0001193125-22-276468 | 10-Q | XBRL Viewer | Madrigal Pharmaceuticals INC

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	MADRIGAL PHARMACEUTICALS, INC.
Entity Central Index Key	0001157601
Entity File Number	001-33277
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	04-3508648
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,103,395
City Area Code	267
Local Phone Number	824-2827
Trading Symbol	MDGL
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, $0.0001 Par Value Per Share
Entity Address, Address Line One	Four Tower Bridge
Entity Address, Address Line Two	200 Barr Harbor Drive, Suite 200
Entity Address, City or Town	West Conshohocken
Entity Address, Postal Zip Code	19428
Entity Address, State or Province	PA

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 59,340	$ 36,269
Marketable securities	93,852	234,077
Prepaid expenses and other current assets	3,920	1,338
Total current assets	157,112	271,684
Property and equipment, net	701	851
Right-of-use asset	831	797
Total assets	158,644	273,332
Current liabilities:
Accounts payable	18,562	21,380
Accrued expenses	79,598	55,048
Lease liability	760	410
Total current liabilities	98,920	76,838
Long term liabilities:
Loan payable, net of discount	48,983	0
Lease liability	71	387
Total long term liabilities	49,054	387
Total liabilities	147,974	77,225
Stockholders' equity:
Preferred stock, par value $0.0001 per share authorized: 5,000,000 shares at September 30, 2022 and December 31, 2021; 1,969,797 shares issued and outstanding at September 30, 2022 and December 31, 2021
Common stock, par value $0.0001 per share authorized: 200,000,000 at September 30, 2022 and December 31, 2021; 17,103,395 and 17,103,395 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	2	2
Additional paid-in-capital	887,660	863,495
Accumulated other comprehensive loss	(237)	(80)
Accumulated deficit	(876,755)	(667,310)
Total stockholders' equity	10,670	196,107
Total liabilities and stockholders' equity	$ 158,644	$ 273,332

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1,969,797	1,969,797
Preferred stock, shares outstanding	1,969,797	1,969,797
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	17,103,395	17,103,395
Common stock, shares outstanding	17,103,395	17,103,395

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Total revenues
Operating expenses:
Research and development	68,271	54,873	174,699	152,275
General and administrative	12,141	8,287	33,573	25,606
Total operating expenses	80,412	63,160	208,272	177,881
Loss from operations	(80,412)	(63,160)	(208,272)	(177,881)
Interest income	717	60	1,109	311
Interest expense	(1,502)	0	(2,282)	0
Other income		0		273
Net loss	$ (81,197)	$ (63,100)	$ (209,445)	$ (177,297)
Net loss per common share:
Earnings Per Share, Basic	$ (4.75)	$ (3.79)	$ (12.25)	$ (10.84)
Earnings Per Share, Diluted	$ (4.75)	$ (3.79)	$ (12.25)	$ (10.84)
Weighted Average Number of Shares Outstanding, Basic	17,103,395	16,639,776	17,103,395	16,353,428
Weighted Average Number of Shares Outstanding, Diluted	17,103,395	16,639,776	17,103,395	16,353,428

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (81,197)	$ (63,100)	$ (209,445)	$ (177,297)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities	210	(11)	(157)	(43)
Comprehensive loss	$ (80,987)	$ (63,111)	$ (209,602)	$ (177,340)

- Definition

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

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+ Details

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common stock	Additional paid-in Capital	Accumulated other comprehensive income (loss)	Accumulated deficit
Balance at Dec. 31, 2020	$ 239,970		$ 2	$ 665,385	$ 47	$ (425,464)
Balance (in shares) at Dec. 31, 2020		1,969,797	15,508,146
Increase (Decrease) in Stockholders' Equity
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs	66,616		$ 0	66,616
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs (in shares)			550,803
Sale of common shares to related parties and exercise of common stock options, net of transaction costs	478			478
Sale of common shares to related parties and exercise of common stock options, net of transaction costs ( in shares)			4,250
Compensation expense related to stock options for services	6,096			6,096
Unrealized gain (loss) on marketable securities	(61)				(61)
Net loss	(52,546)					(52,546)
Balance at Mar. 31, 2021	260,553		$ 2	738,575	(14)	(478,010)
Balance (in shares) at Mar. 31, 2021		1,969,797	16,063,199
Balance at Dec. 31, 2020	239,970		$ 2	665,385	47	(425,464)
Balance (in shares) at Dec. 31, 2020		1,969,797	15,508,146
Increase (Decrease) in Stockholders' Equity
Unrealized gain (loss) on marketable securities	(43)
Net loss	(177,297)
Balance at Sep. 30, 2021	234,881		$ 2	837,636	4	(602,761)
Balance (in shares) at Sep. 30, 2021		1,969,797	16,860,211
Balance at Mar. 31, 2021	260,553		$ 2	738,575	(14)	(478,010)
Balance (in shares) at Mar. 31, 2021		1,969,797	16,063,199
Increase (Decrease) in Stockholders' Equity
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs	63,541		$ 0	63,541
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs (in shares)			536,323
Compensation expense related to stock options for services	8,179			8,179
Unrealized gain (loss) on marketable securities	29				29
Net loss	(61,651)					(61,651)
Balance at Jun. 30, 2021	270,651		$ 2	810,295	15	(539,661)
Balance (in shares) at Jun. 30, 2021		1,969,797	16,599,522
Increase (Decrease) in Stockholders' Equity
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs	21,092		$ 0	21,092
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs (in shares)			260,164
Sale of common shares to related parties and exercise of common stock options, net of transaction costs	8			8
Sale of common shares to related parties and exercise of common stock options, net of transaction costs ( in shares)			525
Compensation expense related to stock options for services	6,241			6,241
Unrealized gain (loss) on marketable securities	(11)				(11)
Net loss	(63,100)					(63,100)
Balance at Sep. 30, 2021	234,881		$ 2	837,636	4	(602,761)
Balance (in shares) at Sep. 30, 2021		1,969,797	16,860,211
Balance at Dec. 31, 2021	$ 196,107		$ 2	863,495	(80)	(667,310)
Balance (in shares) at Dec. 31, 2021	17,103,395	1,969,797	17,103,395
Increase (Decrease) in Stockholders' Equity
Compensation expense related to stock options for services	$ 7,477			7,477
Unrealized gain (loss) on marketable securities	(322)				(322)
Net loss	(57,518)					(57,518)
Balance at Mar. 31, 2022	145,744		$ 2	870,972	(402)	(724,828)
Balance (in shares) at Mar. 31, 2022		1,969,797	17,103,395
Balance at Dec. 31, 2021	$ 196,107		$ 2	863,495	(80)	(667,310)
Balance (in shares) at Dec. 31, 2021	17,103,395	1,969,797	17,103,395
Increase (Decrease) in Stockholders' Equity
Unrealized gain (loss) on marketable securities	$ (157)
Net loss	(209,445)
Balance at Sep. 30, 2022	$ 10,670		$ 2	887,660	(237)	(876,755)
Balance (in shares) at Sep. 30, 2022	17,103,395	1,969,797	17,103,395
Balance at Mar. 31, 2022	$ 145,744		$ 2	870,972	(402)	(724,828)
Balance (in shares) at Mar. 31, 2022		1,969,797	17,103,395
Increase (Decrease) in Stockholders' Equity
Compensation expense related to stock options for services	7,944			7,944
Unrealized gain (loss) on marketable securities	(45)				(45)
Hercules warrant	622			622
Net loss	(70,730)					(70,730)
Balance at Jun. 30, 2022	83,535		$ 2	879,538	(447)	(795,558)
Balance (in shares) at Jun. 30, 2022		1,969,797	17,103,395
Increase (Decrease) in Stockholders' Equity
Compensation expense related to stock options for services	8,122			8,122
Unrealized gain (loss) on marketable securities	210				210
Net loss	(81,197)					(81,197)
Balance at Sep. 30, 2022	$ 10,670		$ 2	$ 887,660	$ (237)	$ (876,755)
Balance (in shares) at Sep. 30, 2022	17,103,395	1,969,797	17,103,395

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (209,445)	$ (177,297)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	23,543	20,517
Depreciation and amortization expense	338	299
Amortization of debt issuance costs and discount	491	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,582)	(2,799)
Accounts payable	(2,818)	9,401
Accrued expense	24,550	13,279
Accrued interest, net of interest received on maturity of investments	(419)	734
Net cash used in operating activities	(166,342)	(135,866)
Cash flows from investing activities:
Purchases of marketable securities	(130,693)	(339,371)
Sales and maturities of marketable securities	271,180	318,769
Purchases of property and equipment, net of disposals	(188)	(96)
Net cash provided by (used in) investing activities	140,299	(20,698)
Cash flows from financing activities:
Proceeds from issuances of stock, excluding related parties, net of transaction costs	0	151,249
Proceeds from the exercise of common stock options	0	485
Proceeds from issuance of loan payable	50,000	0
Payment of debt issuance costs	(886)	0
Net cash provided by financing activities	49,114	151,734
Net increase (decrease) in cash and cash equivalents	23,071	(4,830)
Cash and cash equivalents at beginning of period	36,269	54,004
Cash and cash equivalents at end of period	59,340	49,174
Supplemental disclosure of cash flow information:
Obtaining a right-of-use asset in exchange for a lease liability	$ 583	$ 376

Organization, Business and Basis of Presentation	9 Months Ended
Organization, Business and Basis of Presentation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business and Basis of Presentation	1. Organization, Business, and Basis of Presentation Organization and Business Madrigal Pharmaceuticals, Inc. (the “Company” or “Madrigal”) is a clinical-stage biopharmaceutical company pursuing novel therapeutics for nonalcoholic steatohepatitis (NASH), a liver disease with high unmet medical need. Madrigal’s lead candidate, resmetirom, is a once daily, oral, thyroid hormone receptor (THR)-ß selective agonist designed to target key underlying causes of NASH in the liver. Resmetirom is currently being evaluated in two Phase 3 clinical studies (MAESTRO-NASH and MAESTRO-NAFLD-1) designed to demonstrate multiple benefits in patients with NASH. The Company announced results from the Phase 3 MAESTRO-NAFLD-1 safety study of resmetirom in 2022. Basis of Presentation Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete annual financial statements. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of such interim results. The interim results are not necessarily indicative of the results that we will have for the full year ending December 31, 2022 or any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2021.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principle of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits.

The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company’s cash is deposited in highly rated financial institutions in the United States. The Company invests in money market funds and high-grade, commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk.

Marketable Securities

Marketable securities consist of investments in high-grade corporate obligations and government and government agency obligations that are classified as

available-for-sale.

Since these securities are available to fund current operations, they are classified as current assets on the consolidated balance sheets.

The Company adjusts the cost of

available-for-sale

debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest income. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on

available-for-sale

securities are reported as a component of interest income. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the nine months ended September 30, 2022 and 2021, the Company determined it did not have any securities that were other-than-temporarily impaired.

Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the nine months ended September 30, 2022 and 2021, the Company did not have any realized gains or losses on marketable securities.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash equivalents and marketable securities, approximate their fair values. The fair value of the Company’s financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels:

Level 1—quoted prices in active markets for identical assets and liabilities.

Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third- party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs.

As of September 30, 2022, the Company’s financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund, its financial assets valued based on Level 2 inputs consisted of high-grade corporate and government agency bonds and commercial paper, and it had no financial assets valued based on Level 3 inputs. During the nine months ended September 30, 2022 and 2021, the Company did not have any transfers of financial assets between Levels 1 and 2. As of September 30, 2022 and December 31, 2021, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including stock-based compensation), costs for consultants, milestone payments under licensing agreements, and other costs associated with the Company’s preclinical and clinical programs. In particular, the Company has conducted safety studies in animals, optimized and implemented the manufacturing of our drug, and conducted Phase

1-3

clinical trials, all of which are considered research and development expenditures. Management uses significant judgment in estimating the amount of research and development costs recognized in each reporting period. Management analyzes and estimates the progress of its preclinical studies and clinical trials, completion of milestone events per underlying agreements, invoices received and contracted costs when estimating the research and development costs to accrue in each reporting period. Actual results could differ from the Company’s estimates.

Patents

Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s consolidated statements of operations.

Stock-Based Compensation

The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers, and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility and expected lives of the options. The expected lives for options granted represent the period of time that options granted are expected to be outstanding. The Company uses the simplified method for determining the expected lives of options. Expected volatility is based upon an industry estimate or blended rate including the Company’s historical trading activity. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company estimates the forfeiture rate based on historical data. This analysis is

re-evaluated

at least annually and the forfeiture rate is adjusted as necessary.

Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (“ISOs”). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company currently maintains a 100% valuation allowance on its deferred tax assets.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from

non-owner

sources. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company’s net loss and comprehensive loss.

Basic and Diluted Loss Per Common Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding any restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the nine months ended September 30, 2022 and 2021, diluted net loss per share is the same as basic net loss per share because the inclusion of weighted average shares of unvested restricted common stock, common stock issuable upon the exercise of stock options, and common stock issuable upon the conversion of preferred stock would be anti-dilutive.

The following table summarizes outstanding securities not included in the computation of diluted net loss per common share, as their inclusion would be anti-dilutive:


	Nine Months Ended September 30,
	2022		2021
Common stock options		3,026,163		2,254,629
Preferred stock		1,969,797		1,969,797
Warrants		14,899		—

Recent Accounting Pronouncements

None

Liquidity and Uncertainties	9 Months Ended
Liquidity and Uncertainties	Sep. 30, 2022
Liquidity and Uncertainties
Liquidity and Uncertainties	3. Liquidity and Uncertainties The Company is subject to risks common to development stage companies in the biopharmaceutical industry including, but not limited to, uncertainty of product development and commercialization, dependence on key personnel, uncertainty of market acceptance of products and product reimbursement, product liability, uncertain protection of proprietary technology, potential inability to raise additional financing necessary for development and commercialization, and compliance with the U.S. Food and Drug Administration (FDA) and other government regulations. The Company has incurred losses since inception, including approximately $209.4 million for the nine months ended September 30, 2022, resulting in an accumulated deficit of approximately $876.8 million as of September 30, 2022. Management expects to incur losses for the foreseeable future. To date, the Company has funded its operations primarily through proceeds from sales of the Company’s capital stock. In addition, the Company entered into a Loan and Security Agreement (the “Loan Facility”) with Hercules Capital, Inc. and the several banks and other financial institutions or entities party thereto in May 2022 which provides for an aggregate of up to $250.0 million in term loans, which will be available in four tranches, subject to the Company’s achievement of certain milestones and conditions. The first $50.0 million tranche was drawn at closing of the Loan Facility (see Note 6 – Long Term Debt). The inability of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company believes it has the ability to delay certain clinical and pre-commercialization activities and related expenses if necessary due to liquidity concerns until a date when those concerns are relieved. If the Company is unable to obtain funding, the Company: could be forced to delay, reduce or eliminate some or all of its clinical studies or pre-commercialization efforts, which could adversely affect its business prospects; could adversely affect liquidity; and could affect the Company’s ability to maintain compliance with covenants under the Loan Facility. In accordance with ASC 205-40, Going Concern (“ASC 205-40”), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Based upon current operating plans and the Company’s cash, cash equivalents and marketable securities totaling $153.2 million as of September 30, 2022, the Company expects, that such resources will not be sufficient to fund our operating expenses and capital requirements through the one year anniversary of the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt about the Company’s ability to continue as a going concern under ASC 205-40. Under ASC 205-40, management may not consider the potential for future capital raises through debt or equity financings, collaborations, partnerships or other strategic transactions, or management plans to reduce costs that are not considered probable within the meaning of such accounting standards. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all.

Cash, Cash Equivalents and Marketable Securities

9 Months Ended

Sep. 30, 2022

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Marketable Securities

4. Cash, Cash Equivalents and Marketable Securities

A summary of cash, cash equivalents and

available-for-sale

marketable securities held by the Company as of September 30, 2022 and December 31, 2021 is as follows (in thousands):


	September 30, 2022
	Cost		Unrealized gains		Unrealized losses			Fair value
Cash and cash equivalents:
Cash (Level 1)	$	18,228	$	—	$	—		$	18,228
Money market funds (Level 1)		26,413		—		—			26,413
Corporate debt securities due within 3 months of date of purchase (Level 2)		14,699		—		—			14,699

Total cash and cash equivalents		59,340		—		—			59,340
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)		93,493		—		(237	)		93,256
U.S. government and government sponsored entities due within 1 year of date of purchase (Level 2)		596		—		—			596

Total cash, cash equivalents and marketable securities	$	153,429	$	—	$	(237	)	$	153,192

	December 31, 2021
	Cost		Unrealized gains		Unrealized losses			Fair value
Cash and cash equivalents:
Cash (Level 1)	$	18,877	$	—	$	—		$	18,877
Money market funds (Level 1)		17,392		—		—			17,392

Total cash and cash equivalents		36,269		—		—			36,269
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)		228,348		6		(66	)		228,288
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)		5,809		—		(20	)		5,789

Total cash, cash equivalents and marketable securities	$	270,426	$	6	$	(86	)	$	270,346

Accrued Liabilities

9 Months Ended

Sep. 30, 2022

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

5. Accrued Liabilities

Accrued liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Contract research organization costs	$	60,548	$	38,349
Other clinical study related costs		8,084		3,957
Compensation and benefits		5,049		6,769
Professional fees		2,855		2,455
Other		3,062		3,518

Total accrued liabilities	$	79,598	$	55,048

Long Term Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Long Term Debt

6. Long Term Debt

In May 2022 the Company and its wholly-owned subsidiary, Canticle Pharmaceuticals, Inc., entered into the $250.0 million Loan Facility with the several banks and other financial institutions or entities party thereto (each, a “Lender” and collectively referred to as the “Lenders”), and Hercules Capital, Inc. (“Hercules”), in its capacity as administrative agent and collateral agent for itself and the Lenders. Under the terms of the Loan Facility, the first $50.0 million tranche was drawn at closing. The Company may also draw up to an additional $125.0 million in two separate tranches upon achievement of certain resmetirom clinical and regulatory milestones. A fourth tranche of $75.0 million may be drawn by the Company, subject to the approval of Hercules.

The Loan Facility has a minimum interest rate of 7.45% and adjusts with changes in the prime rate. The Company will pay interest-only monthly payments of accrued interest under the Loan Facility for a period of 30 months, which period may be extended to 36, 48, and 60 months upon the successive achievement of certain clinical and regulatory milestones and if the Company maintains compliance with applicable covenants. The Loan Facility matures in May 2026 and may be extended an additional year upon the achievement of certain clinical and regulatory milestones. The Loan Facility is secured by a security interest in substantially all of the Company’s assets, other than intellectual property. It includes an end of term charge of 5.35% of the aggregate principal amount, which is accounted for in the loan discount. In connection with the first tranche drawn at closing, the Company issued Hercules a warrant to purchase 14,899

shares of Company common stock, which had a Black-Scholes value of

$0.6 million.

The Loan Facility includes affirmative and restrictive financial covenants commencing on January 1, 2023, including maintenance of a minimum cash, cash equivalents and liquid funds covenant of $35.0 million, which may decrease in certain circumstances if the Company achieves certain clinical milestones and a revenue milestone, and a revenue-based covenant that could apply commencing at or after the time that financial reporting is due for the quarter ending September 30, 2024.

The Loan Facility contains event of default provisions for: the Company’s failure to make required payments or maintain compliance with covenants under the Loan Facility; the Company’s breach of certain representations or default under certain obligations outside the Loan Facility; insolvency, attachment or judgment events affecting the Company;

and

any circumstance which has occurred or could reasonably be expected to have a material adverse effect on the Company, provided that, any failure to achieve a clinical milestone or approval milestone under the Loan Facility shall not in and of itself constitute a material adverse effect.

The Loan Facility also includes customary

covenants associated with a secured loan facility, including covenants concerning financial reporting obligations, and certain limitations on indebtedness, liens (including a negative pledge on intellectual property and other assets), investments, distributions (including dividends), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts.

As of September 30, 2022, the outstanding principal under the Loan Facility was $50.0 million. The interest rate as of September 30, 2022 was 10.20%. As of September 30, 2022, the Company was in compliance with all loan covenants and provisions.

Future minimum payments, including interest and principal, under the loans payable outstanding as of September 30, 2022 are as follows (in thousands):


Period Ending September 30, 2022:	Amount
2022 (remaining three months)	$	1,267
2023		5,171
2024		10,043
Thereafter		51,378

	$	67,859
Less amount representing interest		(15,184	)
Less unamortized discount		(3,692	)

Loans payable, net of discount	$	48,983

- 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.

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+ Details

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	7. Stockholders’ Equity Common Stock Each common stockholder generally is entitled to one vote for each share of common stock held, subject to limitations as may be established for certain other classes and series of stock of the Company from time to time. Each share of common stock is entitled to receive dividends, as and when declared by the Company’s board of directors. The Company has never declared cash dividends on its common stock and does not expect to do so in the foreseeable future. Preferred Stock The Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) has a par value of $0.0001 per share and is convertible into shares of the Common Stock at a one-to-one ratio, subject to adjustment as provided in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017 (the “Series A Certificate”). The terms of the Series A Preferred Stock are set forth in the Series A Certificate. Each share of the Series A Preferred Stock is convertible into shares of Common Stock following notice that may be given at the holder’s option. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of capital stock of the Company ranking prior to the Series A Preferred Stock upon liquidation, the holders of the Series A Preferred Stock shall participate pari passu with the holders of the Common Stock (on an as-if-converted-to-Common-Stock basis) in the net assets of the Company. Shares of the Series A Preferred Stock will generally have no voting rights, except as required by law. Shares of the Series A Preferred Stock will be entitled to receive dividends before shares of any other class or series of capital stock of the Company (other than dividends in the form of the Common Stock) equal to the dividend payable on each share of the Common Stock, on an as-converted basis. At-The-Market Issuance Sales Agreement In November 2020, the Company entered into an at-the-market sales agreement (the “2020 Sales Agreement”), with Cowen and Company, LLC (“Cowen”), pursuant to which the Company could, from time to time, issue and sell shares of its common stock. The 2020 Sales Agreement authorized an aggregate offering of up to $200 million in shares of our common stock, at the Company’s option, through Cowen as its sales agent. Sales of common stock through Cowen could be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and Cowen. The 2020 Sales Agreement was terminated in June 2021 when the Company filed a new shelf registration statement. Under the 2020 Sales Agreement the Company sold 1,126,733 shares for an aggregate of approximately $137.4 million in gross proceeds, with net proceeds to the Company of approximately $134.8 million after deducting commissions and other transaction costs. Of those shares sold, 1,087,126 were sold in 2021. In June 2021, the Company filed with the SEC and had declared effective a new shelf registration statement on Form S-3 and, in connection therewith, entered into a new at-the-market sales agreement (the “2021 Sales Agreement”) with Cowen. The terms of the 2021 Sales Agreement are substantially the same as the 2020 Sales Agreement. The 2021 Sales Agreement authorizes an aggregate offering of up to $200 million in shares of our common stock, from time to time, at the Company’s option, through Cowen as its sales agent. The 2021 Sales Agreement supersedes the 2020 Sales Agreement. Subject to the terms and conditions of the 2021 Sales Agreement, Cowen will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). As of September 30, 2022, 497,043 shares had been sold under the 2021 Sales Agreement for an aggregate of approximately $40.8 million in gross proceeds, with net proceeds to the Company of approximately $39.8 million after deducting commissions and other transaction costs. All of those shares were sold in 2021. As of September 30, 2022, $159.2 million remained reserved and available for sale under the 2021 Sales Agreement and the Company’s related prospectus supplement.

- 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.

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Stock-based Compensation

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

8. Stock-based Compensation

The Company’s 2015 Stock Plan, as amended, is our primary equity incentive compensation plan through which equity based grants are awarded. The 2015 Stock Plan provides for the grant of incentive stock options,

non-statutory

stock options, restricted stock and other stock-based compensation awards to employees, officers, directors, and consultants of the Company. The administration of the 2015 Stock Plan is under the general supervision of the Compensation Committee of the Board of Directors. The terms of stock options awarded under the 2015 Stock Plan, in general, are determined by the Compensation Committee, provided the exercise price per share generally shall not be set at less than the fair market value of a share of the common stock on the date of grant and the term shall not be greater than ten years from the date the option is granted. As of September 30, 2022, the Company had options outstanding to purchase 3,026,163 shares of its common stock, which includes options outstanding under its prior incentive compensation plan, the 2006 Stock Plan. As of September 30, 2022, 936,704 shares were available for future issuance under the 2015 Stock Plan.

The following table summarizes stock option activity during the nine months ended September 30, 2022:


	Shares			Weighted average exercise price
Outstanding at January 1, 2022		2,301,574		$	78.90
Options granted		809,745			82.11
Options cancelled		(85,156	)		101.61

Outstanding at September 30, 2022		3,026,163		$	79.11

Exercisable at September 30, 2022		1,746,699		$	70.94

The total cash received by the Company as a result of stock option exercises was $0 million and $0.5 million, respectively, for the nine months ended September 30, 2022 and 2021. The total intrinsic value of options exercised was $0 million and $0.1 million, respectively, for the nine months ended September 30, 2022 and 2021. The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the nine months ended September 30, 2022 and 2021 were $55.14 and $75.71, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense during the nine months ended September 30, 2022 and 2021 was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock-based compensation expense by type of award:
Stock options	$	8,122	$	6,241	$	23,543	$	20,517

Total stock-based compensation expense	$	8,122	$	6,241	$	23,543	$	20,517

Effect of stock-based compensation expense by line item:
Research and development	$	3,596	$	2,622	$	10,084	$	8,120
General and administrative		4,526		3,619		13,459		12,397

Total stock-based compensation expense included in net loss	$	8,122	$	6,241	$	23,543	$	20,517

Unrecognized stock-based compensation expense on stock options as of September 30, 2022 was $64.2 million with a weighted average remaining period of 2.80 years.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies The Company has a Research, Development and Commercialization Agreement with Hoffmann-La Roche (“Roche”) which grants the Company a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product as defined by the agreement. The agreement requires future milestone payments to Roche. Remaining milestones under the agreement total $8 million and are payable upon Madrigal achieving specified objectives related to future regulatory approval in the United States and Europe of resmetirom or a product developed from resmetirom. Furthermore, a tiered single-digit royalty is payable on net sales of resmetirom or a product developed from resmetirom, subject to certain reductions. The Company has not achieved any additional product development or regulatory milestones and had no Licensed Product sales for the nine months ended September 30, 2022 and 2021. The Company has entered into customary contractual arrangements and letters of intent in preparation for and in support of the Phase 3 clinical trials.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Principle of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities

Marketable securities consist of investments in high-grade corporate obligations and government and government agency obligations that are classified as

available-for-sale.

Since these securities are available to fund current operations, they are classified as current assets on the consolidated balance sheets.

The Company adjusts the cost of

available-for-sale

Fair Value of Financial Instruments

Level 1—quoted prices in active markets for identical assets and liabilities.

Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Research and Development Costs

1-3

Patents

Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s consolidated statements of operations.

Stock-Based Compensation

re-evaluated

at least annually and the forfeiture rate is adjusted as necessary.

Income Taxes

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from

non-owner

sources. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company’s net loss and comprehensive loss.

Basic and Diluted Loss Per Common Share

The following table summarizes outstanding securities not included in the computation of diluted net loss per common share, as their inclusion would be anti-dilutive:


	Nine Months Ended September 30,
	2022		2021
Common stock options		3,026,163		2,254,629
Preferred stock		1,969,797		1,969,797
Warrants		14,899		—

Recent Accounting Pronouncements

None

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of the outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive

The following table summarizes outstanding securities not included in the computation of diluted net loss per common share, as their inclusion would be anti-dilutive:


	Nine Months Ended September 30,
	2022		2021
Common stock options		3,026,163		2,254,629
Preferred stock		1,969,797		1,969,797
Warrants		14,899		—

Cash, Cash Equivalents and Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2022

Cash and Cash Equivalents [Abstract]

Summary of cash, cash equivalents and available-for-sale marketable securities

A summary of cash, cash equivalents and

available-for-sale

marketable securities held by the Company as of September 30, 2022 and December 31, 2021 is as follows (in thousands):


	September 30, 2022
	Cost		Unrealized gains		Unrealized losses			Fair value
Cash and cash equivalents:
Cash (Level 1)	$	18,228	$	—	$	—		$	18,228
Money market funds (Level 1)		26,413		—		—			26,413
Corporate debt securities due within 3 months of date of purchase (Level 2)		14,699		—		—			14,699

Total cash and cash equivalents		59,340		—		—			59,340
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)		93,493		—		(237	)		93,256
U.S. government and government sponsored entities due within 1 year of date of purchase (Level 2)		596		—		—			596

Total cash, cash equivalents and marketable securities	$	153,429	$	—	$	(237	)	$	153,192

	December 31, 2021
	Cost		Unrealized gains		Unrealized losses			Fair value
Cash and cash equivalents:
Cash (Level 1)	$	18,877	$	—	$	—		$	18,877
Money market funds (Level 1)		17,392		—		—			17,392

Total cash and cash equivalents		36,269		—		—			36,269
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)		228,348		6		(66	)		228,288
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)		5,809		—		(20	)		5,789

Total cash, cash equivalents and marketable securities	$	270,426	$	6	$	(86	)	$	270,346

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Contract research organization costs	$	60,548	$	38,349
Other clinical study related costs		8,084		3,957
Compensation and benefits		5,049		6,769
Professional fees		2,855		2,455
Other		3,062		3,518

Total accrued liabilities	$	79,598	$	55,048

Long Term Debt - (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Maturities of Long-Term Debt [Table Text Block]

Future minimum payments, including interest and principal, under the loans payable outstanding as of September 30, 2022 are as follows (in thousands):


Period Ending September 30, 2022:	Amount
2022 (remaining three months)	$	1,267
2023		5,171
2024		10,043
Thereafter		51,378

	$	67,859
Less amount representing interest		(15,184	)
Less unamortized discount		(3,692	)

Loans payable, net of discount	$	48,983

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

Summary of stock option activity

The following table summarizes stock option activity during the nine months ended September 30, 2022:


	Shares			Weighted average exercise price
Outstanding at January 1, 2022		2,301,574		$	78.90
Options granted		809,745			82.11
Options cancelled		(85,156	)		101.61

Outstanding at September 30, 2022		3,026,163		$	79.11

Exercisable at September 30, 2022		1,746,699		$	70.94

Schedule of stock-based compensation expense

Stock-based compensation expense during the nine months ended September 30, 2022 and 2021 was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock-based compensation expense by type of award:
Stock options	$	8,122	$	6,241	$	23,543	$	20,517

Total stock-based compensation expense	$	8,122	$	6,241	$	23,543	$	20,517

Effect of stock-based compensation expense by line item:
Research and development	$	3,596	$	2,622	$	10,084	$	8,120
General and administrative		4,526		3,619		13,459		12,397

Total stock-based compensation expense included in net loss	$	8,122	$	6,241	$	23,543	$	20,517

Summary of Significant Accounting Policies - Income Taxes (Details)	9 Months Ended
	Sep. 30, 2022
Income Taxes
Valuation allowance on deferred tax assets (as a percent)	100.00%

Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Stock options
Anti-dilutive securities
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares)	3,026,163	2,254,629
Preferred Stock
Anti-dilutive securities
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares)	1,969,797	1,969,797
Warrants
Anti-dilutive securities
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares)	14,899	0

Liquidity and Uncertainties (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended						9 Months Ended
	May 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Net loss		$ (81,197)	$ (70,730)	$ (57,518)	$ (63,100)	$ (61,651)	$ (52,546)	$ (209,445)	$ (177,297)
Accumulated deficit		(876,755)						(876,755)		$ (667,310)
Debt instrument, Face amount		50,000						50,000
Cash, cash equivalents and marketable securities		$ 153,200						$ 153,200
Term Loan [Member]
Debt instrument, Face amount	$ 250,000
Proceeds from issuance of debt	$ 50,000

- Definition

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

+ References

+ Details

Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Cash, Cash Equivalents and Marketable Securities
Total cash, cash equivalents and marketable securities, Unrealized gains	$ 0	$ 6
Total cash, cash equivalents and marketable securities, Unrealized losses	(237)	(86)
Total cash, cash equivalents and marketable securities, Fair value	153,200
Carrying value
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	59,340	36,269
Total cash, cash equivalents and marketable securities, Cost	153,429	270,426
Fair value
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	59,340	36,269
Total cash, cash equivalents and marketable securities, Fair value	$ 153,192	$ 270,346
Corporate debt securities due within 3 months of date of purchase
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities	3 months
Corporate debt securities due within 3 months of date of purchase \| Carrying value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	$ 14,699
Corporate debt securities due within 1 year of date of purchase
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities	1 year	1 year
Corporate debt securities due within 1 year of date of purchase \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, unrealized gains	$ 0	$ 6
Marketable securities, unrealized losses	(237)	(66)
Corporate debt securities due within 1 year of date of purchase \| Carrying value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, cost	93,493	228,348
Corporate debt securities due within 1 year of date of purchase \| Fair value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, fair value	$ 93,256	$ 228,288
Corporate debt securities due within 1 to 2 years of date of purchase \| Maximum [Member]
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities		2 years
Corporate debt securities due within 1 to 2 years of date of purchase \| Minimum [Member]
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities		1 year
Corporate debt securities due within 1 to 2 years of date of purchase \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, unrealized gains		$ 0
Marketable securities, unrealized losses		(20)
Corporate debt securities due within 1 to 2 years of date of purchase \| Carrying value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, cost		5,809
Corporate debt securities due within 1 to 2 years of date of purchase \| Fair value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, fair value		5,789
U.S. government and government sponsored entities due within 1 year of date of purchase
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities	1 year
U.S. government and government sponsored entities due within 1 year of date of purchase \| Carrying value \| Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, cost	$ 596
Marketable securities, unrealized losses	0
Marketable securities, fair value	596
Cash \| Carrying value \| Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	18,228	18,877
Cash \| Fair value \| Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	18,228	18,877
Money market funds \| Carrying value \| Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	26,413	17,392
Money market funds \| Fair value \| Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	$ 26,413	$ 17,392

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Contract research organization costs	$ 60,548	$ 38,349
Other clinical study related costs	8,084	3,957
Compensation and benefits	5,049	6,769
Professional fees	2,855	2,455
Other	3,062	3,518
Total accrued liabilities	$ 79,598	$ 55,048

Long Term Debt - Schedule of Maturities of Long-Term Debt (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Long-Term Debt, Fiscal Year Maturity [Abstract]
2022 (remaining three months)	$ 1,267
2023	5,171
2024	10,043
Thereafter	51,378
Long-Term Debt	67,859
Less amount representing interest	(15,184)
Less unamortized discount	(3,692)
Loan payable, net of discount	$ 48,983

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long Term Debt - Additional Information (Detail) - USD ($) $ in Millions				1 Months Ended
	Jan. 01, 2023	May 09, 2022	May 01, 2022	May 31, 2022	Sep. 30, 2022
Debt instrument, Face amount					$ 50.0
Interest rate					10.20%
Percenatge of Term charges on aggregate principal amount				5.35%
Debt conversion, converted instrument, warrants or options issued			14,899
Debt conversion, converted instrument, amount		$ 0.6
Loan Facility [Member] \| Subsequent Event [Member]
Line of credit facility, maximum borrowing capacity	$ 35.0
Line of credit facility, expiration date	Sep. 30, 2024
Drawn In Two Separate Tranches Upon AchievementOf Resmetirom Clinical And Regulatory Milestone s [Member]
Unused borrowing capacity that can be drawn				$ 125.0
Term Loan
Debt instrument, Face amount				250.0
Proceeds from issuance of debt				$ 50.0
Long term debt floor interest rate percentage				7.45%
Debt Instrument Interest Payments Terms				The Company will pay interest-only monthly payments of accrued interest under the Loan Facility for a period of 30 months, which period may be extended to 36, 48, and 60 months upon the successive achievement of certain clinical and regulatory milestones
Term Loan \| Drawn In Two Separate Tranches Upon AchievementOf Resmetirom Clinical And Regulatory Milestone s [Member]
Unused borrowing capacity that can be drawn				$ 75.0

Stockholders' Equity (Deficit) - Common Stock (Details)	9 Months Ended
Stockholders' Equity (Deficit) - Common Stock (Details)	Sep. 30, 2022 Vote
Stockholders' Equity Note [Abstract]
Number of votes per share that common stockholders are entitled to receive	1

Stockholders' Equity (Deficit) - Preferred Stock (Details) - Series A Convertible Preferred Stock	1 Months Ended
	Jun. 30, 2017 Vote shares
Stockholders' Equity (Deficit)
Preferred stock conversion ratio \| shares	1
Preferred shares number voting rights \| Vote	0

Stockholders' Equity (Deficit) - At The Market Issuances (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Nov. 30, 2020	Sep. 30, 2022	Sep. 30, 2021
Stockholders' Equity (Deficit)
Number of shares sold by the entity			1,087,126
At-The-Market Issuance Sales Agreement
Stockholders' Equity (Deficit)
Number of shares sold by the entity		1,126,733
Value of shares sold by the entity		$ 137.4
Net proceeds after deducting commissions and other transactions costs		$ 134.8
At-The-Market Issuance Sales Agreement \| 2021 Sales Agreement [Member]
Stockholders' Equity (Deficit)
Number of shares sold by the entity		497,043
Value of shares sold by the entity		$ 40.8
Net proceeds after deducting commissions and other transactions costs		39.8
Remaining reserved amount under shelf registration		159.2
Cowen & Co. LLC \| Maximum \| At-The-Market Issuance Sales Agreement
Stockholders' Equity (Deficit)
Maximum aggregate offering price	$ 200.0	$ 200.0

Stock-based Compensation - Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Additional disclosures
Proceeds resulting from exercise of stock options	$ 0	$ 485
Maximum
Stock-based compensation expense
Expiration period	10 years
Stock options
Stock-based compensation expense
Options outstanding to purchase of common stock	3,026,163
Shares available for future issuance	936,704
Shares
Outstanding at the beginning of the year (in shares)	2,301,574
Options granted (in shares)	809,745
Options cancelled (in shares)	(85,156)
Outstanding at the end of the year (in shares)	3,026,163
Exercisable at the end of the year (in shares)	1,746,699
Weighted average exercise price
Outstanding at the beginning of the year (in dollars per share)	$ 78.9
Options granted (in dollars per share)	82.11
Options cancelled (in dollars per share)	101.61
Outstanding at the end of the year (in dollars per share)	79.11
Exercisable at the end of the year (in dollars per share)	$ 70.94
Additional disclosures
Total intrinsic value of options exercised	$ 0	100
Proceeds resulting from exercise of stock options	$ 0	$ 500
Weighted-average grant date fair value of options (in dollars per share)	$ 55.14	$ 75.71

Stock-based Compensation - Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock-based compensation expense
Stock-based compensation expense	$ 8,122	$ 6,241	$ 23,543	$ 20,517
Research and development
Stock-based compensation expense
Stock-based compensation expense	3,596	2,622	10,084	8,120
General and administrative
Stock-based compensation expense
Stock-based compensation expense	4,526	3,619	13,459	12,397
Stock options
Stock-based compensation expense
Stock-based compensation expense	$ 8,122	$ 6,241	$ 23,543	$ 20,517

Stock-based Compensation - Unrecognized Expense (Details) - Stock options $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Unrecognized stock-based compensation expense
Unrecognized stock compensation expense	$ 64.2
Weighted average remaining period (in years)	2 years 9 months 18 days

Commitments and Contingencies (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2019
Commitments and Contingencies
Licensed product sales	$ 0	$ 0
Research, Development and Commercialization Agreement \| Hoffmann-La Roche ("Roche")
Commitments and Contingencies
Remainder of future milestone payments			$ 8

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 22
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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+ Details