0000950170-22-022207 | 10-Q | XBRL Viewer

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Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended
	Oct. 24, 2022	Sep. 30, 2022	Sep. 30, 2021
Subsequent Event [Line Items]
Gross proceeds		$ 523,586	$ 0
Subsequent Events [Member] \| 2026 Notes [Member]
Subsequent Event [Line Items]
Gross proceeds	$ 26,400

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Non-cancellable Lease (Detail) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 remainder	$ 3,917
2023	17,496
2024	18,062
2025	18,886
2026	19,503
Thereafter	146,611
Total future minimum lease payments	224,475
Less: Imputed interest	(94,014)
Total lease liability	130,461
2022 remainder	247
2023	990
2024	990
2025	204
2026	0
Thereafter	0
Total future minimum lease payments	2,431
Less: Imputed interest	(228)
Total lease liability	$ 2,203

Research and Development Arrangements - Additional Information (Detail) - USD ($)					1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 25, 2022	Dec. 20, 2021	Jul. 14, 2020	Apr. 23, 2020	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2022
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues						$ 2,515,000	$ 5,437,000	$ 92,631,000	$ 14,828,000
Accounts receivable					$ 51,819,000	2,294,000		2,294,000		$ 51,819,000
Amount received as milestone payment							5,000,000.0
Amount reclassed to accounts receivable as milestone payment												$ 5,000,000.0
Long-term deferred revenue					87,000,000	0		0		87,000,000
Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Nonrefundable payment obligation		$ 50,000,000.0
Amount received as milestone payment		$ 50,000,000.0
Ji Xing Aficamten License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment received			$ 25,000,000.0
Royalty Purchase Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues	$ 87,000,000.0
Sale of interest in future royalties			$ 85,000,000.0
Fair Value of Royalty											$ 87,000,000.0
Long-term deferred revenue						87,000,000.0		87,000,000.0
Common Stock Purchase Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Issuance of common stock upon private placement, shares		511,182	2,000,000.0
Shares Issued, price per share		$ 39.125	$ 25.00
Net proceeds of issuance of common stock		$ 20,000,000.0	$ 50,000,000.0
Common stock purchase agreement date		Dec. 20, 2021	Jul. 14, 2020
Excess amount paid over the fair value of the shares		$ 4,900,000	$ 13,500,000
Fair value of common stock		15,100,000	36,500,000
Maximum [Member] \| Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential additional payments receivable		330,000,000.0
Maximum [Member] \| Ji Xing Aficamten License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential additional payments receivable			200,000,000.0
Maximum [Member] \| Funding Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential milestone receivable			$ 90,000,000.0
2016 Astellas Amendment [Member] \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of development costs for clinical trials of reldesemtiv				$ 12,000,000
Rights Granted [Member] \| Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Nonrefundable payment obligation		40,000,000.0
New Drug Application [Member] \| Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Nonrefundable payment obligation		$ 10,000,000.0
License [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues										54,900,000
License [Member] \| Ji Xing Aficamten License and Collaboration Agreement [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues										0	$ 36,500,000
Research and Development Revenues [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues						2,515,000	437,000	4,631,000	9,828,000
RTW [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Allocation of unconstrained arrangement consideration					$ 70,000,000					$ 70,000,000.0
Amgen \| Research And Development Milestone Grant And Other Revenues Net
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues						0	0	0	7,400,000
Astellas [Member] \| Research and Development Revenues [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Total revenues						$ 2,500,000	$ 400,000	$ 4,600,000	$ 2,500,000

Stockholders' Equity - Additional Information (Detail)		1 Months Ended		3 Months Ended		9 Months Ended	12 Months Ended
Stockholders' Equity - Additional Information (Detail)	May 31, 2022 $ / shares shares	Jun. 30, 2022 $ / shares shares	May 31, 2021 Tranche $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
2004 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term to grant nonstatutory stock options and incentive stock options						10 years
Option grant prices as percentage of the fair market value of the common stock						100.00%
Shares available for grant				10,000,000.0		10,000,000.0
Increase in number of authorized shares reserved for issuance	6,000,000.0
2004 Plan [Member] \| New Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting right						Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years
Period from percentage of stock option vested						1 year
Vesting period						4 years
Share-based compensation arrangement by share based payment award award vesting rights percentage						25.00%
Increase in number of authorized shares reserved for issuance	1,600,000
2004 Plan [Member] \| Existing Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting right						Options granted to existing employees generally vest monthly over a period of four years
Vesting period						4 years
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant			375,000
Per unit weighted average grant date fair value \| $ / shares			$ 25.32
Number of tranche \| Tranche			2
Number of shares cancelled					91,250
Decrease in allocated share based compensation expense \| $							$ 500,000
Unamortized/unrecognized stock-based compensation expense \| $				$ 200,000		$ 200,000
Performance Stock Units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share based payment award award vesting rights percentage			50.00%
Allocated share based compensation expense \| $				$ 200,000		600,000
Performance Stock Units \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share based payment award award vesting rights percentage			50.00%
Allocated share based compensation expense \| $						$ 0
Oxford and Silicon Valley Bank [Member] \| New Loan and Security Agreement [Member] \| Warrant 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercised		9,226
Warrants exercised strike price. \| $ / shares		$ 9.76
Oxford and Silicon Valley Bank [Member] \| New Loan and Security Agreement [Member] \| Warrant 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercised		8,638
Warrants exercised strike price. \| $ / shares		$ 10.42
Oxford and Silicon Valley Bank [Member] \| New Loan and Security Agreement [Member] \| 2019 Term Loan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercised	16,901
Warrants exercised strike price. \| $ / shares	$ 7.10
Outstanding warrants, weighted average exercise price \| $ / shares				$ 10.42		$ 10.42
Outstanding warrants	14,136			12,957		12,957

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis

The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands):


		September 30, 2022
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	Level 1	$	95,463	$	—	$	—		$	95,463
U.S. Treasury securities	Level 1		216,513		—		(1,940	)		214,573
U.S. and non-U.S. government agency bonds	Level 2		95,783		5		(839	)		94,949
Commercial paper	Level 2		356,570		1		(741	)		355,830
U.S. and non-U.S. corporate obligations	Level 2		136,659		—		(2,045	)		134,614
		$	900,988	$	6	$	(5,565	)	$	895,429


		December 31, 2021
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	Level 1	$	115,937	$	—	$	—		$	115,937
U.S. Treasury securities	Level 1		133,498		1		(268	)		133,231
U.S. and non-U.S. government agency bonds	Level 2		33,489		—		(53	)		33,436
Commercial paper	Level 2		169,622		6		(19	)		169,609
U.S. and non-U.S. corporate obligations	Level 2		175,282		—		(536	)		174,746
		$	627,828	$	7	$	(876	)	$	626,959

The available-for-sale securities in our condensed consolidated balance sheet are as follows (in thousands):


	September 30, 2022		December 31, 2021
Cash equivalents	$	105,459	$	115,937
Short-term investments		761,426		358,972
Long-term investments		28,544		152,050
	$	895,429	$	626,959

Debt - Schedule of Interest Cost Relating to 2026 Notes (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
2026 Notes [Member]
Debt Instrument [Line Items]
Contractual interest expense	$ 294	$ 1,380	$ 3,054	$ 4,140
Amortization of debt discount	0	1,522	0	4,338
Amortization of debt issuance costs	19	15	328	43
Total interest expense recognized	313	$ 2,917	3,382	$ 8,521
2027 Notes [Member]
Debt Instrument [Line Items]
Contractual interest expense	4,462		4,462
Amortization of debt issuance costs	749		749
Total interest expense recognized	$ 5,211		$ 5,211

Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued liabilities:
Clinical and preclinical costs	$ 12,336	$ 13,872
Compensation related	17,775	14,930
Other accrued expenses	10,118	5,568
Total accrued liabilities	$ 40,229	$ 34,370

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

On October 24, 2022, we entered into a termination agreement in connection to the capped call transactions described in Note 7 – Debt above related to the 2026 Notes. As a result, we received gross proceeds of $26.4 million.

Organization and Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Significant Accounting Policies

Note 1 — Organization and Significant Accounting Policies

Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997. The Company is a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions.

Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of $1,448.6 million since inception and there can be no assurance that we will attain profitability. The Company anticipates that it will have operating losses and net cash outflows in future periods.

We are subject to risks common to late-stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and royalties, debt financing arrangements, government grants and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. We cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months from the filing date of this Quarterly Report on Form 10-Q. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation

Our condensed consolidated financial statements include the accounts of Cytokinetics and our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The balance sheet as of December 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.

Recent Accounting Pronouncements

In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Under ASU 2020-06 the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also provides for certain disclosures with regard to convertible instruments and associated fair values. ASU 2020-06 is effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. ASU 2020-06 provides companies with the option to adopt the new standard using either the full retrospective or modified retrospective method.

We adopted this new guidance using the modified retrospective method as of January 1, 2022, with respect to our 4.00% Convertible Senior Notes due 2026 (the “2026 Notes”). The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. The following table summarizes the adjustments made to our condensed consolidated balance sheet as of January 1, 2022, upon adoption of the new standard:


Balance sheet account description	Ending Balance as of December 31, 2021			ASU 2020-06 Adjustments			Beginning Balance as of January 1, 2022
Convertible notes, net	$	95,471		$	38,895		$	134,366
Additional paid-in capital		1,452,268			(49,476	)		1,402,792
Accumulated deficit		(1,207,620	)		10,581			(1,197,039	)

The adoption of this new guidance resulted in an increase in the carrying value of the 2026 Notes to reflect the full principal amount of the convertible notes outstanding, net of issuance costs, a decrease in additional paid-in capital to remove the equity component separately recorded for the conversion feature associated with the convertible notes, a cumulative-effect adjustment to the beginning balance of our accumulated deficit as of January 1, 2022 to reverse the accretion of discount that resulted from the bifurcation of the equity component of the 2026 Notes, and a reversal of the related deferred tax liability of $8.3 million with a corresponding increase in our deferred tax asset valuation allowance. The adoption of this new guidance has reduced non-cash interest expense for the year ending December 31, 2022 and will continue to do so until the 2026 Notes have been settled. The remaining debt issuance costs will continue to be amortized over the term of the notes.

We have recognized $0.3 million and $3.4 million of interest expense of the 2026 Notes for the three and nine months ended September 30, 2022, respectively, which is $0.2 million and $3.1 million less than under the previous accounting standards for the three and nine months ended September 30, 2022, respectively. Without the adoption of ASU 2020-06, our reported net loss would have increased by $0.2 million and $3.1 million for the three and nine months ended September 30, 2022, respectively. Without the adoption of ASU 2020-06, our reported net loss per share would have increased by $0.03 per share for the nine months ended September 30, 2022 and no material impact for the three months ended September 30, 2022.

On July 6, 2022, the Company issued 3.50% Convertible Senior Notes due 2027 (the “2027 Notes”) and partially repurchased the 2026 Notes as further described in Note 7 – “Debt.” The new guidance applied in respect of the 2027 Notes from the moment of issuance, and thus the above adjustments apply only in respect of the 2026 Notes.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 — Commitments and Contingencies

Operating Leases

In May 2021, we amended the lease agreement for buildings 250, 256 and 280 East Grand Avenue, South San Francisco, California for our existing facilities and extended the lease term until June 30, 2022, which was accounted for as a lease modification in accordance with Topic 842. Pursuant to such guidance, the Company remeasured the modified lease using the revised term as of the modification date. Adjustments were made to reflect the remeasured liability with the offset to the right-of-use asset. The lease includes rental payments and payment of certain operating expenses.

During the fourth quarter of 2021, we officially relocated from our existing headquarters located at 250, 256, and 280 East Grand Avenue, South San Francisco to our new facilities at Oyster Point. As a result of the relocation, we considered ceasing use of the existing headquarters, which triggered an impairment assessment. No expense was recognized for the nine months ended September 30, 2022 due to the impairment that was recorded in 2021. We were subject to the fixed rental fee payments for the existing headquarters until the lease expired in June 2022.

In July 2019, we entered into a lease agreement for approximately 234,892 square feet of office and laboratory space at a facility located in South San Francisco, California and in May 2020, January 2021 and November 2021, we entered into first, second and third amendments to the lease (collectively the “Oyster Point Lease”).

The Oyster Point Lease commenced on March 31, 2021 and upon commencement, we recognized a right-of-use asset of $77.9 million, a short-term lease liability of $3.7 million and a long-term lease liability of $85.3 million. The long-term lease liability includes $11.1 million of tenant improvement reimbursements as of March 31, 2021. The Oyster Point Lease had an initial expiration date of September 30, 2033 and we have two consecutive five-year options to extend the lease. The options to extend the lease term were not included as part of the right-of-use asset or lease liability as the exercise of the options were not reasonably assured at the inception of the lease. During the third quarter of 2021, we amended the lease payment schedule and were required to start making rent payments in January 2022. The lease term is extended until October 31, 2033. The amendment was accounted for as a lease modification in accordance with Topic 842.

As of September 30, 2022, the remaining lease term of the Oyster Point Lease is 11.1 years and the discount rate used to determine the related lease liability was 10.1%. We paid a total security deposit of $5.1 million in December 2019 and December 2020. The landlord has provided a tenant improvement allowance of $43.6 million in aggregate for costs relating to the initial design and construction of the improvements. As of September 30, 2022, the total commitment of undiscounted lease payments for the Oyster Point Lease was $221.7 million.

In January 2022, we entered into a series of lease agreements with the sub-landlord and landlord and leased an approximately 14,887 square feet of office space at a facility located in Radnor, Pennsylvania (the "Radnor Lease"). The Radnor Lease commenced on September 1, 2022, when the leasehold improvements were substantially completed and we gained a control over the use of the underlying assets. Upon commencement, we recognized a right-of-use asset of $3.4 million, a short-term lease liability of $0.4 million and a long-term lease liability of $1.9 million. The right-of-use asset includes $1.1 million of lease prepayments made before the commencement date. The Radnor Lease had an initial expiration date of May 31, 2024 with the sub-landlord. We will then continue to lease the premises with the landlord through July 31, 2027 with one five-year option to extend the lease. The option to extend the lease term were not included as part of the right-of-use asset or lease liability as the exercise of the options were not reasonably assured at the inception of the lease.

Subject to rent abatement for the first three months of the lease, we will be required to pay the sub-landlord $31.50 per square foot for the entire leased square footage for the first twelve months of the lease term, which will increase at a rate of 2.0% per year. After May 31, 2024, the rent will be payable to the landlord with a rent abatement period for the first two months. Following the abatement period, we will be required to pay the landlord $45.50 per square foot, which will increase at a rate of 2.5% per year through the end of lease term on July 31, 2027. An advance payment of the first and last month of the sublease rent is also required as part of the lease. We paid the advance rent payment in the first half of 2022 which is included in the lease prepayments. We will pay certain operating costs of the facility and have certain rights to sublease under the agreement.

As of September 30, 2022, the remaining lease term of the Radnor Lease is 4.8 years and the discount rate used to determine the related lease liability was 8.3%. We have incurred a tenant improvement cost of $1.2 million relating to the initial design and construction of the improvements before the commencement date. The tenant improvement cost is offset by a tenant improvement allowance of $0.3 million from the landlord, and the net tenant improvement cost incurred before the commencement date is accounted for lease prepayment. The total commitment of undiscounted lease payments for the Radnor Lease was $2.8 million as of September 30, 2022.

Cash paid for amounts included in the measurement of operating lease liabilities was $18.1 million and $4.4 million for the nine months ended September 30, 2022 and 2021, respectively, and was included in net cash used in operating activities in our condensed consolidated statements of cash flows.

Finance Leases

During the third quarter of 2021, we entered into a master lease agreement for laboratory equipment leases that commenced in the fourth quarter of 2021. The leases have an initial term of 3 years, commenced through the second quarter of 2022 and expire in 2025. The master lease agreement provides a purchase option with a bargain purchase price, which we expect to exercise at the end of the term. The Company classified the leases as finance leases.

Finance leases are accounted for on the condensed consolidated balance sheets with right-of-use assets and lease liabilities recognized in property and equipment, other current liabilities, and other non-current liabilities, respectively. The finance lease cost is recognized as a combination of the amortization expense for the right-of-use assets calculated on a straight-line basis over the five-year estimated useful life for laboratory equipment and interest expense for the outstanding lease liabilities using the determined discount rates. As of September 30, 2022, we have recognized finance lease right-of-use assets of $2.6 million, short-term finance lease liabilities of $1.0 million, and long-term finance lease liabilities of $1.2 million.

As of September 30, 2022, the weighted average remaining lease term for the finance leases is 4.2 years and the weighted average discount rate used to determine the finance lease liabilities is 9.47%.

The cash paid for amounts included in the measurement of finance lease liabilities for the nine months ended September 30, 2022 was $0.8 million and was included in financing activities in our condensed consolidated statement of cash flows.

Future minimum lease payments under non-cancellable leases as of September 30, 2022 are as follows (in thousands):


Years ending December 31:	Operating Leases			Finance Leases
2022 remainder	$	3,917		$	247
2023		17,496			990
2024		18,062			990
2025		18,886			204
2026		19,503			—
Thereafter		146,611			—
Total future minimum lease payments		224,475			2,431
Less: Imputed interest		(94,014	)		(228	)
Total lease liability	$	130,461		$	2,203

Rent expense for operating and finance leases was $5.4 million for the three months ended September 30, 2022 and 2021, and $16.4 million and $12.2 million for the nine months ended September 30, 2022 and 2021, respectively.

Organization and Significant Accounting Policies - Summary of Adjustments made to Condensed Consolidated Balance Sheet upon Adoption of New Standard (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible notes, net		$ 134,366	$ 95,471
Additional paid-in capital		1,402,792	1,452,268
Accumulated deficit	$ (1,448,614)	(1,197,039)	$ (1,207,620)
ASU 2020-06 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible notes, net		38,895
Additional paid-in capital		(49,476)
Accumulated deficit		$ 10,581

Fair Value Measurements - Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value	$ 895,429	$ 626,959
Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	900,988	627,828
Unrealized Gains	6	7
Unrealized Losses	(5,565)	(876)
Fair Value	895,429	626,959
Money Market Funds [Member] \| Fair Value Measurements Using Level 1 [Member] \| Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	95,463	115,937
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	95,463	115,937
U.S. Treasury Securities [Member] \| Fair Value Measurements Using Level 1 [Member] \| Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	216,513	133,498
Unrealized Gains	0	1
Unrealized Losses	(1,940)	(268)
Fair Value	214,573	133,231
U.S. and Non-U.S. Government Agency Bonds [Member] \| Fair Value Measurements Using Level 2 [Member] \| Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	95,783	33,489
Unrealized Gains	5	0
Unrealized Losses	(839)	(53)
Fair Value	94,949	33,436
Commercial Paper [Member] \| Fair Value Measurements Using Level 2 [Member] \| Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	356,570	169,622
Unrealized Gains	1	6
Unrealized Losses	(741)	(19)
Fair Value	355,830	169,609
U.S. and Non-U.S. Corporate Obligations [Member] \| Fair Value Measurements Using Level 2 [Member] \| Fair Value, Measurements, Recurring [Member] \| Cash and Cash Equivalents and Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost	136,659	175,282
Unrealized Gains	0	0
Unrealized Losses	(2,045)	(536)
Fair Value	134,614	174,746
Cash Equivalents [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value	105,459	115,937
Short-term Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value	761,426	358,972
Long-term Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value	$ 28,544	$ 152,050

Agreements with Royalty Pharma - Schedule of Future Minimum Payments under Term Loan Agreement (Detail) - RP Loan Agreement [Member] $ in Thousands	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
2022 remainder	$ 0
2023	1,440
2024	10,080
2025	11,520
2026	11,520
Thereafter	60,480
Future minimum payments	95,040
Less: Unamortized interest and loan costs	(31,496)
Term Loan, net	$ 63,544

Commitments and Contingencies - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2022 ft²	Sep. 30, 2022 USD ($) ft²	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) ft²	Sep. 30, 2021 USD ($)	Sep. 01, 2022 USD ($)	Aug. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Lessee Lease Description [Line Items]
Operating lease, right-of-use assets		$ 75,076		$ 75,076				$ 73,138
Operating lease, short-term lease liability		16,056		16,056				14,863
Operating lease, long-term lease liability		$ 114,405		$ 114,405				$ 112,229
Finance lease, contractual lease term		3 years		3 years
Rent expense for operating and finance leases		$ 5,400	$ 5,400	$ 16,400	$ 12,200
Lease Agreement
Lessee Lease Description [Line Items]
Operating lease, cash paid included in net cash used in operating activities				$ 18,100	$ 4,400
Financial lease estimated life		5 years		5 years
Finance Lease, Right-of-Use Asset		$ 2,600		$ 2,600
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Property, Plant and Equipment, Net		Property, Plant and Equipment, Net
Short term finance lease liability		$ 1,000		$ 1,000
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Current		Other Liabilities, Current
Long term finance lease liability		$ 1,200		$ 1,200
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Noncurrent		Other Liabilities, Noncurrent
Finance lease, weighted average remaining lease term		4 years 2 months 12 days		4 years 2 months 12 days
Finance lease, weighted average discount rate		9.47%		9.47%
Finance lease payments				$ 800
Current Lease [Member]
Lessee Lease Description [Line Items]
Operating lease, lease expiration date				Jun. 30, 2022
Oyster Point Lease [Member] \| California [Member]
Lessee Lease Description [Line Items]
Operating lease, lease expiration date				Sep. 30, 2033
Operating lease, area of land under lease agreement \| ft²		234,892		234,892
Operating lease, commencement date				Mar. 31, 2021
Operating lease, right-of-use assets									$ 77,900
Operating lease, short-term lease liability									3,700
Operating lease, long-term lease liability									85,300
Operating lease, tenant improvement reimbursements									$ 11,100
Operating lease, weighted average remaining lease term		11 years 1 month 6 days		11 years 1 month 6 days
Operating lease, weighted average discount rate		10.10%		10.10%
Operating lease, security deposit liability										$ 5,100	$ 5,100
Operating lease agreement allowances for tenant improvements				$ 43,600
Operating lease undiscounted lease payments		$ 221,700		$ 221,700
Operating lease commenced, term description				we have two consecutive five-year options to extend the lease.
Radnor Lease [Member] \| Pennsylvania [Member]
Lessee Lease Description [Line Items]
Operating lease, area of land under lease agreement \| ft²	14,887
Operating lease, commencement date	Sep. 01, 2022
Operating lease, right-of-use assets						$ 3,400
Operating lease, short-term lease liability						400
Operating lease, long-term lease liability						$ 1,900
Operating lease, tenant improvement reimbursements		$ 300		$ 300
Operating lease, weighted average remaining lease term		4 years 9 months 18 days		4 years 9 months 18 days
Operating lease, weighted average discount rate		8.30%		8.30%
Operating lease agreement allowances for tenant improvements				$ 1,200
Operating lease undiscounted lease payments		$ 2,800		$ 2,800
Operating lease commenced, term description				We will then continue to lease the premises with the landlord through July 31, 2027 with one five-year option to extend the lease.
Right-of-use asset, prepayment							$ 1,100
Radnor Lease [Member] \| Pennsylvania [Member] \| Sub Landlord [Member]
Lessee Lease Description [Line Items]
Operating lease, lease expiration date	May 31, 2024
Operating lease price per square foot \| ft²	31.50
Operating lease commenced, increase in rent percentage	2.00%
Radnor Lease [Member] \| Pennsylvania [Member] \| Landlord [Member]
Lessee Lease Description [Line Items]
Operating lease, lease expiration date	Jul. 31, 2027
Operating lease commenced, rent abatement period	2 months
Operating lease, rent per square foot \| ft²	45.50
Operating lease commenced, increase in rent percentage	2.50%

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments under Non-cancellable Lease

Future minimum lease payments under non-cancellable leases as of September 30, 2022 are as follows (in thousands):


Years ending December 31:	Operating Leases			Finance Leases
2022 remainder	$	3,917		$	247
2023		17,496			990
2024		18,062			990
2025		18,886			204
2026		19,503			—
Thereafter		146,611			—
Total future minimum lease payments		224,475			2,431
Less: Imputed interest		(94,014	)		(228	)
Total lease liability	$	130,461		$	2,203

Research and Development Arrangements - Schedule of Allocated Consideration (Detail) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 14, 2020	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Total revenues			$ 2,515	$ 5,437	$ 92,631	$ 14,828
RTW [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Total consideration		$ 70,000					$ 70,000
RTW [Member] \| Collaborative Arrangement [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Total consideration	$ 160,000
RTW [Member] \| Common Stock [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Fair value of common stock		15,144
RTW [Member] \| Common Stock [Member] \| Collaborative Arrangement [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Fair value of common stock	36,499
RTW [Member] \| License and Collaboration [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Total revenues		$ 54,856
RTW [Member] \| License and Collaboration [Member] \| Collaborative Arrangement [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Total revenues	36,501
RTW [Member] \| Royalty [Member] \| Collaborative Arrangement [Member]
Allocated Transaction Prices Of Collaborative Arrangements [Line Items]
Fair Value of Royalty	$ 87,000

Research and Development Arrangements (Tables)

9 Months Ended

Sep. 30, 2022

Research and Development [Abstract]

Schedule of Allocated Consideration

The Ji Xing OM License Agreement, as defined below, and the sales of common stock to the RTW Investors, as defined below, in December 2021, as described below, (together the “2021 RTW Transactions”) were entered into with parties that were at the time of our entry into the 2021 RTW Transactions affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. Unconstrained arrangement consideration under the 2021 RTW Transactions totaled $70.0 million and was allocated in accordance with ASC 820 and ASC 606 as follows (in thousands):


	Allocated Consideration
Units of Accounting:
License and collaboration	$	54,856
Common stock (fair value)		15,144
Total consideration	$	70,000

The 2020 RTW Transactions were entered into with parties that were at the time of our entry into the 2020 RTW Transactions affiliated and in contemplation of one another and, accordingly, we have assessed the accounting for these transactions in the aggregate. We concluded that there were three units of accounting in the 2020 RTW Transactions as further described below. The Company allocated the total consideration in accordance with ASC 820, Fair Value Measurement, and ASC 606, Revenue from Contracts with Customers, as follows (in thousands):


	Allocated Consideration
Units of Accounting:
License and collaboration (residual)	$	36,501
Royalty (fair value)		87,000
Common stock (fair value)		36,499
Total consideration	$	160,000

Agreements with Royalty Pharma

9 Months Ended

Sep. 30, 2022

Agreements with Royalty Pharma [Abstract]

Agreements with Royalty Pharma

Note 6 — Agreements with Royalty Pharma

On January 7, 2022, we announced that we had entered into the Development Funding Loan Agreement (the “RP Loan Agreement”) and the Revenue Participation Right Purchase Agreement (the “RP Aficamten RPA”) with Royalty Pharma Development Funding, LLC (“RPDF”) and Royalty Pharma Investments 2019 ICAV (“RPI ICAV”) (“2022 RPI Transactions”) respectively, each of which are affiliated with Royalty Pharma International plc.

The RP Loan Agreement and the RP Aficamten RPA described below, are determined to be debt instruments subsequently measured at amortized cost and were entered into with parties that were at the time of our entry into the 2022 RPI Transactions affiliated and in contemplation of one another. We used the relative fair value method and made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. Arrangement consideration for the RP Loan Agreement and the RP Aficamten RPA totaled $150 million, consisting of the two $50 million upfront payments for the signing of the RP Loan Agreement and the RP Aficamten RPA and milestone of $50 million for initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at the signing of the agreements.

The total consideration was allocated as follows (in thousands):


	Fair Value		Proceeds		Allocation
Units of Accounting:
Revenue Participation Right Purchase Agreement	$	69,498	$	100,000	$	89,571
Development Funding Loan Agreement		46,887		50,000		60,429
Total consideration	$	116,385	$	150,000	$	150,000

2022 RP Loan Agreement

Under the RP Loan Agreement, we are entitled to receive up to $300.0 million in term loans, $50.0 million of which was disbursed to us on closing and the remaining $250.0 million is available to us upon our satisfaction of customary disbursement conditions and certain development conditions by specific deadlines, as follows:

•

$50.0 million of tranche 2 term loans during the one year period following the receipt on or prior to December 31, 2022 of marketing approval from FDA of omecamtiv mecarbil;

•

$25.0 million of tranche 3 term loans during the one year period following the commercial availability of a diagnostic test measuring levels of omecamtiv mecarbil to support the final FDA label language applicable to such drug, subject to such commercial availability and the conditions to the tranche 2 term loans having occurred on or prior to December 31, 2022;

•

$75.0 million of tranche 4 term loans during the one year period following the receipt on or prior to September 30, 2024 of positive results from SEQUOIA-HCM, the Phase 3 trial for aficamten; and

•

$100.0 million of tranche 5 term loans during the one year period following the acceptance by the FDA on or prior to March 31, 2025 of a new drug application (“NDA”) for aficamten, subject to the conditions to the tranche 4 term loans having occurred on or prior to September 30, 2024.

Each term loan under the RP Loan Agreement matures on the 10 year anniversary of the funding date for such term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable in respect of each term loan (including interest and other applicable fees) equal to 190% of the principal amount of the term loan (such amount with respect to each term loan, “Final Payment Amount”). We accounted for amounts drawn under the RP Loan Agreement using the effective interest method which resulted in an effective interest rate of 7.65% over the ten-year term. Upon the prepayment or maturity of the term loan (or upon the date such prepayment or repayment is required to be paid), we are required to pay an additional amount equal to $34.6 million.

We may prepay the term loans in full (but not in part) at any time at our option by paying an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans under the RP Loan Agreement; provided that if the conditions for either the tranche 4 term loans or the tranche 5 term loans have been met, we must have borrowed at least $50 million principal amount of the tranche 4 or 5 term loans. In addition, the term loans under the RP Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics. Given the new PDUFA target action date, it is likely that we will not be able to satisfy certain conditions and deadlines for the tranche 2 and tranche 3 loan disbursements as described above.

Future minimum payments under the RP Loan Agreement are (in thousands):


Years ending December 31:
2022 remainder	$	—
2023		1,440
2024		10,080
2025		11,520
2026		11,520
Thereafter		60,480
Future minimum payments		95,040
Less: Unamortized interest and loan costs		(31,496	)
Term Loan, net	$	63,544

As of September 30, 2022, the fair value of our RP Loan approximated its carrying value of $63.5 million based upon a market observable interest rate, which is a Level 2 input.

Interest expense for the RP Loan Agreement was $1.2 million and $3.5 million for the three and nine months ended September 30, 2022, respectively.

Concurrently with our entry into the RP Loan Agreement, we terminated the Term Loan Agreement with Silicon Valley Bank and Oxford Finance LLC and repaid all amounts outstanding thereunder as further described in Note 7.

2022 RP Aficamten Royalty Purchase Agreement

In addition, on January 7, 2022, we entered into the RP Aficamten RPA with RPI ICAV, pursuant to which RPI ICAV purchased rights to certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees in exchange for up to $150.0 million in consideration, $50.0 million of which was paid on the closing date, $50.0 million of which was paid to us in March 2022 following the initiation of the first pivotal trial in oHCM for aficamten and $50.0 million of which is payable following the initiation of the first pivotal clinical trial in nHCM for aficamten. The RP Aficamten RPA also provides that the parties will negotiate terms for additional funding if we achieve proof of concept results in certain other indications for aficamten, with a reduction in the applicable royalty if we and RPI ICAV fail to agree on such terms in certain circumstances.

Pursuant to the RP Aficamten RPA, RPI ICAV purchased the right to receive a percentage of net sales equal to 4.5% for annual worldwide net sales of pharmaceutical products containing aficamten up to $1 billion and 3.5% for annual worldwide net sales of pharmaceutical products containing aficamten in excess of $1 billion, subject to reduction in certain circumstances (the “RP Aficamten Liability”).

We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when aficamten is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding reduction in cash.

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over the life of the arrangement as discounted using an imputed rate of interest. The imputed rate of interest on the unamortized portion of the RP Aficamten Liability was approximately 11.7% as of the second quarter of 2022.

During the third quarter of 2022, we updated our analyses of the RP Aficamten RPA to reflect our current assumptions resulting from ongoing market research in the U.S. and to reflect other adjustments in connection with our anticipated commercialization.

Our estimates regarding the amount of future royalty payments under the RP Aficamten RPA increased due to changes in management’s estimates of unobservable inputs related to market conditions and timing. The adjustment is accounted for on a prospective basis in our liability calculation and resulted in an increase in our imputed interest rate and noncash interest expenses from 11.7% and $2.6 million in the second quarter of 2022 to 25.0% and $5.5 million in the third quarter of 2022, respectively. During the three and nine months ended September 30, 2022, the change in estimate had no impact on revenue and increased the net loss by $2.8 million. The change in accounting estimate increased the net loss per share by $0.03 in the three and nine months ended September 30, 2022.

2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from Amgen on future net sales of omecamtiv mecarbil to RPI Finance Trust (“RPFT”) for a one-time payment of $90 million, which is non-refundable even if omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPFT through which RPFT purchased 875,656 shares of the Company’s common stock for $10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM Liability”) and the common stock sold to RPFT, which resulted in the RP OM Liability being initially recognized at $92.3 million. The RP OM RPA provides for the sale of a royalty to RPFT of 4.5% on worldwide net sales of omecamtiv mecarbil, subject to a potential increase of up to an additional 1% under certain circumstances.

As a result of the termination of the Amgen Agreement and pursuant to our obligations under the RP OM RPA, we and RPFT entered into Amendment No. 1 to Royalty Purchase Agreement, dated January 7, 2022 to preserve RPFT’s rights under the RP OM RPA by providing for direct payments by us to RPFT of 4.5% of our and our affiliates and licensees worldwide net sales of omecamtiv mecarbil, subject to a potential increase of up to an additional 1% under certain circumstances (if the FDA approves omecamtiv mecarbil on its target PDUFA date of February 28, 2023, the royalty owed to RPFT will be 5.1% of worldwide net sales of omecamtiv mecarbil). Amendment No. 1 to the Royalty Purchase Agreement, dated January 7, 2022 had no impact on the original accounting for the $92.3 million associated with the RP OM Liability established in February 2017.

We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction in cash.

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the unamortized portion of the RP OM Liability was approximately 7.5% as of September 30, 2022 and 10.0% as of December 31, 2021.

Our estimates regarding the amount of future royalty payments under the RP OM RPA decreased and the time periods within which we anticipated that such payments will be due changed based on management's estimates. Each of these adjustments is accounted for on a prospective basis in our liability calculation and resulted in a decline in our imputed interest rate and noncash interest expenses from 10.0% and $4.4 million in the second quarter of 2022 to 7.5% and $3.4 million in in the third quarter of 2022, respectively. During the three and nine months ended September 30, 2022, the change in estimate had no impact on revenue and reduced the net loss by $1.1 million. The change in accounting estimate reduced the net loss per share by $0.01 in the three and nine months ended September 30, 2022.

Accounting for the Royalty Pharma Royalty Purchase Agreements

We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the RP Aficamten Liability and the effective interest rate.

There are a number of factors that could materially affect the amount and timing of royalty payments, most of which are not within our control. The RP OM Liability and the RP Aficamten Liability are recognized using significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data, including competitor sales data, and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, timing of the expected launch and its impact on the royalty rate as well as the overall probability of success. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability and the RP Aficamten Liability.

We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions.

Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands):


	2022				2021
	RP Aficamten Liability		RP OM Liability		RP OM Liability
Beginning balance, January 1	$	—	$	179,072	$	166,068
Initial carrying value		89,571		—		—
Interest accretion		2,286		4,278		2,795
Amortization of issuance costs		—		28		27
Ending balance, March 31		91,857		183,378		168,890
Interest accretion		2,574		4,429		2,871
Amortization of issuance costs		—		28		29
Ending balance, June 30		94,431		187,835		171,790
Interest accretion		5,469		3,494		2,955
Amortization of issuance costs		—		31		30
Ending balance, September 30	$	99,900	$	191,360	$	174,775

As of September 30, 2022, the fair value of the liabilities related to the sale of future royalties to RPFT and RPI ICAV are consistent with their carrying values of $99.9 million and $191.4 million, respectively, and is based on our current estimates of the amount and timing of future royalties expected to be paid to RPFT and RPI ICAV under the RP OM RPA and the RP Aficamten RPA agreements, respectively, as defined above, over the life of the arrangement, which are considered Level 3 inputs.

We recognized $9.0 million and $3.0 million in non-cash interest expense for the three months ended September 30, 2022 and 2021, respectively, and $22.5 million and $8.6 million for the nine months ended September 30, 2022 and 2021, respectively, related to the RP Aficamten RPA and the RP OM RPA.

Agreements with Royalty Pharma - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended			9 Months Ended
	Jan. 07, 2022	Feb. 28, 2017	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 28, 2023	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Arrangement consideration of debt transaction	$ 150,000
Interest expense			$ 6,804		$ 4,161	$ 12,357	$ 12,222
Liabilities			1,091,938			1,091,938				$ 597,456
Liabilities related to revenue participation right purchase agreements, net			291,260			291,260				$ 179,072
RP Aficamten RPA, RPI ICAV [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Liabilities related to revenue participation right purchase agreements, net			191,400			191,400
RP Loan Agreement [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Long term debt			63,544			63,544
RP OM RPA [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Non-cash interest expense recognized					3,000		8,600
RPI Finance Trust [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Liabilities related to revenue participation right purchase agreements, net			99,900			99,900
RP Aficamten RPA and RP OM RPA [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Non-cash interest expense recognized			$ 9,000			$ 22,500
2022 Royalty Pharma Transactions [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Milestone payment	50,000
2022 Royalty Pharma Transactions [Member] \| RP Aficamten RPA, RPI ICAV [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Upfront payment	50,000
Purchased rights to certain revenue streams from net sales in consideration payment	$ 50,000
Percentage of net sales payable	4.50%
4.5% of net revenue to be receivable from annual worldwide net sales	$ 1,000,000
Percentage of net sales payable for excess of annual worldwide net sales	3.50%
3.5% of net sales payable for excess of annual worldwide net sales	$ 1,000,000
Imputed rate of interest on unamortized portion of liability				11.70%
2022 Royalty Pharma Transactions [Member] \| RP Aficamten RPA, RPI ICAV [Member] \| oHCM [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Amount payable of first pivotal clinical trail	50,000
2022 Royalty Pharma Transactions [Member] \| RP Aficamten RPA, RPI ICAV [Member] \| nHCM [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Amount payable of first pivotal clinical trail	50,000
2022 Royalty Pharma Transactions [Member] \| RP Aficamten RPA, RPI ICAV [Member] \| Maximum [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Purchased rights to certain revenue streams from net sales in consideration payment	150,000
2022 Royalty Pharma Transactions [Member] \| RP Aficamten RPA, RPI ICAV [Member] \| Change in Accounting Estimate [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Imputed rate of interest on unamortized liability			25.00%	11.70%		25.00%
Non-cash interest expense recognized			$ 5,500	$ 2,600
Increase (reduction) in net loss			$ 2,800			$ 2,800
Increase (reduction) in net loss per share			$ 0.03			$ 0.03
2022 Royalty Pharma Transactions [Member] \| RP Loan Agreement [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Term loan, maximum borrowing capacity	300,000
Term loan, current borrowing capacity	50,000
Term loan, remaining borrowing capacity	$ 250,000
Long term debt			$ 63,500			$ 63,500
Term loan, maturity year	10 years
Debt instrument effective interest rate	7.65%
Repayable loan percentage to principal amount Including interest and other fees	190.00%
Applicable prepayment charges on term loan	$ 34,600
Debt Instrument, Face Amount	50,000
Interest expense			$ 1,200			$ 3,500
2022 Royalty Pharma Transactions [Member] \| RP Loan Agreement [Member] \| Term Loan Tranche 2 [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Long term debt	50,000
2022 Royalty Pharma Transactions [Member] \| RP Loan Agreement [Member] \| Term Loan Tranche 3 [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Long term debt	25,000
2022 Royalty Pharma Transactions [Member] \| RP Loan Agreement [Member] \| Term Loan Tranche 4 [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Long term debt	75,000
2022 Royalty Pharma Transactions [Member] \| RP Loan Agreement [Member] \| Term Loan Tranche 5 [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Long term debt	$ 100,000
Royalty Purchase Finance Trust Agreement [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Cash payment under royalty agreement		$ 90,000
Purchase of common stock shares		875,656
Stock issued during period, value, issued for services		$ 10,000
Liabilities		$ 92,300
Imputed rate of interest on unamortized liability			7.50%			7.50%				10.00%
Liabilities related to revenue participation right purchase agreements, net			$ 191,360	$ 187,835	$ 174,775	$ 191,360	$ 174,775		$ 183,378	$ 179,072	$ 171,790	$ 168,890	$ 166,068
Royalty Purchase Finance Trust Agreement [Member] \| Forecast [Member] \| Minimum [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Percent of royalty on net sale								5.10%
Royalty Purchase Finance Trust Agreement [Member] \| Maximum [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Additional percent of royalty on net sale		1.00%
Royalty Purchase Finance Trust Agreement [Member] \| Minimum [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Percent of royalty on net sale		4.50%
Royalty Purchase Finance Trust Agreement [Member] \| Change in Accounting Estimate [Member]
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items]
Imputed rate of interest on unamortized liability			7.50%	10.00%		7.50%
Non-cash interest expense recognized			$ 3,400	$ 4,400
Increase (reduction) in net loss			$ (1,100)			$ (1,100)
Increase (reduction) in net loss per share			$ (0.01)			$ (0.01)

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Interest Cost Relating to Notes

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Contractual interest expense	$	294	$	1,380	$	3,054	$	4,140
Amortization of debt discount		—		1,522		—		4,338
Amortization of debt issuance costs		19		15		328		43
Total interest expense recognized	$	313	$	2,917	$	3,382	$	8,521

The following table presents the total amount of interest cost recognized relating to the 2027 Notes (in thousands):


	Three and Nine Months Ended September 30, 2022
Contractual interest expense	$	4,462
Amortization of debt issuance costs		749
Total interest expense recognized	$	5,211

Schedule of Maturities of Notes

Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands):


Years ending December 31:	2027 Notes			2026 Notes
2022 remainder	$	—		$	423
2023		18,638			845
2024		18,900			845
2025		18,900			845
2026		18,900			21,978
Thereafter		558,900			—
Future minimum payments		634,238			24,936
Less: Interest		(94,238	)		(3,804	)
Convertible notes, principal amount		540,000			21,132
Less: Debt costs on the convertible notes		(15,665	)		(481	)
Net carrying amount of the convertible notes	$	524,335		$	20,651

Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 06, 2022	Jan. 01, 2022	Dec. 31, 2021
Cumulative Effect Period of Adoption Adjustment [Line Items]
Accumulated deficit incurred	$ (1,448,614)		$ (1,448,614)			$ (1,197,039)	$ (1,207,620)
Cash requirements term			12 months
Interest expense	$ 6,804	$ 4,161	$ 12,357	$ 12,222
2026 Notes [Member]
Cumulative Effect Period of Adoption Adjustment [Line Items]
Convertible notes, interest rate	4.00%		4.00%
2027 Notes [Member]
Cumulative Effect Period of Adoption Adjustment [Line Items]
Convertible notes, interest rate					3.50%
ASU 2020-06 [Member]
Cumulative Effect Period of Adoption Adjustment [Line Items]
Accumulated deficit incurred						10,581
Deferred tax liability reversal						$ 8,300
Increase in net loss	$ 200		$ 3,100
Increase in net loss per share			$ 0.03
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true		true
ASU 2020-06 [Member] \| 2026 Notes [Member]
Cumulative Effect Period of Adoption Adjustment [Line Items]
Interest expense	$ 300		$ 3,400
Decrease in interest expense	$ 200		$ 3,100

Agreements with Royalty Pharma (Tables)

9 Months Ended

Sep. 30, 2022

Agreements with Royalty Pharma [Abstract]

Schedule of Total Consideration

The total consideration was allocated as follows (in thousands):


	Fair Value		Proceeds		Allocation
Units of Accounting:
Revenue Participation Right Purchase Agreement	$	69,498	$	100,000	$	89,571
Development Funding Loan Agreement		46,887		50,000		60,429
Total consideration	$	116,385	$	150,000	$	150,000

Schedule of Future Minimum Payments under Term Loan Agreement

Future minimum payments under the RP Loan Agreement are (in thousands):


Years ending December 31:
2022 remainder	$	—
2023		1,440
2024		10,080
2025		11,520
2026		11,520
Thereafter		60,480
Future minimum payments		95,040
Less: Unamortized interest and loan costs		(31,496	)
Term Loan, net	$	63,544

Schedule of Activity within Liabilities Related to Sale of Future Royalties

Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands):


	2022				2021
	RP Aficamten Liability		RP OM Liability		RP OM Liability
Beginning balance, January 1	$	—	$	179,072	$	166,068
Initial carrying value		89,571		—		—
Interest accretion		2,286		4,278		2,795
Amortization of issuance costs		—		28		27
Ending balance, March 31		91,857		183,378		168,890
Interest accretion		2,574		4,429		2,871
Amortization of issuance costs		—		28		29
Ending balance, June 30		94,431		187,835		171,790
Interest accretion		5,469		3,494		2,955
Amortization of issuance costs		—		31		30
Ending balance, September 30	$	99,900	$	191,360	$	174,775

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Instruments Excluded from the Computation of Diluted Net Loss Per Share

The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands):


	September 30, 2022		September 30, 2021
Options to purchase common stock		10,838		9,511
Warrants to purchase common stock		13		48
Restricted stock and performance units		1,275		1,515
Shares issuable related to the ESPP		41		38
Shares issuable upon conversion of 2026 Notes		2,554		16,675
Shares issuable upon conversion of 2027 Notes		10,572		—
Total shares		25,293		27,787

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 106,238	$ 112,666
Short-term investments	761,426	358,972
Accounts receivable	2,294	51,819
Prepaid expenses and other current assets	14,317	12,215
Total current assets	884,275	535,672
Long-term investments	28,544	152,050
Property and equipment, net	80,302	73,271
Operating lease right-of-use assets	75,076	73,138
Other assets	7,764	7,188
Total assets	1,075,961	841,319
Current liabilities:
Accounts payable	14,429	21,087
Accrued liabilities	40,229	34,370
Short-term operating lease liabilities	16,056	14,863
Other current liabilities	5,782	1,540
Total current liabilities	76,496	71,860
Term loan, net	63,544	47,367
Convertible notes, net	544,986	95,471
Liabilities related to revenue participation right purchase agreements, net	291,260	179,072
Long-term deferred revenue	0	87,000
Long-term operating lease liabilities	114,405	112,229
Other non-current liabilities	1,247	4,457
Total liabilities	1,091,938	597,456
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value	0	0
Common stock, $0.001 par value	93	84
Additional paid-in capital	1,438,103	1,452,268
Accumulated other comprehensive loss	(5,559)	(869)
Accumulated deficit	(1,448,614)	(1,207,620)
Total stockholders (deficit) equity	(15,977)	243,863
Total liabilities and stockholders (deficit) equity	$ 1,075,961	$ 841,319

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

Note 8 — Stockholders’ Equity

Equity Incentive Plan

Our Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”) provides for us to grant incentive stock options, nonstatutory stock options, restricted stock, stock appreciation rights, restricted stock units, performance shares and performance units to employees, directors and consultants. We may grant options for terms of up to ten years at prices not lower than 100% of the fair market value of our common stock on the date of grant. Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years. Options granted to existing employees generally vest monthly over a period of four years.

In May 2022, our stockholders approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 6.0 million shares. In May 2022, our board of directors approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 1.6 million shares for inducement grants to new employees. As of September 30, 2022, the total authorized shares under the 2004 Plan available for grant was 10.0 million.

Performance Stock Units

In May 2021, the Compensation and Talent Committee of the Company’s Board of Directors (“the Compensation Committee”) granted a total of 375,000 Performance Stock Units (“PSUs”) to certain employees with a weighted average grant date fair value of $25.32 per unit. The fair value of the PSUs was determined on the grant date based on the fair value of the Company’s common stock at such time. The PSUs consist of two equal tranches with 50% of each tranche vesting upon achieving certain performance criteria and 50% vesting at the one-year anniversary of such achievement provided the recipient has been continuously employed by the Company. The first tranche vests upon certification by the Compensation Committee that the NDA for omecamtiv mecarbil has been filed and accepted by the FDA by December 31, 2021 or June 30, 2022 and the second tranche vests upon certification by the Compensation Committee that the FDA approval of the NDA is with an approved label that is consistent with the expectations underlying the Company’s commercial launch plans for omecamtiv mecarbil in effect immediately prior to such approval by June 30, 2022 or December 31, 2022. As the FDA accepted our NDA for omecamtiv mecarbil subsequent to the year ended 2021, it resulted in a change of estimate of the probability of meeting the performance conditions for the PSU grants during the fourth quarter of 2021. The previous estimate was based on assumptions that were the best available information at the time. The change of estimate resulted in a cancellation of 91,250 PSUs and decrease of $0.5 million in stock-based compensation expense for the year ended December 31, 2021.

During the nine months ended September 30, 2022, the performance target for the first tranche of PSUs was met. As a result, the Company recognized expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2022, respectively, for the first tranche of PSUs. No expense has been recognized for the second tranche to date. It is unlikely that the performance target for the second tranche of PSUs will be met as the FDA recently extended the PDUFA target action date for omecamtiv mecarbil to February 28, 2023. As of September 30, 2022, there was $0.2 million of unamortized stock-based compensation which may vest and be recognized with respect to the achievement of the performance goals and service period. The Company will assess the likelihood of achieving the performance conditions quarterly and the expense recognized will be adjusted accordingly.

Warrants

In May 2022, Silicon Valley Bank exercised 16,901 warrants issued pursuant to the Term Loan Agreement with a strike price of $7.10 per share and elected the cashless settlement method. Accordingly, in May 2022, we issued to Silicon Valley Bank a total of 14,136 shares of our common stock. In June 2022, Silicon Valley Bank exercised additional 9,226 warrants and 8,638 warrants with a strike price of $9.76 per share and $10.42 per share, respectively.

As of September 30, 2022, we had outstanding warrants issued pursuant to the Term Loan Agreement with a weighted average exercise price of $10.42 per share to purchase 12,957 shares of our common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Accrued Liabilities

Accrued liabilities were as follows (in thousands):


	September 30, 2022		December 31, 2021
Accrued liabilities:
Clinical and preclinical costs	$	12,336	$	13,872
Compensation related		17,775		14,930
Other accrued expenses		10,118		5,568
Total accrued liabilities	$	40,229	$	34,370

Net Loss Per Share - Instruments Excluded from the Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	25,293	27,787
Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	10,838	9,511
Warrants to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	13	48
Restricted Stock and Performance Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	1,275	1,515
Shares Issuable Related to the ESSP [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	41	38
2026 Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	2,554	16,675
2027 Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares	10,572	0

Agreements with Royalty Pharma - Schedule Represents Allocation of Transaction Consideration on a Relative Fair Value Basis to the Liability and the Common Stock (Detail) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Royalty Liability [Line Items]
Liabilities related to revenue participation right purchase agreements, net beginning balance			$ 179,072				$ 179,072
Liabilities related to revenue participation right purchase agreements, net ending balance	$ 291,260						291,260
RP Aficamten Liability
Royalty Liability [Line Items]
Liabilities related to revenue participation right purchase agreements, net beginning balance	94,431	$ 91,857	0				0
Initial carrying value			89,571
Interest accretion	5,469	2,574	2,286
Amortization of issuance costs	0	0	0
Liabilities related to revenue participation right purchase agreements, net ending balance	99,900	94,431	91,857				99,900
RPOM Liability
Royalty Liability [Line Items]
Liabilities related to revenue participation right purchase agreements, net beginning balance	187,835	183,378	179,072	$ 171,790	$ 168,890	$ 166,068	179,072	$ 166,068
Initial carrying value			0			0
Interest accretion	3,494	4,429	4,278	2,955	2,871	2,795
Amortization of issuance costs	31	28	28	30	29	27
Liabilities related to revenue participation right purchase agreements, net ending balance	$ 191,360	$ 187,835	$ 183,378	$ 174,775	$ 171,790	$ 168,890	$ 191,360	$ 174,775

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 02, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Trading Symbol	CYTK
Entity Registrant Name	CYTOKINETICS, INCORPORATED
Entity Central Index Key	0001061983
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	000-50633
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3291317
Entity Address, Address Line One	350 Oyster Point Blvd
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	650
Local Phone Number	624-3000
Entity Common Stock, Shares Outstanding		94,631,001
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Total revenues	$ 2,515	$ 5,437	$ 92,631	$ 14,828
Operating expenses:
Research and development	62,734	48,436	165,795	116,440
General and administrative	48,222	26,202	124,008	62,997
Total operating expenses	110,956	74,638	289,803	179,437
Operating loss	(108,441)	(69,201)	(197,172)	(164,609)
Interest expense	(6,804)	(4,161)	(12,357)	(12,222)
Loss on settlement of debt	(22,246)	0	(24,939)	0
Non-cash interest expense on liabilities related to revenue participation right purchase agreements	(8,963)	(2,955)	(22,530)	(8,621)
Interest and other income, net	4,144	231	5,423	708
Net loss	$ (142,310)	$ (76,086)	$ (251,575)	$ (184,744)
Net loss per share - basic	$ (1.52)	$ (0.95)	$ (2.85)	$ (2.48)
Net loss per share - diluted	$ (1.52)	$ (0.95)	$ (2.85)	$ (2.48)
Weighted-average number of shares used in computing net loss per share - basic	93,758	80,329	88,195	74,460
Weighted-average number of shares used in computing net loss per share - diluted	93,758	80,329	88,195	74,460
Other comprehensive loss:
Unrealized loss on available-for-sale securities, net	$ (1,065)	$ (43)	$ (4,690)	$ (214)
Comprehensive loss	(143,375)	(76,129)	(256,265)	(184,958)
Research and Development Revenues [Member]
Revenues:
Total revenues	2,515	437	4,631	9,828
Milestone Revenues [Member]
Revenues:
Total revenues	0	5,000	1,000	5,000
Realization of Revenue Participation Right Purchase Agreement [Member]
Revenues:
Total revenues	$ 0	$ 0	$ 87,000	$ 0

Debt - Additional Information (Detail)				3 Months Ended		9 Months Ended
Debt - Additional Information (Detail)	Jul. 06, 2022 USD ($) $ / shares shares	Nov. 13, 2019 USD ($) $ / shares shares	Nov. 07, 2019 $ / shares	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Days $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 $ / shares
Debt Instrument [Line Items]
Interest expense				$ 6,804,000	$ 4,161,000	$ 12,357,000	$ 12,222,000
Loss on settlement of debt						$ (2,693,000)	0
Common stock, par value \| $ / shares				$ 0.001		$ 0.001		$ 0.001
Conversion of units						$ 512,200,000
Purchase of capped call options associated with convertible notes						13,400,000
Cap price of capped call transactions \| $ / shares			$ 14.07
Capped call premium percentage of sale price of common stock			70.00%
Oxford and Silicon Valley Bank [Member] \| Term Loan Agreement [Member]
Debt Instrument [Line Items]
Loss on settlement of debt						$ 2,700,000
Oxford and Silicon Valley Bank [Member] \| 2019 Term Loan [Member] \| Term Loan Agreement [Member]
Debt Instrument [Line Items]
Interest expense					$ 1,200,000		$ 3,600,000
Oxford and Silicon Valley Bank [Member] \| 2019 Term Loan [Member] \| Amended Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, applicable interest rate for scenario 1				8.05%		8.05%
Debt instrument, base interest rate for scenario 2				6.81%		6.81%
Interest rate description						Both borrowings under the Term Loan Agreement were subject to interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate
Oxford and Silicon Valley Bank [Member] \| 2019 Term Loan [Member] \| New Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Loan repayment terms						The borrowing under the Term Loan Agreement was repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for aficamten in oHCM and was extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. The ultimate interest-only period was to be followed by equal monthly payments of principal and interest to the maturity date in December 2023
Final payment fee percentage						6.00%
2026 Notes [Member]
Debt Instrument [Line Items]
Principal amount of original loan		$ 138,000,000.0		$ 21,132,000		$ 21,132,000
Issuance of shares of common stock \| shares	8,071,343
Repurchase of principal amount of original loan	$ 116,900,000
Inducement loss as a result of partial repurchase	22,200,000
Aggregate principal amount remaining				21,100,000		$ 21,100,000
Number of instalments description						payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020
Convertible notes, maturity date		Nov. 15, 2026
Convertible debt, fair value				99,600,000		$ 99,600,000
Convertible notes, interest rate		4.00%
Convertible notes, sinking fund		$ 0
Convertible notes, shares issued \| shares		94.7811
Convertible notes, principal amount		$ 1,000
Convertible notes, initial conversion price \| $ / shares		$ 10.55
Convertible notes, type of equity security issued						common stock
Net proceeds from convertible notes, net of debt discount and issuance costs		$ 133,900,000
Convertible notes, conversion description						The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate.
Convertible notes, redemption description						The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture agreement, dated November 13, 2019 between the Company and U.S. Bank National Association, as trustee, as supplemented by the first supplemental indenture dated as of November 13, 2019 between the Company and such trustee) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Debt instrument, unamortized debt issuance cost				$ 500,000		$ 500,000
Unamortized debt discount amortization period						4 years 2 months 12 days
If-converted value in excess of principal amount						$ 102,600,000
Conversion of units \| shares						2,600,000
Conversion of units						$ 123,700,000
Stock price \| $ / shares				$ 48.45		$ 48.45
2026 Notes [Member] \| Liability [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate				4.60%		4.60%
2026 Notes [Member] \| Debt Instrument Convertible Covenant One [Member]
Debt Instrument [Line Items]
Convertible notes, percentage of conversion price						127.50%
Convertible notes, trading days \| Days						20
Convertible notes, consecutive trading days \| Days						30
2026 Notes [Member] \| Debt Instrument Convertible Covenant Two [Member]
Debt Instrument [Line Items]
Convertible notes, percentage of last reported sale price of common stock						98.00%
Convertible notes, trading days \| Days						5
Convertible notes, consecutive trading days \| Days						10
2027 Notes [Member]
Debt Instrument [Line Items]
Principal amount of original loan	540,000,000.0			$ 540,000,000		$ 540,000,000
Payment associated with convertible notes	$ 140,300,000
Number of instalments description	payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023
Convertible notes, maturity date	Jul. 01, 2027
Convertible debt, fair value				659,900,000		659,900,000
Convertible notes, interest rate	3.50%
Convertible notes, shares issued \| shares	19.5783
Convertible notes, principal amount	$ 1,000					$ 1,000
Convertible notes, initial conversion price \| $ / shares	$ 51.08
Convertible notes, type of equity security issued						Common Stock
Net proceeds from convertible notes, net of debt discount and issuance costs	$ 523,600,000
Convertible notes, conversion description						The 2027 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate(s). The initial conversion rate for the 2027 Notes is 19.5783 shares of the Company’s Common Stock per $1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $51.08 per share. Holders of the 2027 Notes may convert all or any portion of their convertible notes at their option only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2022, if the last reported sale price per share of the Company’s common stock, $0.001 par value per share, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the indenture agreement, dated July 6, 2022, between the Company and U.S. Bank Trust Company, as trustee (the “2027 Indenture”); (iv) if the Company calls such 2027 Notes for redemption; and (v) at any time from, and including, March 1, 2027 until the close of business on the scheduled trading day immediately before the maturity date.
Convertible notes, redemption description						The Company may not redeem the 2027 Notes at its option at any time before July 7, 2025. The 2027 Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at the Company’s option at any time, and from time to time, on or after July 7, 2025 and, in the case of a partial redemption, on or before the 60th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any of the 2027 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that convertible note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. The conversion rate for the 2027 Notes shall not exceed 25.4517 shares per $1,000 principal amount of such Notes, subject to certain customary anti-dilution adjustments (as defined in the 2027 indenture). Pursuant to the Partial Redemption Limitation, the Company may not elect to redeem less than all of the outstanding 2027 Notes unless at least $75.0 million aggregate principal amount of 2027 Notes are outstanding and not subject to redemption as of the time the Company sends the related redemption notice.
Notes issuance costs	$ 16,400,000
Notes issuance costs amortization period						5 years
Debt instrument, unamortized debt issuance cost				$ 15,700,000		$ 15,700,000
Unamortized debt discount amortization period						4 years 9 months 18 days
If-converted value in excess of principal amount						$ 540,000,000.0
Conversion of units \| shares						10,500,000
Stock price \| $ / shares				$ 48.45		$ 48.45
2027 Notes [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Convertible notes, shares issued \| shares	25.4517
2027 Notes [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Aggregate principal amount of notes outstanding	$ 75,000,000.0
2027 Notes [Member] \| Liability [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate				4.17%		4.17%
2027 Notes [Member] \| Debt Instrument Convertible Covenant One [Member]
Debt Instrument [Line Items]
Common stock, par value \| $ / shares				$ 0.001		$ 0.001
Convertible notes, percentage of conversion price						130.00%
Convertible notes, trading days \| Days						20
Convertible notes, consecutive trading days \| Days						30
2027 Notes [Member] \| Debt Instrument Convertible Covenant Two [Member]
Debt Instrument [Line Items]
Convertible notes, percentage of last reported sale price of common stock						98.00%
Convertible notes, trading days \| Days						5
Convertible notes, consecutive trading days \| Days						10

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4 — Fair Value Measurements

We value our financial assets and liabilities at fair value, defined as the price that would be received for assets when sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of fair value.

We classify fair value based on the observability of those inputs using a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement):

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed valuation models.

Fair value of financial assets:


		September 30, 2022
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	Level 1	$	95,463	$	—	$	—		$	95,463
U.S. Treasury securities	Level 1		216,513		—		(1,940	)		214,573
U.S. and non-U.S. government agency bonds	Level 2		95,783		5		(839	)		94,949
Commercial paper	Level 2		356,570		1		(741	)		355,830
U.S. and non-U.S. corporate obligations	Level 2		136,659		—		(2,045	)		134,614
		$	900,988	$	6	$	(5,565	)	$	895,429


		December 31, 2021
	Fair Value Hierarchy Level	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	Level 1	$	115,937	$	—	$	—		$	115,937
U.S. Treasury securities	Level 1		133,498		1		(268	)		133,231
U.S. and non-U.S. government agency bonds	Level 2		33,489		—		(53	)		33,436
Commercial paper	Level 2		169,622		6		(19	)		169,609
U.S. and non-U.S. corporate obligations	Level 2		175,282		—		(536	)		174,746
		$	627,828	$	7	$	(876	)	$	626,959

The available-for-sale securities in our condensed consolidated balance sheet are as follows (in thousands):


	September 30, 2022		December 31, 2021
Cash equivalents	$	105,459	$	115,937
Short-term investments		761,426		358,972
Long-term investments		28,544		152,050
	$	895,429	$	626,959

Interest income, net was $4.1 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and $5.4 million and 0.7 million for the nine months ended September 30, 2022 and 2021, respectively.

No credit losses on debt securities were recognized during the nine months ended September 30, 2022 or 2021. In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The carrying amount of our accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.

There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.

- 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

Research and Development Arrangements

9 Months Ended

Sep. 30, 2022

Research and Development [Abstract]

Research and Development Arrangements

Note 3 — Research and Development Arrangements

2021 Ji Xing and RTW Transactions


	Allocated Consideration
Units of Accounting:
License and collaboration	$	54,856
Common stock (fair value)		15,144
Total consideration	$	70,000

Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement

On December 20, 2021, we entered into a License and Collaboration Agreement (the “Ji Xing OM License Agreement”) with Ji Xing Pharmaceuticals Limited, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize omecamtiv mecarbil in the People's Republic of China (including the Hong Kong and Macau Special Administrative Districts) (together “China”) and Taiwan, and which was subsequently assigned to Ji Xing Pharmaceuticals Hong Kong Limited (together with Ji Xing Pharmaceuticals Limited, “Ji Xing”). Under the terms of the Ji Xing OM License Agreement, we are the beneficiary of a nonrefundable $50.0 million payment obligation from Ji Xing comprised of a $40.0 million payment as consideration for the rights granted by us to Ji Xing and $10.0 million attributable to our having submitted to the U.S. Food and Drug Administration (the “FDA”) a new drug application (“NDA”) for omecamtiv mecarbil. The $50.0 million payment was received by the Company in January 2022. We may be eligible to receive from Ji Xing additional payments totaling up to $330.0 million for the achievement of certain commercial milestone events in connection to omecamtiv mecarbil. In addition, Ji Xing will pay us tiered royalties in the mid-teens to the low twenties range on the net sales of pharmaceutical products containing omecamtiv mecarbil in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

Ji Xing will be responsible for the development and commercialization of omecamtiv mecarbil at its own cost and is required to use diligent efforts to develop and commercialize omecamtiv mecarbil in China and Taiwan. The development of omecamtiv mecarbil will be initially focused on heart failure with reduced ejection fraction (“HFrEF”), and Ji Xing will have the opportunity to participate in Cytokinetics’ global clinical trials of omecamtiv mecarbil. Cytokinetics will supply omecamtiv mecarbil to Ji Xing either as a finished product or as an active pharmaceutical ingredient. Ji Xing may reimburse Cytokinetics for certain costs related to development and supply activities that we performed on their behalf.

The Ji Xing OM License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Ji Xing has the right to terminate the Ji Xing OM License Agreement for convenience. Each party may terminate the Ji Xing OM License Agreement for the other party’s uncured material breach, insolvency, or failure to perform due to extended force majeure events. Cytokinetics may also terminate the Ji Xing OM License Agreement if Ji Xing challenges Cytokinetics’ patents or undergoes certain change of control transactions. Rights granted to Ji Xing in relation to omecamtiv mecarbil will revert to Cytokinetics upon termination, and, under certain circumstances, subject to a low single digit royalty payment by the Company to Ji Xing on the net sales of the products containing the compound omecamtiv mecarbil in China and Taiwan. We assessed this arrangement in accordance with ASC 606 and concluded that there is one performance obligation relating to the license of functional intellectual property. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $54.9 million for 2021. Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and excluded any potential milestone payments from the initial transaction price.

The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales- and usage-based royalty exception as these amounts have been determined to relate predominantly to the license.

We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Common Stock Purchase Agreements

On December 20, 2021, as part of the 2021 RTW Transactions, we entered into common stock purchase agreements with each of RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited (collectively, the “RTW Investors”). These common stock purchase agreements provided for the sale and issuance of an aggregate of 511,182 shares of our common stock at a price per share of $39.125 and an aggregate purchase price of $20.0 million. The closing occurred on December 20, 2021. The RTW Investors have agreed to certain trading and other restrictions with respect to the shares of common stock they purchased pursuant to these agreements, including a restriction on sales or other transfers of the shares, subject to certain exceptions, for a period of one year from the closing date. The restrictions resulted in a premium paid by the RTW Investors of $4.9 million, which represents the excess amount paid over the fair value of the shares of common stock purchased. The premium was determined by analyzing the restrictions discount applied to the closing stock price as of December 20, 2021, which is a Level 2 fair value input. The cash received less the calculated premium is the $15.1 million fair value of the common stock recorded.

2020 Ji Xing and RTW Transactions

On July 14, 2020, we entered into a series of transactions as described below with RTW Royalty Holdings Designated Activity Company (“RTW Royalty Holdings”) and Ji Xing Pharmaceuticals Limited, related to aficamten, our proprietary small molecule cardiac myosin inhibitor product, a novel cardiac myosin inhibitor, and other assets (together, the “2020 RTW Transactions”). The 2020 RTW Transactions include entering into a licensing and collaboration agreement with Ji Xing, the sale of Cytokinetics common stock to the RTW Investors, an agreement to sell to RTW Royalty Holdings our interest in certain future royalties on net sales of products containing the compound mavacamten that are or may be developed or commercialized by Bristol-Myers Squibb Company (formerly by MyoKardia, Inc.), including Camzyostm (mavacamten), and the ability for the Company to obtain additional funding in the future from RTW Royalty Holdings, upon the achievement of certain clinical trial milestones, in exchange for future royalty payments as further discussed below. As a result, we have received and expect to receive a combination of license fees, milestone revenues and sale proceeds from the RTW Investors, RTW Royalty Holdings and Ji Xing.


	Allocated Consideration
Units of Accounting:
License and collaboration (residual)	$	36,501
Royalty (fair value)		87,000
Common stock (fair value)		36,499
Total consideration	$	160,000

Ji Xing Aficamten License and Collaboration Agreement

On July 14, 2020, we entered into a License and Collaboration Agreement (the “Ji Xing Aficamten License Agreement”) with Ji Xing Pharmaceuticals Limited, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize aficamten in China and Taiwan, and which was subsequently assigned to Ji Xing Pharmaceuticals Hong Kong Limited. Under the terms of the Ji Xing Aficamten License Agreement, we received from Ji Xing a nonrefundable upfront payment of $25.0 million. We may be eligible to receive from Ji Xing milestone payments totaling up to $200.0 million for the achievement of certain development and commercial milestone events in connection to aficamten in the field of obstructive hypertrophic cardiomyopathy (“oHCM”) and/or non-obstructive hypertrophic cardiomyopathy (“nHCM”) and other indications. In addition, Ji Xing will pay us tiered royalties in the low-to-high teens range on the net sales of the products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

Ji Xing will be responsible for the development and commercialization of aficamten at its own cost and is required to use diligent efforts to develop and commercialize aficamten in China and Taiwan. The development of aficamten will be initially focused on hypertrophic cardiomyopathy, and Ji Xing will have the opportunity to participate in Cytokinetics’ global pivotal clinical trials of aficamten. Cytokinetics or a designated supplier will supply aficamten to Ji Xing either as a finished product or as an active pharmaceutical ingredient.

The Ji Xing Aficamten License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Ji Xing has the right to terminate the Ji Xing Aficamten License Agreement for convenience. Each party may terminate the Ji Xing Aficamten License Agreement for the other party’s uncured material breach, insolvency, or failure to perform due to extended force majeure events. Cytokinetics may also terminate the Ji Xing Aficamten License Agreement if Ji Xing challenges Cytokinetics’ patents or undergoes certain change of control transactions. Rights granted to Ji Xing in relation to aficamten will revert to Cytokinetics upon termination, and, under certain circumstances, subject to a low single digit royalty payment by the Company to Ji Xing on the net sales of the products containing the compound aficamten in China and Taiwan.

We assessed this arrangement in accordance with ASC 606 and concluded that there is one performance obligation relating to the license of functional intellectual property. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $36.5 million for 2020. No license revenue was recognized in 2021 related to the Ji Xing Aficamten License Agreement. Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the initial transaction price.

The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales-and usage-based royalty exception of ASC 606 as these amounts have been determined to relate predominantly to the license.

We recognized a $5.0 million milestone from Ji Xing during the third quarter of 2021 for initiation of a phase 3 clinical trial for aficamten in oHCM. Although our contractual right to payment had not arisen under the Ji Xing Aficamten License Agreement, we determined recognition of the milestone in accordance with ASC 606 during the third quarter of 2021 was appropriate based on our expected initiation of a phase 3 clinical trial of aficamten in oHCM and was recorded as a corresponding contract asset in other current assets in our consolidated balance sheet as of December 31, 2021. The $5.0 million was reclassed to accounts receivable since we had a contractual right to payment as of March 31, 2022 and received such payment during the quarter ended June 30, 2022.

Royalty Purchase Agreement

On July 14, 2020, we entered into a Royalty Purchase Agreement (the “RTW Royalty Purchase Agreement”) with RTW Royalty Holdings, pursuant to which we sold our right to receive certain payments on the net sales of products containing the compound mavacamten, a cardiac myosin inhibitor (the “Mavacamten Royalty”), under the Research Collaboration Agreement, dated August 24, 2012, between us and MyoKardia, Inc. to RTW Royalty Holdings for a one-time payment of $85.0 million. The RTW Royalty Purchase Agreement transaction closed on November 13, 2020. On March 31, 2021, RTW Royalty Holdings assigned its rights and obligations under the RTW Royalty Purchase Agreement to its affiliate, RTW Investments ICAV for RTW Fund 1 (“RTW ICAV”). We understand that on April 18, 2022, RTW ICAV and MyoKardia, Inc. entered into agreements, which purported to assign all of RTW ICAV's rights, title and interest to the Mavacamten Royalty to MyoKardia, Inc., and on April 25, 2022, we entered into a tripartite agreement with RTW ICAV and MyoKardia, Inc. acknowledging the release and discharge of any further obligations by us or MyoKardia, Inc. in connection to the Mavacamten Royalty.

The allocation of the consideration for the 2020 RTW Transactions resulted in $87.0 million being allocated to the RTW Royalty Purchase Agreement representing its fair value. The fair value was determined using an income approach method based on management’s estimates of the discounted cash flows to be received over the term of the related royalty agreement, which are Level 3 fair value inputs. Management’s estimates included significant unobservable inputs. These inputs are derived using internal management estimates developed based on third party data and reflect management’s judgements, current market conditions surrounding competing products, and forecasts. The significant unobservable inputs include the estimated patient population, estimated selling price, estimated peak sales and sales ramp, the expected term of the royalty stream, and timing of the expected launch. The $87.0 million was initially recorded as deferred revenue. On April 25, 2022, as discussed above, we entered into a tripartite agreement with RTW ICAV and MyoKardia, Inc. acknowledging the release and discharge of any further obligations by us or MyoKardia, Inc. in connection to the Mavacamten Royalty. As a result of the full extinguishment of the Mavacamten Royalty, we recognized revenue of $87.0 million.

Common Stock Purchase Agreements

On July 14, 2020, we entered into common stock purchase agreements with each of the RTW Investors. These common stock purchase agreements provided for the sale and issuance of an aggregate of 2.0 million shares of common stock of Cytokinetics at a price per share of $25.00 and an aggregate purchase price of $50.0 million. The closing occurred on July 14, 2020. The RTW Investors have agreed to certain trading and other restrictions with respect to the shares of common stock they purchased pursuant to these agreements, including a restriction on sales or other transfers of the shares, subject to certain exceptions, for a period of two years from the closing date, which period will be extended if certain conditions are met. The restrictions resulted in a premium paid by RTW investors of $13.5 million which represents the excess amount paid over the fair value of the shares of common stock purchased. The premium was determined by analyzing the holding period discount applied to the 30-day average stock price as of July 14, 2020, which is a Level 2 fair value input. The cash received less the calculated premium is the $36.5 million fair value of the common stock recorded.

Funding Agreement

During July 2020, we also entered into a Funding Agreement (the “Funding Agreement”) with RTW Royalty Holdings. Pursuant to the Funding Agreement, RTW Royalty Holdings had committed to provide up to $90.0 million (the “RTW Funding Commitment”) to fund our development and commercialization of aficamten in nHCM and oHCM.

On January 7, 2022, we announced that we had elected to unilaterally terminate the Funding Agreement in connection with our entry into the RP Aficamten RPA (as defined below). At the time of its termination, we had not exercised any rights to sell any revenue interest in aficamten under the Funding Agreement.

Astellas Pharma Inc. (“Astellas”)

Our strategic alliance with Astellas to advance novel therapies for diseases and medical conditions associated with skeletal muscle impairment and weakness commenced in 2013 under the License and Collaboration Agreement, dated June 21, 2013 between the parties (the “Astellas Agreement”).

On April 23, 2020, we and Astellas entered into the two agreements referenced below which, taken together, amend and restate the Company’s research, development and commercialization collaboration with Astellas under the Astellas Agreement.

Fast Skeletal Regulatory Activator Agreement

The Company and Astellas entered into a Fast Skeletal Regulatory Activator Agreement, dated April 23, 2020 (the “Astellas FSRA Agreement”). As a result of the Astellas FSRA Agreement, the Company will now have exclusive control and responsibility for the Company's future development and commercialization of reldesemtiv, CK-601 and other fast skeletal regulatory activator (collectively “FSRA”) compounds and products, and accordingly, Astellas has agreed to terminate its license to all FSRA compounds and related products.

Under the Astellas FSRA Agreement, Astellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million. In addition, Astellas agreed to non-cash contributions to the Company, which include the transfer of its existing inventories of active pharmaceutical ingredient of reldesemtiv and CK-601. Astellas has also agreed to the continued conduct of ongoing stability studies pertaining to such existing inventories of active pharmaceutical ingredient, at Astellas’ cost. In exchange, the Company will pay Astellas a low- to mid- single digit royalty on sales of reldesemtiv in the United States, Canada, United Kingdom and the European Union until the later of (i) ten years following the first commercial sale of such product in a major market country, or (ii) December 31, 2034, subject to certain royalty reduction provisions. The Company will not owe Astellas royalties on sales of reldesemtiv in any other country, or on the sale of any FSRA compounds or related products other than reldesemtiv.

License and Collaboration Agreement for Other Skeletal Sarcomere Activators

The Company and Astellas also entered into that certain License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020 (the “Astellas OSSA Agreement”), which is an amendment and restatement of the Astellas Agreement and removes the FSRA compounds and related products from the collaboration.

On April 27, 2021, we received written notice of termination from Astellas of the Astellas OSSA Agreement. The termination of the Astellas OSSA Agreement was effective November 1, 2021.

We recognized research revenue for reimbursements from Astellas of internal costs of certain full-time employee equivalents, supporting collaborative research and development programs, and of other costs related to those programs through March 31, 2021 when the research term of the Astellas OSSA Agreement expired.

Research and development revenue from Astellas was $2.5 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, and $4.6 million and $2.5 million for the nine months ended September 30, 2022 and 2021, respectively.

Amgen Inc. (“Amgen”)

On November 23, 2020, we received written notice of termination from Amgen of that certain Collaboration and Option Agreement, dated December 29, 2006, as amended (the “Amgen Agreement”) pertaining to the discovery, development and commercialization of novel small molecule therapeutics, including omecamtiv mecarbil, a novel cardiac myosin activator, and CK-136 (formerly AMG 594), a novel cardiac troponin activator. The termination of the Amgen Agreement was effective May 20, 2021.

We recognized research and development revenue for reimbursements from Amgen of both internal costs of certain full-time employee equivalents and other costs related to the Amgen Agreement, which terminated effective May 20, 2021. There was no research and development revenue from Amgen for the three months ended September 30, 2022 and 2021 and nine months ended September 30, 2022. Research and development revenue from Amgen was $7.4 million for the nine months ended September 30, 2021.

Organization and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Adjustments made to Condensed Consolidated Balance Sheet upon Adoption of New Standard

The following table summarizes the adjustments made to our condensed consolidated balance sheet as of January 1, 2022, upon adoption of the new standard:


Balance sheet account description	Ending Balance as of December 31, 2021			ASU 2020-06 Adjustments			Beginning Balance as of January 1, 2022
Convertible notes, net	$	95,471		$	38,895		$	134,366
Additional paid-in capital		1,452,268			(49,476	)		1,402,792
Accumulated deficit		(1,207,620	)		10,581			(1,197,039	)

Debt - Schedule of Future Minimum Payments under 2026 Notes (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Jul. 06, 2022	Dec. 31, 2021	Nov. 13, 2019
Debt Instrument [Line Items]
Net carrying amount of the convertible notes	$ 544,986		$ 95,471
2026 Notes [Member]
Debt Instrument [Line Items]
2022 remainder	423
2023	845
2024	845
2025	845
2026	21,978
Thereafter	0
Term Loan, net	24,936
Less: Interest	(3,804)
Convertible notes, principal amount	21,132			$ 138,000
Less: Debt costs on the convertible notes	(481)
Net carrying amount of the convertible notes	20,651
2027 Notes [Member]
Debt Instrument [Line Items]
2022 remainder	0
2023	18,638
2024	18,900
2025	18,900
2026	18,900
Thereafter	558,900
Term Loan, net	634,238
Less: Interest	(94,238)
Convertible notes, principal amount	540,000	$ 540,000
Less: Debt costs on the convertible notes	(15,665)
Net carrying amount of the convertible notes	$ 524,335

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Note 7 — Debt

Silicon Valley Bank and Oxford Finance Term Loans

Prior to January 7, 2022, we maintained a loan and security agreement dated as of October 19, 2015, as amended (the “Term Loan Agreement”), with Silicon Valley Bank and Oxford Finance LLC (“Oxford”) (the “Lenders”).

Both borrowings under the Term Loan Agreement were subject to interest at an annual rate equal to the greater of (a) 8.05% or (b) the sum of 6.81% plus the 30-day U.S. LIBOR rate. The borrowing under the Term Loan Agreement was repayable in monthly interest-only payments through December 31, 2020. The interest-only period was automatically extended until July 1, 2021 as a result of the Company’s initiation of a Phase 2 trial for aficamten in oHCM and was extended through December 31, 2021 as a result of the achievement of positive results in GALACTIC-HF, the trial of omecamtiv mecarbil in chronic heart failure as announced on October 8, 2020. The ultimate interest-only period was to be followed by equal monthly payments of principal and interest to the maturity date in December 2023. We were required to make a final payment upon loan maturity of 6.00% of the notes payable, which we accreted over the life of the Term Loan Agreement. Our obligations under the Term Loan Agreement were secured by substantially all our current and future assets, other than our intellectual property.

The Term Loan Agreement was terminated and all amounts thereunder repaid in connection to our entry into that certain Development Funding Loan Agreement, dated January 7, 2022 (the “RP Loan Agreement”), between us and Royalty Pharma Development Funding, LLC (“RPDF”), as further described below. Amounts outstanding under the Term Loan Agreement were classified as non-current in our condensed consolidated balance sheet as of December 31, 2021, because short-term obligations expected to be refinanced on a long-term basis are not expected to require the use of working capital during the ensuing fiscal year.

As a result of the termination of the Term Loan Agreement and the repayment to the Lenders, during the nine months ended September 30, 2022, we recorded $2.7 million in loss on debt extinguishment in the condensed consolidated statements of operations and comprehensive loss, consisting of the premium on debt repayments and the write-off of the remaining term loan fees and debt issuance costs.

Interest expense for the Term Loan Agreement was immaterial for the three and nine months ended September 30, 2022 because it represented approximately one week of interest before extinguishment. Interest expense for the Term Loan Agreement was $1.2 million and $3.6 million for the three and nine months ended September 30, 2021.

Convertible Notes

On November 13, 2019, the Company issued $138.0 million aggregate principal amount of 2026 Notes. On July 6, 2022, the Company issued $540.0 million aggregate principal amount of 2027 Notes and used approximately $140.3 million of the net proceeds from the offering of 2027 Notes and issued 8,071,343 shares of common stock to repurchase approximately $116.9 million aggregate principal amount of the 2026 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the pricing of the offering of the 2027 Notes. As a result of the partial repurchase of the 2026 Notes, the Company recorded an inducement loss of $22.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2026 Notes under the original terms. As of September 30, 2022, there remain $21.1 million aggregate principal amount of 2026 Notes outstanding.

The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0% per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020. The 2026 Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The 2026 Notes will mature on November 15, 2026, unless earlier repurchased or redeemed by the Company or converted at the option of the holders. The Company may redeem the 2026 Notes prior to the maturity date but is not required to and no sinking fund is provided for the 2026 Notes. The 2026 Notes may be converted, under certain circumstances as described below, based on an initial conversion rate of 94.7811 shares of common stock per $1,000 principal amount (which represents an initial conversion price of $10.55 per share). The conversion rate for the 2026 Notes will be subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change. The Company received approximately $133.9 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the 2026 Notes.

The 2026 Notes may be converted at the option of the holder under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 127.5% of the last reported sale price of the Company’s common stock on November 7, 2019; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, July 15, 2026 until the close of business on the scheduled trading day immediately before the maturity date, November 15, 2026. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate.

The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2023 and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. If a “fundamental change” (as defined in the indenture agreement, dated November 13, 2019 between the Company and U.S. Bank National Association, as trustee, as supplemented by the first supplemental indenture dated as of November 13, 2019 between the Company and such trustee) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

As discussed in Note 1, effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method and, as a result, it is no longer required to separately account for the liability and equity components of the 2026 Notes, and, instead, account for the 2026 Notes wholly as debt.

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Contractual interest expense	$	294	$	1,380	$	3,054	$	4,140
Amortization of debt discount		—		1,522		—		4,338
Amortization of debt issuance costs		19		15		328		43
Total interest expense recognized	$	313	$	2,917	$	3,382	$	8,521

The effective interest rate of the 2026 Notes was 4.6% for the three and nine months ended September 30, 2022. As of September 30, 2022, the unamortized debt issuance cost for the 2026 Notes was $0.5 million and will be amortized over approximately 4.2 years. If the 2026 Notes were to be converted on September 30, 2022, the holders of the 2026 Notes would receive common shares of 2.6 million with an aggregate value of $123.7 million based on the Company’s closing stock price of $48.45 as of September 30, 2022. The if-converted value of the 2026 Notes exceeded its principal amount by $102.6 million as of September 30, 2022.

The 2027 Notes are the Company’s senior, unsecured obligations and are (i) senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2027 Notes in right of payment; (ii) equal in right of payment with all of the Company’s indebtedness that is not so subordinated (including the 2026 Notes); (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) 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 net proceeds of the 2027 Notes were approximately $523.6 million after deducting issuance costs related to the 2027 Notes. The 2027 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023. The 2027 Notes will mature on July 1, 2027, unless earlier converted, redeemed or repurchased.

The 2027 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate(s). The initial conversion rate for the 2027 Notes is 19.5783 shares of the Company’s Common Stock per $1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $51.08 per share. Holders of the 2027 Notes may convert all or any portion of their convertible notes at their option only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2022, if the last reported sale price per share of the Company’s common stock, $0.001 par value per share, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the indenture agreement, dated July 6, 2022, between the Company and U.S. Bank Trust Company, as trustee (the “2027 Indenture”); (iv) if the Company calls such 2027 Notes for redemption; and (v) at any time from, and including, March 1, 2027 until the close of business on the scheduled trading day immediately before the maturity date.

The Company may not redeem the 2027 Notes at its option at any time before July 7, 2025. The 2027 Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at the Company’s option at any time, and from time to time, on or after July 7, 2025 and, in the case of a partial redemption, on or before the 60th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any of the 2027 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that convertible note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. The conversion rate for the 2027 Notes shall not exceed 25.4517 shares per $1,000 principal amount of such Notes, subject to certain customary anti-dilution adjustments (as defined in the 2027 indenture). Pursuant to the Partial Redemption Limitation, the Company may not elect to redeem less than all of the outstanding 2027 Notes unless at least $75.0 million aggregate principal amount of 2027 Notes are outstanding and not subject to redemption as of the time the Company sends the related redemption notice.

If a “Fundamental Change” (as defined in the 2027 Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

In accounting for the Notes, issuance costs of $16.4 million for the 2027 Notes were deducted from the respective debt liability in the consolidated balance sheet. Issuance costs are amortized to interest expense using the straight-line method, which materially approximates the effective interest method, over five-year term for the 2027 Notes.

The following table presents the total amount of interest cost recognized relating to the 2027 Notes (in thousands):


	Three and Nine Months Ended September 30, 2022
Contractual interest expense	$	4,462
Amortization of debt issuance costs		749
Total interest expense recognized	$	5,211

The effective interest rate of the 2027 Notes was 4.17% for the three and nine months ended September 30, 2022. As of September 30, 2022, the unamortized debt issuance cost for the 2027 Notes was $15.7 million and will be amortized over approximately 4.8 years. If the 2027 Notes were to be converted on September 30, 2022, the holders of the 2027 Notes would receive common shares of 10.5 million with an aggregate value of $512.2 million based on the Company’s closing stock price of $48.45 as of September 30, 2022. The if-converted value of the 2027 Notes was below the principal value of the Notes of $540.0 million as of September 30, 2022. In addition, during the three months ended September 30, 2022, the conditions allowing holders of the Notes to convert were not met. As a result, the Notes are not convertible during the three months ended September 30, 2022.

Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands):


Years ending December 31:	2027 Notes			2026 Notes
2022 remainder	$	—		$	423
2023		18,638			845
2024		18,900			845
2025		18,900			845
2026		18,900			21,978
Thereafter		558,900			—
Future minimum payments		634,238			24,936
Less: Interest		(94,238	)		(3,804	)
Convertible notes, principal amount		540,000			21,132
Less: Debt costs on the convertible notes		(15,665	)		(481	)
Net carrying amount of the convertible notes	$	524,335		$	20,651

As of September 30, 2022, the estimated fair value of the 2027 Notes and 2026 Notes was $659.9 million and $99.6 million, respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes.

Capped Call Transactions

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions with one of the underwriters in the offering or its affiliate. The Company used approximately $13.4 million of the net proceeds from the offering of the 2026 Notes to pay the cost of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the terms of the capped call transactions at the time of exercise, is greater than the strike price of the capped call transactions (which initially corresponds to the initial conversion price of the 2026 Notes, and is subject to certain adjustments), with such reduction and/or offset subject to a cap initially equal to approximately $14.07 per share (which represents a premium of approximately 70% over the last reported sale price of the Company’s common stock on November 7, 2019), subject to certain adjustments. The capped call transactions are separate transactions, entered into by the Company and are not part of the terms of the 2026 Notes.

Given that the transactions meet certain accounting criteria, the convertible note capped call transactions are recorded in stockholders’ equity, and they are not accounted for as derivatives and are not remeasured each reporting period. As of September 30, 2022, the Company had not purchased any shares under the convertible note capped call transactions.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 2 — Net Loss Per Share

The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands):


	September 30, 2022		September 30, 2021
Options to purchase common stock		10,838		9,511
Warrants to purchase common stock		13		48
Restricted stock and performance units		1,275		1,515
Shares issuable related to the ESPP		41		38
Shares issuable upon conversion of 2026 Notes		2,554		16,675
Shares issuable upon conversion of 2027 Notes		10,572		—
Total shares		25,293		27,787

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (251,575)	$ (184,744)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on Investments	107	0
Non-cash interest expense on liabilities related to revenue participation right purchase agreements	22,617	8,707
Stock-based compensation expense	34,355	20,121
Non-cash lease expense	1,502	5,407
Depreciation of property and equipment	4,156	1,542
Interest receivable and amortization on investments	(492)	3,440
Non-cash interest expense related to debt	4,609	5,250
Loss on extinguishment of debt	2,693	0
Loss on inducement of convertible debt	22,246	0
Changes in operating assets and liabilities:
Accounts receivable	54,525	3,776
Prepaid and other assets	(8,942)	(11,244)
Accounts payable	(8,524)	(2,802)
Accrued and other liabilities	11,195	13,821
Operating lease liabilities	1,057	33,466
Other non-current liabilities	(3,855)	5,475
Deferred revenue	(87,000)	0
Net cash used in operating activities	(201,326)	(97,785)
Cash flows from investing activities:
Purchases of investments	(730,214)	(493,450)
Maturities of investments	446,961	326,156
Sales of investments	0	3,300
Purchases of property and equipment	(8,130)	(31,118)
Net cash used in investing activities	(291,383)	(195,112)
Cash flows from financing activities:
Repayments of finance lease liabilities	(839)	0
Repayment of term loan	(47,651)	0
Debt extinguishment costs	(2,409)	0
Repayment of convertible debt	(140,330)	0
Proceeds from issuance of convertible debt, net	523,586	0
Proceeds from public offerings of common stock, net of discounts, commissions and offering cost	0	296,905
Proceeds from 2020 RPI Transactions, net	149,581	0
Proceeds from and payments for stock-based award activities, net	4,343	3,569
Net cash provided by financing activities	486,281	300,474
Net (decrease) increase in cash and cash equivalents	(6,428)	7,577
Cash and cash equivalents, beginning of period	112,666	82,985
Cash and cash equivalents, end of period	106,238	90,562
Supplemental cash flow disclosures:
Cash paid for interest	5,555	5,499
Non-cash investing and financing activities:
Right-of-use assets recognized in exchange for lease obligations	2,312	83,208
Right-of-use assets recognized in exchange for finance lease obligations	1,055	0
Amounts unpaid for purchases of property and equipment	1,866	10,974
Issuance of common stock in connection with repurchase of convertible note	$ 317,123	$ 0

Balance Sheet Components

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 5 — Balance Sheet Components

Accrued liabilities were as follows (in thousands):


	September 30, 2022		December 31, 2021
Accrued liabilities:
Clinical and preclinical costs	$	12,336	$	13,872
Compensation related		17,775		14,930
Other accrued expenses		10,118		5,568
Total accrued liabilities	$	40,229	$	34,370

Organization and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Basis of Presentation

Use of Estimates

Recent Accounting Pronouncements


Balance sheet account description	Ending Balance as of December 31, 2021			ASU 2020-06 Adjustments			Beginning Balance as of January 1, 2022
Convertible notes, net	$	95,471		$	38,895		$	134,366
Additional paid-in capital		1,452,268			(49,476	)		1,402,792
Accumulated deficit		(1,207,620	)		10,581			(1,197,039	)

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Interest Income	$ 4,100,000	$ 200,000	$ 5,400,000	$ 700,000
Credit losses on debt securities			0	$ 0
Fair value of liabilities transferred between Level 1 and 2	$ 0		0
Fair value of liabilities transferred into level 3			0
Fair value of liabilities transferred from level 3			$ 0

Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Total	Underwritten Public Offering [Member]	Common Stock [Member]	Common Stock [Member] Underwritten Public Offering [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Underwritten Public Offering [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Accumulated Other Comprehensive (Loss) Income [Member] Underwritten Public Offering [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Underwritten Public Offering [Member]
Beginning Balance at Dec. 31, 2020	$ 113,383		$ 70		$ 1,105,470		$ 149		$ (992,306)
Beginning Balance, shares at Dec. 31, 2020			71,015,183
Exercise of stock options, value	1,272		$ 1		1,271		0		0
Exercise of stock options, shares			187,807
Vesting of restricted stock units, net of taxes withheld, value	(4,449)		$ 0		(4,449)		0		0
Vesting of restricted stock units, net of taxes withheld, shares			360,050
Net share settlement	(418)		$ 0		(418)		0		0
Stock-based compensation	5,261		0		5,261		0		0
Other comprehensive loss	(99)		0		0		(99)		0
Net loss	(47,104)		0		0		0		(47,104)
Ending Balance at Mar. 31, 2021	67,846		$ 71		1,107,135		50		(1,039,410)
Ending Balance, shares at Mar. 31, 2021			71,563,040
Beginning Balance at Dec. 31, 2020	113,383		$ 70		1,105,470		149		(992,306)
Beginning Balance, shares at Dec. 31, 2020			71,015,183
Net loss	(184,744)
Ending Balance at Sep. 30, 2021	249,020		$ 84		1,426,051		(65)		(1,177,050)
Ending Balance, shares at Sep. 30, 2021			83,825,915
Beginning Balance at Mar. 31, 2021	67,846		$ 71		1,107,135		50		(1,039,410)
Beginning Balance, shares at Mar. 31, 2021			71,563,040
Exercise of stock options, value	2,207		$ 1		2,206		0		0
Exercise of stock options, shares			276,790
Issuance of common stock under Employee Stock Purchase Plan, value	969		$ 0		969		0		0
Issuance of common stock under Employee Stock Purchase Plan, shares			64,975
Stock-based compensation	7,093		$ 0		7,093		0		0
Other comprehensive loss	(72)		0		0		(72)		0
Net loss	(61,554)		0		0		0		(61,554)
Ending Balance at Jun. 30, 2021	16,489		$ 72		1,117,403		(22)		(1,100,964)
Ending Balance, shares at Jun. 30, 2021			71,904,805
Exercise of stock options, value	3,988		$ 1		3,987
Exercise of stock options, shares			421,110
Stock-based compensation	7,767		$ 0		7,767
Underwritten public offering of common stock, net of discounts, commissions and offering cost		$ 296,905		$ 11		$ 296,894		$ 0		$ 0
Underwritten public offering of common stock, net of discounts, commissions and offering cost, shares				11,500,000
Other comprehensive loss	(43)		0		0		(43)
Net loss	(76,086)								(76,086)
Ending Balance at Sep. 30, 2021	249,020		$ 84		1,426,051		(65)		(1,177,050)
Ending Balance, shares at Sep. 30, 2021			83,825,915
Beginning Balance at Dec. 31, 2021	243,863		$ 84		1,452,268		(869)		(1,207,620)
Beginning Balance (ASU 2020-06) at Dec. 31, 2021	(38,895)				(49,476)		0		10,581
Beginning Balance, shares at Dec. 31, 2021			84,799,542
Exercise of stock options, value	4,075		$ 1		4,074		0		0
Exercise of stock options, shares			374,242
Vesting of restricted stock units, net of taxes withheld, value	(9,602)		$ 0		(9,602)		0		0
Vesting of restricted stock units, net of taxes withheld, shares			403,169
Stock-based compensation	8,985				8,985		0		0
Other comprehensive loss	(2,720)		$ 0		0		(2,720)		0
Net loss	(89,445)		0		0		0		(89,445)
Ending Balance at Mar. 31, 2022	116,261		$ 85		1,406,249		(3,589)		(1,286,484)
Ending Balance, shares at Mar. 31, 2022			85,576,953
Beginning Balance at Dec. 31, 2021	243,863		$ 84		1,452,268		(869)		(1,207,620)
Beginning Balance (ASU 2020-06) at Dec. 31, 2021	(38,895)				(49,476)		0		10,581
Beginning Balance, shares at Dec. 31, 2021			84,799,542
Net loss	(251,575)
Ending Balance at Sep. 30, 2022	(15,977)		$ 93		1,438,103		(5,559)		(1,448,614)
Ending Balance, shares at Sep. 30, 2022			94,578,052
Beginning Balance at Mar. 31, 2022	116,261		$ 85		1,406,249		(3,589)		(1,286,484)
Beginning Balance, shares at Mar. 31, 2022			85,576,953
Exercise of stock options, value	2,143		$ 0		2,143
Exercise of stock options, shares			233,365
Vesting of restricted stock units, net of taxes withheld, value	0		$ 0		0		0		0
Vesting of restricted stock units, net of taxes withheld, shares			41,628
Issuance of common stock under Employee Stock Purchase Plan, value	1,540		$ 0		1,540		0		0
Issuance of common stock under Employee Stock Purchase Plan, shares			49,088
Exercise of warrants, value	0		$ 0		0		0		0
Exercise of warrants, share			14,136
Stock-based compensation	12,195		$ 0		12,195		0		0
Other comprehensive loss	(905)		0		0		(905)		0
Net loss	(19,820)		0		0		0		(19,820)
Ending Balance at Jun. 30, 2022	111,414		$ 85		1,422,127		(4,494)		(1,306,304)
Ending Balance, shares at Jun. 30, 2022			85,915,170
Exercise of stock options, value	6,187				6,187
Exercise of stock options, shares			577,369
Induced conversion of convertible notes	(3,378)		$ 8		(3,386)
Induced conversion of convertible notes, shares			8,071,343
Exercise of warrants, share			14,170
Stock-based compensation	13,175				13,175
Other comprehensive loss	(1,065)						(1,065)
Net loss	(142,310)								(142,310)
Ending Balance at Sep. 30, 2022	$ (15,977)		$ 93		$ 1,438,103		$ (5,559)		$ (1,448,614)
Ending Balance, shares at Sep. 30, 2022			94,578,052

Agreements with Royalty Pharma - Schedule of Total Consideration (Detail) - 2022 Royalty Pharma Transactions [Member] $ in Thousands	Jan. 07, 2022 USD ($)
Debt Instrument [Line Items]
Consideration Fair Value	$ 116,385
Consideration proceeds	150,000
Consideration allocation	150,000
Revenue Participation Right Purchase Agreements
Debt Instrument [Line Items]
Consideration Fair Value	69,498
Consideration proceeds	100,000
Consideration allocation	89,571
Development Funding Loan Agreement
Debt Instrument [Line Items]
Consideration Fair Value	46,887
Consideration proceeds	50,000
Consideration allocation	$ 60,429