Nature of the Business	12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	Note 1. Nature of the Business Description of the Business Karuna Therapeutics, Inc. (the “Company”) was incorporated under the laws of the State of Delaware in July 2009 as Karuna Pharmaceuticals, Inc. and is headquartered in Boston, Massachusetts. In March 2019, the Company changed its name to Karuna Therapeutics, Inc. The Company is a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. Since the Company’s inception, it has focused substantially all of its efforts and financial resources on organizing and staffing the Company, acquiring and developing its technology, raising capital, building its intellectual property portfolio, undertaking preclinical studies and clinical trials, preparing for the potential commercialization of KarXT, and providing general and administrative support for these activities. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability, and the need to obtain adequate additional financing to fund the development of its product candidates. On July 2, 2020, the Company filed an automatically effective registration statement on Form S-3 (the “Registration Statement”) with the SEC which registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Company simultaneously entered into an equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to provide for the issuance and sale by the Company of up to $150.0 million of common stock from time to time in “at-the-market” offerings under the Registration Statement and related prospectus filed with the Registration Statement (the “ATM Program”). On June 21, 2023, the Company and Goldman Sachs & Co. LLC mutually terminated the Equity Distribution Agreement between the parties dated July 2, 2020 (the “Distribution Agreement”) in connection with the upcoming expiration of the Company's automatic shelf Registration Statement on Form S-3 (File No. 333-239657) filed with the Securities and Exchange Commission on July 2, 2020 (the “Existing Form S-3”). As of December 31, 2023, no sales had been made pursuant to the ATM Program. On March 4, 2021, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 2,395,834 shares of common stock, including full exercise of the underwriters’ over-allotment option to purchase an additional 312,500 shares of common stock, at a public offering price of $120 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the over-allotment exercise, were $270.0 million after deducting underwriting discounts and commissions of $17.3 million and offering expenses of $0.2 million. On August 9, 2022, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 4,011,628 shares of common stock, including full exercise of the underwriters’ over-allotment option to purchase an additional 523,255 shares of common stock, at a public offering price of $215 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the over-allotment exercise, were $819.1 million after deducting underwriting discounts and commissions of $43.1 million and offering expenses of $0.3 million. On March 21, 2023, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 2,851,299 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 371,908 shares of common stock, at a public offering price of $161.33 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the option exercise, were $436.7 million after deducting underwriting discounts and commissions of $23.0 million and offering expenses of $0.3 million. On June 21, 2023, the Company filed an automatically effective registration statement on Form S-3 (the "2023 Registration Statement"), with the SEC which registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Company simultaneously entered into an equity distribution agreement (the "2023 Distribution Agreement"), with Goldman Sachs & Co. LLC and Leerink Partners (f/k/a SVB Securities LLC), as sales agents, to provide for the issuance and sale by the Company of up to $400.0 million of common stock from time to time in “at-the-market” offerings under the 2023 Registration Statement and related prospectus (the "2023 ATM Program"). The Company may sell common stock pursuant to the 2023 Distribution Agreement from time to time in varying amounts, which may be limited, based upon factors including (among others) market conditions, investor demand, the trading price of our common stock, and determinations by us of our need for, and appropriate sources of, additional capital. As of December 31, 2023, no sales had been made pursuant to the 2023 ATM Program. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company experienced negative operating cash flows of $385.8 million for the year ended December 31, 2023 and had an accumulated deficit of $997.9 million as of December 31, 2023. The Company expects to continue to generate negative operating cash flows for the foreseeable future. The Company expects that its cash, cash equivalents and available-for-sale investments of $1,260.8 million as of December 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these consolidated financial statements. Proposed Transaction with Bristol-Myers Squibb Company On December 22, 2023, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with Bristol-Myers Squibb Company ("Bristol Myers Squibb"), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol Myers Squibb ("Merger Sub"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in such merger (the "Merger") as a wholly owned subsidiary of Bristol Myers Squibb. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger ("Effective Time"), and as a result of the Merger, each share of the Company's common stock that is issued and outstanding immediately prior to the Effective Time (other than (i) shares of our common Stock owned by Bristol Myers Squibb, Merger Sub or any other wholly owned subsidiary of Bristol Myers Squibb, immediately prior to the Effective Time and shares of the Company's common stock owned by the Company immediately prior the Effective Time, including shares of the Company's common stock held in treasury by the Company, and in each case not held on behalf of third parties, and (ii) shares of the Company's common stock for which appraisal rights have been properly exercised in accordance with Section 262 of the Delaware General Corporation Law and perfected and not withdrawn) will be converted into the right to receive $330 in cash, without interest, and less any applicable withholding taxes (the “Merger Consideration”). Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of the Company's common stock (an “Option”), whether granted under a Company stock plan or otherwise, will, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and will only entitle the holder of such Option to receive (without interest), at or promptly after the Effective Time, a one-time lump sum payment in an amount in cash equal to (i) the total number of shares of common stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of the common stock under such Option, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Option which has a per share exercise price that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time for no consideration or payment and shall have no further force or effect. Immediately prior to the Effective Time, each outstanding restricted stock unit (“Company RSU”), whether granted under a Company stock plan or otherwise, shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and shall only entitle the holder of such Company RSU to receive (without interest), at or promptly after the Effective Time, a one-time lump sum payment in an amount in cash equal to (i) the total number of shares of common stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment. Consummation of the Merger is subject to certain customary conditions, including (i) the approval of the Merger by the holders of a majority of the outstanding shares of the Company's common stock, (ii) the absence of any law prohibiting or order preventing the consummation of the Merger, (iii) the receipt of certain regulatory approvals, to the extent required, including the expiration or early termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) compliance in all material respects on the part of each of the Company, Bristol Myers Squibb and Merger Sub with such party’s covenants under the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), and upon no “Material Adverse Effect” (as defined in the Merger Agreement) having occurred with respect to the Company since the signing of the Merger Agreement. Subject to the satisfaction of such closing conditions, the Company anticipates the Merger and the other transactions contemplated by the Merger Agreement to close in the first half of 2024. Following completion of the Merger, the Company's common stock will no longer be publicly listed. The Company and Bristol Myers Squibb have certain customary termination rights pursuant to the Merger Agreement, including the Company's right to terminate the Merger Agreement to accept a “Superior Proposal” (as defined in the Merger Agreement) subject to compliance with certain procedures specified in the Merger Agreement. If the Merger Agreement is terminated under certain specified circumstances set forth in the Merger Agreement, the Company will be required to pay Bristol Myers Squibb a termination fee of $490 million. If the Merger Agreement is terminated under other specified circumstances set forth in the Merger Agreement, Bristol Myers Squibb will be required to pay the Company a termination fee of $600 million.

Nature of the Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1. Nature of the Business

Description of the Business

Karuna Therapeutics, Inc. (the “Company”) was incorporated under the laws of the State of Delaware in July 2009 as Karuna Pharmaceuticals, Inc. and is headquartered in Boston, Massachusetts. In March 2019, the Company changed its name to Karuna Therapeutics, Inc. The Company is a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions.

Since the Company’s inception, it has focused substantially all of its efforts and financial resources on organizing and staffing the Company, acquiring and developing its technology, raising capital, building its intellectual property portfolio, undertaking preclinical studies and clinical trials, preparing for the potential commercialization of KarXT, and providing general and administrative support for these activities. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability, and the need to obtain adequate additional financing to fund the development of its product candidates.

On July 2, 2020, the Company filed an automatically effective registration statement on Form S-3 (the “Registration Statement”) with the SEC which registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Company simultaneously entered into an equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to provide for the issuance and sale by the Company of up to $150.0 million of common stock from time to time in “at-the-market” offerings under the Registration Statement and related prospectus filed with the Registration Statement (the “ATM Program”). On June 21, 2023, the Company and Goldman Sachs & Co. LLC mutually terminated the Equity Distribution Agreement between the parties dated July 2, 2020 (the “Distribution Agreement”) in connection with the upcoming expiration of the Company's automatic shelf Registration Statement on Form S-3 (File No. 333-239657) filed with the Securities and Exchange Commission on July 2, 2020 (the “Existing Form S-3”). As of December 31, 2023, no sales had been made pursuant to the ATM Program.

On March 4, 2021, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 2,395,834 shares of common stock, including full exercise of the underwriters’ over-allotment option to purchase an additional 312,500 shares of common stock, at a public offering price of $120 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the over-allotment exercise, were $270.0 million after deducting underwriting discounts and commissions of $17.3 million and offering expenses of $0.2 million.

On August 9, 2022, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 4,011,628 shares of common stock, including full exercise of the underwriters’ over-allotment option to purchase an additional 523,255 shares of common stock, at a public offering price of $215 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the over-allotment exercise, were $819.1 million after deducting underwriting discounts and commissions of $43.1 million and offering expenses of $0.3 million.

On March 21, 2023, the Company completed a follow-on public offering under the Registration Statement and a related prospectus supplement in which it issued and sold 2,851,299 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 371,908 shares of common stock, at a public offering price of $161.33 per share. The aggregate net proceeds to the Company from the offering, inclusive of proceeds from the option exercise, were $436.7 million after deducting underwriting discounts and commissions of $23.0 million and offering expenses of $0.3 million.

On June 21, 2023, the Company filed an automatically effective registration statement on Form S-3 (the "2023 Registration Statement"), with the SEC which registers the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Company simultaneously entered into an equity distribution agreement (the "2023 Distribution Agreement"), with Goldman Sachs & Co. LLC and Leerink Partners (f/k/a SVB Securities LLC), as sales agents, to provide for the issuance and sale by the Company of up to $400.0 million of common stock from time to time in “at-the-market” offerings under the 2023 Registration Statement and related prospectus (the "2023 ATM Program"). The Company may sell common stock pursuant to the 2023 Distribution Agreement from time to time in varying amounts, which may be limited, based upon factors including (among others) market conditions, investor demand, the trading price of our common stock, and determinations by us of our need for, and appropriate sources of, additional capital. As of December 31, 2023, no sales had been made pursuant to the 2023 ATM Program.

The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company experienced negative operating cash flows of $385.8 million for the year ended December 31, 2023 and had an accumulated deficit of $997.9 million as of December 31, 2023. The Company expects to continue to generate negative operating cash flows for the foreseeable future.

The Company expects that its cash, cash equivalents and available-for-sale investments of $1,260.8 million as of December 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these consolidated financial statements.

Proposed Transaction with Bristol-Myers Squibb Company

On December 22, 2023, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with Bristol-Myers Squibb Company ("Bristol Myers Squibb"), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol Myers Squibb ("Merger Sub"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in such merger (the "Merger") as a wholly owned subsidiary of Bristol Myers Squibb.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger ("Effective Time"), and as a result of the Merger, each share of the Company's common stock that is issued and outstanding immediately prior to the Effective Time (other than (i) shares of our common Stock owned by Bristol Myers Squibb, Merger Sub or any other wholly owned subsidiary of Bristol Myers Squibb, immediately prior to the Effective Time and shares of the Company's common stock owned by the Company immediately prior the Effective Time, including shares of the Company's common stock held in treasury by the Company, and in each case not held on behalf of third parties, and (ii) shares of the Company's common stock for which appraisal rights have been properly exercised in accordance with Section 262 of the Delaware General Corporation Law and perfected and not withdrawn) will be converted into the right to receive $330 in cash, without interest, and less any applicable withholding taxes (the “Merger Consideration”).

Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of the Company's common stock (an “Option”), whether granted under a Company stock plan or otherwise, will, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and will only entitle the holder of such Option to receive (without interest), at or promptly after the Effective Time, a one-time lump sum payment in an amount in cash equal to (i) the total number of shares of common stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of the common stock under such Option, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Option which has a per share exercise price that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time for no consideration or payment and shall have no further force or effect.

Immediately prior to the Effective Time, each outstanding restricted stock unit (“Company RSU”), whether granted under a Company stock plan or otherwise, shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and shall only entitle the holder of such Company RSU to receive (without interest), at or promptly after the Effective Time, a one-time lump sum payment in an amount in cash equal to (i) the total number of shares of common stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment.

Consummation of the Merger is subject to certain customary conditions, including (i) the approval of the Merger by the holders of a majority of the outstanding shares of the Company's common stock, (ii) the absence of any law prohibiting or order preventing the consummation of the Merger, (iii) the receipt of certain regulatory approvals, to the extent required, including the expiration or early termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) compliance in all material respects on the part of each of the Company, Bristol Myers Squibb and Merger Sub with such party’s covenants under the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), and upon no “Material Adverse Effect” (as defined in the Merger Agreement) having occurred with respect to the Company since the signing of the Merger Agreement.

Subject to the satisfaction of such closing conditions, the Company anticipates the Merger and the other transactions contemplated by the Merger Agreement to close in the first half of 2024. Following completion of the Merger, the Company's common stock will no longer be publicly listed.

The Company and Bristol Myers Squibb have certain customary termination rights pursuant to the Merger Agreement, including the Company's right to terminate the Merger Agreement to accept a “Superior Proposal” (as defined in the Merger Agreement) subject to compliance with certain procedures specified in the Merger Agreement. If the Merger Agreement is terminated under certain specified circumstances set forth in the Merger Agreement, the Company will be required to pay Bristol Myers Squibb a termination fee of $490 million. If the Merger Agreement is terminated under other specified circumstances set forth in the Merger Agreement, Bristol Myers Squibb will be required to pay the Company a termination fee of $600 million.

Karuna Therapeutics, Inc. 10-K