Item 1. Financial Statements
Item 1 . Financial Statements
Tyra Biosciences, Inc.
Ba lance Sheets
(in thousands, except share and par value data)
September 30,
December 31,
2021
2020
(unaudited)
Assets
Current assets:
Cash and cash equivalents
$
312,823
$
15,224
Prepaid and other current assets
678
57
Total current assets
313,501
15,281
Restricted cash
243
243
Property and equipment, net
779
297
Right-of-use asset
1,129
169
Other long-term assets
318
21
Total assets
$
315,970
$
16,011
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable (including related party amounts of $ 68 and $ 0 ,
respectively)
$
2,068
$
664
Lease liabilities, current
135
142
Accrued and other current liabilities
2,565
1,052
Total current liabilities
4,768
1,858
Lease liabilities, noncurrent
1,037
—
Other long-term liabilities
434
140
Total liabilities
6,239
1,998
Commitments and contingencies (Note 2)
Convertible preferred stock, $ 0.0001 par value; no shares and 6,223,046
shares authorized at September 30, 2021 and December 31, 2020,
respectively; no shares and 3,374,560 shares issued and outstanding at
September 30, 2021 and December 31, 2020, respectively
—
27,651
Stockholders’ equity (deficit):
Preferred stock, $ 0.0001 par value; 50,000,000 shares and no shares
authorized at September 30, 2021 and December 31, 2020, respectively;
no shares issued and outstanding at September 30, 2021 and
December 31, 2020, respectively
—
—
Common stock, $ 0.0001 par value; 500,000,000 and 50,000,000 shares
authorized at September 30, 2021 and December 31, 2020, respectively;
42,535,661 and 3,050,781 shares issued at September 30, 2021 and
December 31, 2020, respectively, and 41,207,660 and 1,829,377 shares outstanding
at September 30, 2021 and December 31, 2020, respectively
4
—
Additional paid-in capital
340,168
439
Accumulated deficit
( 30,441
)
( 14,077
)
Total stockholders’ equity (deficit)
309,731
( 13,638
)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
$
315,970
$
16,011
See accompanying notes to unaudited financial statements.
2
Tyra Biosciences, Inc.
Statements of Operations and Com prehensive Loss
(unaudited)
(in thousands, except share and per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021
2020
2021
2020
Operating expenses:
Research and development
$
5,484
$
1,862
$
13,386
$
4,275
General and administrative (including related party
amounts of $ 142 , $ 0 , $ 260 and $ 0 , respectively)
1,154
470
2,970
1,345
Total operating expenses
6,638
2,332
16,356
5,620
Loss from operations
( 6,638
)
( 2,332
)
( 16,356
)
( 5,620
)
Other (expense) income:
Interest income
2
—
8
1
Change in fair value of simple agreement for future equity
—
—
—
( 15
)
Other expense
( 7
)
( 7
)
( 16
)
( 17
)
Total other expense
( 5
)
( 7
)
( 8
)
( 31
)
Net loss and comprehensive loss
$
( 6,643
)
$
( 2,339
)
$
( 16,364
)
$
( 5,651
)
Net loss per share, basic and diluted
$
( 0.72
)
$
( 1.47
)
$
( 3.63
)
$
( 3.83
)
Weighted-average shares used to compute net loss
per share, basic and diluted
9,164,003
1,594,873
4,504,997
1,475,266
See accompanying notes to unaudited financial statements.
3
Tyra Biosciences, Inc.
Statements of Convertible Pre ferred Stock and Stockholders’ Equity (Deficit)
(unaudited)
(in thousands, except share amounts)
Series A
Convertible
Preferred Stock
Series B
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Shares
Amount
Balance at December 31, 2019
—
$
—
—
$
—
2,705,779
$
—
$
—
$
( 4,741
)
$
( 4,741
)
Issuance of Series A convertible
preferred stock upon conversion
of simple agreement for future
equity
526,074
4,340
—
—
—
—
—
—
—
Issuance of Series A convertible
preferred stock, net of
issuance costs
2,848,486
23,311
—
—
—
—
—
—
—
Incremental vesting conditions
placed on previously issued
common shares
—
—
—
—
( 1,461,816
)
—
—
—
—
Vesting of shares of common
stock subject to repurchase
—
—
—
—
147,172
—
—
—
—
Stock-based compensation
—
—
—
—
—
—
108
—
108
Net loss
—
—
—
—
—
—
—
( 1,474
)
( 1,474
)
Balance at March 31, 2020
3,374,560
$
27,651
—
$
—
1,391,135
$
—
$
108
$
( 6,215
)
$
( 6,107
)
Vesting of shares of common
stock subject to repurchase
—
—
—
—
147,172
—
—
—
—
Stock-based compensation
—
—
—
—
—
—
98
—
98
Net loss
—
—
—
—
—
—
—
( 1,838
)
( 1,838
)
Balance at June 30, 2020
3,374,560
$
27,651
—
$
—
1,538,307
$
—
$
206
$
( 8,053
)
$
( 7,847
)
Vesting of shares of common
stock subject to repurchase
—
—
—
—
147,173
—
—
—
—
Stock-based compensation
—
—
—
—
—
—
106
—
106
Net loss
—
—
—
—
—
—
—
( 2,339
)
( 2,339
)
Balance at September 30, 2020
3,374,560
$
27,651
—
$
—
1,685,480
$
—
$
312
$
( 10,392
)
$
( 10,080
)
Vesting of shares of common
stock subject to repurchase
—
—
—
—
143,897
—
—
—
—
Stock-based compensation
—
—
—
—
—
—
127
—
127
Net loss
—
—
—
—
—
—
—
( 3,685
)
( 3,685
)
Balance at December 31, 2020
3,374,560
$
27,651
—
$
—
1,829,377
$
—
$
439
$
( 14,077
)
$
( 13,638
)
Continued on next page
4
Series A
Convertible
Preferred Stock
Series B
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Shares
Amount
Balance at December 31, 2020
3,374,560
$
27,651
—
$
—
1,829,377
$
—
$
439
$
( 14,077
)
$
( 13,638
)
Issuance of Series A convertible
preferred stock, net of
issuance costs
2,848,486
23,495
—
—
—
—
—
—
—
Issuance of Series B convertible
preferred stock, net of
issuance costs
—
—
3,874,793
106,128
—
—
—
—
—
Issuance of common stock for
stock option exercises
—
—
—
—
139,212
—
86
—
86
Vesting of shares of common
stock subject to repurchase
—
—
—
—
234,239
—
65
—
65
Stock-based compensation
—
—
—
—
—
—
174
—
174
Net loss
—
—
—
—
—
—
—
( 4,209
)
( 4,209
)
Balance at March 31, 2021
6,223,046
$
51,146
3,874,793
$
106,128
2,202,828
$
—
$
764
$
( 18,286
)
$
( 17,522
)
Issuance of common stock for
stock option exercises
—
—
—
—
1,511
—
1
—
1
Vesting of shares of common
stock subject to repurchase
—
—
—
—
170,012
—
28
—
28
Stock-based compensation
—
—
—
—
—
—
338
—
338
Net loss
—
—
—
—
—
—
—
( 5,512
)
( 5,512
)
Balance at June 30, 2021
6,223,046
$
51,146
3,874,793
$
106,128
2,374,351
$
—
$
1,131
$
( 23,798
)
$
( 22,667
)
Preferred stock converted into
shares of common stock
( 6,223,046
)
( 51,146
)
( 3,874,793
)
( 106,128
)
26,228,089
3
157,271
—
157,274
Initial public offering of
common shares, net of
issuance costs
—
—
—
—
12,420,000
1
181,219
—
181,220
Issuance of common stock for
stock option exercises
—
—
—
—
522
—
1
—
1
Vesting of shares of common
stock subject to repurchase
—
—
—
—
184,698
—
39
—
39
Stock-based compensation
—
—
—
—
—
—
507
—
507
Net loss
—
—
—
—
—
—
—
( 6,643
)
( 6,643
)
Balance at September 30, 2021
—
$
—
—
$
—
41,207,660
$
4
$
340,168
$
( 30,441
)
$
309,731
See accompanying notes to unaudited financial statements.
5
Tyra Biosciences, Inc.
Statements of Cash Flows
(unaudited)
(in thousands)
Nine Months Ended
September 30,
2021
2020
Cash flows from operating activities:
Net loss
$
( 16,364
)
$
( 5,651
)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization
90
28
Stock-based compensation
1,019
312
Change in fair value of SAFE commitments
—
15
Loss on disposal of property and equipment
3
—
Changes in operating assets and liabilities:
Prepaid expenses and other assets
( 917
)
18
Accounts payable, accrued expenses and other liabilities
1,396
59
Right-of-use assets and lease liabilities, net
56
( 14
)
Net cash used in operating activities
( 14,717
)
( 5,233
)
Cash flows from investing activities:
Purchases of property and equipment
( 556
)
( 245
)
Proceeds from sale of property and equipment
16
—
Net cash used in investing activities
( 540
)
( 245
)
Cash flows from financing activities:
Proceeds from initial public offering, net of issuance costs
182,729
—
Proceeds from the issuance of Series A convertible preferred stock, net of issuance costs
23,495
23,311
Proceeds from the issuance of Series B convertible preferred stock, net of issuance costs
106,128
—
Proceeds from exercise of stock options
88
—
Proceeds from early exercise of stock options
450
140
Repayment of early exercise liability
( 25
)
—
Payments for financing lease
( 9
)
( 13
)
Net cash provided by financing activities
312,856
23,438
Net cash increase for the period
297,599
17,960
Cash, cash equivalents and restricted cash at beginning of the period
15,467
108
Cash, cash equivalents and restricted cash at end of the period
$
313,066
$
18,068
Reconciliation of cash, cash equivalents and restricted cash to the balance sheet
Cash and cash equivalents
$
312,823
$
18,068
Restricted cash
243
—
Total cash, cash equivalents and restricted cash
$
313,066
$
18,068
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
Purchases of equipment included in accounts payable
$
17
$
44
Deferred issuance costs included in accounts payable and accrued expenses
1,509
—
Right-of-use asset obtained in exchange for lease liability
1,238
—
See accompanying notes to unaudited financial statements.
6
Notes to the Fi nancial Statements
(unaudited)
1. Organization and Basis of Presentation
Organization
Tyra Biosciences, Inc. (the “Company”) was incorporated in the state of Delaware on August 2, 2018. The Company is a precision oncology company designing and developing purpose-built therapies specifically designed to overcome therapy resistance and improve the lives of cancer patients whose tumors have acquired resistance over the course of therapy to currently available treatments.
On September 17, 2021 , the Company completed its initial public offering (the “IPO”) and issued 12,420,000 shares of common stock for net proceeds of approximately $ 181.2 million. See Note 7 to these financial statements for additional details.
Stock Split
On September 7, 2021, the Company effected a 2.5974 -for-1 forward stock split of its common stock (the “Forward Stock Split”). The par value of the common stock was not adjusted as a result of the Forward Stock Split and the authorized shares were increased to 50,000,000 shares of common stock in connection with the Forward Stock Split. In conjunction with the Company’s IPO, the authorized shares of common stock were increased to 500,000,000 . The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented, unless otherwise indicated.
Basis of Presentation
The accompanying unaudited financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and nine months ended September 30, 2021 and 2020 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The balance sheet at September 30, 2021 has been derived from the financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2020 and 2019, included in the Prospectus dated September 14, 2021 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on September 15, 2021 (the “Prospectus”).
Liquidity and Capital Resources
From inception to September 30, 2021, the Company has devoted substantially all of its resources to organizing and staffing the company, business planning, raising capital, developing its proprietary SNÅP discovery engine, undertaking research and development activities for its development programs, establishing its intellectual property portfolio, and providing general and administrative support for its operations. The Company has a limited operating history, has never generated any revenue, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur net losses into the foreseeable future as it continues to develop its current and future product candidates. From inception through September 30, 2021, the Company funded its operations primarily through the issuance of common stock in its IPO, the sale of convertible preferred stock and the issuance of Simple Agreements for Future Equity (“SAFEs”).
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2).
7
Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding (if needed), that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.
2. Summary of Significant Accounting Policies
The Company’s significant accounting policies are disclosed in the audited financial statements for the years ended December 31, 2020 and 2019, included in the Prospectus. Since the date of those financial statements, there have been no changes to its significant accounting policies, except as noted below.
Commitments and Contingencies
The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. The Company has no t recorded any such liabilities as of September 30, 2021 and December 31, 2020 .
Related Parties
Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. Financial Accounting Standards Board (“FASB”) ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:
 Affiliates of the entity;
 Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity;
 Trusts for the benefit of employees;
 Principal owners of the entity and members of their immediate families;
 Management of the entity and members of their immediate families;
 Other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The Company previously entered into a consulting agreement with van den Boom & Associates, LLC (“van den Boom & Associates”), a professional services firm contracted to provide resources to assist with day-to-day accounting functions. Services provided under the agreement with van den Boom & Associates are billed at hourly rates. On April 16, 2021, Ms. van den Boom, the managing partner of van den Boom & Associates, entered into an employment agreement with the Company whereby she became its Chief Financial Officer. van den Boom & Associates is considered a related party under FASB ASC 850 from the point in which Ms. van den Boom became a Company officer. During the date of her employment agreement to September 30, 2021, van den Boom & Associates rendered contracted services totaling appro ximately $ 0.4 million.
Recently Issued Accounting Pronouncements
There were no other significant updates not already disclosed in the Company’s audited financial statements for the years ended December 31, 2020 and 2019 to the recently issued accounting standards for the three and nine months ended September 30, 2021 . Although there are several other new accounting pronouncements issued or proposed by the FASB, the Company does not believe any of those accounting pronouncements have had or will have a material impact on its financial position or operating results.
8
3. Fair Value Measurements
The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 —Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 —Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Included in cash and cash equivalents at September 30, 2021 and December 31, 2020 are money market funds with a carrying value and fair value of $ 302.3 million and $ 4.7 million, r espectively, based upon a Level 1 fair value assessment.
None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.
4. Property and Equipment
Property and equipment consisted of the following (in thousands):
September 30,
2021
December 31,
2020
Equipment
$
628
$
293
Computers and software
72
33
Leasehold improvements
122
—
Furniture and fixtures
76
14
898
340
Less: accumulated depreciation
( 119
)
( 43
)
Total property and equipment, net
$
779
$
297
Depreciation expense for the three and nine months ended September 30, 2021 wa s $ 41,000 and $ 90,000 , respectively. Depreciation expense for the three and nine months ended September 30, 2020 was $ 16,000 and $ 28,000 , res pectively.
5. Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following (in thousands):
September 30,
2021
December 31,
2020
Accrued payroll and other employee benefits
$
634
$
774
Accrued research and development
392
163
Accrued legal and professional fees
1,356
67
Accrued other general and administrative fees
183
48
Total accrued and other current liabilities
$
2,565
$
1,052
9
6. Simple Agreements for Future Equity
During 2018 and 2019, the Company entered into SAFEs with investors. The SAFEs granted investors with rights to participate in a future equity financing. The SAFEs contained a number of conversion and redemption provisions, including conversion upon an equity event, and settlement upon liquidity or dissolution events. The Company elected the fair value option of accounting for the SAFEs. The issuance costs related to the SAFEs were recorded as a general and administrative expense in the Statements of Operations and Comprehensive Loss. On January 6, 2020, the Company entered into a Series A Preferred Stock Purchase agreement which provided for the conversion of the outstanding SAFEs into 526,074 shares of Series A convertible preferred stock at a conversion price of $ 6.11 per share.
7. Convertible Preferred Stock and Stockholders’ Deficit
Stockholders’ Deficit
Under the Amended and Restated Certificate of Incorporation dated September 17, 2021, the Company had a total of 550,000,000 shares of capital stock authorized for issuance, consisting of 500,000,000 shares of common stock, par value of $ 0.0001 per share, and 50,000,000 shares of preferred stock, par value of $ 0.0001 per share.
Convertible Preferred Stock
The Company entered into the Series A Preferred Stock Purchase Agreement dated January 6, 2020 (“Stock Purchase Agreement”) whereby the Company agreed to issue and sell, and certain investors agreed to purchase up to an aggregate of 5,696,972 shares of Series A convertible preferred stock, at a price of $ 8.25 per share, in two closings. In January 2020, the Company completed its first closing and issued 2,848,486 shares at a price of $ 8.25 per share resulting in gross proceeds of $ 23.5 million and incurred issuance costs of $ 0.2 million. The Stock Purchase Agreement granted investors the rights and obligations to purchase an additional 2,848,486 shares of Series A convertible preferred stock (“Future Tranche Right”) at a price of $ 8.25 per share during a second closing which would occur upon triggering of future milestone events, provided that they occur before January 6, 2022. In February 2021, the Company completed its second closing and issued 2,848,486 shares of Series A convertible preferred stock at a price of $ 8.25 per share for gross proceeds of $ 23.5 million and incurred issuance costs of $ 5,000 .
The Company determined that the Future Tranche Right did not meet the definition of a freestanding financial instrument as it was not legally detachable. The Future Tranche Right was also evaluated as an embedded derivative and the Company determined it did not meet the definition of a derivative instrument for which bifurcation would be required.
In March 2021, the Company entered into the Series B Preferred Stock Purchase Agreement under which it issued 3,874,793 shares of Series B convertible preferred stock, at a price of $ 27.4337 per share, resulting in net proceeds of $ 106.1 million excluding issuance costs of $ 0.2 million.
On September 17, 2021, upon completion of the IPO, the Company sold 12,420,000 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,620,000 additional shares at a public offering price of $ 16.00 per share and all of the Company’s shares of convertible preferred stock converted into 26,228,089 shares of common stock.
Common Stock
As of September 30, 2021 and December 31, 2020, of the 500,000,000 and 50,000,000 aut horized shares of common stock, respectively, 42,535,661 and 3,050,781 shares were issued, respectively, and 41,207,660 and 1,829,377 shares w ere outstanding, respectively.
The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, preferences and privileges of the holders of the Series A convertible preferred stock outstanding at December 31, 2020. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.
10
Common stock reserved for future issuance consisted of the following:
September 30,
2021
December 31,
2020
Convertible preferred stock
—
8,765,053
Common stock options granted and outstanding
2,586,313
1,374,714
Shares available for future issuance under the 2020
equity incentive plan
—
28,595
Shares available for future issuance under the 2021
equity incentive plan
10,570,000
—
Shares available for future issuance under the 2021
Employee Stock Purchase Plan
1,200,000
—
Total common stock reserved for future issuance
14,356,313
10,168,362
Restricted Stock
Since inception, the Company has issued 2,820,560 shares of restricted common stock at a price of $ 0.0001 per share to certain founders of the Company (“Founders Stock”). The Company maintains a repurchase right whereby the Founders Stock are released from such repurchase right over a period of time of continued service by the recipient. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. Unvested outstanding Founders Stock as of September 30, 2021 and December 31, 2020 were 619,069 and 991,178 shares, respectively. The amount recorded as liabilities associated with shares issued with repurchase rights were immaterial as of September 30, 2021 and December 31, 2020.
In January 2020, in connection with the issuance of the Series A convertible preferred stock, the Company’s founders agreed to modify their outstanding Founders Stock to include vesting provisions that require continued service to the Company in order to vest in those shares. As such, the 1,461,816 modified shares of common stock became compensatory upon such modification. The total compensation cost resulting from the modification was $ 0.9 million, which will be recognized over the vesting term of three years had a measurement date fair value of $ 0.61 per share. For the nine months ended September 30, 2021 and 2020 , 365,445 shares vested in each period and the Company recognized $ 0.2 million of stock-based compensation expense for each period related to the awards. As of September 30, 2021 , the total unrecognized compensation expense related to unvested Founders Stock was $ 0.4 million expected to be recognized over a weighted-average period of approximately 1.3 years.
Stock Options
In January 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. The 2020 Plan was amended in March 2021 to increase the total number of shares reserved under the Plan to 4,685,475 .
In September 2021, the Company's Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”). Upon the adoption of the 2021 Plan, the Company restricted the grant of future equity awards under its 2020 Plan.
The 2021 Plan provides for the grants of stock options and other equity-based awards to employees, non-employee directors, and consultants of the Company. A total of 5,570,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan. The number of shares reserved under the 2021 Plan also included 1,032,150 shares of the Company’s common stock that remained available for issuance under the 2020 Plan as of immediately prior to the effectiveness of the 2021 Plan. The 2021 Plan share reserve will be increased by the number of shares under the 2020 Plan that are repurchased, forfeited, expired or cancelled after the effective date of the 2021 Plan. In addition, the number of shares of the Company’s common stock available for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning with the Company’s 2022 fiscal year, in an amount equal to the lessor of (1) 5 % of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (2) such smaller amount as determined by the Company’s Board of Directors.
Options granted under the 2020 Plan and the 2021 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The exercise price of each option shall be determined by the Company’s Board of Directors based on the fair market value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25 % on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. The vesting period generally occurs over four years unless there is a specific performance vesting trigger at which time those shares will vest when the performance trigger is probable to occur.
11
A summary of the Company’s stock option activity for the nine months ended September 30, 2021 is as follows (in thousands, except share amounts):
Options
Weighted-Average
Exercise
Price per Share
Weighted-Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
Outstanding at December 31, 2020
1,374,714
$
0.61
9.4
$
—
Granted
2,088,932
$
3.42
Exercised
( 877,333
)
$
0.61
$
292
Outstanding at September 30, 2021
2,586,313
$
2.88
9.3
$
38,044
Exercisable at September 30, 2021
742,432
$
1.25
8.9
$
12,128
Vested and expected to vest as of September 30, 2021
2,573,687
$
2.89
9.3
$
37,841
For the nine months ended September 30, 2021 and 2020 , the total grant date fair value of vested options was $ 0.6 million and $ 17,000 , respectively.
The weighted-average grant date fair value of employee option grants for the nine months ended September 30, 2021 and 2020 was $ 2.70 and $ 0.47 per share, respecti vely.
The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued during the nine months ended September 30, 2021 and 2020 were as follows:
Nine Months Ended
September 30,
2021
2020
Stock Options:
Stock price
$ 0.99 - 16.00
$ 0.61
Risk-free rate of interest
0.8 - 1.1 %
0.3 - 1.5 %
Expected term (years)
5.0 - 6.1
5.7 - 6.1
Expected stock price volatility
98.9 - 99.9 %
92.9 - 97.5 %
Dividend yield
—
—
As of September 30, 2021 , the unrecognized compensation cost related to outstanding employee and nonemployee options was $ 5.4 million, and is expected to be recognized as expense over a weighted-average period of approximately 3.8 years.
Liability for Early Exercise of Stock Options
Certain individuals were granted the ability to early exercise their stock options. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stoc k options granted is recorded as a liability for the early exercise of stock options on the accompanying balance sheets and will be transferred into common stock and additional paid-in capital as the shares vest. As of September 30, 2021 and December 31, 2020 , 749,476 and 230,222 unvested shares issued under early exercise provisions were subject to repurchase by the Company, respectively. As of September 30, 2021 and December 31, 2020 , the Company recorded $ 0.4 million and $ 0.1 million, respectively, associated with shares issued with repurchase rights in other long-term liabilities.
12
Employee Stock Purchase Plan
In September 2021, the Company's Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation, not to exceed $ 25,000 or 100,000 shares in a calendar year. A total of 380,000 shares of common stock was initially reserved for issuance under the ESPP. In addition, the number of shares of the Company’s common stock available for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the Company’s 2022 fiscal year, in an amount equal to the lessor of (1) 1 % of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or (2) such smaller amount as determined by the Company’s Board of Directors. There were no shares issued under the ESPP during the three and nine months ended September 30, 2021.
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense of $ 0.2 million and $ 0.4 million in research and development expense during the three and nine months ended September 30, 2021 and $ 0.3 million and $ 0.6 million in general and administrative expense during the three and nine months ended September 30, 2021 , respectively. The Company recognized stock-based compensation expense of $ 0 million and $ 0.1 million in research and development expense during the three and nine months ended September 30, 2020 and $ 0.1 million and $ 0.2 million in g eneral and administrative expense during the three and nine months ended September 30, 2020 , respectively.
8. Net Loss Per Share
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,
2021
2020
2021
2020
Numerator:
Net loss
$
( 6,643
)
$
( 2,339
)
$
( 16,364
)
$
( 5,651
)
Denominator:
Weighted average common shares outstanding
10,621,868
3,052,395
5,984,285
2,927,056
Less: weighted average unvested founder shares of
common stock
( 673,607
)
( 1,227,301
)
( 785,036
)
( 1,345,303
)
Less: weighted average unvested common stock
issued upon early exercise of common stock
options
( 784,258
)
( 230,221
)
( 694,252
)
( 106,487
)
Weighted average shares used to compute net loss per
common share, basic and diluted
9,164,003
1,594,873
4,504,997
1,475,266
Net loss per share, basic and diluted
$
( 0.72
)
$
( 1.47
)
$
( 3.63
)
$
( 3.83
)
The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive.
As of September 30,
2021
2020
Convertible preferred stock
—
2,848,486
Unvested restricted common stock subject to repurchase
619,069
1,135,078
Unvested common stock upon early exercise of stock
options
749,476
230,222
Options to purchase common stock
2,586,313
930,926
3,954,858
5,144,712
13
9. License Agreement
In May 2019, the Company entered into a license agreement (the “License Agreement”) with Emory University (“Emory”) to obtain rights to certain know-how, patents, and patent applications to pursue the development and commercialization of certain inventions and technology for the treatment of disease. In February 2021, the Company provided 90-day notice to Emory of their decision to voluntarily terminate the License Agreement. There were no milestones payments met or paid in the nine months ended September 30, 2021 .
10. Leases
In August 2020, the Company entered into an operating lease for office and lab space in Carlsbad, California (the “Carlsbad Lease”). The Carlsbad Lease has a lease term of 60 months from the contractual lease commencement date. The Company has the option to renew the lease for two additional thirty-six-month periods . As of September 30, 2021 , the underlying asset was made available for use by the Company and therefore, the Carlsbad Lease is considered to have commenced. The Company recognized an initial right-of-use asset and lease liability of $ 1.2 million, respectively, for the lease. The initial right-of-use asset was calculated based on the initial lease term of 60 months, as the renewal options were not reasonably certain of being exercised. As the Carlsbad Lease did not provide an implicit rate, the Company used an estimated incremental borrowing rate of 7.5 %, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment.
In conjunction with the Carlsbad Lease, the Company paid a cash security deposit of $ 21,000 , of which all is refundable at the end of the lease term and is included in long-term assets in the Company’s balance sheet as of September 30, 2021 . Additionally, as part of the terms of the lease agreement, the Company was required to maintain a letter of credit of $ 0.2 million which must remain in place until 2023 at the earliest and was considered a non-current asset as of September 30, 2021.
The following table presents the balances for operating and finance leases ROU assets and lease liabilities (in thousands):
September 30,
December 31,
2021
2020
Assets
Operating lease assets
$
1,129
$
148
Finance lease assets
—
21
Total lease assets
$
1,129
$
169
Liabilities
Operating lease liabilities, current
$
135
$
133
Operating lease liabilities, noncurrent
1,037
—
Finance lease liabilities, current
—
9
Total lease liabilities
$
1,172
$
142
The components of lease expense include operating and finance lease costs. Amortization is recorded in research and development expenses and interest expense is recorded in other expenses in the Statements of Operations and Comprehensive Loss. Components of lease cost for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021
2020
2021
2020
Operating lease cost
$
124
$
27
$
251
$
76
Finance lease cost
Amortization of ROU assets
1
2
5
6
Interest on lease liabilities
—
—
—
1
14
Maturities of lease liabilities, weighted-average remaining term and weighted-average discount rate were as follows (in thousands):
As of September 30,
Year ending December 31,
2021 (remaining three months)
$
20
2022
277
2023
299
2024
308
2025
318
Thereafter
188
Total minimum lease payments
1,410
Less: amount representing interest
( 238
)
Present value of lease liabilities
1,172
Less: current portion of lease liabilities
( 135
)
Lease liabilities, noncurrent
$
1,037
September 30,
December 31,
2021
2020
Weighted-average remaining lease term
(years) - operating leases
4.8
0.8
Weighted-average remaining lease term
(years) - finance leases
0.0
0.6
Weighted-average incremental borrowing
rate - operating leases
7.50
%
7.50
%
Weighted-average incremental borrowing
rate - finance leases
7.50
%
7.50
%
15
Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2020 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Prospectus dated September 14, 2021 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), with the Securities and Exchange Commission (SEC) on September 15, 2021 (the Prospectus).
Forward-Looking Statements
This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned preclinical studies and planned clinical trials for our product candidates, the timing and likelihood of regulatory filings and approvals for our product candidates, our ability to commercialize our product candidates, if approved, the impact of the COVID-19 pandemic on our business, plans and objectives of management for future operations and future results of anticipated product development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target” or “will” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions, including, without limitation, the risk factors described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Overview
We are a precision oncology company focused on developing purpose-built therapies to overcome tumor resistance and improve outcomes for patients with cancer. We are using our proprietary SNÅP platform, which is optimized to enable rapid and precise refinement of structural design through iterative molecular SNÅPshots, in order to generate next-generation product candidates that are specifically designed to address acquired drug resistance and provide alternative treatment options. We are initially focused on developing a pipeline of selective inhibitors of the Fibroblast Growth Factor Receptor (FGFR) family members, which are altered in approximately 7% of all cancers. We are advancing multiple product candidates toward the clinic including our lead product candidate TYRA-300, an FGFR3 inhibitor with an initial focus on patients with bladder cancer, and TYRA-200, an FGFR2 inhibitor with an initial focus on patients with i ntrahepatic cholangiocarcinoma who have developed drug resistance mutations from existing FGFR therapies. We anticipate filing an Investigational New Drug application, or IND, with the U.S. Food and Drug Administration (FDA) for TYRA-300 in mid-2022 and we anticipate filing an IND with the FDA for TYRA-200 in the second half of 2022. In addition, we have pipeline development programs targeting FGFR3-related achondroplasia, REarranged during Transfection kinase, or RET, and FGFR4-related cancers.
Since the commencement of our operations in 2018, we have devoted substantially all of our resources to organizing and staffing the company, business planning, raising capital, developing our proprietary SNÅP platform, undertaking research and development activities for our development programs, establishing our intellectual property portfolio, and providing general and administrative support for our operations. We have not generated any revenue to date and have funded our operations primarily from our initial public offering (IPO), private placements of our convertible preferred stock, and the issuance of Simple Agreement for Future Equity (SAFEs). Our net losses for the nine months ended September 30, 2021 and 2020 were $ 16.4 million and $5.7 million , respectively. As of September 30, 2021, we had an accumulated deficit of $30.4 million. As of September 30, 2021, we had cash and cash equivalent s of $312.8 million .
16
We have incurred significant operating losses since inception. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical development activities, other research and development activities and capital expenditures. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future particularly if and as we conduct preclinical studies and planned clinical trials, continue our research and development activities, utilize third parties to manufacture our product candidates and related raw materials, hire additional personnel, expand and protect our intellectual property, and incur additional costs associated with being a public company.
Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditures through at least 2024. We have never generated any revenue and do not expect to generate any revenues from product sales unless and until we successfully complete development of and obtain regulatory approval for our product candidates, which will not be for several years, if ever. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may not be able to raise additional funds or enter into such other arrangements when needed or on favorable terms, or at all. If we are unable to raise additional capital or enter into such arrangements when needed, we could be forced to delay, limit, reduce or terminate our research and development programs or future commercialization efforts, or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
The global COVID-19 pandemic continues to evolve, and we will continue to monitor the COVID-19 situation closely. The extent of the impact of the COVID-19 pandemic on our business, operations and development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the pandemic and its impact on our development activities, contract research organizations, or CROs, third-party manufacturers and other third parties with whom we do business, as well as its impact on regulatory authorities and our key scientific and management personnel.
Components of Results of Operations
Operating Expenses
Research and Development Expenses
To date, our research and development expenses consist primarily of external and internal costs related to the development of our SNÅP platform and our product candidates and development programs. Our research and development expenses primarily include:
 external costs, including:
 expenses incurred in connection with the discovery and preclinical development of our product candidates, including under agreements with third parties, such as consultants and CROs;
 costs associated with consultants for chemistry, manufacturing and controls, or CMC development, and other services;
 the cost of manufacturing compounds for use in our preclinical studies, including under agreements with third parties, such as consultants and third-party manufacturers;
 internal costs, including:
 employee-related expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development functions;
 the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study materials; and
 facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, and supplies.
17
We expense research and development expenses in the periods in which they are incurred. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers or our estimate of the level of service that has been performed at each reporting date. We track external expenses on a development program and other program specific basis. However, we do not track internal costs on a program specific basis because these costs primarily relate to compensation, early research and consumable costs, which are deployed across multiple programs under development.
Research and development activities are central to our business model. There are numerous factors associated with the successful development of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of development generally have higher development costs than those in earlier stages of development. As a result, we expect that our research and development expenses will increase substantially over the next several years as we advance our product candidates through preclinical studies into and through clinical trials, continue to discover and develop additional product candidates and expand our pipeline, maintain, expand, protect and enforce our intellectual property portfolio, and hire additional personnel.
Our future research and development expenses may vary significantly based on a wide variety of factors such as:
 the number and scope, rate of progress, expense and results of our discovery and preclinical development activities and clinical trials;
 the number of trials required for approval;
 the number of sites included in the trials;
 the countries in which the trials are conducted;
 the length of time required to enroll eligible patients;
 the number of patients that participate in the trials;
 the number of doses that patients receive;
 the drop-out or discontinuation rates of patients;
 potential additional safety monitoring requested by regulatory agencies;
 the duration of patient participation in the trials and follow-up;
 the phase of development of the product candidate;
 the efficacy and safety profile of the product candidate;
 the timing, receipt, and terms of any approvals from applicable regulatory authorities including the FDA and non-U.S. regulators;
 maintaining a continued acceptable safety profile of our product candidates following approval, if any;
 the cost and timing of manufacturing our product candidates;
 significant and changing government regulation and regulatory guidance;
 the impact of any business interruptions to our operations or to those of the third parties with whom we work, particularly in light of the COVID-19 pandemic environment; and
 the extent to which we establish additional strategic collaborations or other arrangements.
18
A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate.
The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our product candidates or any future candidates may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our product candidates or any future candidates.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related expenses, including employee salaries, bonuses, benefits, and stock-based compensation charges, for personnel in executive and administrative functions. Other significant general and administrative expenses include legal fees relating to intellectual property and corporate matters, professional fees for accounting, tax and consulting services and insurance costs. We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development activities, manufacturing activities, and the increased costs associated with operating as a public company. These increased costs will likely include increased expenses related to hiring of additional personnel, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC, requirements, director and officer insurance costs, and investor and public relations costs.
Change in Fair Value of SAFEs
We issued SAFEs in 2019 and 2018 for which we have elected to account for using the fair value option. We adjust the carrying value of our SAFEs to their estimated fair value at each reporting date, with any change in fair value of the SAFE recorded as an increase or decrease to change in fair value of simple agreement for future equity in our statement of operations and comprehensive loss.
Results of Operations
Comparison of the Three Months Ended September 30, 2021 and 2020
The following table summarizes our results of operations for the periods indicated (in thousands):
Three Months Ended September 30,
2021
2020
Change
Operating expenses:
Research and development
$
5,484
$
1,862
$
3,622
General and administrative
1,154
470
684
Total operating expenses
6,638
2,332
4,306
Loss from operations
(6,638
)
(2,332
)
(4,306
)
Other (expense) income:
Interest income
2
0
2
Other expense
(7
)
(7
)
0
Total other expense
(5
)
(7
)
2
Net loss and comprehensive loss
$
(6,643
)
$
(2,339
)
$
(4,304
)
19
Research and Development Expenses
Research and development expenses were $5.5 million and $1.9 million for the three months ended September 30, 2021 and 2020, respectively. The increase of $3.6 million was primarily due to additional spend to support the advancement of our TYRA-300 and other development programs, including preclinical studies and chemistry. Further, we incurred $0.6 million higher personnel-related costs in the three months ended September 30, 2021 as compared to 2020, as we continued to expand the number of research and development employees to support our programs, including an additional $0.2 million of non-cash stock-based compensation costs.
The following table summarizes our research and development expenses by development program for the three months ended September 30, 2021 and 2020 (in thousands):
Three Months Ended September 30,
2021
2020
External research and development expense by
program
TYRA-300
$
1,786
$
1,107
Other development programs
2,253
184
Unallocated research and development expense
Other research and development
411
170
Compensation and stock-based compensation
1,033
401
Total research and development expense
$
5,484
$
1,862
General and Administrative Expenses
General and administrative expenses were $1.2 million and $0.5 million for the three months ended September 30, 2021 and 2020, respectively. The increase of $0.7 million was primarily due to an increase of $0.6 million in personnel-related expenses including $0.2 million in non-cash stock-based compensation costs, and $0.1 million in professional services related to legal, accounting services, and other consulting fees.
Comparison of the Nine Months Ended September 30, 2021 and 2020
The following table summarizes our results of operations for the periods indicated (in thousands):
Nine Months Ended September 30,
2021
2020
Change
Operating expenses:
Research and development
$
13,386
$
4,275
$
9,111
General and administrative
2,970
1,345
1,625
Total operating expenses
16,356
5,620
10,736
Loss from operations
(16,356
)
(5,620
)
(10,736
)
Other (expense) income:
Interest income
8
1
7
Change in fair value of SAFE
commitments
—
(15
)
15
Other expense
(16
)
(17
)
1
Total other expense
(8
)
(31
)
23
Net loss and comprehensive loss
$
(16,364
)
$
(5,651
)
$
(10,713
)
Research and Development Expenses
Research and development expenses were $13.4 million and $4.3 million for the nine months ended September 30, 2021 and 2020, respectively. The increase of $9.1 million was primarily due to additional spend to support the advancement of our TYRA-300 and other development programs in 2021, including preclinical studies and chemistry. Further, we incurred $1.9 million higher personnel-related costs in the first nine months of 2021 as compared to 2020, as we expanded the number of research and development employees to support our programs, including an additional $0.3 million of non-cash stock-based compensation costs.
20
The following table summarizes our research and development expenses by development program for the nine months ended September 30, 2021 and 2020 (in thousands):
Nine Months Ended September 30,
2021
2020
External research and development expense by
program
TYRA-300
$
4,604
$
2,422
Other development programs
4,824
285
Unallocated research and development expense
Other research and development
931
442
Compensation and stock-based compensation
3,026
1,126
Total research and development expense
$
13,386
$
4,275
General and Administrative Expenses
General and administrative expenses were $3.0 million and $1.3 million for the nine months ended September 30, 2021 and 2020, respectively. The increase of $1.7 million was primarily due to increases of $0.8 million in professional services related to legal, accounting services, and other consulting fees and $0.6 million in personnel-related expenses, including $0.4 million in non-cash stock-based compensation costs.
Change in Fair Value of Simple Agreement for Future Equity
Change in fair value of SAFE was $15,000 for the nine months ended September 30, 2020. The SAFEs were converted to Series A convertible preferred stock in January 2020.
Liquidity and Capital Resources
Sources of Liquidity
Since our inception, we have not generated any milestone or commercial revenue and have incurred net losses and negative cash flows from our operations. We have financed our operations since our inception with $355.9 million in gross proceeds raised primarily from our IPO, private placements of convertible preferred stock, and the issuance of SAFEs.
In January 2020, we issued and sold an aggregate of 2,848,486 Series A preferred shares at a price per share of $8.25 for aggregate cash consideration of approximately $23.5 million. In February 2021, we issued and sold an aggregate of 2,848,486 Series A preferred shares at a price per share of $8.25 for aggregate cash consideration of approximately $23.5 million.
In March 2021, we issued and sold an aggregate of 3,874,793 Series B preferred shares at a price per share of $27.4337 for aggregate cash consideration of approximately $106.3 million.
On September 17, 2021, we completed our IPO and issued 12,420,000 shares of common stock for net proceeds of approximately $181.2 million. As of September 30, 2021, we had cash and cash equivalents of $312.8 million.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated (in thousands):
Nine Months Ended September 30,
2021
2020
Net cash used in operating activities
$
(14,717
)
$
(5,233
)
Net cash used in investing activities
(540
)
(245
)
Net cash provided by financing activities
312,856
23,438
Net cash increase for the period
$
297,599
$
17,960
21
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2021 was $14.7 million, consisting primarily of our net loss of $16.4 million, adjusted for $1.1 million of non-cash charges and $0.6 million for net changes in operating assets and liabilities. Noncash charges consisted primarily of $1.0 million of stock-based compensation. The net change in operating assets and liabilities was primarily related to a $0.9 million decrease in prepaid expenses and other assets and a $1.4 million increase in accounts payable and accrued liabilities.
Net cash used in operating activities for the nine months ended September 30, 2020 wa s $5.2 million, consisting primarily of our net loss of $5.7 million, adjusted for $0.4 million of non-cash charges and $0.1 million for net changes in operating assets and liabilities. Non-cash charges consisted primarily of $0.3 million of stock-based compensation expense in addition to depreciation expense and amortization. The net change in operating assets and liabilities was primarily related to $0.1 million increase in accounts payable and accrued liabilities with offsetting increases and decreases to prepaid expenses and other assets and right-of-use assets and lease liabilities, net.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2021 and 2020 was $0.5 million and $0.2 million, respec tively, consisting of purchases of property and equipment.
Financing Activities
Net cash provided by financing activities was $312.9 million for the nine months ended September 30, 2021 and was primarily related to net proceeds of $182.7 from our IPO, net of issuance costs, in addition to net proceeds of $23.5 million from the second closing of our Series A convertible preferred stock, $106.1 million in net proceeds from the issuance of our Series B convertible preferred stock, and $0.6 million from proceeds received from the exercise of stock options.
Net cash provided by financing activities was $23.4 million for the nine months ended September 30, 2020, primarily related to net proceeds of $23.3 million from the issuance of Series A convertible preferred stock, and $0.1 million from proceeds received from the exercise of stock options.
Future Funding Requirements
Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to meet our anticipated operating expenses and capital expenditures through at least 2024. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting preclinical studies and testing product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain.
Our future capital requirements will depend on many factors, including:
 the initiation, type, number, scope, results, costs and timing of, our ongoing and planned preclinical studies and clinical trials of existing product candidates or clinical trials of other potential product candidates we may choose to pursue in the future, including based on feedback received from regulatory authorities;
 the costs and timing of manufacturing for current or future product candidates, including commercial scale manufacturing if any product candidate is approved;
 the costs, timing and outcome of regulatory review of current or future product candidates;
 the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;
 our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;
 the costs associated with hiring additional personnel and consultants as our business grows, including additional executive officers and clinical development personnel;
22
 the costs and timing of establishing or securing sales and marketing capabilities if any current or future product candidate is approved;
 our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;
 costs associated with any products or technologies that we may in-license or acquire; and
 delays or issues with any of the above, including the risk of each of which may be exacerbated by the ongoing COVID-19 pandemic.
Until such time, if ever, as we can generate substantial product revenues to support our cost structure, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
Critical Accounting Policies
There have been no material changes to our critical accounting policies and estimates during the three and nine months ended September 30, 2021, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to our financial statements for the year ended December 31, 2020 included in the Prospectus.
Recently Adopted Accounting Pronouncements
See Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements that may potentially impact our financial position and results of operations.
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.