0001628280-25-007980 | 10-K | XBRL Viewer | Madrigal Pharmaceuticals INC

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Income Taxes - Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax benefit at U.S. federal statutory rate	$ (97,837)	$ (78,462)	$ (62,023)
Stock based compensation	(9,954)	(8,287)	(7,844)
162M limitation	21,627	3,183	7,996
Other nondeductible expenses	835	53	16
State income taxes benefit before valuation allowance, net of federal benefit	(19,280)	(16,246)	13,090
Increase in domestic valuation allowance	125,689	112,606	59,466
Research and development credit	(17,679)	(12,971)	(10,712)
Other adjustments	(3,401)	124	11
Income tax expense (benefit)	$ 0	$ 0	$ 0

Product Revenue, Net - Schedules of Concentrations of Credit Risk and Significant Customers (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	39.00%	0.00%	0.00%
Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	21.00%	0.00%	0.00%
Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%	0.00%	0.00%
Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	0.00%	0.00%

Product Revenue, Net - Schedule Of Gross To Net Adjustments Reserve (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Balance, beginning	$ 0
Provision related to sales in the current year	43,160
Adjustments related to prior year sales	0
Payments and customer credits issued	(17,269)
Balance, ending	25,891
Chargebacks, Discounts for Prompt Pay and Other Allowances
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Balance, beginning	0
Provision related to sales in the current year	8,045
Adjustments related to prior year sales	0
Payments and customer credits issued	(3,857)
Balance, ending	4,188
Rebates, Customer Fees/Credits, Co-Pay Assistance, and Other
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Balance, beginning	0
Provision related to sales in the current year	35,115
Adjustments related to prior year sales	0
Payments and customer credits issued	(13,412)
Balance, ending	$ 21,703

Product Revenue, Net

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Product Revenue, Net

The following table summarizes balances and activity for gross to net adjustments (in thousands):


	Chargebacks, Discounts for Prompt Pay and Other Allowances		Rebates, Customer Fees/Credits, Co-Pay Assistance, and Other		Totals
Balance at December 31, 2023	$	—	$	—	$	—
Provision related to sales in the current year	8,045		35,115		43,160
Adjustments related to prior year sales	—		—		—
Payments and customer credits issued	(3,857)		(13,412)		(17,269)
Balance at December 31, 2024	$	4,188	$	21,703	$	25,891

Concentrations of Credit Risk and Significant Customers

The Company generates revenue from a small number of large, reputable customers. The following customers accounted for over 10% of total gross product revenue during the year ended December 31, 2024. As Rezdiffra was made commercially available in April 2024, there were no sales and no corresponding customer concentrations in 2023 or 2022.


	Year ended December 31,
	2024		2023		2022

Customer A	39	%	—	%	—	%
Customer B	21	%	—	%	—	%
Customer C	14	%	—	%	—	%
Customer D	12	%	—	%	—	%

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 100,019	$ 99,915
Restricted cash	5,000	0
Marketable securities	826,232	534,216
Trade receivables, net	53,822	0
Inventory	34,068	0
Prepaid expenses and other current assets	13,786	3,150
Total current assets	1,032,927	637,281
Property and equipment, net	2,190	1,553
Intangible assets, net	4,729	0
Right-of-use asset	2,401	1,713
Total assets	1,042,247	640,547
Current liabilities:
Accounts payable	43,599	28,041
Accrued liabilities	124,695	89,980
Lease liability	983	527
Total current liabilities	169,277	118,548
Long term liabilities:
Loan payable, net of discount	117,569	115,480
Lease liability	1,018	1,186
Total long term liabilities	118,587	116,666
Total liabilities	287,864	235,214
Stockholders’ equity:
Preferred stock, par value $0.0001 per share authorized: 5,000,000 shares at December 31, 2024 and December 31, 2023; 2,369,797 and 2,369,797 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively	0	0
Common stock, par value $0.0001 per share authorized: 200,000,000 at December 31, 2024 and December 31, 2023; 22,004,679 and 19,875,427 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively	2	2
Additional paid-in-capital	2,556,095	1,741,153
Accumulated other comprehensive income	468	468
Accumulated deficit	(1,802,182)	(1,336,290)
Total stockholders’ equity	754,383	405,333
Total liabilities and stockholders’ equity	$ 1,042,247	$ 640,547

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Nonrelated Party	Related Party	Preferred stock	Preferred stock Nonrelated Party	Common stock	Common stock Nonrelated Party	Common stock Related Party	Additional paid-in Capital	Additional paid-in Capital Nonrelated Party	Additional paid-in Capital Related Party	Accumulated other comprehensive income (loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2021				1,969,797
Beginning balance (in shares) at Dec. 31, 2021						17,103,395
Beginning balance at Dec. 31, 2021	$ 196,107			$ 0		$ 2			$ 863,495			$ (80)	$ (667,310)
Increase (Decrease) in Stockholders' Equity
Issuance of common and preferred shares in equity offerings, excluding to related parties, net of transaction costs (in shares)					400,000		783,344
Issuance of common shares in equity offerings, excluding to related parties, net of transaction costs		$ 255,382								$ 255,382
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs (in shares)								215,784
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs			$ 8,955								$ 8,955
Stock-based compensation expense related to equity-classified awards	31,625								31,625
Unrealized gain on marketable securities	48											48
Hercules warrant	622								622
Net Loss	(295,350)												(295,350)
Ending balance (in shares) at Dec. 31, 2022				2,369,797
Ending balance at Dec. 31, 2022	197,389			$ 0		$ 2			1,160,079			(32)	(962,660)
Ending balance (in shares) at Dec. 31, 2022						18,102,523
Increase (Decrease) in Stockholders' Equity
Issuance of common and preferred shares in equity offerings, excluding to related parties, net of transaction costs (in shares)							1,346,199
Issuance of common shares in equity offerings, excluding to related parties, net of transaction costs		260,187								260,187
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs (in shares)								426,705
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs			270,292								270,292
Stock-based compensation expense related to equity-classified awards	49,735								49,735
Unrealized gain on marketable securities	500											500
Hercules warrant	860								860
Net Loss	$ (373,630)												(373,630)
Ending balance (in shares) at Dec. 31, 2023	2,369,797			2,369,797
Ending balance at Dec. 31, 2023	$ 405,333			$ 0		$ 2			1,741,153			468	(1,336,290)
Ending balance (in shares) at Dec. 31, 2023	19,875,427					19,875,427
Increase (Decrease) in Stockholders' Equity
Issuance of common and preferred shares in equity offerings, excluding to related parties, net of transaction costs (in shares)							1,096,153
Issuance of common shares in equity offerings, excluding to related parties, net of transaction costs		$ 397,487								$ 397,487
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs (in shares)	928,800							1,033,099
Sale of warrants and common shares to related parties and exercise of common stock options, net of transaction costs			$ 337,575								$ 337,575
Compensation expense related to stock options for services (in shares)						0
Stock-based compensation expense related to equity-classified awards	$ 79,880								79,880
Unrealized gain on marketable securities	0
Net Loss	$ (465,892)												(465,892)
Ending balance (in shares) at Dec. 31, 2024	2,369,797			2,369,797
Ending balance at Dec. 31, 2024	$ 754,383			$ 0		$ 2			$ 2,556,095			$ 468	$ (1,802,182)
Ending balance (in shares) at Dec. 31, 2024	22,004,679					22,004,679

Inventory (Tables)

12 Months Ended

Dec. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

The following table summarizes the Company's inventory balances as of December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Raw materials	$	—	$	—
Work in process	29,533		—
Finished goods	4,535		—
Total	$	34,068	$	—

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

In 2019, the Company entered into an operating lease for office space located in West Conshohocken, PA (the “Office Lease”), which was later updated by three amendments entered into from 2019 to 2022. In May 2023, the Company entered into the Fourth Amendment to the Office Lease (the “Fourth Lease Amendment”), which did not have a financial impact. In August 2023, the Company entered into the Fifth Amendment to the Office Lease (the “Fifth Lease Amendment”). The Fifth Lease Amendment extended the term of the Office Lease through November 2026. As a result of the Fifth Lease Amendment, an incremental $1.6 million right-of-use asset and lease liabilities were recorded during the year ended December 31, 2023.

In April 2024 and May 2024, the Company entered into the Sixth Amendment (the “Sixth Lease Amendment”) and the Seventh Amendment (the “Seventh Lease Amendment”) to the Office Lease, respectively, leasing additional office space in the same premises under the Office Lease. The lease for such additional office space commenced in September 2024 and resulted in an incremental $1.2 million right-of-use asset and lease liability being recorded. In August 2024, the Company entered into the Eighth Amendment (the “Eighth Lease Amendment”) and in October 2024, the Company entered into the Ninth Amendment (the “Ninth Lease Amendment”) to the Office Lease, further expanding the amount of

office space in the same premises. The lease for the additional office space under the Eighth and Ninth Lease Amendments commenced in December 2024 and resulted in an incremental $0.2 million right-of-use asset and lease liability recorded.

Future minimum payments under the Company’s operating leases related to the ROU asset and lease liability as of December 31, 2024 was as follows (in thousand):


	Operating Leases
2025	$	1,150
2026	1,072
Total minimum payments	$	2,222
Less: imputed interest	(221)
Present value of lease liabilities	$	2,001

As of December 31, 2024, the weighted average remaining operating lease term was 1.9 years and the weighted average discount rate used to determine the operating lease liabilities was 10.66%. Cash paid related to the lease liability was $1.1 million and $1.1 million for years ended December 31, 2024 and 2023 respectively. Operating lease costs were $0.9 million and $1.1 million for years ended December 31, 2024 and 2023 respectively. Rent, short term and variable leases costs were immaterial during the years ended December 31, 2023 and 2022.

Stockholders' Equity - At The Market Issuances (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended	20 Months Ended	36 Months Ended	43 Months Ended
	May 31, 2023	Jun. 30, 2021	Dec. 31, 2024	Dec. 31, 2024	May 07, 2024	Dec. 31, 2024	May 31, 2024
2022 Registered Direct Offering
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash received on stock transaction after deduction of issuance costs		$ 200.0
2023 Sales Agreement Amendment \| Cowen & Co. LLC \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum aggregate offering price	$ 200.0
Public Stock Offering
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				98,101
2021 Sales Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash received on stock transaction after deduction of issuance costs				$ 24.5
Maximum aggregate offering price					$ 225.1
Proceeds from issuance of common stock, gross				$ 25.2
2021 Sales Agreement \| Common stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)						1,334,044
2024 Sales Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Authorized capital							$ 300.0
2024 Sales Agreement And Sales Agreement Amendment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			0

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

Summary of Cash, Cash Equivalents and Investments

A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2024 and 2023 is as follows (in thousands):


	December 31, 2024
	Cost		Unrealized gains		Unrealized losses		Fair value
Cash and cash equivalents:
Cash (Level 1)	$	24,495	$	—	$	—	$	24,495
Money market funds (Level 1)	65,302		—		—		65,302
US government and government sponsored entities (Level 1)	12,711		—		—		12,711
Corporate debt securities due within 3 months of date of purchase (Level 2)	2,511		—		—		2,511
Total cash and cash equivalents	105,019		—		—		105,019
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)	367,950		190		(64)		368,076
US government and government sponsored entities due within 1 year of date of purchase (Level 2)	382,793		279		(62)		383,010
US government and government sponsored entities due within 1 to 2 years of date of purchase (Level 2)	71,739		156		(25)		71,870
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)	3,282		—		(6)		3,276
Total cash, cash equivalents, restricted cash, and marketable securities	$	930,783	$	625	$	(157)	$	931,251


	December 31, 2023
	Cost		Unrealized gains		Unrealized losses		Fair value
Cash and cash equivalents:
Cash (Level 1)	$	2,729	$	—	$	—	$	2,729
Money market funds (Level 1)	78,555		—		—		78,555
US government and government sponsored entities (Level 1)	14,967		—		—		14,967
Corporate debt securities due within 3 months of date of purchase (Level 2)	3,664		—		—		3,664
Total cash and cash equivalents	99,915		—		—		99,915
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)	382,028		195		(7)		382,216
US government and government sponsored entities due within 1 year of date of purchase (Level 2)	150,743		280		(1)		151,022
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)	977		1		—		978
Total cash, cash equivalents and marketable securities	$	633,663	$	476	$	(8)	$	634,131

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Restricted cash	$ 5,000	$ 0
Cash, Cash Equivalents and Marketable Securities
Total cash and cash equivalents	105,019	99,915
Marketable securities:
Unrealized gains	625	476
Unrealized losses	(157)	(8)
Cost	930,783	633,663
Fair value	931,251	634,131
Corporate Debt Securities
Cash, Cash Equivalents and Marketable Securities
Total cash and cash equivalents	2,511	3,664
Marketable securities:
Cost	367,950	382,028
Unrealized gains	190	195
Unrealized losses	(64)	(7)
Fair value	368,076	382,216
Corporate Debt Securities due within 1 to 2 years of date of purchase
Marketable securities:
Cost	3,282	977
Unrealized gains	0	1
Unrealized losses	(6)	0
Fair value	3,276	978
U.S. Government and Government Sponsored Entities
Cash, Cash Equivalents and Marketable Securities
Total cash and cash equivalents	12,711	14,967
U.S. Government and Government Sponsored Entities due within 1 year of date of purchase
Marketable securities:
Cost	382,793	150,743
Unrealized gains	279	280
Unrealized losses	(62)	(1)
Fair value	383,010	151,022
U.S. Government and Government Sponsored Entities due within 1 to 2 years of date of purchase
Marketable securities:
Cost	71,739
Unrealized gains	156
Unrealized losses	(25)
Fair value	71,870
Cash
Cash, Cash Equivalents and Marketable Securities
Total cash and cash equivalents	24,495	2,729
Money market funds
Cash, Cash Equivalents and Marketable Securities
Total cash and cash equivalents	$ 65,302	$ 78,555

Segment Information - Schedule of Segment Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting [Abstract]
Product revenue, net	$ 180,133,000	$ 0	$ 0
Cost of sales	(6,233,000)	0	0
Research and development - personnel and internal expense	(73,418,000)	(56,824,000)	(39,121,000)
Research and development - external expense	(163,300,000)	(215,526,000)	(206,320,000)
Selling, general and administrative	(435,057,000)	(108,146,000)	(48,130,000)
Other segment income (expense)	31,983,000	6,866,000	(1,779,000)
Net loss	$ (465,892,000)	$ (373,630,000)	$ (295,350,000)

- 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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-Topic 250
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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Stock-based Compensation - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 79,880	$ 49,735	$ 31,625
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	22,158	20,864	13,876
Selling, general and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	57,722	28,871	17,749
Common stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	26,977	30,613	31,625
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	35,136	14,974	0
Performance-based restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 17,767	$ 4,148	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Stockholders' Equity - 2024 Public Offering (Details) $ / shares in Units, $ in Millions	Apr. 02, 2024 USD ($)	Mar. 21, 2024 USD ($) $ / shares shares	Oct. 03, 2023	May 01, 2022 shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of securities called by warrants (in shares)				14,899
Pre-Funded Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, minimum required percentage of ownership after transaction		0.0999	0.0999
Sale of stock, maximum required percentage of ownership after transaction		0.1999	0.1999
Option to increase or decrease ownership percentage, term		61 days	61 days
Public Offering, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		750,000
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 260.00
Proceeds from issuance of common stock, gross \| $		$ 600.0
Cash received on stock transaction after deduction of issuance costs \| $		$ 574.0
Public Offering, 2024 \| Pre-Funded Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of securities called by warrants (in shares)		1,557,692
Exercise price of warrants (in dollars per share) \| $ / shares		$ 259.9999
Stock price discount per common share (in dollars per share) \| $ / shares		$ 0.0001
Over-Allotment Option
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		346,153
Purchasing period		30 days
Cash received on stock transaction after deduction of issuance costs \| $	$ 85.9

Stock-based Compensation - Restricted Stock Units (Details) - Restricted stock units	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	376,117
Granted (in shares) \| shares	295,916
Vested (in shares) \| shares	(113,154)
Forfeited (in shares) \| shares	(59,320)
Outstanding, ending balance (in shares) \| shares	499,559
Weighted average grant date fair value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 241.45
Granted (in dollars per share) \| $ / shares	236.90
Vested (in dollars per share) \| $ / shares	248.37
Forfeited (in dollars per share) \| $ / shares	242.48
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 237.07

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

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 and transactions 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.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers. Revenue is recognized at a point in time when the customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s).

Product Revenue, Net

On March 14, 2024, the Company announced that the U.S. Food and Drug Administration (“FDA”) granted accelerated approval of Rezdiffra (resmetirom) in conjunction with diet and exercise for the treatment of adults with

noncirrhotic MASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis). The Company enters into agreements with specialty pharmacies and specialty distributors (each a “Customer” and collectively the “Customers”) to sell Rezdiffra in the U.S. Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the Customer.

Revenue is recorded net of variable consideration, which includes prompt pay discounts, returns, chargebacks, rebates, and co-payment assistance. The variable consideration is estimated based on contractual terms as well as management assumptions. The amount of variable consideration is calculated by using the expected value method, which is the sum of probability-weighted amounts in a range of possible outcomes, or the most likely amount method, which is the single most likely amount in a range of possible outcomes. Estimates are reviewed quarterly and adjusted as necessary.

Accruals are established for gross to net deductions and actual amounts incurred are offset against applicable accruals. The Company reflects these accruals as either a reduction in the related account receivable from the customer or as an accrued liability, depending on the means by which the deduction is settled. Sales deductions are based on management’s estimates that involve a substantial degree of judgment.

Prompt Pay: Customers receive a prompt pay discount for payments made within a contractually agreed number of days before the due date. The discounts are accounted for as a reduction of the transaction price and recorded as a contra receivable.

Returns: The Company records allowances for product returns as a reduction of revenue at the time product sales are recorded. Product returns are estimated based on forecasted sales and historical and industry data. Returns are permitted in accordance with the return goods policy defined within each customer agreement. A returns reserve is recorded as an accrued liability.

Chargebacks: The Company estimates obligations resulting from contractual commitments with the government and other entities to sell products to qualified healthcare providers at prices lower than the list prices charged to the customer who directly purchases from the Company. The customer charges the Company for the difference between what it pays to the Company for the product and the selling price to the qualified healthcare providers, with the difference recorded as a contra receivable.

Co-Payment Assistance: Co-payment assistance programs are offered to eligible end-users as price concessions and are recorded as accrued liabilities and a reduction of the transaction price. The Company uses a third-party to administer the co-payment program for pharmacy benefit claims.

Rebates: The Company is subject to discount obligations under government programs, including Medicaid and Medicare. Reserves for rebates are recorded in the same period the related product revenue is recognized, resulting in a reduction of product revenues and a current liability that is included in accrued expenses on the consolidated balance sheet. The Company’s estimate for rebates is based on statutory discount rates, expected utilization or an estimated number of patients on treatment, as applicable.

Trade Receivables, Net

The Company's trade receivables relate to amounts due from Customers related to product sales and are recorded net of prompt pay discounts and chargebacks. The Company assesses collectibility of overdue receivables and those determined to be uncollectible are written-off. As of December 31, 2024, there were no receivables written off.

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, net.

Realized gains and losses and declines in value, if any, that the Company judges to be the result of impairment or as a result of recognizing an allowance for credit losses on available-for-sale securities are reported as a component of interest income. To determine whether an 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 years ended December 31, 2024, 2023 and 2022, 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 year ended December 31, 2024, realized gains and losses on marketable securities were not material. During the years ended December 31, 2023 and 2022, 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 December 31, 2024 and 2023, 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 years ended December 31, 2024, 2023 and 2022, the Company did not have any transfers of financials assets between Levels 1 and 2. As of December 31, 2024 and 2023, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet.

Inventory

Inventory, which consists of work in process and finished goods, is stated at the lower of cost or estimated net realizable value, using actual cost, based on a first-in, first-out method. The balance sheet classification of inventory as current or non-current is determined by whether it will be consumed within the Company’s normal operating cycle. The Company analyzes its inventory levels quarterly and writes down inventory subject to expiry or in excess of expected requirements, or that has a cost basis in excess of its expected net realizable value. These write downs are charged to cost of sales in the accompanying Consolidated Statements of Income. The Company capitalizes inventory costs when future commercial sale in the ordinary course of business is probable.

The Company considered regulatory approval of its product candidate to be uncertain and product manufactured prior to regulatory approval could not have been sold unless regulatory approval was obtained. As such, the manufacturing costs incurred prior to regulatory approval were not capitalized as inventory, but rather were expensed as incurred as

research and development expenses. The Company began capitalizing inventory in March 2024 after FDA approval was granted.

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 cash compensation and 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 its drug, and conducted 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 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.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries, benefits and stock-based compensation expenses for employees, management costs, costs associated with obtaining and maintaining our patent portfolio, commercial and marketing activities, advertising, corporate insurance, professional fees for accounting, auditing, consulting and legal services, and allocated overhead expenses.

Leases

The Company determines if an arrangement is a lease at contract inception. All leases are classified as operating leases. Lease assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the leasing arrangement. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When an implicit rate is not readily determinable, an incremental borrowing rate is estimated based on information available at commencement. Lease expense is recognized on a straight-line basis over the lease term. Short-term leases of twelve months or less at commencement date are expensed on a straight-line basis over the lease term.

Patents

Costs to secure and defend patents are expensed as incurred and are classified as selling, general and administrative expense in the Company’s statements of operations. Patent expenses were approximately $0.7 million, $0.9 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Intangible Assets

Intangible assets with finite lives are amortized to cost of sales over their estimated useful lives using the straight-line method. Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Stock-Based Compensation

The Company recognizes stock-based compensation expense based on the grant date fair value of stock options, restricted stock units, and other stock-based compensation awards granted to employees, officers, directors, and consultants. Awards that vest as the recipient provides service are expensed on a straight-line basis over the requisite service period.

The Company uses the Black-Scholes option pricing model to determine the grant date fair value of stock options 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.

For other stock-based compensation awards granted to employees and directors that vest based on market conditions, such as the trading price of the Company’s common stock achieving or exceeding certain price targets, the Company uses a Monte Carlo simulation model to estimate the grant date fair value and recognize stock compensation expense over the derived service period. The Monte Carlo simulation model requires key inputs for risk-free interest rate, dividend yield, volatility, and expected life.

The assumptions used in computing the fair value of equity awards reflect the Company’s best estimates but involve uncertainties related to market and other conditions. Changes in any of these assumptions may materially affect the fair value of awards granted and the amount of stock-based compensation recognized.

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 accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method where deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized based on the weight of available positive and negative evidence. 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. 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 years ended December 31, 2024, 2023 and 2022, diluted net loss per share is the same as basic net loss per share because the inclusion of weighted average shares of common stock issuable upon the exercise of stock options and warrants or vesting of restricted stock units, 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:


	As of December 31,
	2024	2023	2022
Common stock options	1,528,143	2,355,779	2,857,054
Restricted stock units	499,559	376,117	—
Performance-based restricted stock units	235,520	150,000	—
Preferred stock	2,369,797	2,369,797	2,369,797
Warrants	3,625,244	2,067,552	14,899

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. The amendments are effective

for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Refer to Note 15 for the Company's segment information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosures required for income taxes in the Company's annual consolidated financial statements. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE"), which applies to all public entities and requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Public entities must adopt the new standard prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements.

Leases - Narrative (Details) $ in Thousands	1 Months Ended	2 Months Ended	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Oct. 31, 2024 USD ($)	May 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2019 amendment
Leases [Abstract]
Number of amendments \| amendment						3
Right-of-use asset and lease liability	$ 200	$ 1,200	$ 1,330	$ 1,628	$ 583
Weighted average, operating lease term			1 year 10 months 24 days
Weighted average, operating discount rate			10.66%
Operating lease payments			$ 1,100	1,100
Operating lease costs			$ 900	$ 1,100

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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. In March 2024, upon receiving FDA approval of Rezdiffra, a milestone was achieved and $5.0 million was subsequently paid to Roche. The remaining milestone obligation under the agreement is $3.0 million and is payable upon the Company achieving specified objectives related to future regulatory approval in 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 began accruing for royalty payments following its commercial launch of Rezdiffra in April 2024. The Company had no Licensed Product sales for the years ended December 31, 2023 and 2022. The Company has entered into customary contractual arrangements and letters of intent in preparation for and in support of the clinical trials as well as manufacturing costs of Rezdiffra.

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net Loss	$ (465,892)	$ (373,630)	$ (295,350)
Other comprehensive income:
Unrealized gain on available-for-sale securities	0	500	48
Comprehensive loss	$ (465,892)	$ (373,130)	$ (295,302)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. 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

+ Details

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Director and Executive Officer 10b5-1 Plans

Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table describes the written plans for the sale of our securities that were adopted by our executive officers and directors during the quarter ended December 31, 2024. Each of the plans was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each a “Trading Plan”).

Name and Title

Action Taken (Date)

Duration of Plan (1)

Aggregate Number of Securities that May be Sold

Bill Sibold, Chief Executive Officer

Adoption (11/15/2024)

11/15/24 – 6/30/26

7,616

Mardi Dier, Chief Financial Officer

Adoption (11/13/2024)

11/13/24 – 10/31/25

2,218(2)

Carole Huntsman, Chief Commercial Officer

Adoption (11/5/2024)

11/5/24 – 1/31/26

4,701(2)

Shannon Kelley, General Counsel

Adoption (11/7/2024)

11/7/24 – 1/31/26

2,409(2)

(1) Each Trading Plan is subject to a “cooling-off” period as set forth in Rule 10b5-1(c). Each Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by the broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan.

(2) Each Trading Plan provides for the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares sold to satisfy applicable taxes. The number of shares to be sold to satisfy taxes, and thus the exact number of shares to be sold pursuant to each Trading Plan, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be sold to satisfy tax obligations.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Bill Sibold [Member]

Trading Arrangements, by Individual

Name

Bill Sibold

Title

Chief Executive Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Adoption (11/15/2024)

Arrangement Duration

592 days

Aggregate Available

7,616

Mardi Dier [Member]

Trading Arrangements, by Individual

Name

Mardi Dier

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Adoption (11/13/2024)

Arrangement Duration

352 days

Aggregate Available

2,218

Carole Huntsman [Member]

Trading Arrangements, by Individual

Name

Carole Huntsman

Title

Chief Commercial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Adoption (11/5/2024)

Arrangement Duration

452 days

Aggregate Available

4,701

Shannon Kelley [Member]

Trading Arrangements, by Individual

Name

Shannon Kelley

Title

General Counsel

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Adoption (11/7/2024)

Arrangement Duration

450 days

Aggregate Available

2,409

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenues:
Product revenue, net	$ 180,133	$ 0	$ 0
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Product [Member]
Operating expenses:
Cost of sales	$ 6,233	0	0
Research and development	236,718	272,350	245,441
Selling, general and administrative	435,057	108,146	48,130
Total operating expenses	678,008	380,496	293,571
Loss from operations	(497,875)	(380,496)	(293,571)
Interest income	46,654	19,578	2,185
Interest expense	(14,671)	(12,712)	(3,964)
Net loss	$ (465,892)	$ (373,630)	$ (295,350)
Net loss per common share:
Basic net loss per common share (in dollars per share)	$ (21.90)	$ (19.99)	$ (17.23)
Diluted net loss per common share (in dollars per share)	$ (21.90)	$ (19.99)	$ (17.23)
Basic weighted average number of common shares outstanding (in shares)	21,272,962	18,687,774	17,137,201
Diluted weighted average number of common shares outstanding (in shares)	21,272,962	18,687,774	17,137,201

Long Term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long Term Debt

In May 2022 the Company and its wholly-owned subsidiary, Canticle Pharmaceuticals, Inc., entered into the $250.0 million Loan Facility (the “Loan Facility”) with 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 also could 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 could have been drawn by the Company, subject to the approval of Hercules. The Loan Facility had a minimum interest rate of 7.45% and adjusted with changes in the prime rate. The Company was originally scheduled to pay interest-only monthly payments of accrued interest under the Loan Facility through May 1, 2025, for a period of 36 months. In March 2024, the interest-only period was extended to May 1, 2026 when the Company achieved a milestone when Rezdiffra received FDA approval. The interest only period can further extended to May 3, 2027, upon the achievement of regulatory approval milestones and future revenue covenants, subject to compliance with applicable covenants. The Loan Facility originally matured in May 2026, but the maturity date was extended to May 2027 when the Company achieved a milestone upon receipt of FDA approval in March 2024. 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.

On February 3, 2023, the Company entered into the First Amendment (the “First Amendment”) to the Loan Facility (as amended, the “Amended Loan Facility”). Under the Amended Loan Facility, an additional $35.0 million was drawn under a second, expanded, $65.0 million tranche (“Tranche 2”) in February of 2023 following the Company’s achievement of the Phase 3 clinical development milestone. An additional $15.0 million was drawn under Tranche 2 in June of 2023. The remaining $15.0 million available under Tranche 2 was drawn in September of 2023 in accordance with the Amended Loan Facility.

The third tranche (“Tranche 3”) of $75.0 million was unchanged by the First Amendment, and such borrowings became available when the Company achieved a milestone with FDA approval for Rezdiffra in March 2024. The Company did not elect to draw Tranche 3 before it expired in June 2024, but subsequently entered into an amendment to extend the availability of these funds in August 2024. Coincident with the expansion of Tranche 2 borrowing capacity by $15.0 million, the First Amendment reduced the fourth tranche under the Loan Facility (“Tranche 4”) by $15.0 million to $60.0 million.

In connection with the $35.0 million drawn under Tranche 2 at the closing of the First Amendment, $15.0 million drawn in June of 2023, and $15.0 million drawn in September 2023, the Company issued to Hercules and affiliates Tranche 2 Warrants to purchase an aggregate of 4,555 shares of common stock, which had a Black-Scholes value of $0.9 million. The First Amendment reduced the interest rate under the Amended Loan Facility to the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.45% and (ii) 8.25%. The First Amendment and the Amended Loan Facility summary terms were disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2023.

On August 22, 2024, the Company entered into the Second Amendment (the “Second Amendment”) to the Loan Facility (as amended by the First Amendment and the Second Amendment, the “Second Amended Loan Facility”). Under the Second Amended Loan Facility, the Company’s borrowing capacity available under Tranche 4 is increased to include the $75.0 million available under Tranche 3 that was not utilized by the Company. After such increase, the Company’s current borrowing capacity is $135.0 million under Tranche 4, which is available subject to Hercules’ sole discretion.

The Loan Facility includes affirmative and restrictive financial covenants which commenced 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. The Loan Facility also includes a revenue-based covenant that could apply commencing at or after the time that financial reporting became due for the quarter ended September 30, 2024, however, the revenue-based covenant will be automatically waived pursuant to the terms of the Loan Facility at any time in which the Company maintains, as measured monthly, (i) a certain level of cash, cash equivalents and liquid funds relative outstanding debt under the Loan Facility or (ii) a market capitalization of at least $1.2 billion. 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 December 31, 2024, the outstanding principal under the Loan Facility was $115.0 million. The interest rate as of December 31, 2024 was 9.95%. As of December 31, 2024, 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 December 31, 2024 are as follows (in thousands):


Period Ending December 31, 2024:	Amount
2025	$	11,616
2026	78,791
2027	53,107

	$	143,514
Less amount representing interest	(22,361)
Less unamortized discount	(3,584)
Loans payable, net of discount	$	117,569

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (d)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized stock-based compensation expense
Stock options, restricted stock and performance stock units convertible, shares issuable (in shares)	2,263,222
Inducement Plan 2023
Unrecognized stock-based compensation expense
Shares available for future issuance (in shares)	25,176
Common stock reserved for future issuance (in shares)	500,000
Maximum \| Stock Plan 2015
Unrecognized stock-based compensation expense
Expiration period	10 years
Maximum \| Inducement Plan 2023
Unrecognized stock-based compensation expense
Expiration period	10 years
Common stock options
Unrecognized stock-based compensation expense
Proceeds resulting from exercise of stock options	$ 76.9	$ 34.0	$ 9.0
Total intrinsic value of options exercised	$ 167.8	$ 70.4	$ 47.3
Weighted-average grant date fair value of options (in dollars per share)	$ 155.42	$ 149.15	$ 54.68
Unrecognized stock compensation expense	$ 127.3
Weighted average remaining period (in years)	2 years 7 months 6 days
Common stock options \| Stock Plan 2015
Unrecognized stock-based compensation expense
Shares available for future issuance (in shares)	1,205,990
Restricted stock units
Unrecognized stock-based compensation expense
Equity instruments other than options, outstanding (in shares)	499,559	376,117
Equity instruments other than options, weighted average grant date fair value (in dollars per share)	$ 237.07	$ 241.45
Restricted stock units \| Stock Plan 2015
Unrecognized stock-based compensation expense
Equity instruments other than options, outstanding (in shares)	499,559

Leases - Minimum Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Operating Leases
2025	$ 1,150
2026	1,072
Total minimum payments	2,222
Less: imputed interest	(221)
Present value of lease liabilities	$ 2,001

Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock options
Anti-dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	1,528,143	2,355,779	2,857,054
Restricted stock units
Anti-dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	499,559	376,117	0
Performance-based restricted stock units
Anti-dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	235,520	150,000	0
Preferred stock
Anti-dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	2,369,797	2,369,797	2,369,797
Warrants
Anti-dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	3,625,244	2,067,552	14,899

Income Taxes - Narrative (Details)	12 Months Ended
Income Taxes - Narrative (Details)	Dec. 31, 2024 USD ($)
Income Taxes
Research and development tax credit carryforwards	$ 69,700,000
Increase in valuation allowance	125,700,000
Liability for uncertain tax positions	0
Income tax related interest and penalties	0
Federal
Income Taxes
Operating loss carryforwards	850,200,000
Federal \| Expire In 2037
Income Taxes
Operating loss carryforwards	40,400,000
State
Income Taxes
Operating loss carryforwards	$ 823,500,000

Liquidity and Uncertainties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Liquidity and Uncertainties
Net Loss	$ (465,892)	$ (373,630)	$ (295,350)
Accumulated deficit	$ (1,802,182)	$ (1,336,290)

- Definition

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

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2024	Feb. 21, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	001-33277
Entity Registrant Name	MADRIGAL PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3508648
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, State or Province	PA
Entity Address, Postal Zip Code	19428
City Area Code	267
Local Phone Number	824-2827
Title of 12(b) Security	Common Stock, $0.0001 Par Value Per Share
Trading Symbol	MDGL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 5,100,000,000
Entity Common Stock, Shares Outstanding		22,080,246
Documents Incorporated by Reference	Certain information required by Part III, Items 10-14 of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, provided that if such Proxy Statement is not filed within such period, such information will be included in an amendment to this Annual Report on Form 10-K to be filed within such 120-day period.
Entity Central Index Key	0001157601
Document Fiscal Year Focus	2024
Amendment Flag	false
Document Fiscal Period Focus	FY

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (465,892)	$ (373,630)	$ (295,350)

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies - Trade Receivables, Net (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Accounting Policies [Abstract]
Accounts receivable writeoff	$ 0

Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	2,355,779
Options granted (in shares) \| shares	170,872
Options exercised (in shares) \| shares	(928,800)
Options cancelled (in shares) \| shares	(69,708)
Outstanding, ending balance (in shares) \| shares	1,528,143
Exercisable at the end of the year (in shares) \| shares	1,172,585
Weighted average exercise price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 79.94
Options granted (in dollars per share) \| $ / shares	234.80
Options exercised (in dollars per share) \| $ / shares	82.81
Options cancelled (in dollars per share) \| $ / shares	122.50
Outstanding, ending balance (in dollars per share) \| $ / shares	93.57
Exercisable at the end of the year (in dollars per share) \| $ / shares	$ 74.84
Weighted average remaining contractual life (years)
Outstanding at the end of the year	4 years 6 months 7 days
Exercisable at the end of the year	3 years 9 months 29 days
Aggregate intrinsic value (in thousands)
Outstanding at the end of the year \| $	$ 328,574
Exercisable at the end of the year \| $	$ 274,073

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Contract research organization costs	$ 30,250	$ 50,737
Other clinical study related costs	2,161	3,724
Manufacturing and drug supply	9,941	9,705
Compensation and benefits	34,957	17,030
Professional fees	17,512	6,814
Gross to net accrued liabilities	21,703	0
Other	8,171	1,970
Total accrued liabilities	$ 124,695	$ 89,980

Product Revenue, Net (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Gross to Net Adjustments Reserve

The following table summarizes balances and activity for gross to net adjustments (in thousands):


	Chargebacks, Discounts for Prompt Pay and Other Allowances		Rebates, Customer Fees/Credits, Co-Pay Assistance, and Other		Totals
Balance at December 31, 2023	$	—	$	—	$	—
Provision related to sales in the current year	8,045		35,115		43,160
Adjustments related to prior year sales	—		—		—
Payments and customer credits issued	(3,857)		(13,412)		(17,269)
Balance at December 31, 2024	$	4,188	$	21,703	$	25,891

Schedules of Concentrations of Credit Risk and Significant Customers

The following customers accounted for over 10% of total gross product revenue during the year ended December 31, 2024. As Rezdiffra was made commercially available in April 2024, there were no sales and no corresponding customer concentrations in 2023 or 2022.


	Year ended December 31,
	2024		2023		2022

Customer A	39	%	—	%	—	%
Customer B	21	%	—	%	—	%
Customer C	14	%	—	%	—	%
Customer D	12	%	—	%	—	%

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Future Minimum Payments for Operating Leases

Future minimum payments under the Company’s operating leases related to the ROU asset and lease liability as of December 31, 2024 was as follows (in thousand):


	Operating Leases
2025	$	1,150
2026	1,072
Total minimum payments	$	2,222
Less: imputed interest	(221)
Present value of lease liabilities	$	2,001

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (465,892)	$ (373,630)	$ (295,350)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	79,880	49,735	31,625
Depreciation and amortization expense	1,096	527	467
Amortization of debt issuance costs and discount	2,089	2,414	797
Amortization and interest accretion related to operating leases	(400)	0	0
Changes in operating assets and liabilities:
Trade receivables, net	(53,822)	0	0
Inventory	(34,068)	0	0
Prepaid expenses and other current assets	(10,636)	(555)	(1,257)
Accounts payable	15,558	4,210	2,451
Accrued liabilities	34,715	(1,481)	36,413
Accrued interest, net of interest received on maturity of investments	(24,092)	(5,450)	(3)
Net cash used in operating activities	(455,572)	(324,230)	(224,857)
Cash flows from investing activities:
Purchases of marketable securities	(1,131,207)	(834,439)	(143,478)
Sales and maturities of marketable securities	863,283	333,398	350,381
Acquisition of intangible asset	(5,000)	0	0
Purchases of property and equipment, net of disposals	(1,462)	(1,479)	(217)
Net cash provided by (used in) investing activities	(274,386)	(502,520)	206,686
Cash flows from financing activities:
Proceeds from issuance of loan payable	0	65,000	50,000
Payment of debt issuance costs	0	(363)	(886)
Net cash provided by financing activities	735,062	595,116	313,451
Net increase (decrease) in cash and cash equivalents	5,104	(231,634)	295,280
Cash, cash equivalents, and restricted cash at beginning of period	99,915	331,549	36,269
Cash, cash equivalents, and restricted cash at end of period	105,019	99,915	331,549
Supplemental disclosure of cash flow information:
Obtaining a right-of-use asset in exchange for a lease liability	1,330	1,628	583
Nonrelated Party
Cash flows from financing activities:
Proceeds from issuance or sale of equity	397,487	260,187	255,382
Related Party
Cash flows from financing activities:
Proceeds from issuance or sale of equity	$ 337,575	$ 270,292	$ 8,955

Long Term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Maturities of Long-Term Debt

Future minimum payments, including interest and principal, under the loans payable outstanding as of December 31, 2024 are as follows (in thousands):


Period Ending December 31, 2024:	Amount
2025	$	11,616
2026	78,791
2027	53,107

	$	143,514
Less amount representing interest	(22,361)
Less unamortized discount	(3,584)
Loans payable, net of discount	$	117,569

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock Each common stockholder is entitled to one vote for each share of common stock held. The common stock will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. Each share of common stock is entitled to receive dividends, as and when declared by the Company’s Board of Directors (the “Board”). 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 Series A and B Preferred Stock have a par value of $0.0001 per share and are convertible into shares of the common stock at a one-to-one ratio, subject to adjustment as provided in the Certificates of Designation of Preferences, Rights and Limitations of Series A Preferred Stock and Series B Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017 and December 22, 2022, respectively. The terms of the Series A and B Preferred Stock are set forth in such Certificates of Designation. Each share of the Series A and B 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 and B Preferred Stock upon liquidation, the holders of the Series A and B 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 and B Preferred Stock will generally have no voting rights, except as required by law. Shares of the Series A and B 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. 2024 Public Offering On March 18, 2024, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, Jefferies LLC, Cowen and Company, LLC, Evercore Group L.L.C. and Piper Sandler & Co, as representatives of the several underwriters named therein (the “2024 Underwriters”), pursuant to which the Company sold to the 2024 Underwriters in an underwritten public offering (the “2024 Offering”): (i) 750,000 shares of common stock at a public offering price of $260.00 per share, (ii) pre-funded warrants (the “2024 Pre-Funded Warrants”) to purchase 1,557,692 shares of common stock at a public offering price of $259.9999 per 2024 Pre-Funded Warrant, which represents the per share public offering price for the common stock less a $0.0001 per share exercise price for each such Pre-Funded Warrant, and (iii) a 30-day option for the 2024 Underwriters to purchase up to 346,153 additional shares of common stock at the public offering price of $260.00 per share (the “Underwriters’ Option”). The 2024 Offering closed on March 21, 2024. The gross proceeds of the 2024 Offering was $600.0 million, and the Company received net proceeds, after deducting the underwriting discount and commissions and other estimated offering expenses payable by the Company, of approximately $574.0 million. The Underwriters’ Option was later exercised in full, and closed on April 2, 2024. The net proceeds to the Company for the exercise of the Underwriters’ Option, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, was approximately $85.9 million. The Company intends to use the net proceeds from the 2024 Offering for its commercial activities in connection with the launch of Rezdiffra in the United States and for general corporate purposes, including, without limitation, research and development expenditures, ongoing clinical trial expenditures, manufacture and supply of drug substance and drug products, potential ex-U.S. commercialization or partnering opportunities, potential acquisitions or licensing of new technologies, capital expenditures and working capital. The 2024 Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of 2024 Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of 2024 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days prior notice to the Company. 2023 Public Offering On September 28, 2023, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein, pursuant to which the Company sold to the underwriters in an underwritten public offering (the “2023 Offering”): (i) 1,248,098 shares of common stock at a public offering price of $151.69 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,048,098 shares of common stock at a public offering price of $151.6899 per Pre-Funded Warrant, which represents the per share public offering price for the common stock less a $0.0001 per share exercise price for each such Pre-Funded Warrant. The 2023 Offering closed on October 3, 2023. The gross proceeds of the 2023 Offering was $500.0 million, and the Company received net proceeds, after deducting the underwriting discount and commissions and other estimated offering expenses payable by the Company, of approximately $472.0 million. The Company intends to use the net proceeds from the 2023 Offering for its clinical and commercial activities in preparation for a potential launch of resmetirom in the United States and for general corporate purposes, including, without limitation, research and development expenditures, clinical trial expenditures, manufacture and supply of drug substance and drug products, potential acquisitions or licensing of new technologies, capital expenditures and working capital. The 2023 Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days prior notice to the Company. At-The-Market Issuance Sales Agreement In June 2021, the Company entered into an at-the-market sales agreement (the “Original 2021 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 Original 2021 Sales Agreement authorized an aggregate offering of up to $200.0 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. Subject to the terms and conditions of the Original 2021 Sales Agreement, Cowen would 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 imposed). In May 2023, the Company amended the 2021 Agreement (the “Sales Agreement Amendment”), with Cowen, pursuant to which the Company may, from time to time, issue and sell an additional $200.0 million in shares of its common stock. The Company is not obligated to make any sales of its common stock under this arrangement. Any shares sold will be sold pursuant to the Registration Statement and prospectus supplement filed pursuant to the Registration Statement. The Sales Agreement Amendment authorizes sales of shares of the Company’s common stock, from time to time, at the Company’s option, through Cowen as its sales agent. Sales of common stock through Cowen may 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, and as described in the prospectus supplement. Since the entry into the Sales Agreement Amendment in May 2023, the Company sold 98,101 shares in total under the 2021 Sales Agreement, as amended by the Sales Agreement Amendment, for an aggregate of $25.2 million in gross proceeds, with net proceeds to the Company of approximately $24.5 million after deducting commissions and other transaction costs. All shares were sold pursuant to the Company’s effective Registration Statement and the prospectus supplement relating thereto. In total, the Company sold 1,334,044 shares of Common Stock having an aggregate offering price of $225.1 million pursuant to the 2021 Sales Agreement, as amended by the Sales Agreement Amendment. In May 2024, the Company entered into a Sales Agreement (the “2024 Sales Agreement”) with Cowen, replacing and superseding the 2021 Sales Agreement, as amended by the Sales Agreement Amendment which was terminated effective upon the entry into the 2024 Sales Agreement. The Company is authorized to issue and sell up to $300.0 million in shares of the Company’s common stock under the 2024 Sales Agreement. The Company sold no shares in the year ended December 31, 2024 under either the 2021 Sales Agreement, as amended by the Sales Agreement Amendment (the “2024 Sales Agreement”).

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Stock-based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

2015 Stock Plan

The 2015 Stock Plan, as amended (the “2015 Stock Plan”), is our shareholder-approved incentive 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, restricted stock units 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 December 31, 2024, 1,205,990 shares were available for future issuance under the 2015 Stock Plan.

2023 Inducement Plan

In September 2023, the Company adopted the 2023 Inducement Plan (the “Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment. The Inducement Plan was adopted without stockholder approval, pursuant to Nasdaq Listing Rule 5635(c)(4), and is administered by the Compensation Committee of the Board. The Inducement Plan provides for the granting of non-statutory stock options, restricted stock, restricted stock units, performance stock units and other stock-based compensation awards to new employees, but does not allow for the granting of incentive stock options. The terms of the stock options under the Inducement 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 or award is granted. A total of 500,000 shares of the Company’s common stock were reserved for issuance under the Inducement Plan. As of December 31, 2024, 25,176 shares were available for future issuance under the 2023 Inducement Plan.

Stock Options

The following table summarizes stock option activity during the year ended December 31, 2024:


	Shares	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2023	2,355,779	$	79.94
Options granted	170,872	234.80
Options exercised	(928,800)	82.81
Options cancelled	(69,708)	122.50
Outstanding at December 31, 2024	1,528,143	$	93.57	4.52	$	328,574
Exercisable at December 31, 2024	1,172,585	$	74.84	3.83	$	274,073

The total cash received by the Company as a result of stock option exercises was $76.9 million, $34.0 million and $9.0 million for the years ended December 31, 2024, 2023, and 2022. The total intrinsic value of options exercised was $167.8 million $70.4 million and $47.3 million for the years ended December 31, 2024, 2023, and 2022. The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the year ended December 31, 2024, 2023 and 2022 was $155.42, $149.15, and $54.68, respectively.

Restricted Stock Units

The Company’s 2015 Stock Plan provides for awards of restricted stock units (“RSUs”) to employees, officers, directors and consultants to the Company. The Company’s Inducement Plan provides for awards of RSUs to new employees. RSUs vest over a period of months or years, or upon the occurrence of certain performance criteria or the attainment of stated goals or events, and are subject to forfeiture if employment or service terminates before vesting. As of December 31, 2024, the Company had 499,559 restricted stock units outstanding, with a weighted average grant date fair value of $237.07 per unit.

The following table summarizes RSU activity, excluding performance-based RSUs, during the year ended December 31, 2024:


	Shares	Weighted average grant date fair value
Outstanding at December 31, 2023	376,117	$	241.45
RSUs granted	295,916	236.90
RSUs vested	(113,154)	248.37
RSUs forfeited	(59,320)	242.48
Outstanding at December 31, 2024	499,559	$	237.07

Performance-Based Restricted Stock Units

The Company has granted various performance-based restricted stock units (“PSUs”) to certain senior leadership. Depending on the terms of the PSUs and the outcome of the pre-established performance criteria, which may include a market and/or performance condition, a recipient may ultimately earn the target number of PSUs granted or a specified multiple thereof at the end of the vesting period.

The following table summarizes PSU activity during the year ended December 31, 2024:


	PSUs	Eligible to Earn PSUs	Weighted average grant date fair value
Outstanding PSUs at December 31, 2023	50,000	150,000	$	146.37
PSUs granted	51,202	102,404	388.02
PSUs attained	—	—	—
PSUs forfeited	(8,442)	(16,884)	388.02
Outstanding at December 31, 2024	92,760	235,520	$	257.77
Exercisable at December 31, 2024	—	—	$	—

Outstanding Awards

As of December 31, 2024, the Company had restricted stock units, performance stock units, and options outstanding pursuant to which an aggregate of 2,263,222 shares of its common stock may be issued pursuant to the terms of all awards granted under the 2015 Stock Plan and Inducement Plan.

Stock-Based Compensation Expense

Stock-based compensation expense during the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Stock-based compensation expense by type of award:
Stock options	$	26,977	$	30,613	$	31,625
Restricted stock units	35,136		14,974		—
Performance-based restricted stock units	17,767		4,148		—
Total stock-based compensation expense	$	79,880	$	49,735	$	31,625
Effect of stock-based compensation expense by line item:
Research and development	$	22,158	$	20,864	$	13,876
Selling, general and administrative	57,722		28,871		17,749
Total stock-based compensation expense included in net loss	$	79,880	$	49,735	$	31,625

Unrecognized stock-based compensation expense as of December 31, 2024 was $127.3 million with a weighted average remaining period of 2.60 years.

Segment Information - Narrative (Details)	12 Months Ended
Segment Information - Narrative (Details)	Dec. 31, 2024 segment value
Segment Reporting [Abstract]
Number of reportable segments \| segment	1
Number of core values supporting \| value	4

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

At December 31, 2024, the Company had federal net operating loss (“NOL”) carryforwards of approximately $850.2 million available to reduce future taxable income, of which $40.4 million will expire between 2031 and 2037. The Company also has state operating loss carryforwards of approximately $823.5 million, available to reduce future taxable income, which expire between 2031 and 2043. The Company has unused federal and state research and development carryforwards of approximately $69.7 million which will begin to expire in 2031.

The Internal Revenue Code (“IRC”) limits the amounts of NOL carryforwards that a Company may use in any one year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Such change in ownership could limit the Company's utilization of the NOL, and could be triggered by subsequent sales of securities by the Company or stockholders. The deferred tax asset related to the NOL reflected on the financial statements could be affected by this limitation. Although a formal analysis has not been completed, the Company has determined that an ownership change likely occurred for Madrigal during the year ended December 31, 2017. The net operating losses are estimated to be subject to an annual limitation, of which none are expected to expire before becoming available to reduce future taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As there is no assurance of future taxable income, a full valuation allowance has been established to offset the deferred tax assets. The valuation allowance increased $125.7 million for the year ended December 31, 2024. Changes in the deferred tax asset will be recorded as an income tax benefit or expense on the accompanying consolidated statements of operations.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2024 there were no uncertain positions. The 2020 through 2023 tax returns are open to review by the IRS and state taxing authorities. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state taxing authorities, to the extent utilized in a future period. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2024.

Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):


	For the years ended December 31,
	2024		2023		2022
Deferred Tax Liabilities
Unrealized gains on investments	$	117	$	117	$	—
Other deferred tax liabilities	100		—		—
Total Deferred Tax Liabilities	$	217	$	117	$	—
Deferred Tax Assets
Charitable contributions	$	37	$	37	$	45
Accrued expenses	8,082		3,857		2,398
Intangibles	401		503		589
Gross to net accruals	167		—		—
Stock compensation	16,342		33,976		27,226
Property, plant & equipment	172		95		106
Unrealized loss on investment	—		—		8
Net operating losses	214,427		121,552		68,305
Capitalized R&D	200,199		175,145		137,328
R&D credit	69,201		48,074		35,103
Total deferred tax assets before valuation allowance	509,028		383,239		271,108
Valuation allowance	(508,811)		(383,122)		(271,108)
Total deferred tax assets	217		117		—
Net deferred tax assets	$	—	$	—	$	—

Differences between the effective income tax rate and the U.S. statutory rate were as follows (in thousands):


	For the years ended December 31,
	2024		2023		2022
Tax benefit at U.S. federal statutory rate	$	(97,837)	$	(78,462)	$	(62,023)
Stock based compensation	(9,954)		(8,287)		(7,844)
162M limitation	21,627		3,183		7,996
Other nondeductible expenses	835		53		16
State income taxes benefit before valuation allowance, net of federal benefit	(19,280)		(16,246)		13,090
Increase in domestic valuation allowance	125,689		112,606		59,466
Research and development credit	(17,679)		(12,971)		(10,712)
Other adjustments	(3,401)		124		11
Income tax expense (benefit)	$	—	$	—	$	—

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Inventory

12 Months Ended

Dec. 31, 2024

Inventory Disclosure [Abstract]

Inventory

The following table summarizes the Company's inventory balances as of December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Raw materials	$	—	$	—
Work in process	29,533		—
Finished goods	4,535		—
Total	$	34,068	$	—

There was no provision for excess inventory recorded as of December 31, 2024.

Long Term Debt - Narrative (Details)		1 Months Ended
Long Term Debt - Narrative (Details)	Feb. 03, 2023 USD ($)	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Feb. 28, 2023 USD ($)	May 31, 2022 USD ($) withdrawal	Dec. 31, 2024 USD ($)	Aug. 22, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jan. 01, 2023 USD ($)	May 01, 2022 USD ($) shares
Debt Instrument [Line Items]
Number of securities called by warrants (in shares) \| shares										14,899
Warrants and rights outstanding		$ 900,000								$ 600,000
Long-term debt						$ 117,569,000
Hercules Warrants
Debt Instrument [Line Items]
Number of securities called by warrants (in shares) \| shares		4,555
Secured Debt \| Line of Credit
Debt Instrument [Line Items]
Term charges on aggregate principal amount, percentage					5.35%
Secured Debt \| Loan Facility \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount					$ 250,000,000.0
Line of credit facility, number of withdrawals upon milestone achievements \| withdrawal					2
Long term debt floor interest rate percentage					7.45%
Accrued interest payments, term					36 months
Minimum liquidity covenant									$ 35,000,000.0
Debt instrument, covenant, market capitalization minimum									$ 1,200,000,000
Long-term debt						$ 115,000,000.0
Line of credit facility, interest rate						9.95%
Secured Debt \| Loan Facility \| Line of Credit \| Variable Rate Component One
Debt Instrument [Line Items]
Basis spread on variable rate		2.45%
Secured Debt \| Loan Facility \| Line of Credit \| Variable Rate Component Two
Debt Instrument [Line Items]
Basis spread on variable rate		8.25%
Secured Debt \| Loan Facility, Tranche 1 \| Line of Credit
Debt Instrument [Line Items]
Proceeds from issuance of debt					$ 50,000,000.0
Secured Debt \| Loan Facility, Tranches 2 and 3 \| Line of Credit
Debt Instrument [Line Items]
Additional Drawn					125,000,000.0
Secured Debt \| Loan Facility, Tranche 2 \| Line of Credit
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 35,000,000.0	$ 15,000,000.0	$ 15,000,000.0
Additional Drawn	$ 65,000,000.0
Line of credit facility, increase (decrease)			15,000,000.0
Line of credit facility, increase In maximum borrowing capacity				$ 15,000,000.0
Secured Debt \| Loan Facility, Tranche 3 \| Line of Credit
Debt Instrument [Line Items]
Current borrowing capacity							$ 75,000,000.0
Secured Debt \| Loan Facility, Tranche 4 \| Line of Credit
Debt Instrument [Line Items]
Additional Drawn					$ 75,000,000.0			$ 60,000,000
Line of credit facility, decrease In maximum borrowing capacity			$ 15,000,000
Current borrowing capacity							$ 135,000,000

Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2024 vote $ / shares	Dec. 31, 2023 $ / shares
Stockholders' Equity (Deficit)
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible Series A and B Preferred Stock
Stockholders' Equity (Deficit)
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock conversion ratio (in shares)	1
Preferred shares number voting rights \| vote	0

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

12 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

The Company held restricted cash of $5.0 million as of December 31, 2024 as collateral to its corporate credit card program. The Company had no restricted cash as of December 31, 2023.

A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2024 and 2023 is as follows (in thousands):


	December 31, 2024
	Cost		Unrealized gains		Unrealized losses		Fair value
Cash and cash equivalents:
Cash (Level 1)	$	24,495	$	—	$	—	$	24,495
Money market funds (Level 1)	65,302		—		—		65,302
US government and government sponsored entities (Level 1)	12,711		—		—		12,711
Corporate debt securities due within 3 months of date of purchase (Level 2)	2,511		—		—		2,511
Total cash and cash equivalents	105,019		—		—		105,019
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)	367,950		190		(64)		368,076
US government and government sponsored entities due within 1 year of date of purchase (Level 2)	382,793		279		(62)		383,010
US government and government sponsored entities due within 1 to 2 years of date of purchase (Level 2)	71,739		156		(25)		71,870
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)	3,282		—		(6)		3,276
Total cash, cash equivalents, restricted cash, and marketable securities	$	930,783	$	625	$	(157)	$	931,251


	December 31, 2023
	Cost		Unrealized gains		Unrealized losses		Fair value
Cash and cash equivalents:
Cash (Level 1)	$	2,729	$	—	$	—	$	2,729
Money market funds (Level 1)	78,555		—		—		78,555
US government and government sponsored entities (Level 1)	14,967		—		—		14,967
Corporate debt securities due within 3 months of date of purchase (Level 2)	3,664		—		—		3,664
Total cash and cash equivalents	99,915		—		—		99,915
Marketable securities:
Corporate debt securities due within 1 year of date of purchase (Level 2)	382,028		195		(7)		382,216
US government and government sponsored entities due within 1 year of date of purchase (Level 2)	150,743		280		(1)		151,022
Corporate debt securities due within 1 to 2 years of date of purchase (Level 2)	977		1		—		978
Total cash, cash equivalents and marketable securities	$	633,663	$	476	$	(8)	$	634,131

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
Revenues		$ 180,133,000	$ 0	$ 0
Research, Development and Commercialization Agreement \| Hoffmann-La Roche ("Roche")
Commitments and Contingencies
Milestone payment due	$ 5,000,000.0
Remainder of future milestone payments		$ 3,000,000

- Definition

+ References

+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Liabilities
Unrealized gains on investments	$ 117	$ 117	$ 0
Other deferred tax liabilities	100	0	0
Total Deferred Tax Liabilities	217	117	0
Deferred Tax Assets
Charitable contributions	37	37	45
Accrued expenses	8,082	3,857	2,398
Intangibles	401	503	589
Gross to net accruals	167	0	0
Stock compensation	16,342	33,976	27,226
Property, plant & equipment	172	95	106
Unrealized loss on investment	0	0	8
Net operating losses	214,427	121,552	68,305
Capitalized R&D	200,199	175,145	137,328
R&D credit	69,201	48,074	35,103
Total deferred tax assets before valuation allowance	509,028	383,239	271,108
Valuation allowance	(508,811)	(383,122)	(271,108)
Total deferred tax assets	217	117	0
Net deferred tax assets	$ 0	$ 0	$ 0

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Principle of Consolidation	Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	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.
Revenue Recognition and Product Revenue, Net	Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers. Revenue is recognized at a point in time when the customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Product Revenue, Net On March 14, 2024, the Company announced that the U.S. Food and Drug Administration (“FDA”) granted accelerated approval of Rezdiffra (resmetirom) in conjunction with diet and exercise for the treatment of adults with noncirrhotic MASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis). The Company enters into agreements with specialty pharmacies and specialty distributors (each a “Customer” and collectively the “Customers”) to sell Rezdiffra in the U.S. Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the Customer. Revenue is recorded net of variable consideration, which includes prompt pay discounts, returns, chargebacks, rebates, and co-payment assistance. The variable consideration is estimated based on contractual terms as well as management assumptions. The amount of variable consideration is calculated by using the expected value method, which is the sum of probability-weighted amounts in a range of possible outcomes, or the most likely amount method, which is the single most likely amount in a range of possible outcomes. Estimates are reviewed quarterly and adjusted as necessary. Accruals are established for gross to net deductions and actual amounts incurred are offset against applicable accruals. The Company reflects these accruals as either a reduction in the related account receivable from the customer or as an accrued liability, depending on the means by which the deduction is settled. Sales deductions are based on management’s estimates that involve a substantial degree of judgment. Prompt Pay: Customers receive a prompt pay discount for payments made within a contractually agreed number of days before the due date. The discounts are accounted for as a reduction of the transaction price and recorded as a contra receivable. Returns: The Company records allowances for product returns as a reduction of revenue at the time product sales are recorded. Product returns are estimated based on forecasted sales and historical and industry data. Returns are permitted in accordance with the return goods policy defined within each customer agreement. A returns reserve is recorded as an accrued liability. Chargebacks: The Company estimates obligations resulting from contractual commitments with the government and other entities to sell products to qualified healthcare providers at prices lower than the list prices charged to the customer who directly purchases from the Company. The customer charges the Company for the difference between what it pays to the Company for the product and the selling price to the qualified healthcare providers, with the difference recorded as a contra receivable. Co-Payment Assistance: Co-payment assistance programs are offered to eligible end-users as price concessions and are recorded as accrued liabilities and a reduction of the transaction price. The Company uses a third-party to administer the co-payment program for pharmacy benefit claims. Rebates: The Company is subject to discount obligations under government programs, including Medicaid and Medicare. Reserves for rebates are recorded in the same period the related product revenue is recognized, resulting in a reduction of product revenues and a current liability that is included in accrued expenses on the consolidated balance sheet. The Company’s estimate for rebates is based on statutory discount rates, expected utilization or an estimated number of patients on treatment, as applicable.
Trade Receivables, Net	Trade Receivables, Net The Company's trade receivables relate to amounts due from Customers related to product sales and are recorded net of prompt pay discounts and chargebacks. The Company assesses collectibility of overdue receivables and those determined to be uncollectible are written-off.
Cash and Cash Equivalents	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 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, net. Realized gains and losses and declines in value, if any, that the Company judges to be the result of impairment or as a result of recognizing an allowance for credit losses on available-for-sale securities are reported as a component of interest income. To determine whether an 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 years ended December 31, 2024, 2023 and 2022, 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.
Fair Value of Financial Instruments	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.
Inventory	Inventory Inventory, which consists of work in process and finished goods, is stated at the lower of cost or estimated net realizable value, using actual cost, based on a first-in, first-out method. The balance sheet classification of inventory as current or non-current is determined by whether it will be consumed within the Company’s normal operating cycle. The Company analyzes its inventory levels quarterly and writes down inventory subject to expiry or in excess of expected requirements, or that has a cost basis in excess of its expected net realizable value. These write downs are charged to cost of sales in the accompanying Consolidated Statements of Income. The Company capitalizes inventory costs when future commercial sale in the ordinary course of business is probable. The Company considered regulatory approval of its product candidate to be uncertain and product manufactured prior to regulatory approval could not have been sold unless regulatory approval was obtained. As such, the manufacturing costs incurred prior to regulatory approval were not capitalized as inventory, but rather were expensed as incurred as research and development expenses. The Company began capitalizing inventory in March 2024 after FDA approval was granted.
Research and Development Costs	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 cash compensation and 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 its drug, and conducted 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 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.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, benefits and stock-based compensation expenses for employees, management costs, costs associated with obtaining and maintaining our patent portfolio, commercial and marketing activities, advertising, corporate insurance, professional fees for accounting, auditing, consulting and legal services, and allocated overhead expenses.
Leases	Leases The Company determines if an arrangement is a lease at contract inception. All leases are classified as operating leases. Lease assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the leasing arrangement. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When an implicit rate is not readily determinable, an incremental borrowing rate is estimated based on information available at commencement. Lease expense is recognized on a straight-line basis over the lease term. Short-term leases of twelve months or less at commencement date are expensed on a straight-line basis over the lease term.
Patents	Patents Costs to secure and defend patents are expensed as incurred and are classified as selling, general and administrative expense in the Company’s statements of operations.
Intangible Assets	Intangible Assets Intangible assets with finite lives are amortized to cost of sales over their estimated useful lives using the straight-line method. Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options, restricted stock units, and other stock-based compensation awards granted to employees, officers, directors, and consultants. Awards that vest as the recipient provides service are expensed on a straight-line basis over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of stock options 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. For other stock-based compensation awards granted to employees and directors that vest based on market conditions, such as the trading price of the Company’s common stock achieving or exceeding certain price targets, the Company uses a Monte Carlo simulation model to estimate the grant date fair value and recognize stock compensation expense over the derived service period. The Monte Carlo simulation model requires key inputs for risk-free interest rate, dividend yield, volatility, and expected life. The assumptions used in computing the fair value of equity awards reflect the Company’s best estimates but involve uncertainties related to market and other conditions. Changes in any of these assumptions may materially affect the fair value of awards granted and the amount of stock-based compensation recognized. 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	Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method where deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized based on the weight of available positive and negative evidence. The Company currently maintains a 100% valuation allowance on its deferred tax assets.
Comprehensive Loss	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 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. 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 years ended December 31, 2024, 2023 and 2022, diluted net loss per share is the same as basic net loss per share because the inclusion of weighted average shares of common stock issuable upon the exercise of stock options and warrants or vesting of restricted stock units, and common stock issuable upon the conversion of preferred stock would be anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Refer to Note 15 for the Company's segment information. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosures required for income taxes in the Company's annual consolidated financial statements. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE"), which applies to all public entities and requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Public entities must adopt the new standard prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements.

Summary of Significant Accounting Policies - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2024
Income Taxes
Valuation allowance on deferred tax assets (as a percent)	100.00%

Summary of Significant Accounting Policies - Patents (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Patent expenses	$ 0.7	$ 0.9	$ 0.5

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Philadelphia, Pennsylvania

Stockholders' Equity - 2023 Public Offering (Details) $ / shares in Units, $ in Millions	Oct. 03, 2023 USD ($) $ / shares shares	Mar. 21, 2024	May 01, 2022 shares
Subsidiary, Sale of Stock [Line Items]
Number of securities called by warrants (in shares) \| shares			14,899
Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of stock, minimum required percentage of ownership after transaction	0.0999	0.0999
Sale of stock, maximum required percentage of ownership after transaction	0.1999	0.1999
Option to increase or decrease ownership percentage, term	61 days	61 days
Public Offering, 2023
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	1,248,098
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 151.69
Proceeds from issuance of common stock, gross \| $	$ 500.0
Cash received on stock transaction after deduction of issuance costs \| $	$ 472.0
Public Offering, 2023 \| Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Number of securities called by warrants (in shares) \| shares	2,048,098
Exercise price of warrants (in dollars per share) \| $ / shares	$ 151.6899
Stock price discount per common share (in dollars per share) \| $ / shares	$ 0.0001

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per 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:


	As of December 31,
	2024	2023	2022
Common stock options	1,528,143	2,355,779	2,857,054
Restricted stock units	499,559	376,117	—
Performance-based restricted stock units	235,520	150,000	—
Preferred stock	2,369,797	2,369,797	2,369,797
Warrants	3,625,244	2,067,552	14,899

Accrued Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

Accrued liabilities as of December 31, 2024 and 2023 consisted of the following (in thousands):


	December 31, 2024		December 31, 2023
Contract research organization costs	$	30,250	$	50,737
Other clinical study related costs	2,161		3,724
Manufacturing and drug supply	9,941		9,705
Compensation and benefits	34,957		17,030
Professional fees	17,512		6,814
Gross to net accrued liabilities	21,703		—
Other	8,171		1,970
Total accrued liabilities	$	124,695	$	89,980

Liquidity and Uncertainties	12 Months Ended
Liquidity and Uncertainties	Dec. 31, 2024
Liquidity and Uncertainties
Liquidity and Uncertainties	Liquidity and Uncertainties The Company is subject to risks common to development stage companies and early commercial 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 and other government regulations. The Company has incurred losses since inception, including approximately $465.9 million for the year ended December 31, 2024, resulting in an accumulated deficit of approximately $1,802.2 million and $1,336.3 million as of December 31, 2024 and 2023, respectively. Management expects to incur losses until the Company is able to generate sufficient revenue from Rezdiffra and any other approved products. To date, the Company has funded its operations primarily through proceeds from sales of the Company’s capital stock and debt financings. The Company believes that its cash, cash equivalents and marketable securities at December 31, 2024 will be sufficient to fund operations past one year from the issuance of these financial statements. To meet its future capital needs, the Company may need to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions. However, there can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. The inability of the Company to obtain sufficient funds on acceptable terms when needed, if at all, could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has the ability to delay certain planned commercialization costs, product manufacturing, research activities and related clinical expenses if necessary due to liquidity concerns until a date when those concerns are relieved.

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information

The Company operates as one reportable segment focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (“MASH”). The Company's Chief Executive Officer, as the chief operating decision maker ("CODM"), leads the Company in support of four core values—focus on the patient, having an owner mindset, the relentless pursuit of innovation and commitment to collaboration. To best align the Company with these values, the CODM reviews consolidated financials, along with qualitative information, to evaluate performance, manage and allocate resources, make operating decisions, and assess planning and forecasting on a total company basis. Assets, liabilities, and equity are reviewed and presented on the same level as the Company's consolidated balance sheet.

Management does not segment business operations for internal reporting or decision making purposes. As the Company has a single reporting segment, the segment accounting policies are the same as those at the Company level, as described in Note 2 "Summary of Significant Accounting Policies". As of December 31, 2024, the Company did not have revenue or material assets outside of the U.S.

The following table presents net income reported at the segment measure of profit and loss:


	Year Ended December 31,
	2024		2023		2022
Product revenue, net	$	180,133	$	—	$	—
Cost of sales	(6,233)		—		—
Research and development - personnel and internal expense	(73,418)		(56,824)		(39,121)
Research and development - external expense	(163,300)		(215,526)		(206,320)
Selling, general and administrative	(435,057)		(108,146)		(48,130)
Other segment income (expense)(1)	31,983		6,866		(1,779)
Net loss	$	(465,892)	$	(373,630)	$	(295,350)

(1) Other segment expense includes interest income and interest expense.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of stock option activity

The following table summarizes stock option activity during the year ended December 31, 2024:


	Shares	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2023	2,355,779	$	79.94
Options granted	170,872	234.80
Options exercised	(928,800)	82.81
Options cancelled	(69,708)	122.50
Outstanding at December 31, 2024	1,528,143	$	93.57	4.52	$	328,574
Exercisable at December 31, 2024	1,172,585	$	74.84	3.83	$	274,073

Stock-based compensation expense during the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Stock-based compensation expense by type of award:
Stock options	$	26,977	$	30,613	$	31,625
Restricted stock units	35,136		14,974		—
Performance-based restricted stock units	17,767		4,148		—
Total stock-based compensation expense	$	79,880	$	49,735	$	31,625
Effect of stock-based compensation expense by line item:
Research and development	$	22,158	$	20,864	$	13,876
Selling, general and administrative	57,722		28,871		17,749
Total stock-based compensation expense included in net loss	$	79,880	$	49,735	$	31,625

Summary of restricted stock unit activity

The following table summarizes RSU activity, excluding performance-based RSUs, during the year ended December 31, 2024:


	Shares	Weighted average grant date fair value
Outstanding at December 31, 2023	376,117	$	241.45
RSUs granted	295,916	236.90
RSUs vested	(113,154)	248.37
RSUs forfeited	(59,320)	242.48
Outstanding at December 31, 2024	499,559	$	237.07

Summary of performance-based restricted stock units

The following table summarizes PSU activity during the year ended December 31, 2024:


	PSUs	Eligible to Earn PSUs	Weighted average grant date fair value
Outstanding PSUs at December 31, 2023	50,000	150,000	$	146.37
PSUs granted	51,202	102,404	388.02
PSUs attained	—	—	—
PSUs forfeited	(8,442)	(16,884)	388.02
Outstanding at December 31, 2024	92,760	235,520	$	257.77
Exercisable at December 31, 2024	—	—	$	—

Stock-based Compensation - Performance-Based Restricted Stock Units (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Performance-Based Restricted Stock Units (PSUs)
Shares
Outstanding, beginning balance (in shares)	50,000
PSUs granted (in shares)	51,202
PSUs attained (in shares)	0
PSUs forfeited (in shares)	(8,442)
Outstanding, ending balance (in shares)	92,760
Exercisable (in shares)	0
Weighted average grant date fair value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 146.37
PSUs granted (in dollars per share) \| $ / shares	388.02
PSUs attained (in dollars per share) \| $ / shares	0
PSUs forfeited (in dollars per share) \| $ / shares	388.02
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 257.77
Exercisable (in dollars per share)	0
Eligible to Earn PSUs
Shares
Outstanding, beginning balance (in shares)	150,000
PSUs granted (in shares)	102,404
PSUs attained (in shares)	0
PSUs forfeited (in shares)	(16,884)
Outstanding, ending balance (in shares)	235,520
Exercisable (in shares)	0

Long Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 11,616
2026	78,791
2027	53,107
Long-term debt	143,514
Less amount representing interest	(22,361)
Less unamortized discount	(3,584)
Loans payable, net of discount	$ 117,569

- Definition

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

+ References + Details

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities as of December 31, 2024 and 2023 consisted of the following (in thousands):


	December 31, 2024		December 31, 2023
Contract research organization costs	$	30,250	$	50,737
Other clinical study related costs	2,161		3,724
Manufacturing and drug supply	9,941		9,705
Compensation and benefits	34,957		17,030
Professional fees	17,512		6,814
Gross to net accrued liabilities	21,703		—
Other	8,171		1,970
Total accrued liabilities	$	124,695	$	89,980

Organization, Business and Basis of Presentation	12 Months Ended
Organization, Business and Basis of Presentation	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business and Basis of Presentation	Organization, Business and Basis of Presentation Organization and Business Madrigal Pharmaceuticals, Inc. (the “Company” or “Madrigal”) is a biopharmaceutical company focused on delivering novel therapeutics for metabolic dysfunction-associated steatohepatitis (“MASH”), a serious liver disease with high unmet medical need that can lead to cirrhosis, liver failure and premature mortality. MASH is expected to become the leading cause of liver transplantation in the United States and is already the leading cause of liver transplantation among women in the United States. The Company’s medication, Rezdiffra (resmetirom), is a once-daily, oral, liver-directed THR-β agonist designed to target key underlying causes of MASH. In March 2024, Rezdiffra became the first and only FDA-approved therapy for patients with MASH. Rezdiffra became commercially available in the United States in April 2024. Rezdiffra is indicated in conjunction with diet and exercise for the treatment of adults with noncirrhotic MASH with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis). Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to align with current period presentation. During the three months ended December 31, 2024, the Company recorded an out-of-period adjustment related to clinical trial accruals that reduced research and development expense, net loss, and accrued liabilities by $36.9 million, $25.6 million of which related to fiscal years 2021 through 2023. The Company evaluated the impact of the error and out-of-period adjustment and concluded the error was not material to any previously filed interim or annual consolidated financial statements, and the out-of-period adjustment for the cumulative correction is not material to the year ended December 31, 2024.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	2,369,797	2,369,797
Preferred stock, outstanding (in shares)	2,369,797	2,369,797
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (shares)	22,004,679	19,875,427
Common stock, outstanding (shares)	22,004,679	19,875,427

Summary of Significant Accounting Policies - Marketable Securities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Marketable securities, realized gain (loss)	$ 0	$ 0	$ 0

Organization, Business and Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended			36 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Research and development		$ 236,718	$ 272,350	$ 245,441
Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Research and development	$ 36,900				$ 25,600

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Inventory (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 0	$ 0
Work in process	29,533,000	0
Finished goods	4,535,000	0
Total	34,068,000	$ 0
Provision for excess inventory	$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):


	For the years ended December 31,
	2024		2023		2022
Deferred Tax Liabilities
Unrealized gains on investments	$	117	$	117	$	—
Other deferred tax liabilities	100		—		—
Total Deferred Tax Liabilities	$	217	$	117	$	—
Deferred Tax Assets
Charitable contributions	$	37	$	37	$	45
Accrued expenses	8,082		3,857		2,398
Intangibles	401		503		589
Gross to net accruals	167		—		—
Stock compensation	16,342		33,976		27,226
Property, plant & equipment	172		95		106
Unrealized loss on investment	—		—		8
Net operating losses	214,427		121,552		68,305
Capitalized R&D	200,199		175,145		137,328
R&D credit	69,201		48,074		35,103
Total deferred tax assets before valuation allowance	509,028		383,239		271,108
Valuation allowance	(508,811)		(383,122)		(271,108)
Total deferred tax assets	217		117		—
Net deferred tax assets	$	—	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

Differences between the effective income tax rate and the U.S. statutory rate were as follows (in thousands):


	For the years ended December 31,
	2024		2023		2022
Tax benefit at U.S. federal statutory rate	$	(97,837)	$	(78,462)	$	(62,023)
Stock based compensation	(9,954)		(8,287)		(7,844)
162M limitation	21,627		3,183		7,996
Other nondeductible expenses	835		53		16
State income taxes benefit before valuation allowance, net of federal benefit	(19,280)		(16,246)		13,090
Increase in domestic valuation allowance	125,689		112,606		59,466
Research and development credit	(17,679)		(12,971)		(10,712)
Other adjustments	(3,401)		124		11
Income tax expense (benefit)	$	—	$	—	$	—

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Information

The following table presents net income reported at the segment measure of profit and loss:


	Year Ended December 31,
	2024		2023		2022
Product revenue, net	$	180,133	$	—	$	—
Cost of sales	(6,233)		—		—
Research and development - personnel and internal expense	(73,418)		(56,824)		(39,121)
Research and development - external expense	(163,300)		(215,526)		(206,320)
Selling, general and administrative	(435,057)		(108,146)		(48,130)
Other segment income (expense)(1)	31,983		6,866		(1,779)
Net loss	$	(465,892)	$	(373,630)	$	(295,350)

(1) Other segment expense includes interest income and interest expense.

Stockholders' Equity - Common Stock (Details)	12 Months Ended
Stockholders' Equity - Common Stock (Details)	Dec. 31, 2024 vote
Equity [Abstract]
Number of votes per share that common stockholders are entitled to receive	1