0001558370-21-014621 | 10-Q | XBRL Viewer

License, collaboration and commercial agreements (Tables)

9 Months Ended

Sep. 30, 2021

License, collaboration and commercial agreements

The following table presents changes in the Company’s contract asset for the nine months ended September 30, 2021 (in thousands):


Contract Asset:	Balance at December 31, 2020		Additions		Reclassification to receivable		Balance at September 30, 2021
Contract asset - Secura		—		152		(22)		130
Total	$	—	$	152	$	(22)	$	130

Net (loss) income per share (Tables)

9 Months Ended

Sep. 30, 2021

Net (loss) income per share

Schedule of computation of basic and diluted net loss income per share


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Numerator
Net (loss) income	(22,786)	13,138	(54,719)	(47,862)

Denominator
Weighted average shares outstanding - basic	179,861	169,510	174,524	147,766

Effect of dilutive securities:
Restricted Stock Units	—	137	—	—
Stock Options	—	86	—	—
Employee Stock Purchase Plan	—	27	—	—
Weighted average shares outstanding - diluted	179,861	169,760	174,524	147,766

Net (loss) income per share - basic	(0.13)	0.08	(0.31)	(0.32)
Net (loss) income per share - diluted	(0.13)	0.08	(0.31)	(0.32)

Schedule of potentially anti-dilutive securities excluded from calculation of diluted net loss per share


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Outstanding stock options	12,947,009	11,613,978	12,947,009	12,912,267
Outstanding restricted stock units	1,749,979	807,566	1,749,979	3,758,548
2018 Notes	41,873	3,950,032	41,873	3,950,032
Employee stock purchase plan	29,328	—	29,328	105,533
Total potentially dilutive securities	14,768,189	16,371,576	14,768,189	20,726,380

Product revenue reserves and allowances (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Product revenue reserves and allowances
Product revenue reserves and allowances at beginning	$ 121
Credits and payments made	(121)
Trade discounts and allowances
Product revenue reserves and allowances
Product revenue reserves and allowances at beginning	23
Credits and payments made	(23)
Government rebates and other incentives
Product revenue reserves and allowances
Product revenue reserves and allowances at beginning	67
Credits and payments made	(67)
Returns
Product revenue reserves and allowances
Product revenue reserves and allowances at beginning	31
Credits and payments made	$ (31)

Investments (Tables)

9 Months Ended

Sep. 30, 2021

Investments

Schedule of cash, cash equivalents and investments

Cash, cash equivalents, restricted cash and investments consist of the following (in thousands):


	September 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	24,555	$	—	$	—	$	24,555
Total cash, cash equivalents & restricted cash:	$	24,555	$	—	$	—	$	24,555
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)	$	79,076	$	28	$	(2)	$	79,102
Total investments	$	79,076	$	28	$	(2)	$	79,102
Total cash, cash equivalents, restricted cash and investments	$	103,631	$	28	$	(2)	$	103,657


	December 31, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	63,024	$	—	$	—	$	63,024
Corporate bonds, agency bonds and commercial paper (due within 90 days)		4,998	$	1	$	—	$	4,999
Total cash, cash equivalents & restricted cash:	$	68,022	$	1	$	—	$	68,023
Investments:
Corporate bonds and commercial paper (due within 1 year)	$	73,389	$	55	$	—	$	73,444
Corporate bonds and commercial paper (due between 1 and 5 years)		5,998		—		(3)		5,995
Total investments	$	79,387	$	55	$	(3)	$	79,439
Total cash, cash equivalents, restricted cash and investments	$	147,409	$	56	$	(3)	$	147,462

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 24,314	$ 67,782
Short-term investments	79,102	73,444
Accounts receivable, net	105	239
Prepaid expenses and other current assets	5,236	3,473
Total current assets	108,757	144,938
Property and equipment, net	240	416
Right-of-use asset, net	2,416	2,726
Restricted cash	241	241
Long-term investments		5,995
Other assets	223	33
Total assets	111,877	154,349
Current liabilities:
Accounts payable	641	1,875
Accrued expenses	12,257	14,660
Lease liability, short-term	638	558
Total current liabilities	13,536	17,093
Non-current liabilities:
Convertible senior notes	243	19,051
Lease liability, long-term	2,443	2,931
Total liabilities	16,222	39,075
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
Common stock, $0.0001 par value; 300,000 shares authorized, 182,155 and 170,456 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	18	17
Additional paid-in capital	742,840	707,715
Accumulated other comprehensive income	27	53
Accumulated deficit	(647,230)	(592,511)
Total stockholders' equity	95,655	115,274
Total liabilities and stockholders' equity	$ 111,877	$ 154,349

Convertible Senior Notes

9 Months Ended

Sep. 30, 2021

Convertible Senior Notes

Convertible Senior Notes

9. Convertible Senior Notes

2018 Notes

On October 17, 2018, the Company closed a registered direct public offering of $150.0 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2048 (the 2018 Notes). The 2018 Notes are governed by the terms of a base indenture for senior debt securities (the 2018 Base Indenture), as supplemented by the first supplemental indenture thereto (the 2018 Notes Supplemental Indenture and together with the 2018 Base Indenture, the 2018 Indenture), each dated October 17, 2018, by and between the Company and Wilmington Trust, National Association, as trustee. The 2018 Notes are senior unsecured obligations of the Company and bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2019. The 2018 Notes will mature on November 1, 2048, unless earlier repurchased, redeemed or converted in accordance with their terms.

The 2018 Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, together, if applicable, with cash in lieu of any fractional share, at an initial conversion rate of 139.5771 shares of common stock per $1,000 principal amount of the 2018 Notes, which corresponds to an initial conversion price of approximately $7.16 per share of common stock and represents a conversion premium of approximately 15.0% above the last reported sale price of the common stock of $6.23 per share on October 11, 2018. Upon conversion, converting noteholders will be entitled to receive accrued interest on their converted 2018 Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends, but will not be adjusted for any accrued and unpaid interest.

The Company has the right, exercisable at its option, to cause all Notes then outstanding to be converted automatically if the “Daily VWAP” (as defined in the 2018 Indenture) per share of the Company’s common stock equals or exceeds 130% of the conversion price on each of at least 20 VWAP Trading Days (as defined in the 2018 Indenture), whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2018 Notes.

The 2018 Indenture includes customary covenants and sets forth certain events of default after which the 2018 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or certain of its subsidiaries after which the 2018 Notes become automatically due and payable.

The Company assessed all terms and features of the 2018 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2018 Notes, including the conversion, put and call features. The conversion feature was initially bifurcated as an embedded derivative but subsequently qualified for a scope exception to derivative accounting upon the Company’s stockholders approving an increase in the number of authorized shares of Common Stock in December 2018. The Company determined that all other features of the 2018 Notes were clearly and closely associated with the debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company’s condensed consolidated financial statements. The Company reassesses the features on a quarterly basis to determine if they require separate accounting. There have been no changes to the Company’s original assessment through September 30, 2021.

2019 Notes

On November 14, 2019 and December 23, 2019, the Company entered into privately negotiated agreements to exchange approximately $114.3 million and $7.4 million, respectively, aggregate principal amount of the 2018 Notes for (i) approximately $62.9 million and $4.0 million, respectively, aggregate principal amount of 5.00% Convertible Senior Second Lien Notes due 2048 (the 2019 Notes), (ii) an aggregate of approximately $11.4 million and $0.7 million in 2018 Notes principal repayment and (iii) accrued interest on the 2018 Notes through November 14, 2019 and December 23, 2019, respectively. The 2019 Notes were governed by the terms of an indenture (the 2019 Indenture). The 2019 Notes were senior secured obligations of the Company and bear interest at 5.00% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The 2019 Notes will mature on November 1, 2048, unless earlier repurchased, redeemed or converted in accordance with the terms thereof. During the first quarter of 2020, 2019 Note holders converted $57.4 million aggregate principal of 2019 Notes in exchange for 34,796,350 shares of common stock and $1.8 million of cash for the 2019 Note Interest Make-Whole Provision. The Company recorded approximately $1.3 million in the first quarter of 2020 as other expense for the change in fair value of the 2019 Notes Interest Make-Whole Provision in the condensed consolidated statements of operations and comprehensive (loss) income. The Company determined that all other features of the 2019 Notes were clearly and closely associated with a debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company's condensed consolidated financial statements. As of March 31, 2020, all 2019 Notes have converted into shares of common stock.

The 2019 Notes were convertible into shares of the Company’s common stock, par value $0.0001 per share, together, if applicable, with cash in lieu of any fractional share, at an initial conversion rate of 606.0606 shares of common stock per $1,000 principal amount of the 2019 Notes, which corresponds to an initial conversion price of approximately $1.65 per share of common stock and represents a conversion premium of approximately 52.8% above the last reported sale price of the Company’s common stock of $1.08 per share on November 11, 2019.

The Company had the right, exercisable at the Company’s option, to cause all 2019 Notes then outstanding to be converted automatically if the “Daily VWAP” (as defined in the 2019 Indenture) per share of the Company’s common stock equaled or exceeded 121% of the conversion price on each of at least 20 VWAP Trading Days, whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2019 Notes. (Company’s 2019 Notes Mandatory Conversion Option).

Upon conversion, converting noteholders were entitled to receive accrued interest on their converted 2019 Notes. In addition, if the 2019 Notes were converted with a conversion date that is on or prior to November 1, 2020, other than in connection with the Company’s exercise of the Company’s 2019 Notes Mandatory Conversion Option then the consideration due upon any such conversion will also include a cash interest make-whole payment for all future scheduled interest payments on the converted 2019 Notes through November 1, 2020 (2019 Notes Interest Make-Whole Provision).

The Company assessed all terms and features of the 2019 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2019 Notes, including the conversion, put and call features. In consideration of the 2019 Notes Interest Make-Whole Provision, the Company concluded the provision required bifurcation as a derivative. It was determined that the fair value of the derivative upon the November 14, 2019 and December 23, 2019 issuance of the 2019 Notes was $0.2 million in the aggregate; and the Company recorded this amount as a derivative liability and the offsetting amount as a debt discount as a reduction to the carrying value of the 2019 Notes on the closing dates.

During the first quarter of 2020, 2019 Note holders converted $57.4 million aggregate principal of 2019 Notes in exchange for 34,796,350 shares of common stock and $1.8 million of cash for the 2019 Note Interest Make-Whole Provision. The Company recorded $1.3 million for the nine months ended September 30, 2020 as other expense for the change in fair value of the 2019 Notes Interest Make-Whole Provision in the condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2020, all 2019 Notes have converted into shares of common stock.

2020 Notes

On November 6, 2020, the Company entered into a privately negotiated agreement with an investor who is a holder of the Company’s 2018 Notes to exchange approximately $28.0 million aggregate principal amount of 2018 Notes for approximately $28.0 million aggregate principal amount of newly issued 2020 Notes. The issuance of the 2020 Notes closed on November 13, 2020. The 2020 Notes were governed pursuant to the Base Indenture between the Company and Wilmington Trust, National Association, as trustee and collateral agent, dated as of October 17, 2018 as supplemented by the second supplemental indenture thereto, dated as of November 13, 2020, (the 2020 Notes Supplemental Indenture and together with the Base Indenture, the 2020 Indenture).

The Company had the right, exercisable at its option, to cause all 2020 Notes then outstanding to be converted automatically if the “Daily VWAP” (as defined in the 2020 Indenture) per share of the Company’s common stock equaled or exceeded 123.08% of the conversion price on each of at least 20 “VWAP Trading Days” (as defined in the 2020 Indenture), whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2020 Notes (2020 Notes Mandatory Conversion Option).

The initial conversion rate for the 2020 Notes was 307.6923 shares of the Company’s common stock per $1,000 principal amount of the 2020 Notes, which is equivalent to an initial conversion price of approximately $3.25 per share, representing an approximately 153.9% premium to the sale price of $1.28 per share of the Company’s common stock on November 5, 2020, as reported on the Nasdaq Global Market. The conversion rate was subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends, but was not subject to adjustment for any accrued and unpaid interest.

Prior to November 1, 2023, the Company did not have the right to redeem the 2020 Notes. On or after November 1, 2023, the Company had the option to redeem the 2020 Notes, in whole or in part, at a cash redemption price equal to the principal amount of the 2020 Notes to be redeemed, plus accrued and unpaid interest, if any.

Unless the Company had previously called all outstanding 2020 Notes for redemption, the 2020 Notes were subject to repurchase by the Company at the holders’ option on each of November 1, 2023, November 1, 2028, November 1, 2033, November 1, 2038 and November 1, 2043 (or, if any such date is not a business day, on the next

business day) at a cash repurchase price equal to the principal amount of the 2020 Notes to be repurchased, plus accrued and unpaid interest, if any.

If a Fundamental Change (as defined in the 2020 Indenture) occurred at any time, subject to certain conditions, holders could have required the Company to purchase all or any portion of their 2020 Notes at a purchase price equal to 100% of the principal amount of the 2020 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the “Fundamental Change Repurchase Date” (as defined in the 2020 Indenture). If a “Make-Whole Fundamental Change” (as defined in the 2020 Indenture) occurred on or before November 1, 2022 and a holder elected to convert its 2020 Notes in connection with such Make-Whole Fundamental Change, such holder was entitled to an increase in the conversion rate in certain circumstances as set forth in the 2020 Indenture.

The 2020 Notes were the Company’s senior unsecured obligations and were senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2020 Notes, and equal in right of payment with the Company’s existing and future indebtedness that is not so subordinated, and effectively subordinated to the Company’s existing and future indebtedness, to the extent of the value of the collateral securing such indebtedness. The 2020 Notes were structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Company determined the 2020 Notes exchange met the definition of a debt modification under ASC 470-50, Modifications and Extinguishments. The Company reduced the carrying value of the 2020 Notes by the change in fair value of the conversion option driven by the reduction in conversion price. The change in fair value of the conversion option was determined to be $2.3 million.

The Company determined that all features of the 2020 Notes were clearly and closely associated with a debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company's condensed consolidated financial statements.

On July 1, 2021, the Company exercised the Company’s 2020 Notes Mandatory Conversion Option for the aggregate principal amount of $28.0 million of the Company’s 2020 Notes. On July 16, 2021, the aggregate principal of $28.0 million of 2020 Notes was converted into 8,615,384 shares of common stock. As a result, as of September 30, 2021, all 2020 Notes have converted into shares of common stock. Upon conversion of the 2020 Notes, holders received a cash payment equal to the accrued and unpaid interest on the converted 2020 Notes. Pursuant to ASC 815-15-40-1, upon conversion, the Company recorded the remaining discount on the 2020 Notes of $7.8 million as interest expense in the statements of operations and comprehensive (loss) income during the three and nine months ended September 30, 2021.

Nature of business (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Nature of business
Cash, cash equivalents, restricted cash and investments	$ 103,400
Accumulated deficit	$ (647,230)	$ (592,511)

Leases - Balance sheet and other information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Leases
Right-of use asset	$ 2,416		$ 2,416		$ 2,726
Lease liability	3,081		3,081
Lease Expense
Operating lease expense	221	$ 221	664	$ 664
Total Lease Expense	221	221	664	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$ 257	$ 252	$ 761	$ 703
Weighted average remaining lease term (in years)	3 years 9 months 18 days		3 years 9 months 18 days
Weighted average discount rate	14.60%		14.60%
Maturity Analysis
2021	$ 257		$ 257
2022	1,039		1,039
2023	1,060		1,060
2024	1,081		1,081
2025	546		546
Total	3,983		3,983
Less: Present value discount	(902)		(902)
Lease Liability	$ 3,081		$ 3,081

Net (loss) income per share - Basic and Diluted Net (Loss) Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Computation of basic and diluted net income (loss) per share:
Net (loss) income	$ (22,786)	$ (16,902)	$ (15,031)	$ 13,138	$ (23,010)	$ (37,990)	$ (54,719)	$ (47,862)
Weighted average shares outstanding - basic	179,861			169,510			174,524	147,766
Weighted average shares outstanding - diluted	179,861			169,760			174,524	147,766
Net (loss) income per share-basic	$ (0.13)			$ 0.08			$ (0.31)	$ (0.32)
Net (loss) income per share-diluted	$ (0.13)			$ 0.08			$ (0.31)	$ (0.32)
Restricted stock units
Computation of basic and diluted net income (loss) per share:
Effect of dilutive securities				137
Stock options
Computation of basic and diluted net income (loss) per share:
Effect of dilutive securities				86
Employee Stock Purchase Plan
Computation of basic and diluted net income (loss) per share:
Effect of dilutive securities				27

Stock-based compensation - Restricted Stock (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Shares
Unvested at the beginning of the period (in shares) \| shares	2,649,317
Granted (in shares) \| shares	795,962
Vested (in shares) \| shares	(1,426,160)
Forfeited (in shares) \| shares	(269,140)
Unvested at the end of the period (in shares) \| shares	1,749,979
Weighted-average grant date fair value
Unvested at the beginning of the period (in dollars per share) \| $ / shares	$ 1.73
Granted (in dollars per share) \| $ / shares	2.76
Vested (in dollars per share) \| $ / shares	1.40
Forfeited/cancelled (in dollars per share) \| $ / shares	2.11
Unvested at the end of the period (in dollars per share) \| $ / shares	$ 2.41

Summary of significant accounting policies

9 Months Ended

Sep. 30, 2021

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 18, 2021.

Significant Accounting Policies

The significant accounting policies are described in Note 2. Significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. During the nine months ended September 30, 2021, the Company did not adopt any additional significant accounting policies except as outlined within “Recently Adopted Accounting Standards Updates” section immediately below.

Recently Adopted Accounting Standards Updates

In December 2019, the FASB issued Accounting Standard Update (ASU) No 2019-12, Simplifying Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations, calculating income taxes in interim periods, and adds certain guidance to remove complexity in certain areas. ASU 2019-12 is effective for all entities for annual and interim periods beginning after December 15, 2020. In the first quarter of 2021, the Company adopted ASU 2019-12. The provisions related to intraperiod tax allocation and interim recognition of enactment of tax laws are being adopted on a prospective basis. The adoption of ASU 2019-12 did not have an effect on the Company’s condensed financial statements or disclosures.

Recently Issued Accounting Standards Updates

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives (Topic 815), and Leases (Topic 842). This ASU delayed the required adoption for SEC filers that are smaller reporting companies as of their determination on November 15, 2019, until annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company has determined that as of November 15, 2019, it is a smaller reporting company and has not elected to early adopt this standard. The Company is currently evaluating the impact the adoption of the standard will have on its condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (ASU 2020-

06). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures.

Concentrations of credit risk and off-balance sheet risk

Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of September 30, 2021 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.

As of September 30, 2021 there was one customer, Secura, that made up more than 60% of the Company’s accounts receivable balance. The Company assesses the creditworthiness of all its customers and sets and reassesses customer credit limits to ensure collectability of any accounts receivable balances are assured.

For the three and nine months ended September 30, 2021, there was one customer, Secura, who individually accounted for all of the Company’s revenue. Refer to Note 13. License, collaboration, and commercial agreements for a detailed discussion of the Secura APA.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2020	Mar. 31, 2020
At-the-market equity offering program
Issuance of common stock, issuance costs	$ 55
Private Investment in Public Equity (PIPE)
Issuance of common stock, issuance costs		$ 6,171

Accrued expenses (Tables)

9 Months Ended

Sep. 30, 2021

Accrued expenses

Schedule of accrued expenses

Accrued expenses consist of the following (in thousands):


	September 30, 2021		December 31, 2020
Research and development expenses	$	7,384	$	5,176
Compensation and related benefits		2,807		5,930
Professional fees		662		615
Consulting fees		357		1,091
Interest		6		236
Commercialization costs		42		330
Other		999		1,282
Total accrued expenses	$	12,257	$	14,660

Stock-based compensation - Stock Options (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Shares
Outstanding at the beginning of the period (in shares)	12,690,745
Granted (in shares)	1,652,863
Exercised (in shares)	(565,891)
Forfeited/cancelled (in shares)	(830,708)
Outstanding at the end of the period (in shares)	12,947,009		12,690,745
Vested at the end of the period (in shares)	8,454,091
Weighted-average exercise price per share
Outstanding at the beginning of the period (in dollars per share)	$ 3.90
Granted (in dollars per share)	2.78
Exercised (in dollars per share)	1.59
Forfeited/cancelled (in dollars per share)	3.71
Outstanding at the end of the period (in dollars per share)	3.87		$ 3.90
Vested at the end of the period (in dollars per share)	$ 4.54
Weighted-average remaining contractual term
Outstanding at the end of the period	6 years 1 month 6 days		6 years 6 months
Vested at the end of the period	4 years 9 months 18 days
Aggregate intrinsic value
Outstanding at the beginning of the period (in dollars)	$ 3,390
Outstanding at the end of the period (in dollars)	10,140		$ 3,390
Vested at the end of the period (in dollars)	$ 6,720
Assumptions used to estimate fair value of each stock-based award on the grant date
Risk-free interest rate (as a percent)	0.76%	0.75%
Volatility (as a percent)	95.00%	94.00%
Dividend yield (as a percent)	0.00%	0.00%
Expected term	5 years 10 months 24 days	5 years 9 months 18 days

Significant accounting policies - Concentration of Credit Risk (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 customer	Sep. 30, 2021 customer Institution
Concentrations of credit risk and off-balance sheet risk
Off-balance sheet concentrations of credit risk description		As of September 30, 2021 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.
Number of financial institutions in which cash, cash equivalents and investments were deposited \| Institution		3
Trade accounts receivable \| Credit Concentration Risk \| Secura
Concentrations of credit risk and off-balance sheet risk
Number of customer		1
Trade accounts receivable \| Credit Concentration Risk \| Secura \| Minimum
Concentrations of credit risk and off-balance sheet risk
Percentage		60.00%
Revenue \| Customer Concentration Risk \| Secura
Concentrations of credit risk and off-balance sheet risk
Number of customer	1	1

License, collaboration and commercial agreements - Secura Bio Inc (Details) $ in Thousands		1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 25, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) Milestone	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) Milestone	Sep. 30, 2020 USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized			$ 2		$ 78,647	$ 1,508	$ 88,010
Cost of sales - sale of COPIKTRA license and related assets					31,187		31,187
Copiktra license and related assets
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized					70,000	902	70,000
Transition Services Revenue
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized			2			606
License and Collaboration Agreement \| Secura
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Upfront payment		$ 70,000
Regulatory milestone payments				$ 800
Milestone payments receivable upon approval of COPIKTRA		35,000			35,000		35,000
Milestone payments receivable upon approval for commercial sale		10,000			10,000		10,000
Threshold sales to trigger royalty payments		$ 100,000
Percentage of all royalty, milestone and sublicense revenue payments payable		50.00%
Percentage of all royalty and milestone payments payable under certain jurisdictions		50.00%
Term of agreement		1 year
Number of days written prior notice required for other party to terminate agreement		5 days
Future potential royalties expected to be received			100			100
Cost of sales - sale of COPIKTRA license and related assets					31,200		31,200
Percentage of share on regulatory milestone achieved				50.00%
License and Collaboration Agreement \| Secura \| Copiktra license and related assets
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Regulatory milestone payments			800			800
Revenue recognized			0		70,000	$ 900	70,000
Number of regulatory milestone achieved \| Milestone						1
License and Collaboration Agreement \| Secura \| Transition Services Revenue
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue recognized			$ 0			$ 600
License and Collaboration Agreement \| Secura \| Sales Exceeds $100 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable		$ 10,000			10,000		10,000
Threshold sales to trigger milestone payments		100,000
License and Collaboration Agreement \| Secura \| Sales Exceeds $200 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable		15,000			15,000		15,000
Threshold sales to trigger milestone payments		200,000
License and Collaboration Agreement \| Secura \| Sales Exceeds $300 Million
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Sales milestone receivable		25,000			25,000		25,000
Threshold sales to trigger milestone payments		300,000
License and Collaboration Agreement \| Secura \| Maximum
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Regulatory milestone payments		45,000			45,000		45,000
Sales milestone receivable		$ 50,000			50,000		50,000
License and Collaboration Agreement \| Secura \| Intangible asset
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cost of sales - sale of COPIKTRA license and related assets					19,200		19,200
License and Collaboration Agreement \| Secura \| Duvelisib inventory
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cost of sales - sale of COPIKTRA license and related assets					6,000		6,000
License and Collaboration Agreement \| Secura \| Manufacturing equipment
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cost of sales - sale of COPIKTRA license and related assets					200		200
License and Collaboration Agreement \| Secura \| Duvelisib contract prepaid balances
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cost of sales - sale of COPIKTRA license and related assets					$ 5,800		$ 5,800
License and Collaboration Agreement \| Sanofi
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Maximum aggregate payments entitled to receive if all milestones successfully achieved	$ 42,000
Number of regulatory milestone achieved \| Milestone				1

Cash, cash equivalents and restricted cash

9 Months Ended

Sep. 30, 2021

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

3. Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	24,314	$	67,782
Restricted cash		241		241
Total cash, cash equivalents and restricted cash	$	24,555	$	68,023

Amounts included in restricted cash as of September 30, 2021 and December 31, 2020 represent cash held to collateralize outstanding letters of credit provided as a security deposit for the Company’s office space located in Needham, Massachusetts in the amount of approximately $0.2 million. The letters of credit are included in non-current restricted cash on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020.

Restructurings

9 Months Ended

Sep. 30, 2021

Restructurings

Restructurings

16. Restructurings

On February 27, 2020, following analysis of the Company’s strategy, the Company committed to an operational plan to reduce overall operating expenses, including the elimination of approximately 31 positions across the Company and other cost-saving measures (the February 2020 Restructuring). The February 2020 Restructuring was designed to streamline operations, speed execution of the Company’s clinical development of defactinib and VS-6766, and reflect a focused, account-based approach in the field.

In August 2020, in connection with the duvelisib sale to Secura pursuant to the Secura APA, the Company committed to a strategic restructuring (the August 2020 Restructuring). The restructuring included a workforce reduction of approximately 41 positions primarily in the Company’s commercial operations department.

During the three and nine months ended September 30, 2020, the Company recorded an aggregate expense of $3.0 million and $4.8 million, respectively, which is reflected in the condensed consolidated statements of operation and comprehensive (loss) income as selling general, and administrative expense for $2.9 million and $4.3 million, respectively, and research and development expense for $0.1 million and $0.5 million, respectively, for the February 2020 Restructuring and August 2020 Restructuring for one-time termination benefits for employee severance, benefits, and related costs.

The following table summarizes the accrued liabilities activity recorded in connection with the restructurings for the nine months ended September 30, 2021 (in thousands):


Employee severance, benefits and related costs	Amounts accrued at December 31, 2020		Charges		Amount Paid		Adjustments		Amounts accrued at September 30, 2021
August 2020 Restructuring		1,027		—		(1,027)		—		—
Total	$	1,027	$	—	$	(1,027)	$	—	$	—

Commitments and contingencies

9 Months Ended

Sep. 30, 2021

Commitments and contingencies

Commitments and contingencies

15. Commitments and contingencies

The Company has no other commitments other than minimum lease payments as disclosed in Note 8. Leases.

License, collaboration and commercial agreements - Sanofi (Details) - License and Collaboration Agreement - Sanofi - USD ($) $ in Millions		1 Months Ended	9 Months Ended
	Jul. 25, 2019	Aug. 31, 2019	Sep. 30, 2021
License and collaboration agreements
Proceeds received		$ 5.0
Maximum aggregate payments entitled to receive if all milestones successfully achieved	$ 42.0
Percentage of future milestone payments and royalties entitled			50.00%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating activities
Net loss	$ (54,719)	$ (47,862)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	176	450
Amortization of acquired intangible asset		793
Amortization of right-of-use asset and lease liability	(98)	(38)
Stock-based compensation expense	6,137	5,185
Amortization of deferred financing costs, debt discounts and premiums and discounts on available-for-sale marketable securities	9,287	9,765
Change in fair value of interest make whole provision for 2019 Notes		1,313
Changes in operating assets and liabilities:
Accounts receivable, net	134	(3,161)
Inventory		3,096
Prepaid expenses, other current assets and other assets	(1,834)	1,084
Accounts payable	(1,038)	(4,974)
Accrued expenses and other liabilities	(1,614)	3,951
Other long-term liabilities		(870)
Intangible assets & property, plant and equipment		19,465
Net cash used in operating activities	(43,569)	(11,803)
Investing activities
Purchases of property and equipment	(196)	(33)
Purchases of investments	(53,258)
Maturities of investments	53,475	32,050
Net cash provided by investing activities	21	32,017
Financing activities
Proceeds from the exercise of stock options and employee stock purchase program	1,079	1,940
Interest make-whole payments on the 2019 Notes		(1,763)
Payment of deferred offering costs	(73)
Settlement of restricted stock for tax withholdings	(926)
Proceeds from the issuance of common stock, net		106,059
Net cash provided by financing activities	80	106,236
(Decrease) increase in cash, cash equivalents and restricted cash	(43,468)	126,450
Cash, cash equivalents and restricted cash at beginning of period	68,023	79,262
Cash, cash equivalents and restricted cash at end of period	24,555	205,712
Supplemental disclosure of non-cash investing and financing activities
Common stock issuance costs included in accounts payable and accrued expenses		15
Purchases of property and equipment included in accounts payable and accrued expenses		217
Deferred offering costs included in accounts payable and accrued expenses	46
Settlement of restricted stock units for tax withholdings included in accrued expenses		124
5.00% Convertible Senior Second Lien Notes due 2048
Supplemental disclosure of non-cash investing and financing activities
Conversion of 2019 Notes and 2020 Notes into common stock		$ 57,414
5.00% Convertible Senior Third Lien Notes due 2048
Supplemental disclosure of non-cash investing and financing activities
Conversion of 2019 Notes and 2020 Notes into common stock	$ 28,000

Cash, cash equivalents and restricted cash (Tables)

9 Months Ended

Sep. 30, 2021

Cash, cash equivalents and restricted cash

Schedule of reconciliation of cash, cash equivalents and restricted cash


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	24,314	$	67,782
Restricted cash		241		241
Total cash, cash equivalents and restricted cash	$	24,555	$	68,023

License, collaboration and commercial agreements - Yakult (Details) - License and Collaboration Agreement - Yakult - USD ($) $ in Millions		1 Months Ended	9 Months Ended
	Jun. 05, 2018	Jun. 30, 2018	Sep. 30, 2021
License and collaboration agreements
Proceeds received		$ 10.0
Maximum aggregate payments entitled to receive if all milestones successfully achieved	$ 90.0
Percentage of future milestone payments and royalties entitled			50.00%

Product revenue reserves and allowances (Tables)

9 Months Ended

Sep. 30, 2021

Product revenue reserves and allowances

Schedule of product revenue allowance and reserve categories

The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2021 (in thousands):


	Trade		Government
	discounts		rebates and
	and		other
	allowances		incentives		Returns		Total
Balance at December 31, 2020	$	23	$	67	$	31	$	121
Provision related to sales in the current year		—		—		—		—
Adjustments related to prior period sales		—		—		—		—
Credits and payments made		(23)		(67)		(31)		(121)
Ending balance at September 30, 2021	$	—	$	—	$	—	$	—

Common stock (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended			3 Months Ended	9 Months Ended
	Mar. 03, 2020	Feb. 27, 2020	Aug. 31, 2021	Aug. 31, 2017	Mar. 31, 2017	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from the issuance of common stock, net								$ 106,059
Common stock
Subsidiary, Sale of Stock [Line Items]
Shares issued (in shares)						46,511,628
Private Investment in Public Equity (PIPE)
Subsidiary, Sale of Stock [Line Items]
Shares issued (in shares)		46,511,628
Share price (in dollars per share)		$ 2.15
Share price premium (as percentage)		12.60%
Share price, prior to premium price (in dollars per share)		$ 1.91
Proceeds from the issuance of common stock, net	$ 93,800
At-the-market equity offering program \| Common stock
Subsidiary, Sale of Stock [Line Items]
Shares issued (in shares)							0	6,769,559
Proceeds from the issuance of common stock, net								$ 12,200
Maximum value of common stock allowed to be sold				$ 75,000	$ 35,000
Shares, Outstanding							18,287,913
Net proceeds from issuance of stock							$ 59,600
At-the-market equity offering program \| 2021 ATM Program \| Common stock
Subsidiary, Sale of Stock [Line Items]
Maximum value of common stock allowed to be sold			$ 100,000

License, collaboration and commercial agreements - Chugai Pharmaceutical Co., Ltd (Chugai) (Details) - Chugai Pharmaceutical Co., Ltd. - License and Collaboration Agreement - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Jan. 07, 2020	Feb. 29, 2020	Mar. 31, 2020
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
One-time cash payment		$ 3.0
Agreement obligations expire from first commercial sale of product (in years)	12 years
Number of days written prior notice required for other party to terminate agreement	180 days
Number of days written notice required to terminate agreement if fails to cure breach	120 days
Research and development expense.
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
One-time cash payment			$ 3.0

License, collaboration and commercial agreements - CSPC (Details) - License and Collaboration Agreement - CSPC - USD ($) $ in Millions		9 Months Ended
	Sep. 25, 2018	Sep. 30, 2021
License and collaboration agreements
Upfront, non-refundable payment obligation to be received prior to initial Exclusivity Fee	$ 15.0
Maximum aggregate payments entitled to receive if all milestones successfully achieved	$ 160.0
Percentage of future milestone payments and royalties entitled		50.00%

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	182,155	170,456
Common stock, shares outstanding	182,155	170,456

Fair value of financial instruments (Tables)

9 Months Ended

Sep. 30, 2021

Fair value of financial instruments

Schedule of financial instruments measured at fair value on a recurring basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):




	September 30, 2021
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	22,634	$	22,634	$	—	$	—
Short-term investments		79,102		—		79,102		—
Total financial assets	$	101,736	$	22,634	$	79,102	$	—




	December 31, 2020
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	65,610	$	60,611	$	4,999	$	—
Short-term investments		73,444		—		73,444		—
Long-term investments		5,995		—		5,995		—
Total financial assets	$	145,049	$	60,611	$	84,438	$	—

Subsequent events

9 Months Ended

Sep. 30, 2021

Subsequent events

Subsequent events

17. Subsequent events

The Company reviews all activity subsequent to the end of the quarter but prior to issuance of the condensed consolidated financial statements for events that could require disclosure or that could impact the carrying value of assets or liabilities as of the balance sheet date. The Company is not aware of any material subsequent events.

Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Jul. 16, 2021 USD ($) shares	Nov. 06, 2020 USD ($) D $ / shares	Dec. 23, 2019 USD ($) D $ / shares	Nov. 14, 2019 USD ($) D $ / shares	Oct. 17, 2018 USD ($) D $ / shares	Sep. 30, 2021 USD ($) $ / shares	Mar. 31, 2020 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 $ / shares	Nov. 11, 2019 $ / shares	Oct. 11, 2018 $ / shares
Convertible Notes
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Other Nonoperating Income (Expenses)									$ (1,313)
5.00% Convertible Senior Notes due 2048
Convertible Notes
Aggregate principal amount	$ 28,000				$ 150,000
Debt Conversion, Original Debt, Amount			$ 7,400	$ 114,300
Debt Conversion, Converted Instrument, Amount	$ 28,000
Repayments of Convertible Debt			700	11,400
Interest rate (as a percent)					5.00%	5.00%		5.00%
Gains (Losses) on Restructuring of Debt								$ 0
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Initial conversion rate					139.5771
Initial conversion price of Common Stock \| $ / shares					$ 7.16
Conversion premium above the last reported sales price of the Common Stock (as a percent)					15.00%
Sale price of the Common Stock \| $ / shares												$ 6.23
Percentage of stock price trigger for conversion					130.00%
Trading days \| D					20
Consecutive trading days \| D					30
Debt Conversion, Converted Instrument, Shares Issued \| shares	8,615,384
5.00% Convertible Senior Second Lien Notes due 2048
Convertible Notes
Debt Conversion, Original Debt, Amount							$ 57,400
Debt Conversion, Converted Instrument, Amount			$ 4,000	$ 62,900
Interest rate (as a percent)			5.00%	5.00%
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Initial conversion rate			606.0606	606.0606
Initial conversion price of Common Stock \| $ / shares			$ 1.65	$ 1.65
Conversion premium above the last reported sales price of the Common Stock (as a percent)			52.80%	52.80%
Sale price of the Common Stock \| $ / shares											$ 1.08
Percentage of stock price trigger for conversion			121.00%	121.00%
Trading days \| D			20	20
Consecutive trading days \| D			30	30
Debt discount			$ 200	$ 200
Derivative liability			$ 200	$ 200
Other Nonoperating Income (Expenses)							1,300		$ 1,300
Debt conversion, Converted Instrument, Cash							$ 1,800
Debt Conversion, Converted Instrument, Shares Issued \| shares							34,796,350
5.00% Convertible Senior Third Lien Notes due 2048
Convertible Notes
Aggregate principal amount		$ 28,000
Initial conversion rate		307.6923
Initial conversion price of Common Stock \| $ / shares		$ 3.25
Conversion premium above the last reported sales price of the Common Stock (as a percent)		153.90%
Sale price of the Common Stock \| $ / shares		$ 1.28
Percentage of stock price trigger for conversion		123.08%
Trading days \| D		20
Consecutive trading days \| D		30
Percentage price of principal amount to be purchased plus accrued and unpaid interest		100.00%
Change in fair value of conversion option of Notes on exchange		$ 2,300
Interest expense						$ 7,800		$ 7,800

Accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued expenses
Research and development expenses	$ 7,384	$ 5,176
Compensation and related benefits	2,807	5,930
Professional fees	662	615
Consulting fees	357	1,091
Interest	6	236
Commercialization costs	42	330
Other	999	1,282
Total accrued expenses	$ 12,257	$ 14,660

Fair value of financial instruments (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020	Oct. 17, 2018
5.00% Convertible Senior Notes due 2048
Financial liabilities
Interest rate (as a percent)	5.00%		5.00%
Level 3 \| 5.00% Convertible Senior Notes due 2048
Financial liabilities
Debt, fair value	$ 0.3	$ 0.3
Debt, carrying value	$ 0.2	19.1
Level 3 \| 5.00% Convertible Senior Third Lien Notes due 2048
Financial liabilities
Debt, fair value		$ 30.0

Fair value of financial instruments

9 Months Ended

Sep. 30, 2021

Fair value of financial instruments

Fair value of financial instruments

4. Fair value of financial instruments

The Company determines the fair value of its financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:

Level 1 inputs

Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 inputs	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs	Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Items Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):




	September 30, 2021
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	22,634	$	22,634	$	—	$	—
Short-term investments		79,102		—		79,102		—
Total financial assets	$	101,736	$	22,634	$	79,102	$	—




	December 31, 2020
Description	Total		Level 1		Level 2		Level 3
Financial assets
Cash equivalents	$	65,610	$	60,611	$	4,999	$	—
Short-term investments		73,444		—		73,444		—
Long-term investments		5,995		—		5,995		—
Total financial assets	$	145,049	$	60,611	$	84,438	$	—

The Company’s cash equivalents and short-term investments consist of U.S. Government money market funds, corporate bonds, agency bonds and commercial paper of publicly traded companies. The investments and cash equivalents have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2021 and December 31, 2020.

Fair Value of Financial Instruments

The fair value of the Company’s 2018 issued 5.00% Convertible Senior Notes due 2048 (the 2018 Notes) was approximately $0.3 million, as of September 30, 2021, which differs from the aggregate carrying value of the 2018 Notes of $0.2 million as of September 30, 2021. The fair value of the 2018 Notes and the 2020 issued 5.00% Convertible Senior Notes due 2048 (the 2020 Notes, together with the 2018 Notes referred to as the Notes was approximately $0.3 million and $30.0 million, respectively, as of December 31, 2020, which differs from the aggregate carrying value of the Notes of $19.1 million as of December 31, 2020. During the three months ended September 30, 2021, all 2020 Notes have converted into shares of common stock (see note 9).The fair value of the Notes is influenced by the Company’s stock price, stock price volatility, and current market yields and was determined using Level 3 inputs.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Restructurings - Restructuring Reserve Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Amounts accrued at, December 31, 2020	$ 1,027
Charges	0
Amount Paid	(1,027)
Adjustments	0
Amounts accrued at, September 30, 2021	0
One-time Termination Benefits \| August 2020 Restructuring
Restructuring Cost and Reserve [Line Items]
Amounts accrued at, December 31, 2020	1,027
Charges	0
Amount Paid	(1,027)
Adjustments	0
Amounts accrued at, September 30, 2021	$ 0

Stock-based compensation

9 Months Ended

Sep. 30, 2021

Stock-based compensation

Stock-based compensation

11. Stock-based compensation

Stock options

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2021 is as follows:


	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2020	12,690,745	$	3.90	6.5	$	3,390
Granted	1,652,863		2.78
Exercised	(565,891)		1.59
Forfeited/cancelled	(830,708)		3.71
Outstanding at September 30, 2021	12,947,009	$	3.87	6.1	$	10,140
Vested at September 30, 2021	8,454,091	$	4.54	4.8	$	6,720

The fair value of each stock option granted during the nine months ended September 30, 2021 and 2020 was estimated on the grant date using the Black-Scholes option-pricing model using the following weighted-average assumptions:


	September 30,
	2021		2020
Risk-free interest rate	0.76	%	0.75	%
Volatility	95	%	94	%
Dividend yield	—		—
Expected term (years)	5.9		5.8

Restricted stock units (RSUs)

A summary of the Company’s RSU activity and related information for the nine months ended September 30, 2021 is as follows:


	Shares	Weighted-average grant date fair value per share
Outstanding at December 31, 2020	2,649,317	$	1.73
Granted	795,962	$	2.76
Vested	(1,426,160)	$	1.40
Forfeited/cancelled	(269,140)	$	2.11
Outstanding at September 30, 2021	1,749,979	$	2.41

Employee stock purchase plan

At the Special Meeting of Stockholders, held on December 18, 2018, the stockholders approved the 2018 Employee Stock Purchase Plan (2018 ESPP). On June 21, 2019, the board of directors of the Company amended and restated the 2018 ESPP, to account for certain non-material changes to the plan’s administration (the Amended and Restated 2018 ESPP). The Amended and Restated 2018 ESPP provides eligible employees with the opportunity, through regular payroll deductions, to purchase shares of the Company’s common stock at 85% of the lesser of the fair market value of the common stock (a) on the date the option is granted, which is the first day of the purchase period, and (b) on the exercise date, which is the last business day of the purchase period. The Amended and Restated 2018 ESPP generally allows for two six-month purchase periods per year beginning in January and July, or such other periods as determined by the compensation committee of the Company’s board of directors. The Company has reserved 2,000,000 shares of common stock for the administration of the Amended and Restated 2018 ESPP. The fair value of shares expected to be purchased under the Amended and Restated 2018 ESPP was calculated using the following weighted-average assumptions:


	Nine months ended September 30,
	2021		2020
Risk-free interest rate	0.07	%	1.04	%
Volatility	68	%	109	%
Dividend yield	—		—
Expected term (years)	0.5		0.5

For the nine months ended September 30, 2021 and 2020, the Company has recognized $0.1 million of stock-based compensation expense under the Amended and Restated 2018 ESPP. During the nine months ended September 30, 2021 the Company issued 110,060 shares of common stock for proceeds of $0.2 million under the Amended and Restated 2018 ESPP.

Restructurings (Details) $ in Millions		1 Months Ended	3 Months Ended	9 Months Ended
Restructurings (Details) $ in Millions	Feb. 27, 2020 position	Aug. 31, 2020 position	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Restructuring Costs
Restructuring costs			$ 3.0	$ 4.8
Selling, general and administrative expenses
Restructuring Costs
Restructuring costs			2.9	4.3
Research and development expense.
Restructuring Costs
Restructuring costs			$ 0.1	$ 0.5
February 2020 Restructuring \| One-time Termination Benefits
Restructuring Costs
Number of eliminated positions \| position	31
August 2020 Restructuring \| One-time Termination Benefits
Restructuring Costs
Number of eliminated positions \| position		41

Net (loss) income per share - Potentially Anti-Dilutive Securities Excluded From Calculation of Diluted Net (Loss) Income per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Net loss per share
Potentially anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	14,768,189	16,371,576	14,768,189	20,726,380
Stock options
Net loss per share
Potentially anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	12,947,009	11,613,978	12,947,009	12,912,267
Weighted-average number of shares of adjustments		86,000
Restricted stock units
Net loss per share
Potentially anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	1,749,979	807,566	1,749,979	3,758,548
Weighted-average number of shares of adjustments		137,000
2018 Notes
Net loss per share
Potentially anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	41,873	3,950,032	41,873	3,950,032
Employee Stock Purchase Plan
Net loss per share
Potentially anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	29,328		29,328	105,533
Weighted-average number of shares of adjustments		27,000

License, collaboration and commercial agreements

9 Months Ended

Sep. 30, 2021

License, collaboration and commercial agreements

License, collaboration and commercial agreements

13. License, collaboration and commercial agreements

Secura Bio, Inc. (Secura)

On August 10, 2020, the Company and Secura signed the Secura APA and on September 30, 2020, the transaction closed.

Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including related assets, for the research, development, commercialization, and manufacture in oncology indications of products containing duvelisib. The sale included certain intellectual property related to duvelisib in oncology indications, certain existing duvelisib inventory, claims and rights under certain contracts pertaining to duvelisib. Pursuant to the Secura

APA, Secura assumed all operational and financial responsibility for activities that were part of the Company’s duvelisib oncology program, including all commercialization efforts related to duvelisib in the United States and Europe, as well as the Company’s ongoing duvelisib clinical trials. Further, Secura assumed all obligations with existing collaboration partners developing and commercializing duvelisib, which include Yakult Honsha Co., Ltd. (Yakult), CSPC Pharmaceutical Group Limited (CSPC), and Sanofi. Additionally, Secura assumed all royalty payment obligations due under the amended and restated license agreement with Infinity.

Pursuant to the terms of the Secura APA, Secura has paid the Company an up-front payment of $70.0 million and agreed to the pay the Company (i) regulatory milestone payments up to $45.0 million, consisting of a payment of $35.0 million upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of peripheral T-cell lymphoma and a payment of $10.0 million upon receipt of the first regulatory approval for the commercial sale of COPIKTRA in the European Union for the treatment of peripheral T-cell lymphoma, (ii) sales milestone payments of up to $50.0 million, consisting of $10.0 million when total worldwide net sales of COPIKTRA exceed $100.0 million, $15.0 million when total worldwide net sales of COPIKTRA exceed $200.0 million and $25.0 million when total worldwide net sales of COPIKTRA exceed $300.0 million, (iii) low double-digit royalties on the annual aggregate net sales above $100.0 million in the United States, European Union, and the United Kingdom of Great Britain and Northern Ireland and (iv) 50% of all royalty, milestone and sublicense revenue payments payable to Secura under the Company’s existing license agreements with Sanofi, Yakult, and CSPC, and 50% of all royalty and milestone payments payable to Secura under any license or sublicense agreement entered into by Secura in certain jurisdictions.

In connection with the Secura APA, the Company and Secura entered into a transition services agreement (Secura TSA). Under the terms of the Secura TSA, the Company will provide certain support functions at Secura’s direction for a term of less than one year from the date of execution, unless earlier terminated or extended according to the terms of the Secura TSA (Secura TSA Services). Secura may cancel the Secura TSA at sole discretion for any or no reason with five days' notice. Services performed are paid at a mutually agreed upon rate.

The Company evaluated the Secura APA and Secura TSA in accordance with ASC 606 as the Company concluded that the counterparty, Secura, is a customer. The Company identified the following performance obligations under the Secura APA and Secura TSA:

●

a bundled performance obligation consisting of delivery of the duvelisib global license and intellectual property, certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approvals, and certain regulatory documentation and books and records (the Bundled Secura Performance Obligation); and

●

Secura TSA Services.

The Company concluded that the duvelisib global license and intellectual property were not distinct within the context of the contract (i.e. separately identifiable) because the other assets including certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approval, and certain regulatory documentation and books and records do not have stand-alone value from other duvelisib global license and intellectual property and Secura could not benefit from them without the duvelisib global license and intellectual property. Consistent with the guidance under ASC 606-10-25-16A, the Company disregarded immaterial promised goods and services when determining performance obligations.

The Company has determined that the upfront payment of $70.0 million, future potential milestone payments and royalties including from Secura’s sublicensees should be allocated to the delivery of the Bundled Secura Performance Obligation. The Company has the right to consideration for TSA services in an amount that corresponds directly with the value to Secura of the Company’s performance to date. Consideration allocated to the Secura TSA Services will be recognized as such services are provided over the performance period using an output method based on the amount to which the Company has a right to invoice.

The Company determined $0.1 million of future potential royalties the Company expects to receive pursuant to the Secura APA were not constrained as of September 30, 2021. When estimating the amount of royalties to be received

that was not constrained, the Company used the expected value method as there are a range of possible outcomes. When estimating royalties to be received, the Company used a combination of internal projections and forecasts and data from external sources. The Company determined that all other future potential royalties were constrained under the guidance as of September 30, 2021. As part of the Company’s evaluation of the constraint on future royalties, the Company considered a number of factors in determining whether there is significant uncertainty associated with the future events that would result in royalty payments. Those factors include: the likelihood and magnitude of revenue reversals related to future royalties, the amount of variable consideration is highly susceptible to factors outside of the Company’s influence, the amount of time to resolve the uncertainty, and lack of significant history of selling COPIKTRA outside of the United States.

As the consideration for future royalties is conditional, the Company recorded a corresponding contract asset for the expected royalties. Portions of the contract asset will be reclassified to accounts receivable when the right to consideration becomes unconditional. As of September 30, 2021, the $0.1 million contract asset has been recorded within prepaid and other current assets on the condensed consolidated balance sheet.

The following table presents changes in the Company’s contract asset for the nine months ended September 30, 2021 (in thousands):


Contract Asset:	Balance at December 31, 2020		Additions		Reclassification to receivable		Balance at September 30, 2021
Contract asset - Secura		—		152		(22)		130
Total	$	—	$	152	$	(22)	$	130

During the first quarter of 2021, one regulatory milestone was achieved by Secura’s sublicensee, Sanofi, of which 50% of the milestone or $0.8 million is due to the Company pursuant to the Secura APA. The Company determined all other future potential milestones were excluded from the transaction price, as all other milestone amounts were fully constrained under the guidance as of September 30, 2021. As part of the Company’s evaluation of the constraint, the Company considered a number of factors in determining whether there is significant uncertainty associated with the future events that would result in the milestone payments. Those factors include: the likelihood and magnitude of revenue reversals related to future milestones, the amount of variable consideration is highly susceptible to factors outside of the Company’s influence and the uncertainty about the consideration is not expected to be resolved for a long period of time. All other future potential milestone payments were fully constrained as the risk of significant revenue reversal related to these amounts has not yet been resolved.

During the three and nine months ended September 30, 2021, the Company recognized $0.0 million and $0.9 million, respectively of sale of COPIKTRA license and related assets revenue within the statements of operations and comprehensive (loss) income. The sale of COPIKTRA license and related assets revenue for the nine months ended September 30, 2021 primarily related to one regulatory milestone for $0.8 million achieved by Secura’s sublicensee and $0.1 million related to future royalties expected to be received pursuant to the Secura APA. During the three and nine months ended September 30, 2021, the Company also recognized $0.0 million and $0.6 million, respectively, in transition services revenue within the statements of operations and comprehensive (loss) income.

During the three and nine months ended September 30, 2020, the Company recognized $70.0 million as sale of COPIKTRA license and related assets revenue related to delivery of the Bundled Secura Performance Obligation within the statements of operations and comprehensive (loss) income. The Company recognized approximately $31.2 million of cost of sales – sale of COPIKTRA license and related assets within the statements of operations and comprehensive income (loss) which consisted of $19.2 million, $6.0 million, $5.8 million and $0.2 million for the intangible asset, certain duvelisib inventory, net duvelisib contract prepaid balances and manufacturing equipment, respectively, which were delivered to Secura as part of the sale.

Chugai Pharmaceutical Co., Ltd. (Chugai)

On January 7, 2020, the Company entered into a license agreement with Chugai (the Chugai Agreement) whereby Chugai granted the Company an exclusive worldwide license for the development, commercialization and manufacture of products containing VS-6766, a dual RAF/MEK inhibitor.

Under the terms of the Chugai Agreement, the Company received an exclusive right to develop and commercialize products containing VS-6766 at the Company’s own cost and expense. The Company is required to pay Chugai a non-refundable payment of $3.0 million which was paid in February 2020. The Company is further obligated to pay Chugai double-digit royalties on net sales of products containing VS-6766, subject to reduction in certain circumstances. Chugai also obtained opt back rights to develop and commercialize VS-6766 (a) in the European Union, which option may be exercised through the date the Company submits a NDA to the FDA for a product which contains VS-6766 as the sole active pharmaceutical ingredient and (b) in Japan and Taiwan, which option may be exercised through the date the Company receives marketing authorization from the FDA for a product which contains VS-6766 as the sole active pharmaceutical ingredient. As consideration for executing either option, Chugai would have to make a payment to the Company calculated on the Company’s development costs to date. Chugai and the Company have made customary representations and warranties and have agreed to certain customary covenants, including confidentiality and indemnification.

Unless earlier terminated, the Chugai Agreement will expire upon the fulfillment of the Company’s royalty obligations to Chugai for the sale of any products containing the VS-6766, which royalty obligations expire on a product-by-product and country-by-country basis, upon the last to occur, in each specific country, of (a) expiration of valid patent claims covering such product or (b) 12 years from the first commercial sale of such product in such country.

The Company may terminate the Chugai Agreement upon 180 days’ written notice. Subject to certain limitations, Chugai may terminate the Chugai Agreement upon written notice if the Company challenges any patent licensed by Chugai to the Company under the Chugai Agreement. Either party may terminate the license agreement in its

entirety with 120 days’ written notice for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the Chugai Agreement in its entirety upon certain insolvency events involving the other party.

The Company evaluated the license agreement with Chugai under ASC Topic 805, Business Combinations (ASC 805) and concluded that as the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The Company recorded the up-front payment of $3.0 million as research and development expense within the condensed consolidated statement of operations during the first quarter of 2020.

Sanofi

On July 25, 2019, the Company entered into a license and collaboration agreement with Sanofi (the Sanofi Agreement), under which the Company granted exclusive rights to Sanofi to develop and commercialize products containing duvelisib in Russia, the Commonwealth of Independent States (CIS), Turkey, the Middle East and Africa (collectively the “Sanofi Territory”) for the treatment, prevention, palliation or diagnosis of any oncology indication in humans or animals.

Sanofi paid the Company an upfront, non-refundable payment of $5.0 million in August 2019. The Company is also entitled to receive aggregate payments of up to $42.0 million if certain regulatory and commercial milestones are successfully achieved. Sanofi is obligated to pay the Company double-digit royalties on net sales of products containing duvelisib in the Sanofi Territory, subject to reduction in certain circumstances.

As discussed above as of September 30, 2020, Secura has assumed from the Company all responsibilities and obligations under the Sanofi Agreement. After September 30, 2020, the Company is entitled to 50% of future milestone payments and royalties pursuant to the Secura APA discussed under heading Secura Bio, Inc. (Secura) above. Future milestone and royalty payments pursuant to the Sanofi Agreement will be paid by Sanofi to Secura. The Company’s portion of such milestone and royalty payments will be subsequently remitted to the Company by Secura.

Yakult Honsha Co., Ltd. (Yakult)

On June 5, 2018, the Company entered into a license and collaboration agreement with Yakult (the Yakult Agreement), under which the Company granted exclusive rights to Yakult to develop and commercialize products containing duvelisib in Japan for the treatment, prevention, palliation or diagnosis of all oncology indications in humans or animals.

Yakult paid the Company an upfront, non-refundable payment of $10.0 million in June 2018. The Company is also entitled to receive aggregate payments of up to $90.0 million if certain development, regulatory and commercial milestones are successfully achieved. Yakult is obligated to pay the Company a double-digit royalty on net sales of products containing duvelisib in Japan, subject to reduction in certain circumstances, and to fund certain global development costs related to worldwide clinical trials conducted by the Company in which Yakult has opted to participate on a pro-rata basis.

As discussed above as of September 30, 2020, Secura has assumed from the Company all responsibilities and obligations under the Yakult Agreement. After September 30, 2020, the Company is entitled to 50% of future milestone payments and royalties pursuant to the Secura APA discussed under heading Secura Bio, Inc. (Secura) above. Payments pursuant to the Yakult Agreement will be paid by Yakult to Secura. The Company’s portion of such milestone and royalty payments will be subsequently remitted to the Company by Secura.

CSPC Pharmaceutical Group Limited (CSPC)

On September 25, 2018, the Company entered into a license and collaboration agreement with CSPC (the CSPC Agreement), under which the Company granted exclusive rights to CSPC to develop and commercialize products

containing duvelisib in the People’s Republic of China (China), Hong Kong, Macau and Taiwan (each, a Region and collectively, the CSPC Territory) for the treatment, prevention, palliation or diagnosis of all oncology indications in humans.

CSPC paid the Company an aggregate upfront, non-refundable payment of $15.0 million in 2018. The Company is also entitled to receive aggregate payments of up to $160.0 million if certain development, regulatory and commercial milestones are successfully achieved. CSPC is obligated to pay the Company a double-digit royalty on net sales of products containing duvelisib in the CSPC Territory, subject to reduction in certain circumstances, and to fund certain global development costs related to worldwide clinical trials conducted by the Company in which CSPC has opted to participate on a pro-rata basis.

As discussed above as of September 30, 2020, Secura has assumed from the Company all responsibilities and obligations under the CSPC Agreement. After September 30, 2020, the Company is entitled to 50% of future milestone payments and royalties pursuant to the Secura APA discussed under heading Secura Bio, Inc. (Secura) above. Payments pursuant to the CSPC Agreement will be paid by CSPC to Secura. The Company’s portion of such milestone and royalty payments will be subsequently remitted to the Company by Secura.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common stock	Additional paid-in capital	Accumulated other comprehensive income	Accumulated deficit	Total
Balance at Dec. 31, 2019	$ 8	$ 531,937	$ 14	$ (524,785)	$ 7,174
Balance (in shares) at Dec. 31, 2019	80,117,531
Increase (Decrease) in Stockholders' Equity
Net (loss) income				(37,990)	(37,990)
Unrealized (loss) gain on available-for-sale securities			(5)		(5)
Conversion of Notes into common stock	$ 3	57,411			57,414
Conversion of Notes into common stock (in shares)	34,796,350
Issuance of common stock under Employee Stock Purchase Plan		259			259
Issuance of common stock under Employee Stock Purchase Plan (in shares)	227,141
Issuance of common stock resulting from vesting of restricted stock units		(51)			(51)
Issuance of common stock resulting from vesting of restricted stock units (in shares)	58,166
Issuance of common stock resulting from exercise of stock options		983			983
Issuance of common stock resulting from exercise of stock options (in shares)	645,628
Issuance of common stock resulting from private investment in public equity offering, net of issuance costs	$ 5	93,824			93,829
Issuance of common stock resulting from private investment in public equity offering, net of issuance costs (in shares)	46,511,628
Stock-based compensation expense		1,370			1,370
Balance at Mar. 31, 2020	$ 16	685,733	9	(562,775)	122,983
Balance (in shares) at Mar. 31, 2020	162,356,444
Balance at Dec. 31, 2019	$ 8	531,937	14	(524,785)	7,174
Balance (in shares) at Dec. 31, 2019	80,117,531
Increase (Decrease) in Stockholders' Equity
Net (loss) income					(47,862)
Unrealized (loss) gain on available-for-sale securities					(14)
Balance at Sep. 30, 2020	$ 17	702,403		(572,647)	129,773
Balance (in shares) at Sep. 30, 2020	169,540,447
Balance at Mar. 31, 2020	$ 16	685,733	9	(562,775)	122,983
Balance (in shares) at Mar. 31, 2020	162,356,444
Increase (Decrease) in Stockholders' Equity
Net (loss) income				(23,010)	(23,010)
Unrealized (loss) gain on available-for-sale securities			(9)		(9)
Issuance of common stock resulting from vesting of restricted stock units		(31)			(31)
Issuance of common stock resulting from vesting of restricted stock units (in shares)	32,650
Issuance of common stock resulting from at-the-market transactions, net of issuance costs	$ 1	12,229			12,230
Issuance of common stock resulting from at-the-market transactions, net of issuance costs (in shares)	6,769,559
Issuance of common stock resulting from exercise of stock options		551			551
Issuance of common stock resulting from exercise of stock options (in shares)	179,266
Stock-based compensation expense		1,659			1,659
Balance at Jun. 30, 2020	$ 17	700,141		(585,785)	114,373
Balance (in shares) at Jun. 30, 2020	169,337,919
Increase (Decrease) in Stockholders' Equity
Net (loss) income				13,138	13,138
Issuance of common stock under Employee Stock Purchase Plan		148			148
Issuance of common stock under Employee Stock Purchase Plan (in shares)	131,052
Issuance of common stock resulting from vesting of restricted stock units		(42)			(42)
Issuance of common stock resulting from vesting of restricted stock units (in shares)	71,476
Stock-based compensation expense		2,156			2,156
Balance at Sep. 30, 2020	$ 17	702,403		(572,647)	129,773
Balance (in shares) at Sep. 30, 2020	169,540,447
Balance at Dec. 31, 2020	$ 17	707,715	53	(592,511)	$ 115,274
Balance (in shares) at Dec. 31, 2020	170,456,179				170,456,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income				(15,031)	$ (15,031)
Unrealized (loss) gain on available-for-sale securities			(19)		(19)
Issuance of common stock under Employee Stock Purchase Plan		76			76
Issuance of common stock under Employee Stock Purchase Plan (in shares)	53,372
Issuance of common stock resulting from vesting of restricted stock units		(52)			(52)
Issuance of common stock resulting from vesting of restricted stock units (in shares)	1,047,271
Issuance of common stock resulting from exercise of stock options		381			381
Issuance of common stock resulting from exercise of stock options (in shares)	173,890
Stock-based compensation expense		1,980			1,980
Balance at Mar. 31, 2021	$ 17	710,100	34	(607,542)	102,609
Balance (in shares) at Mar. 31, 2021	171,730,712
Balance at Dec. 31, 2020	$ 17	707,715	53	(592,511)	$ 115,274
Balance (in shares) at Dec. 31, 2020	170,456,179				170,456,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income					$ (54,719)
Unrealized (loss) gain on available-for-sale securities					(26)
Balance at Sep. 30, 2021	$ 18	742,840	27	(647,230)	$ 95,655
Balance (in shares) at Sep. 30, 2021	182,155,258				182,155,000
Balance at Mar. 31, 2021	$ 17	710,100	34	(607,542)	$ 102,609
Balance (in shares) at Mar. 31, 2021	171,730,712
Increase (Decrease) in Stockholders' Equity
Net (loss) income				(16,902)	(16,902)
Unrealized (loss) gain on available-for-sale securities			5		5
Issuance of common stock resulting from vesting of restricted stock units		(38)			(38)
Issuance of common stock resulting from vesting of restricted stock units (in shares)	15,896
Issuance of common stock resulting from exercise of stock options		361			361
Issuance of common stock resulting from exercise of stock options (in shares)	330,758
Stock-based compensation expense		2,170			2,170
Balance at Jun. 30, 2021	$ 17	712,593	39	(624,444)	88,205
Balance (in shares) at Jun. 30, 2021	172,077,366
Increase (Decrease) in Stockholders' Equity
Net (loss) income				(22,786)	(22,786)
Unrealized (loss) gain on available-for-sale securities			(12)		(12)
Conversion of Notes into common stock	$ 1	27,999			28,000
Conversion of Notes into common stock (in shares)	8,615,384
Issuance of common stock under Employee Stock Purchase Plan		106			106
Issuance of common stock under Employee Stock Purchase Plan (in shares)	56,688
Issuance of common stock resulting from vesting of restricted stock units (in shares)	1,327,445
Issuance of common stock resulting from exercise of stock options		155			155
Issuance of common stock resulting from exercise of stock options (in shares)	78,375
Stock-based compensation expense		1,987			1,987
Balance at Sep. 30, 2021	$ 18	$ 742,840	$ 27	$ (647,230)	$ 95,655
Balance (in shares) at Sep. 30, 2021	182,155,258				182,155,000

Summary of significant accounting policies (Policies)	9 Months Ended
Summary of significant accounting policies (Policies)	Sep. 30, 2021
Summary of significant accounting policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 18, 2021.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies are described in Note 2. Significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. During the nine months ended September 30, 2021, the Company did not adopt any additional significant accounting policies except as outlined within “Recently Adopted Accounting Standards Updates” section immediately below.
Recently Adopted and/or Issued Accounting Standards Updates	Recently Adopted Accounting Standards Updates In December 2019, the FASB issued Accounting Standard Update (ASU) No 2019-12, Simplifying Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations, calculating income taxes in interim periods, and adds certain guidance to remove complexity in certain areas. ASU 2019-12 is effective for all entities for annual and interim periods beginning after December 15, 2020. In the first quarter of 2021, the Company adopted ASU 2019-12. The provisions related to intraperiod tax allocation and interim recognition of enactment of tax laws are being adopted on a prospective basis. The adoption of ASU 2019-12 did not have an effect on the Company’s condensed financial statements or disclosures. Recently Issued Accounting Standards Updates In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives (Topic 815), and Leases (Topic 842). This ASU delayed the required adoption for SEC filers that are smaller reporting companies as of their determination on November 15, 2019, until annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company has determined that as of November 15, 2019, it is a smaller reporting company and has not elected to early adopt this standard. The Company is currently evaluating the impact the adoption of the standard will have on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (ASU 2020- 06). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures.
Concentrations of credit risk and off-balance sheet risk	Concentrations of credit risk and off-balance sheet risk Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of September 30, 2021 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. As of September 30, 2021 there was one customer, Secura, that made up more than 60% of the Company’s accounts receivable balance. The Company assesses the creditworthiness of all its customers and sets and reassesses customer credit limits to ensure collectability of any accounts receivable balances are assured. For the three and nine months ended September 30, 2021, there was one customer, Secura, who individually accounted for all of the Company’s revenue. Refer to Note 13. License, collaboration, and commercial agreements for a detailed discussion of the Secura APA.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 03, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-35403
Entity Registrant Name	Verastem, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3269467
Entity Address, Address Line One	117 Kendrick Street, Suite 500
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	292-4200
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VSTM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		182,185,991
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001526119
Amendment Flag	false

Common stock

9 Months Ended

Sep. 30, 2021

Common stock.

Common stock

10. Common stock

Private Investment in Public Equity (PIPE)

On February 27, 2020, the Company entered into a Securities Purchase Agreement (Purchase Agreement) with certain institutional investors in which the Company agreed to sell 46,511,628 shares of common stock at a purchase price of $2.15 per share, which represents 12.6% premium to the last reported sale price of the Company’s common stock of $1.91 per share on February 27, 2020. On March 3, 2020, the closing occurred. The aggregate proceeds net of underwriting discounts and offering costs, were approximately $93.8 million.

At-the-market equity offering programs

In March 2017, the Company established an at-the-market equity offering program pursuant to which it was able to offer and sell up to $35.0 million of its common stock at then current market prices from time to time through Cantor Fitzgerald & Co. (Cantor) as sales agent. In August 2017, the Company amended its sales agreement with Cantor to increase the maximum aggregate offering price of shares of common stock that can be sold under the at-the-market equity offering program to $75.0 million.

During the nine months ended September 30, 2020, the Company sold 6,769,559 shares under this program for net proceeds of approximately $12.2 million (after deducting commissions and other offering expenses). The Company did not make any sales under this program during the nine months ended September 30, 2021. Through September 30, 2021, the Company has sold a total of 18,287,913 shares under this program for net proceeds of approximately $59.6 million (after deducting commissions and other offering expenses).

In August 2021, the Company entered into a sales agreement with Cantor pursuant to which the Company can offer and sell up to $100.0 million of its common stock at the current market prices from time to time through Cantor as sales agent (August 2021 ATM). Through September 30, 2021, the Company has not sold any shares through this program.

Net (loss) income per share

9 Months Ended

Sep. 30, 2021

Net (loss) income per share

Net (loss) income per share

12. Net (loss) income per share

Basic (loss) income per common share is calculated by dividing net (loss) income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per common share is calculated by increasing the denominator by the weighted-average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options, restricted stock units, and employee stock purchase plan shares (using the “treasury stock” method), and the Notes (using the “if-converted” method), unless their effect on net (loss) income per share is anti-dilutive.

The computation of basic and diluted net (loss) income per share attributable to common stockholders consists of the following:


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Numerator
Net (loss) income	(22,786)	13,138	(54,719)	(47,862)

Denominator
Weighted average shares outstanding - basic	179,861	169,510	174,524	147,766

Effect of dilutive securities:
Restricted Stock Units	—	137	—	—
Stock Options	—	86	—	—
Employee Stock Purchase Plan	—	27	—	—
Weighted average shares outstanding - diluted	179,861	169,760	174,524	147,766

Net (loss) income per share - basic	(0.13)	0.08	(0.31)	(0.32)
Net (loss) income per share - diluted	(0.13)	0.08	(0.31)	(0.32)

The following potentially dilutive securities were excluded from the calculation of diluted net (loss) income per share for the periods indicated because including them would have had an anti-dilutive effect:


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Outstanding stock options	12,947,009	11,613,978	12,947,009	12,912,267
Outstanding restricted stock units	1,749,979	807,566	1,749,979	3,758,548
2018 Notes	41,873	3,950,032	41,873	3,950,032
Employee stock purchase plan	29,328	—	29,328	105,533
Total potentially dilutive securities	14,768,189	16,371,576	14,768,189	20,726,380

Nature of business

9 Months Ended

Sep. 30, 2021

Nature of business

Nature of business

1. Nature of business

Verastem, Inc. (the Company) is a biopharmaceutical company committed to advancing new medicines for patients with cancer. The Company’s pipeline is focused on novel anticancer agents that inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, particularly RAF/MEK inhibition and FAK inhibition.

The Company’s most advanced product candidates, VS-6766 and defactinib, are being investigated in both preclinical and clinical studies for treatment of various solid tumors, including low-grade serous ovarian cancer, non-small cell lung cancer, colorectal cancer, pancreatic cancer, uveal melanoma, and endometrial cancer. The Company believes that VS-6766 may be beneficial as therapeutics as a single agent or these compounds may be beneficial as therapeutics when used together in combination with other agents, other pathway inhibitors, or other current and emerging standard of care treatments in cancers that do not adequately respond to currently available therapies.

On September 24, 2018, the Company’s first commercial product, COPIKTRA® (duvelisib), was approved by the U.S. Food and Drug Administration (the FDA) for the treatment of adult patients with certain hematologic cancers including relapsed or refractory chronic lymphocytic leukemia/ small lymphocytic lymphoma (CLL/SLL) after at least two prior therapies and relapsed or refractory follicular lymphoma (FL) after at least two prior systemic therapies. On August 10, 2020, the Company and Secura Bio, Inc. (Secura) entered into an asset purchase agreement (Secura APA). Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including certain related assets for the research, development, commercialization, and manufacture in oncology indications of products containing COPIKTRA (duvelisib). The transaction closed on September 30, 2020. Refer to Note 13. License, collaboration, and commercial agreements for a detailed discussion of the Secura APA.

The condensed consolidated financial statements include the accounts of Verastem Securities Company and Verastem Europe GmbH, wholly-owned subsidiaries of the Company. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company is subject to the risks associated with other life science companies, including, but not limited to, possible failure of preclinical testing or clinical trials, competitors developing new technological innovations, inability to obtain marketing approval of the Company’s product candidates, VS-6766 and defactinib, market acceptance and commercial success of the Company’s product candidates, VS-6766 and defactinib, following receipt of regulatory approval, and, protection of proprietary technology and the continued ability to obtain adequate financing to fund the Company’s future operations. If the Company does not obtain marketing approval and successfully commercialize its product candidates, VS-6766 and defactinib, following regulatory approval, it will be unable to generate product revenue or achieve profitability and may need to raise additional capital.

The Company has historical losses from operations and anticipates that it will continue to incur losses as it continues the research and development of its product candidates. As of September 30, 2021 the Company had cash, cash equivalents, and investments of $103.4 million, and accumulated deficit of $647.2 million. The Company expects its existing cash resources will be sufficient to fund its planned operations through at least 12 months from the date of issuance of these condensed consolidated financial statements.

The Company expects to finance the future development costs of its clinical product portfolio with its existing cash, cash equivalents, and investments, through future milestones and royalties received through the Secura APA or through strategic financing opportunities that could include, but are not limited to collaboration agreements, future offerings of its equity, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the

Company fails to obtain additional future capital, it may be unable to complete its planned preclinical studies and clinical trials and obtain approval of certain investigational product candidates from the FDA or foreign regulatory authorities.

Restructurings (Tables)

9 Months Ended

Sep. 30, 2021

Restructurings

Schedule of accrued restructuring liabilities

The following table summarizes the accrued liabilities activity recorded in connection with the restructurings for the nine months ended September 30, 2021 (in thousands):


Employee severance, benefits and related costs	Amounts accrued at December 31, 2020		Charges		Amount Paid		Adjustments		Amounts accrued at September 30, 2021
August 2020 Restructuring		1,027		—		(1,027)		—		—
Total	$	1,027	$	—	$	(1,027)	$	—	$	—

Product revenue reserves and allowances

9 Months Ended

Sep. 30, 2021

Product revenue reserves and allowances

Product revenue reserves and allowances

7. Product revenue reserves and allowances

From September 24, 2018 (the date of the Company’s U.S. commercial launch of COPIKTRA) through September 30, 2020 (the date the Company sold COPIKTRA to Secura), the Company’s sole source of product revenue was from the gross sales of COPIKTRA in the United States less provisions for product sales allowances and accruals. The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2021 (in thousands):


	Trade		Government
	discounts		rebates and
	and		other
	allowances		incentives		Returns		Total
Balance at December 31, 2020	$	23	$	67	$	31	$	121
Provision related to sales in the current year		—		—		—		—
Adjustments related to prior period sales		—		—		—		—
Credits and payments made		(23)		(67)		(31)		(121)
Ending balance at September 30, 2021	$	—	$	—	$	—	$	—

Trade discounts are recorded as a reduction to accounts receivable, net on the condensed consolidated balance sheets. Trade allowances, government rebates, other incentives and returns are recorded as a component of accrued expenses on the condensed consolidated balance sheets.

Investments

9 Months Ended

Sep. 30, 2021

Investments

Investments

5. Investments

Cash, cash equivalents, restricted cash and investments consist of the following (in thousands):


	September 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	24,555	$	—	$	—	$	24,555
Total cash, cash equivalents & restricted cash:	$	24,555	$	—	$	—	$	24,555
Investments:
Corporate bonds, agency bonds and commercial paper (due within 1 year)	$	79,076	$	28	$	(2)	$	79,102
Total investments	$	79,076	$	28	$	(2)	$	79,102
Total cash, cash equivalents, restricted cash and investments	$	103,631	$	28	$	(2)	$	103,657


	December 31, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash, cash equivalents & restricted cash:
Cash and money market accounts	$	63,024	$	—	$	—	$	63,024
Corporate bonds, agency bonds and commercial paper (due within 90 days)		4,998	$	1	$	—	$	4,999
Total cash, cash equivalents & restricted cash:	$	68,022	$	1	$	—	$	68,023
Investments:
Corporate bonds and commercial paper (due within 1 year)	$	73,389	$	55	$	—	$	73,444
Corporate bonds and commercial paper (due between 1 and 5 years)		5,998		—		(3)		5,995
Total investments	$	79,387	$	55	$	(3)	$	79,439
Total cash, cash equivalents, restricted cash and investments	$	147,409	$	56	$	(3)	$	147,462

There were no realized gains or losses on investments for the three and nine months ended September 30, 2021 or 2020. There were two investments and one investment in an unrealized loss position as of September 30, 2021 and December 31, 2020, respectively. None of these investments had been in an unrealized loss position for more than 12 months. The fair value of these securities as of September 30, 2021 and December 31, 2020 was $9.8 million and $6.0 million, respectively, and the aggregate unrealized loss was immaterial. The Company considered the decline in the market value for these securities to be primarily attributable to current economic conditions. As it was not more likely than not that the Company would be required to sell these securities before the recovery of their amortized cost basis, which may be at maturity, the Company did not consider these investments to be other-than-temporarily impaired as of September 30, 2021 and December 31, 2020, respectively.

Accrued expenses

9 Months Ended

Sep. 30, 2021

Accrued expenses

Accrued expenses

6. Accrued expenses

Accrued expenses consist of the following (in thousands):


	September 30, 2021		December 31, 2020
Research and development expenses	$	7,384	$	5,176
Compensation and related benefits		2,807		5,930
Professional fees		662		615
Consulting fees		357		1,091
Interest		6		236
Commercialization costs		42		330
Other		999		1,282
Total accrued expenses	$	12,257	$	14,660

Stock-based compensation - Employee Stock Purchase Plan (Details) $ in Thousands		9 Months Ended
	Dec. 18, 2018 item shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($)
Assumptions used to estimate fair value of each stock-based award on the grant date
Proceeds from the issuance of common stock, net			$ 106,059
Employee Stock purchase plan
Stock-based compensation
Percent of common stock at market price to be purchased	85.00%
Number of vesting periods \| item	2
Vesting period	6 months
Shares reserved for issuance \| shares	2,000,000
Assumptions used to estimate fair value of each stock-based award on the grant date
Risk-free interest rate (as a percent)		0.07%	1.04%
Volatility (as a percent)		68.00%	109.00%
Dividend yield (as a percent)		0.00%	0.00%
Expected term		6 months	6 months
Issuance of common stock under ESPP \| shares		110,060
Proceeds from the issuance of common stock, net		$ 200
Employee Stock purchase plan \| Maximum
Assumptions used to estimate fair value of each stock-based award on the grant date
Stock-based compensation expense		$ 100	$ 100

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue:
Total revenue	$ 2	$ 78,647	$ 1,508	$ 88,010
Operating expenses:
Cost of sales - product		866		1,753
Cost of sales - intangible amortization		8		793
Cost of sales - sale of COPIKTRA license and related assets		31,187		31,187
Research and development	9,325	10,955	27,951	31,223
Selling, general and administrative	5,523	20,614	18,455	55,660
Total operating expenses	14,848	63,630	46,406	120,616
(Loss) income from operations	(14,846)	15,017	(44,898)	(32,606)
Other expense				(1,313)
Interest income	40	19	141	497
Interest expense	(7,980)	(1,898)	(9,962)	(14,440)
Net (loss) income	$ (22,786)	$ 13,138	$ (54,719)	$ (47,862)
Net (loss) income per share-basic	$ (0.13)	$ 0.08	$ (0.31)	$ (0.32)
Net (loss) income per share-diluted	$ (0.13)	$ 0.08	$ (0.31)	$ (0.32)
Weighted average common shares outstanding used in computing:
Net (loss) income per share-basic	179,861	169,510	174,524	147,766
Net (loss) income per share-diluted	179,861	169,760	174,524	147,766
Net (loss) income	$ (22,786)	$ 13,138	$ (54,719)	$ (47,862)
Unrealized (loss) on available-for-sale securities	(12)		(26)	(14)
Comprehensive (loss) income	(22,798)	13,138	(54,745)	(47,876)
Product revenue, net
Revenue:
Total revenue		5,829		15,098
License and collaboration revenue
Revenue:
Total revenue		2,818		2,912
Copiktra license and related assets
Revenue:
Total revenue		$ 70,000	902	$ 70,000
Transition Services Revenue
Revenue:
Total revenue	$ 2		$ 606

Stock-based compensation (Tables)

9 Months Ended

Sep. 30, 2021

Stock-based compensation

Summary of stock option activity and related information


	Shares	Weighted-average exercise price per share		Weighted-average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2020	12,690,745	$	3.90	6.5	$	3,390
Granted	1,652,863		2.78
Exercised	(565,891)		1.59
Forfeited/cancelled	(830,708)		3.71
Outstanding at September 30, 2021	12,947,009	$	3.87	6.1	$	10,140
Vested at September 30, 2021	8,454,091	$	4.54	4.8	$	6,720

Schedule of assumptions used to estimate fair value of each stock option on grant date


	September 30,
	2021		2020
Risk-free interest rate	0.76	%	0.75	%
Volatility	95	%	94	%
Dividend yield	—		—
Expected term (years)	5.9		5.8

Schedule of restricted stock units


	Shares	Weighted-average grant date fair value per share
Outstanding at December 31, 2020	2,649,317	$	1.73
Granted	795,962	$	2.76
Vested	(1,426,160)	$	1.40
Forfeited/cancelled	(269,140)	$	2.11
Outstanding at September 30, 2021	1,749,979	$	2.41

Schedule of assumptions used to estimate fair value of each employee stock purchase plan on grant date


	Nine months ended September 30,
	2021		2020
Risk-free interest rate	0.07	%	1.04	%
Volatility	68	%	109	%
Dividend yield	—		—
Expected term (years)	0.5		0.5

Income taxes

9 Months Ended

Sep. 30, 2021

Income taxes

Income taxes

14. Income taxes

The Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2021 and 2020, respectively, due to the expected loss before income taxes to be incurred for the years ended December 31, 2021 and 2020, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Investments (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Investments (Details) $ in Thousands	Sep. 30, 2021 USD ($) item	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) item	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) item
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	$ 24,314		$ 24,314		$ 67,782
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Gains	28		28		56
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Losses	(2)		(2)		$ (3)
Total cash, cash equivalents, restricted cash and investments, Fair Value	103,400		103,400
Realized gains or losses on investments	$ 0	$ 0	$ 0	$ 0
Number of investments in unrealized loss position \| item	2		2		1
Number of investments in unrealized loss position for more than 12 months \| item	0		0		0
Unrealized loss on fair value	$ 9,800		$ 9,800		$ 6,000
Amortized Cost
Schedule of Investments [Line Items]
Total cash, cash equivalents, restricted cash and investments, Amortized Cost	103,631		103,631		147,409
Fair Value
Schedule of Investments [Line Items]
Total cash, cash equivalents, restricted cash and investments, Fair Value	103,657		$ 103,657		$ 147,462
Corporate bonds and commercial paper
Schedule of Investments [Line Items]
Maturity period, investments			1 year		1 year
Corporate bonds and commercial paper \| Minimum
Schedule of Investments [Line Items]
Maturity period, investments					1 year
Corporate bonds and commercial paper \| Maximum
Schedule of Investments [Line Items]
Maturity period, investments					5 years
Corporate bonds and commercial paper \| Amortized Cost
Schedule of Investments [Line Items]
Due within 1 year, Amortized Cost	79,076		$ 79,076		$ 73,389
Due between 1 and 5 years, Amortized Cost					5,998
Corporate bonds and commercial paper \| Fair Value
Schedule of Investments [Line Items]
Due within 1 year, Fair Value	79,102		79,102		73,444
Due between 1 and 5 years, Fair Value					5,995
Corporate bonds and commercial paper due within 1 year
Schedule of Investments [Line Items]
Gross Unrealized Gains	28		28		55
Gross Unrealized Losses	(2)		(2)
Corporate bonds and commercial paper due between 1 and 5 years
Schedule of Investments [Line Items]
Gross Unrealized Losses					(3)
Investments
Schedule of Investments [Line Items]
Gross Unrealized Gains	28		28		55
Gross Unrealized Losses	(2)		(2)		(3)
Investments \| Amortized Cost
Schedule of Investments [Line Items]
Investments, Amortized Cost	79,076		79,076		79,387
Investments \| Fair Value
Schedule of Investments [Line Items]
Investments, Fair Value	79,102		79,102		79,439
Cash and money market accounts \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	24,555		24,555		63,024
Cash and money market accounts \| Fair Value
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value	24,555		24,555		63,024
Corporate bonds, agency bonds and commercial paper
Schedule of Investments [Line Items]
Gross Unrealized Gains					$ 1
Corporate bonds, agency bonds and commercial paper \| Maximum
Schedule of Investments [Line Items]
Original maturity period, cash and cash equivalents					90 days
Corporate bonds, agency bonds and commercial paper \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost					$ 4,998
Corporate bonds, agency bonds and commercial paper \| Fair Value
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value					4,999
Cash and cash equivalents
Schedule of Investments [Line Items]
Gross Unrealized Gains					1
Cash and cash equivalents \| Amortized Cost
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Amortized Cost	24,555		24,555		68,022
Cash and cash equivalents \| Fair Value
Schedule of Investments [Line Items]
Cash, cash equivalents & restricted cash, Fair Value	$ 24,555		$ 24,555		$ 68,023

Cash, cash equivalents and restricted cash - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash, cash equivalents and restricted cash
Cash, cash equivalents & restricted cash, Amortized Cost	$ 24,314	$ 67,782
Restricted cash	241	241
Total cash, cash equivalents and restricted cash	$ 24,555	$ 68,023	$ 205,712	$ 79,262

Lease (Tables)

9 Months Ended

Sep. 30, 2021

Leases

Summary of elements of lease expenses

The elements of lease expense were as follows (dollar amounts in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Lease Expense
Operating lease expense	$	221	$	221	$	664	$	664
Total Lease Expense	$	221	$	221	$	664	$	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$	257	$	252	$	761	$	703


		September 30, 2021
Other Balance Sheet Information - Operating Leases
Weighted average remaining lease term (in years)		3.8
Weighted average discount rate		14.6%
Maturity Analysis
2021		257
2022		1,039
2023		1,060
2024		1,081
2025		546
Total	$	3,983
Less: Present value discount		(902)
Lease Liability	$	3,081

Leases

9 Months Ended

Sep. 30, 2021

Leases

Leases

8. Leases

On April 15, 2014, the Company entered into a lease agreement for approximately 15,197 square feet of office and laboratory space in Needham, Massachusetts. Effective February 15, 2018, the Company amended its lease agreement to relocate within the facility to another location consisting of 27,810 square feet of office space (the Amended Lease Agreement). The Amended Lease Agreement extends the expiration date of the lease from September 2019 through June 2025. Pursuant to the Amended Lease Agreement, the initial annual base rent amount is approximately $0.7 million, which increases during the lease term to $1.1 million for the last twelve-month period.

The Company has accounted for its Needham, Massachusetts office space as an operating lease. The Company’s lease contains an option to renew and extend the lease terms and an option to terminate the lease prior to the expiration date. The Company has not included the lease extension or the termination options within the right-of-use asset and lease liability on the condensed consolidated balance sheets as neither option is reasonably certain to be exercised. The Company’s lease includes variable non-lease components (e.g., common area maintenance, maintenance, consumables, etc.) that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. The Company does not have any other operating or finance leases.

As of September 30, 2021, a right-of-use asset of $2.4 million and lease liability of $3.1 million are reflected on the condensed consolidated balance sheets. The elements of lease expense were as follows (dollar amounts in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Lease Expense
Operating lease expense	$	221	$	221	$	664	$	664
Total Lease Expense	$	221	$	221	$	664	$	664
Other Information - Operating Leases
Operating cash flows paid for amounts included in measurement of lease liabilities	$	257	$	252	$	761	$	703


		September 30, 2021
Other Balance Sheet Information - Operating Leases
Weighted average remaining lease term (in years)		3.8
Weighted average discount rate		14.6%
Maturity Analysis
2021		257
2022		1,039
2023		1,060
2024		1,081
2025		546
Total	$	3,983
Less: Present value discount		(902)
Lease Liability	$	3,081

Fair value of financial instruments - Fair value (Details) - Recurring basis - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Financial assets
Cash equivalents	$ 22,634	$ 65,610
Short-term investments	79,102	73,444
Long-term investments		5,995
Total financial assets	101,736	145,049
Level 1
Financial assets
Cash equivalents	22,634	60,611
Total financial assets	22,634	60,611
Level 2
Financial assets
Cash equivalents		4,999
Short-term investments	79,102	73,444
Long-term investments		5,995
Total financial assets	$ 79,102	$ 84,438

Leases - Leases (Details) - Office and Laboratory Space in Needham, Massachusetts $ in Millions	Feb. 15, 2018 USD ($) ft²	Apr. 15, 2014 ft²
Leases
Area of space \| ft²	27,810	15,197
Minimum
Leases
Operating lease expense	$ 0.7
Maximum
Leases
Operating lease expense	$ 1.1

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	$ 241	$ 241
Letter of credit \| Office and Laboratory Space in Needham, Massachusetts
Property, Plant and Equipment [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	$ 200	$ 200

License, collaboration and commercial agreements - Secura - Contract asset (Details) - License and Collaboration Agreement $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Additions	$ 152
Reclassification to receivable	(22)
Balance at the end of period	130
Secura
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Additions	152
Reclassification to receivable	(22)
Balance at the end of period	130
Prepaid Expenses and Other Current Assets \| Secura
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Balance at the end of period	$ 100