12 months. We have classified our short-term investments as available-for-sale securities in the accompanying consolidated financial statements. Available-for-sale securities are stated at fair market value, with net changes in unrealized gains and losses reported in other comprehensive loss and realized gains and losses included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, receivables, inventory, prepaid expenses, other current assets, accounts payable and accrued expenses, are carried at cost, which is considered to be representative of their respective fair values because of the short-term maturity of these instruments. Short-term available-for-sale investments are carried at fair value (see Note 3) . Our convertible notes outstanding at December 31, 2021 do not have a readily available ascertainable market value, however, the carrying value is considered to approximate its fair value. Concentration of Credit Risk Cash, cash equivalents and short-term investments are financial instruments that potentially subject us to concentrations of credit risk. We deposit our cash in financial institutions. At times, such deposits may be in excess of insured limits. We may also invest our excess cash in money market funds, U.S. government and agencies, corporate debt securities and commercial paper. We have established guidelines relative to our diversification of our cash investments and their maturities in an effort to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. CINVANTI, SUSTOL and ZYNRELEF (collectively, our “Products”) are distributed in the U.S. through a limited number of specialty distributors and full line wholesalers (collectively, “Customers”) that resell to healthcare providers and hospitals, the end users of our Products. The following table includes the percentage of net product sales and accounts receivable balances for our three major Customers, each of which comprised 10% or more of our net product sales: Net Product Sales Accounts Receivable Year Ended December 31, 2021 As of December 31, 2021 Customer A 44.7 % 50.2 % Customer B 34.9 % 33.8 % Customer C 19.2 % 15.3 % Total 98.8 % 99.3 % Accounts Receivable, Net Accounts receivable are recorded at the invoice amount, net of an allowance for credit losses. The allowance for credit losses reflects accounts receivable balances that are believed to be uncollectible. In estimating the allowance for credit losses, we consider: (1) our historical experience with collections and write-offs; (2) the credit quality of our Customers and any recent or anticipated changes thereto; (3) the outstanding balances and past due amounts from our Customers; and (4) reasonable and supportable forecast of economic conditions expected to exist throughout the contractual term of the receivable. We offered extended payment terms to our Customers in connection with our product launches of CINVANTI and ZYNRELEF in January 2018 and July 2021, respectively. In addition, we offered extended payment terms to our Customers in January 2021 when we reinstated the promotion and contracting of SUSTOL. These extended payment terms were offered in anticipation of the timing of reimbursement by government and commercial payers. Effective January 2019, we shortened payment terms to our CINVANTI Customers. As of December 31, 2021, extended payment terms given to our Customers were evaluated in accordance with GAAP and did not impact the collectability of accounts receivables. As of December 31, 2021 and 2020, we determined that an allowance for doubtful accounts was not required. For the years ended December 31, 2021 and 2020, we did not write-off any accounts receivable balances. Inventory Inventory is stated at the lower of cost or estimated net realizable value on a first-in, first-out, or FIFO, basis. We periodically analyze our inventory levels and write down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory quantities that are in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded as cost of product sales. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (generally 5 years). Leasehold improvements are stated at cost and amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Impairment of Long-Lived Assets If indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and record the impairment as a reduction in the carrying value of the related asset with a corresponding charge to operating expenses. Estimating the undiscounted future operating cash flows associated with long-lived assets requires judgment and assumptions that could differ materially from actual results. Leases We determine if an arrangement is a lease or contains lease components at inception. Operating leases with an initial term greater than 12 months are recorded as lease liabilities with corresponding right-of-use (“ROU”) lease assets on the consolidated balance sheets. ROU lease assets represent our right to use the underlying assets over the lease term, and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU lease assets equal the lease liabilities, less unamortized lease incentives, unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease. The lease term includes any option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for separately . Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Product Sales Our Products are distributed in the U.S. through a limited number of Customers that resell to healthcare providers and hospitals, the end users of our Products. Revenue is recognized in an amount that reflects the consideration we expect to receive in exchange for our Products. To determine revenue recognition for contracts with customers within the scope of Topic 606, we perform the following 5 steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations of the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) we satisfy the performance obligations. Product Sales Allowances We recognize product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on amounts owed or to be claimed on the related sales. These estimates take into consideration the terms of our agreements with Customers, historical product returns, rebates or discounts taken, the shelf life of the product and specific known market events, such as competitive pricing and new product introductions. If actual future results vary from our estimates, we may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. Our product sales allowances include: • Product Returns—We allow our Customers to return product for credit for up to 12 months after its product expiration date. As such, there may be a significant period of time between the time the product is shipped and the time the credit is issued on returned product. • Distributor Fees—We offer contractually determined discounts to our Customers. These discounts are paid no later than two months after the quarter in which product was shipped. • Group Purchasing Organization (“GPO”) Discounts and Rebates—We offer cash discounts to GPO members. These discounts are taken when the GPO members purchase product from our Customers, who then charge back to us the discount amount. Additionally, we offer volume and contract-tier rebates to GPO members. Rebates are based on actual purchase levels during the quarterly rebate purchase period. • GPO Administrative Fees—We pay administrative fees to GPOs for services and access to data. These fees are based on contracted terms and are paid after the quarter in which the product was purchased by the GPOs’ members. • Medicaid Rebates—We participate in Medicaid rebate programs, which provide assistance to certain low-income patients based on each individual state’s guidelines regarding eligibility and services. Under the Medicaid rebate programs, we pay a rebate to each participating state, generally within three months after the quarter in which the product was sold. We believe our estimated allowance for product returns requires a high degree of judgment and is subject to change based on our experience and certain quantitative and qualitative factors. We believe our estimated allowances for distributor fees, GPO discounts, rebates and administrative fees and Medicaid rebates do not require a high degree of judgment because the amounts are settled within a relatively short period of time. Our product sales allowances and related accruals are evaluated each reporting period and adjusted when trends or significant events indicate that a change in estimate is appropriate. Changes in product sales allowance estimates could materially affect our results of operations and financial position. Accrued Clinical Liabilities We accrue clinical costs based on work performed, which relies on estimates of the progress of the trials and the related expenses incurred. Clinical trial related contracts vary significantly in duration, and may be for a fixed amount, based on the achievement of certain contingent events or deliverables, a variable amount based on actual costs incurred, capped at a certain limit or contain a combination of these elements. Revisions are recorded to research and development expense in the period in which the facts that give rise to the revision become known. Historically, revisions have not resulted in material changes to research and development expense; however, a modification in the protocol of a clinical trial or cancellation of a clinical trial could result in a material charge to our results of operations. Research and Development Expense All costs of research and development are expensed in the period incurred. Research and development expense primarily consists of personnel and related costs, stock-based compensation expense, fees paid to outside service providers and consultants, facilities costs and materials used in clinical and preclinical trials and research and development. Patent Costs We incur outside legal fees in connection with filing and maintaining our various patent applications. All patent costs are expensed as incurred and are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Stock-Based Compensation Expense We estimate the fair value of stock-based payment awards using the Black-Scholes option pricing model. This fair value is then amortized using the straight-line single-option method of attributing the value of stock-based compensation to expense over the requisite service periods of the awards. The Black-Scholes option pricing model requires the input of complex and subjective assumptions, including each option’s expected life and price volatility of the underlying stock. As stock-based compensation expense is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical data. Warrants We have issued warrants to purchase shares of our common stock in conjunction with certain equity financings or in exchange for services. The terms of the warrants were evaluated to determine the appropriate classification as equity or a liability. Income Taxes We recognize the impact of a tax position in our consolidated financial statements if the position is more likely than not to be sustained on examination and on the technical merits of the position. The total amount of unrecognized tax benefits, if recognized, would affect other tax accounts, primarily deferred taxes in future periods, and would not affect our effective tax rate, since we maintain a full valuation allowance against our deferred tax assets (see Note 10). We recognize interest and penalties related to income tax matters in income tax expense. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net changes in unrealized gains and losses on available-for-sale securities are included in other comprehensive income (loss) and represent the difference between our net loss and comprehensive net loss for all periods presented. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, warrants and shares of common stock underlying Convertible Notes are considered to be common stock equivalents and are included in the calculation of diluted net loss per share only when their effect is dilutive. Because we have incurred a net loss for all periods presented in the consolidated statements of operations and comprehensive loss, the following common stock equivalents were not included in the computation of net loss per share because their effect would be anti-dilutive (in thousands): December 31, 2021 2020 2019 Stock options outstanding 18,944 18,912 16,665 Restricted stock units outstanding 2,803 603 — Warrants outstanding — 220 508 Shares of common stock underlying convertible notes outstanding 9,819 9,510 8,960 Recent Accounting Pronouncements Adopted in 2021 In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740) Adopted in 2022 In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB ASC Topic 820, Fair Value Measurements & Disclosures , establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We measure cash, cash equivalents and short-term investments at fair value on a recurring basis. The fair values of these such assets were as follows (in thousands): Fair Value Measurements at Reporting Date Using Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and money market funds $ 86,043 $ 86,043 $ — $ — U.S. corporate debt securities 15,006 — 15,006 — Foreign corporate debt securities 10,548 — 10,548 — U.S. commercial paper 10,496 — 10,496 — Foreign commercial paper 35,487 — 35,487 — Total $ 157,580 $ 86,043 $ 71,537 $ — Fair Value Measurements at Reporting Date Using Balance at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and money market funds $ 49,149 $ 49,149 $ — $ — U.S. treasury bills and government agency obligations 20,276 20,276 — — U.S. corporate debt securities 11,547 — 11,547 — Foreign corporate debt securities 15,557 — 15,557 — U.S. commercial paper 27,996 — 27,996 — Foreign commercial paper 83,966 — 83,966 — Total $ 208,491 $ 69,425 $ 139,066 $ — We have not transferred any investment securities between the three levels of the fair value hierarchy. As of December 31, 2021, cash equivalents included $4.5 million of available-for-sale securities with contractual maturities of three months or less and short-term investments included $67.0 million of available-for-sale securities with contractual maturities of three months to one year. As of December 31, 2020, cash equivalents included $55.9 million of available-for-sale securities with contractual maturities of three months or less and short-term investments included $103.4 million of available-for-sale securities with contractual maturities of three months to one year. The money market funds as of December 31, 2021 and 2020 are included in cash and cash equivalents on the consolidated balance sheets. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 4. Balance Sheet Details Short-Term Investments The following is a summary of our short-term investments (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. corporate debt $ 15,009 $ — $ (3 ) $ 15,006 Foreign corporate debt 10,551 — (3 ) 10,548 U.S. commercial paper 5,998 — — 5,998 Foreign commercial paper 35,487 — — 35,487 Total $ 67,045 $ — $ (6 ) $ 67,039 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. treasury bills and government agency obligations $ 20,110 $ 166 $ — $ 20,276 U.S. corporate debt securities 11,505 42 — 11,547 Foreign corporate debt securities 15,508 49 — 15,557 U.S. commercial paper 13,997 — — 13,997 Foreign commercial paper 41,976 — — 41,976 Total $ 103,096 $ 257 $ — $ 103,353 The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. We regularly monitor and evaluate the realizable value of our marketable securities. We did not recognize any impairment losses for the years ended December 31, 2021 and 2020. Unrealized gains and losses associated with our investments are reported in accumulated other comprehensive loss. For the year ended December 31, 2021, we recorded $0.3 million in net unrealized losses associated with our short-term investments. For both years ended December 31, 2020 and 2019, we recorded $0.2 million in net unrealized gains associated with our short-term investments. Realized gains and losses associated with our investments, if any, are reported in the statements of operations and comprehensive loss. We did not recognize any realized gains or losses during the years ended December 31, 2021 and 2020. We recognized $8,000 in realized gains during the year ended December 31, 2019. Inventory Inventory consists of the following (in thousands): December 31, 2021 2020 Raw materials $ 21,193 $ 18,994 Work in process 20,935 6,847 Finished goods 6,254 16,064 Total inventory $ 48,382 $ 41,905 As of December 31, 2021, total inventory included $23.6 million related to ZYNRELEF, $23.1 million related to CINVANTI, and $1.7 million related to SUSTOL. As of December 31, 2020, total inventory included $37.8 million related to CINVANTI and $4.1 million related to SUSTOL. In addition, cost of product sales for the years ended December 31, 2021 and 2020 included charges of $3.8 million and $0.1 million, respectively, resulting from the write-off of short-dated SUSTOL inventory. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 28,048 $ 19,461 Prepaid insurance 2,135 2,155 Deposits 254 346 Interest receivable 245 334 Total prepaid expenses and other assets $ 30,682 $ 22,296 Property and Equipment Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Scientific equipment $ 33,403 $ 29,135 Leasehold improvements 610 878 Computer equipment and software 1,497 1,461 Furniture, fixtures and office equipment 1,467 2,135 Property and equipment, gross 36,977 33,609 Less: accumulated depreciation and amortization (13,243 ) (10,872 ) Property and equipment, net $ 23,734 $ 22,737 Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 was $3.0 million, $2.8 million and $2.0 million, respectively. As of December 31, 2021 and 2020, $15.9 million and $14.1 million of property and equipment, respectively, was in process and not depreciated during the respective years. Accrued Payroll and Employee Liabilities and Other Accrued Liabilities Accrued payroll and employee liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued employee salaries and benefits $ 1,784 $ 1,691 Accrued bonuses 9,439 8,479 Accrued vacation 4,040 3,427 Total accrued payroll and employee liabilities $ 15,263 $ 13,597 Other accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued product sales allowances $ 22,560 $ 24,571 Accrued consulting and professional fees 2,666 3,450 Accrued accounts payable 70 104 Other accrued liabilities 563 244 Total other accrued liabilities $ 25,859 $ 28,369 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 5 . Revenue Recognition The following table provides disaggregated net product sales (in thousands): For the Years Ended December 31, 2021 2020 2019 CINVANTI net product sales $ 73,507 $ 87,815 $ 132,162 SUSTOL net product sales 9,915 823 13,806 ZYNRELEF net product sales 2,924 — — Total net product sales $ 86,346 $ 88,638 $ 145,968 The following table provides a summary of activity with respect to our product returns, distributor fees and discounts, rebates and administrative fees, which are included in other accrued liabilities on the consolidated balance sheets (in thousands): Discounts, Rebates and Product Distributor Administrative Returns Fees Fees Total Balance at December 31, 2020 $ 2,704 $ 3,930 $ 17,937 $ 24,571 Provision 364 18,046 141,262 159,672 Payments/credits (489 ) (18,510 ) (142,684 ) (161,683 ) Balance at December 31, 2021 $ 2,579 $ 3,466 $ 16,515 $ 22,560 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6 . Commitments and Contingencies Leases During 2021, we had an operating lease for 73,328 square feet of laboratory and office space in San Diego, California. In October 2021, we entered into a lease amendment to reduce the amount of laboratory and office space in San Diego, California by 21,180 square feet. The corresponding reduction of leased space was effective November 1, 2021. In addition, in October 2021, we entered into a sublease agreement to sublet 23,873 square feet of laboratory and office space in San Diego, California, which is anticipated to be delivered to the subtenant on or before May 1, 2022. The sublease agreement expires on December 31, 2025 and is coterminous with the operating lease for the subleased space. As of December 31, 2021, we had an operating lease for 52,148 square feet of laboratory and office space in San Diego, California, with a lease term that expires on December 31, 2025 . As a result of the sublease agreement, our one 5-year option to renew the lease on expiration applies only with respect to our remaining 28,275 square feet of laboratory and office space. During the year ended December 31, 2021, we paid $3.8 million for our operating lease. We leased 26,067 square feet of laboratory, office and warehouse space in Redwood City, California. The lease for the Redwood City space expired in May 2019. In March 2018, we entered into a sublease agreement for the Redwood City property. The sublease agreement expired in May 2019. We also leased 1,898 square feet of office space in Jersey City, New Jersey. The lease for the Jersey City office space expired in December 2019. Annual future minimum lease payments as of December 31, 2021 are as follows (in thousands): Year ended December 31: 2022 $ 2,885 2023 2,970 2024 3,030 2025 3,097 2026 — Thereafter — Total future minimum lease payments 11,982 Less: discount (1,569 ) Total lease liabilities $ 10,413 Rent expense under all operating leases totaled $3.7 million, $3.9 million and $3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Development Agreements We enter into agreements with clinical sites and clinical research organizations for the conduct of our clinical trials and contract manufacturing organizations for the manufacture and supply of preclinical, clinical and commercial materials and drug product. We make payments to these clinical sites and clinical research organizations based in part on the number of eligible patients enrolled and the length of their participation in the clinical trials. In some of our agreements with contract manufacturing organizations, we are required to meet minimum purchase obligations. Under certain of these agreements, we may be subject to penalties in the event that we prematurely terminate these agreements. At this time, due to the variability associated with clinical site agreements, contract research organization agreements and contract manufacturing agreements, we are unable to estimate with certainty the future costs we will incur. We intend to use our current financial resources to fund our obligations under these commitments. Purchase Obligations At December 31, 2021, purchase obligations primarily consisted of non-cancellable commitments with third-party manufacturers in connection with the manufacturing of our commercial products. Total purchase obligations of $98.7 million were not included in our consolidated financial statements for the year ended December 31, 2021 and are due within one to two years. |
Reorganization
Reorganization | 12 Months Ended |
Dec. 31, 2021 | |
Reorganizations [Abstract] | |
Reorganization | 7 . Reorganization October 2021 In October 2021, we implemented a restructuring plan under which we provided or will provide employees one-time severance payments upon termination, continued benefits for a specific period of time, outplacement services and certain stock option modifications. The total expense for these activities is $1.6 million, $1.5 million of which is primarily for severance and $0.1 million of which is for non-cash, stock-based compensation expense related to stock option modifications, which was recognized in the fourth quarter of 2021. As of December 31, 2021, we had paid $1.3 million of the total cash severance charges. We have accounted for these expenses in accordance with the FASB ASC Topic 420, Exit or Disposal Cost Obligations October 2020 In October 2020, we implemented changes to our organizational structure. In connection with the reorganization, we provided employees one-time severance payments upon termination, continued benefits for a specified period of time, outplacement services and certain stock option modifications. The total expense for these activities was $5.6 million, $2.5 million of which is primarily for severance and $3.1 million of which is for non-cash, stock-based compensation expense. For the year ended December 31, 2020, total expenses were $5.6 million, with $1.2 million in research and development expense, $3.7 million in general and administrative expense and $0.7 million in sales and marketing expense. As of December 31, 2021, we had paid $2.5 million of the total cash severance charges. We have accounted for these expenses in accordance with the FASB ASC Topic 420, Exit or Disposal Cost Obligations |
Secured Notes to Related Party
Secured Notes to Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Secured Notes to Related Party | 8 . Secured Notes to Related Party Senior Unsecured Convertible Notes In May 2021, we entered into a note purchase agreement with funds affiliated with Baker Bros. Advisors LP for a private placement of $150.0 million in Senior Unsecured Convertible Notes (“Notes”). We received a total of $149.0 million, net of issuance costs, from the issuance of these Notes. The Notes were issued at par. The Notes bear interest at a rate of 1.5% per annum, payable in cash semi-annually in arrears on June 15 th th The Notes will be subject to redemption at our option, between May 24, 2024 and May 24, 2025, but only if the last reported sale price per share of our common stock exceeds 250% of the conversion price for a specified period of time, or on or after May 24, 2025 if the last reported sale price per share of our common stock exceeds 200% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest Upon conversion, we will settle the Notes in shares of our common stock. The initial conversion rate for the Notes is 65.4620 shares per $1,000 principal amount of the Notes (equivalent to an initial conversion price of $15.276 per share of common stock). If a holder of the Notes converts upon a make-whole fundamental change or company redemption, the holder may be eligible to receive a make-whole premium through an increase to the conversion rate. In May 2021, we filed a registration statement with the SEC to register for resale 12.4 million shares of our common stock underlying the Notes, including the maximum number of shares of common stock issuable under the make-whole premium. The Notes were accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options Contracts in Entity’s Own Equity We incurred issuance costs related to the Notes of $1.0 million, which we recorded as debt issuance costs and are included as a reduction to the Notes on the consolidated balance sheets. The debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Notes, resulting in an effective interest rate of 1.6%. For the year ended December 31, 2021, interest expense related to the Notes was $1.4 million, which included $1.3 million related to the stated interest rate and $0.1 million related to the amortization of debt issuance costs. As of December 31, 2021, the carrying value of the Notes was $149.1 million, which is comprised of the $150.0 million principal amount of the Notes outstanding, less debt issuance costs of $0.9 million. Convertible Notes In April 2011, we entered into a securities purchase agreement for a private placement of up to $4.5 million in Senior Secured Convertible Notes (“Convertible Notes”) with certain investors, including Tang Capital Partners, LP (“TCP”). TCP is controlled by Tang Capital Management, LLC (“TCM”). The manager of TCM is Kevin Tang, who served as a director at the time. At the time of issuance, the terms of the Convertible Notes were determined by our independent directors to be no less favorable than terms that would be obtained in an arm’s length financing transaction. We received a total of $4.3 million, net of issuance costs, from the issuance of these Convertible Notes. The Convertible Notes were secured by substantially all of our assets, including placing our bank and investment accounts under a control agreement. The Convertible Notes bore interest at 6% per annum, payable quarterly in cash or in additional principal amount of Convertible Notes, at the election of the purchasers. The Convertible Notes matured on May 2, 2021. In 2011, we filed a registration statement with the SEC to register for resale 3.5 million shares underlying the Convertible Notes. The registration statement was declared effective on July 29, 2011. The Convertible Note holders have agreed to waive their right to require us to maintain the effectiveness of the registration statement. The Convertible Notes contain an embedded conversion feature that was in-the-money on the issuance dates. Based on an effective fixed conversion rate of 1,250 shares for every $1,000 of principal and accrued interest due under the Convertible Notes, the total conversion benefit at issuance exceeded the loan proceeds. Therefore, a debt discount was recorded in an amount equal to the face value of the Convertible Notes on the issuance dates, and we began amortizing the resultant debt discount over the respective 10-year term of the Convertible Notes. During the year ended December 31, 2021, accrued interest of $0.2 million was paid-in-kind and rolled into the Convertible Note principal balance, which resulted in an additional debt discount of $0.2 million. For the years ended December 31, 2021, 2020 and 2019, interest expense relating to the stated rate was $0.2 million, $0.4 million and $0.4 million, respectively, and interest expense relating to the amortization of the debt discount was $0.8 million, $1.4 million and $1.1 million, respectively. In May 2021, holders of the Convertible Notes exercised their right to convert the outstanding principal and accrued interest into shares, which resulted in the issuance of 9.8 million shares of common stock. Upon issuance of these shares, there were no remaining obligations under the Convertible Notes. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 9 . Stockholders’ Equity 2019 Common Stock Offering In October 2019, we sold 9.9 million shares of our common stock at a public offering price of $17.50 per share. We received total net cash proceeds of $162.2 million (net of $10.3 million in issuance costs) from the sale of the common stock. Public Offering Warrants In June 2014, as a component of our public offering, we sold 600,000 pre-funded warrants to purchase shares of our common stock. The pre-funded warrants have an exercise price of $0.01 per share and expire on June 30, 2021. During the year ended December 31, 2019, warrant holders exercised 132,130 warrants, which resulted in the issuance of 132,130 shares for net cash proceeds of $1,321. During the year ended December 31, 2020, warrant holders exercised 267,870 warrants, which resulted in the issuance of 267,870 shares for net cash proceeds of $2,679. In April 2021, warrant holders exercised 195,574 warrants using the cashless exercise provision, which resulted in the issuance of 195,461 shares and no cash proceeds. As of December 31, 2021, no warrants from the June 2014 public offering remain outstanding. Common Stock Reserved for Future Issuance Shares of our common stock reserved for future issuance as of December 31, 2021 were as follows: Number of Shares Stock options outstanding 18,944 Restricted stock units outstanding 2,803 Stock options available for grant 869 Employee Stock Purchase Plan 201 Shares of common stock underlying convertible notes outstanding (see Note 8) 9,819 Total shares reserved for future issuance 32,636 |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity Incentive Plans | 10. Equity Incentive Plans Employee Stock Purchase Plan In 1997, our stockholders approved our Employee Stock Purchase Plan (“ESPP”) at which time a maximum of 10,000 shares of common stock were available for issuance. In December 2007, May 2009, June 2011, May 2014, May 2015, June 2016, June 2017, June 2019 and June 2021, our stockholders authorized increases in the number of shares reserved for issuance under the ESPP by 5,000, 10,000, 25,000, 25,000, 100,000, 100,000, 200,000, 300,000 and 200,000 shares, respectively, for a total of 975,000 shares reserved at December 31, 2021. Under the terms of the ESPP, employees can elect to have up to a maximum of 10% of their base earnings withheld to purchase shares of our common stock. The purchase price of the stock is 85% of the lower of the closing prices for our common stock on either: (i) the first trading day in the enrollment period, as defined in the ESPP, in which the purchase is made, or (ii) the purchase date. The length of the enrollment period is 6 months. Enrollment dates are the first business day of May and November. Under the ESPP, we issued 175,228, 193,841, and 125,727 shares in 2021, 2020 and 2019, respectively. The weighted-average exercise price per share of the purchase rights exercised during 2021, 2020 and 2019 was $12.21, $11.95 and $16.77, respectively. As of December 31, 2021, 773,978 shares of common stock have been issued under the ESPP and 201,022 shares of common stock are available for future issuance. Stock Option Plans We currently have one stock option plan from which we can grant options and restricted stock awards to employees, officers, directors and consultants. In December 2007, the stockholders approved our 2007 Amended and Restated Equity Incentive Plan (“2007 Plan”) at which time a maximum of 150,000 shares of common stock were available for grant. In May 2010, June 2011, May 2014, May 2015, June 2016, June 2017, June 2019 and June 2021, our stockholders approved amendments to our 2007 Plan to increase the maximum number of shares of common stock available for grant by 100,000, 4,500,000, 1,750,000, 4,300,000, 3,000,000, 5,000,000, 7,000,000 and 2,000,000 shares of common stock, respectively, resulting in an aggregate of 27,800,000 shares of common stock authorized for issuance as of December 31, 2021. At December 31, 2021, there were 868,880 shares available for future grant under the 2007 Plan. Any shares that are issuable on exercise of options granted that expire, are cancelled or that we receive pursuant to a net exercise of options are available for future grant and issuance. In 2014, 2013 and 2012, we granted options to certain employees outside of our stockholder approved stock option plans. All options to purchase our common stock were granted with an exercise price that equals fair market value of the underlying common stock on the grant dates and expire no later than 10 years from the date of grant. The options are exercisable in accordance with vesting schedules that generally provide for them to be fully vested and exercisable 4 years after the date of grant, provided, however, that we have also issued stock options awards that are subject to performance vesting requirements. All stock option grants issued outside of our stockholder approved plans have been registered on Form S-8 with the SEC. In 2020, we began granting restricted stock units (“RSUs”) to employees and non-employee directors pursuant to the 2007 Plan. We satisfy such grants through the issuance of new shares upon vesting. The following table summarizes the stock option plan activity: Outstanding Options Weighted- Average Number of Exercise Shares Price Balance at December 31, 2020 18,912,529 $ 19.59 Granted 2,053,980 $ 12.39 Exercised (369,978 ) $ 15.29 Cancelled (1,652,594 ) $ 21.69 Balance at December 31, 2021 18,943,937 $ 18.71 Outstanding RSUs Weighted- Average Number of Grant Date Shares Fair Value Balance at December 31, 2020 602,741 $ 15.84 Granted 2,448,957 $ 10.86 Released (154,487 ) $ 15.98 Forfeited (94,018 ) $ 15.07 Balance at December 31, 2021 2,803,193 $ 11.51 For the year ended December 31, 2021, equity awards cancelled (included in options outstanding) consisted of 806,244 options forfeited with a weighted-average exercise price of $20.51 and 846,350 options expired with a weighted-average exercise price of $22.81. As of December 31, 2021, options exercisable have a weighted-average remaining contractual term of 6.6 years. The total intrinsic value of stock option exercises, which is the difference between the exercise price and closing price of our common stock on the date of exercise, during the years ended December 31, 2021 and 2020 was $0.7 million and $3.2 million, respectively. As of December 31, 2021 and 2020, the total intrinsic value of options outstanding and exercisable was $1.7 million and $69.1 million, respectively. Years Ended December 31, 2021 2020 2019 Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price Exercisable at end of year 12,243,887 $ 19.13 10,237,202 $ 18.74 7,436,379 $ 17.02 Options vested or expected to vest 18,416,243 $ 18.77 18,179,553 $ 19.58 15,962,432 $ 20.31 Exercise prices and weighted-average remaining contractual lives for the options outstanding as of December 31, 2021 were: Weighted- Weighted- Average Average Weighted- Exercise Remaining Average Price of Outstanding Range of Contractual Exercise Options Options Options Exercise Prices Life (in years) Price Exercisable Exercisable 2,697,794 $7.20–$10.55 5.28 $ 9.09 1,598,055 $ 8.17 2,266,285 $10.64–$15.15 5.84 13.40 1,663,593 13.39 3,307,235 $15.22-$15.72 8.54 15.71 1,035,174 15.70 2,824,254 $15.75–$18.18 5.73 16.94 2,518,197 16.91 3,045,374 $18.26–$24.97 6.56 23.04 2,276,351 23.17 3,102,637 $25.02 7.76 25.02 1,619,032 25.02 1,700,358 $25.06–$39.00 5.23 30.53 1,533,485 30.52 18,943,937 6.59 18.71 12,243,887 19.13 On December 31, 2021, we had reserved 21,747,130 shares of common stock for future issuance on exercise of outstanding options and vesting of outstanding restricted stock units granted under the 2007 Plan, as well as the non-plan grants. Valuation and Expense Information The following table summarizes stock-based compensation expense related to stock-based payment awards pursuant to our equity compensation arrangements (in thousands): December 31, 2021 2020 2019 Research and development $ 19,482 $ 20,731 $ 19,202 General and administrative 11,816 15,601 13,564 Sales and marketing 15,553 13,886 18,645 Total stock-based compensation expense $ 46,851 $ 50,218 $ 51,411 As of December 31, 2021, there was $99.7 million of total unrecognized compensation cost related to non-vested, stock-based payment awards granted under all of our equity compensation plans and all non-plan option grants. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. We expect to recognize this compensation cost over a weighted-average period of 2.8 years. The fair value of RSUs is estimated based on the closing market price of our common stock on the date of the grant. RSUs generally vest quarterly over a four-year We estimated the fair value of each option grant and ESPP purchase right on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Options: December 31, 2021 2020 2019 Risk-free interest rate 1.1 % 0.5 % 1.8 % Dividend yield — % — % — % Volatility 62.6 % 69.4 % 66.5 % Expected life (years) 6 6 6 ESPP: December 31, 2021 2020 2019 Risk-free interest rate 0.1 % 0.1 % 1.9 % Dividend yield — % — % — % Volatility 46.9 % 67.7 % 52.1 % Expected life (months) 6 6 6 The weighted-average fair value of options granted was $7.10, $9.76 and $14.70 for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average fair value of shares purchased through the ESPP was $3.64, $5.18 and $5.94 for the years ended December 31, 2021, 2020 and 2019, respectively. The risk-free interest rate assumption is based on observed interest rates on U.S. Treasury debt securities with maturities close to the expected term of our employee and director stock options and ESPP purchases. The dividend yield assumption is based on our history and expectation of dividend payouts. We have never paid dividends on our common stock, and we do not anticipate paying dividends in the foreseeable future. We used our historical stock price to estimate volatility. The expected life of employee and director stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. We have elected to use the simplified method, as we do not have enough historical exercise experience to provide a reasonable basis on which to estimate the expected term. The expected life for the ESPP purchase rights is 6 months, which represents the length of each purchase period. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 11 . Employee Benefit Plan We have a defined contribution 401(k) plan (“Plan”) covering substantially all of our employees. In the past three calendar years, we made matching cash contributions equal to 50% of each participant’s contribution during the Plan year up to a maximum amount equal to the lesser of 3% of each participant’s annual compensation or $8,700, $8,550 and $8,400 for the years ended December 31, 2021, 2020 and 2019, respectively. Such amounts were recorded as expense in the corresponding years. We may also contribute additional discretionary amounts to the Plan as we determine. For the years ended December 31, 2021, 2020 and 2019, we contributed $1.3 million, $1.1 million and $1.0 million, respectively, to the Plan. No discretionary contributions have been made to the Plan since its inception. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . Income Taxes For the years ended December 31, 2021, 2020 and 2019, we did not record a provision for income taxes due to a full valuation allowance against our deferred tax assets. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows (in thousands): December 31, 2021 2020 2019 Tax at statutory federal rate $ (46,343 ) $ (47,728 ) $ (42,997 ) State tax, net of federal benefit (8,683 ) (8,218 ) (9,823 ) Research and development credits (4,173 ) (4,327 ) (4,855 ) Stock-based compensation expense 4,584 4,675 2,906 Non-deductible compensation 1,970 1,455 4,720 Change in valuation allowance 51,459 53,621 49,479 Other 1,186 522 570 Provision for income taxes $ — $ — $ — Deferred income tax assets and liabilities arising from differences between accounting for financial statement purposes and tax purposes, less valuation allowance at year-end are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 294,189 $ 251,971 Research and development credits 55,789 49,683 Stock-based compensation 23,342 20,211 Lease liabilities 2,564 4,330 Other 3,953 3,777 Total gross deferred tax assets 379,837 329,972 Deferred tax liabilities: Right-of-use lease assets (2,420 ) (4,014 ) Total gross deferred tax liabilities (2,420 ) (4,014 ) Valuation allowance (377,417 ) (325,958 ) Net deferred tax assets $ — $ — We have established a valuation allowance to offset net deferred tax assets as of December 31, 2021 and 2020 due to the uncertainty of realizing future tax benefits from such assets. As of December 31, 2021, we had federal and state net operating loss (“NOL”) carryforwards of $1.2 billion and $743.4 million, respectively. The federal NOL carryforwards consist of $547.4 million generated before January 1, 2018, which began to expire in 2021, and $664.2 million that can be carried forward indefinitely, but are subject to the 80% taxable income limitation. The state NOL carryforwards will begin to expire in 2028. As of December 31, 2021, we had federal and state research and development credit carryforwards of $45.3 million and $20.4 million, respectively. The federal research and development credit carryforwards will begin to expire in 2022. The state research and development credit carryforwards will begin to expire in 2023. Internal Revenue Code (“IRC”) Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by NOL and credit carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct NOL and credit carryforwards in excess of the IRC Sections 382 and 383 limitation. State jurisdictions have similar rules. We have previously performed an analysis of IRC Sections 382 and 383 through 2018 and determined there were ownership changes in 2007, 2011 and 2013. We are currently in the process of updating our IRC Sections 382 and 383 analysis through 2021. The limitation in the federal and state NOL and research and development credit carryforwards that expire unused would reduce the deferred tax assets, which are fully offset by a valuation allowance. We file U.S. and state income tax returns with varying statutes of limitations. The tax years from 2001 to 2021 remain open to examination due to the carryover of unused NOL carryforwards and tax credits. A reconciliation of our unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 7,406 $ 4,784 $ 2,385 Additions for tax positions of prior years 107 341 147 Additions based on tax positions related to current year 2,118 2,281 2,252 Balance at end of year $ 9,631 $ 7,406 $ 4,784 Due to our valuation allowance, the $9.6 million of unrecognized tax benefits would not affect the effective tax rate, if recognized. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021, we had no accrued interest and penalties related to uncertain tax positions. We do not expect any material changes to the estimated amount of liability associated with our uncertain tax positions within the next 12 months. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 pandemic. GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses include a five-year On June 29, 2020, California Assembly Bill 85 was signed into law. The legislation suspends the California net operating loss deductions for 2020, 2021, and 2022 for certain taxpayers and imposes a limitation of certain California tax credits for 2020, 2021, and 2022. The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income, and its adjusted gross income is greater than $1.0 million. The carryover periods for net operating loss deductions disallowed by this provision will be extended. Additionally, any business credit will only offset a maximum of $5.0 million of California tax. In 2022, California enacted Senate Bill 113, which removed the net operating loss suspension and limited use of business tax credits for 2022. Senate Bill 113 will have no income tax impact, as we continue to record a full valuation allowance against the deferred tax assets due to our cumulative tax losses. On December 27, 2020, the “Consolidated Appropriations Act, 2021” was enacted and signed into law to further COVID-19 economic relief and extend certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. The provisions did not have a material impact on our financial statements for the year ended December 31, 2021. |
Summary of Significant Account
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Heron Therapeutics, Inc. and its wholly-owned subsidiary, Heron Therapeutics B.V., which was organized in the Netherlands in March 2015. Heron Therapeutics B.V. has no operations and no material assets or liabilities, and there have been no significant transactions related to Heron Therapeutics B.V. since its inception. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Our significant accounting policies that involve significant judgment and estimates include revenue recognition, investments, inventory and the related reserves, accrued clinical liabilities, income taxes and stock-based compensation. Actual results could differ materially from those estimates. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents consist of cash and highly liquid investments with contractual maturities of three months or less from the original purchase date. Short-term investments consist of securities with contractual maturities of greater than three months from the original purchase date. Securities with contractual maturities greater than one year are classified as short-term investments on the consolidated balance sheets, as we have the ability, if necessary, to liquidate these securities to meet our liquidity needs in the next 12 months. We have classified our short-term investments as available-for-sale securities in the accompanying consolidated financial statements. Available-for-sale securities are stated at fair market value, with net changes in unrealized gains and losses reported in other comprehensive loss and realized gains and losses included in other income (expense), net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, receivables, inventory, prepaid expenses, other current assets, accounts payable and accrued expenses, are carried at cost, which is considered to be representative of their respective fair values because of the short-term maturity of these instruments. Short-term available-for-sale investments are carried at fair value (see Note 3) . Our convertible notes outstanding at December 31, 2021 do not have a readily available ascertainable market value, however, the carrying value is considered to approximate its fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Cash, cash equivalents and short-term investments are financial instruments that potentially subject us to concentrations of credit risk. We deposit our cash in financial institutions. At times, such deposits may be in excess of insured limits. We may also invest our excess cash in money market funds, U.S. government and agencies, corporate debt securities and commercial paper. We have established guidelines relative to our diversification of our cash investments and their maturities in an effort to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. CINVANTI, SUSTOL and ZYNRELEF (collectively, our “Products”) are distributed in the U.S. through a limited number of specialty distributors and full line wholesalers (collectively, “Customers”) that resell to healthcare providers and hospitals, the end users of our Products. The following table includes the percentage of net product sales and accounts receivable balances for our three major Customers, each of which comprised 10% or more of our net product sales: Net Product Sales Accounts Receivable Year Ended December 31, 2021 As of December 31, 2021 Customer A 44.7 % 50.2 % Customer B 34.9 % 33.8 % Customer C 19.2 % 15.3 % Total 98.8 % 99.3 % |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at the invoice amount, net of an allowance for credit losses. The allowance for credit losses reflects accounts receivable balances that are believed to be uncollectible. In estimating the allowance for credit losses, we consider: (1) our historical experience with collections and write-offs; (2) the credit quality of our Customers and any recent or anticipated changes thereto; (3) the outstanding balances and past due amounts from our Customers; and (4) reasonable and supportable forecast of economic conditions expected to exist throughout the contractual term of the receivable. We offered extended payment terms to our Customers in connection with our product launches of CINVANTI and ZYNRELEF in January 2018 and July 2021, respectively. In addition, we offered extended payment terms to our Customers in January 2021 when we reinstated the promotion and contracting of SUSTOL. These extended payment terms were offered in anticipation of the timing of reimbursement by government and commercial payers. Effective January 2019, we shortened payment terms to our CINVANTI Customers. As of December 31, 2021, extended payment terms given to our Customers were evaluated in accordance with GAAP and did not impact the collectability of accounts receivables. As of December 31, 2021 and 2020, we determined that an allowance for doubtful accounts was not required. For the years ended December 31, 2021 and 2020, we did not write-off any accounts receivable balances. |
Inventory | Inventory Inventory is stated at the lower of cost or estimated net realizable value on a first-in, first-out, or FIFO, basis. We periodically analyze our inventory levels and write down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and inventory quantities that are in excess of expected sales requirements as cost of product sales. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded as cost of product sales. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (generally 5 years). Leasehold improvements are stated at cost and amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets If indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and record the impairment as a reduction in the carrying value of the related asset with a corresponding charge to operating expenses. Estimating the undiscounted future operating cash flows associated with long-lived assets requires judgment and assumptions that could differ materially from actual results. |
Leases | Leases We determine if an arrangement is a lease or contains lease components at inception. Operating leases with an initial term greater than 12 months are recorded as lease liabilities with corresponding right-of-use (“ROU”) lease assets on the consolidated balance sheets. ROU lease assets represent our right to use the underlying assets over the lease term, and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU lease assets equal the lease liabilities, less unamortized lease incentives, unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease. The lease term includes any option to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for separately . |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Product Sales Our Products are distributed in the U.S. through a limited number of Customers that resell to healthcare providers and hospitals, the end users of our Products. Revenue is recognized in an amount that reflects the consideration we expect to receive in exchange for our Products. To determine revenue recognition for contracts with customers within the scope of Topic 606, we perform the following 5 steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations of the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) we satisfy the performance obligations. Product Sales Allowances We recognize product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on amounts owed or to be claimed on the related sales. These estimates take into consideration the terms of our agreements with Customers, historical product returns, rebates or discounts taken, the shelf life of the product and specific known market events, such as competitive pricing and new product introductions. If actual future results vary from our estimates, we may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. Our product sales allowances include: • Product Returns—We allow our Customers to return product for credit for up to 12 months after its product expiration date. As such, there may be a significant period of time between the time the product is shipped and the time the credit is issued on returned product. • Distributor Fees—We offer contractually determined discounts to our Customers. These discounts are paid no later than two months after the quarter in which product was shipped. • Group Purchasing Organization (“GPO”) Discounts and Rebates—We offer cash discounts to GPO members. These discounts are taken when the GPO members purchase product from our Customers, who then charge back to us the discount amount. Additionally, we offer volume and contract-tier rebates to GPO members. Rebates are based on actual purchase levels during the quarterly rebate purchase period. • GPO Administrative Fees—We pay administrative fees to GPOs for services and access to data. These fees are based on contracted terms and are paid after the quarter in which the product was purchased by the GPOs’ members. • Medicaid Rebates—We participate in Medicaid rebate programs, which provide assistance to certain low-income patients based on each individual state’s guidelines regarding eligibility and services. Under the Medicaid rebate programs, we pay a rebate to each participating state, generally within three months after the quarter in which the product was sold. We believe our estimated allowance for product returns requires a high degree of judgment and is subject to change based on our experience and certain quantitative and qualitative factors. We believe our estimated allowances for distributor fees, GPO discounts, rebates and administrative fees and Medicaid rebates do not require a high degree of judgment because the amounts are settled within a relatively short period of time. Our product sales allowances and related accruals are evaluated each reporting period and adjusted when trends or significant events indicate that a change in estimate is appropriate. Changes in product sales allowance estimates could materially affect our results of operations and financial position. |
Accrued Clinical Liabilities | Accrued Clinical Liabilities We accrue clinical costs based on work performed, which relies on estimates of the progress of the trials and the related expenses incurred. Clinical trial related contracts vary significantly in duration, and may be for a fixed amount, based on the achievement of certain contingent events or deliverables, a variable amount based on actual costs incurred, capped at a certain limit or contain a combination of these elements. Revisions are recorded to research and development expense in the period in which the facts that give rise to the revision become known. Historically, revisions have not resulted in material changes to research and development expense; however, a modification in the protocol of a clinical trial or cancellation of a clinical trial could result in a material charge to our results of operations. |
Research and Development Expense | Research and Development Expense All costs of research and development are expensed in the period incurred. Research and development expense primarily consists of personnel and related costs, stock-based compensation expense, fees paid to outside service providers and consultants, facilities costs and materials used in clinical and preclinical trials and research and development. |
Patent Costs | Patent Costs We incur outside legal fees in connection with filing and maintaining our various patent applications. All patent costs are expensed as incurred and are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense We estimate the fair value of stock-based payment awards using the Black-Scholes option pricing model. This fair value is then amortized using the straight-line single-option method of attributing the value of stock-based compensation to expense over the requisite service periods of the awards. The Black-Scholes option pricing model requires the input of complex and subjective assumptions, including each option’s expected life and price volatility of the underlying stock. As stock-based compensation expense is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical data. |
Warrants | Warrants We have issued warrants to purchase shares of our common stock in conjunction with certain equity financings or in exchange for services. The terms of the warrants were evaluated to determine the appropriate classification as equity or a liability. |
Income Taxes | Income Taxes We recognize the impact of a tax position in our consolidated financial statements if the position is more likely than not to be sustained on examination and on the technical merits of the position. The total amount of unrecognized tax benefits, if recognized, would affect other tax accounts, primarily deferred taxes in future periods, and would not affect our effective tax rate, since we maintain a full valuation allowance against our deferred tax assets (see Note 10). We recognize interest and penalties related to income tax matters in income tax expense. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net changes in unrealized gains and losses on available-for-sale securities are included in other comprehensive income (loss) and represent the difference between our net loss and comprehensive net loss for all periods presented. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, warrants and shares of common stock underlying Convertible Notes are considered to be common stock equivalents and are included in the calculation of diluted net loss per share only when their effect is dilutive. Because we have incurred a net loss for all periods presented in the consolidated statements of operations and comprehensive loss, the following common stock equivalents were not included in the computation of net loss per share because their effect would be anti-dilutive (in thousands): December 31, 2021 2020 2019 Stock options outstanding 18,944 18,912 16,665 Restricted stock units outstanding 2,803 603 — Warrants outstanding — 220 508 Shares of common stock underlying convertible notes outstanding 9,819 9,510 8,960 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted in 2021 In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740) Adopted in 2022 In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . |
Summary of Significant Accou_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Percentage of Net Product Sales and Accounts Receivable Balance | The following table includes the percentage of net product sales and accounts receivable balances for our three major Customers, each of which comprised 10% or more of our net product sales: Net Product Sales Accounts Receivable Year Ended December 31, 2021 As of December 31, 2021 Customer A 44.7 % 50.2 % Customer B 34.9 % 33.8 % Customer C 19.2 % 15.3 % Total 98.8 % 99.3 % |
Common Stock Equivalents Excluded From Computation of Net Loss Per Share | Because we have incurred a net loss for all periods presented in the consolidated statements of operations and comprehensive loss, the following common stock equivalents were not included in the computation of net loss per share because their effect would be anti-dilutive (in thousands): December 31, 2021 2020 2019 Stock options outstanding 18,944 18,912 16,665 Restricted stock units outstanding 2,803 603 — Warrants outstanding — 220 508 Shares of common stock underlying convertible notes outstanding 9,819 9,510 8,960 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | We measure cash, cash equivalents and short-term investments at fair value on a recurring basis. The fair values of these such assets were as follows (in thousands): Fair Value Measurements at Reporting Date Using Balance at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and money market funds $ 86,043 $ 86,043 $ — $ — U.S. corporate debt securities 15,006 — 15,006 — Foreign corporate debt securities 10,548 — 10,548 — U.S. commercial paper 10,496 — 10,496 — Foreign commercial paper 35,487 — 35,487 — Total $ 157,580 $ 86,043 $ 71,537 $ — Fair Value Measurements at Reporting Date Using Balance at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and money market funds $ 49,149 $ 49,149 $ — $ — U.S. treasury bills and government agency obligations 20,276 20,276 — — U.S. corporate debt securities 11,547 — 11,547 — Foreign corporate debt securities 15,557 — 15,557 — U.S. commercial paper 27,996 — 27,996 — Foreign commercial paper 83,966 — 83,966 — Total $ 208,491 $ 69,425 $ 139,066 $ — |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Short-Term Investments | The following is a summary of our short-term investments (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. corporate debt $ 15,009 $ — $ (3 ) $ 15,006 Foreign corporate debt 10,551 — (3 ) 10,548 U.S. commercial paper 5,998 — — 5,998 Foreign commercial paper 35,487 — — 35,487 Total $ 67,045 $ — $ (6 ) $ 67,039 December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. treasury bills and government agency obligations $ 20,110 $ 166 $ — $ 20,276 U.S. corporate debt securities 11,505 42 — 11,547 Foreign corporate debt securities 15,508 49 — 15,557 U.S. commercial paper 13,997 — — 13,997 Foreign commercial paper 41,976 — — 41,976 Total $ 103,096 $ 257 $ — $ 103,353 |
Schedule of Inventory | Inventory consists of the following (in thousands): December 31, 2021 2020 Raw materials $ 21,193 $ 18,994 Work in process 20,935 6,847 Finished goods 6,254 16,064 Total inventory $ 48,382 $ 41,905 |
Schedule of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consist of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 28,048 $ 19,461 Prepaid insurance 2,135 2,155 Deposits 254 346 Interest receivable 245 334 Total prepaid expenses and other assets $ 30,682 $ 22,296 |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Scientific equipment $ 33,403 $ 29,135 Leasehold improvements 610 878 Computer equipment and software 1,497 1,461 Furniture, fixtures and office equipment 1,467 2,135 Property and equipment, gross 36,977 33,609 Less: accumulated depreciation and amortization (13,243 ) (10,872 ) Property and equipment, net $ 23,734 $ 22,737 |
Schedule of Accrued Liabilities | Accrued payroll and employee liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued employee salaries and benefits $ 1,784 $ 1,691 Accrued bonuses 9,439 8,479 Accrued vacation 4,040 3,427 Total accrued payroll and employee liabilities $ 15,263 $ 13,597 Other accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued product sales allowances $ 22,560 $ 24,571 Accrued consulting and professional fees 2,666 3,450 Accrued accounts payable 70 104 Other accrued liabilities 563 244 Total other accrued liabilities $ 25,859 $ 28,369 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregated Net Product Sales | The following table provides disaggregated net product sales (in thousands): For the Years Ended December 31, 2021 2020 2019 CINVANTI net product sales $ 73,507 $ 87,815 $ 132,162 SUSTOL net product sales 9,915 823 13,806 ZYNRELEF net product sales 2,924 — — Total net product sales $ 86,346 $ 88,638 $ 145,968 |
Summary of Activity to Product Returns, Distributor Fees and Discounts, Rebates and Administrative Fees | The following table provides a summary of activity with respect to our product returns, distributor fees and discounts, rebates and administrative fees, which are included in other accrued liabilities on the consolidated balance sheets (in thousands): Discounts, Rebates and Product Distributor Administrative Returns Fees Fees Total Balance at December 31, 2020 $ 2,704 $ 3,930 $ 17,937 $ 24,571 Provision 364 18,046 141,262 159,672 Payments/credits (489 ) (18,510 ) (142,684 ) (161,683 ) Balance at December 31, 2021 $ 2,579 $ 3,466 $ 16,515 $ 22,560 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Annual future minimum lease payments as of December 31, 2021 are as follows (in thousands): Year ended December 31: 2022 $ 2,885 2023 2,970 2024 3,030 2025 3,097 2026 — Thereafter — Total future minimum lease payments 11,982 Less: discount (1,569 ) Total lease liabilities $ 10,413 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Shares of our common stock reserved for future issuance as of December 31, 2021 were as follows: Number of Shares Stock options outstanding 18,944 Restricted stock units outstanding 2,803 Stock options available for grant 869 Employee Stock Purchase Plan 201 Shares of common stock underlying convertible notes outstanding (see Note 8) 9,819 Total shares reserved for future issuance 32,636 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Stock Option Plan Activity | The following table summarizes the stock option plan activity: Outstanding Options Weighted- Average Number of Exercise Shares Price Balance at December 31, 2020 18,912,529 $ 19.59 Granted 2,053,980 $ 12.39 Exercised (369,978 ) $ 15.29 Cancelled (1,652,594 ) $ 21.69 Balance at December 31, 2021 18,943,937 $ 18.71 Outstanding RSUs Weighted- Average Number of Grant Date Shares Fair Value Balance at December 31, 2020 602,741 $ 15.84 Granted 2,448,957 $ 10.86 Released (154,487 ) $ 15.98 Forfeited (94,018 ) $ 15.07 Balance at December 31, 2021 2,803,193 $ 11.51 |
Schedule of Options Exercisable, Vested or Expected to Vest | Years Ended December 31, 2021 2020 2019 Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price Exercisable at end of year 12,243,887 $ 19.13 10,237,202 $ 18.74 7,436,379 $ 17.02 Options vested or expected to vest 18,416,243 $ 18.77 18,179,553 $ 19.58 15,962,432 $ 20.31 |
Schedule of Exercise Prices And Weighted-average Remaining Contractual Lives For Options Outstanding | Exercise prices and weighted-average remaining contractual lives for the options outstanding as of December 31, 2021 were: Weighted- Weighted- Average Average Weighted- Exercise Remaining Average Price of Outstanding Range of Contractual Exercise Options Options Options Exercise Prices Life (in years) Price Exercisable Exercisable 2,697,794 $7.20–$10.55 5.28 $ 9.09 1,598,055 $ 8.17 2,266,285 $10.64–$15.15 5.84 13.40 1,663,593 13.39 3,307,235 $15.22-$15.72 8.54 15.71 1,035,174 15.70 2,824,254 $15.75–$18.18 5.73 16.94 2,518,197 16.91 3,045,374 $18.26–$24.97 6.56 23.04 2,276,351 23.17 3,102,637 $25.02 7.76 25.02 1,619,032 25.02 1,700,358 $25.06–$39.00 5.23 30.53 1,533,485 30.52 18,943,937 6.59 18.71 12,243,887 19.13 |
Summary of Stock-Based Compensation Expense related to Stock-Based Payment Awards | The following table summarizes stock-based compensation expense related to stock-based payment awards pursuant to our equity compensation arrangements (in thousands): December 31, 2021 2020 2019 Research and development $ 19,482 $ 20,731 $ 19,202 General and administrative 11,816 15,601 13,564 Sales and marketing 15,553 13,886 18,645 Total stock-based compensation expense $ 46,851 $ 50,218 $ 51,411 |
Summary of Fair Value of Option Grant and ESPP Purchase Right on Grant Date Using Black-Scholes Option Pricing Model | We estimated the fair value of each option grant and ESPP purchase right on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Options: December 31, 2021 2020 2019 Risk-free interest rate 1.1 % 0.5 % 1.8 % Dividend yield — % — % — % Volatility 62.6 % 69.4 % 66.5 % Expected life (years) 6 6 6 ESPP: December 31, 2021 2020 2019 Risk-free interest rate 0.1 % 0.1 % 1.9 % Dividend yield — % — % — % Volatility 46.9 % 67.7 % 52.1 % Expected life (months) 6 6 6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows (in thousands): December 31, 2021 2020 2019 Tax at statutory federal rate $ (46,343 ) $ (47,728 ) $ (42,997 ) State tax, net of federal benefit (8,683 ) (8,218 ) (9,823 ) Research and development credits (4,173 ) (4,327 ) (4,855 ) Stock-based compensation expense 4,584 4,675 2,906 Non-deductible compensation 1,970 1,455 4,720 Change in valuation allowance 51,459 53,621 49,479 Other 1,186 522 570 Provision for income taxes $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities arising from differences between accounting for financial statement purposes and tax purposes, less valuation allowance at year-end are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 294,189 $ 251,971 Research and development credits 55,789 49,683 Stock-based compensation 23,342 20,211 Lease liabilities 2,564 4,330 Other 3,953 3,777 Total gross deferred tax assets 379,837 329,972 Deferred tax liabilities: Right-of-use lease assets (2,420 ) (4,014 ) Total gross deferred tax liabilities (2,420 ) (4,014 ) Valuation allowance (377,417 ) (325,958 ) Net deferred tax assets $ — $ — |
Summary of Unrecognized Tax Benefits | A reconciliation of our unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 7,406 $ 4,784 $ 2,385 Additions for tax positions of prior years 107 341 147 Additions based on tax positions related to current year 2,118 2,281 2,252 Balance at end of year $ 9,631 $ 7,406 $ 4,784 |
Organization and Business - Add
Organization and Business - Additional Information (Details) $ in Thousands | Dec. 31, 2021USD ($)Country | Dec. 31, 2020USD ($) |
Business [Line Items] | ||
Accumulated deficit | $ 1,613,431 | $ 1,392,748 |
Cash, cash equivalents and short-term investments | $ 157,600 | |
H T X011 | Europe | ||
Business [Line Items] | ||
Number of countries approved the drug | Country | 31 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Percentage of Net Product Sales and Accounts Receivable Balance (Details) - Customer Concentration Risk | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Benchmark | Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 44.70% |
Revenue Benchmark | Second Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 34.90% |
Revenue Benchmark | Third Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 19.20% |
Revenue Benchmark | Total Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 98.80% |
Accounts Receivable | Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 50.20% |
Accounts Receivable | Second Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 33.80% |
Accounts Receivable | Third Largest Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 15.30% |
Accounts Receivable | Total Customer | |
Product Information [Line Items] | |
Concentration risk percentage | 99.30% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update 2019-12 | |
Product Information [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, immaterial effect | true |
Leasehold Improvements | |
Product Information [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Common Stock Equivalents Excluded From Computation of Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares excluded (in shares) | 18,944 | 18,912 | 16,665 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares excluded (in shares) | 2,803 | 603 | |
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares excluded (in shares) | 220 | 508 | |
Convertible Debt Securities | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares excluded (in shares) | 9,819 | 9,510 | 8,960 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 67,039 | $ 103,353 |
U.S. Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 15,006 | 11,547 |
Foreign Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,548 | 15,557 |
U.S. Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 5,998 | 13,997 |
U.S. Treasury Bills and Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 20,276 | |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 157,580 | 208,491 |
Fair Value, Recurring | Foreign Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 35,487 | 83,966 |
Fair Value, Recurring | U.S. Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 15,006 | 11,547 |
Fair Value, Recurring | Foreign Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,548 | 15,557 |
Fair Value, Recurring | U.S. Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,496 | 27,996 |
Fair Value, Recurring | U.S. Treasury Bills and Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 20,276 | |
Fair Value, Recurring | Cash and Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and money market funds | 86,043 | 49,149 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 86,043 | 69,425 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Treasury Bills and Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 20,276 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and money market funds | 86,043 | 49,149 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 71,537 | 139,066 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Foreign Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 35,487 | 83,966 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 15,006 | 11,547 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Foreign Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 10,548 | 15,557 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 10,496 | $ 27,996 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Financial instruments transferred among fair value hierarchy levels | $ 0 | |
Cash equivalents included of available-for-sale securities | 4,500,000 | $ 55,900,000 |
Available for sale securities with contractual maturities of three months to one year. | $ 67,000,000 | $ 103,400,000 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Short -Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | $ 67,045 | $ 103,096 |
Available-for-sale securities, gross unrealized gains | 257 | |
Available-for-sale securities, gross unrealized losses | (6) | |
Available-for-sale securities | 67,039 | 103,353 |
U.S. Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | 15,009 | 11,505 |
Available-for-sale securities, gross unrealized gains | 42 | |
Available-for-sale securities, gross unrealized losses | (3) | |
Available-for-sale securities | 15,006 | 11,547 |
Foreign Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | 10,551 | 15,508 |
Available-for-sale securities, gross unrealized gains | 49 | |
Available-for-sale securities, gross unrealized losses | (3) | |
Available-for-sale securities | 10,548 | 15,557 |
U.S. Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | 5,998 | 13,997 |
Available-for-sale securities | 5,998 | 13,997 |
Foreign Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | 35,487 | 41,976 |
Available-for-sale securities | $ 35,487 | 41,976 |
U.S. Treasury Bills and Government Agency Obligations | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | 20,110 | |
Available-for-sale securities, gross unrealized gains | 166 | |
Available-for-sale securities | $ 20,276 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt securities, impairment losses | $ 0 | $ 0 | |
Debt securities, available-for-sale, unrealized gain (loss) | (300,000) | 200,000 | $ 200,000 |
Debt securities, available-for-sale, realized gain (loss) | 0 | 0 | 8,000 |
Inventory | 48,382,000 | 41,905,000 | |
Depreciation and amortization | 3,021,000 | 2,847,000 | $ 2,044,000 |
Construction in Progress, Gross | 15,900,000 | 14,100,000 | |
ZYNRELEF | |||
Inventory | 23,600,000 | ||
SUSTOL | |||
Inventory | 1,700,000 | 4,100,000 | |
Cost of product sales, charges | 3,800,000 | 100,000 | |
CINVANTI | |||
Inventory | $ 23,100,000 | $ 37,800,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 21,193 | $ 18,994 |
Work in process | 20,935 | 6,847 |
Finished goods | 6,254 | 16,064 |
Total inventory | $ 48,382 | $ 41,905 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid expenses | $ 28,048 | $ 19,461 |
Prepaid insurance | 2,135 | 2,155 |
Deposits | 254 | 346 |
Interest receivable | 245 | 334 |
Total prepaid expenses and other assets | $ 30,682 | $ 22,296 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 36,977 | $ 33,609 |
Less: accumulated depreciation and amortization | (13,243) | (10,872) |
Property and equipment, net | 23,734 | 22,737 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 33,403 | 29,135 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 610 | 878 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,497 | 1,461 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,467 | $ 2,135 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued payroll and employee liabilities | ||
Accrued employee salaries and benefits | $ 1,784 | $ 1,691 |
Accrued bonuses | 9,439 | 8,479 |
Accrued vacation | 4,040 | 3,427 |
Total accrued payroll and employee liabilities | 15,263 | 13,597 |
Other accrued liabilities | ||
Accrued product sales allowances | 22,560 | 24,571 |
Accrued consulting and professional fees | 2,666 | 3,450 |
Accrued accounts payable | 70 | 104 |
Other accrued liabilities | 563 | 244 |
Total other accrued liabilities | $ 25,859 | $ 28,369 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Net Product Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Net product sales | $ 86,346 | $ 88,638 | $ 145,968 |
CINVANTI | |||
Product Information [Line Items] | |||
Net product sales | 73,507 | 87,815 | 132,162 |
SUSTOL | |||
Product Information [Line Items] | |||
Net product sales | 9,915 | $ 823 | $ 13,806 |
ZYNRELEF | |||
Product Information [Line Items] | |||
Net product sales | $ 2,924 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Activity to Product Returns, Distributor Fees and Discounts, Rebates and Administrative Fees (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Product Information [Line Items] | |
Balance | $ 24,571 |
Provision | 159,672 |
Payments/credits | (161,683) |
Balance | 22,560 |
Product Returns | |
Product Information [Line Items] | |
Balance | 2,704 |
Provision | 364 |
Payments/credits | (489) |
Balance | 2,579 |
Distributor Fees | |
Product Information [Line Items] | |
Balance | 3,930 |
Provision | 18,046 |
Payments/credits | (18,510) |
Balance | 3,466 |
Discounts, Rebates and Administrative Fees | |
Product Information [Line Items] | |
Balance | 17,937 |
Provision | 141,262 |
Payments/credits | (142,684) |
Balance | $ 16,515 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2021ft² | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021ft² | |
Lessee Lease Description [Line Items] | |||||
Operating lease, rent expense | $ | $ 3.7 | $ 3.9 | $ 3.1 | ||
Total purchase obligations | $ | $ 98.7 | ||||
Maximum | |||||
Lessee Lease Description [Line Items] | |||||
Purchase obligations due period | 2 years | ||||
Minimum | |||||
Lessee Lease Description [Line Items] | |||||
Purchase obligations due period | 1 year | ||||
San Diego, California | |||||
Lessee Lease Description [Line Items] | |||||
Area of real estate property | 21,180 | 52,148 | 73,328 | ||
Reduction of leased space, effective date | Nov. 1, 2021 | ||||
Lease expiration date | Dec. 31, 2025 | ||||
Lessee, operating lease, renewal term | 5 years | ||||
Remaining area of real estate property | 28,275 | 28,275 | |||
Lessee, operating lease, existence of option to extend | true | ||||
Operating lease cash payments | $ | $ 3.8 | ||||
San Diego, California | Sublease Agreement | |||||
Lessee Lease Description [Line Items] | |||||
Area of real estate property | 23,873 | ||||
Lease expiration date | Dec. 31, 2025 | ||||
Redwood City, California | |||||
Lessee Lease Description [Line Items] | |||||
Area of real estate property | 26,067 | ||||
Lease expiration date | 2019-05 | ||||
Sublease expiration date | 2019-05 | ||||
Jersey City, New Jersey | |||||
Lessee Lease Description [Line Items] | |||||
Area of real estate property | 1,898 | ||||
Lease expiration date | 2019-12 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 2,885 |
2023 | 2,970 |
2024 | 3,030 |
2025 | 3,097 |
Total future minimum lease payments | 11,982 |
Less: discount | (1,569) |
Total lease liabilities | $ 10,413 |
Reorganization - Additional Inf
Reorganization - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring charges, total | $ 1.6 | $ 5.6 | $ 5.6 | |
Research and Development Expense | ||||
Restructuring charges, total | 1.2 | |||
General and Administrative Expense | ||||
Restructuring charges, total | 3.7 | |||
Sales and Marketing Expense | ||||
Restructuring charges, total | $ 0.7 | |||
Employee Severance | ||||
Restructuring charges, total | 1.5 | 2.5 | ||
Accelerated Non-Cash Stock Option Expense | ||||
Restructuring charges, total | $ 0.1 | $ 3.1 | ||
2021 Restructuring Plan | Employee Severance | ||||
Payments for restructuring charges | $ 1.3 | |||
2020 Restructuring Plan | Employee Severance | ||||
Payments for restructuring charges | $ 2.5 |
Secured Notes to Related Party
Secured Notes to Related Party - Additional Information (Details) - USD ($) | Jul. 29, 2011 | May 31, 2021 | Apr. 30, 2011 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Net proceeds from convertible notes financing | $ 148,963,000 | |||||
Amortization of debt issuance costs | 119,000 | |||||
Amortization of debt discount | $ 785,000 | $ 1,429,000 | $ 1,050,000 | |||
Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Initial conversion price/rate | $ 15.276 | |||||
Issuance of common stock on conversion of notes (in shares) | 9,800,000 | 9,849,000 | 32,000 | |||
Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt issuable in connection with private placement | $ 150,000,000 | |||||
Net proceeds from convertible notes financing | $ 149,000,000 | |||||
Debt instrument, interest rate | 1.50% | |||||
Debt instrument, maturity date | May 26, 2026 | |||||
Debt instrument, frequency of periodic payment | semi-annually | |||||
Debt instrument, date of first required payment | Dec. 15, 2021 | |||||
Initial conversion price/rate | $ 65.4620 | |||||
Debt instrument conversion ratio multiple of principal | $ 1,000 | |||||
Common shares registered for resale in connection with convertible notes | 12,400,000 | |||||
Debt issuance costs incurred | $ 1,000,000 | |||||
Effective interest rate | 1.60% | |||||
Interest expense | $ 1,400,000 | |||||
Interest expense, debt, excluding amortization | 1,300,000 | |||||
Amortization of debt issuance costs | 100,000 | |||||
Carrying value of debt | 149,100,000 | |||||
Debt instrument, face amount | 150,000,000 | |||||
Debt issuance costs | 900,000 | |||||
Notes | Redemption Between May 24, 2024 and May 24, 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption period, stock price exceeds in percentage of conversion price | 250.00% | |||||
Notes | Redemption On or After May 24, 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, redemption period, stock price exceeds in percentage of conversion price | 200.00% | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt issuable in connection with private placement | $ 4,500,000 | |||||
Net proceeds from convertible notes financing | $ 4,300,000 | |||||
Debt instrument, interest rate | 6.00% | |||||
Debt instrument, maturity date | May 2, 2021 | |||||
Debt instrument conversion ratio multiple of principal | $ 1,000 | |||||
Common shares registered for resale in connection with convertible notes | 3,500,000 | |||||
Interest expense, debt, excluding amortization | 200,000 | 400,000 | $ 400,000 | |||
Carrying value of debt | $ 0 | |||||
Debt instrument, term | 10 years | |||||
Paid-in-kind interest | 200,000 | |||||
Debt instrument, additional debt discount | 200,000 | |||||
Amortization of debt discount | $ 800,000 | $ 1,400,000 | $ 1,100,000 | |||
Convertible Notes | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, number of shares issued for convertible notes | 1,250 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Oct. 31, 2019 | Jun. 30, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | ||||||
Proceeds from issuance of common stock | $ 162,200,000 | $ 162,151,000 | ||||
Share-based Payment Arrangement, Option | ||||||
Class Of Stock [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 806,244 | |||||
Share-based compensation arrangements by share-based payment award, options, forfeitures in period, weighted average exercise price | $ 20.51 | |||||
Share-based compensation arrangement by share-based payment award, options, expirations in period | 846,350 | |||||
Share-based compensation arrangements by share-based payment award, options, expirations in period, weighted average exercise price | $ 22.81 | |||||
Pre-funded Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 600,000 | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | |||||
Class of warrant or right, expiration date | Jun. 30, 2021 | |||||
Class of warrant or right, exercised during period | 195,574 | 267,870 | 132,130 | |||
Proceeds from issuance of warrants | $ 0 | $ 2,679,000 | $ 1,321,000 | |||
Class of warrant or right, outstanding | 0 | |||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares issued | 9,900,000 | 9,857,000 | ||||
Share price | $ 17.50 | |||||
Payments of stock issuance costs | $ 10,300,000 | |||||
Issuance of common stock on exercise of warrants (in shares) | 195,000 | 267,000 | 132,000 | |||
Common Stock | Pre-funded Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of common stock on exercise of warrants (in shares) | 195,461 | 267,870 | 132,130 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders Equity Note [Abstract] | ||
Stock options outstanding | 18,943,937 | 18,912,529 |
Restricted stock units outstanding | 2,803,000 | |
Stock options available for grant | 869,000 | |
Employee Stock Purchase Plan | 201,000 | |
Shares of common stock underlying convertible notes outstanding (see Note 8) | 9,819,000 | |
Total shares reserved for future issuance | 32,636,000 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2021 | Jun. 30, 2019 | Jun. 30, 2017 | Jun. 30, 2016 | May 31, 2015 | May 31, 2014 | Jun. 30, 2011 | May 31, 2010 | May 31, 2009 | Dec. 31, 2007 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 1997 | |
Class Of Stock [Line Items] | ||||||||||||||
Share-based compensation arrangements by share-based payment award, options, exercises in period, weighted average exercise price | $ 15.29 | |||||||||||||
Common stock, shares, issued, total | 102,005,000 | 91,310,000 | ||||||||||||
Common stock, capital shares reserved for future issuance | 32,636,000 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 869,000 | |||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term | 6 years 7 months 6 days | |||||||||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 0.7 | $ 3.2 | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 1.7 | $ 69.1 | ||||||||||||
Common stock future issuance on exercise of outstanding options and vesting of outstanding restricted stock units granted | 21,747,130 | |||||||||||||
Total unrecognized compensation cost related to non-vested, stock-based payment awards | $ 99.7 | |||||||||||||
Total unrecognized compensation cost, expect to recognize over weighted average period | 2 years 9 months 18 days | |||||||||||||
Restricted Stock Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 10,000 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 200,000 | 300,000 | 200,000 | 100,000 | 100,000 | 25,000 | 25,000 | 10,000 | 5,000 | 975,000 | ||||
Share-based compensation arrangement by share-based payment award maximum employee earnings with held to purchase common stock percent | 10.00% | |||||||||||||
Share-based compensation arrangement by share-based payment award discount on stock price | 85.00% | |||||||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 175,228 | 193,841 | 125,727 | |||||||||||
Share-based compensation arrangements by share-based payment award, options, exercises in period, weighted average exercise price | $ 12.21 | $ 11.95 | $ 16.77 | |||||||||||
Common stock, shares, issued, total | 773,978 | |||||||||||||
Common stock, capital shares reserved for future issuance | 201,022 | |||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 7.10 | 9.76 | 14.70 | |||||||||||
Share-based compensation arrangement by share-based payment award, per share weighted-average fair value price of shares purchased | $ 3.64 | $ 5.18 | $ 5.94 | |||||||||||
Expected life | 6 months | |||||||||||||
Equity Incentive Plan 2007 | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 150,000 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 2,000,000 | 7,000,000 | 5,000,000 | 3,000,000 | 4,300,000 | 1,750,000 | 4,500,000 | 100,000 | 27,800,000 | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 868,880 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option Plan Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares outstanding | shares | 18,912,529 |
Number of shares granted | shares | 2,053,980 |
Number of shares exercised | shares | (369,978) |
Number of shares cancelled | shares | (1,652,594) |
Number of shares outstanding | shares | 18,943,937 |
Number of shares outstanding, weighted average exercise price | $ / shares | $ 19.59 |
Number of shares granted, weighted average exercise price | $ / shares | 12.39 |
Number of shares exercised, weighted average exercise price | $ / shares | 15.29 |
Number of shares cancelled, weighted average exercise price | $ / shares | 21.69 |
Number of shares outstanding, weighted average exercise price | $ / shares | $ 18.71 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares outstanding | shares | 602,741 |
Number of shares granted | shares | 2,448,957 |
Number of shares released | shares | (154,487) |
Number of shares forfeited | shares | (94,018) |
Number of shares outstanding | shares | 2,803,193 |
Number of shares outstanding, weighted average grant date fair value | $ / shares | $ 15.84 |
Number of shares granted, weighted average grant date fair value | $ / shares | 10.86 |
Number of shares released, weighted average grant date fair value | $ / shares | 15.98 |
Number of shares forfeited, weighted average grant date fair value | $ / shares | 15.07 |
Number of shares outstanding, weighted average grant date fair value | $ / shares | $ 11.51 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Options Exercisable, Vested or Expected to Vest (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||
Options exercisable at end of year | 12,243,887 | 10,237,202 | 7,436,379 |
Options vested or expected to vest | 18,416,243 | 18,179,553 | 15,962,432 |
Options exercisable at end of year, weighted average exercise price | $ 19.13 | $ 18.74 | $ 17.02 |
Options vested or expected to vest, weighted average exercise price | $ 18.77 | $ 19.58 | $ 20.31 |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Exercise Prices And Weighted-average Remaining Contractual Lives For Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Options Outstanding (in shares) | shares | 18,943,937 |
Weighted- Average Remaining Contractual Life (Year) | 6 years 7 months 2 days |
Weighted- Average Exercise Price (in dollars per share) | $ 18.71 |
Options Exercisable (in shares) | shares | 12,243,887 |
Weighted- Average Exercise Price of Options Exercisable | $ 19.13 |
Exercise Price Range 1 | |
Options Outstanding (in shares) | shares | 2,697,794 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 7.20 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 10.55 |
Weighted- Average Remaining Contractual Life (Year) | 5 years 3 months 10 days |
Weighted- Average Exercise Price (in dollars per share) | $ 9.09 |
Options Exercisable (in shares) | shares | 1,598,055 |
Weighted- Average Exercise Price of Options Exercisable | $ 8.17 |
Exercise Price Range 2 | |
Options Outstanding (in shares) | shares | 2,266,285 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 10.64 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 15.55 |
Weighted- Average Remaining Contractual Life (Year) | 5 years 10 months 2 days |
Weighted- Average Exercise Price (in dollars per share) | $ 13.40 |
Options Exercisable (in shares) | shares | 1,663,593 |
Weighted- Average Exercise Price of Options Exercisable | $ 13.39 |
Exercise Price Range 3 | |
Options Outstanding (in shares) | shares | 3,307,235 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 15.22 |
Weighted- Average Remaining Contractual Life (Year) | 8 years 6 months 14 days |
Weighted- Average Exercise Price (in dollars per share) | $ 15.71 |
Options Exercisable (in shares) | shares | 1,035,174 |
Weighted- Average Exercise Price of Options Exercisable | $ 15.70 |
Exercise Price Range 4 | |
Options Outstanding (in shares) | shares | 2,824,254 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 15.75 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 18.88 |
Weighted- Average Remaining Contractual Life (Year) | 5 years 8 months 23 days |
Weighted- Average Exercise Price (in dollars per share) | $ 16.94 |
Options Exercisable (in shares) | shares | 2,518,197 |
Weighted- Average Exercise Price of Options Exercisable | $ 16.91 |
Exercise Price Range 5 | |
Options Outstanding (in shares) | shares | 3,045,374 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 18.26 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 24.97 |
Weighted- Average Remaining Contractual Life (Year) | 6 years 6 months 21 days |
Weighted- Average Exercise Price (in dollars per share) | $ 23.04 |
Options Exercisable (in shares) | shares | 2,276,351 |
Weighted- Average Exercise Price of Options Exercisable | $ 23.17 |
Exercise Price Range 6 | |
Options Outstanding (in shares) | shares | 3,102,637 |
Exercise Prices | $ 25.02 |
Weighted- Average Remaining Contractual Life (Year) | 7 years 9 months 3 days |
Weighted- Average Exercise Price (in dollars per share) | $ 25.02 |
Options Exercisable (in shares) | shares | 1,619,032 |
Weighted- Average Exercise Price of Options Exercisable | $ 25.02 |
Exercise Price Range 7 | |
Options Outstanding (in shares) | shares | 1,700,358 |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 25.06 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 39 |
Weighted- Average Remaining Contractual Life (Year) | 5 years 2 months 23 days |
Weighted- Average Exercise Price (in dollars per share) | $ 30.53 |
Options Exercisable (in shares) | shares | 1,533,485 |
Weighted- Average Exercise Price of Options Exercisable | $ 30.52 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Stock-Based Compensation Expense related to Stock-Based Payment Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 46,851 | $ 50,218 | $ 51,411 |
Research and Development Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 19,482 | 20,731 | 19,202 |
General and Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 11,816 | 15,601 | 13,564 |
Sales and Marketing Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 15,553 | $ 13,886 | $ 18,645 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Fair Value of Option Grant and ESPP Purchase Right on Grant Date Using Black-Scholes Option Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.10% | 0.50% | 1.80% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 62.60% | 69.40% | 66.50% |
Expected life | 6 years | 6 years | 6 years |
Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.10% | 0.10% | 1.90% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 46.90% | 67.70% | 52.10% |
Expected life | 6 months | 6 months | 6 months |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | 50.00% | 50.00% |
Defined contribution plan, maximum annual contributions by employer per employee, amount | $ 8,700 | $ 8,550 | $ 8,400 |
Defined contribution plan, cost | $ 1,300,000 | $ 1,100,000 | $ 1,000,000 |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | 3.00% | 3.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | $ (46,343) | $ (47,728) | $ (42,997) |
State tax, net of federal benefit | (8,683) | (8,218) | (9,823) |
Research and development credits | (4,173) | (4,327) | (4,855) |
Stock-based compensation expense | 4,584 | 4,675 | 2,906 |
Non-deductible compensation | 1,970 | 1,455 | 4,720 |
Change in valuation allowance | 51,459 | 53,621 | 49,479 |
Other | 1,186 | 522 | 570 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 294,189 | $ 251,971 |
Research and development credits | 55,789 | 49,683 |
Stock-based compensation | 23,342 | 20,211 |
Lease liabilities | 2,564 | 4,330 |
Other | 3,953 | 3,777 |
Total gross deferred tax assets | 379,837 | 329,972 |
Deferred tax liabilities: | ||
Right-of-use lease assets | (2,420) | (4,014) |
Total gross deferred tax liabilities | (2,420) | (4,014) |
Valuation allowance | $ (377,417) | $ (325,958) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jun. 29, 2020 | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 55,789,000 | $ 49,683,000 | ||||
Unrecognized Tax Benefits, Ending Balance | 9,631,000 | $ 7,406,000 | $ 4,784,000 | $ 2,385,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | |||||
Net operating loss carryback period | 5 years | |||||
Suspension of taxable income limitation percentage for operating loss carryforward | 80.00% | |||||
California Franchise Tax Board | Minimum | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Adjusted gross income for disallowance of net operating loss deductions | $ 1,000,000 | |||||
California Franchise Tax Board | Maximum | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Business credit offset amount | $ 5,000,000 | |||||
Domestic Tax Authority | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating Loss Carryforwards, Total | 1,200,000,000 | |||||
Expiring Operating Loss Carryforwards | $ 547,400,000 | |||||
Net operating loss carryforwards expiration year | 2021 | |||||
Indefinite Operating Loss Carryforwards | $ 664,200,000 | |||||
Taxable income limitation percentage for operating loss carryforward | 80.00% | |||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 45,300,000 | |||||
Research and development credit carryforwards expiration year | 2022 | |||||
State and Local Jurisdiction | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating Loss Carryforwards, Total | $ 743,400,000 | |||||
Net operating loss carryforwards expiration year | 2028 | |||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 20,400,000 | |||||
Research and development credit carryforwards expiration year | 2023 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 7,406 | $ 4,784 | $ 2,385 |
Additions for tax positions of prior years | 107 | 341 | 147 |
Additions based on tax positions related to current year | 2,118 | 2,281 | 2,252 |
Balance at end of year | $ 9,631 | $ 7,406 | $ 4,784 |