0001558370-20-013590 | 10-Q | XBRL Viewer | Springworks Therapeutics INC

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 06, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	SPRINGWORKS THERAPEUTICS, INC.
Entity Central Index Key	0001773427
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SWTX
Security Exchange Name	NASDAQ
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		48,767,155
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 84,831	$ 327,652
Marketable securities	191,988
Prepaid expenses and other current assets	2,083	3,709
Total current assets	278,902	331,361
Property and equipment, net	1,176	795
Equity investment	4,017	976
Restricted cash	565	540
Other assets	1,440	1,159
Total assets	286,100	334,831
Current liabilities:
Accounts payable	1,064	2,654
Accrued expenses	11,304	8,953
Deferred rent	384	363
Total current liabilities	12,752	11,970
Long-term portion of deferred rent	497	789
Other long-term liabilities	96
Total liabilities	13,345	12,759
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value, 150,000,000 shares authorized, 43,128,804 and 43,006,077 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	4	4
Additional paid-in capital	402,601	395,097
Accumulated other comprehensive income	25
Accumulated deficit	(129,875)	(73,029)
Total stockholders’ equity	272,755	322,072
Total liabilities and stockholders’ equity	$ 286,100	$ 334,831

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Condensed Consolidated Balance Sheets
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, Shares authorized	150,000,000	150,000,000
Common stock, Shares issued	43,128,804	43,006,077
Common stock, Shares outstanding	43,128,804	43,006,077

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating expenses:
Research and development	$ 13,923	$ 10,745	$ 36,597	$ 30,373
General and administrative	7,669	4,584	20,946	11,495
Total operating expenses	21,592	15,329	57,543	41,868
Loss from operations	(21,592)	(15,329)	(57,543)	(41,868)
Other income:
Interest income, net	63	997	1,156	2,280
Total other income	63	997	1,156	2,280
Equity investment loss	(130)	(2,501)	(459)	(2,501)
Net loss	(21,659)	(16,833)	(56,846)	(42,089)
Reconciliation of net loss to net loss attributable to common stockholders:
Net loss	(21,659)	(16,833)	(56,846)	(42,089)
Net gain attributable to extinguishment of Series A convertible preferred and Junior Series A convertible preferred units				7,729
Net loss attributable to common stockholders	$ (21,659)	$ (16,833)	$ (56,846)	$ (34,360)
Net loss per share, basic and diluted	$ (0.51)	$ (1.77)	$ (1.35)	$ (9.24)
Weighted average common shares outstanding, basic and diluted	42,148,837	9,487,329	41,961,691	3,716,877

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (21,659)	$ (16,833)	$ (56,846)	$ (42,089)
Changes in other comprehensive income:
Unrealized gain on marketable securities, net	69		25
Total changes in other comprehensive income	69		25
Comprehensive loss	(21,590)	(16,833)	(56,821)	(42,089)
Net gain attributable to extinguishment of Series A convertible preferred and Junior Series A convertible preferred units				7,729
Comprehensive loss attributable to common stockholders	$ (21,590)	$ (16,833)	$ (56,821)	$ (34,360)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

Condensed Consolidated Statements of Preferred Stock and Members'/Stockholders’ Equity/(Deficit) - USD ($) $ in Thousands	Junior Series A Convertible Preferred	Common	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2018	$ 2,014		$ 1,069		$ (22,452)	$ (19,369)
Beginning balance (in shares) at Dec. 31, 2018	6,437,500	3,101,206
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon closing of initial public offering, net of $16,570 in issuance cost		$ 1	169,729			169,730
Issuance of common stock upon closing of initial public offering, net of $16,570 in issuance cost (in shares)		10,350,000
Convertible preferred extinguishment	$ 1,868				(1,868)
Exercise of stock options			1			1
Exercise of stock options (in shares)		392
Forfeiture of restricted stock awards (in shares)		(12,570)
Stock-based compensation expense			2,159			2,159
Convertible preferred extinguishment					9,597	9,597
Conversion of convertible preferred stock into common stock	$ (3,882)	$ 3	221,169			217,290
Conversion of convertible preferred stock into common stock (in shares)	(6,437,500)	29,794,359
Net loss					(42,089)	(42,089)
Ending balance at Sep. 30, 2019		$ 4	394,127		(56,812)	337,319
Ending balance (in shares) at Sep. 30, 2019		43,233,387
Beginning balance at Jun. 30, 2019	$ 3,882		2,440		(39,979)	(33,657)
Beginning balance (in shares) at Jun. 30, 2019	6,437,500	3,088,636
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon closing of initial public offering, net of $16,570 in issuance cost		$ 1	169,729			169,730
Issuance of common stock upon closing of initial public offering, net of $16,570 in issuance cost (in shares)		10,350,000
Exercise of stock options			1			1
Exercise of stock options (in shares)		392
Stock-based compensation expense			788			788
Conversion of convertible preferred stock into common stock	$ (3,882)	$ 3	221,169			217,290
Conversion of convertible preferred stock into common stock (in shares)	(6,437,500)	29,794,359
Net loss					(16,833)	(16,833)
Ending balance at Sep. 30, 2019		$ 4	394,127		(56,812)	337,319
Ending balance (in shares) at Sep. 30, 2019		43,233,387
Beginning balance at Dec. 31, 2019		$ 4	395,097		(73,029)	322,072
Beginning balance (in shares) at Dec. 31, 2019		43,006,077
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options			512			512
Exercise of stock options (in shares)		133,717
Forfeiture of restricted stock awards (in shares)		(10,990)
Stock-based compensation expense			6,992			6,992
Other comprehensive income, net of tax				$ 25		25
Net loss					(56,846)	(56,846)
Ending balance at Sep. 30, 2020		$ 4	402,601	25	(129,875)	272,755
Ending balance (in shares) at Sep. 30, 2020		43,128,804
Beginning balance at Jun. 30, 2020		$ 4	399,130	(44)	(108,216)	290,874
Beginning balance (in shares) at Jun. 30, 2020		43,016,501
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options			428			428
Exercise of stock options (in shares)		118,065
Forfeiture of restricted stock awards (in shares)		(5,762)
Stock-based compensation expense			3,043			3,043
Other comprehensive income, net of tax				69		69
Net loss					(21,659)	(21,659)
Ending balance at Sep. 30, 2020		$ 4	$ 402,601	$ 25	$ (129,875)	$ 272,755
Ending balance (in shares) at Sep. 30, 2020		43,128,804

Condensed Consolidated Statements of Preferred Stock and Members'/Stockholders’ Deficit - Temporary Equity - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Series A convertible preferred stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred units, net		$ 39,367
Issuance of convertible preferred units, net (in shares)		39,400,000
Convertible preferred extinguishment		$ (9,597)
Series B convertible preferred stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred units, net		$ 124,590
Issuance of convertible preferred units, net (in shares)		86,639,279
Series A and B Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	$ 217,290	$ 62,930
Beginning balance (in shares)	189,639,279	63,600,000
Conversion of convertible preferred stock into common stock	$ (217,290)	$ (217,290)
Conversion of convertible preferred stock into common stock (in shares)	(189,639,279)	(189,639,279)
Junior Series A Convertible Preferred
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible preferred stock into common stock	$ (3,882)	$ (3,882)
Conversion of convertible preferred stock into common stock (in shares)	(6,437,500)	(6,437,500)
Conversion of convertible preferred stock into common stock	$ 217,290	$ 217,290

Condensed Consolidated Statements of Preferred Stock and Members'/Stockholders’ Deficit (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Issuance costs	$ 16,570
Series B convertible preferred stock
Legal Costs	$ 413,063

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating Activities
Net loss	$ (56,846)	$ (42,089)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	239	127
Stock compensation expense	6,992	2,159
Equity investment loss	459	2,501
Changes in Operating Assets and Liabilities
Prepaid expenses and other current assets	1,626	693
Other assets	(281)	(1,019)
Accounts payable	(1,590)	1,383
Accrued expenses	2,319	5,114
Deferred rent	(271)	(250)
Other long-term liabilities	96
Net cash used in operating activities	(47,257)	(31,381)
Investing activities
Capital expenditures	(588)	(630)
Equity investments	(3,500)	(3,500)
Purchases of marketable securities	(191,963)
Net cash used in investing activities	(196,051)	(4,130)
Financing Activities
Proceeds from issuance of common stock, net of issuance costs	0	169,730
Proceeds from issuance of Series A convertible preferred shares, net of issuance costs		39,367
Proceeds from issuance of Series B convertible preferred shares, net of issuance costs		124,590
Proceeds from stock option exercises	512	1
Net cash provided by financing activities	512	333,688
Net increase (decrease) in cash and cash equivalents	(242,796)	298,177
Cash and cash equivalents including Restricted cash, beginning of period	328,192	46,188
Cash and cash equivalents including Restricted cash, end of period	$ 85,396	$ 344,365

Nature of Operations	9 Months Ended
Nature of Operations	Sep. 30, 2020
Nature of Operations
Nature of Operations	1. Nature of Operations SpringWorks Therapeutics, Inc., or the Company, was formed in Delaware on August 18, 2017. Prior to March 29, 2019, the Company conducted its business through SpringWorks Therapeutics, LLC, a Delaware limited liability company. On March 29, 2019, SpringWorks Therapeutics, LLC completed a series of transactions pursuant to which SpringWorks MergerSub LLC, a wholly owned subsidiary of the Company, merged with SpringWorks Therapeutics, LLC, with SpringWorks Therapeutics, LLC surviving the merger as a wholly owned subsidiary of the Company. The Company is a clinical-stage biopharmaceutical company applying a precision medicine approach to acquiring, developing and commercializing life-changing medicines for underserved patient populations suffering from devastating rare diseases and cancer. The Company has a differentiated portfolio of small molecule targeted oncology product candidates and is advancing two potentially registrational clinical trials in rare tumor types, as well as several other programs addressing highly prevalent, genetically defined cancers. Two of the programs are late stage clinical product candidates: nirogacestat and mirdametinib. The Company has incurred losses and negative operating cash flows since inception and had an accumulated deficit of $129.9 million and $73.0 million, and working capital of $266.2 million and $319.4 million, at September 30, 2020 and December 31, 2019, respectively. The Company is subject to those risks associated with any biopharmaceutical company that has substantial expenditures for development. There can be no assurance that the Company’s development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees, advisors, consultants and vendors. The Company had cash, cash equivalents and marketable securities of $276.8 million as of September 30, 2020 and $327.7 million as of December 31, 2019. Based on the Company's cash, cash equivalents and marketable securities at September 30, 2020, management estimates that its current liquidity will enable it to meet operating expenses through at least twelve months after the date that these financial statements are issued. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated the outbreak of the disease associated with the novel strain of coronavirus known as COVID-19 as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic impacts of the pandemic has introduced significant volatility in the financial markets. The Company did not observe significant impacts on its business or results of operations for the three and nine months ended September 30, 2020 due to the global emergence of COVID-19. While the extent to which COVID-19 impacts the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows.

Basis of Presentation

9 Months Ended

Sep. 30, 2020

Basis of Presentation

Basis of Presentation

2. Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission, or SEC, and should be read in conjunction with the Company's consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, or 2019 Form 10-K, filed with the SEC. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, accrued expenses and deferred tax asset valuation allowances. Management bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions.

Research and Development Expenses

Research and development expenses consist of expenses incurred in performing development activities, including salaries and benefits, equity-based compensation expenses, materials and supplies, preclinical expenses, clinical trial and related clinical manufacturing expenses, depreciation of equipment, contract services and other outside expenses. Costs for certain development activities, such as manufacturing and clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using either time-based measures or data such as information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and may be reflected in the Condensed Consolidated Balance Sheets as prepaid or accrued development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

Segment Information

Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment functioning exclusively in the United States.

Emerging Growth Company Status

The Company qualifies as an emerging growth company, or EGC, as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. As of June 30, 2020, the last business day of the Company’s most recently completed second fiscal quarter, the market value of the Company’s common stock that was held by non-affiliates was greater than $700 million. As a result, as of the close of the current fiscal year on December 31, 2020, the Company will become a large accelerated filer and will no longer qualify as an EGC.

Recently Issued Accounting Pronouncements (not yet adopted)

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities of the rights and obligations created by those leases. The Company will use the new transition option and is also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any expired or existing leases. The Company additionally expects to use the practical expedient that allows it to treat the lease and non-lease components of its leases as a single component. The Company is currently assessing the impact of the adoption of this standard on the consolidated financial statements. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2020, and early adoption is permitted.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, or ASU 2018-15. The FASB issued ASU 2018-15 to align the requirements for capitalizing implementation costs incurred in a cloud-based hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for the Company for annual and interim reporting periods beginning after December 15, 2020, and early adoption is permitted.

In 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which requires entities to record expected credit losses for certain financial instruments, including trade receivables, as an allowance that reflects the entity's current estimate of credit losses expected to be incurred. For available-for-sale debt securities in unrealized loss positions, ASU 2016-13 requires allowances to be recorded instead of reducing the amortized cost of the investment. The guidance in ASU No. 2016-13 is effective for the Company for annual and interim periods beginning after December 15, 2022, and early adoption is permitted.

Effective as the close of the current fiscal year on December 31, 2020, when the Company will cease to qualify as an EGC, the Company will be required to comply with the requirements for adoption of new or revised accounting pronouncements applicable to public companies. Specifically, the Company will be required to accelerate the adoption of certain accounting standards disclosed above, as follows:


Accounting Pronouncement	Effective Date Disclosed Above	Accelerated Effective Date
ASU No. 2016‑02, Leases (Topic 842)	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments	Fiscal years beginning after December 15, 2022	Fiscal year ending December 31, 2020

Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

The fair value of the Company’s financial assets measured on a recurring basis are classified based upon a fair value hierarchy consisting of the following three levels:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets, or liabilities.

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the instrument.

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions.

The following table sets forth the fair value hierarchy of the Company’s financial assets and liabilities measured on a recurring basis:




	As of September 30, 2020
			Fair Value Hierarchy
(in thousands)	Total		Level 1		Level 2		Level 3
Financial instruments carried at fair value (asset position):
Cash equivalents:
Money market funds	$	66,318	$	66,318	$	—	$	—
Short-term investments:
U.S. Government securities		104,899		104,899		—		—
Corporate debt securities		39,665		—		39,665		—
Commercial paper		47,424		—		47,424		—
Total	$	258,306	$	171,217	$	87,089	$	—

As of September 30, 2020, the Company’s financial assets measured at fair value on a recurring basis using a market approach included cash equivalents, which consist of money market funds, and marketable securities, which consist of high-quality, highly liquid available-for-sale debt securities including corporate debt securities, U.S. government securities and commercial paper.

The Company’s money market funds are readily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine fair value. The U.S. Government securities are classified as Level 1 and valued utilizing quoted market prices. The Company’s corporate debt securities and commercial paper are classified as Level 2 and valued utilizing various market and industry inputs.

The Company had cash and cash equivalents at December 31, 2019 of $327.7 million. As of December 31, 2019, the Company had no other financial assets or liabilities that were measured at fair value on a recurring basis.

The Company considers all highly liquid instruments that have maturities of three months or less when acquired to be cash equivalents. The carrying amounts reflected in the Company’s Condensed Consolidated Balance Sheets for cash equivalents, accounts payable, and accrued expenses approximate fair value due to their short-term maturities.

- 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

Investment and Variable Interest Entity	9 Months Ended
Investment and Variable Interest Entity	Sep. 30, 2020
Investment and Variable Interest Entity
Investment and Variable Interest Entity	4. Investment and Variable Interest Entity MapKure In June 2019, the Company announced the formation of MapKure, an entity jointly owned by the Company and BeiGene Ltd., or BeiGene. BeiGene licensed to MapKure exclusive rights to BGB‑3245, an oral, small molecule selective inhibitor of specific BRAF driver mutations and genetic fusions. MapKure is advancing BGB‑3245 through clinical development for solid tumor patients harboring BRAF driver mutations and genetic fusions that were observed to be sensitive to the compound in preclinical studies. In addition to the Company’s equity ownership in MapKure, the Company has appointed a member to each of MapKure’s joint steering committee and board of directors. The Company also contributes to clinical development and other operational activities for BGB‑3245 through a service agreement with MapKure. In conjunction with the formation of MapKure in June 2019, the Company purchased 3,500,000 Series A preferred units of MapKure, or a 25% ownership interest, for $3.5 million, and BeiGene received 10,000,000 Series A preferred units as payment for its contributed intellectual property, or a 71.4% ownership interest. Two individuals each purchased 250,000 Series A preferred units, or 1.8% ownership interest each. In June 2020, the Company purchased an additional 3,500,000 Series A preferred units of MapKure for $3.5 million, as required by the terms of the initial investment in MapKure. As of September 30, 2020, the Company’s ownership interest in MapKure is 38.9%. The Company determined that MapKure is a variable interest entity. The Company is not the primary beneficiary, as the Company does not have the power to direct the activities that most significantly impact the economic performance of MapKure. Accordingly, the Company does not consolidate the financial statements of this entity and accounts for this investment using the equity method of accounting. In accordance with ASC 323-10-35-6, the Company records MapKure’s earnings or losses based on a one quarter lag. The Company recognized an equity loss of $0.1 million and $0.5 million for the three and nine months ended September 30, 2020, respectively. The Company’s ownership interest in MapKure is included in “Equity method investments” in the Condensed Consolidated Balance Sheets. The balance of the Company’s investment was $4.0 million at September 30, 2020, representing the maximum exposure to loss as a result of the Company’s involvement with MapKure.

Accrued Expenses

9 Months Ended

Sep. 30, 2020

Accrued Expenses

Accrued Expenses

5. Accrued Expenses

Accrued expenses consists of the following:


	September 30,		December 31,
(in thousands)	2020		2019
Accrued professional fees	$	1,056	$	793
Accrued compensation and benefits		3,174		3,147
Accrued research and development		6,759		4,447
Accrued other		315		566
	$	11,304	$	8,953

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

Commitments and Contingencies

6. Commitments and Contingencies

Leases

The Company’s future minimum lease obligations as of September 30, 2020 are as follows:


	Premises Operating
(in thousands)	Leases
2020		338
2021		1,372
2022		1,297
2023		135
Total Obligations	$	3,142

The Company recorded rent expense of $0.4 million and $1.1 million, for the three and nine months ended September 30, 2020.

Contingencies

From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made.

As of September 30, 2020, there was no litigation or contingency with at least a reasonable possibility of a material loss.

Equity-Based Compensation	9 Months Ended
Equity-Based Compensation	Sep. 30, 2020
Equity-Based Compensation
Equity-Based Compensation	7. Equity-Based Compensation 2019 Equity Incentive Plan The 2019 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards and dividend equivalent rights to the Company’s officers, employees, directors and other key persons (including consultants). The number of shares reserved for issuance under the 2019 Equity Incentive Plan is cumulatively increased each January 1 by 5% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s compensation committee. Effective January 1, 2020, the number of shares reserved for issuance under the 2019 Equity Incentive Plan was increased by 2,150,304 shares. The terms of stock options and restricted stock awards, including vesting requirements, are determined by the Board of Directors or its delegates, subject to the provisions of the 2019 Equity Incentive Plan. Stock options and restricted stock awards granted by the Company to employees and directors generally vest over four years. As of September 30, 2020, there were 4,259,084 shares available for issuance in connection with future awards under the 2019 Equity Incentive Plan. Share-Based Awards During the nine months ended September 30, 2020, the Company granted 1,531,888 stock option awards to its officers, employees and directors under the 2019 Equity Incentive Plan. During the nine months ended September 30, 2020, 441,853 restricted stock awards previously issued to employees of the Company vested, and 133,717 stock options were exercised. As of September 30, 2020, there were 1,174,421 stock options vested and exercisable. In June 2019, the Company’s CEO received an award of 176,411 stock options, or the 2019 CEO Performance Award. During the quarter ended September 30, 2020, 62,477 options of the CEO Performance Award became exercisable upon the satisfaction of the market condition applicable to this award. Share-based compensation expense included in general and administrative expense, and research and development expense, for the three months ended September 30, 2020 was $2.1 million and $1.0 million, respectively, and $0.6 million and $0.2 million, respectively, the three months ended September 30, 2019. Share-based compensation expense included in general and administrative expense, and research and development expense, for the nine months ended September 30, 2020 was $4.8 million and $2.2 million, respectively, and $1.7 million and $0.5 million, respectively, the nine months ended September 30, 2019. As of September 30, 2020, the unrecognized compensation expense related to unvested stock options and restricted stock awards was $36.2 million and $0.4 million, which is expected to be recognized over a weighted-average remaining period of approximately 3.02 years and 0.99 years, respectively. As of September 30, 2020, the Company had 4,556,742 stock options outstanding and 836,606 unvested restricted stock awards.

Net Loss per Share

9 Months Ended

Sep. 30, 2020

Net Loss per Share

Net Loss per Share

8. Net Loss per Share

Since the Company had a net loss in each of the periods presented, basic and diluted net loss per share are the same. The table below provides potentially dilutive securities not included in the computation of the diluted net loss per share for the periods ended September 30, 2020 and 2019, because to do so would be anti-dilutive:


	As of September 30,
	2020	2019
Common stock options issued and outstanding	4,556,742	3,208,099
Restricted stock subject to future vesting	836,606	1,675,680
Total potentially dilutive securities	5,393,348	4,883,779

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2020
Subsequent Events
Subsequent Events	9. Subsequent Events On October 13, 2020, the Company completed the sale of 5,637,254 shares of common stock in an underwritten public offering, including 735,294 shares of common stock sold pursuant to the underwriter's full exercise of their option to purchase additional shares, at an offering price of $51.00 per share, resulting in net proceeds to the Company of $269.5 million. On October 26, 2020, the Company and Jazz Pharmaceuticals Ireland Limited, or Jazz, announced an asset purchase and exclusive license agreement, pursuant to which Jazz acquired the Company’s fatty acid amide hydrolase, or FAAH, inhibitor program including PF-04457845. Jazz made an upfront payment of $35 million to the Company with potential future payments of up to $375 million based upon the achievement of certain clinical development, regulatory, and commercial milestones. In addition, the Company is eligible to receive sales based royalties on future net sales of PF-04457845.

Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2020

Basis of Presentation

Basis of Presentation

Use of Estimates

Research and Development Expenses

Segment Information

Emerging Growth Company Status

Recently Issued Accounting Pronouncements (not yet adopted)


Accounting Pronouncement	Effective Date Disclosed Above	Accelerated Effective Date
ASU No. 2016‑02, Leases (Topic 842)	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments	Fiscal years beginning after December 15, 2022	Fiscal year ending December 31, 2020

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2020

Basis of Presentation

Schedule of accelerated effective date of accounting pronouncements


Accounting Pronouncement	Effective Date Disclosed Above	Accelerated Effective Date
ASU No. 2016‑02, Leases (Topic 842)	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Fiscal years beginning after December 15, 2020	Fiscal year ending December 31, 2020
ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments	Fiscal years beginning after December 15, 2022	Fiscal year ending December 31, 2020

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Measurements

Schedule of financial assets subject to fair value measurements




	As of September 30, 2020
			Fair Value Hierarchy
(in thousands)	Total		Level 1		Level 2		Level 3
Financial instruments carried at fair value (asset position):
Cash equivalents:
Money market funds	$	66,318	$	66,318	$	—	$	—
Short-term investments:
U.S. Government securities		104,899		104,899		—		—
Corporate debt securities		39,665		—		39,665		—
Commercial paper		47,424		—		47,424		—
Total	$	258,306	$	171,217	$	87,089	$	—

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2020

Accrued Expenses

Schedule of accrued expenses

Accrued expenses consists of the following:


	September 30,		December 31,
(in thousands)	2020		2019
Accrued professional fees	$	1,056	$	793
Accrued compensation and benefits		3,174		3,147
Accrued research and development		6,759		4,447
Accrued other		315		566
	$	11,304	$	8,953

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

Schedule of future minimum lease obligations

The Company’s future minimum lease obligations as of September 30, 2020 are as follows:


	Premises Operating
(in thousands)	Leases
2020		338
2021		1,372
2022		1,297
2023		135
Total Obligations	$	3,142

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2020

Net Loss per Share

Schedule of potential common shares not included in the calculation of the diluted net loss per share


	As of September 30,
	2020	2019
Common stock options issued and outstanding	4,556,742	3,208,099
Restricted stock subject to future vesting	836,606	1,675,680
Total potentially dilutive securities	5,393,348	4,883,779

Nature of Operations (Details) $ in Thousands	Sep. 30, 2020 USD ($) item	Dec. 31, 2019 USD ($)
Nature of Operations
Number of clinical trials \| item	2
Accumulated deficit	$ (129,875)	$ (73,029)
Working Capital	266,200	319,400
Cash, cash equivalents and marketable securities	$ 276,800	$ 327,700

Basis of Presentation (Details) $ in Millions	9 Months Ended
Basis of Presentation (Details) $ in Millions	Sep. 30, 2020 segment	Jun. 30, 2020 USD ($)
Number of Operating Segments \| segment	1
Minimum
Entity Public Float \| $		$ 700

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value Measurements
Cash equivalents		$ 327,700
Recurring
Fair Value Measurements
Total financial assets	$ 258,306
Recurring \| Money market funds
Fair Value Measurements
Cash equivalents	66,318
Recurring \| U.S. Government securities
Fair Value Measurements
Short-term investments	104,899
Recurring \| Corporate debt securities
Fair Value Measurements
Short-term investments	39,665
Recurring \| Commercial paper
Fair Value Measurements
Short-term investments	47,424
Level 1 \| Recurring
Fair Value Measurements
Total financial assets	171,217
Level 1 \| Recurring \| Money market funds
Fair Value Measurements
Cash equivalents	66,318
Level 1 \| Recurring \| U.S. Government securities
Fair Value Measurements
Short-term investments	104,899
Level 2 \| Recurring
Fair Value Measurements
Total financial assets	87,089
Level 2 \| Recurring \| Corporate debt securities
Fair Value Measurements
Short-term investments	39,665
Level 2 \| Recurring \| Commercial paper
Fair Value Measurements
Short-term investments	$ 47,424

Investment and Variable Interest Entity (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) individual shares
Number of individuals under the equity method investments \| individual							2
Investment in Mapkure	$ 4,017		$ 4,017			$ 976
Equity investment loss	130	$ 2,501	459	$ 2,501
BeiGene \| Series A Preferred Units
Shares purchased \| shares							10,000,000
Ownership Interest							71.40%
Individual One \| Series A Preferred Units
Shares purchased \| shares							250,000
Ownership Interest							1.80%
Individual Two \| Series A Preferred Units
Shares purchased \| shares							250,000
Ownership Interest							1.80%
MapKure
Investment in Mapkure	4,000		4,000
Equity investment loss	$ 100		$ 500
MapKure \| Series A Preferred Units
Shares purchased \| shares					3,500,000		3,500,000
Investment in Mapkure					$ 3,500		$ 3,500
Ownership Interest	38.90%		38.90%				25.00%

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued Expenses
Accrued professional fees	$ 1,056	$ 793
Accrued compensation and benefits	3,174	3,147
Accrued research and development	6,759	4,447
Accrued other	315	566
Accrued expenses	$ 11,304	$ 8,953

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended	9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Operating Leases
Rent expense	$ 400	$ 1,100
Litigation or contingency expense		0
Future minimum lease obligations
2020	338	338
2021	1,372	1,372
2022	1,297	1,297
2023	135	135
Total Obligations	$ 3,142	$ 3,142

Equity-Based Compensation - 2019 Equity Incentive Plan (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 01, 2020	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense			$ 2.1	$ 0.6	$ 4.8	$ 1.7
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense			$ 1.0	$ 0.2	$ 2.2	$ 0.5
2019 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of annual increase in the shares					5.00%
Shares available for future issuance			4,259,084		4,259,084
Number of additional shares reserved for issuance	2,150,304
2019 Equity Incentive Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of stock options (in shares)					133,717
Stock options vested and exercisable			1,174,421		1,174,421
Unrecognized compensation expense related to unvested stock options			$ 36.2		$ 36.2
Unrecognized compensation expense expected to be recognized over a weighted-average remaining period					3 years 7 days
Stock options outstanding			4,556,742		4,556,742
2019 Equity Incentive Plan \| Stock options \| Executive officers and employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted					1,531,888
2019 Equity Incentive Plan \| Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to restricted stock awards			$ 0.4		$ 0.4
Unrecognized compensation expense expected to be recognized over a weighted-average remaining period					11 months 27 days
Unvested restricted stock award outstanding			836,606		836,606
CEO Performance Award \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vested and exercisable			62,477		62,477
CEO Performance Award \| Stock options \| CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		176,411
Employees \| 2019 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Employees \| 2019 Equity Incentive Plan \| Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vested					441,853

Net Loss per Share (Details) - shares	9 Months Ended
Net Loss per Share (Details) - shares	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	5,393,348	4,883,779
Common
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	4,556,742	3,208,099
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	836,606	1,675,680

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Oct. 26, 2020	Oct. 13, 2020	Sep. 30, 2020	Sep. 30, 2019
Subsequent events
Proceeds from issuance of common stock, net of issuance costs			$ 0	$ 169,730
Subsequent Events
Subsequent events
Shares issued		5,637,254
Price per share		$ 51.00
Proceeds from issuance of common stock, net of issuance costs		$ 269,500
Subsequent Events \| Asset Purchase and Exclusive License Agreement \| Jazz Pharmaceuticals Ireland Limited
Subsequent events
Upfront payment	$ 35,000
Subsequent Events \| Asset Purchase and Exclusive License Agreement \| Jazz Pharmaceuticals Ireland Limited \| Maximum
Subsequent events
Potential future payments	$ 375,000
Subsequent Events \| Underwriter's option
Subsequent events
Shares issued		735,294