Item 1. Financial Statements
Item 1. Financial Statements
EDGEWISE THERAPEUTICS, INC.
Condensed Balance Sheets
(In thousands, except share and per share data)
As of
As of
September 30,
December 31,
2022
2021
Assets
(Unaudited)
Current assets
Cash and cash equivalents
$
109,747
$
15,566
Marketable securities, available for sale
255,075
265,223
Prepaid expenses and other assets
5,317
2,984
Total current assets
370,139
283,773
Property and equipment, net
5,428
912
Operating lease right-of-use asset
1,322
—
Other non-current assets
264
548
Total assets
$
377,153
$
285,233
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$
5,757
$
3,843
Accrued compensation
2,704
2,797
Accrued other expenses
4,626
3,881
Short-term debt
7
—
Operating lease liability, current portion
209
—
Total current liabilities
13,303
10,521
Long-term debt, net
59
—
Operating lease liability, net of current portion
2,387
—
Other long term liabilities
—
329
Total liabilities
15,749
10,850
Commitments and contingencies (see note 5)
Stockholders' equity:
Preferred stock, $ .0001 par value per share; 200,000,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
—
—
Common stock, $ .0001 par value per share; 1,000,000,000 shares authorized, 63,208,828 shares and 49,500,308 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
6
5
Additional paid-in capital
488,762
351,852
Accumulated other comprehensive loss
( 2,179 )
( 514 )
Accumulated deficit
( 125,185 )
( 76,960 )
Total stockholders' equity
361,404
274,383
Total liabilities and stockholders' equity
$
377,153
$
285,233
The accompanying notes are an integral part of these condensed financial statements.
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EDGEWISE THERAPEUTICS, INC.
Condensed Statements of Operations and Comprehensive Loss
(In thousands, except share and per share data)
(Unaudited)
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
Operating expenses
Research and development
$
13,894
$
9,880
$
37,420
$
23,101
General and administrative
4,368
3,196
12,159
7,292
Total operating expenses
18,262
13,076
49,579
30,393
Loss from operations
( 18,262 )
( 13,076 )
( 49,579 )
( 30,393 )
Other income
Interest income
764
127
1,354
276
Total other income
764
127
1,354
276
Net loss
( 17,498 )
( 12,949 )
( 48,225 )
( 30,117 )
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities
157
9
( 1,665 )
( 24 )
Total comprehensive loss
$
( 17,341 )
$
( 12,940 )
$
( 49,890 )
$
( 30,141 )
Net loss per share, basic and diluted
$
( 0.34 )
$
( 0.26 )
$
( 0.96 )
$
( 0.90 )
Weighted-average shares outstanding, basic and diluted
51,844,904
49,264,938
50,345,841
33,535,829
The accompanying notes are an integral part of these condensed financial statements.
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EDGEWISE THERAPEUTICS, INC.
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity
(In thousands, except share data)
(Unaudited)
Series A Convertible
Series B-1 Convertible
Series B-2 Convertible
Series C Convertible
Convertible
Accumulated
Preferred Stock
Preferred Stock
Preferred Stock
Preferred Stock
Preferred Stock
Common Stock
Additional
Other Comprehensive
Accumulated
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Total
Shares
Amount
Paid-In Capital
(Loss) Income
Deficit
Total
Balance as of December 31, 2020
8,187,100
$
15,484
7,888,392
$
24,778
6,527,654
$
25,056
12,954,423
$
94,896
$
160,214
1,009,479
$
—
$
727
$
—
$
( 34,147 )
$
( 33,420 )
Convertible preferred stock converted into shares of common stock
( 8,187,100 )
( 15,484 )
( 7,888,392 )
( 24,778 )
( 6,527,654 )
( 25,056 )
( 12,954,423 )
( 94,896 )
( 160,214 )
35,557,569
4
160,210
—
—
160,214
Initial public offering of common stock, net of offering costs
—
—
—
—
—
—
—
—
—
12,650,000
1
186,147
—
—
186,148
Exercise of stock options
—
—
—
—
—
—
—
—
—
37,263
—
25
—
—
25
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
296
—
—
296
Other comprehensive loss
—
—
—
—
—
—
—
—
—
—
—
—
( 54 )
—
( 54 )
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
( 6,815 )
( 6,815 )
Balance as of March 31, 2021
—
$
—
—
$
—
—
$
—
—
$
—
$
—
49,254,311
$
5
$
347,405
$
( 54 )
$
( 40,962 )
$
306,394
Exercise of stock options
—
—
—
—
—
—
—
—
—
7,684
—
5
—
—
5
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
687
—
—
687
Other comprehensive income
—
—
—
—
—
—
—
—
—
—
—
—
21
—
21
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
( 10,353 )
( 10,353 )
Balance as of June 30, 2021
—
$
—
—
$
—
—
$
—
—
$
—
$
—
49,261,995
$
5
$
348,097
$
( 33 )
$
( 51,315 )
$
296,754
Exercise of stock options
—
—
—
—
—
—
—
—
—
33,845
—
37
—
—
37
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
1,548
—
—
1,548
Other comprehensive income
—
—
—
—
—
—
—
—
—
—
—
—
9
—
9
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
( 12,949 )
( 12,949 )
Balance as of September 30, 2021
—
$
—
—
$
—
—
$
—
—
$
—
$
—
49,295,840
$
5
$
349,682
$
( 24 )
$
( 64,264 )
$
285,399
The accompanying notes are an integral part of these condensed financial statements.
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EDGEWISE THERAPEUTICS, INC.
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity
(In thousands, except share data)
(Unaudited)
Accumulated
Other
Common Stock
Additional
Comprehensive
Accumulated
Shares
Amount
Paid-In Capital
(Loss) Income
Deficit
Total
Balance as of December 31, 2021
49,500,308
$
5
$
351,852
$
( 514 )
$
( 76,960 )
$
274,383
Exercise of stock options
55,998
—
73
—
—
73
Stock-based compensation
—
—
1,978
—
—
1,978
Other comprehensive loss
—
—
—
( 1,418 )
—
( 1,418 )
Net loss
—
—
—
—
( 14,660 )
( 14,660 )
Balance as of March 31, 2022
49,556,306
$
5
$
353,903
$
( 1,932 )
$
( 91,620 )
$
260,356
Exercise of stock options
197,284
—
255
—
—
255
Purchase of common stock under employee stock purchase plan
26,775
—
178
—
—
178
Stock-based compensation
—
—
2,037
—
—
2,037
Other comprehensive loss
—
—
—
( 404 )
—
( 404 )
Net loss
—
—
—
—
( 16,067 )
( 16,067 )
Balance as of June 30, 2022
49,780,365
$
5
$
356,373
$
( 2,336 )
$
( 107,687 )
$
246,355
Issuance of common stock, net of offering costs
13,372,093
1
129,164
—
—
129,165
Exercise of stock options
56,370
—
52
—
—
52
Stock-based compensation
—
—
3,173
—
—
3,173
Other comprehensive income
—
—
—
157
—
157
Net loss
—
—
—
—
( 17,498 )
( 17,498 )
Balance as of September 30, 2022
63,208,828
$
6
$
488,762
$
( 2,179 )
$
( 125,185 )
$
361,404
The accompanying notes are an integral part of these condensed financial statements.
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EDGEWISE THERAPEUTICS, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine months ended September 30,
2022
2021
Cash flows from operating activities
Net loss
$
( 48,225 )
$
( 30,117 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
280
194
Stock-based compensation
7,188
2,531
Amortization (accretion) of premium (discount) on marketable securities, net
1,212
—
Amortization of right-of-use asset
166
—
Changes in assets and liabilities:
Prepaid expenses and other assets
( 1,731 )
( 1,951 )
Accounts payable
( 529 )
1,103
Accrued compensation
( 93 )
855
Accrued other expenses
( 191 )
3,297
Lease liability
1,108
—
Net cash used in operating activities
( 40,815 )
( 24,088 )
Cash flows from investing activities
Purchases of marketable securities
( 145,697 )
( 273,159 )
Sales of marketable securities
26,045
—
Maturities of marketable securities
126,924
17,400
Purchases of property and equipment
( 2,253 )
( 589 )
Net cash provided by (used in) investing activities
5,019
( 256,348 )
Cash flows from financing activities
Proceeds from issuance of common stock, net of underwriting discounts and commissions
129,720
—
Debt proceeds
35
—
Proceeds from initial public offering of common stock, net of underwriting discounts and commissions and offering costs
—
186,148
Payment of preferred stock issuance costs
—
( 124 )
Exercise of stock options
380
67
Payment of offering costs and deferred offering costs
( 336 )
—
Proceeds from Employee Stock Purchase Plan
178
—
Net cash provided by financing activities
129,977
186,091
Net change in cash and cash equivalents
94,181
( 94,345 )
Cash and cash equivalents at beginning of period
15,566
104,916
Cash and cash equivalents at end of period
$
109,747
$
10,571
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use asset obtained in exchange for new operating lease liability, net of tenant improvement receivable
$
1,488
$
—
Property and equipment purchases included in accounts payable and accrued other expenses
$
2,580
$
—
Offering costs and deferred offering costs included in accounts payable and accrued other expenses
$
470
$
—
Property and equipment purchases included in debt
$
32
$
—
Conversion of convertible preferred stock upon closing of initial public offering
$
—
$
160,214
The accompanying notes are an integral part of these condensed financial statements.
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EDGEWISE THERAPEUTICS, INC.
Notes to Condensed Financial Statements
(Unaudited)
NOTE 1 DESCRIPTION OF BUSINESS
Organization and Description of Business
Edgewise Therapeutics, Inc. (the Company) was incorporated as a Delaware corporation in May 2017, and it is headquartered in Boulder, Colorado. The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of innovative treatments for severe, rare muscle disorders for which there is significant unmet medical need. The Company’s lead product candidate, EDG-5506, is an orally administered small molecule designed to address the root cause of dystrophinopathies including Duchenne muscular dystrophy (DMD) and Becker muscular dystrophy (BMD). The Company is using its proprietary drug discovery platform to develop a pipeline of precision medicine product candidates that target key muscle proteins and modulators to address a broad array of genetically defined muscle disorders.
Initial Public Offering
On March 30, 2021, the Company completed its initial public offering (IPO) in which it issued and sold 12,650,000 shares of common stock at a price of $ 16.00 per share, including 1,650,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO was $ 186.1 million after deducting underwriting discounts and commissions of $ 14.2 million and offering expenses of approximately $ 2.1 million. In addition, in connection with the IPO, all shares of convertible preferred stock outstanding at the time of the IPO converted into 35,557,569 shares of common stock.
Risks and Uncertainties
In March 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) outbreak a pandemic. The Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on its financial condition and operations. Disruptions caused by the COVID-19 pandemic, including the effects of the stay-at-home orders and work-from-home policies, have impacted productivity, have resulted in increased operational expenses, certain adjustments to the operations of the Company’s clinical trial, the suspension of enrollment of new patients at the Company’s clinical trial site, and delays in certain supply chain activities and collecting and analyzing data from patients in the Company’s clinical trial, and may further disrupt the business and delay the development programs and regulatory timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability to conduct business in the ordinary course as well as the spread, severity and potential resurgence of COVID-19, the impact of new COVID-19 variants, and vaccination deployment efforts. 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 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 $ 125.2 million and cash, cash equivalents and marketable securities of $ 364.8 million as of September 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. 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”
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program under the Securities Act of 1933, as amended (Securities Act). As of September 30, 2022, the Company has not sold any shares under the “at the market” program.
On September 16, 2022, the Company closed an underwritten public offering of 13,372,093 shares of common stock at a public offering price of $ 10.32 per share (collectively with the underwriters’ option, the “September 2022 Offering”). The underwriters exercised in full their option to purchase 1,744,186 additional shares of common stock. The aggregate gross proceeds from the September 2022 Offering were $ 138.0 million, and the net proceeds were $ 129.2 million after deducting underwriting discounts and commissions of $ 8.3 million and offering expenses of $ 0.5 million.
The Company’s ability to secure capital is dependent upon success in developing its technology and product candidates. The Company cannot provide assurance that additional capital will be available on acceptable terms, if at all. The issuance of additional equity or debt securities will likely result in substantial dilution to the Company’s stockholders. Should additional capital not be available to the Company in the near term, or not be available on acceptable terms, the Company may be unable to realize value from the Company’s assets or discharge liabilities in the normal course of business, which may, among other alternatives, cause the Company to delay, substantially reduce, or discontinue operational activities to conserve cash balances, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. 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 $ 364.8 million of cash, cash equivalents and marketable securities on hand as of September 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
Basis of Presentation
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and applicable rules and regulations of the SEC for interim reporting. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The interim condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal, recurring adjustments that are necessary to present fairly the Company’s results for the interim periods presented. 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 and nine months ended September 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 September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021 have been made.
Segment Information
The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. All equipment and other fixed assets are physically located within the United States.
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Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents as of September 30, 2022 and December 31, 2021 primarily consist of money market accounts and cash.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on deposits since inception. The Company regularly invests excess cash with major financial institutions in money market funds, corporate debt securities, and commercial paper, all of which can be readily purchased and sold using established markets. The Company believes that the market risk arising from our holdings of these financial instruments is mitigated based on the fact that many of these securities are of high credit rating.
Deferred Offering Costs
The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. 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 September 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.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and amortization. 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.
Leases
The Company accounts for its leases under Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (ROU) assets and current and non-current lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its material leases on a quarterly basis.
Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment.
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For all asset classes of its leases, the Company has elected to account for the lease and non-lease components together for existing classes of underlying asset. Costs determined to be variable and not based on an index or rate are not include in the measurement of the lease liability.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable. Impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use of the related asset compared to its carrying value. 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 and nine months ended September 30, 2022 and 2021, respectively.
Income Taxes
Deferred income taxes are provided on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases.
Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. 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. 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 September 30, 2022.
Fair Value of Financial Instruments
The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are those that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of financial instruments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below:
Level 1—quoted prices in active markets for identical assets and liabilities.
Level 2—other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.).
Level 3—significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities).
Marketable Securities, Available For Sale
All marketable securities have been classified as “available-for-sale” and are carried at fair value, based upon quoted market prices. The Company considers its available-for-sale portfolio as available for use in current operations. Accordingly, the Company may classify certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. Unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income (loss) 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. The cost of securities sold is based on the specific-identification method. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. In accordance with the Company’s investment policy, management invests in money market funds, corporate bonds, commercial paper, asset-backed securities and
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government securities. 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 September 30, 2022
Fair Value
Amortized
Unrealized
Unrealized
Fair Market
Hierarchy
Cost Basis
Gains
Losses
Value
Cash equivalents:
Money market funds
Level 1
$
109,647
$
—
$
—
$
109,647
Marketable securities, available for sale:
Asset-backed securities
Level 2
12,778
—
( 65 )
12,713
Corporate debt securities
Level 2
66,233
—
( 898 )
65,335
Commercial paper
Level 2
79,191
—
—
79,191
U.S. government treasury and agency securities
Level 2
54,228
—
( 933 )
53,295
Supranational and sovereign government securities
Level 2
44,824
10
( 293 )
44,541
Total financial assets
$
366,901
$
10
$
( 2,189 )
$
364,722
As of December 31, 2021
Fair Value
Amortized
Unrealized
Unrealized
Fair Market
Hierarchy
Cost Basis
Gains
Losses
Value
Cash equivalents:
Money market funds
Level 1
$
15,466
$
—
$
—
$
15,466
Marketable securities, available for sale:
Asset-backed securities
Level 2
36,681
—
( 42 )
36,639
Corporate debt securities
Level 2
88,084
—
( 160 )
87,924
Commercial paper
Level 2
58,970
—
—
58,970
U.S. government treasury and agency securities
Level 2
59,596
—
( 222 )
59,374
Supranational and sovereign government securities
Level 2
22,406
—
( 90 )
22,316
Total financial assets
$
281,203
$
—
$
( 514 )
$
280,689
The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. Investments in asset-backed securities, corporate debt securities, commercial paper and U.S. government treasury and agency securities, and supranational and sovereign government securities have been classified as Level 2 as they are valued using quoted prices in less active markets or other directly or indirectly observable inputs. Fair values of asset-backed securities, corporate debt securities, commercial paper, U.S. government treasury and agency securities, and supranational and sovereign government securities were derived based on input of market prices from multiple sources at each reporting period. 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 and nine months ended September 30, 2022, there were no transfers of financial assets between Level 1 and Level 2. As of September 30, 2022, the remaining contractual maturities of $ 242.5 million of marketable securities were less than one year and $ 14.8 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
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reports, and the severity of impairment. Unrealized losses on marketable securities at September 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
Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. The Company’s only element of other comprehensive loss was net unrealized gain (loss) on marketable securities.
Stock-Based Compensation
In accordance with ASC Topic 718, Compensation—Stock Compensation, the Company recognizes compensation expense for all stock-based awards issued to employees based on the estimated grant-date fair value, which is recognized as expense on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The fair value of stock options is determined using the Black-Scholes option-pricing model. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions including expected volatility, expected term, risk-free interest rate and expected dividends in addition to the Company’s common stock valuation (see Note 4).
Due to the absence of an active market for the Company’s common stock prior to the closing of the Company’s IPO, the Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company considered the fair value of the common stock as of the grant date. The fair value of the common stock had previously been determined based upon a variety of factors, including the Company’s financial position, historical performance and operating results, the Company’s stage of development, the progress of the Company’s research and development programs, the prices at which the Company sold its convertible preferred stock, the superior rights, preferences and privileges of the Company’s convertible preferred stock relative to its common stock, external market conditions affecting the biotechnology industry, the lack of marketability of the Company’s common stock and the prospects of a liquidity event and the analysis of IPO and market performance of similar companies as well as recently completed mergers and acquisitions of peer companies. Following the completion of the Company’s IPO, the fair value of its common stock is determined based on the closing price of its common stock on the date of grant.
Research and Development Expenses and Accrued Research and Development Expenses
Expenditures made for research and development are charged to expense as incurred. External costs consist primarily of payments to contract research organizations (CROs), contract development and manufacturing organizations (CDMOs), sample acquisition costs and laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, and process development and clinical development activities. Internal costs consist primarily of employee-related costs, facilities, depreciation and costs related to compliance with regulatory requirements. Non-refundable advance payments for goods and services that will be used in future research and development activities are capitalized and recorded as expense in the period that the Company receives the goods or when services are performed.
The Company records expenses related to external research and development services based on its estimates of the services received and efforts expended pursuant to quotes and contracts with multiple CROs and CDMOs that supply, conduct and manage preclinical studies and clinical trials on its behalf. 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. 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.
Emerging Growth Company Status
The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can take advantage of an extended transition period for
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complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which requires the lessee to recognize a ROU asset and a lease liability for operating leases, initially measured at the present value of lease payments, in its consolidated balance sheet. The Company adopted ASU 2016-02 effective January 1, 2022, using the alternative modified transition method, which applies ASU 2016-02 as of the adoption date and therefore, the Company has not applied the standard to the comparative periods presented in the Company's financial statements. The Company elected the “package of practical expedients,” which permits the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the hindsight practical expedient to determine the lease term, the practical expedient to not separate lease and non-lease components and the policy election to not recognize ROU assets or lease liabilities for short-term leases. The adoption of ASC 842 did not have a material effect on our balance sheet as of January 1, 2022 due to the terms related to our existing leases.
NOTE 3 CONVERTIBLE PREFERRED STOCK AND COMMON STOCK
The Company is authorized to issue two classes of stock designated as common stock and preferred stock. As of September 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 . The total number of shares of preferred stock authorized was 200,000,000 . All shares of the Company’s capital stock have a par value of $ 0.0001 per share.
Common stockholders are entitled to dividends if and when declared by the Board of Directors of the Company and after any convertible preferred share dividends are fully paid. The holder of each share of common stock is entitled to one vote.
The Company had no convertible preferred stock outstanding as of September 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.
NOTE 4 STOCK-BASED COMPENSATION AWARDS
Equity Incentive Plans
In March 2021, the Company’s Board of Directors adopted, and its stockholders approved, the Company’s 2021 Equity Incentive Plan (2021 Plan), which became effective in March 2021 in connection with the IPO. Upon adoption of the 2021 Plan, the Company restricted the grant of future equity awards under its 2017 Equity Incentive Plan, as amended and restated (the 2017 Plan).
The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to its employees, directors, and consultants and its subsidiary corporations’ employees and consultants. The vesting of stock options is stated in each individual grant agreement, which is generally four years . Options granted expire 10 years after the date of grant. A total of 5,040,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan. The 2021 Plan share reserve will be increased by the number of shares under the 2017 Plan that are repurchased, forfeited, expired or cancelled after the effective date of the 2021 Plan up to the limit under the 2021 Plan. The number of shares available for issuance under the 2021 Plan increases annually on the first day of each fiscal year beginning with the Company’s 2022 fiscal year, equal to the least of (1) 5,040,000 shares, (2) five percent ( 5 %) of the outstanding shares of its common stock as of the last day of the immediately preceding fiscal year; or (c) such other amount as the Company’s Board of Directors may determine. In
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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 September 30, 2022, 2,401,377 shares remained available for future grant under the 2021 Plan.
Founder Stock Options
On September 19, 2017, the Company granted one of its founders the option to purchase 1,795,880 shares of the Company’s common stock at an exercise price of $ 0.18 per share which vest monthly over a four-year period that expires 15 years after the date of grant. This grant is separate from the Company’s equity incentive plans discussed above. As of September 30, 2022, 1,531,780 options were outstanding and exercisable. There were no options exercised during the three and nine months ended September 30, 2022.
Total stock-based compensation expense related to all equity awards granted was allocated as follows (in thousands):
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
Research and development
$
1,743
$
1,055
$
4,152
$
1,670
General and administrative
1,430
493
3,036
861
Total stock-based compensation expense
$
3,173
$
1,548
$
7,188
$
2,531
Grant of stock options
During the nine months ended September 30, 2022, the Company issued 2,947,698 stock options with a fair value of $ 21.9 million that vest over a weighted average period of 3.8 years.
Restricted Stock Units
During the nine months ended September 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
License Agreements
On November 20, 2020 the Company exclusively licensed intellectual property from The Ohio State Innovation Foundation (OSIF) pursuant to a license agreement. 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. 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 September 30, 2022, the Company has paid $ 0.5 million to OSIF under the license agreement.
Lease Agreements
In January 2022, we entered into a lease agreement for approximately 18,614 square feet of office and laboratory space in Boulder, Colorado (the “New Boulder Lease”) with aggregate payments of approximately $ 3.3 million over the initial 8.2 -year term of the lease. The Company has the option to extend the New Boulder Lease for two additional terms of five years each. Further, the Company provided a standby letter of credit (LOC) of $ 0.8 million during the term of the lease as collateral for the Company’s obligations under the lease. Provided there has been no event of default by the Company during the initial 36-month term, the Company will replace the initial LOC with a replacement LOC in the amount of $ 0.5 million. The lease agreement includes a tenant improvement allowance for $ 1.0 million of construction costs to be reimbursed by the lessor and up to an additional $ 2.0 million (the “Finish Allowance”) of tenant improvement reimbursements as debt (see Note 8). The Company is obligated to pay the lessor an amount not to exceed 5 % of the net rents from the property for operating costs. Such amounts are not included in the measurement of the lease liability and are recognized as variable lease expense when they are incurred. Variable lease expense under the New
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Boulder Lease was $ 17,000 for the three and nine months ended September 30, 2022 and $ 0 for the three and nine months ended September 30, 2021. The New Boulder Lease is classified as an operating lease.
In September 2022, we exercised an option in the New Boulder Lease to occupy an additional 9,624 square feet of office and laboratory space (the “Expansion Space”). The lessor will deliver the Expansion Space on the earlier of January 1, 2023 or within three business days after the existing tenant vacates and surrenders legal possession. On the delivery date, the Company will receive an improvement allowance in the same amount per square foot provided for the original premises, pro-rated for the reduced term of the lease with respect to the Expansion Space. Base rent under the New Boulder Lease will be increased on a pro rata basis (at the same per square foot rental rate) based on the additional square footage of the Expansion Space. The option exercised for the Expansion Space was not recognized as part of the Company’s lease liability and ROU lease asset, as the Company does not yet have control over the Expansion Space.
The Company recorded a lease liability and ROU lease asset for the New Boulder Lease based on the present value of lease payments over the expected lease term, discounted using the Company’s incremental borrowing rate. 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 September 30, 2022, the weighted-average remaining lease term and the weighted-average discount rate for the New Boulder Lease was 7.5 years and 6 %, respectively. Rent expense under the New Boulder Lease was $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2022, respectively and $ 0 for the three and nine months ended September 30, 2021. Tenant improvements totaling $ 1.0 million were incurred by the Company and reimbursed by the lessor during the nine months ended September 30, 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 September 30, 2022 are as follows (in thousands):
Year Ending December 31,
2022, remainder
$
—
2023
328
2024
446
2025
457
2026
468
Thereafter
1,602
Total undiscounted future minimum lease payments
3,301
Less: discount
705
Total lease liability
$
2,596
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 September 30, 2022 total $ 38,000 , all of which will be paid through the end of fiscal year 2022. Total rent expense under these short term leases were $ 72,000 and $ 180,000 for the three and nine months ended September 30, 2022, respectively and $ 22,000 and $ 66,000 for the three and nine months ended September 30, 2021.
Litigation
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 nine months ended September 30, 2022 and no material legal proceedings are currently pending or threatened.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising of breach of such agreements or from intellectual property infringement claims made by third parties. In addition,
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the Company has entered into indemnification agreements with members of its Board of Directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. 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 September 30, 2022.
NOTE 6 NET LOSS PER SHARE
Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock and common stock options are considered to be potentially dilutive securities. 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. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.
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 September 30,
Nine months ended September 30,
2022
2021
2022
2021
Numerator
Net loss
$
( 17,498 )
$
( 12,949 )
$
( 48,225 )
$
( 30,117 )
Denominator
Weighted-average shares outstanding used in computing net loss per share, basic and diluted
51,844,904
49,264,938
50,345,841
33,535,829
Net loss per share, basic and diluted
$
( 0.34 )
$
( 0.26 )
$
( 0.96 )
$
( 0.90 )
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 September 30,
Nine months ended September 30,
2022
2021
2022
2021
Options to purchase common stock
10,552,535
8,517,684
9,548,973
7,844,677
Unvested restricted stock units
268,031
—
149,233
—
Convertible preferred stock
—
—
—
11,592,033
Total
10,820,566
8,517,684
9,698,206
19,436,710
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NOTE 7 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following amounts (in thousands):
As of September 30,
As of December 31,
2022
2021
Laboratory equipment
$
1,861
$
1,339
Computers and software
281
275
Construction in process
4,263
—
Property and equipment - at cost
6,405
1,614
Less: accumulated depreciation
( 977 )
( 702 )
Property and equipment - net
$
5,428
$
912
Depreciation expense was $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2022, respectively and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2021, respectively.
NOTE 8 DEBT
Pursuant to the Finish Allowance associated with the New Boulder Lease, the Company may request up to $ 2.0 million of tenant improvement reimbursements from the lessor. Reimbursements received by the Company are repaid to the lessor monthly at 6 % interest during the initial term of the lease, maturing in March 2030. During the nine months ended September 30, 2022, $ 0.1 million in reimbursements were received by the Company under the Finish Allowance.
Future minimum principal payments under the Finish Allowance as of September 30, 2022 are as follows (in thousands):
Year Ending December 31,
2022, remainder
$
2
2023
7
2024
8
2025
8
2026
9
Thereafter
32
Total future minimum principal payments
$
66
NOTE 9 ACCRUED OTHER EXPENSES
Accrued other expenses consisted of the following amounts (in thousands):
As of September 30,
As of December 31,
2022
2021
Accrued research and development costs
$
3,533
$
3,470
Accrued other
1,093
411
Total accrued other expenses
$
4,626
$
3,881
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.