UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission File Number: 001-39615
CODIAK BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
47-4926530 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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35 CambridgePark Drive, Suite 500 Cambridge, MA |
02140 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (617) 949-4100
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
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CDAK |
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Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 19, 2020, the registrant had 18,767,674 shares of common stock, $0.0001 par value per share, outstanding.
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Page |
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PART I. |
5 |
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Item 1. |
5 |
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5 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
6 |
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7 |
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9 |
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10 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
49 |
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Item 3. |
64 |
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Item 4. |
64 |
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PART II. |
65 |
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Item 1. |
65 |
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Item 1A. |
65 |
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Item 2. |
128 |
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Item 3. |
128 |
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Item 4. |
128 |
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Item 5. |
128 |
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Item 6. |
129 |
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130 |
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i
SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS
Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. These risks and uncertainties include, but are not limited to, the following:
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We have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future. |
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• |
We will require additional capital to fund our operations and if we fail to obtain necessary financing, we will not be able to complete the development and commercialization of our product candidates. |
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We have a limited operating history, which may make it difficult to evaluate our technology and product development capabilities and predict our future performance. |
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We are very early in our development efforts. While we initiated our first clinical trials of our initial engEx product candidates in September 2020, the remainder of our engEx Platform is still in preclinical development and it could be many years before we or our collaborators commercialize a product candidate, if ever. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed. |
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Our engEx product candidates are based on a novel therapeutic approach, which makes it difficult to predict the time and cost of development and of subsequently obtaining regulatory approval, if at all. |
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Development of new therapeutics involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs, fail to replicate the positive results from our earlier preclinical studies or experience delays in completing or ultimately be unable to complete, the development and commercialization of any product candidates. |
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• |
Positive results from early preclinical studies of our product candidates are not necessarily predictive of the results of later preclinical studies and any ongoing or future clinical trials of our product candidates. If we cannot replicate the positive results from our earlier preclinical studies of our product candidates in our later preclinical studies and ongoing or future clinical trials, we may be unable to successfully develop, obtain regulatory approval and commercialize our product candidates. |
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A pandemic, epidemic, or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business and could cause a disruption to the development of our product candidates. |
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Although our in-house Phase 1/2 clinical manufacturing facility will soon be operational, we have been and expect to remain dependent on suppliers for some of our components and materials used to manufacture or supply our engEx exosomes for later stage clinical trials and commercial supply. |
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• |
Our engEx product candidates are complicated to manufacture. If we or any of our third-party manufacturers encounter difficulties in manufacturing our engEx product candidates, our ability to provide supply of our engEx product candidates for clinical trials or our products for patients, if approved, could be delayed or stopped or we may be unable to maintain a commercially viable cost structure. |
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While we have not yet sought any regulatory approval for any product candidate, the FDA, the MHRA and other regulatory authorities may implement additional regulations or restrictions on the development and commercialization of our product candidates, which may be difficult to predict. |
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If we are unable to obtain and maintain patent protection for any product candidates we develop, our competitors could develop and commercialize products or technology similar or identical to ours, and our ability to successfully commercialize any product candidates we may develop, and our technology may be adversely affected. |
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Third-party claims of intellectual property infringement, misappropriation or other violation against us, our licensors or our collaborators may prevent or delay the development and commercialization of the engEx Platform, our product candidates and other technologies. |
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We will rely on third parties to conduct our clinical trials and some aspects of our research and preclinical testing. |
1
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If these third parties do not successfully carry out their contractual duties or meet expected deadlines or comply with regulatory requirements, we may not be able to obtain regulatory approval of or commercialize any potential product candidates. |
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If we are unable to maintain our collaborations with Jazz or Sarepta, or any future collaborations, or our collaborations are not successful, our business could be adversely affected. |
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Negative developments in the field of exosomes could damage public perception of any product candidates that we develop, which could adversely affect our ability to conduct our business or obtain regulatory approvals for such product candidates. |
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We face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively. |
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If we are unable to obtain and maintain patent protection for any product candidates we develop or for our engEx Platform, our competitors could develop and commercialize products or technology similar or identical to ours and our ability to successfully commercialize any product candidates we may develop and our technology may be adversely affected. |
The summary risk factors described above should be read together with the text of the full risk factors below and in the other information set forth in this Quarterly Report on Form 10-Q, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations.
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other 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 these forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
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the success, cost and timing of our product development activities, preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs; |
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the design of our clinical trials of exoSTING and exoIL-12 and planned clinical trial of exoASO-STAT6; |
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our ability to successfully advance any our engEx product candidates into and through clinical trials, or obtain marketing approval; |
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• |
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the potential and capabilities of our engEx Platform, engEx product candidates and engEx discovery programs; |
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• |
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the potential and capability of our engEx Platform to generate additional engEx product candidates; |
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• |
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our ability to successfully manufacture, or procure from third parties sufficient supply of, our product candidates for preclinical studies, clinical trials or commercial use, if approved; |
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• |
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our ability to establish, operate and maintain our in-house Phase 1/2 clinical manufacturing facility; |
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• |
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our ability to utilize our engEx Platform to engineer exosomes to carry various biologically active drug molecules, target specific cell types or cellular pathways or enhance the value of existing drug modalities; |
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• |
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the potential indications that we may be able to target with engineered exosomes generated from our engEx Platform; |
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• |
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the size, composition and growth potential of the patient populations and markets we intend to target with our engEx product candidates and our ability to develop and commercialize engEx product candidates to address those patient populations and markets; |
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• |
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the ability and willingness of our current and future collaborators to continue research and development activities relating to our engEx exosomes; |
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• |
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our ability to maintain regulatory approval, if obtained, of any of our current or future engEx product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate; |
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• |
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our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates; |
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• |
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our ability to license intellectual property relating to our product candidates and to comply with our existing license and collaboration agreements; |
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• |
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our ability to commercialize our products, if approved, in light of the intellectual property rights of others; |
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• |
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developments relating to the use of exosomes to develop therapeutics; |
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• |
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the success of competing therapies that are or become available; |
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• |
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our ability to obtain funding for our operations, including funding necessary to complete further development and commercialization of our product candidates; |
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• |
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the commercialization of our product candidates, if approved; |
3
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our plans to research, develop and commercialize our engEx product candidates and enhance the capabilities of our engEx Platform; |
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our ability to attract collaborators with development, regulatory and commercialization expertise; |
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future agreements with third parties in connection with the commercialization of our product candidates and any other approved product; |
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the rate and degree of market acceptance of our product candidates; |
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• |
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regulatory developments in the United States and foreign countries; |
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• |
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our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately; |
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• |
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our ability to attract and retain key scientific or management personnel; |
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• |
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our expectations regarding the time during which we will be an emerging growth company under the JOBS Act; |
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the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
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• |
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the impact of laws and regulations; and |
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• |
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the direct or indirect impact of the COVID-19 pandemic on our business, operations, and the markets and communities in which we and our partners, collaborators, vendors and customers operate. |
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed above under “Summary of the Material Risks Associated with Our Business” and under the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.
The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. While we are not aware of any misstatements regarding any third-party information presented in this Quarterly Report on Form 10-Q, their estimates, in particular as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
4
CODIAK BIOSCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
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SEPTEMBER 30, 2020 |
|
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DECEMBER 31, 2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
|
$ |
48,339 |
|
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$ |
10,316 |
|
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Investments |
|
|
— |
|
|
|
73,065 |
|
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Restricted cash |
|
|
— |
|
|
|
367 |
|
|
Prepaid expenses and other current assets |
|
|
4,022 |
|
|
|
10,370 |
|
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Total current assets |
|
|
52,361 |
|
|
|
94,118 |
|
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Property and equipment, net |
|
|
31,544 |
|
|
|
17,626 |
|
|
Restricted cash, net of current portion |
|
|
4,170 |
|
|
|
4,170 |
|
|
Operating lease right-of-use assets |
|
|
22,226 |
|
|
|
— |
|
|
Other non-current assets |
|
|
50 |
|
|
|
48 |
|
|
Total assets |
|
$ |
110,351 |
|
|
$ |
115,962 |
|
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Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit |
|
|
|
|
|
|
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Current liabilities: |
|
|
|
|
|
|
|
|
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Accounts payable |
|
$ |
2,488 |
|
|
$ |
2,381 |
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|
Accrued expenses |
|
|
23,858 |
|
|
|
15,818 |
|
|
Deferred revenue |
|
|
6,268 |
|
|
|
742 |
|
|
Deferred rent |
|
|
— |
|
|
|
814 |
|
|
Operating lease liabilities |
|
|
1,778 |
|
|
|
— |
|
|
Total current liabilities |
|
|
34,392 |
|
|
|
19,755 |
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
|
Deferred revenue, net of current portion |
|
|
58,069 |
|
|
|
54,870 |
|
|
Note payable, net of discount |
|
|
24,825 |
|
|
|
9,572 |
|
|
Deferred rent, net of current portion |
|
|
— |
|
|
|
9,814 |
|
|
Operating lease liabilities, net of current portion |
|
|
37,102 |
|
|
|
— |
|
|
Total liabilities |
|
|
154,388 |
|
|
|
94,011 |
|
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
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Series A redeemable convertible preferred stock, $0.0001 par value; 33,200,000 shares authorized as of September 30, 2020 and December 31, 2019; 33,200,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation value as of September 30, 2020 and December 31, 2019 of $46,162 and $44,169, respectively |
|
|
46,162 |
|
|
|
44,169 |
|
|
Series B redeemable convertible preferred stock, $0.0001 par value; 21,400,000 shares authorized as of September 30, 2020 and December 31, 2019; 20,583,328 and 20,520,828 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively; liquidation value as of September 30, 2020 and December 31, 2019 of $84,769 and $80,874, respectively |
|
|
84,769 |
|
|
|
81,108 |
|
|
Series C redeemable convertible preferred stock, $0.0001 par value; 20,204,100 shares authorized as of September 30, 2020 and December 31, 2019; 20,204,079 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation value as of September 30, 2020 and December 31, 2019 of $94,102 and $89,507, respectively |
|
|
94,102 |
|
|
|
89,507 |
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 150,000,000 shares authorized as of September 30, 2020 and 120,000,000 shares authorized as of December 31, 2019; 3,195,355 and 2,997,040 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
|
— |
|
|
|
— |
|
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Additional paid-in capital |
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|
1,063 |
|
|
|
2 |
|
|
Accumulated other comprehensive income |
|
|
— |
|
|
|
43 |
|
|
Accumulated deficit |
|
|
(270,133 |
) |
|
|
(192,878 |
) |
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Total stockholders’ deficit |
|
|
(269,070 |
) |
|
|
(192,833 |
) |
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Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
|
$ |
110,351 |
|
|
$ |
115,962 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
|
|
|
THREE MONTHS ENDED SEPTEMBER 30, |
|
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NINE MONTHS ENDED SEPTEMBER 30, |
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2020 |
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2019 |
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|
2020 |
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2019 |
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Revenue: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Collaboration revenue |
|
$ |
954 |
|
|
$ |
151 |
|
|
$ |
1,275 |
|
|
$ |
238 |
|
|
Total revenue |
|
|
954 |
|
|
|
151 |
|
|
|
1,275 |
|
|
|
238 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
30,640 |
|
|
|
16,546 |
|
|
|
60,653 |
|
|
|
41,794 |
|
|
General and administrative |
|
|
5,342 |
|
|
|
4,835 |
|
|
|
13,933 |
|
|
|
16,786 |
|
|
Total operating expenses |
|
|
35,982 |
|
|
|
21,381 |
|
|
|
74,586 |
|
|
|
58,580 |
|
|
Loss from operations |
|
|
(35,028 |
) |
|
|
(21,230 |
) |
|
|
(73,311 |
) |
|
|
(58,342 |
) |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
4 |
|
|
|
344 |
|
|
|
246 |
|
|
|
1,145 |
|
|
Interest expense |
|
|
(607 |
) |
|
|
(3 |
) |
|
|
(1,196 |
) |
|
|
(3 |
) |
|
Other income |
|
|
338 |
|
|
|
226 |
|
|
|
553 |
|
|
|
878 |
|
|
Total other income (expense), net |
|
|
(265 |
) |
|
|
567 |
|
|
|
(397 |
) |
|
|
2,020 |
|
|
Net loss |
|
$ |
(35,293 |
) |
|
$ |
(20,663 |
) |
|
$ |
(73,708 |
) |
|
$ |
(56,322 |
) |
|
Cumulative dividends on redeemable convertible preferred stock |
|
|
(3,457 |
) |
|
|
(3,454 |
) |
|
|
(10,296 |
) |
|
|
(10,247 |
) |
|
Net loss attributable to common stockholders |
|
$ |
(38,750 |
) |
|
$ |
(24,117 |
) |
|
$ |
(84,004 |
) |
|
$ |
(66,569 |
) |
|
Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
(12.83 |
) |
|
$ |
(8.05 |
) |
|
$ |
(27.92 |
) |
|
$ |
(22.29 |
) |
|
Weighted average common shares outstanding, basic and diluted |
|
|
3,020,055 |
|
|
|
2,995,917 |
|
|
|
3,008,576 |
|
|
|
2,986,889 |
|
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(35,293 |
) |
|
$ |
(20,663 |
) |
|
$ |
(73,708 |
) |
|
$ |
(56,322 |
) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on investments, net of tax of $0 |
|
|
— |
|
|
|
(8 |
) |
|
|
(43 |
) |
|
|
72 |
|
|
Total other comprehensive income (loss) |
|
|
— |
|
|
|
(8 |
) |
|
|
(43 |
) |
|
|
72 |
|
|
Comprehensive loss |
|
$ |
(35,293 |
) |
|
$ |
(20,671 |
) |
|
$ |
(73,751 |
) |
|
$ |
(56,250 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
(Unaudited)
|
|
|
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
|
COMMON STOCK |
|
|
ADDITIONAL PAID-IN |
|
|
ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) |
|
|
ACCUM- ULATED |
|
|
TOTAL STOCK- HOLDERS |
|
||||||||||||||||||||||||
|
|
|
SHARES |
|
|
AMOUNT |
|
|
SHARES |
|
|
AMOUNT |
|
|
SHARES |
|
|
AMOUNT |
|
|
|
SHARES |
|
|
AMOUNT |
|
|
CAPITAL |
|
|
INCOME |
|
|
DEFICIT |
|
|
DEFICIT |
|
||||||||||||
|
|
|
Three Months Ended September 30, 2020 |
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Balance at June 30, 2020 |
|
|
33,200,000 |
|
|
$ |
45,493 |
|
|
|
20,583,328 |
|
|
$ |
83,524 |
|
|
|
20,204,079 |
|
|
$ |
92,559 |
|
|
|
|
3,010,852 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
(234,840 |
) |
|
$ |
(234,838 |
) |
|
Issuance of common stock in connection with license agreement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
177,318 |
|
|
|
— |
|
|
|
2,660 |
|
|
|
— |
|
|
|
— |
|
|
|
2,660 |
|
|
Exercise of options to purchase common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
7,185 |
|
|
|
— |
|
|
|
38 |
|
|
|
— |
|
|
|
— |
|
|
|
38 |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1,820 |
|
|
|
— |
|
|
|
— |
|
|
|
1,820 |
|
|
Accretion of redeemable convertible preferred stock to redemption value |
|
|
— |
|
|
|
669 |
|
|
|
— |
|
|
|
1,245 |
|
|
|
— |
|
|
|
1,543 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(3,457 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,457 |
) |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(35,293 |
) |
|
|
(35,293 |
) |
|
Balance at September 30, 2020 |
|
|
33,200,000 |
|
|
$ |
46,162 |
|
|
|
20,583,328 |
|
|
$ |
84,769 |
|
|
|
20,204,079 |
|
|
$ |
94,102 |
|
|
|
|
3,195,355 |
|
|
$ |
— |
|
|
$ |
1,063 |
|
|
$ |
— |
|
|
$ |
(270,133 |
) |
|
$ |
(269,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019 |
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Balance at June 30, 2019 |
|
|
33,200,000 |
|
|
$ |
42,830 |
|
|
|
20,520,828 |
|
|
$ |
78,487 |
|
|
|
20,204,079 |
|
|
$ |
86,421 |
|
|
|
|
2,995,917 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
71 |
|
|
$ |
(148,387 |
) |
|
$ |
(148,314 |
) |
|
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
70 |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
2,349 |
|
|
|
— |
|
|
|
— |
|
|
|
2,349 |
|
|
Accretion of redeemable convertible preferred stock to redemption value |
|
|
— |
|
|
|
669 |
|
|
|
— |
|
|
|
1,240 |
|
|
|
— |
|
|
|
1,543 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(2,349 |
) |
|
|
— |
|
|
|
(1,103 |
) |
|
|
(3,452 |
) |
|
Other comprehensive income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
(8 |
) |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20,663 |
) |
|
|
(20,663 |
) |
|
Balance at September 30, 2019 |
|
|
33,200,000 |
|
|
$ |
43,499 |
|
|
|
20,520,828 |
|
|
$ |
79,797 |
|
|
|
20,204,079 |
|
|
$ |
87,964 |
|
|
|
|
2,995,917 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
63 |
|
|
$ |
(170,153 |
) |
|
$ |
(170,088 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
(Unaudited)
|
|
|
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK |
|
|
|
COMMON STOCK |
|
|
ADDITIONAL PAID-IN |
|
|
ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) |
|
|
ACCUM- ULATED |
|
|
TOTAL STOCK- HOLDERS |
|
||||||||||||||||||||||||
|
|
|
SHARES |
|
|
AMOUNT |
|
|
SHARES |
|
|
AMOUNT |
|
|
SHARES |
|
|
AMOUNT |
|
|
|
SHARES |
|
|
AMOUNT |
|
|
CAPITAL |
|
|
INCOME |
|
|
DEFICIT |
|
|
DEFICIT |
|
||||||||||||
|
|
|
Nine Months Ended September 30, 2020 |
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Balance at December 31, 2019 |
|
|
33,200,000 |
|
|
$ |
44,169 |
|
|
|
20,520,828 |
|
|
$ |
81,108 |
|
|
|
20,204,079 |
|
|
$ |
89,507 |
|
|
|
|
2,997,040 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
43 |
|
|
$ |
(192,878 |
) |
|
$ |
(192,833 |
) |
|
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement |
|
|
— |
|
|
|
— |
|
|
|
62,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock in connection with license agreement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
177,318 |
|
|
|
— |
|
|
|
2,660 |
|
|
|
— |
|
|
|
— |
|
|
|
2,660 |
|
|
Exercise of options to purchase common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
20,997 |
|
|
|
— |
|
|
|
142 |
|
|
|
— |
|
|
|
— |
|
|
|
142 |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
4,961 |
|
|
|
— |
|
|
|
— |
|
|
|
4,961 |
|
|
Accretion of redeemable convertible preferred stock to redemption value |
|
|
— |
|
|
|
1,993 |
|
|
|
— |
|
|
|
3,661 |
|
|
|
— |
|
|
|
4,595 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(6,702 |
) |
|
|
— |
|
|
|
(3,547 |
) |
|
|
(10,249 |
) |
|
Other comprehensive income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43 |
) |
|
|
— |
|
|
|
(43 |
) |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(73,708 |
) |
|
|
(73,708 |
) |
|
Balance at September 30, 2020 |
|
|
33,200,000 |
|
|
$ |
46,162 |
|
|
|
20,583,328 |
|
|
$ |
84,769 |
|
|
|
20,204,079 |
|
|
$ |
94,102 |
|
|
|
|
3,195,355 |
|
|
$ |
— |
|
|
$ |
1,063 |
|
|
$ |
— |
|
|
$ |
(270,133 |
) |
|
$ |
(269,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019 |
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Balance at December 31, 2018 |
|
|
33,200,000 |
|
|
$ |
41,738 |
|
|
|
20,479,162 |
|
|
$ |
75,900 |
|
|
|
20,204,079 |
|
|
$ |
83,385 |
|
|
|
|
2,921,268 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
(9 |
) |
|
$ |
(108,984 |
) |
|
$ |
(108,991 |
) |
|
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement |
|
|
— |
|
|
|
— |
||||||||||||||||||||||||||||||||||||||||||