cala-10q_20150630.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended June 30, 2015

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: 001-36644

 

CALITHERA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

27-2366329

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

343 Oyster Point Blvd., Suite 200

South San Francisco, CA 94080

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 870-1000

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

x  (do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of July 31, 2015, the registrant had 18,113,448 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 

 


Calithera Biosciences, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2015

INDEX

 

 

  

Page

PART I. FINANCIAL INFORMATION 

  

 3

 

 

 

Item 1.

 

Financial Statements (Unaudited)

  

3

 

 

 

 

 

 

 

Condensed Balance Sheets at June 30, 2015 and December 31, 2014 

 

3

 

 

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014 

 

4

 

 

Condensed Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014

 

5

 

 

Condensed Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014

 

6

 

 

Notes to Condensed Financial Statements 

  

7

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

  

12

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk 

  

17

 

 

 

 

 

Item 4.

 

Controls and Procedures 

  

17

 

 

 

 

 

PART II. OTHER INFORMATION 

  

19

 

 

 

Item 1.

 

Legal Proceedings

  

19

 

 

 

 

 

Item 1A.

 

Risk Factors

  

19

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

40

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

  

40

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

  

40

 

 

 

 

 

Item 5.

 

Other Information

  

40

 

 

 

 

 

Item 6.

 

Exhibits

  

40

 

 

 

 

 

SIGNATURES

  

41

 

 

 

EXHIBIT INDEX

 

42

 

 

2


PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

Calithera Biosciences, Inc.

Condensed Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

June 30, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

11,319

 

 

 

101,969

 

Short-term investments

 

66,382

 

 

 

-

 

Prepaid expenses and other current assets

 

1,700

 

 

 

1,894

 

Total current assets

 

79,401

 

 

 

103,863

 

Long-term investments

 

10,486

 

 

 

-

 

Restricted cash

 

46

 

 

 

46

 

Property and equipment, net

 

816

 

 

 

861

 

Total assets

$

90,749

 

 

$

104,770

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

923

 

 

$

693

 

Accrued liabilities

 

3,298

 

 

 

3,428

 

Total current liabilities

 

4,221

 

 

 

4,121

 

Deferred rent

 

200

 

 

 

270

 

Other non-current liabilities

 

13

 

 

 

13

 

Total liabilities

 

4,434

 

 

 

4,404

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 200,000 shares authorized as of

    June 30, 2015 (unaudited) and December 31, 2014; 17,980 and 17,943 shares

    issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014,

    respectively

 

2

 

 

 

2

 

Additional paid-in capital

 

153,884

 

 

 

152,218

 

Accumulated deficit

 

(67,530

)

 

 

(51,854

)

Accumulated other comprehensive loss

 

(41

)

 

 

-

 

Total stockholders’ equity

 

86,315

 

 

 

100,366

 

Total liabilities and stockholders’ equity

$

90,749

 

 

$

104,770

 

 

See accompanying notes.

 

 

 

3


Calithera Biosciences, Inc.

Condensed Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

5,533

 

 

$

4,183

 

 

$

11,163

 

 

$

7,501

 

General and administrative

 

 

2,341

 

 

 

1,309

 

 

 

4,578

 

 

 

2,141

 

Total operating expenses

 

 

7,874

 

 

 

5,492

 

 

 

15,741

 

 

 

9,642

 

Loss from operations

 

 

(7,874

)

 

 

(5,492

)

 

 

(15,741

)

 

 

(9,642

)

Other income, net

 

 

56

 

 

 

1

 

 

 

65

 

 

 

2

 

Net loss

 

$

(7,818

)

 

$

(5,491

)

 

$

(15,676

)

 

$

(9,640

)

Net loss per share attributable to common stockholders,

     basic and diluted

 

$

(0.44

)

 

$

(24.22

)

 

$

(0.87

)

 

$

(47.14

)

Weighted average common shares used to compute net loss per

     share attributable to common stockholders, basic and diluted

 

 

17,963

 

 

 

227

 

 

 

17,955

 

 

 

204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

4


Calithera Biosciences, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)

(In thousands)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net loss

$

(7,818

)

 

$

(5,491

)

 

$

(15,676

)

 

$

(9,640

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized losses on available-for-sale securities

 

(35

)

 

 

-

 

 

 

(41

)

 

 

-

 

Total comprehensive loss

$

(7,853

)

 

$

(5,491

)

 

 

(15,717

)

 

 

(9,640

)

 

See accompanying notes.

 

 

 

5


Calithera Biosciences, Inc.

Condensed Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Six Months Ended June 30,

 

 

2015

 

 

2014

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

Net loss

$

(15,676

)

 

$

(9,640

)

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

 

 

 

 

 

 

 

Depreciation and amortization

 

228

 

 

 

155

 

Amortization of premium on investments

 

112

 

 

 

-

 

Stock-based compensation

 

1,384

 

 

 

211

 

(Gain) loss on disposal of property and equipment

 

(8

)

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

194

 

 

 

(1,148

)

Other assets

 

-

 

 

 

(609

)

Accounts payable

 

230

 

 

 

736

 

Accrued liabilities

 

(21

)

 

 

848

 

Deferred rent, non-current

 

(70

)

 

 

344

 

Net cash used in operating activities

 

(13,627

)

 

 

(9,103

)

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

Purchases of investments

 

(81,557

)

 

 

-

 

Proceeds from the sale or maturity of investments

 

4,536

 

 

 

-

 

Purchase of property and equipment

 

(285

)

 

 

(182

)

Change in restricted cash

 

-

 

 

 

70

 

Net cash used in investing activities

 

(77,306

)

 

 

(112

)

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

Funds received in advance for the Series D convertible preferred stock financing

 

-

 

 

 

3,000

 

Proceeds from stock option exercises and employee stock plan purchases

 

283

 

 

 

145

 

Net cash provided by financing activities

 

283

 

 

 

3,145

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(90,650

)

 

 

(6,070

)

Cash and cash equivalents at beginning of period

 

101,969

 

 

 

33,820

 

Cash and cash equivalents at end of period

$

11,319

 

 

$

27,750

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Investing and Financing Information:

 

 

 

 

 

 

 

Non-cash issuance of common stock

$

 

 

$

55

 

Unpaid amounts related to property and equipment purchases

$

(110

)

 

$

168

 

 

See accompanying notes.

 

 

 

6


Calithera Biosciences, Inc.

Notes to Condensed Financial Statements

 

1. Organization and Basis of Presentation

Calithera Biosciences, Inc. (the “Company”) was incorporated in the State of Delaware on March 9, 2010. The Company is a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule drugs directed against tumor metabolism and tumor immunology targets for the treatment of cancer. The Company’s principal operations are based in South San Francisco, California, and it operates in one segment.

Initial Public Offering

In October 2014, the Company completed an initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 8,000,000 shares of its common stock, at a price to the public of $10.00 per share. As a result of the IPO, the Company received $71.6 million in net proceeds, after deducting underwriting discounts and commissions of $5.6 million and offering expenses of $2.8 million paid by the Company. At the closing of the IPO, 9,592,042 shares of outstanding convertible preferred stock were automatically converted into 9,592,042 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company amended and restated its Amended and Restated Certificate of Incorporation to change the authorized capital stock to 200,000,000 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. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The interim condensed balance sheet as of June 30, 2015, and the statements of operations, comprehensive loss, and cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed financial statements included in this report. The financial data and the other information disclosed in these notes to the financial statements related to the six-month periods are also unaudited. The results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other future annual or interim period. The balance sheet as of December 31, 2014 included herein was derived from the audited financial statements as of that date. These financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to clinical trial accrued liabilities, fair value of common stock, income taxes, and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Investments

All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in other income, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in other income, net.

7


Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, investments and restricted cash. The Company invests in a variety of financial instruments and, by its policy, limits these financial instruments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The Company’s cash, cash equivalents, investments and restricted cash are held by financial institutions in the United States that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits.

Accrued Research and Development Costs

The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical and clinical studies, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and include these costs in accrued liabilities in the balance sheets and within research and development expense in the statements of operations. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled, and the rate of patient enrollments may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Management is currently assessing the impact the adoption of ASU 2014-15 will have on the financial statements.

3. Fair Value Measurements

Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Financial instruments include cash and cash equivalents, short-term investments, accounts payable and accrued liabilities that approximate fair value due to their relatively short maturities.

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

8


A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. The Company classifies its corporate notes and U.S. government agency securities as Level 2. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. There were no transfers between Level 1 and Level 2 during the periods presented.

The following table sets forth the fair value of our financial assets and liabilities, allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands):

 

 

June 30, 2015

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

7,041

 

 

$

-

 

 

$

-

 

 

$

7,041

 

Corporate notes and commercial paper

 

 

-

 

 

 

44,124

 

 

 

-

 

 

 

44,124

 

U.S. government agency securities

 

 

-

 

 

 

37,068

 

 

 

-

 

 

 

37,068

 

Total financial assets

 

$

7,041

 

 

$

81,192

 

 

$

-

 

 

$

88,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

102,015

 

 

$

-

 

 

$

-

 

 

$

102,015

 

Total financial assets

 

$

102,015

 

 

$

-

 

 

$

-

 

 

$

102,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015 and December 31, 2014, the Company had $46,000 in money market funds that are included in restricted cash on the balance sheets.

4. Financial Instruments

Cash equivalents and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following (in thousands):

 

June 30, 2015

 

 

 

December 31, 2014

 

 

Cost

 

 

Unrealized Gain

 

 

Unrealized (Loss)

 

 

Estimated Fair Value

 

 

 

Cost

 

 

Unrealized Gain

 

 

Unrealized (Loss)

 

 

Estimated Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

$

7,041

 

 

$

-

 

 

$

-

 

 

 

7,041

 

 

 

 

$

102,015

 

 

$

-

 

 

$

-

 

 

 

102,015

 

Corporate notes and commercial paper

 

44,163

 

 

 

-

 

 

 

(39

)

 

 

44,124

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

U.S. government agency securities

 

37,070

 

 

 

2

 

 

 

(4

)

 

 

37,068

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

88,274

 

 

$

2

 

 

$

(43

)

 

$

88,233

 

 

 

 

$

102,015

 

 

$

-

 

 

$

-

 

 

$

102,015

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

$

11,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

102,015

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

66,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Long-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

10,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

 

 

$

88,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

102,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2015, the remaining contractual maturities of available-for-sale securities were less than two years. There have been no significant realized gains or losses on available-for-sale securities for the periods presented.

 

9


5. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

 

June 30, 2015

 

 

December 31, 2014

 

Accrued bonus and payroll expenses

$

1,208

 

 

$

1,476

 

Accrued professional and consulting services

 

89

 

 

 

490

 

Accrued clinical and manufacturing expenses

 

1,698

 

 

 

1,029

 

Other

 

303

 

 

 

433

 

Total accrued liabilities

$

3,298

 

 

$

3,428

 

 

 

6.  Commitments and Contingencies

In October 2014, the Company received an invoice of approximately $1.3 million relating to a contingent amount associated with a terminated license agreement, incurred as a result of the closing of its IPO in October 2014. In June 2015, the Company agreed to make a payment of $0.2 million to the third party, which was recorded in general and administrative expense in the statement of operations.  As of June 30, 2015, there were no further obligations related to this matter.

 

 

7. Stock Based Compensation

A summary of stock option activity is as follows (in thousands, except share data and contractual term amounts):

 

 

Options Outstanding

 

 

Number of

Shares Underlying

Outstanding

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term

(Years)

 

 

Aggregate

Value

Intrinsic

 

Outstanding — December 31, 2014

 

1,210,920

 

 

$

3.44

 

 

 

 

 

 

$

20,292

 

Options granted

 

678,099

 

 

$

16.12

 

 

 

 

 

 

 

 

 

Options exercised

 

(4,250

)

 

$

1.69

 

 

 

 

 

 

 

 

 

Options canceled

 

(12,474

)

 

$

5.08

 

 

 

 

 

 

 

 

 

Outstanding — June 30, 2015

 

1,872,295

 

 

$

8.03

 

 

 

8.89

 

 

$

4,507

 

 

Total stock-based compensation expense related to the Company’s 2010 Equity Incentive Plan, 2014 Equity Incentive Plan and the 2014 Employee Stock Purchase Plan was as follows (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Research and development

$

354

 

 

$

58

 

 

$

624

 

 

$

106

 

General and administrative

 

435

 

 

 

75

 

 

 

760

 

 

 

105

 

Total stock-based compensation

$

789

 

 

$

133

 

 

$

1,384

 

 

$

211

 

 

 

 

8. Net Loss per Share Attributable to Common Stockholders

Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

10


Potentially dilutive securities that were not included in the diluted per share attributable to common stockholders calculations because they would be anti-dilutive were as follows (in thousands):

 

 

June 30,

 

 

2015

 

 

2014

 

Convertible preferred stock

 

-

 

 

 

7,689

 

Options to purchase common stock

 

1,872

 

 

 

979

 

Total

 

1,872

 

 

 

8,668

 

 

 

 

9. Licensing Agreements

TransTech License Agreement

In March 2015, the Company entered into a License and Research agreement with High Point Pharmaceuticals, LLC and TransTech Pharma LLC, or collectively TransTech, under which the Company obtained an exclusive, worldwide license to develop and commercialize TransTech’s hexokinase II inhibitors (TransTech License Agreement).  Under the terms of the TransTech License Agreement, the Company paid TransTech an initial license fee of $0.6 million, and may pay potential development and regulatory milestone payments totaling up to $30.5 million for the first licensed product. TransTech is eligible for an additional $77.0 million in potential sales-based milestones, as well as royalty payments, at mid-single digit royalty rates, based on tiered sales of the first commercialized licensed product. If the Company develops additional licensed products, after achieving regulatory approval of the first licensed product, the Company would owe additional regulatory milestone payments and additional royalty payments based on sales of such additional licensed products.  The Company will be responsible for the worldwide development and commercialization of the licensed products, at its cost.  For the six months ended June 30, 2015, the Company recognized expense related to its licensing arrangement with TransTech of $0.6 million in research and development expense in the statement of operations.

Symbioscience License Agreement

In December 2014, the Company entered into an exclusive license agreement with Mars, Inc., by and through its Mars Symbioscience division, or Symbioscience, under which the Company has been granted the exclusive, worldwide license to develop and commercialize Symbioscience’s portfolio of arginase inhibitors for use in human healthcare (Symbioscience License Agreement). Under the terms of the Symbioscience License Agreement, the Company paid Symbioscience an upfront license fee of $0.3 million, which was recorded as research and development expense in 2014. For the six months ended June 30, 2015, the Company made a milestone payment of $0.2 million, which was recorded in research and development expense in the statement of operations. The Company may make future payments of up to $24.2 million contingent upon attainment of various development and regulatory milestones and $95.0 million contingent upon attainment of various sales milestones. Additionally, the Company will pay royalties on sales of the licensed product, if such product sales are ever achieved. If the Company develops additional licensed products, after achieving regulatory approval of the first licensed product, the Company would owe additional regulatory milestone payments and additional royalty payments based on sales of such additional licensed products.

 

10. Related Party Transactions

The spouse of one of the Company’s executive officers was a consultant who provided accounting services for the Company in 2014. For the six months ended June 30, 2015 and 2014, the Company recognized expense of $0 and $61,000, respectively, for consulting services within the general and administrative expense in the statements of operations. As of June 30, 2015 and December 31, 2014, the Company had an outstanding liability to the spouse of $0.

 

 

 

 

11


Item 2.

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed financial statements and related notes included in Part I, Item 1 of this report.

This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are identified by words such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or similar expressions. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this report in Part II, Item 1A — “Risk Factors,” and elsewhere in this report. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.

Overview  

We are a clinical-stage pharmaceutical company focused on discovering and developing novel small molecule drugs directed against tumor metabolism and tumor immunology targets for the treatment of cancer. Tumor metabolism and tumor immunology have emerged as promising new fields for cancer drug discovery, and recent clinical successes with therapeutic agents in each field have demonstrated the potential to create fundamentally new therapies for cancer patients. Our lead product candidate, CB-839, is an internally discovered, first-in-class inhibitor of glutaminase, a critical enzyme in tumor metabolism. We are currently evaluating CB-839 in three Phase 1 clinical trials in solid and hematological tumors. Our lead preclinical program in tumor immunology is directed at developing inhibitors of the enzyme arginase and may provide a first-in-class therapeutic agent for this novel target. We also have a preclinical program in tumor metabolism which seeks to develop inhibitors of the enzyme hexokinase II, the first step in the breakdown of glucose, an essential nutrient in many cancer cells.  Our ongoing research efforts are focused on discovering additional product candidates against novel tumor metabolism and immunology targets.

Recent Developments

In April 2015, preclinical findings were presented at the American Association of Cancer Research annual meeting (AACR), for our lead tumor metabolism drug candidate CB-839.  These data included:  

·

the addition of two biomarkers; and

·

further evidence supporting synergies with approved agents.

The biomarker data presented showed that KRAS (Kirsten rat sarcoma viral oncogene homolog) and EGFR (epidermal growth factor receptor) mutations correlate with enhanced sensitivity of CB-839 in non-small cell lung cancer (NSCLC) cell lines.  Of significance, KRAS and EGFR mutational status is determined in NSCLC patients at diagnosis and affects treatment choices for the patients.  KRAS mutant NSCLC tumors comprise approximately 25% of lung adenocarcinoma and EGFR mutations occur in about 20% of the same population; they are non-overlapping, therefore together they make up close to half of the adenocarcinoma population.

We also presented data expanding on previously noted preclinical synergistic activity of CB-839 with other anti-cancer agents.  Data presented demonstrated that signaling through mTOR (mammalian target of rapamycin) is down regulated by CB-839, highlighting a relationship between signal transduction pathways and cancer metabolism. This relationship supports data on why CB-839 synergizes with the mTOR inhibitor everolimus in renal clear cell carcinoma lines. In addition, we showed CB-839 has synergistic activity with the MEK (mitogen activated protein kinase kinase) inhibitor selumetinib in KRAS mutant lung cancer cell lines both in vitro and in vivo, and with the EGFR inhibitor erlotinib in EGFR mutant lung cancer cell lines as well as in erlotinib-resistant EGFR mutant animal models lacking the T790M mutation.  Further, our collaborators showed that CB-839 induces double stranded breaks in VHL (Von Hippel–Lindau tumor suppressor) deficient renal cell carcinoma cells and that PARP (Poly ADP-ribose polymerase) inhibitors synergize with CB-839 in these cells.

Demonstrating effective drug combinations without overlapping toxicity is critical in oncology today, as the vast majority of malignancies are currently treated with combination therapy.  This preclinical work further directs us towards a rational pathway forward for CB-839.

12


In May 2015, solid tumor phase I data were presented at the American Society of Clinical Oncology annual meeting (ASCO) that demonstrated the clinical activity, tolerability and unique mechanism of action of CB-839 as a single agent in patients with solid tumors.  Robust inhibition of glutaminase was observed in platelets and tumor biopsies, with the magnitude of inhibition correlated with CB-839 exposure. Among evaluable patients, six of 31 (19%) on the three times a day without food schedule, and seven of 17 (41%) on the twice daily with food schedule had stable disease lasting at least 3 cycles (63 days).  We continue to enroll four single agent solid tumor expansion cohorts in patients with triple negative breast cancer, renal cell carcinoma, KRAS-mutated non-small cell lung cancer, and tumors harboring TCA cycle mutations. In addition, combination expansion cohorts in solid tumors will include CB839 with paclitaxel in triple negative breast cancer, CB-839 with everolimus in renal cell carcinoma, and CB-839 with erlotinib in KRAS-mutated non-small cell lung cancer.

In June 2015, acute leukemia phase I data was presented at the European Hematology Association (EHA) annual meeting that demonstrated the clinical activity, tolerability and unique mechanism of action of CB-839 in patients with relapsed and refractory acute leukemia.  Among eighteen patients, including sixteen with acute myeloid leukemia (AML), one patient achieved a complete response in the bone marrow with incomplete recovery of peripheral counts.  Five of 18 efficacy-evaluable patients across dose levels remained on therapy for at least 4 cycles. Monotherapy and combination expansion cohorts are planned, including combination with azacitadine.

In June 2015, CB-1158 was selected as our lead clinical candidate for the immuno-oncology program targeting inhibition of arginase, a critical immunosuppressive enzyme produced by myeloid-derived suppressor cells in tumors.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies during the six months ended June 30, 2015, as compared to those disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Form 10-K dated December 31, 2014, filed with the SEC.

 

Financial Overview

 

Research and Development Expenses

 

Research and development expenses represent costs incurred to conduct research, such as the discovery and development of our product candidates. We recognize all research and development costs as they are incurred. Research and development expenses consist primarily of the following:

 

·

employee-related expenses, which include salaries, benefits and stock-based compensation;

·

expenses incurred under agreements with clinical trial sites that conduct research and development activities on our behalf;

·

laboratory and vendor expenses related to the execution of preclinical studies and clinical trials;

·

contract manufacturing expenses, primarily for the production of clinical supplies; and

·

facilities and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation and amortization expense and other supplies.

 

The largest component of our total operating expenses has historically been our investment in research and development activities including the clinical development of our product candidates. We allocate to research and development expenses the salaries, benefits, stock-based compensation expense, and indirect costs of our clinical and preclinical programs on a program-specific basis, and we include these costs in the program-specific expenses. The following table shows our research and development expenses for the three and six months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

(in thousands)

 

Development candidate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CB-839 (Glutaminase inhibitor)

$

3,401

 

 

$

3,270

 

 

$

6,894

 

 

$

6,066

 

Preclinical and research:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arginase inhibitors

 

1,982

 

 

 

867

 

 

 

3,401

 

 

 

954

 

Other preclinical and research

 

150

 

 

 

46

 

 

 

868

 

 

 

481

 

Total preclinical and research

 

2,132

 

 

 

913

 

 

 

4,269

 

 

 

1,435

 

Total Research and Development

$

5,533

 

 

$

4,183

 

 

$

11,163

 

 

$

7,501

 

 

13


We expect our research and development expenses will increase in the future as we advance our product candidates into and through clinical trials, pursue regulatory approval of our product candidates, which will require a significant investment in contract manufacturing and inventory build-up related costs. We continue to evaluate opportunities to acquire or in-license other product candidates and technologies, which may result in higher research and development expenses due to license fee payments.

 

The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in achieving marketing approval for our product candidates. The probability of success of our product candidates may be affected by numerous factors, including clinical data, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of any of our product candidates.

 

General and Administrative Expenses

 

General and administrative expenses consist of personnel costs, allocated expenses and other expenses for outside professional services, including legal, audit and accounting services. Personnel costs consist of salaries, benefits and stock-based compensation. Allocated expenses consist of facilities and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation and amortization expense and other supplies. We expect to incur additional expenses as a public company, including expenses related to compliance with the rules and regulations of the SEC, and those of the NASDAQ Global Market on which our securities are traded, additional insurance expenses, investor relations activities and other administration and professional services.

 

Results of Operations

 

Comparison of the Three Months Ended June 30, 2015 and 2014

 

 

 

 

Three Months

 

 

 

 

 

 

 

 

 

 

 

Ended June 30,

 

 

Change

 

 

 

2015

 

 

2014

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

5,533

 

 

$

4,183

 

 

$

1,350

 

 

 

32

%

General and administrative

 

 

2,341

 

 

 

1,309

 

 

 

1,032

 

 

 

79

%

Total operating expenses

 

 

7,874

 

 

 

5,492

 

 

 

2,382

 

 

 

43

%

Loss from operations

 

 

(7,874

)

 

 

(5,492

)

 

 

(2,382

)

 

 

43

%

Other income, net

 

 

56

 

 

 

1

 

 

 

55

 

 

*

 

Net loss

 

$

(7,818

)

 

$

(5,491

)

 

$

(2,327

)

 

 

42

%

*    Percentage not meaningful.

 

 

Research and Development.    Research and development expenses increased $1.4 million, or 32%, from $4.2 million for the three months ended June 30, 2014 to $5.5 million for the three months ended June 30, 2015. The increase of $1.4 million was due to an increase of $0.9 million in personnel-related costs primarily due to higher headcount, salary increases and stock-based compensation expense, an increase of $0.2 million related to a milestone payment for our arginase inhibitors program license agreement, and an increase of $0.3 million primarily related to an increase in clinical expenses for our CB-839 Phase I clinical trials, partially offset by the timing of related manufacturing of CB-839.

 

General and Administrative.    General and administrative expenses increased $1.0 million, or 79%, from $1.3 million for the three months ended June 30, 2014 to $2.3 million for the three months ended June 30, 2015. The increase of $1.0 million was due to an increase of $0.5 million in personnel-related costs as a result of higher headcount, salary increases and stock-based compensation expense, an increase of $0.3 million in professional services, primarily related to audit, legal and insurance costs associated with operating as a public company, and an increase of $0.2 million for a payment to a third party related to a terminated license arrangement.

 

Other Income.   Other income increased $55,000, from $1,000 for the three months ended June 30, 2014 to $56,000 for the three months ended June 30, 2015.  The increase of $55,000 was primarily interest income generated from higher average cash equivalent and investment balances as compared to the same period in the prior year.

14


Comparison of the Six Months Ended June 30, 2015 and 2014

 

 

 

Six Months

 

 

 

 

 

 

 

 

 

 

 

Ended June 30,

 

 

Change

 

 

 

2015

 

 

2014

 

 

$

 

 

%

 

 

 

(in thousands, except percentages)

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

11,163

 

 

$

7,501

 

 

$

3,662

 

 

 

49

%

General and administrative

 

 

4,578

 

 

 

2,141

 

 

 

2,437

 

 

 

114

%

Total operating expenses

 

 

15,741

 

 

 

9,642

 

 

 

6,099

 

 

 

63

%

Loss from operations

 

 

(15,741

)

 

 

(9,642

)

 

 

(6,099

)

 

 

63

%

Other income, net

 

 

65

 

 

 

2

 

 

 

63

 

 

*

 

Net loss

 

$

(15,676

)

 

$

(9,640

)

 

$

(6,036

)

 

 

63

%

*    Percentage not meaningful.

 

Research and Development.    Research and development expenses increased $3.7 million, or 49%, from $7.5 million for the six months ended June 30, 2014 to $11.2 million for the six months ended June 30, 2015. The increase of $3.7 million was due to an increase of $1.6 million in personnel-related costs primarily due to higher headcount, salary increases and stock-based compensation expense, an increase of $0.8 million for payments of $0.6 million and $0.2 million related to our hexokinase II and our arginase inhibitors programs, respectively, and an increase of $1.2 million primarily related to clinical expenses for our CB-839 Phase I clinical trials.

 

General and Administrative.    General and administrative expenses increased $2.4 million, or 114%, from $2.1 million for the six months ended June 30, 2014 to $4.6 million for the six months ended June 30, 2015. The increase of $2.4 million was due to an increase of $1.2 million in personnel-related costs as a result of higher headcount, salary increases and stock-based compensation expense, an increase of $1.0 million in professional services, primarily related to audit, legal and insurance costs associated with operating as a public company, and an increase of $0.2 million for a payment to a third party related to a terminated license arrangement.

 

Other Income.   Other income increased $63,000, from $2,000 for the three months ended June 30, 2014 to $65,000 for the three months ended June 30, 2015.  The increase of $63,000 was primarily interest income generated from higher average cash equivalent and investment balances as compared to the same period in the prior year.

 

Liquidity and Capital Resources

 

As of June 30, 2015, we had cash, cash equivalents and investments totaling $88.2 million.  Our operations have been financed primarily by net proceeds from the sale of shares of our preferred stock and our initial public offering in October 2014.

 

Our primary uses of cash are to fund operating expenses, primarily research and development expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

 

We plan to continue to fund our operations and capital funding needs through equity and/or debt financing. We may also consider collaborations or selectively partnering for clinical development and commercialization. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are not able to secure adequate additional funding we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could harm our business, results of operations and future prospects.

  


15


Cash Flows

The following table summarizes our cash flows for the periods indicated:

 

 

Six Months

 

 

 

Ended June 30,

 

 

 

2015

 

 

2014

 

 

 

(in thousands)

 

Cash used in operating activities

 

$

(13,627

)

 

$

(9,103

)

Cash used in investing activities

 

$

(77,306

)

 

$

(112

)

Cash provided by financing activities

 

$

283

 

 

$

3,145

 

 

 

Cash Flows from Operating Activities

 

Cash used in operating activities for the six months ended June 30, 2015 was $13.6 million. Our net loss of $15.7 million was offset in part by non-cash charges of $0.2 million for depreciation and amortization and $1.4 million of stock-based compensation. The change in operating assets and liabilities of $0.3 million was primarily due to the timing of payments for our clinical trials and manufacturing activities.

 

Cash used in operating activities for the six months ended June 30, 2014 was $9.1 million. Our net loss of $9.6 million was offset in part by non-cash charges of $0.2 million for depreciation and amortization and $0.2 million of stock-based compensation. The change in operating assets and liabilities was primarily due to a $1.1 million increase in prepaid expenses and other current assets related to our prepayment of clinical trial activities, a $0.6 million increase in other assets related to deferred offering costs, a $0.3 million increase in deferred rent and a $1.6 million increase in accounts payable and accrued liabilities related to an increase in our research and development activities.

  

  

Cash Flows from Investing Activities

 

Cash used in investing activities was $77.3 million for the six months ended June 30, 2015 and was related to the purchase of short- and long-term investments of $81.6 million and purchase of property and equipment of $0.3 million, partially offset by the sale or maturity of short-term investments of $4.5 million.

 

Cash used in investing activities was $0.1 million for the six months ended June 30, 2014 and was related to the purchase of property and equipment of $0.2 million and the reduction in restricted cash of $0.1 million. Purchases of property and equipment were primarily related to leasehold improvements in connection with our office expansion.

  

Cash Flows from Financing Activities

 

Cash provided by financing activities was $0.3 million for the six months ended June 30, 2015 and was related to the issuance of common stock upon the exercise of stock options and employee stock plan purchases.  

 

Cash provided by financing activities for the six months ended June 30, 2014 of $3.1 million was related to $3.0 million in proceeds received in advance for the issuance of preferred stock and $0.1 million from the issuance of common stock upon the exercise of stock options.    

 

We expect that our existing cash, cash equivalents and investments will be sufficient to enable us to meet our operating plan for at least the next 12 months. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

 

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

 

·

the timing and costs of our planned clinical trials for our product candidates;

·

the timing and costs of our planned preclinical studies of our product candidates;

·

our success in establishing and scaling commercial manufacturing capabilities;

·

the number and characteristics of product candidates that we pursue;

16


·

the outcome, timing and costs of seeking regulatory approvals;

·

subject to receipt of regulatory approval, revenue received from commercial sales of our product candidates;

·

the terms and timing of any future collaborations, licensing, consulting or other arrangements that we may establish;

·

the amount and timing of any payments we may be required to make in connection with the licensing, filing, prosecution, maintenance, defense and enforcement of any patents or patent applications or other intellectual property rights; and

·

the extent to which we in-license or acquire other products and technologies.

 

Contractual Obligations and Other Commitments

 

There have been no material changes outside the ordinary course of our business to the contractual obligations during the six months ended June 30, 2015, as compared to those disclosed in our Form 10-K.

 

Off-Balance Sheet Arrangements

 

During 2014 and the six months ended June 30, 2015, we did not have any off balance sheet arrangements.

 

Recent Accounting Pronouncements

 

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Management is currently assessing the impact the adoption of ASU 2014-15 will have on the financial statements.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. Our investment policy allows us to maintain a portfolio of cash equivalents and investments in a variety of high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. Our investment policy prohibits us from holding auction rate securities or derivative financial instruments. As of June 30, 2015, we had cash, cash equivalents and investments of $88.2 million. A portion of our investments may be subject to interest rate risk and could fall in value if market interest rates increase. However, we believe that our exposure to interest rate risk is not significant as the majority of our investments are short-term in duration and a 1% change in interest rates would not have a significant impact on the total value of our portfolio. We actively monitor changes in interest rates. We had no outstanding debt as of June 30, 2015.  

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this quarterly report. Based on that evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting.

Effective April 2015, we implemented Microsoft Dynamics GP (Microsoft GP), a new information system to support our financial reporting. The implementation of Microsoft GP resulted in material changes to our internal controls over financial reporting (as that term is defined in Rule 13(a)-15(f) or 15(d)-15(f) under the Exchange Act). Therefore, modifications to the design and documentation of internal control processes and procedures relating to the new system to replace and supplement existing internal controls over financial reporting were made as appropriate. Evaluation of the operating effectiveness of these internal controls will be done at a later date. The changes were undertaken to enhance system and reporting capabilities to support our growth, and were not undertaken in response to any actual or perceived deficiencies in our internal control over financial reporting.  

17


There were no other changes in our internal control over financial reporting during the quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

 

 

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PART II. – OTHER INFORMATION

 

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

 

Item 1A. Risk Factors

You should carefully consider the following risk factors, in addition to the other information contained in this report on Form 10-Q, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed. This report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report. The risks relating to our business set forth in our Annual Report on Form 10-K, filed with the SEC, are set forth below and are unchanged substantively as of June 30, 2015, except for those risks designated by an asterisk (*).

Risks Related to Our Financial Position and Need For Additional Capital

We have incurred significant operating losses since our inception and anticipate that we will continue to incur substantial operating losses for the foreseeable future. We may never achieve or maintain profitability.*

Since our inception, we have incurred significant operating losses. Our net loss was $21.7 million and $15.7 million for 2014 and the six months ended June 30, 2015, respectively. As of June 30, 2015, we had an accumulated deficit of $67.5 million. To date, we have financed our operations primarily through private placements of our preferred stock and our initial public offering in October 2014. We have devoted substantially all of our financial resources and efforts to research and development. We began Phase 1 clinical trials on our lead product candidate, CB-839, in early 2014 and expect that it will be many years, if ever, before we receive regulatory approval and have a product candidate ready for commercialization. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and year to year. We anticipate that our expenses will increase substantially if and as we:

·

advance further into clinical trials our existing clinical product candidate, CB-839, a glutaminase inhibitor for the treatment of solid and hematological tumors;

·

continue the preclinical development of our arginase and hexokinase II inhibitor programs and advance candidates into clinical trials;

·

identify additional product candidates and advance them into preclinical development;

·

seek marketing approvals for our product candidates that successfully complete clinical trials;

·

establish a sales, marketing and distribution infrastructure to commercialize any product candidates for which we obtain marketing approval;

·

maintain, expand and protect our intellectual property portfolio;

·

hire additional clinical, regulatory and scientific personnel;

·

add operational, financial and management information systems and personnel, including personnel to support product development; and

·

acquire or in-license other product candidates and technologies.

To become and remain profitable, we must develop and eventually commercialize one or more products with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials of our product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling those product candidates for which we may obtain marketing approval, and satisfying any post-marketing requirements. We may never succeed in these activities and, even if we do, may never generate revenue that is significant or large enough to achieve profitability. We are currently only in Phase 1 clinical trials for CB-839 and in preclinical studies for our arginase and hexokinase II inhibitor programs. Our failure to become and remain profitable would decrease the value of the company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

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We will need substantial additional funding. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our product development programs or commercialization efforts.*

We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the research and development of, continue and initiate clinical trials of and seek marketing approval for our product candidates, specifically CB-839 and as we become obligated to make milestone payments pursuant to our outstanding license agreements. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution of the approved product.

Our future capital requirements will depend on many factors, including:

·

the scope, progress, results and costs of drug discovery, preclinical development, laboratory testing and clinical trials for our product candidates, in particular CB-839;

·

the costs, timing and outcome of any regulatory review of our product candidate, CB-839;

·

the cost of our arginase and hexokinase II inhibitor programs, and any other product programs we pursue;

·

the costs and timing of commercialization activities, including manufacturing, marketing, sales and distribution, for any product candidates that receive marketing approval;

·

the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

·

our ability to establish and maintain collaborations on favorable terms, if at all; and

·

the extent to which we acquire or in-license other product candidates and technologies.

Identifying potential product candidates and conducting preclinical studies and clinical trials are time consuming, expensive and uncertain processes that take years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales for any of our current or future product candidates. In addition, our product candidates, if approved, may not achieve commercial success. Our commercial revenue, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if at all.

Accordingly, we will need substantial additional funding in connection with our continuing operations and to achieve our goals. As of June 30, 2015, we had cash, cash equivalents and investments of $88.2 million. We expect that our existing cash, cash equivalents and investments will be sufficient to enable us to meet our current operating plan for at least the next 12 months. However, our existing cash, cash equivalents and investments may prove to be insufficient for these activities. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts. Adequate additional financing may not be available to us on acceptable terms, or at all. In addition, we may seek additional financing due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our operating plans.

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity and debt financings, as well as entering into collaborations, strategic alliances and licensing arrangements. We do not currently have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and may be secured by all or a portion of our assets. If we raise funds by entering into collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or through collaborations, strategic alliances or licensing arrangements when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

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Our short operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.

We were founded in March 2010 and our operations to date have been limited to organizing and staffing our company, business planning, raising capital, developing our technology, identifying potential product candidates, undertaking preclinical studies and commencing Phase 1 clinical trials of our product candidate. We have one product candidate in Phase 1 clinical trials, and all of our other programs are in research and preclinical development. We have not yet demonstrated our ability to successfully complete any clinical trials, including large-scale, pivotal clinical trials required for regulatory approval of our product candidates, obtain marketing approvals, manufacture a commercial scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful commercialization. Typically, it takes many years to develop one new product from the time it is discovered to when it is commercially available. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history or if we had product candidates in advanced clinical trials.

In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors that may alter or delay our plans. We will need to transition from a company with a research focus to a company capable of supportin