Company Quick10K Filing
Morphic Holding
Price17.90 EPS-1
Shares30 P/E-29
MCap538 P/FCF-39
Net Debt-160 EBIT-18
TEV378 TEV/EBIT-21
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-03-31 Filed 2020-05-06
10-K 2019-12-31 Filed 2020-02-27
10-Q 2019-09-30 Filed 2019-11-12
10-Q 2019-06-30 Filed 2019-08-13
S-1 2019-05-30 Public Filing
8-K 2020-06-18
8-K 2020-05-06
8-K 2020-04-07
8-K 2020-03-26
8-K 2020-03-04
8-K 2020-02-27
8-K 2020-01-13
8-K 2019-11-12
8-K 2019-08-12

MORF 10Q Quarterly Report

Part I—Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Item 2. Management’S Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part Ii—Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-3.2 morf-20200331ex324625bcf.htm
EX-31.1 morf-20200331ex311fb2e86.htm
EX-31.2 morf-20200331ex31295ffb3.htm
EX-32.1 morf-20200331ex3216cf023.htm
EX-32.2 morf-20200331ex322af6c91.htm

Morphic Holding Earnings 2020-03-31

Balance SheetIncome StatementCash Flow
26519813164-3-702018201820192020
Assets, Equity
10.06.02.0-2.0-6.0-10.02018201820192020
Rev, G Profit, Net Income
1007754318-152018201820192020
Ops, Inv, Fin

10-Q 1 morf-20200331x10q.htm 10-Q mors_Current_Folio_10Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

 

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13, OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

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: 001-38940

 

MORPHIC HOLDING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of
Incorporation or Organization)

47‑3878772
(I.R.S. Employer
Identification No.)

 

35 Gatehouse Drive, A2
Waltham, MA 

(Address of Principal Executive Offices)

 

02451

(Zip Code)

 

Registrant’s telephone number, including area code: (781) 996‑0955

Not Applicable          

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MORF

The 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 (Section 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, a 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.

 

 

 

 

 

 

Large accelerated filer 

 

Accelerated filer 

Non‑accelerated filer   

 

Smaller reporting company 

 

 

 

Emerging growth company 

 

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 Exchange Act Rule 12b‑2). Yes   No 

 

 The number of shares outstanding of the registrant’s Common Stock as of May 6, 2020 was 30,602,863.

 

 

 

 

MORPHIC HOLDING, INC.

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED March 31, 2020

 

 

 

 

 

    

Page

 

 

 

Part I—Financial Information 

 

2

Item 1—Condensed Consolidated Financial Statements (unaudited) 

 

2

Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 

 

2

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2020 and 2019 

 

3

Condensed Consolidated Statements of Preferred Shares and Stockholders’ Equity (Deficit) for the three months ended March 31, 2019 

 

4

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2020 

 

5

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 

 

6

Notes to Unaudited Condensed Consolidated Financial Statements 

 

7

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

18

Item 3—Quantitative and Qualitative Disclosures about Market Risk 

 

28

Item 4—Controls and Procedures 

 

28

 

 

 

Part II—Other Information 

 

30

Item 1—Legal Proceedings 

 

30

Item 1A—Risk Factors 

 

30

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds 

 

82

Item 3—Defaults Upon Senior Securities 

 

83

Item 4—Mine Safety Disclosures 

 

83

Item 5—Other Information 

 

83

Item 6—Exhibits 

 

84

Signatures 

 

85

 

 

 

 

 

1

 

PART I—FINANCIAL INFORMATION

 

Item 1.  Condensed Consolidated Financial Statements (unaudited)

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31,

 

    

2020

    

2019

Assets

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

107,035

 

$

101,559

Marketable securities

 

 

111,977

 

 

135,457

Accounts receivable

 

 

3,685

 

 

3,467

Prepaid expenses and other current assets

 

 

2,856

 

 

3,090

Total current assets

 

 

225,553

 

 

243,573

 

 

 

 

 

 

 

Property and equipment, net

 

 

3,222

 

 

3,446

Restricted cash

 

 

275

 

 

275

Other assets

 

 

108

 

 

141

Total assets

 

$

229,158

 

$

247,435

Liabilities

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

4,623

 

$

5,167

Accrued expenses

 

 

5,615

 

 

6,639

Deferred revenue, current portion

 

 

26,497

 

 

23,450

Deferred rent, current portion

 

 

106

 

 

94

Total current liabilities

 

 

36,841

 

 

35,350

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

Deferred revenue, net of current portion

 

 

64,002

 

 

70,954

Deferred rent, net of current portion

 

 

180

 

 

213

Total liabilities

 

 

101,023

 

 

106,517

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

  

 

 

  

Preferred shares, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2020 and December 31, 2019

 

 

 —

 

 

 —

Common shares, $0.0001 par value, 400,000,000 shares authorized, 30,283,725 shares issued and outstanding as of March 31, 2020 and 30,110,251 shares issued and outstanding as of December 31, 2019

 

 

 3

 

 

 3

Additional paid‑in capital

 

 

241,776

 

 

238,384

Accumulated deficit

 

 

(114,259)

 

 

(97,513)

Accumulated other comprehensive income

 

 

615

 

 

44

Total stockholders’ equity

 

 

128,135

 

 

140,918

Total liabilities and stockholders’ equity

 

$

229,158

 

$

247,435

 

 

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

2

 

MORPHIC HOLDING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

    

2020

    

2019

 

 

 

 

 

 

 

Collaboration revenue - AbbVie

 

$

3,392

 

$

5,570

Collaboration revenue - Janssen

 

 

2,202

 

 

498

 

 

 

5,594

 

 

6,068

Operating expenses:

 

 

  

 

 

  

Research and development

 

 

18,960

 

 

10,370

General and administrative

 

 

4,423

 

 

1,832

Total operating expenses

 

 

23,383

 

 

12,202

Loss from operations

 

 

(17,789)

 

 

(6,134)

Other income:

 

 

  

 

 

  

Interest income, net

 

 

886

 

 

1,063

Total other income, net

 

 

886

 

 

1,063

Loss before benefit from (provision for) income taxes

 

 

(16,903)

 

 

(5,071)

Benefit from (provision for) income taxes

 

 

157

 

 

(129)

Net loss

 

$

(16,746)

 

$

(5,200)

Net loss per share, basic and diluted

 

 

(0.55)

 

 

(2.77)

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic and diluted

 

 

30,188,575

 

 

1,879,986

 

 

 

 

 

 

 

Comprehensive loss:

 

 

  

 

 

  

Net loss

 

$

(16,746)

 

$

(5,200)

Other comprehensive income:

 

 

 

 

 

 

Unrealized holding gains on marketable securities

 

 

571

 

 

25

Total other comprehensive income

 

 

571

 

 

25

Comprehensive loss

 

$

(16,175)

 

$

(5,175)

 

 

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

 

 

3

MORPHIC HOLDING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED SHARES AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series Seed

 

Series A

 

Series B

 

Common

 

Additional

 

 

 

 

Accumulated

 

Total

 

 

Preferred Shares

 

Preferred Shares

 

Preferred Shares

 

Shares

 

Paid‑in

 

Accumulated

 

Other

 

Stockholders’

 

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Comprehensive Income

  

Deficit

Balance at December 31, 2018

 

2,045,556

 

 

8,658

 

8,411,368

 

 

51,320

 

10,553,483

 

 

79,831

 

1,832,923

 

 

 —

 

$

1,633

 

$

(54,185)

 

$

 —

 

$

(52,552)

Equity-based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

499

 

 

 —

 

 

 —

 

 

499

Vesting of restricted shares

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

99,911

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Unrealized holding gains on marketable securities

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

25

 

 

25

Net Loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(5,200)

 

 

 —

 

 

(5,200)

Balance at March 31, 2019

 

2,045,556

 

 

8,658

 

8,411,368

 

 

51,320

 

10,553,483

 

 

79,831

 

1,932,834

 

 

 —

 

$

2,132

 

$

(59,385)

 

$

25

 

$

(57,228)

 

 

 

 

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

 

4

MORPHIC HOLDING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Continued)

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

 

Additional

 

 

 

 

Accumulated

 

Total

 

 

Shares

 

Paid‑in

 

Accumulated

 

Other

 

Stockholders’

 

  

Shares

  

Amount

  

Capital

  

Deficit

  

Comprehensive Income

  

Equity

Balance at December 31, 2019

 

30,110,251

 

$

 3

 

$

238,384

 

$

(97,513)

 

$

44

 

$

140,918

Equity‑based compensation expense

 

 —

 

 

 —

 

 

2,544

 

 

 —

 

 

 —

 

 

2,544

Vesting of restricted shares

 

84,247

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Issuance of common shares upon stock option exercise

 

35,822

 

 

 —

 

 

167

 

 

 —

 

 

 —

 

 

167

Issuance of common stock under the Employee Stock Purchase Plan

 

53,405

 

 

 —

 

 

681

 

 

 —

 

 

 —

 

 

681

Unrealized holding gains on marketable securities

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

571

 

 

571

Net Loss

 

 —

 

 

 —

 

 

 —

 

 

(16,746)

 

 

 —

 

 

(16,746)

Balance at March 31, 2020

 

30,283,725

 

$

 3

 

$

241,776

 

$

(114,259)

 

$

615

 

$

128,135

 

 

 

 

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

 

 

 

 

 

 

 

5

MORPHIC HOLDING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

    

2020

    

2019

Cash flows from operating activities:

 

 

  

 

 

  

Net loss

 

$

(16,746)

 

$

(5,200)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

  

 

 

  

Depreciation and amortization

 

 

283

 

 

166

Premium amortization and discount accretion on marketable securities

 

 

139

 

 

(516)

Equity‑based compensation

 

 

2,544

 

 

499

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(218)

 

 

(378)

Prepaid expenses and other current assets

 

 

279

 

 

(58)

Other assets

 

 

33

 

 

 9

Accounts payable

 

 

(307)

 

 

1,142

Accrued expenses

 

 

(1,024)

 

 

224

Deferred revenue

 

 

(3,905)

 

 

4,309

Deferred rent

 

 

(21)

 

 

(9)

Net cash (used in) provided by operating activities

 

 

(18,943)

 

 

188

Cash flows from investing activities:

 

 

  

 

 

  

Purchases of marketable securities

 

 

(9,089)

 

 

(143,111)

Proceeds from maturities of marketable securities

 

 

33,000

 

 

 —

Purchase of property and equipment

 

 

(295)

 

 

(559)

Net cash provided by (used in) investing activities

 

 

23,616

 

 

(143,670)

Cash flows from financing activities:

 

 

  

 

 

  

Proceeds from issuance of Common Stock pursuant to stock options exercise

 

 

122

 

 

 —

Proceeds from issuance of Common Stock under Employee Stock Purchase Plan

 

 

681

 

 

 —

Net cash provided by financing activities

 

 

803

 

 

 —

Net (decrease) increase in cash and cash equivalents and restricted cash

 

 

5,476

 

 

(143,482)

Cash and cash equivalents and restricted cash, beginning of period

 

 

101,834

 

 

186,176

Cash and cash equivalents and restricted cash, end of period

 

$

107,310

 

$

42,694

 

 

 

 

 

 

 

Non-cash investing activities:

 

 

  

 

 

  

Purchases of property and equipment in accounts payable and accrued expenses

 

$

30

 

$

 —

Non-cash financing activities:

 

 

 

 

 

 

Amounts from exercise of stock options included in prepaid expenses and other current assets

 

$

45

 

$

 —

Supplemental cash flow information:

 

 

  

 

 

  

Cash paid for taxes

 

$

480

 

$

 —

 

 

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

 

 

 

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Nature of the Business and Basis of Presentation

Organization

Morphic Holding, Inc. (the “Company”) was formed under the laws of the State of Delaware in August 2014. The Company is a biopharmaceutical company applying proprietary insights into integrin medicine to discover and develop first-in-class oral small molecule integrin therapeutics. Integrins are a validated target class with multiple approved drugs for the treatment of serious chronic diseases. Despite significant biopharmaceutical industry investment, no oral integrin therapies have been approved. The Company has created the Morphic integrin technology platform, or MInT Platform, by leveraging our unique understanding of integrin structure and biology, to develop a pipeline of novel product candidates designed to achieve potency, high selectivity, and the pharmaceutical properties required for oral administration.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company expects to continue to incur losses from operations for the foreseeable future; the Company expects that its cash and cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements through at least the next 12 months from the date these financial statements were issued.

On July 1, 2019, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 6,900,000 shares of its common stock at a public offering price of $15.00 per share, including 900,000 shares of common stock sold pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock, for aggregate gross proceeds of $103.5 million. The Company raised approximately $93.3 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 21,010,407 shares of common stock; the warrants to purchase 6,825 convertible preferred shares automatically converted into warrants to purchase 6,825 common shares. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. In connection with the closing of the IPO, the Company amended and restated its Fourth Amended and Restated Certificate of Incorporation to change the authorized capital stock to 400,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock, all with a par value of $0.0001 per share. 

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Morphic Holding, Inc. and its wholly owned subsidiaries described above. All intercompany balances have been eliminated in consolidation.

On June 10, 2019, the Company's board of directors and stockholders approved a 5.8311-to-one reverse stock split of the Company's issued and outstanding shares of common stock and convertible preferred stock. All unit, per unit, share and per share amounts in the consolidated financial statements and notes thereto have been retrospectively adjusted for all periods presented to give effect of the reverse stock split.

 

The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards

7

Board (“FASB”). Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods ended March 31, 2020 and 2019.

 

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2020.

Use of Estimates and Summary of Significant Accounting Policies

The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the related reporting of revenues and expenses during the reporting period. Significant estimates of accounting reflected in these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued research and development expenses, the valuation of equity‑based compensation, and income taxes. Actual results could differ from those estimates.

Significant accounting policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2020 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s 2019 Annual Report on Form 10-K.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying Accounting for Income Taxes, a new standard intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective January 1, 2020, using the prospective method. Adoption of the standard did not have a material impact on the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements not yet Adopted

As an “emerging growth company,” or EGC, under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, the Company has made an election under Section 107 of the JOBS Act to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. Thus, the Company follows requirements applicable to the private companies for adopting new and updated accounting standards.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”), which finalizes effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies as follows:

·

January 1, 2023 as the effective date for adoption of the Topic 326 for annual and interim reporting periods;

8

·

January 1, 2021 and January 1, 2022 as the effective dates for adoption of the Topic 815 amendments for annual and interim periods, respectively; and

·

January 1, 2021 and January 1, 2022 as the effective dates for adoption of the Topic 842 for annual and interim periods, respectively.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326) (“ASU 2016-13”), which requires consideration of a broader range of reasonable and supportable information in developing credit loss estimates. In April 2019, the FASB issued ASU 2019-04, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). Certain provisions of ASU 2019-04 amend the guidance of ASU 2016-13, are applicable to the Company’s investments portfolio, and allow the Company to make certain accounting policy elections regarding establishing allowance for credit losses for the accrued interest receivable and the corresponding disclosures. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2019-11”), which clarifies certain areas of the guidance to ensure all companies and organizations can make a smoother transition to the standard. Following the issuance of ASU 2019-10 described above, the guidance is effective for the Company for the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be adopted using the modified retrospective approach. The Company is currently evaluating the impact of ASU 2019-11 and the related ASU 2019-04 and ASU 2016-13 on the consolidated financial statements, including the impact of the available accounting policy elections.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), with guidance regarding the accounting for and disclosure of leases. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. This update also requires lessees and lessors to disclose key information about their leasing transactions. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, intended to ease the implementation of the new lease standard for financial statement preparers by, among other things, allowing for an additional transition method. In lieu of presenting transition requirements to comparative periods, as previously required, an entity may now elect to show a cumulative effect adjustment on the date of adoption without the requirement to recast prior period financial statements or disclosures presented in accordance with ASU 2016-02.

The Company currently expects to elect the available package of practical expedients which allows the Company to not reassess previous accounting conclusions around whether arrangements are or contain leases, the classification of leases, and the treatment of initial direct costs. The Company also expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company is in the process of assessing the impact of the standard and while not complete, it expects that it will record a material asset and liability related to its current operating lease; however, the full impact of adoption to the Company’s financial statements is yet to be determined. Effective with the issuance of ASU 2019-10, described above, this standard is effective for the Company for the annual periods beginning after December 15, 2020, which will be the initial date of application, and interim periods within fiscal years beginning after December 15, 2021.  

 

3. Fair Value of Financial Assets and Liabilities

The Company has certain financial assets and liabilities that are recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements:

·

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

 

·

Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

 

9

·

Level 3 — Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use.

 

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

 

The tables below present information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 (in thousands) and indicate the level within the fair value hierarchy where each measurement is classified.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at March 31, 2020

 

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

 

 

 

 

 

  

 

 

  

 

 

  

Money market funds, included in cash and cash equivalents

 

$

106,807

 

$

106,807

 

$

 —

 

$

 —

U.S. Treasury obligations

 

 

111,977

 

 

 —

 

 

111,977

 

 

 —

Total assets

 

$

218,784

 

$

106,807

 

$

111,977

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019

 

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

 

 

  

 

 

  

 

 

  

 

 

  

Money market funds, included in cash and cash equivalents

 

$

91,332

 

$

91,332

 

$

 —

 

$

 —

U.S. Treasury obligations, included in cash and cash equivalents

 

 

9,995

 

 

 —

 

 

9,995

 

 

 —

U.S. Treasury obligations

 

 

135,457

 

 

 —

 

 

135,457

 

 

 —

Total assets

 

$

236,784

 

$

91,332

 

$

145,452

 

$

 —

 

The money market funds included in the table above invest in U.S. government securities that are valued using quoted market prices. Accordingly, money market funds are categorized as Level 1 as of March 31, 2020 and December 31, 2019. Marketable securities included in the table above consist exclusively of U.S. Treasury securities that are valued using prices provided by third party pricing vendors, using observable market inputs such as interest rates, yield curves, and credit risk. Accordingly, these securities are categorized as Level 2 as of March 31, 2020 and December 31, 2019. During the three months ended March 31, 2020, no assets were transferred between the fair value hierarchy categories. The Company had no liabilities measured at fair value on recurring basis at March 31, 2020 or December 31, 2019.

 

The Company believes that the carrying amounts of the Company’s consolidated financial instruments, including prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term nature of those instruments.

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4. Marketable securities

 

The following tables summarize the Company’s investments in marketable securities classified as available for sale (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020

 

 

 

 

 

 

 

Gross

 

Gross

 

Aggregate

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

estimated

 

    

Maturity

    

cost

    

holding gains

    

holding losses

    

fair value

U.S. Treasury securities

 

less than 1 year

 

$

111,336

 

$

641

 

$

 —

 

$

111,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2019

 

 

 

 

 

 

 

Gross

 

Gross

 

Aggregate

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

estimated

 

    

Maturity

    

cost

    

holding gains

    

holding losses

    

fair value

U.S. Treasury securities

 

less than 1 year

 

$

135,389

 

$

70

 

$

(2)

 

$

135,457

 

As of March 31, 2020, the Company held no marketable securities in an unrealized loss position. As of December 31, 2019, the aggregate fair value of three securities in an unrealized loss position was $30.2 million and the aggregate unrealized losses were $2,000.   Th

e value.

5. Cash, Cash Equivalents, and Restricted Cash

Restricted cash consists of a letter of credit in the amount of $275,000 issued to the landlord of the Company’s facility lease. The terms of the letter of credit extend beyond one year. The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the statements of cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

March 31, 

 

December 31, 

 

 

2020

    

2019

             

2019

    

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

107,035

 

$

101,559

 

$

42,419

 

$

185,901

Restricted cash

 

 

275

 

 

275

 

 

275

 

 

275

Total cash, cash equivalents, and restricted cash

 

$

107,310

 

$

101,834

 

$

42,694

 

$

186,176

 

 

6. Accrued Expenses

At March 31, 2020 and December 31, 2019 accrued expenses consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

    

2020

    

2019

Payroll and related expenses

 

$

1,891

 

$

3,159

Research and development activities

 

 

3,005

 

 

2,465

Other expenses

 

 

719

 

 

1,015

 

 

$

5,615

 

$

6,639

 

 

 

7. Equity Based Compensation

In connection with the Company’s initial public offering in July 2019, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”) in June 2019, which replaced the 2018 Stock Incentive Plan. The 2019 Plan provides for the grant

11

of stock options, restricted stock awards, stock bonus awards, cash awards, stock appreciation right, RSUs, and performance awards to directors, officers and employees of the Company, as well as consultants and advisors of the Company. On January 1, 2020, the number of shares of common stock available for issuance under the 2019 Plan increased by 1,204,410 shares as a result of the automatic increase provision of the 2019 Plan. As of March 31, 2020, there were a total of 1,796,999 shares available for future award grants under the 2019 Plan.

 

The Company recognized equity-based compensation expense in the condensed consolidated statements of operations and comprehensive loss, by award type, as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2020

    

2019

    ESPP

 

$

110

 

$

 —

    Restricted stock

 

 

562

 

 

187

    Stock option

 

 

1,872

 

 

312

 

 

$

2,544

 

$

499

 

The following table summarizes the allocation of equity-based compensation expense in the condensed consolidated statements of operations and comprehensive loss, by expense category:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2020

    

2019

Research and development expense

 

$

1,792

 

$

282

General and administrative expense

 

 

752

 

 

217

 

 

$

2,544

 

$

499

 

Restricted Common Stock

The following table summarizes the restricted stock awards activity during the three months ended March 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average Fair

 

 

Number

 

Value per Share

 

    

of Shares

    

at Issuance

Unvested restricted common stock as of December 31, 2019

 

379,770

 

$

4.32

Granted

 

 —

 

 

 —

Vested

 

(84,247)

 

 

4.32

Forfeited

 

(12,694)

 

 

4.32

Unvested restricted common stock as of March 31, 2020

 

282,829

 

$

4.32

 

 

As of March 31, 2020, the Company had unrecognized equity‑based compensation expense of $752,000 related to the restricted stock awards, which is expected to be recognized over a weighted average period of 0.6 years.

12

Restricted Stock Units

During the three months ended March 31, 2020, the Company granted restricted stock units. The following table summarizes the restricted stock units activity during the three months ended March 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average Fair

 

 

Number

 

Value per Share

 

 

of Shares

    

at Issuance

Unvested restricted common stock units as of December 31, 2019

 

 —

 

$

 —

Granted

 

66,216

 

 

10.84

Vested

 

 —

 

 

 —

Forfeited

 

 —

 

 

 —

Unvested restricted common stock units as of March 31, 2020

 

66,216

 

$

10.84

 

As of March 31, 2020, the Company had unrecognized equity‑based compensation expense of $708,000 related to the restricted stock units, which is expected to be recognized over a weighted average period of 3.2 years.

Stock Options

The following table summarizes the Company’s stock option activity during the three months ended March 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

Number of

 

Average

 

Remaining

 

Aggregate

 

    

Shares

    

Exercise Price

    

Contractual Term

    

Intrinsic Value

 

 

 

 

 

 

 

(in years)

 

(in thousands)

Outstanding as of December 31, 2019

 

2,987,403

 

$

8.67

 

9.22

 

$

26,254

Granted

 

1,468,885

 

 

14.68

 

 —

 

 

 —

Exercised

 

(35,822)

 

 

4.67

 

 —

 

 

 —

Forfeited

 

(64,917)

 

 

6.24

 

 —

 

 

 —

Outstanding as of March 31, 2020

 

4,355,549

 

$

10.77

 

9.19

 

$

20,121

Options vested and expected to vest as of March 31, 2020

 

4,355,549

 

$

10.77

 

9.19

 

$

20,121

Options exercisable as of March 31, 2020

 

655,162

 

$

5.31

 

8.28

 

$

6,165

 

 

As of March 31, 2020, the Company had unrecognized equity‑based compensation expense of $27.5 million related to stock options issued to employees and non-employees, which is expected to be recognized over a weighted average period of 3.2 years.

The weighted average grant‑date fair value per share of stock options granted to employees and non-employees for stock option awards with service‑based vesting conditions during the three months ended March 31, 2020 was $10.02 per share.

13

The following table summarizes assumptions used in determining the fair value of the options granted during the three months ended March 31, 2020:

 

 

 

 

Three months ended

 

March 31,

 

2020

Risk‑free interest rate

0.48%

Expected dividend yield

-

Expected term (in years)

6.0

Expected Volatility

80.85%

 

The Company determined the volatility for options granted in 2020 based on reported data for a guideline group of companies that issued options with substantially similar terms. The risk-free interest rate is based on a zero-coupon United States Treasury instrument with terms consistent with the expected life of the stock options. The expected term of options granted by the Company has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The Company has not paid and does not anticipate paying cash dividends on shares of common stock; therefore, the expected dividend yield is assumed to be zero.

 

ESPP

In June 2019, the Company adopted the 2019 Employee Stock Purchase Plan (“ESPP”), which became effective on June 26, 2019. The Company initially reserved 300,000 shares of common stock for sale under the ESPP. On January 1, 2020, the number of shares of common stock available for issuance under the ESPP increased by 301,102 shares as a result of the automatic increase provision of the ESPP. The ESPP is a qualified, compensatory plan under Section 423 of the Internal Revenue Code and offers substantially all employees opportunity to purchase up to $25,000 of common stock per year at 15% discount to the lower of the beginning of the offering period price or the end of the offering period price.

Compensation expense for discounted purchases under the ESPP is measured using the Black-Scholes model to compute the fair value of the lookback provision plus the purchase discount and is recognized as compensation expense over the course of the offering period. 

During the three months ended March 31, 2020, the Company granted awards with  a weighted average grant date fair value of $6.37.

 

 

8. Income Taxes

Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.

 

The Company’s ability to use its operating loss carryforwards and tax credits to offset future taxable income is subject to restrictions under Sections 382 and 383 of the United States Internal Revenue Code, or the Internal Revenue Code. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code. Such changes would limit the Company’s use of its operating loss carryforwards and tax credits. In such a situation, the Company may be required to pay income taxes, even though significant operating loss carryforwards and tax credits exist.

 

On March 27, 2020, the President signed into law the Coronavirus Aid Relief and Economic Security (“CARES”) Act. The CARES Act included several income tax changes, included allowing for the carryback of net operating losses,

14

expanding interest deductibility, and allowing for accelerated expensing of certain capital improvements.  The Company has not and does not intend to apply for a Payroll Protection Program Loan based on its current financial position.

The Company records a provision or benefit for income taxes on ordinary pre-tax income or loss based on its estimated effective tax rate for the year. Based on the forecasted net operating loss for fiscal year 2020 and the carryback allowance under the CARES Act, the Company anticipates a full recovery of the federal income tax paid for the year ended December 31, 2019. Accordingly, the Company recognized an income tax benefit of $0.2 million for the three months ended March 31, 2020.

 

The income tax expense of $0.1 million recognized for the three months ended March 31, 2019 was driven largely by the projected tax liability associated with the tax recognition of the upfront AbbVie collaboration payment received in 2018.

 

9. Commitments and Contingencies

Guarantees and Indemnifications

The Company entered, and intends to continue to enter, into separate indemnification agreements with directors, officers, and certain of key employees, in addition to the indemnification provided for in the restated certificate of incorporation and restated bylaws. These agreements, among other things, require the Company to indemnify directors, officers, and key employees for certain expenses, including attorneys' fees, judgments, penalties, fines, and settlement amounts actually incurred by these individuals in any action or proceeding arising out of their service to the Company or any of its subsidiaries or any other company or enterprise to which these individuals provide services at the Company’s request. Subject to certain limitations, the indemnification agreements also require the Company to advance expenses incurred by directors, officers, and key employees for the defense of any action for which indemnification is required or permitted.

The Company has standard indemnification arrangements in its leases for laboratory and office space that require it to indemnify the landlord against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or non-performance under the Company’s lease.

Through March 31, 2020, the Company had not experienced any losses related to these indemnification obligations, and no material claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Operating Leases

Facility Lease

The Company recognizes rent expense for the space it currently occupies and records a deferred rent obligation, representing the cumulative difference between actual rent payments and rent expense recognized ratably over the lease period, which is included in the Company’s consolidated balance sheets as of March 31, 2020 and December 31, 2019.

Minimum annual rent payments under this lease for the remaining term of the amended lease, excluding operating expenses and taxes, which are not fixed for future periods as of March 31, 2020, are as follows (in thousands):

 

 

 

 

 

 

    

Total Minimum

Year ending December 31, 

 

Lease Payments

2020

 

 

846

2021

 

 

1,175

2022

 

 

495

Total minimum lease payments

 

$

2,516

 

 

15