What changed in this filing

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Item 1. Financial Statements

2020-10-29 compared with 2020-07-30 · 69 added, 38 removed, 401 unchanged (21% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Change in Stockholders’ Equity

Condensed Consolidtaed Statements of Cash Flows

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

13 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

17 unchanged sentences

$ 0.0001 par value;

10,000,000 shares authorized at June 30, 2020 and December 31, 2019;

0 shares issued and outstanding at June 30, 2020 and December 31, 2019

10,000,000 shares authorized at September 30, 2020 and December 31, 2019;

0 shares issued and outstanding at September 30, 2020 and December 31, 2019

Common stock:

$ 0.0001 par value;

290,000,000 shares authorized at June 30, 2020 and December 31, 2019;

28,034,733 and 27,953,233 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

290,000,000 shares authorized at September 30, 2020 and December 31, 2019;

28,059,900 and 27,953,233 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses:

7 unchanged sentences

Other comprehensive loss:

Unrealized gain on marketable securities

Unrealized gain (loss) on marketable securities

Comprehensive loss

3 unchanged sentences

(in thousands, except share data)

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Comprehensive

8 unchanged sentences

Balance at June 30, 2020

Six Months Ended June 30, 2019

Common stock issued on exercise of stock options

Vesting of restricted stock for early exercise of stock options

Stock-based compensation expense

Unrealized loss on marketable securities

Balance at September 30, 2020

Nine Months Ended September 30, 2019

Comprehensive

11 unchanged sentences

Balance at June 30, 2019

Common stock issued on exercise of stock options

Vesting of restricted stock for early exercise of stock options

Stock-based compensation expense

Unrealized loss on marketable securities

Balance at September 30, 2019

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

29 unchanged sentences

The Company’s operations are located in Burlingame, California.

The Company has two insignificant subsidiaries.

The Company has three insignificant subsidiaries.

Initial Public Offering

17 unchanged sentences

In addition, its operating plan may change as a result of many factors, including those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 9, 2020.

The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $ 240.7 million as of June 30, 2020.

The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $ 250.5 million as of September 30, 2020.

The Company has historically financed its operations primarily through the sale of redeemable convertible preferred stock and common stock.

Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all.

the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all.

Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

As of June 30, 2020, the Company had cash, cash equivalents and short-term marketable securities of $ 59.3 million.

As of September 30, 2020, the Company had cash, cash equivalents and short-term marketable securities of $ 51.4 million.

Management believes that the Company’s current cash, cash equivalents and short-term marketable securities will be sufficient to fund its planned operations for at least 12 months from the date of the issuance of these financial statements.

1 unchanged sentence

The extent to which COVID-19 impacts the Company’s business, including its clinical trials and financial condition, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the pandemic, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

As COVID-19 continues to spread around the globe, we will likely experience disruptions, including delays or difficulties in enrolling patients in our clinical trials, delays or difficulties in clinical site initiation, interruption of key clinical trial activities, delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials and delays in necessary interactions with local reguloatry authorities.

COVID-19 may also impact the Company’s ability to raise additional capital on a timely basis or at all, which could negatively impact short-term and long-term liquidity.

6 unchanged sentences

The Company determined that the fair value of the Exchange Warrants is substantially similar to the fair value of the retired shares on the issuance date due to the negligible exercise price for the Exchange Warrants.

As of June 30, 2020, none of the Exchange Warrants have been exercised.

As of September 30, 2020, none of the Exchange Warrants have been exercised.

Summary of Significant Accounting Policies

5 unchanged sentences

Since its inception, the Company has incurred significant losses and negative cash flows from operations.

As of June 30, 2020, the Company had an accumulated deficit of $ 240.7 million and cash, cash equivalents and marketable securities of $ 59.3 million.

As of September 30, 2020, the Company had an accumulated deficit of $ 250.5 million and cash, cash equivalents and marketable securities of $ 51.4 million.

The Company has financed its operations primarily with the proceeds from the sale of stock.

4 unchanged sentences

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

The condensed consolidated results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period.

The condensed consolidated results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period.

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2020.

18 unchanged sentences

The Company’s significant accounting policies are described in Note 2 to its consolidated financial statements for the year ended December 31, 2019, included in its Annual Report on Form 10-K.

There have been no material changes to the Company’s significant accounting policies during the three months ended June 30, 2020.

There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2020.

Recent Accounting Pronouncements

16 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net loss - basic and diluted

3 unchanged sentences

Net loss per share, basic and diluted

Weighted average common shares outstanding for the three and six months ended June 30, 2020 include 1,458,000 shares of common stock issuable on the conversion of pre-funded warrants described in Note 1.

Weighted average common shares outstanding for the three and nine months ended September 30, 2020 include 1,458,000 shares of common stock issuable on the conversion of pre-funded warrants described in Note 1.

The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect:

Three Months Ended

Six Months Ended

Common stock subject to repurchase

Nine Months Ended

September 30,

Outstanding options

13 unchanged sentences

These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs.

The following tables present information as of June 30, 2020 and December 31, 2019 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):

June 30, 2020

The following tables present information as of September 30, 2020 and December 31, 2019 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):

September 30, 2020

Fair Value Measured Using

5 unchanged sentences

Marketable securities

As of June 30, 2020, marketable securities had a maximum remaining maturity of twelve months .

As of June 30, 2020 and December 31, 2019, the fair value of available for sale marketable securities by type of security were as follows (in thousands):

June 30, 2020

As of September 30, 2020, marketable securities had a maximum remaining maturity of eleven months .

As of September 30, 2020 and December 31, 2019, the fair value of available for sale marketable securities by type of security were as follows (in thousands):

September 30, 2020

Treasury securities

65 unchanged sentences

Balance Sheet Components (in thousands)

September 30,

Prepaid and Other Current Assets

12 unchanged sentences

Personnel related

As of June 30, 2020, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

As of September 30, 2020, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

Each share of common stock is entitled to one vote.

Common stockholders are entitled to dividends if and when declared by the board of directors.

As of June 30, 2020, no dividends on common stock had been declared.

As of September 30, 2020, no dividends on common stock had been declared.

In March 2020, the Company entered into an open market sale agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 50,000,000 , through an at-the-market equity offering program under which Jefferies will act as its sales agent.

1 unchanged sentence

Jefferies is entitled to compensation for its services equal to up to 3.0 % of the gross proceeds of any shares of common stock sold through Jefferies under the Sales Agreement.

As of June 30, 2020, the Company had received no proceeds from the sale of shares of common stock pursuant to the Sales Agreement.

As of September 30, 2020, the Company had received no proceeds from the sale of shares of common stock pursuant to the Sales Agreement.

The Company has reserved shares of common stock for issuance as follows:

September 30,

Exchange warrants

21 unchanged sentences

Options forfeited

Balance at June 30, 2020

Balance at September 30, 2020

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

General and administrative

During the three and six months ended June 30, 2020 and 2019, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items.

During the three and nine months ended September 30, 2020 and 2019, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items.

The Company continues to maintain a full valuation allowance against its net deferred tax assets.

9 unchanged sentences

Therefore, the non-lease components were not included in the right-of-use asset and liability and are reflected as an expense in the period incurred.

As of June 30, 2020 and December 31, 2019, the right-of-use asset under operating lease was $ 2.0 million and $ 2.3 million, respectively.

The elements of lease expense for the three and six months ended June 30, 2020 and 2019 were as follows (in thousands):

As of September 30, 2020 and December 31, 2019, the right-of-use asset under operating lease was $ 1.8 million and $ 2.3 million, respectively.

The elements of lease expense for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

Statements of operations and

September 30,

comprehensive loss location

11 unchanged sentences

Discount rate

As of June 30, 2020, minimum rental commitments under this lease were as follows (in thousands):

As of September 30, 2020, minimum rental commitments under this lease were as follows (in thousands):

Year Ended December 31 (in thousands)

24 unchanged sentences

The Company is not a party to any material legal proceedings.

Subsequent Events

In October 2020, the Company announced the formation and launch of Angel Pharmaceuticals Co., Ltd.

(“Angel Pharmaceuticals”), a new China based biopharmaceutical.

The Company formed Angel Pharmaceuticals as a wholly-owned subsidiary and it launched with a post-money valuation of approximately $ 106.0 million, based on an approximate $ 41.0 million cash investment from a Chinese investor group that includes funds associated with Tigermed and Betta Pharmaceuticals, Hisun Pharmaceuticals and Zhejiang Puissance Capital, $ 6.6 million of such investments are subject to the satisfaction of certain customary conditions.

Such cash is not available for Corvus’ use.

Contemporaneously with the financing, Angel Pharmaceuticals obtained the rights to develop and commercialize the Company’s three clinical-stage candidates – ciforadenant, CPI-006 and CPI-818 – in greater China and obtained global rights to the Company’s BTK inhibitor preclinical programs.

Under the collaboration, the Company will initially retain a 49.7 % equity stake in Angel Pharmaceuticals and will be entitled to designate three individuals on Angel’s five -person Board of Directors.

The Company is currently in the process of finalizing the related accounting treatment of this transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements