UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 2019
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: 001-38295
X4 PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
27-3181608 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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955 Massachusetts Avenue, 4th Floor Cambridge, Massachusetts |
02139 |
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(Address of principal executive offices) |
(Zip Code) |
(857) 529-8300
(Registrant’s telephone number, including area code)
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 |
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XFOR |
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The Nasdaq Capital 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, 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.
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 2, 2019, the registrant had 12,430,434 shares of common stock outstanding.
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Item 1. |
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5 |
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Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2019 and December 31, 2018 |
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5 |
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6 |
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7 |
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8 |
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9 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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10 |
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Item 2. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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41 |
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Item 3. |
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54 |
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Item 4. |
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54 |
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Item 1. |
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56 |
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Item 1A. |
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56 |
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Item 2. |
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56 |
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Item 3. |
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56 |
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Item 4. |
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56 |
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Item 5. |
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56 |
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Item 6. |
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57 |
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59 |
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2
On March 13, 2019, X4 Pharmaceuticals, Inc. (formerly Arsanis, Inc), or the Company, completed its business combination in accordance with the terms of the Agreement and Plan of Merger, dated as of November 26, 2018, as amended on December 20, 2018 and March 8, 2019, or the Merger Agreement, by and among the Company, X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) and Artemis AC Corp., a Delaware corporation and a wholly owned subsidiary of the Company, or the Merger Sub, pursuant to which, among other matters, Merger Sub merged with and into X4 Therapeutics, Inc., with X4 Therapeutics, Inc. continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger, or the Merger. Following the Merger, on March 13, 2019, the Company effected a 1-for-6 reverse stock split of its common stock, or the Reverse Stock Split, and changed its name to “X4 Pharmaceuticals, Inc.” Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by X4 Therapeutics, Inc., which is a clinical-stage biopharmaceutical company focused on the research, development and commercialization of novel therapeutics for the treatment of rare diseases.
Unless otherwise noted, all references to common stock share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the conversion of shares in the Merger based on an exchange ratio of 0.5702 and, the Reverse Stock Split. As used herein, the words “the Company,” “we,” “us,” and “our” refer to, for periods following the Merger, X4 Pharmaceuticals, Inc. (formerly Arsanis, Inc.), together with is direct and indirect subsidiaries, and for periods prior to the Merger, X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.), and its direct and indirect subsidiaries, as applicable. In addition, the word “Arsanis” refers to the Company prior to the completion of the Merger, and we sometimes refer to X4 Therapeutics, Inc. as “X4.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that relate to future events or to our future operations or financial performance. Any forward-looking statement involves known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statement. Forward-looking statements include statements, other than statements of historical fact, about, among other things:
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• |
the progress, scope, cost, duration or results of our development activities, nonclinical studies and clinical trials of mavorixafor (X4P-001), X4P-002 and X4P-003 or any of our other product candidates or programs, such as the target indication(s) for development, the size, design, population, conduct, cost, objective or endpoints of any clinical trial, or the timing for initiation or completion of or availability of results from any clinical trial, including our planned trials for mavorixafor in WHIM syndrome, severe congenital neutropenia, or SCN, and Waldenström macroglobulinemia, or WM, for submission or approval of any regulatory filing or for meeting with regulatory authorities; |
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• |
the potential benefits that may be derived from any of our product candidates; |
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• |
the timing of and our ability to obtain and maintain regulatory approval of our existing product candidates, any product candidates that we may develop, and any related restrictions, limitations, or warnings in the label of any approved product candidates; |
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• |
our plans to research, develop, manufacture and commercialize our product candidates |
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• |
the timing of our regulatory filings for our product candidates, along with regulatory developments in the United States and other foreign countries; |
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• |
our commercialization, marketing and manufacturing capabilities and strategy; |
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• |
our ability to attract and retain qualified employees and key personnel; |
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• |
our competitive position; |
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• |
our expectations regarding our ability to obtain and maintain intellectual property protection; |
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• |
our estimates and expectations regarding future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements or our need for additional financing; |
3
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• |
our strategies, prospects, plans, expectations or objectives. |
Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” “scheduled” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on our estimates or projections of the future that are subject to known and unknown risks and uncertainties and other important factors that may cause our actual results, level of activity, performance, experience or achievements to differ materially from those expressed or implied by any forward-looking statement. These risks, uncertainties and other factors are described in greater detail under the caption “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated by our Current Report on Form 8-K filed on April 11, 2019 and our subsequent filings under the Exchange Act, and in other filings that we make with the Securities and Exchange Commission, or SEC. As a result of the risks and uncertainties, the results or events indicated by the forward-looking statements may not occur. We caution you not to place undue reliance on any forward-looking statement.
In addition, any forward-looking statement in this Quarterly Report represents our views only as of the date of this quarterly report and should not be relied upon as representing our views as of any subsequent date. We anticipate that subsequent events and developments may cause our views to change. Although we may elect to update these forward-looking statements publicly at some point in the future, we specifically disclaim any obligation to do so, except as required by applicable law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
4
X4 PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
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June 30, 2019 |
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December 31, 2018 |
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Assets |
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Current assets: |
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|
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Cash and cash equivalents |
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$ |
90,180 |
|
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$ |
8,134 |
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Restricted cash |
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3,163 |
|
|
|
— |
|
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Research and development incentive receivable |
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1,708 |
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|
|
— |
|
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Prepaid expenses and other current assets |
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1,598 |
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|
1,205 |
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Total current assets |
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96,649 |
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9,339 |
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Property and equipment, net |
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258 |
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|
241 |
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Intangible assets |
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4,900 |
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|
|
— |
|
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Goodwill |
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27,109 |
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|
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— |
|
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Right-of-use assets |
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|
2,187 |
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— |
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Restricted cash |
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|
2,298 |
|
|
|
364 |
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Other assets |
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|
106 |
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|
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— |
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Total assets |
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$ |
133,507 |
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$ |
9,944 |
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Liabilities, Convertible Preferred Stock, Redeemable Common Stock and Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
3,099 |
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$ |
2,969 |
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Accrued expenses |
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5,094 |
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3,251 |
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Current portion of lease liability |
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|
860 |
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— |
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Current portion of long-term debt, net of discount |
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4,151 |
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1,687 |
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Total current liabilities |
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13,204 |
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7,907 |
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Preferred stock warrant liability |
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— |
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4,947 |
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Long-term debt, including accretion, net of discount and current portion |
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21,748 |
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8,145 |
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Deferred rent |
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|
— |
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|
417 |
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Lease liability |
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|
2,369 |
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|
|
— |
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Other liabilities |
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|
18 |
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|
205 |
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Total liabilities |
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|
37,339 |
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|
|
21,621 |
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Commitments and contingencies (Note 9) |
|
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Convertible preferred stock (Series Seed, A and B), $0.001 par value; 10,000,000 and 59,413,523 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 0 and 40,079,567 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively |
|
|
— |
|
|
|
64,675 |
|
|
Redeemable common stock, $0.001 par value; 0 and 107,364 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively |
|
|
— |
|
|
|
734 |
|
|
Stockholders’ equity (deficit): |
|
|
|
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|
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Common stock, $0.001 par value. 33,333,333 and 11,070,776 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 12,429,057 and 351,652 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively |
|
|
13 |
|
|
|
— |
|
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Additional paid-in capital |
|
|
199,690 |
|
|
|
2,151 |
|
|
Accumulated other comprehensive income |
|
|
(42 |
) |
|
|
— |
|
|
Accumulated deficit |
|
|
(103,493 |
) |
|
|
(79,237 |
) |
|
Total stockholders’ equity (deficit) |
|
|
96,168 |
|
|
|
(77,086 |
) |
|
Total liabilities, convertible preferred stock, redeemable common stock and stockholders’ equity (deficit) |
|
$ |
133,507 |
|
|
$ |
9,944 |
|
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
|
|
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Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
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2019 |
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2018 |
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2019 |
|
|
2018 |
|
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Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
$ |
8,854 |
|
|
$ |
4,755 |
|
|
$ |
14,509 |
|
|
$ |
9,499 |
|
|
General and administrative |
|
|
4,560 |
|
|
|
1,621 |
|
|
|
9,343 |
|
|
|
2,987 |
|
|
Total operating expenses |
|
|
13,414 |
|
|
|
6,376 |
|
|
$ |
23,852 |
|
|
|
12,486 |
|
|
Loss from operations |
|
|
(13,414 |
) |
|
|
(6,376 |
) |
|
$ |
(23,852 |
) |
|
|
(12,486 |
) |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
394 |
|
|
|
67 |
|
|
|
463 |
|
|
|
136 |
|
|
Interest expense |
|
|
(512 |
) |
|
|
(167 |
) |
|
|
(911 |
) |
|
|
(336 |
) |
|
Change in fair value of preferred stock warrant liability |
|
|
— |
|
|
|
283 |
|
|
|
(288 |
) |
|
|
(309 |
) |
|
Change in fair value of derivative liability |
|
|
— |
|
|
|
159 |
|
|
|
183 |
|
|
|
(406 |
) |
|
Other income (expense) |
|
|
149 |
|
|
|
— |
|
|
|
149 |
|
|
|
— |
|
|
Total other income (expense), net |
|
|
31 |
|
|
|
342 |
|
|
|
(404 |
) |
|
|
(915 |
) |
|
Net loss |
|
|
(13,383 |
) |
|
|
(6,034 |
) |
|
|
(24,256 |
) |
|
|
(13,401 |
) |
|
Accruing dividends on Series A convertible preferred stock |
|
|
— |
|
|
|
(748 |
) |
|
|
(592 |
) |
|
|
(1,488 |
) |
|
Adjustment to accumulated deficit in connection with repurchase of Series Seed convertible preferred stock |
|
|
— |
|
|
|
(22 |
) |
|
|
— |
|
|
|
(22 |
) |
|
Net loss attributable to common stockholders |
|
$ |
(13,383 |
) |
|
$ |
(6,804 |
) |
|
$ |
(24,848 |
) |
|
$ |
(14,911 |
) |
|
Net loss per share attributable to common stockholders—basic and diluted |
|
$ |
(1.02 |
) |
|
$ |
(14.83 |
) |
|
$ |
(3.32 |
) |
|
$ |
(32.53 |
) |
|
Weighted average common shares outstanding—basic and diluted |
|
|
13,177,235 |
|
|
|
458,718 |
|
|
|
7,479,178 |
|
|
|
458,346 |
|
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
6
X4 PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
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|
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
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Net loss |
|
$ |
(13,383 |
) |
|
$ |
(6,034 |
) |
|
$ |
(24,256 |
) |
|
$ |
(13,401 |
) |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments |
|
|
(65 |
) |
|
|
— |
|
|
|
(42 |
) |
|
|
— |
|
|
Total comprehensive loss |
|
$ |
(13,448 |
) |
|
$ |
(6,034 |
) |
|
$ |
(24,298 |
) |
|
$ |
(13,401 |
) |
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements
7
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share amounts)
(Unaudited)
|
|
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Series Seed, A and B Convertible Preferred |
|
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Redeemable Common Stock |
|
|
|
Common Stock |
|
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Additional Paid-In |
|
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Accumulated Other Comprehensive |
|
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Accumulated |
|
|
Total Stockholders’ (Deficit) |
|
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Shares |
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Amount |
|
|
Shares |
|
|
Amount |
|
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|
Shares |
|
|
Amount |
|
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Capital |
|
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Income (Loss) |
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Deficit |
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Equity |
|
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|
Balance at December 31, 2018 |
|
|
40,079,567 |
|
|
$ |
64,675 |
|
|
|
107,364 |
|
|
$ |
734 |
|
|
|
|
351,652 |
|
|
$ |
— |
|
|
$ |
2,151 |
|
|
$ |
— |
|
|
$ |
(79,237 |
) |
|
$ |
(77,086 |
) |
|
Conversion of redeemable common stock into common stock |
|
|
— |
|
|
|
— |
|
|
|
(107,364 |
) |
|
|
(734 |
) |
|
|
|
107,364 |
|
|
|
1 |
|
|
|
733 |
|
|
|
— |
|
|
|
— |
|
|
|
734 |
|
|
Conversion of convertible preferred shares into common stock |
|
|
(40,079,567 |
) |
|
|
(64,675 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
3,808,430 |
|
|
|
4 |
|
|
|
64,671 |
|
|
|
— |
|
|
|
— |
|
|
|
64,675 |
|
|
Exchange of common stock in connection with Merger |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,440,582 |
|
|
|
2 |
|
|
|
45,539 |
|
|
|
— |
|
|
|
— |
|
|
|
45,541 |
|
|
Fair value of replacement equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
817 |
|
|
|
— |
|
|
|
— |
|
|
|
817 |
|
|
Reclassification of warrant liability to permanent equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
5,235 |
|
|
|
— |
|
|
|
— |
|
|
|
5,235 |
|
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,483 |
|
|
|
— |
|
|
|
113 |
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262 |
|
|
|
— |
|
|
|
— |
|
|
|
262 |
|
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
23 |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(10,873 |
) |
|
|
(10,873 |
) |
|
Balance at March 31, 2019 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
6,724,511 |
|
|
|
7 |
|
|
|
119,521 |
|
|
|
23 |
|
|
|
(90,110 |
) |
|
|
29,441 |
|
|
Issuance of common stock and prefunded warrants for the purchase of common stock, net of issuance costs of $931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,670,000 |
|
|
|
6 |
|
|
|
79,291 |
|
|
|
|
|
|
|
|
|
|
|
79,297 |
|
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
Exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,846 |
|
|
|
|
|
|
|
440 |
|
|
|
|
|
|
|
|
|
|
|
440 |
|
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65 |
) |
|
|
|
|
|
|
(65 |
) |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,383 |
) |
|
|
(13,383 |
) |
|
Balance at June 30, 2019 |
|
|
— |
|
|
$ |
- |
|
|
|
— |
|
|
$ |
- |
|
|
|
|
12,429,057 |
|
|
$ |
13 |
|
|
$ |
199,690 |
|
|
$ |
(42 |
) |
|
$ |
(103,493 |
) |
|
$ |
96,168 |
|
|
|
|
Series Seed, A and B Convertible Preferred |
|
|
Redeemable Common Stock |
|
|
|
Common Stock |
|
|
Additional Paid-In |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total Stockholders’ (Deficit) |
|
|||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Equity |
|
||||||||||
|
Balance at December 31, 2017 |
|
|
38,018,968 |
|
|
$ |
60,903 |
|
|
|
107,364 |
|
|
$ |
734 |
|
|
|
|
350,607 |
|
|
$ |
— |
|
|
$ |
1,385 |
|
|
$ |
— |
|
|
$ |
(45,930 |
) |
|
$ |
(44,545 |
) |
|
Repurchase of Series Seed convertible preferred stock, net of issuance costs of $1 |
|
|
(598,975 |
) |
|
|
(517 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22 |
) |
|
|
(22 |
) |
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,367 |
) |
|
|
(7,367 |
) |
|
Balance at March 31, 2018 |
|
|
37,419,993 |
|
|
|
60,386 |
|
|
|
107,364 |
|
|
|
734 |
|
|
|
|
350,607 |
|
|
|
— |
|
|
|
1,513 |
|
|
|
— |
|
|
|
(53,319 |
) |
|
|
(51,806 |
) |
|
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,045 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
145 |
|
|
|
— |
|
|
|
— |
|
|
|
145 |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,034 |
) |
|
|
(6,034 |
) |
|
Balance at June 30, 2018 |
|
|
37,419,993 |
|
|
$ |
60,386 |
|
|
|
107,364 |
|
|
$ |
734 |
|
|
|
|
351,652 |
|
|
$ |
- |
|
|
$ |
1,665 |
|
|
$ |
- |
|
|
$ |
(59,353 |
) |
|
$ |
(57,688 |
) |
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(24,256 |
) |
|
$ |
(13,401 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
695 |
|
|
|
273 |
|
|
Depreciation expense |
|
|
44 |
|
|
|
51 |
|
|
Non-cash lease expense |
|
|
244 |
|
|
|
— |
|
|
Non-cash interest expense |
|
|
369 |
|
|
|
59 |
|
|
Change in fair value of preferred stock warrant liability |
|
|
288 |
|
|
|
309 |
|
|
Change in fair value of derivative liability |
|
|
(183 |
) |
|
|
406 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
13 |
|
|
|
490 |
|
|
Accounts payable |
|
|
(1,702 |
) |
|
|
(605 |
) |
|
Accrued expenses |
|
|
(1,157 |
) |
|
|
453 |
|
|
Lease liabilities |
|
|
(397 |
) |
|
|
— |
|
|
Net cash used in operating activities |
|
|
(26,042 |
) |
|
|
(11,965 |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash acquired in connection with the Merger |
|
|
26,406 |
|
|
|
— |
|
|
Acquisition of property, plant and equipment |
|
|
(10 |
) |
|
|
— |
|
|
Net cash provided by investing activities |
|
|
26,396 |
|
|
|
— |
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options and warrants |
|
|
565 |
|
|
|
7 |
|
|
Proceeds from borrowings under loan and security agreements, net of issuance costs |
|
|
9,849 |
|
|
|
— |
|
|
Repurchase of Series Seed convertible preferred stock |
|
|
— |
|
|
|
(1,160 |
) |
|
Repayments of borrowings under loan and security agreement |
|
|
(2,914 |
) |
|
|
(1,000 |
) |
|
Sale of common stock, pre-funded warrants and Class A warrants, net of issuance costs |
|
|
79,291 |
|
|
|
— |
|
|
Net cash provided by (used in) financing activities |
|
|
86,791 |
|
|
|
(2,153 |
) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(2 |
) |
|
|
— |
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
87,143 |
|
|
|
(14,118 |
) |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
8,498 |
|
|
|
27,048 |
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
95,641 |
|
|
$ |
12,930 |
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Issuance costs not yet paid |
|
$ |
354 |
|
|
|
— |
|
|
Conversion of convertible preferred stock into common stock |
|
$ |
64,675 |
|
|
|
— |
|
|
Conversion of redeemable common stock into common stock |
|
$ |
734 |
|
|
|
— |
|
|
Conversion of convertible preferred stock warrants into common stock warrants |
|
$ |
5,235 |
|
|
|
— |
|
|
Fair value of net assets acquired in the Merger |
|
$ |
46,358 |
|
|
|
— |
|
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS
(Amounts in thousands, except share and per share amounts)
(Unaudited)