What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-05-11 · 82 added, 62 removed, 356 unchanged (29% of the section changed)

18 unchanged sentences

Accrued other expenses

Operating lease liability, current portion

Total current liabilities

Operating lease long-term liability

Operating lease liability, net of current portion

Other long term liabilities

3 unchanged sentences

Preferred stock, $ .0001 par value per share;

200,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively;

no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

200,000,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively;

no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Common stock, $ .0001 par value per share;

1,000,000,000 shares authorized, 49,556,306 shares and 49,500,308 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

1,000,000,000 shares authorized, 49,780,365 shares and 49,500,308 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

7 unchanged sentences

(In thousands, except share and per share data)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Operating expenses

37 unchanged sentences

Balance as of March 31, 2021

Exercise of stock options

Stock-based compensation

Other comprehensive income

Balance as of June 30, 2021

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

4 unchanged sentences

Paid-In Capital

(Loss) Income

Balance as of December 31, 2021

1 unchanged sentence

Stock-based compensation

Other comprehensive income

Other comprehensive loss

Balance as of March 31, 2022

Exercise of stock options

Purchase of common stock under employee stock purchase plan

Stock-based compensation

Other comprehensive loss

Balance as of June 30, 2022

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

2 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities

20 unchanged sentences

Exercise of stock options

Payment of deferred offering costs

Proceeds from Employee Stock Purchase Plan

Net cash provided by financing activities

4 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease liability, net of tenant improvement receivable

Deferred offering costs included in accrued expenses

Property and equipment purchases included in accounts payable

Receivable for option exercises

Unpaid initial public offering costs included in accounts payable

Unpaid initial public offering costs included in accrued expenses

Conversion of convertible preferred stock upon closing of initial public offering

18 unchanged sentences

As a result, research and development expenses and general and administrative expenses may vary significantly if there is an increased impact from COVID-19 on the costs and timing associated with the conduct of the clinical trial and other related business activities.

The Company is carefully monitoring the pandemic and the potential length and depth of the resulting economic impact on its financial condition and results of operations.

The Board of Directors of the Company discusses with management macro-economic and geopolitical developments, including COVID-19, the Russia/-Ukraine conflict and inflation and the impact on the Company’s personnel, cybersecurity and sanctions so that the Company can be prepared to react to new developments as they arise.

The Board and the management of the Company are carefully monitoring these developments and the resulting economic impact on its financial condition and results of operations.

Liquidity and Capital Resources

The Company has an accumulated deficit of $ 91.6 million and cash, cash equivalents and marketable securities of $ 265.8 million as of March 31, 2022.

The Company has an accumulated deficit of $ 107.7 million and cash, cash equivalents and marketable securities of $ 248.4 million as of June 30, 2022.

The Company’s ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles.

On April 1, 2022, the Company filed:

(i) a shelf registration statement on Form S-3 with the U.S.

Securities and Exchange Commission (SEC) that became effective on May 5, 2022 and allows us to undertake various equity and debt offerings up to $400,000,000;

and (ii) a prospectus supplement to the shelf registration statement that covers the offering, issuance and sale of up to $125 million of our common stock from time to time through an “at-the-market” program under the Securities Act of 1933, as amended (Securities Act).

The Company filed:

(i) on April 1, 2022, a shelf registration statement on Form S-3 with the U.S.

Securities and Exchange Commission (SEC) that became effective on May 5, 2022 and allows us to

undertake various equity and debt offerings up to $ 400,000,000 ;

and (ii) on May 5, 2022 a prospectus supplement to the shelf registration statement that covers the offering, issuance and sale of up to $ 125 million of our common stock from time to time through an “at-the-market” program under the Securities Act of 1933, as amended (Securities Act).

The Company’s ability to secure capital is dependent upon success in developing its technology and product candidates.

4 unchanged sentences

The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company believes that the $ 265.8 million of cash, cash equivalents and marketable securities on hand as of March 31, 2022 will be sufficient to fund its operations in the normal course of business and meet its liquidity needs through at least the next 12 months from the issuance of these financial statements.

The Company believes that the $ 248.4 million of cash, cash equivalents and marketable securities on hand as of June 30, 2022 will be sufficient to fund its operations in the normal course of business and meet its liquidity needs through at least the next 12 months from the issuance of these financial statements.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

The condensed balance sheet as of December 31, 2021, is derived from the Company’s audited financial statements.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period.

The accompanying interim unaudited condensed financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K that was filed with the SEC on February 24, 2022.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of our financial position as of March 31, 2022, the results of operations for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021 have been made.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of our financial position as of June 30, 2022, the results of operations for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021 have been made.

Segment Information

7 unchanged sentences

The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash equivalents as of March 31, 2022 and December 31, 2021 primarily consist of money market accounts and cash.

Cash equivalents as of June 30, 2022 and December 31, 2021 primarily consist of money market accounts and cash.

Concentrations of Credit Risk

9 unchanged sentences

Should the equity issuance be abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statement of operations.

Deferred offering costs as of March 31, 2022 and December 31, 2021 were $ 0.2 million and $ 0 , respectively.

Deferred offering costs as of June 30, 2022 and December 31, 2021 were $ 0.3 million and $ 0 , respectively.

Such costs are classified in other non-current assets in the accompanying balance sheets.

2 unchanged sentences

Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the related asset, which is generally three to five years , and in the case of leasehold improvements, the shorter of the estimated useful lives of the assets or the term of the lease.

Depreciation expense was $ 83,000 and $ 79,000 for the three months ended March 31, 2022 and 2021, respectively.

Depreciation expense was $ 97,000 and $ 180,000 for the three and six months ended June 30, 2022, respectively and $ 51,000 and $ 130,000 for the three and six months ended June 30, 2021, respectively.

The Company accounts for its leases under Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842).

16 unchanged sentences

If impairment is recognized, the carrying value of the impaired asset is reduced to its fair value.

There were no impairment charges or long-lived assets disposed of during the three months ended March 31, 2022 and 2021, respectively.

There were no impairment charges or long-lived assets disposed of during the three and six months ended June 30, 2022 and 2021, respectively.

Deferred income taxes are provided on temporary differences between financial statement and income tax reporting.

2 unchanged sentences

Deferred tax assets are reduced by a valuation allowance if such deferred tax assets are deemed more likely than not that some or all of the deferred tax assets will not be realized.

Historically, the Company has not recognized these potential benefits in its financial statements and has fully reserved for such net deferred tax assets, as its believes it is more likely than not that the full benefit of these net deferred tax assets will not be realized before expiration.

Deferred tax liabilities are recognized for temporary differences that will be taxable in future years.

The Company evaluated its tax positions and determined it has no uncertain tax positions as of March 31, 2022.

The Company evaluated its tax positions and determined it has no uncertain tax positions as of June 30, 2022.

Fair Value of Financial Instruments

13 unchanged sentences

Unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income and reported as a separate component of stockholders’ equity until realized.

Interest income, realized gains and losses, and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income, net.

Interest income, realized gains and losses, and declines in value judged to be other than temporary, if any, on available-

for-sale securities are included in other income, net.

The cost of securities sold is based on the specific-identification method.

1 unchanged sentence

In accordance with the Company’s investment policy, management invests in money market funds, corporate bonds, commercial paper, asset-backed securities and government securities.

Company has not experienced any realized losses on its deposits of cash, cash equivalents, and marketable securities since inception.

The Company has not experienced any realized losses on its deposits of cash, cash equivalents, and marketable securities since inception.

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

As of March 31, 2022

As of June 30, 2022

Cash equivalents:

23 unchanged sentences

With regard to commercial paper, all of the securities had high credit ratings and one year or less to maturity; therefore, fair value was derived from accretion of purchase price to face value over the term of maturity or quoted market prices for similar instruments if available.

During the three months ended March 31, 2022, there were no transfers of financial assets between Level 1 and Level 2.

As of March 31, 2022, the remaining contractual maturities of $ 186.4 million of marketable securities were less than one year and $ 46.9 million were one to three years .

During the three and six months ended June 30, 2022, there were no transfers of financial assets between Level 1 and Level 2.

As of June 30, 2022, the remaining contractual maturities of $ 207.6 million of marketable securities were less than one year and $ 24.8 million were one to two years .

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses on

marketable securities at March 31, 2022 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

Unrealized losses on marketable securities at June 30, 2022 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

Comprehensive Loss

18 unchanged sentences

The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts.

In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period.

In accruing service fees, the

Company estimates the time period over which services will be performed and the level of effort to be expended in each period.

If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual or the amount of prepaid expenses accordingly.

13 unchanged sentences

The Company is authorized to issue two classes of stock designated as common stock and preferred stock.

As of March 31, 2022 the total number of shares authorized was 1,200,000,000 .

As of June 30, 2022 the total number of shares authorized was 1,200,000,000 .

The total number of shares of common stock authorized was 1,000,000,000 .

3 unchanged sentences

The holder of each share of common stock is entitled to one vote.

The Company had no convertible preferred stock outstanding as of March 31, 2022.

The Company had no convertible preferred stock outstanding as of June 30, 2022.

Immediately prior to the completion of the IPO in March 2021, all outstanding shares of the Company’s convertible preferred stock were automatically converted into 35,557,569 shares of common stock.

On April 1, 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC, as the Company’s sales agent pursuant to which the Company may offer and sell from time to time through the Agents up to $ 125 million in shares (the “Shares”) of the Company’s common stock through an “at-the-market” program.

The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No.

333-264083) which was declared effective on May 5, 2022.

The Company filed a prospectus supplement dated May 5, 2022 with the SEC in connection with the offer and sale of the Shares.

As of June 30, 2022, the Company has not sold any shares under this arrangement.

NOTE 4 STOCK-BASED COMPENSATION AWARDS

10 unchanged sentences

In February 2022, the number of shares of common stock authorized for issuance under the 2021 Plan was increased from 5,040,000 to 7,515,015 .

As of March 31, 2022, 5,491,108 shares remained available for future grant under the 2021 Plan.

As of June 30, 2022, 5,055,018 shares remained available for future grant under the 2021 Plan.

Founder Stock Options

1 unchanged sentence

This grant is separate from the Company’s equity incentive plans discussed above.

As of March 31, 2022, 1,531,780 options were outstanding and exercisable.

There were no options exercised during the three months ended March 31, 2022.

As of June 30, 2022, 1,531,780 options were outstanding and exercisable.

There were no options exercised during the three and six months ended June 30, 2022.

Total stock-based compensation expense related to all equity awards granted was allocated as follows (in thousands):

Three months ended

Three months ended June 30,

Six months ended June 30,

Research and development

1 unchanged sentence

Total stock-based compensation expense

Grant of stock options

During the six months ended June 30, 2022, the Company issued 335,248 stock options with a fair value of $ 2.1 million that vest over a weighted average period of 2.5 years.

Restricted Stock Units

During the six months ended June 30, 2022, the Company issued 268,031 restricted stock units with a fair value of $ 2.1 million that vest over a period of 3 years .

NOTE 5 COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

Under the license agreement, the Company is obligated to make payments to OSIF aggregating up to $ 1.3 million per product covered by the OSIF licensed patent rights upon the achievement of specified development and regulatory approval milestones and approximately $ 2.3 million per product covered by the OSIF licensed patent rights upon the achievement of specified sales milestones.

The Company is also obligated to pay low single-digit royalties to OSIF based on net sales by the Company and its affiliates and sublicensees of each product covered by the OSIF licensed

patent rights.

The Company is also obligated to pay low single-digit royalties to OSIF based on net sales by the Company and its affiliates and sublicensees of each product covered by the OSIF licensed patent rights.

In addition, in the event the Company sublicenses the OSIF licensed patent rights, the Company is obligated to pay OSIF a specified portion of income received from sublicensing.

As of June 30, 2022, the Company has paid $ 0.5 million to OSIF under the license agreement.

Lease Agreements

9 unchanged sentences

The option to extend the New Boulder Lease was not recognized as part of the Company’s lease liability and ROU lease asset, as such extensions are not reasonably certain to occur.

As of March 31, 2022, the weighted-average remaining lease term and the weighted-average discount rate for the New Boulder Lease was 8.0 years and 6 %, respectively.

Rent expense under the New Boulder Lease was $ 67 thousand for the three months ended March 31, 2022.

Tenant improvements totaling $ 326 thousand were incurred during the period and are expected to be reimbursed by the lessor.

As of June 30, 2022, the weighted-average remaining lease term and the weighted-average discount rate for the New Boulder Lease was 7.8 years and 6 %, respectively.

Rent expense under the New Boulder Lease was $ 101,000 and $ 168,000 for the three and six months ended June 30, 2022, respectively and $ 0 for the three and six months ended June 30, 2021.

Tenant improvements totaling $ 822,000 incurred during the six months ended June 30, 2022 are expected to be reimbursed by the lessor during the year ended December 31, 2022.

As of December 31, 2021, future minimum lease payments totaled $ 141,000 , all of which will be paid in 2022.

Future minimum lease payments under the New Boulder Lease as of March 31, 2022 are as follows (in thousands):

Future minimum lease payments under the New Boulder Lease as of June 30, 2022 are as follows (in thousands):

Year Ending December 31,

2 unchanged sentences

tenant improvement receivable

Total long-term operating lease liability

The Company additionally leases office and lab space under lease agreements which expire in August 2022.

Total lease liability

The Company additionally leases office and lab space under lease agreements which were extended in July 2022, to expire in August 2023.

These leases were excluded from our lease liability and ROU asset calculations due to their short-term nature.

Future minimum lease payments under these short-term leases as of March 31, 2022 total $ 87,000 , all of which will be paid through the end of fiscal year 2022.

Total rent expense under these short term leases were $ 54,000 and $ 22,000 for the three months ended March 31, 2022 and 2021, respectively.

Future minimum lease payments under these short-term leases as of June 30, 2022 total $ 33,000 , all of which will be paid through the end of fiscal year 2022.

Total rent expense under these short term leases were $ 54,000 and $ 108,000 for the three and six months ended June 30, 2022, respectively and $ 22,000 and $ 44,000 for the three and six months ended June 30, 2021.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business.

The Company was not subject to any material legal proceedings during the three months ended March 31, 2022 and no material legal proceedings are currently pending or threatened.

The Company was not subject to any material legal proceedings during the three and six months ended June 30, 2022 and no material legal proceedings are currently pending or threatened.

Indemnification Agreements

3 unchanged sentences

To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of March 31, 2022.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2022.

NOTE 6 NET LOSS PER SHARE

3 unchanged sentences

Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security.

The Company’s participating securities do not have a contractual obligation to share in the Company’s losses.

The Company’s

participating securities do not have a contractual obligation to share in the Company’s losses.

As such, the net loss was attributed entirely to common stockholders.

1 unchanged sentence

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three months ended June 30,

Six months ended June 30,

Weighted-average shares outstanding used in computing net loss per share, basic and diluted

1 unchanged sentence

The following weighted average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive:

Three Months Ended March 31,

Three months ended June 30,

Six months ended June 30,

Options to purchase common stock

Unvested restricted stock units

Convertible preferred stock

1 unchanged sentence

Accrued other expenses consisted of the following amounts (in thousands):

As of March 31,

As of June 30,

As of December 31,

2 unchanged sentences

Total accrued other expenses

NOTE 8 SUBSEQUENT EVENT

On April 1, 2022, the Company entered into a Sales Agreement with Cowen and Company, LLC, as the Company’s sales agent pursuant to which the Company may offer and sell from time to time through the Agents up to $125 million in shares (the “Shares”) of the Company’s common stock through an “at-the-market” program.

The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No.

333-264083) which was declared effective on May 5, 2022.

The Company filed a prospectus supplement dated May 5, 2022 with the SEC in connection with the offer and sale of the Shares.

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