Item 1. Financial Statements
Item 1. Financial Statements
NURIX THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
May 31,
2022
November 30,
2021
Assets
Current assets:
Cash and cash equivalents
$
41,533
$
80,506
Short-term investments
255,746
215,214
Accounts receivable
—
6,000
Income tax receivable
—
204
Prepaid expenses and other current assets
9,510
9,194
Total current assets
306,789
311,118
Long-term investments
51,538
137,189
Operating lease right-of-use assets
15,418
14,005
Property and equipment, net
15,507
11,340
Restricted cash
901
286
Other assets
4,157
2,833
Total assets
$
394,310
$
476,771
Liabilities and stockholdersʼ equity
Current liabilities:
Accounts payable
$
6,142
$
6,650
Accrued expenses and other current liabilities
19,734
14,549
Operating lease liabilities, current
5,470
3,847
Deferred revenue, current
41,319
41,212
Total current liabilities
72,665
66,258
Operating lease liabilities, net of current portion
9,043
9,189
Deferred revenue, net of current portion
45,863
59,022
Total liabilities
127,571
134,469
Commitments and contingencies (Note 6)
Stockholdersʼ equity:
Preferred stock, $ 0.001 par value— 10,000,000 shares
authorized as of May 31, 2022 and November 30, 2021;
no shares issued and outstanding
as of May 31, 2022 and November 30, 2021
—
—
Common stock, $ 0.001 par value— 500,000,000 shares authorized
as of May 31, 2022 and November 30, 2021;
45,040,068 and 44,664,371 shares issued and outstanding
as of May 31, 2022 and November 30, 2021, respectively
45
45
Additional paid-in capital
578,605
563,757
Accumulated other comprehensive loss
( 3,085
)
( 608
)
Accumulated deficit
( 308,826
)
( 220,892
)
Total stockholdersʼ equity
266,739
342,302
Total liabilities and stockholdersʼ equity
$
394,310
$
476,771
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
NURIX THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended
Six Months Ended
May 31,
May 31,
2022
2021
2022
2021
Collaboration revenue
$
11,432
$
7,091
$
21,053
$
12,102
Operating expenses:
Research and development
47,493
25,994
90,630
48,997
General and administrative
9,654
7,511
18,882
14,041
Total operating expenses
57,147
33,505
109,512
63,038
Loss from operations
( 45,715
)
( 26,414
)
( 88,459
)
( 50,936
)
Interest and other income, net
314
171
525
489
Loss before income taxes
( 45,401
)
( 26,243
)
( 87,934
)
( 50,447
)
Provision for income taxes
—
139
—
210
Net loss
$
( 45,401
)
$
( 26,382
)
$
( 87,934
)
$
( 50,657
)
Net loss per share, basic and diluted
$
( 1.01
)
$
( 0.60
)
$
( 1.96
)
$
( 1.23
)
Weighted-average number of shares outstanding, basic and diluted
44,898,409
43,804,066
44,797,235
41,318,281
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
NURIX THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
Three Months Ended
Six Months Ended
May 31,
May 31,
2022
2021
2022
2021
Net loss
$
( 45,401
)
$
( 26,382
)
$
( 87,934
)
$
( 50,657
)
Other comprehensive loss, net of tax:
Unrealized loss on available-for-sale investments
( 1,019
)
( 19
)
( 2,477
)
( 57
)
Total comprehensive loss
$
( 46,420
)
$
( 26,401
)
$
( 90,411
)
$
( 50,714
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
NURIX THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
Common stock
Additional
paid-in
Accumulated
other
comprehensive
Accumulated
Total
stockholders’
Shares
Amount
capital
income (loss)
deficit
equity
Balance as of November 30, 2020
38,864,872
$
39
$
393,841
$
87
$
( 103,698
)
$
290,269
Exercise of stock options
190,825
—
394
—
—
394
Repurchase of unvested early exercised stock options
( 971
)
—
—
—
—
—
Vesting of early-exercised stock options
—
—
40
—
—
40
Issuance under employee stock purchase plan
64,589
—
1,043
—
—
1,043
Stock-based compensation
—
—
2,700
—
—
2,700
Unrealized loss on available-for-sale investments
—
—
—
( 38
)
—
( 38
)
Net loss
—
—
—
—
( 24,275
)
( 24,275
)
Balance as of February 28, 2021
39,119,315
39
398,018
49
( 127,973
)
270,133
Issuance of common stock in connection with equity
offering, net of offering costs of $ 643
5,175,000
5
150,152
—
—
150,157
Exercise of stock options
109,232
—
241
—
—
241
Vesting of early-exercised stock options
—
—
104
—
—
104
Stock-based compensation
—
—
3,944
—
—
3,944
Unrealized loss on available-for-sale investments
—
—
—
( 19
)
—
( 19
)
Net loss
—
—
—
—
( 26,382
)
( 26,382
)
Balance as of May 31, 2021
44,403,547
$
44
$
552,459
$
30
$
( 154,355
)
$
398,178
Common stock
Additional
paid-in
Accumulated
other
comprehensive
Accumulated
Total
stockholders’
Shares
Amount
capital
income (loss)
deficit
equity
Balance as of November 30, 2021
44,664,371
$
45
$
563,757
$
( 608
)
$
( 220,892
)
$
342,302
Exercise of stock options
117,870
—
424
—
—
424
Vesting of early-exercised stock options
—
—
47
—
—
47
Issuance under employee stock purchase plan
71,207
—
1,064
—
—
1,064
Stock-based compensation
—
—
6,071
—
—
6,071
Unrealized loss on available-for-sale investments
—
—
—
( 1,458
)
—
( 1,458
)
Net loss
—
—
—
—
( 42,533
)
( 42,533
)
Balance as of February 28, 2022
44,853,448
45
571,363
( 2,066
)
( 263,425
)
305,917
Exercise of stock options
173,155
—
432
—
—
432
Vesting of restricted stock units
13,465
—
—
—
—
—
Vesting of early-exercised stock options
—
—
35
—
—
35
Stock-based compensation
—
—
6,775
—
—
6,775
Unrealized loss on available-for-sale investments
—
—
—
( 1,019
)
—
( 1,019
)
Net loss
—
—
—
—
( 45,401
)
( 45,401
)
Balance as of May 31, 2022
45,040,068
$
45
$
578,605
$
( 3,085
)
$
( 308,826
)
$
266,739
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
NURIX THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended May 31,
2022
2021
Cash flows from operating activities
Net loss
$
( 87,934
)
$
( 50,657
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
2,273
1,288
Stock-based compensation
12,846
6,644
Net amortization (accretion) of premium (discount) on investments
993
566
Loss on disposal of property and equipment
9
—
Amortization of operating lease right-of-use assets
2,612
1,576
Other
201
—
Changes in operating assets and liabilities:
Accounts receivable
6,000
( 2,537
)
Income tax receivable
—
704
Prepaid expenses and other assets
( 1,515
)
( 837
)
Accounts payable
1,747
2,119
Deferred revenue
( 13,052
)
19,899
Operating lease liabilities
( 2,548
)
( 1,555
)
Accrued expenses and other liabilities
2,824
( 692
)
Net cash used in operating activities
( 75,544
)
( 23,482
)
Cash flows from investing activities
Purchases of investments
( 80,031
)
( 183,238
)
Sales of investments
—
6,994
Maturities of investments
121,558
119,681
Purchases of property and equipment
( 6,261
)
( 2,934
)
Net cash (used in) provided by investing activities
35,266
( 59,497
)
Cash flows from financing activities
Proceeds from issuance of common stock, net of underwriting discounts and commissions and offering costs
—
150,157
Proceeds from exercise of stock options
856
631
Proceeds from issuance under employee stock purchase plan
1,064
1,043
Repurchase of unvested early exercised stock options
—
( 1
)
Net cash provided by financing activities
1,920
151,830
Net (decrease) increase in cash, cash equivalents and restricted cash
( 38,358
)
68,851
Cash, cash equivalents and restricted cash at beginning of period
80,792
119,526
Cash, cash equivalents and restricted cash at end of period
$
42,434
$
188,377
Supplemental disclosures of non-cash investing and financing activities:
Additions to property and equipment included in accounts payable and accrued expenses and other liabilities
$
2,693
$
607
Vesting of early exercised stock options
$
82
$
144
As of May 31,
2022
2021
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
$
41,533
$
188,207
Restricted cash
901
170
Total cash, cash equivalents and restricted cash
$
42,434
$
188,377
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NURIX THERAPEUTICS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Description of Business
Nurix Therapeutics, Inc. (the Company) was incorporated in the state of Delaware on August 27, 2009 and is headquartered in San Francisco, California. The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of small molecule and cell therapies based on the modulation of cellular protein levels as a novel treatment approach for cancer and other challenging diseases. Leveraging the Company’s expertise in E3 ligases together with its proprietary DNA-encoded libraries, the Company has built DELigase, an integrated discovery platform to identify and advance novel drug candidates targeting E3 ligases, a broad class of enzymes that can modulate proteins within the cell. Targeted Protein Modulation, our drug discovery approach, either harnesses or inhibits the natural function of E3 ligases within the ubiquitin-proteasome system to selectively decrease or increase cellular protein levels to treat disease.
Initial Public Offering
On July 23, 2020, the Company’s registration statement on Form S-1 (File No. 333-239651) relating to its initial public offering (IPO) of common stock became effective. The IPO closed on July 28, 2020 at which time the Company issued 11,000,000 shares of its common stock at a price to the public of $ 19.00 per share. In addition, the underwriters exercised their option to purchase an additional 1,550,000 shares of the Company’s common stock on July 31, 2020, and this transaction closed on August 4, 2020. Net proceeds from the IPO were $ 218.1 million, after deducting underwriting discounts and commissions of $ 16.7 million and expenses of $ 3.6 million.
Follow-on Offering
In March 2021, the Company completed a follow-on offering and issued 5,175,000 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 675,000 shares of common stock) at a price to the public of $ 31.00 per share for net proceeds of $ 150.2 million, after deducting underwriting discounts and commissions of $ 9.6 million and expenses of $ 0.6 million.
Equity Distribution Agreement
In August 2021, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). This shelf registration statement, which includes a base prospectus, allows the Company at any time to offer and sell registered common stock, preferred stock, debt securities, warrants, subscriptions rights and or units or any combination of securities described in the prospectus in one or more offerings. In addition, in August 2021, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co. (Piper Sandler) pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of the common stock registered under the shelf registration statement pursuant to one or more “at the market” offerings.
The Company is no t required to sell any shares at any time during the term of the Equity Distribution Agreement. The Company agreed to pay Piper Sandler a commission of 3 % of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement. As of May 31, 2022, the Company had not sold any shares of common stock pursuant to the Equity Distribution Agreement and $150.0 million in shares remained available under the Equity Distribution Agreement. In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement for net proceeds of approximately $ 19.3 million, after deducting offering commissions and expenses paid by the Company (the June 2022 ATM Offering). As of the closing of the June 2022 ATM Offering, the Company had $ 130.0 million of common stock remaining available for sale under the Equity Distribution Agreement.
Liquidity and Management Plans
Since inception, the Company has generally incurred significant losses and negative net cash flows from operations. As of May 31, 2022, the Company had an accumulated deficit of $ 308.8 million and will require substantial additional capital for research and development activities. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its drug candidates currently in development. As of May 31, 2022, the Company had cash, cash equivalents and investments of $ 348.8 million.
6
Management believes that its cash, cash equivalents and investments are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed consolidated financial statements. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development and payments the Company may receive under its collaboration agreements with Sanofi S.A. (Sanofi) and Gilead Sciences, Inc. (Gilead) or future collaboration agreements, if any. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company if at all. If additional capital is not available, failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. The Company’s condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of and for the three and six months ended May 31, 2022. The condensed consolidated balance sheet as of November 30, 2021 was derived from the audited annual financial statements as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. These interim financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited annual financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited annual financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended November 30, 2021, as filed with the SEC. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. Certain prior year amounts have been reclassified for consistency with the current year cash flow presentation. The reclassification did not impact total cashflow from operating, investing or financing activities.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, including DeCART Therapeutics Inc. All intercompany balances and transactions have been eliminated in consolidation.
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 disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the useful lives of long-lived assets, the measurement of stock-based compensation, accruals for research and development activities, income taxes and revenue recognition. The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances. Actual results could materially differ from those estimates. Refer to Note 3 for more information regarding the estimates related to revenue recognition.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and investments. The Company’s investments consist of debt securities issued by highly rated corporate entities, the U.S. federal government or state and local governments. The Company’s exposure to any individual corporate entity is limited by policy. Deposits may, at times, exceed federally insured limits. The Company invests its cash equivalents in highly rated money market funds. During the periods presented, the Company has not experienced any losses on its deposits of cash, cash equivalents or investments.
Other Risks and Uncertainties
The Company is subject to a number of risks similar to other clinical stage biopharmaceutical companies, including, but not limited to, changes in any of the following areas that the Company believes could have a material adverse effect on its future financial position or results of operations: risks related to the successful discovery and development of its drug candidates, ability to raise additional capital, development of new technological innovations by its competitors and delay or inability to obtain drug substance and finished drug product from the Company’s third-party contract manufacturers necessary for the Company’s drug candidates, including due to the impact of the current coronavirus (COVID-19) pandemic, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights and regulatory clearance and market acceptance for any of the Company’s products candidates for which the Company receives marketing approval.
7
Moreover, the current COVID-19 pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The extent to which the COVID-19 pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s financial statements is highly uncertain and subject to change. Management considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there was not a material impact to the Company’s condensed consolidated financial statements as of and for the three and six months ended May 31, 2022; however, actual results could differ from those estimates and there may be changes to management’s estimates in future periods.
The Company relies on single source manufacturers and suppliers for the supply of its drug candidates. Disruption from these manufacturers or suppliers would have a negative impact on the Company’s business, financial position and results of operations.
Leases
The Company determines if an arrangement contains a lease at inception. Lease right-of-use (ROU) assets, current lease liabilities and long-term lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate, the ROU asset and the lease liability are reevaluated upon a lease modification. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, in an amount equal to the lease payments in a similar economic environment. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company does not have any finance leases.
The Company elected to apply each of the practical expedients described in Topic 842 which allow companies (i) not to reassess prior conclusions on whether any expired or existing contracts are or contain a lease, lease classification, and initial direct costs, (ii) combine lease and non-lease components for all underlying assets groups, and (iii) not recognize ROU assets or lease liabilities for short-term leases. A short-term lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
Revenue Recognition
The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To recognize revenue from a contract with a customer, the Company performs the following five steps:
(i)
identify the contract(s) with a customer;
(ii)
identify the performance obligations in the contract;
(iii)
determine the transaction price;
(iv)
allocate the transaction price to the performance obligations in the contract; and
(v)
recognize revenue when (or as) the Company satisfies a performance obligation.
At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied.
The Company enters into collaboration agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees. Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees. The Company assesses these promises within the context of the agreements to determine the performance obligations.
8
Research and collaboration licenses: If a license is determined to be distinct from the other promises identified in the arrangement, the Company recognizes revenue from upfront payments allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments. The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.
Milestone payments: At the inception of each arrangement that includes research, development, or regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. The Company uses the most likely amount method for research, development and regulatory milestone payments. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. If it is probable that a significant revenue reversal would not occur, the associated milestone amount is included in the transaction price.
Sales-based milestones and royalties: For arrangements that include sales-based milestone or royalty payments based on the level of sales, and in which the license is deemed to be the predominant item to which the sales-based milestone or royalties relate to, the Company recognizes revenue in the period in which the sales-based milestone is achieved and in the period in which the sales associated with the royalty occur. To date, the Company has not recognized any sales-based milestone or royalty revenue resulting from its collaboration arrangements.
Customer options: Customer options, such as options granted to allow a licensee to extend a license or research term, to select additional research targets or to choose to research, develop and commercialize licensed compounds are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer. If the customer options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires.
Deferred revenue, which is a contract liability, represents net amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the condensed consolidated balance sheet date based on the estimated performance period of the underlying performance obligation. The noncurrent portion of deferred revenue represents amounts to be recognized after one year through the end of the performance period of the performance obligation.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2019‑12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes (ASU 2019-12), which is intended to simplify accounting for income taxes and eliminate certain exceptions from Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also requires the amount of tax that is based on income to be accounted for under Topic 740 as an income-based tax, with any incremental amount accounted for as a non-income-based tax recognized entirely in the period incurred. The Company adopted ASU 2019-12 as of December 1, 2021 using the modified retrospective method, and recognized an immaterial non-income-based tax within operating expenses in the current period. The adoption had no other impact on the Company’s condensed consolidated financial statements.
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. On November 30, 2021, the Company adopted ASU 2016-02 using the alternative modified transition method effective as of December 1, 2020. As a result, the Company has retrospectively changed its previously issued condensed consolidated financial statements as of May 31, 2021 and for the three and six months ended May 31, 2021 as presented in its May 31, 2021 Quarterly Report on Form 10-Q to reflect the adoption of Topic 842 on December 1, 2020 . The condensed consolidated financial statements for the three and six months ended May 31, 2021 presented herein differ from the Company’s condensed consolidated financial statements included in its May 31, 2021 Quarterly Report on Form 10-Q, as those financial statements were prepared using the former accounting standard referred to as ASC Topic 840, Leases .
9
The following table summarizes the effect of the adoption of Topic 842 on the condensed consolidated balance sheet as of December 1, 202 0 (in thousands):
As Previously Reported
Impact of Topic 842 Adoption
As Adjusted
Assets
Operating lease right-of-use assets
—
13,343
13,343
Liabilities
Operating lease liabilities, current
—
3,342
3,342
Operating lease liabilities, net of current portion
—
10,903
10,903
Accrued and other current liabilities
8,328
( 52
)
8,276
Other long-term liabilities
850
( 850
)
—
The following table summarizes the effect of the adoption of Topic 842 on the condensed consolidated statement of cash flows for the six months ended May 31, 2021 (in thousands):
As Previously Reported
Impact of Topic 842 Adoption
As Adjusted
Cash flows from operating activities
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating lease right-of-use assets
—
1,576
1,576
Changes in operating assets and liabilities:
Operating lease liabilities
—
( 1,555
)
( 1,555
)
Accrued expenses and other liabilities
( 671
)
( 21
)
( 692
)
3. Collaboration Agreements
Gilead
In June 2019, the Company entered into a global strategic collaboration agreement with Gilead, which was amended in August 2019 (the Gilead Agreement), to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using the Company’s DELigase platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets. Under the Gilead Agreement, Gilead has the option to license drug candidates directed to up to five targets resulting from the collaboration and is responsible for the clinical development and commercialization of drug candidates resulting from the collaboration. The Company retains the option to co-develop and co-promote, under a profit share structure, up to two drug candidates in the United States under certain conditions and subject to certain limitations. The collaboration excludes the Company’s current internal protein degradation programs for which the Company retains all rights, and also excludes the Company’s future internal programs, provided that the Company has distinguished future programs as excluded from the scope of the collaboration.
Upon signing the Gilead Agreement, Gilead paid the Company an upfront payment of $ 45.0 million plus $ 3.0 million in additional fees. In addition, from the signing of the Gilead Agreement to May 31, 2022, the Company has received payments of $ 30.5 million for research milestones and additional payments. Additionally, the Company recognized a research milestone in May 2022 and anticipates a payment of $ 1.5 million in the third fiscal quarter of 2022. As of May 31, 2022, the Company is eligible to receive up to approximately $ 2.3 billion in total additional payments based on certain additional fees, payments and the successful completion of certain preclinical, clinical, development and sales milestones. In addition, the Company is eligible to receive tiered royalties from mid-single digit to low tens percentages on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the Company and Gilead share profits and losses evenly.
The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the transaction price at the inception of the Gilead Agreement consisted of the upfront payment of $ 45.0 million and $ 3.0 million in additional fees. Upon the achievement of research milestones and additional fees related to target reservations, $ 32.0 million in variable consideration was added to the transaction price, and a cumulative effect was recorded as revenue in the period the transaction price increased. The transaction price is recognized as collaboration revenue using the cost-based input method over the estimated contract term of five years .
10
For the three and six months ended May 31, 2022, the Company recognized collaboration revenue related to the Gilead Agreement of $ 6.1 million and $ 12.3 million, respectively, of which $ 5.3 million and $ 8.6 million, respectively, was included in deferred revenue as of November 30, 2021, and $ 0.6 million and $ 3.1 million, respectively, was related to activities satisfied in previous periods. For the three and six months ended May 31, 2021, the Company recognized collaboration revenue related to the Gilead Agreement of $ 3.7 million and $ 6.5 million, respectively, of which $ 2.9 million and $ 5.6 million, respectively, was included in deferred revenue as of November 30, 2020, and $ 0.6 million and $ 0.6 million, respectively, was related to activities satisfied in previous periods. As of May 31, 2022, deferred revenue related to the Gilead Agreement was $ 34.8 million, of which $ 17.0 million was current and includes $ 1.5 million in contract assets representing the unbilled amount related to the research milestone recognized in May 2022. As of November 30, 2021, deferred revenue related to the Gilead Agreement was $ 41.1 million, of which $ 19.9 million was current. Additionally, as of November 30, 2021, $ 6.0 million was recorded in accounts receivable representing the billed amount related to the research milestones recognized in November 2021.
Sanofi
In December 2019, the Company entered into a strategic collaboration with Genzyme Corporation, a subsidiary of Sanofi, which became effective in January 2020 (as subsequently expanded and amended, the Sanofi Agreement), to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with challenging diseases in multiple therapeutic areas using the Company’s DELigase platform to identify small molecules designed to induce degradation of three specified initial drug targets. In January 2021, as part of the existing collaboration agreement, Sanofi paid the Company $22.0 million to exercise its option to expand the number of targets in the collaboration agreement from three to a total of five targets. In January 2021, the Company and Sanofi entered into a first amendment to the collaboration agreement to modify the research term on all targets (the First Sanofi Amendment) . Over time and subject to certain limitations, Sanofi may elect to replace the drug targets with other reserved targets. In December 2021, the Company and Sanofi entered into a second amendment to the collaboration agreement to extend the substitution deadline on certain targets. Under the Sanofi Agreement, Sanofi has exclusive rights and is responsible for the clinical development, commercialization and manufacture of drug candidates resulting from the collaboration, while the Company retains the option to co-develop, co-promote and co-commercialize up to two targets, subject to certain conditions and limitations.
Upon signing the Sanofi Agreement, Sanofi paid the Company an upfront payment of $ 55.0 million. Subsequently, in January 2021, Sanofi paid the Company an additional $ 22.0 million to exercise its option to expand the number of targets beyond the initial targets included in the collaboration. In addition, from the signing of the Sanofi Agreement to May 31, 2022, the Company has received payments of $ 3.0 million for research milestones. As of May 31, 2022, the Company is eligible to receive up to approximately $ 2.5 billion in total additional payments based on certain additional fees, payments and the successful completion of certain research development, regulatory and sales milestones, as well as tiered royalties ranging from mid-single digit to low teen percentages on annual net sales of any commercial products that may result from the collaboration, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.
The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. At the inception of the Sanofi Agreement, the Company determined that the transaction price consisted of the upfront payment of $ 55.0 million for three initial drug targets and $ 22.0 million for two additional targets. Subsequently, upon the achievement of research milestones, $ 3.0 million in variable consideration was added to the transaction price, and a cumulative effect was recorded as revenue in the period the transaction price increased. Revenue is recognized over the research term of 4.25 years, the revised research period that was agreed to in January 2021 in the First Sanofi Amendment, using the cost-based input method.
For the three and six months ended May 31, 2022, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 5.3 million and $ 8.7 million, respectively, of which $ 5.3 million and $ 8.2 million, respectively, was included in deferred revenue as of November 30, 2021 and zero and $ 0.5 million, respectively, was related to activities satisfied in previous periods. For the three and six months ended May 31, 2021, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 3.3 million and $ 5.6 million, respectively, all of which was included in deferred revenue as of November 30, 2020. As of May 31, 2022 and November 30, 2021, deferred revenue related to the Sanofi Agreement was $ 52.4 million, of which $ 24.3 million was current, and $ 59.2 million, of which $ 21.3 million was current, respectively.
11
4. Condensed Consolidated Balance Sheet Components
Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
May 31,
November 30,
2022
2021
Laboratory equipment
$
23,374
$
18,321
Leasehold improvements
3,082
3,083
Computer equipment
774
538
Furniture and fixtures
437
437
Software
4,183
3,349
Software in progress
350
491
Total property and equipment, gross
32,200
26,219
Less: Accumulated depreciation and amortization
( 16,693
)
( 14,879
)
Total property and equipment, net
$
15,507
$
11,340
Depreciation and amortization expense was $ 1.3 million and $ 0.6 million for the three months ended May 31, 2022 and 2021, respectively, and $ 2.3 million and $ 1.3 million for the six months ended May 31, 2022 and 2021, respectively. All long-lived assets are maintained in the United States.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
May 31,
November 30,
2022
2021
Accrued compensation
$
7,856
$
8,854
Accrued contract research and lab supplies
7,765
4,158
Accrued professional services
1,847
803
Accrued taxes
26
75
Other
2,240
659
Total accrued expenses and other current liabilities
$
19,734
$
14,549
5. Fair Value Measurements
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:
Level 1—Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
Level 3—Inputs that are unobservable.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.
12
The following tables present the Company’s investments, which consist of cash equivalents and investments classified as available-for-sale investments, that are measured at fair value on a recurring basis as of May 31, 2022 and November 30, 2021 (in thousands):
May 31, 2022
Level
Amortized
cost
Unrealized
gain
Unrealized
loss
Estimated
fair value
Money market funds
Level 1
$
41,622
$
—
$
—
$
41,622
U.S. treasury securities
Level 1
81,901
—
( 539
)
81,362
Corporate debt securities
Level 2
70,858
—
( 734
)
70,124
U.S. government agency securities
Level 2
20,496
—
( 176
)
20,320
Corporate commercial paper
Level 2
58,260
—
—
58,260
Foreign government securities
Level 2
17,170
—
( 153
)
17,017
Municipal securities
Level 2
8,698
—
( 35
)
8,663
Long-term investments:
U.S. treasury securities
Level 1
9,986
—
( 225
)
9,761
Corporate debt securities
Level 2
27,112
—
( 729
)
26,383
U.S. government agency securities
Level 2
15,888
6
( 500
)
15,394
Total
$
351,991
$
6
$
( 3,091
)
$
348,906
Included in Cash and cash equivalents
$
41,622
$
—
$
—
$
41,622
Included in Short-term investments
$
257,383
$
—
$
( 1,637
)
$
255,746
Included in Long-term investments
$
52,986
$
6
$
( 1,454
)
$
51,538
November 30, 2021
Level
Amortized
cost
Unrealized
gain
Unrealized
loss
Estimated
fair value
Money market funds
Level 1
$
73,438
$
—
$
—
$
73,438
U.S. treasury securities
Level 1
20,608
—
( 9
)
20,599
Corporate debt securities
Level 2
46,599
1
( 54
)
46,546
U.S. government agency securities
Level 2
16,496
1
( 14
)
16,483
Corporate commercial paper
Level 2
121,495
—
—
121,495
Municipal securities
Level 2
10,082
9
—
10,091
Long-term investments:
U.S. treasury securities
Level 1
39,932
—
( 85
)
39,847
Corporate debt securities
Level 2
74,334
—
( 365
)
73,969
U.S. government agency securities
Level 2
16,236
—
( 67
)
16,169
Municipal securities
Level 2
7,229
—
( 25
)
7,204
Total
$
426,449
$
11
$
( 619
)
$
425,841
Included in Cash and cash equivalents
$
73,438
$
—
$
—
$
73,438
Included in Short-term investments
$
215,280
$
11
$
( 77
)
$
215,214
Included in Long-term investments
$
137,731
$
—
$
( 542
)
$
137,189
The accrued interest receivable related to the Company’s investments was $ 0.7 million and $ 0.9 million as of May 31, 2022 and November 30, 2021, respectively, and was included in prepaid expenses and other current assets on the condensed consolidated balance sheet.
The Company classifies its money market funds and U.S. treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.
The Company classifies its investments in corporate debt securities, U.S. government agency securities, corporate commercial paper, and municipal securities as Level 2 assets within the fair value hierarchy. The fair values of these investments are estimated by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs. There were no transfers of financial instruments between valuation levels during the three and six months ended May 31, 2022 and 2021.
13
As of May 31, 2022 and November 30, 2021, the unrealized losses for available-for-sale investments were non-credit related, and the Company does no t intend to sell the investments that were in an unrealized loss position, nor will it be required to sell those investments before recovery of their amortized cost basis, which may be maturity. As of May 31, 2022 and November 30, 2021, no allowance for credit losses for the Company’s investments was recorded. During the three and six months ended May 31, 2022 and 2021, the Company did no t recognize any impairment losses related to investments.
6. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may be involved in legal proceedings in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. Legal fees and other costs associated with such actions are expensed as incurred. As of May 31, 2022, the Company was not a party to any material legal proceedings.
Indemnifications
In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, suppliers and vendors, among others. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these condensed consolidated financial statements as management believes such liability is immaterial.
In addition, the Company has entered into indemnification agreements with directors and certain officers and employees 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, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s condensed consolidated financial statements. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not specified in the agreements. However, the Company currently has directors’ and officers’ insurance that reduces its exposure and may enable the Company to recover a portion of any future amounts paid.
Operating Leases
The Company leases office and laboratory facilities within the same building in San Francisco, California under several lease agreements. The term of these lease agreements expire on April 30, 2025 .
In July 2021, the Company entered into a lease agreement for the lease of approximately 19,320 square feet of office space in San Francisco, California, for a research and development laboratory and related uses. The lease commenced on December 1, 2021 and will expire on June 30, 2024 , unless terminated earlier.
In March 2022, the Company entered into a lease agreement for the lease of approximately 46,434 square feet of office space in The Woodlands, Texas, for a research and development laboratory and related uses. The lease is expected to commence on or about August 1, 2022 , and will expire on March 1, 2035 , unless terminated earlier. The minimum rent payable by the Company under the lease will be approximately $ 205,084 per month, beginning on March 1, 2023, which amount will increase by 3 % per year over the term of the lease; provided that, for the period between March 1, 2023 and February 29, 2024, the minimum rent payable by the Company under the lease will be approximately $ 153,813 per month. The Company will also be responsible for the payment of additional rent to cover the Company’s share of the annual operating and tax expenses and utilities costs for the building.
Operating lease expenses, excluding additional rent charges for utilities, maintenance and real estate taxes, were $ 1.5 million and $ 0.9 million for the three months ended May 31, 2022 and 2021, respectively, and $ 2.8 million and $ 1.7 million for the six months ended May 31, 2022 and 2021, respectively. Short-term lease expense was not material for all periods presented.
14
Other information related to leases were as follows (in thousands):
Six Months Ended May 31,
2022
2021
Cash paid for amounts included in the measurement of lease liabilities:
Cash flows from operating leases
$
3,564
$
1,792
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets recognized in exchange for lease obligations
$
4,804
$
2,097
The undiscounted future non-cancellable lease payments under the Company’s lease agreements as of May 31, 2022 were as follows (in thousands):
Year ending November 30,
Operating
Leases
2022 (remaining 6 months)
$
2,753
2023
6,976
2024
7,422
2025
4,330
2026
2,670
2027
2,750
2028 to 2035
22,556
Total undiscounted lease payments
49,457
Less: imputed interest
( 630
)
Less: undiscounted lease payments related to the lease in The Woodlands, Texas
( 34,314
)
Total lease liabilities
$
14,513
Operating lease current liabilities
$
5,470
Operating lease long-term liabilities
9,043
Total lease liabilities
$
14,513
7. Common Stock
The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of May 31, 2022 and November 30, 2021. Holders of common stock are entitled to dividends when and if declared by the Company’s board of directors, subject to the prior rights of the holders of shares of preferred stock. The holder of each share of common stock is entitled to one vote. As of May 31, 2022, no dividends have been declared.
Common stock reserved for future issuance, on an as-if converted basis, as of May 31, 2022 and November 30, 2021, consists of the following:
May 31,
November 30,
2022
2021
Issuance of options under stock option plan
6,441,714
5,878,552
Shares available for future stock option grants
2,822,655
2,562,570
Shares available for issuance under employee stock purchase plan
1,390,620
1,015,184
Restricted stock units issued and outstanding
678,837
20,000
Total common stock reserved for future issuance
11,333,826
9,476,306
8. Stock-Based Compensation
Equity Incentive Plans
The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.
15
Option activity under the Stock Plans is set forth below:
Number of
options
outstanding
Weighted-
average
exercise
price
Weighted-
average
contractual
life
(in years)
Aggregate
intrinsic
value (1)
(in thousands)
Balances as of November 30, 2021
5,878,552
$
19.42
8.67
$
65,692
Options granted
1,132,507
18.18
Options exercised
( 291,025
)
2.94
Options forfeited
( 278,320
)
21.86
Balances as of May 31, 2022
6,441,714
$
19.84
8.52
$
8,336
Options vested and expected to vest as of May 31, 2022 (2)
6,375,014
$
19.93
8.52
$
8,394
Options exercisable as of May 31, 2022
2,919,718
$
13.67
7.87
$
8,147
(1)
The aggregate intrinsic values were calculated as the pre-tax difference between the exercise price of stock options and the quoted market price of the Company’s common stock on May 31, 2022 for all in-the-money stock options.
(2)
Certain stock options granted by the Company prior to the date of IPO are exercisable at the date of grant, with unvested shares subject to repurchase by the Company in the event of voluntary or involuntary termination of employment of the stockholder. Such exercises are recorded as a liability in the condensed consolidated balance sheets and reclassified into equity as the options vest. As of May 31, 2022, a total of 33,300 shares of common stock were subject to repurchase by the Company at the lower of (i) the fair market value of such shares on the date of repurchase, or (ii) the original exercise price of such shares. The corresponding exercise value of $ 0.2 million as of May 31, 2022 is recorded in share-based compensation liability.
RSU activity under the Stock Plans is set forth below:
Number of RSUs
Weighted-average grant date fair value
Balances as of November 30, 2021
20,000
$
27.42
RSUs granted
701,332
20.00
RSUs vested
( 13,465
)
19.49
RSUs forfeited
( 29,030
)
23.64
Balances as of May 31, 2022
678,837
$
20.07
Employee Stock Purchase Plan
Under the Company’s 2020 Employee Stock Purchase Plan (the ESPP), eligible employees are entitled to purchase shares of common stock with accumulated payroll deductions. During the six months ended May 31, 2022, the Company issued 71,207 shares pursuant to the ESPP at a weighted-average price of $ 14.94 per share.
Stock-Based Compensation
Stock-based compensation expense related to the Stock Plans and the ESPP that is included in the Company’s condensed consolidated statements of operations is as follows (in thousands):
Three Months Ended,
Six Months Ended,
May 31,
May 31,
2022
2021
2022
2021
Research and development
$
3,996
$
2,015
$
7,537
$
3,238
General and administrative
2,779
1,929
5,309
3,406
Total stock-based compensation
$
6,775
$
3,944
$
12,846
$
6,644
As of May 31, 2022, the total compensation cost related to stock-based awards not yet recognized was $ 68.2 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.8 years.
16
9. Defined Contribution Plan
The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the 401(k) Plan), which provides for the Company to make discretionary matching or discretionary annual contributions to the 401(k) Plan, for its employees. Substantially all of the Company’s employees are eligible to participate. Employees may contribute a percentage of their annual compensation to the plan, subject to statutory limitations. The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.2 million and $ 0.2 million during the three months ended May 31, 2022 and 2021, respectively, and $ 0.7 million and $ 0.4 million during the six months ended May 31, 2022 and 2021, respectively.
10. Income Taxes
For the three month and six months ended May 31, 2022, the Company did no t record any current income tax expense or provision and for the three month and six months ended May 31, 2021, the Company recorded a current income tax expense of $ 0.1 million and $ 0.2 million, respectively. Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the deferred tax assets is dependent upon future taxable income, the amount, if any, and timing of which are uncertain. The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of May 31, 2022 and November 30, 2021 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.
In January 2019, the California Franchise Tax Board (FTB) commenced an examination of the Company’s California income tax returns for the tax years ending in 2015, 2016, 2017 and 2018. During the year ended November 30, 2021, the FTB issued proposed audit assessments related to revenue sourcing and R&D credits. The Company does not agree with the FTB assessments and intends to challenge the assessments. Pursuant to a measurement analysis, the Company has not recorded an unrecognized tax benefit related to the FTB’s sourcing position. The Company maintains an unrecognized tax benefit related to its California R&D credits for all years.
11. Net Loss Per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data):
Three Months Ended
Six Months Ended
May 31,
May 31,
2022
2021
2022
2021
Numerator:
Net loss
$
( 45,401
)
$
( 26,382
)
$
( 87,934
)
$
( 50,657
)
Denominator:
Weighted-average number of shares outstanding, basic and diluted
44,898,409
43,804,066
44,797,235
41,318,281
Net loss per share, basic and diluted
$
( 1.01
)
$
( 0.60
)
$
( 1.96
)
$
( 1.23
)
The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:
May 31,
2022
2021
Options to purchase common stock
6,441,714
5,141,041
Options early exercised subject to vesting
33,300
95,124
Shares expected to be purchased under employee stock purchase plan
73,851
40,486
Restricted stock
678,837
—
Total
7,227,702
5,276,651
17
12. Related Party Transactions
The Company’s Chief Financial Officer is a trustee for the Company’s healthcare plan provider. Expenses related to the healthcare plan premiums were $ 0.9 million and $ 0.6 million for the three months ended May 31, 2022 and 2021, respectively, and $ 1.9 million and $ 1.1 million for the six months ended May 31, 2022 and 2021, respectively. As of May 31, 2022 and November 30, 2021, the amount recorded in accrued liabilities and accounts payable in connection with this healthcare plan provider was not material.
13. Subsequent Events
Refer to Note 1 for more information regarding the June 2022 ATM Offering.
18
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.