☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 04-3475813 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | RCKT |
Large accelerated filer | Accelerated filer | ||
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
PART I. | Page | |
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
Item 9C. | ||
PART III | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
PART IV | ||
Item 15. | ||
Item 16. | ||
79 |
Term | Definition | Optimal Ranges | |||
CD34+ cell(s) | Hematopoietic Stem Cell (most CD34+ cells are not true stem cells, but this continues to be the most clinically useful measure) | Will depend on underlying disorder, generally > 1 million CD34+ cells/kg. | |||
Vector copy number (VCN) | [product] | The average number of gene copies per infused stem cell (as determined by DNA analysis; this is an average ratio, not a precise value) | 0.5 to 2 has been target in some | ||
Vector copy number (VCN) [in vivo, post-treatment] | The average number of gene copies per peripheral blood or bone marrow cell (as determined by DNA analysis; this is an average ratio, not a precise value) | Will depend on underlying disorder, but many disorders may be correctable within vivoVCNs << 1.0 | |||
AAV Therapy | |||||
Vector copy number (VCN) [in vivo, post-treatment] | The average number of gene copies per cell in the organ of interest (as determined by DNA analysis; this is an average ratio, not a precise value) | Will depend on underlying disorder, but | |||
Item 3. |
Item 6. | Reserved |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Direct Expenses: | ||||||||||||
Danon Disease (AAV) RP-A501 | $ | 28,524 | $ | 15,804 | $ | 18,459 | ||||||
Plakophilin-2 Arrhythmogenic Cardiomyopathy (AAV) RP-A601 | 11,724 | 1,071 | 122 | |||||||||
Leukocyte Adhesion Deficiency (LV) RP-L201 | 20,617 | 24,222 | 5,531 | |||||||||
Fanconi Anemia (LV) RP-L102 | 23,917 | 15,453 | 15,015 | |||||||||
Pyruvate Kinase Deficiency (LV) RP-L301 | 2,744 | 4,206 | 4,990 | |||||||||
Infantile Malignant Osteopetrosis (LV) RP-L401 (1) | 271 | 2,236 | 2,057 | |||||||||
Other product candidates | 3,580 | 3,504 | 1,199 | |||||||||
Total direct expenses | 91,377 | 66,496 | 47,373 | |||||||||
Unallocated Expenses | ||||||||||||
Employee compensation | $ | 32,274 | $ | 20,780 | $ | 14,137 | ||||||
Non-cash R&D expense related to the issuance of warrants | - | 12,781 | 26,562 | |||||||||
Stock based compensation expense | 12,465 | 11,954 | 7,121 | |||||||||
Depreciation and amortization expense | 4,037 | 5,130 | 2,770 | |||||||||
Laboratory and related expenses | 17,405 | 3,359 | 4,240 | |||||||||
Professional Fees | 3,601 | 1,797 | 1,443 | |||||||||
Other expenses | 4,411 | 3,179 | 1,792 | |||||||||
Total other research and development expenses | 74,193 | 58,980 | 58,065 | |||||||||
Total research and development expense | $ | 165,570 | $ | 125,476 | $ | 105,438 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | Change | ||||||||||
(in thousands) | ||||||||||||
Operating expenses: | ||||||||||||
Research and development | $ | 165,570 | $ | 125,476 | $ | 40,094 | ||||||
General and administrative | 58,773 | 41,772 | 17,001 | |||||||||
Total operating expenses | 224,343 | 167,248 | 57,095 | |||||||||
Loss from operations | (224,343 | ) | (167,248 | ) | (57,095 | ) | ||||||
Research and development incentives | 500 | 1,000 | (500 | ) | ||||||||
Interest expense | (1,862 | ) | (2,977 | ) | 1,115 | |||||||
Interest and other income, net | 3,889 | 3,068 | 821 | |||||||||
Amortization of premium on investments, net | (47 | ) | (2,912 | ) | 2,865 | |||||||
Total other income (expense), net | 2,480 | (1,821 | ) | 4,301 | ||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (52,794 | ) |
For the Years Ended December 31, | ||||||||||||
2019 | 2018 | Change | ||||||||||
Operating expenses: | ||||||||||||
Research and development | $ | 58,623 | $ | 53,270 | $ | 5,353 | ||||||
General and administrative | 17,528 | 17,886 | (358 | ) | ||||||||
Total operating expenses | 76,151 | 71,156 | 4,995 | |||||||||
Loss from operations | (76,151 | ) | (71,156 | ) | (4,995 | ) | ||||||
Research and development incentives | 250 | 186 | 64 | |||||||||
Interest expense | (5,958 | ) | (6,039 | ) | 81 | |||||||
Interest and other income net | 3,414 | 1,690 | 1,724 | |||||||||
Accretion of discount on investments | 1,175 | 801 | 374 | |||||||||
Total other income (expense), net | (1,119 | ) | (3,362 | ) | 2,243 | |||||||
Net loss | $ | (77,270 | ) | $ | (74,518 | ) | $ | (2,752 | ) |
For the Years Ended December 31, | ||||||||||||
2021 | 2020 | Change | ||||||||||
(in thousands) | ||||||||||||
Operating expenses: | ||||||||||||
Research and development | $ | 125,476 | $ | 105,438 | $ | 20,038 | ||||||
General and administrative | 41,772 | 28,865 | 12,907 | |||||||||
Total operating expenses | 167,248 | 134,303 | 32,945 | |||||||||
Loss from operations | (167,248 | ) | (134,303 | ) | (32,945 | ) | ||||||
Research and development incentives | 1,000 | - | 1,000 | |||||||||
Interest expense | (2,977 | ) | (6,967 | ) | 3,990 | |||||||
Interest and other income, net | 3,068 | 2,150 | 918 | |||||||||
Amortization of premium on investments, net | (2,912 | ) | (580 | ) | (2,332 | ) | ||||||
Total other expense, net | (1,821 | ) | (5,397 | ) | 3,576 | |||||||
Net loss | $ | (169,069 | ) | $ | (139,700 | ) | $ | (29,369 | ) |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Net cash used in operating activities | $ | (178,142 | ) | $ | (121,163 | ) | $ | (74,640 | ) | |||
Net cash (used in) provided by investing activities | (69,326 | ) | 18,853 | (96,591 | ) | |||||||
Net cash provided by financing activities | 155,288 | 37,681 | 282,989 | |||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (92,180 | ) | $ | (64,629 | ) | $ | 111,758 |
For the Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
Cash used in operating activities | $ | (64,663 | ) | $ | (53,788 | ) | ||
Cash used in investing activities | (39,011 | ) | (5,272 | ) | ||||
Cash provided by financing activities | 177,791 | 153,502 | ||||||
Net change in cash, cash equivalents and restricted cash | $ | 74,117 | $ | 94,442 |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risks |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10. | Directors, Executive Officers, and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Party Transactions, and Director Independence |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits, Financial Statements and Schedules |
Reports of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets as of December 31, 2022 and 2021 | F-5 |
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 | F-6 |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020 | F-7 |
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020 | F-8 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 | F-9 |
Notes to Consolidated Financial Statements | F-10 |
Exhibit | Exhibit Index |
Number | Description of Exhibit |
Agreement and Plan of Merger and Reorganization, dated as of September 12, 2017, by and among Inotek Pharmaceuticals Corporation, Rocket Pharmaceuticals, Ltd. and Rome Merger Sub (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 13, 2017, and incorporated herein by reference) | |
Agreement and Plan of Merger, dated September 19, 2022, by and among Rocket Pharmaceuticals, Renovacor, Inc., Zebrafish Merger Sub, Inc. and Zebrafish Merger Sub, LLC (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 20, 2022, and incorporated herein by reference) | |
Seventh Amended and Restated Certificate of Incorporation of Rocket Pharmaceuticals, Inc., effective as of February 23, 2015 (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2015, and incorporated herein by reference) | |
Certificate of Amendment (Reverse Stock Split) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment (Name Change) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective June 25, 2018 (Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 25, 2019, and incorporated herein by reference) | |
Amended and Restated By-Laws of Rocket Pharmaceuticals, Inc., effective as of March 29, 2018 (Filed as Exhibit 3.4 to the Company's registration statement on Form 8-A/A, as amended, filed with the SEC on January 11, 2018, and incorporated herein by reference) | |
Form of Common Stock Certificate of Rocket Pharmaceuticals, Inc. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
4.2 | Description of Securities (Filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
2004 Stock Option and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Inc. Second Amended and Restated 2014 Stock Option and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2018, and incorporated herein by reference) | |
Form of Incentive Stock Option Agreement (Employees) (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Employees) (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Consultants) (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Restricted Stock Unit Award Agreement (Filed as Exhibit 10.6.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Ltd. 2015 Share Option Plan (Filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Letter Agreement, dated as of July 28, 2014, by and between the Registrant and David P. Southwell (Filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Amendment to Offer Letter, effective as of September 1, 2017, by and between Inotek and David Southwell (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2017, and incorporated herein by reference) | |
10.10# | Offer Letter, dated September 29, 2017, by and between the Registrant and Raj Prabhakar. |
10.11# | Offer Letter, dated April 29, 2021, by and between the registrant and Isabel Carmona. |
10.12** | Amended and Restated Lease Agreement, dated as of June 26, 2019, by and between Rocket Pharmaceuticals, Inc. and Cedar Brook 12 Corporate Center, L.P. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2018, and incorporated herein by reference) |
Rocket Pharmaceuticals, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 8-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its directors (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its officers (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Severance and Change of Control Agreements, to be entered into between the Registrant and certain of its officers (Filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Agreement of Lease, dated as of June 6, 2018, by and between Rocket Pharmaceuticals, Inc. and ESRT Empire State Building, L.L.C., (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) |
License Agreement, dated as of November 19, 2018, by and between Rocket Pharmaceuticals, Ltd. and REGENXBIO Inc. (Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2019, and incorporated herein by reference) | |
10.19 | Warrant to Purchase Shares of Common Stock, dated as of December 21, 2020, by and between the Registrant and Neptune Consulting, LLC. (Filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.20 | Warrant to Purchase Shares of Series Preferred Stock, dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Horizon Technology Finance Corporation (Filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.21 | Warrant to Purchase Shares of Series Preferred Stock dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Fortress Credit Co LLC (Filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.22 | Warrant to Purchase Shares of Common Stock, dated as of December 17, 2021, by and between the Registrant and Neptune Consulting, LLC. (First Indication) |
10.23 | Warrant to Purchase Shares of Common Stock, dated as of December 17, 2021, by and between the Registrant and Neptune Consulting, LLC. (Second Indication) |
10.24 | Securities Purchase Agreement, dated as of August 27, 2021, by and among Rocket Pharmaceuticals, Inc., and each of those persons listed as a Purchaser on the Schedule of Purchasers attached as Schedule I thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2021, and incorporated herein by reference) |
10.25 | Registration Rights Agreement, dated as of August 27, 2021, by and among Rocket Pharmaceuticals, Inc., and each of those persons listed as an Investor on the Schedule of Inventors attached as Schedule A thereto (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2021, and incorporated herein by reference) |
10.26 | Sales Agreement, dated February 28, 2022, by and between the Company and Cowen and Company, LLC (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2022, and incorporated herein by reference) |
List of Subsidiaries (Filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
23.1* | Consent of EisnerAmper LLP |
24.1* | Power of Attorney (included in the signature page) |
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Link Document. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101) |
* | Filed herewith. |
# | Indicates management contract or compensatory plan. |
† | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
** | Certain portions of this exhibit have been excluded because they are both not material and would likely cause competitive harm to the Company if publicly disclosed. |
† | The certification attached as Exhibit 32.1 accompanying this Annual Report on Form 10- K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rocket Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
Rocket Pharmaceuticals, Inc. | ||
By: | /s/ Gaurav Shah, MD | |
Gaurav Shah, MD | ||
President and Chief Executive Officer |
Name | Title | Date | ||
/s/ Gaurav Shah, MD | Chief Executive Officer and Director | February 28, 2023 | ||
Gaurav Shah, MD | (Principal Executive Officer) | |||
/s/ John C. Militello | VP, Finance, Senior Controller & Treasurer | February 28, 2023 | ||
John C. Militello | (Interim Principal Financial Officer, Principal Accounting Officer) | |||
/s/ Carsten Boess | ||||
Carsten Boess | Director | February 28, 2023 | ||
/s/ Pedro Granadillo | ||||
Pedro Granadillo | Director | February 28, 2023 | ||
/s/ Gotham Makker, MD | ||||
Gotham Makker, MD | Director | February 28, 2023 | ||
/s/ David P. Southwell | ||||
David P. Southwell | Director | February 28, 2023 | ||
/s/ Roderick Wong, MD | ||||
Roderick Wong, MD | Director | February 28, 2023 | ||
/s/ Naveen Yalamanchi, MD | ||||
Naveen Yalamanchi, MD | Director | February 28, 2023 | ||
/s/ Elisabeth Björk | ||||
Elisabeth Björk | Director | February 28, 2023 | ||
/s/ Fady Malik | ||||
Fady Malik | Director | February 28, 2023 |
F-2 | |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 | |
F-9 |
December 31, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 140,517 | $ | 232,694 | ||||
Investments | 215,877 | 156,046 | ||||||
Prepaid expenses and other current assets | 7,666 | 3,319 | ||||||
Total current assets | 364,060 | 392,059 | ||||||
Property and equipment, net | 29,009 | 22,299 | ||||||
Goodwill | 39,154 | 30,815 | ||||||
Intangible assets | 25,724 | - | ||||||
Restricted cash | 1,340 | 1,343 | ||||||
Deposits | 608 | 455 | ||||||
Investments | 43,276 | - | ||||||
Operating lease right-of-use assets | 1,972 | 1,569 | ||||||
Finance lease right-of-use asset | 46,664 | 48,480 | ||||||
Total assets | $ | 551,807 | $ | 497,020 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 36,660 | $ | 19,615 | ||||
Operating lease liabilities, current | 773 | 863 | ||||||
Finance lease liability, current | 1,736 | 1,689 | ||||||
Total current liabilities | 39,169 | 22,167 | ||||||
Operating lease liabilities, non-current | 1,088 | 905 | ||||||
Finance lease liability, non-current | 19,269 | 19,144 | ||||||
Other liabilities | 2,595 | 80 | ||||||
Total liabilities | 62,121 | 42,296 | ||||||
Commitments and contingencies (Note 12) | | | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value, authorized 5,000,000 shares: | ||||||||
Series A convertible preferred stock; 300,000 shares designated as Series A; 0 shares issued and outstanding | - | - | ||||||
Series B convertible preferred stock; 300,000 shares designated as Series B; 0 shares issued and outstanding | - | - | ||||||
Common stock, $0.01 par value, 120,000,000 shares authorized; 79,123,312 and 64,505,889 shares issued and 79,120,741 and 64,505,889 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 791 | 645 | ||||||
Treasury stock, at cost, 2,571 and 0 common shares at December 31, 2022 and December 31, 2021 respectively | (47 | ) | - | |||||
Additional paid-in capital | 1,203,074 | 946,152 | ||||||
Accumulated other comprehensive loss | (357 | ) | (161 | ) | ||||
Accumulated deficit | (713,775 | ) | (491,912 | ) | ||||
Total stockholders’ equity | 489,686 | 454,724 | ||||||
Total liabilities and stockholders’ equity | $ | 551,807 | $ | 497,020 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Revenue | $ | - | $ | - | $ | - | ||||||
Operating expenses: | ||||||||||||
Research and development | 165,570 | 125,476 | 105,438 | |||||||||
General and administrative | 58,773 | 41,772 | 28,865 | |||||||||
Total operating expenses | 224,343 | 167,248 | 134,303 | |||||||||
Loss from operations | (224,343 | ) | (167,248 | ) | (134,303 | ) | ||||||
Research and development incentives | 500 | 1,000 | - | |||||||||
Interest expense | (1,862 | ) | (2,977 | ) | (6,967 | ) | ||||||
Interest and other income, net | 3,889 | 3,068 | 2,150 | |||||||||
Amortization of premium on investments, net | (47 | ) | (2,912 | ) | (580 | ) | ||||||
Total other income (expense), net | 2,480 | (1,821 | ) | (5,397 | ) | |||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Net loss per share attributable to common stockholders - basic and diluted | $ | (3.26 | ) | $ | (2.67 | ) | $ | (2.52 | ) | |||
Weighted-average common shares outstanding - basic and diluted | 68,148,925 | 63,235,417 | 55,380,740 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Other comprehensive loss | ||||||||||||
Net unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||
Total comprehensive loss | $ | (222,059 | ) | $ | (169,188 | ) | $ | (139,762 | ) |
Common Stock | Treasury | Additional paid in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||
Shares | Amount | Stock | capital | Income / (Loss) | Deficit | Equity | ||||||||||||||||||||||
Balance at December 31, 2019 | 54,773,061 | $ | 548 | $ | (53 | ) | $ | 489,925 | $ | 20 | $ | (183,143 | ) | $ | 307,297 | |||||||||||||
Issuance of common stock, net of issuance costs | 5,339,286 | 53 | - | 280,710 | - | - | 280,763 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 586,857 | 6 | - | 2,552 | - | - | 2,558 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of warrant | 1,601 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 298,562 | 3 | - | 7,626 | - | - | 7,629 | |||||||||||||||||||||
Issuance of warrants | - | - | - | 26,562 | - | - | 26,562 | |||||||||||||||||||||
Stock repurchase | (3,000 | ) | - | - | (72 | ) | - | - | (72 | ) | ||||||||||||||||||
Sale of treasury stock | - | - | 667 | (76 | ) | - | - | 591 | ||||||||||||||||||||
Issuance of treasury stock pursuant to exercise of stock options | - | - | (614 | ) | - | - | - | (614 | ) | |||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (62 | ) | - | (62 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 18,567 | - | - | 18,567 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (139,700 | ) | (139,700 | ) | |||||||||||||||||||
Balance at December 31, 2020 | 60,996,367 | 610 | - | 825,794 | (42 | ) | (322,843 | ) | 503,519 | |||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 1,209,960 | 12 | - | 11,315 | - | - | 11,327 | |||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 1,487,046 | 15 | - | 40,679 | - | - | 40,694 | |||||||||||||||||||||
Issuance of common stock, net of issuance costs | 812,516 | 8 | - | 26,346 | - | - | 26,354 | |||||||||||||||||||||
Issuance of warrants | - | - | - | 12,781 | - | - | 12,781 | |||||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (119 | ) | - | (119 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 29,237 | - | - | 29,237 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (169,069 | ) | (169,069 | ) | |||||||||||||||||||
Balance at December 31, 2021 | 64,505,889 | 645 | - | 946,152 | (161 | ) | (491,912 | ) | 454,724 | |||||||||||||||||||
Issuance of common stock, net of issuance costs | 7,820,000 | 78 | - | 108,060 | - | - | 108,138 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 66,887 | 1 | - | 630 | - | - | 631 | |||||||||||||||||||||
Issuance of common stock pursuant to vesting of restricted stock units | 10,168 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock related to acquisition | 3,420,774 | 34 | - | 70,690 | - | - | 70,724 | |||||||||||||||||||||
Issuance of common stock related to earnout restricted stock units settlement | 5,101 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 3,291,922 | 33 | - | 46,533 | - | - | 46,566 | |||||||||||||||||||||
Treasury stock repurchase | 2,571 | - | (47 | ) | - | - | - | (47 | ) | |||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (196 | ) | - | (196 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 31,009 | - | - | 31,009 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (221,863 | ) | (221,863 | ) | |||||||||||||||||||
Balance at December 31, 2022 | 79,123,312 | $ | 791 | $ | (47 | ) | $ | 1,203,074 | $ | (357 | ) | $ | (713,775 | ) | $ | 489,686 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Operating activities: | ||||||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Accretion of discount on convertible notes | - | 753 | 2,758 | |||||||||
Depreciation and amortization of property and equipment | 3,932 | 3,240 | 1,145 | |||||||||
Amortization of right of use asset | 2,334 | 2,133 | 5,105 | |||||||||
Write down of property and equipment, net | 236 | 261 | 419 | |||||||||
Stock-based compensation | 31,009 | 29,237 | 18,567 | |||||||||
Amortization of premium on investments, net | 134 | 2,887 | 580 | |||||||||
Expense in connection with warrant issuance | - | 12,781 | 26,562 | |||||||||
Changes in operating assets and liabilities, net of acquisition: | ||||||||||||
Prepaid expenses and other assets | (3,593 | ) | 1,307 | (1,517 | ) | |||||||
Accounts payable and accrued expenses | 9,674 | (4,827 | ) | 11,015 | ||||||||
Operating lease liabilities | (120 | ) | (11 | ) | (139 | ) | ||||||
Finance lease liability | 172 | 201 | 452 | |||||||||
Other liabilities | (57 | ) | (56 | ) | 113 | |||||||
Net cash used in operating activities | (178,142 | ) | (121,163 | ) | (74,640 | ) | ||||||
Investing activities: | ||||||||||||
Purchases of investments | (376,327 | ) | (245,875 | ) | (209,343 | ) | ||||||
Proceeds from maturities of investments | 272,894 | 272,443 | 141,811 | |||||||||
Cash proceeds from acquisition of business, net of cash paid | 42,726 | - | - | |||||||||
Payments made to acquire right of use asset | (261 | ) | (95 | ) | (8,452 | ) | ||||||
Purchases of property and equipment | (8,358 | ) | (7,620 | ) | (20,607 | ) | ||||||
Net cash (used in) provided by investing activities | (69,326 | ) | 18,853 | (96,591 | ) | |||||||
Financing activities: | ||||||||||||
Issuance of common stock, pursuant to exercise of stock options | 631 | 26,354 | 2,558 | |||||||||
Issuance of common stock, net of issuance costs | 108,138 | 11,327 | 280,763 | |||||||||
Proceeds from sale of treasury stock, net of cash paid | - | - | 591 | |||||||||
Payment of withholding tax on option exercise | - | - | (614 | ) | ||||||||
Treasury stock repurchase | (47 | ) | - | (72 | ) | |||||||
Convertible notes refinancing costs to the lender | - | - | (237 | ) | ||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 46,566 | - | - | |||||||||
Net cash provided by financing activities | 155,288 | 37,681 | 282,989 | |||||||||
Net change in cash, cash equivalents and restricted cash | (92,180 | ) | (64,629 | ) | 111,758 | |||||||
Cash, cash equivalents and restricted cash at beginning of period | 234,037 | 298,666 | 186,908 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 141,857 | $ | 234,037 | $ | 298,666 | ||||||
Supplemental disclosure of non-cash financing and investing activities: | ||||||||||||
Accrued purchases of property and equipment, ending balance | $ | 2,095 | $ | 728 | $ | 1,756 | ||||||
Unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||
Conversion of convertible notes into common stock | - | 40,694 | 7,629 | |||||||||
Issuance of common stock related to acquisition | 70,724 | - | - | |||||||||
Finance lease right of use asset and lease liability | - | - | 20,179 | |||||||||
Reclassification of construction in process from finance right of use asset | 261 | 98 | 26,465 | |||||||||
Supplemental cash flow information: | ||||||||||||
Cash paid for interest | $ | - | $ | 148 | $ | 2,960 |
1. | Nature of Business and Basis of Presentation |
2. | Risks and Liquidity |
3. | Summary of Significant Accounting Policies |
December 31, 2022 | December 31, 2021 | |||||||
Cash and cash equivalents | $ | 140,517 | $ | 232,694 | ||||
Restricted cash | 1,340 | 1,343 | ||||||
$ | 141,857 | $ | 234,037 |
Item 9B. | Other Information |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10. | Directors, Executive Officers, and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Party Transactions, and Director Independence |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits, Financial Statements and Schedules |
Reports of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets as of December 31, 2022 and 2021 | F-5 |
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 | F-6 |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020 | F-7 |
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020 | F-8 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 | F-9 |
Notes to Consolidated Financial Statements | F-10 |
Exhibit | Exhibit Index |
Number | Description of Exhibit |
Agreement and Plan of Merger and Reorganization, dated as of September 12, 2017, by and among Inotek Pharmaceuticals Corporation, Rocket Pharmaceuticals, Ltd. and Rome Merger Sub (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 13, 2017, and incorporated herein by reference) | |
Agreement and Plan of Merger, dated September 19, 2022, by and among Rocket Pharmaceuticals, Renovacor, Inc., Zebrafish Merger Sub, Inc. and Zebrafish Merger Sub, LLC (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 20, 2022, and incorporated herein by reference) | |
Seventh Amended and Restated Certificate of Incorporation of Rocket Pharmaceuticals, Inc., effective as of February 23, 2015 (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2015, and incorporated herein by reference) | |
Certificate of Amendment (Reverse Stock Split) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment (Name Change) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective June 25, 2018 (Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 25, 2019, and incorporated herein by reference) | |
Amended and Restated By-Laws of Rocket Pharmaceuticals, Inc., effective as of March 29, 2018 (Filed as Exhibit 3.4 to the Company's registration statement on Form 8-A/A, as amended, filed with the SEC on January 11, 2018, and incorporated herein by reference) | |
Form of Common Stock Certificate of Rocket Pharmaceuticals, Inc. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
4.2 | Description of Securities (Filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
2004 Stock Option and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Inc. Second Amended and Restated 2014 Stock Option and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2018, and incorporated herein by reference) | |
Form of Incentive Stock Option Agreement (Employees) (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Employees) (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Consultants) (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Restricted Stock Unit Award Agreement (Filed as Exhibit 10.6.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Ltd. 2015 Share Option Plan (Filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Letter Agreement, dated as of July 28, 2014, by and between the Registrant and David P. Southwell (Filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Amendment to Offer Letter, effective as of September 1, 2017, by and between Inotek and David Southwell (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2017, and incorporated herein by reference) | |
10.10# | Offer Letter, dated September 29, 2017, by and between the Registrant and Raj Prabhakar. |
10.11# | Offer Letter, dated April 29, 2021, by and between the registrant and Isabel Carmona. |
10.12** | Amended and Restated Lease Agreement, dated as of June 26, 2019, by and between Rocket Pharmaceuticals, Inc. and Cedar Brook 12 Corporate Center, L.P. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2018, and incorporated herein by reference) |
Rocket Pharmaceuticals, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 8-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its directors (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its officers (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Severance and Change of Control Agreements, to be entered into between the Registrant and certain of its officers (Filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Agreement of Lease, dated as of June 6, 2018, by and between Rocket Pharmaceuticals, Inc. and ESRT Empire State Building, L.L.C., (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) |
License Agreement, dated as of November 19, 2018, by and between Rocket Pharmaceuticals, Ltd. and REGENXBIO Inc. (Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2019, and incorporated herein by reference) | |
10.19 | Warrant to Purchase Shares of Common Stock, dated as of December 21, 2020, by and between the Registrant and Neptune Consulting, LLC. (Filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.20 | Warrant to Purchase Shares of Series Preferred Stock, dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Horizon Technology Finance Corporation (Filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.21 | Warrant to Purchase Shares of Series Preferred Stock dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Fortress Credit Co LLC (Filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.22 | Warrant to Purchase Shares of Common Stock, dated as of December 17, 2021, by and between the Registrant and Neptune Consulting, LLC. (First Indication) |
10.23 | Warrant to Purchase Shares of Common Stock, dated as of December 17, 2021, by and between the Registrant and Neptune Consulting, LLC. (Second Indication) |
10.24 | Securities Purchase Agreement, dated as of August 27, 2021, by and among Rocket Pharmaceuticals, Inc., and each of those persons listed as a Purchaser on the Schedule of Purchasers attached as Schedule I thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2021, and incorporated herein by reference) |
10.25 | Registration Rights Agreement, dated as of August 27, 2021, by and among Rocket Pharmaceuticals, Inc., and each of those persons listed as an Investor on the Schedule of Inventors attached as Schedule A thereto (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2021, and incorporated herein by reference) |
10.26 | Sales Agreement, dated February 28, 2022, by and between the Company and Cowen and Company, LLC (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2022, and incorporated herein by reference) |
List of Subsidiaries (Filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
23.1* | Consent of EisnerAmper LLP |
24.1* | Power of Attorney (included in the signature page) |
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Link Document. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101) |
* | Filed herewith. |
# | Indicates management contract or compensatory plan. |
† | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
** | Certain portions of this exhibit have been excluded because they are both not material and would likely cause competitive harm to the Company if publicly disclosed. |
† | The certification attached as Exhibit 32.1 accompanying this Annual Report on Form 10- K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rocket Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
Rocket Pharmaceuticals, Inc. | ||
By: | /s/ Gaurav Shah, MD | |
Gaurav Shah, MD | ||
President and Chief Executive Officer |
Name | Title | Date | ||
/s/ Gaurav Shah, MD | Chief Executive Officer and Director | February 28, 2023 | ||
Gaurav Shah, MD | (Principal Executive Officer) | |||
/s/ John C. Militello | VP, Finance, Senior Controller & Treasurer | February 28, 2023 | ||
John C. Militello | (Interim Principal Financial Officer, Principal Accounting Officer) | |||
/s/ Carsten Boess | ||||
Carsten Boess | Director | February 28, 2023 | ||
/s/ Pedro Granadillo | ||||
Pedro Granadillo | Director | February 28, 2023 | ||
/s/ Gotham Makker, MD | ||||
Gotham Makker, MD | Director | February 28, 2023 | ||
/s/ David P. Southwell | ||||
David P. Southwell | Director | February 28, 2023 | ||
/s/ Roderick Wong, MD | ||||
Roderick Wong, MD | Director | February 28, 2023 | ||
/s/ Naveen Yalamanchi, MD | ||||
Naveen Yalamanchi, MD | Director | February 28, 2023 | ||
/s/ Elisabeth Björk | ||||
Elisabeth Björk | Director | February 28, 2023 | ||
/s/ Fady Malik | ||||
Fady Malik | Director | February 28, 2023 |
F-2 | |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 | |
F-9 |
December 31, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 140,517 | $ | 232,694 | ||||
Investments | 215,877 | 156,046 | ||||||
Prepaid expenses and other current assets | 7,666 | 3,319 | ||||||
Total current assets | 364,060 | 392,059 | ||||||
Property and equipment, net | 29,009 | 22,299 | ||||||
Goodwill | 39,154 | 30,815 | ||||||
Intangible assets | 25,724 | - | ||||||
Restricted cash | 1,340 | 1,343 | ||||||
Deposits | 608 | 455 | ||||||
Investments | 43,276 | - | ||||||
Operating lease right-of-use assets | 1,972 | 1,569 | ||||||
Finance lease right-of-use asset | 46,664 | 48,480 | ||||||
Total assets | $ | 551,807 | $ | 497,020 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 36,660 | $ | 19,615 | ||||
Operating lease liabilities, current | 773 | 863 | ||||||
Finance lease liability, current | 1,736 | 1,689 | ||||||
Total current liabilities | 39,169 | 22,167 | ||||||
Operating lease liabilities, non-current | 1,088 | 905 | ||||||
Finance lease liability, non-current | 19,269 | 19,144 | ||||||
Other liabilities | 2,595 | 80 | ||||||
Total liabilities | 62,121 | 42,296 | ||||||
Commitments and contingencies (Note 12) | | | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value, authorized 5,000,000 shares: | ||||||||
Series A convertible preferred stock; 300,000 shares designated as Series A; 0 shares issued and outstanding | - | - | ||||||
Series B convertible preferred stock; 300,000 shares designated as Series B; 0 shares issued and outstanding | - | - | ||||||
Common stock, $0.01 par value, 120,000,000 shares authorized; 79,123,312 and 64,505,889 shares issued and 79,120,741 and 64,505,889 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 791 | 645 | ||||||
Treasury stock, at cost, 2,571 and 0 common shares at December 31, 2022 and December 31, 2021 respectively | (47 | ) | - | |||||
Additional paid-in capital | 1,203,074 | 946,152 | ||||||
Accumulated other comprehensive loss | (357 | ) | (161 | ) | ||||
Accumulated deficit | (713,775 | ) | (491,912 | ) | ||||
Total stockholders’ equity | 489,686 | 454,724 | ||||||
Total liabilities and stockholders’ equity | $ | 551,807 | $ | 497,020 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Revenue | $ | - | $ | - | $ | - | ||||||
Operating expenses: | ||||||||||||
Research and development | 165,570 | 125,476 | 105,438 | |||||||||
General and administrative | 58,773 | 41,772 | 28,865 | |||||||||
Total operating expenses | 224,343 | 167,248 | 134,303 | |||||||||
Loss from operations | (224,343 | ) | (167,248 | ) | (134,303 | ) | ||||||
Research and development incentives | 500 | 1,000 | - | |||||||||
Interest expense | (1,862 | ) | (2,977 | ) | (6,967 | ) | ||||||
Interest and other income, net | 3,889 | 3,068 | 2,150 | |||||||||
Amortization of premium on investments, net | (47 | ) | (2,912 | ) | (580 | ) | ||||||
Total other income (expense), net | 2,480 | (1,821 | ) | (5,397 | ) | |||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Net loss per share attributable to common stockholders - basic and diluted | $ | (3.26 | ) | $ | (2.67 | ) | $ | (2.52 | ) | |||
Weighted-average common shares outstanding - basic and diluted | 68,148,925 | 63,235,417 | 55,380,740 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Other comprehensive loss | ||||||||||||
Net unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||
Total comprehensive loss | $ | (222,059 | ) | $ | (169,188 | ) | $ | (139,762 | ) |
Common Stock | Treasury | Additional paid in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||
Shares | Amount | Stock | capital | Income / (Loss) | Deficit | Equity | ||||||||||||||||||||||
Balance at December 31, 2019 | 54,773,061 | $ | 548 | $ | (53 | ) | $ | 489,925 | $ | 20 | $ | (183,143 | ) | $ | 307,297 | |||||||||||||
Issuance of common stock, net of issuance costs | 5,339,286 | 53 | - | 280,710 | - | - | 280,763 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 586,857 | 6 | - | 2,552 | - | - | 2,558 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of warrant | 1,601 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 298,562 | 3 | - | 7,626 | - | - | 7,629 | |||||||||||||||||||||
Issuance of warrants | - | - | - | 26,562 | - | - | 26,562 | |||||||||||||||||||||
Stock repurchase | (3,000 | ) | - | - | (72 | ) | - | - | (72 | ) | ||||||||||||||||||
Sale of treasury stock | - | - | 667 | (76 | ) | - | - | 591 | ||||||||||||||||||||
Issuance of treasury stock pursuant to exercise of stock options | - | - | (614 | ) | - | - | - | (614 | ) | |||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (62 | ) | - | (62 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 18,567 | - | - | 18,567 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (139,700 | ) | (139,700 | ) | |||||||||||||||||||
Balance at December 31, 2020 | 60,996,367 | 610 | - | 825,794 | (42 | ) | (322,843 | ) | 503,519 | |||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 1,209,960 | 12 | - | 11,315 | - | - | 11,327 | |||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 1,487,046 | 15 | - | 40,679 | - | - | 40,694 | |||||||||||||||||||||
Issuance of common stock, net of issuance costs | 812,516 | 8 | - | 26,346 | - | - | 26,354 | |||||||||||||||||||||
Issuance of warrants | - | - | - | 12,781 | - | - | 12,781 | |||||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (119 | ) | - | (119 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 29,237 | - | - | 29,237 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (169,069 | ) | (169,069 | ) | |||||||||||||||||||
Balance at December 31, 2021 | 64,505,889 | 645 | - | 946,152 | (161 | ) | (491,912 | ) | 454,724 | |||||||||||||||||||
Issuance of common stock, net of issuance costs | 7,820,000 | 78 | - | 108,060 | - | - | 108,138 | |||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 66,887 | 1 | - | 630 | - | - | 631 | |||||||||||||||||||||
Issuance of common stock pursuant to vesting of restricted stock units | 10,168 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock related to acquisition | 3,420,774 | 34 | - | 70,690 | - | - | 70,724 | |||||||||||||||||||||
Issuance of common stock related to earnout restricted stock units settlement | 5,101 | - | - | - | - | - | - | |||||||||||||||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 3,291,922 | 33 | - | 46,533 | - | - | 46,566 | |||||||||||||||||||||
Treasury stock repurchase | 2,571 | - | (47 | ) | - | - | - | (47 | ) | |||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (196 | ) | - | (196 | ) | |||||||||||||||||||
Stock-based compensation | - | - | - | 31,009 | - | - | 31,009 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (221,863 | ) | (221,863 | ) | |||||||||||||||||||
Balance at December 31, 2022 | 79,123,312 | $ | 791 | $ | (47 | ) | $ | 1,203,074 | $ | (357 | ) | $ | (713,775 | ) | $ | 489,686 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Operating activities: | ||||||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Accretion of discount on convertible notes | - | 753 | 2,758 | |||||||||
Depreciation and amortization of property and equipment | 3,932 | 3,240 | 1,145 | |||||||||
Amortization of right of use asset | 2,334 | 2,133 | 5,105 | |||||||||
Write down of property and equipment, net | 236 | 261 | 419 | |||||||||
Stock-based compensation | 31,009 | 29,237 | 18,567 | |||||||||
Amortization of premium on investments, net | 134 | 2,887 | 580 | |||||||||
Expense in connection with warrant issuance | - | 12,781 | 26,562 | |||||||||
Changes in operating assets and liabilities, net of acquisition: | ||||||||||||
Prepaid expenses and other assets | (3,593 | ) | 1,307 | (1,517 | ) | |||||||
Accounts payable and accrued expenses | 9,674 | (4,827 | ) | 11,015 | ||||||||
Operating lease liabilities | (120 | ) | (11 | ) | (139 | ) | ||||||
Finance lease liability | 172 | 201 | 452 | |||||||||
Other liabilities | (57 | ) | (56 | ) | 113 | |||||||
Net cash used in operating activities | (178,142 | ) | (121,163 | ) | (74,640 | ) | ||||||
Investing activities: | ||||||||||||
Purchases of investments | (376,327 | ) | (245,875 | ) | (209,343 | ) | ||||||
Proceeds from maturities of investments | 272,894 | 272,443 | 141,811 | |||||||||
Cash proceeds from acquisition of business, net of cash paid | 42,726 | - | - | |||||||||
Payments made to acquire right of use asset | (261 | ) | (95 | ) | (8,452 | ) | ||||||
Purchases of property and equipment | (8,358 | ) | (7,620 | ) | (20,607 | ) | ||||||
Net cash (used in) provided by investing activities | (69,326 | ) | 18,853 | (96,591 | ) | |||||||
Financing activities: | ||||||||||||
Issuance of common stock, pursuant to exercise of stock options | 631 | 26,354 | 2,558 | |||||||||
Issuance of common stock, net of issuance costs | 108,138 | 11,327 | 280,763 | |||||||||
Proceeds from sale of treasury stock, net of cash paid | - | - | 591 | |||||||||
Payment of withholding tax on option exercise | - | - | (614 | ) | ||||||||
Treasury stock repurchase | (47 | ) | - | (72 | ) | |||||||
Convertible notes refinancing costs to the lender | - | - | (237 | ) | ||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 46,566 | - | - | |||||||||
Net cash provided by financing activities | 155,288 | 37,681 | 282,989 | |||||||||
Net change in cash, cash equivalents and restricted cash | (92,180 | ) | (64,629 | ) | 111,758 | |||||||
Cash, cash equivalents and restricted cash at beginning of period | 234,037 | 298,666 | 186,908 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 141,857 | $ | 234,037 | $ | 298,666 | ||||||
Supplemental disclosure of non-cash financing and investing activities: | ||||||||||||
Accrued purchases of property and equipment, ending balance | $ | 2,095 | $ | 728 | $ | 1,756 | ||||||
Unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||
Conversion of convertible notes into common stock | - | 40,694 | 7,629 | |||||||||
Issuance of common stock related to acquisition | 70,724 | - | - | |||||||||
Finance lease right of use asset and lease liability | - | - | 20,179 | |||||||||
Reclassification of construction in process from finance right of use asset | 261 | 98 | 26,465 | |||||||||
Supplemental cash flow information: | ||||||||||||
Cash paid for interest | $ | - | $ | 148 | $ | 2,960 |
1. | Nature of Business and Basis of Presentation |
2. | Risks and Liquidity |
3. | Summary of Significant Accounting Policies |
December 31, 2022 | December 31, 2021 | |||||||
Cash and cash equivalents | $ | 140,517 | $ | 232,694 | ||||
Restricted cash | 1,340 | 1,343 | ||||||
$ | 141,857 | $ | 234,037 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits, Financial Statements and Schedules |
F-2 | |
Consolidated Balance Sheets as of December 31, | |
Consolidated Statements of Operations for the Years Ended December 31, | |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, | |
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, | |
Consolidated Statements of Cash Flows for the Years Ended December 31, | |
Notes to Consolidated Financial Statements |
Exhibit | Exhibit Index |
Number | Description of Exhibit |
Agreement and Plan of Merger and Reorganization, dated as of September 12, 2017, by and among Inotek Pharmaceuticals Corporation, Rocket Pharmaceuticals, Ltd. and Rome Merger Sub | |
Agreement and Plan of Merger, dated September 19, 2022, by and among Rocket Pharmaceuticals, Renovacor, Inc., Zebrafish Merger Sub, Inc. and Zebrafish Merger Sub, LLC (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 20, 2022, and incorporated herein by reference) | |
Seventh Amended and Restated Certificate of Incorporation of Rocket Pharmaceuticals, Inc., effective as of February 23, 2015 (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2015, and incorporated herein by reference) | |
Certificate of Amendment (Reverse Stock Split) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment (Name Change) to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective January 4, 2018 (Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Certificate of Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant, effective June 25, 2018 (Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 25, 2019, and incorporated herein by reference) | |
Amended and Restated By-Laws of Rocket Pharmaceuticals, Inc., effective as of March 29, 2018 (Filed as Exhibit 3.4 to the Company's registration statement on Form 8-A/A, as amended, filed with the SEC on January and incorporated herein by reference) | |
Form of Common Stock Certificate of Rocket Pharmaceuticals, Inc. (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
2004 Stock Option and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Inc. Second Amended and Restated 2014 Stock Option and Incentive Plan | |
Form of Incentive Stock Option Agreement (Employees) (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Employees) (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Non-Qualified Stock Option Agreement (Consultants) (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) | |
Form of Restricted Stock Unit Award Agreement (Filed as Exhibit 10.6.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Rocket Pharmaceuticals, Ltd. 2015 Share Option Plan (Filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Letter Agreement, dated as of July 28, 2014, by and between the Registrant and David P. Southwell (Filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (333-199859), filed with the SEC on November 5, 2014, as amended, and incorporated herein by reference) | |
Amendment to Offer Letter, effective as of September 1, 2017, by and between Inotek and David Southwell (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2017, and incorporated herein by reference) | |
10.10# | Offer Letter, dated September |
10.11# | Offer Letter, dated April 29, 2021, by and between the registrant and |
10.12** | Amended and Restated Lease Agreement, dated as of June 26, 2019, by and between Rocket Pharmaceuticals, Inc. and Cedar Brook 12 Corporate Center, L.P. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2018, and incorporated herein by reference) |
Rocket Pharmaceuticals, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 8-K, filed with the SEC on March 7, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its directors (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Indemnification Agreement, to be entered into between the Registrant and its officers (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 5, 2018, and incorporated herein by reference) | |
Form of Severance and Change of Control Agreements, to be entered into between the Registrant and certain of its officers (Filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Agreement of Lease, dated as of June 6, 2018, by and between Rocket Pharmaceuticals, Inc. and ESRT Empire State Building, L.L.C. , (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2018, and incorporated herein by reference) |
License Agreement, dated as of November 19, 2018, by and between Rocket Pharmaceuticals, Ltd. and REGENXBIO Inc. (Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2019, and incorporated herein by reference) | |
10.19 | Warrant to Purchase Shares of Common Stock, dated as of December 21, 2020, by and between the Registrant and Neptune Consulting, LLC. (Filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.20 | Warrant to Purchase Shares of Series Preferred Stock, dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Horizon Technology Finance Corporation |
10.21 | Warrant to Purchase Shares of Series Preferred Stock dated as of June 28, 2013, by and between Inotek Pharmaceuticals Corporation and Fortress Credit Co LLC (Filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) |
10.22 | |
10.23 | Warrant to Purchase Shares of Common Stock, dated as of December 17, 2021, by and between the Registrant and Neptune Consulting, LLC. (Second Indication) |
10.24 | Securities Purchase Agreement, dated as of |
10.25 | Registration Rights Agreement, dated as of August 27, 2021, by and among Rocket Pharmaceuticals, Inc., and each of those persons listed as an Investor on the Schedule of Inventors attached as Schedule A thereto (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2021, and incorporated herein by reference) |
10.26 | Sales Agreement, dated February 28, 2022, by and between |
List of Subsidiaries (Filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021, and incorporated herein by reference) | |
Consent of EisnerAmper LLP | |
Power of Attorney (included in the signature page) | |
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Link Document. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101) |
* | Filed herewith. |
# | Indicates management contract or compensatory plan. |
† | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
** | Certain portions of this exhibit have been excluded because they are both not material and would likely cause competitive harm to the Company if publicly disclosed. |
Rocket Pharmaceuticals, Inc. | ||
By: | /s/ Gaurav Shah, MD | |
Gaurav Shah, MD | ||
President and Chief Executive Officer |
Name | Title | Date | ||
/s/ Gaurav Shah, MD | Chief Executive Officer and Director | February 28, 2023 | ||
Gaurav Shah, MD | (Principal Executive Officer) | |||
/s/ | VP, Finance, Senior | February 28, 2023 | ||
John C. Militello | (Interim Principal Financial Officer, Principal Accounting Officer) | |||
/s/ Carsten Boess | ||||
Carsten Boess | Director | February 28, 2023 | ||
/s/ | ||||
Pedro Granadillo | February 28, 2023 | |||
/s/ | ||||
Gotham Makker, MD | Director | |||
February 28, 2023 | ||||
/s/ | ||||
David P. Southwell | Director | |||
February 28, 2023 | ||||
/s/ | ||||
Roderick Wong, MD | Director | |||
February 28, 2023 | ||||
/s/ | ||||
Naveen Yalamanchi, MD | Director | |||
February 28, 2023 | ||||
/s/ | ||||
Elisabeth Björk | Director | |||
February 28, 2023 | ||||
/s/ | ||||
Fady Malik | Director | |||
February 28, 2023 |
F-2 | |
December 31, 2019 | December 31, 2018 | December 31, 2022 | December 31, 2021 | |||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 185,383 | $ | 111,355 | $ | 140,517 | $ | 232,694 | ||||||||
Investments | 118,732 | 94,375 | 215,877 | 156,046 | ||||||||||||
Prepaid expenses and other assets | 3,639 | 3,358 | ||||||||||||||
Prepaid expenses and other current assets | 7,666 | 3,319 | ||||||||||||||
Total current assets | 307,754 | 209,088 | 364,060 | 392,059 | ||||||||||||
Property and equipment, net | 29,295 | 2,027 | 29,009 | 22,299 | ||||||||||||
Goodwill | 30,815 | 30,815 | 39,154 | 30,815 | ||||||||||||
Internal use software | 226 | - | ||||||||||||||
Intangible assets | 25,724 | - | ||||||||||||||
Restricted cash | 1,525 | 1,436 | 1,340 | 1,343 | ||||||||||||
Deposits | 455 | 545 | 608 | 455 | ||||||||||||
Investments | 43,276 | - | ||||||||||||||
Operating lease right-of-use assets | 2,051 | - | 1,972 | 1,569 | ||||||||||||
Investments | - | 7,402 | ||||||||||||||
Finance lease right-of-use asset | 46,664 | 48,480 | ||||||||||||||
Total assets | $ | 372,121 | $ | 251,313 | $ | 551,807 | $ | 497,020 | ||||||||
Liabilities and stockholders’ equity | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable and accrued expenses | $ | 17,352 | $ | 15,372 | $ | 36,660 | $ | 19,615 | ||||||||
Operating lease liabilities, current | 957 | - | 773 | 863 | ||||||||||||
Finance lease liability, current | 1,736 | 1,689 | ||||||||||||||
Total current liabilities | 18,309 | 15,372 | 39,169 | 22,167 | ||||||||||||
Convertible notes, net of unamortized discount | 45,049 | 41,447 | ||||||||||||||
Operating lease liabilities, non-current | 1,443 | - | 1,088 | 905 | ||||||||||||
Finance lease liability, non-current | 19,269 | 19,144 | ||||||||||||||
Other liabilities | 23 | 457 | 2,595 | 80 | ||||||||||||
Total liabilities | 64,824 | 57,276 | 62,121 | 42,296 | ||||||||||||
Commitments and contingencies (Note 13) | ||||||||||||||||
Commitments and contingencies (Note 12) | | | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||
Preferred stock, $0.01 par value, authorized 5,000,000 shares: | ||||||||||||||||
Preferred stock, $0.01 par value, authorized 5,000,000 shares: | ||||||||||||||||
Series A convertible preferred stock; 300,000 shares designated as Series A; 0 shares issued and outstanding | - | - | - | - | ||||||||||||
Series B convertible preferred shares; 300,000 shares designated as Series B; 0 shares issued and outstanding | - | - | ||||||||||||||
Common stock, $0.01 par value, 120,000,000 shares authorized; 54,773,061 and 45,194,736 shares issued and 54,769,030 and 45,144,736 shares outstanding at December 31, 2019 and 2018, respectively | 548 | 452 | ||||||||||||||
Treasury stock, at cost, 4,031 and 50,000 common shares at December 31, 2019 and 2018, respectively | (53 | ) | (668 | ) | ||||||||||||
Series B convertible preferred stock; 300,000 shares designated as Series B; 0 shares issued and outstanding | - | - | ||||||||||||||
Common stock, $0.01 par value, 120,000,000 shares authorized; 79,123,312 and 64,505,889 shares issued and 79,120,741 and 64,505,889 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 791 | 645 | ||||||||||||||
Treasury stock, at cost, 2,571 and 0 common shares at December 31, 2022 and December 31, 2021 respectively | (47 | ) | - | |||||||||||||
Additional paid-in capital | 489,925 | 300,253 | 1,203,074 | 946,152 | ||||||||||||
Accumulated other comprehensive income (loss) | 20 | (127 | ) | |||||||||||||
Accumulated other comprehensive loss | (357 | ) | (161 | ) | ||||||||||||
Accumulated deficit | (183,143 | ) | (105,873 | ) | (713,775 | ) | (491,912 | ) | ||||||||
Total stockholders’ equity | 307,297 | 194,037 | 489,686 | 454,724 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 372,121 | $ | 251,313 | $ | 551,807 | $ | 497,020 |
For the Years Ended December 31, | For the Years Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 58,623 | 53,270 | 165,570 | 125,476 | 105,438 | |||||||||||||||
General and administrative | 17,528 | 17,886 | 58,773 | 41,772 | 28,865 | |||||||||||||||
Total operating expenses | 76,151 | 71,156 | 224,343 | 167,248 | 134,303 | |||||||||||||||
Loss from operations | (76,151 | ) | (71,156 | ) | (224,343 | ) | (167,248 | ) | (134,303 | ) | ||||||||||
Research and development incentives | 250 | 186 | 500 | 1,000 | - | |||||||||||||||
Interest expense | (5,958 | ) | (6,039 | ) | (1,862 | ) | (2,977 | ) | (6,967 | ) | ||||||||||
Interest and other income net | 3,414 | 1,690 | ||||||||||||||||||
Accretion of discount on investments | 1,175 | 801 | ||||||||||||||||||
Interest and other income, net | 3,889 | 3,068 | 2,150 | |||||||||||||||||
Amortization of premium on investments, net | (47 | ) | (2,912 | ) | (580 | ) | ||||||||||||||
Total other income (expense), net | 2,480 | (1,821 | ) | (5,397 | ) | |||||||||||||||
Net loss | $ | (77,270 | ) | $ | (74,518 | ) | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (1.58 | ) | $ | (1.89 | ) | $ | (3.26 | ) | $ | (2.67 | ) | $ | (2.52 | ) | |||||
Weighted-average common shares outstanding - basic and diluted | 49,010,358 | 39,377,666 | 68,148,925 | 63,235,417 | 55,380,740 |
For the Years Ended December 31, | For the Years Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
Net loss | $ | (77,270 | ) | $ | (74,518 | ) | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||||
Other comprehensive loss | ||||||||||||||||||||
Net unrealized gain (loss) on investments | 147 | (127 | ) | |||||||||||||||||
Net unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||||||||||
Total comprehensive loss | $ | (77,123 | ) | $ | (74,645 | ) | $ | (222,059 | ) | $ | (169,188 | ) | $ | (139,762 | ) |
Series A Convertible Preferred Shares | Series B Convertible Preferred Shares | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | Common Stock | Treasury | Additional paid in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | capital | Income / (Loss) | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2017 | 128,738 | $ | 16,060 | 126,909 | $ | 25,406 | 6,795,627 | $ | 68 | $ | - | $ | 5,340 | $ | - | $ | (31,355 | ) | $ | 15,519 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible preferred shares into common shares | (128,738 | ) | (16,060 | ) | (126,909 | ) | (25,406 | ) | 19,475,788 | 194 | - | 41,272 | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of common shares in connection with the Reverse Merger | - | - | - | - | 6,805,608 | 68 | - | 85,992 | - | - | 86,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs of $9.3 million | - | - | - | - | 11,475,242 | 115 | - | 153,907 | - | - | 154,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to settlement of restricted stock units | - | - | - | - | 271,718 | 3 | - | (3 | ) | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 | 54,773,061 | $ | 548 | $ | (53 | ) | $ | 489,925 | $ | 20 | $ | (183,143 | ) | $ | 307,297 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 5,339,286 | 53 | - | 280,710 | - | - | 280,763 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | - | - | - | - | 370,753 | 4 | - | 144 | - | - | 148 | 586,857 | 6 | - | 2,552 | - | - | 2,558 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to exercise of warrant | 1,601 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 298,562 | 3 | - | 7,626 | - | - | 7,629 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | - | - | - | 26,562 | - | - | 26,562 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock repurchase | - | - | - | - | - | - | (668 | ) | - | - | - | (668 | ) | (3,000 | ) | - | - | (72 | ) | - | - | (72 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on investments | - | - | - | - | - | - | - | - | (127 | ) | - | (127 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of treasury stock | - | - | 667 | (76 | ) | - | - | 591 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury stock pursuant to exercise of stock options | - | - | (614 | ) | - | - | - | (614 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (62 | ) | - | (62 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | - | 13,601 | - | - | 13,601 | - | - | - | 18,567 | - | - | 18,567 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | (74,518 | ) | (74,518 | ) | - | - | - | - | - | (139,700 | ) | (139,700 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018 | - | $ | - | - | $ | - | 45,194,736 | $ | 452 | $ | (668 | ) | $ | 300,253 | $ | (127 | ) | $ | (105,873 | ) | $ | 194,037 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 | 60,996,367 | 610 | - | 825,794 | (42 | ) | (322,843 | ) | 503,519 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | 1,209,960 | 12 | - | 11,315 | - | - | 11,327 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to conversion of notes | 1,487,046 | 15 | - | 40,679 | - | - | 40,694 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 812,516 | 8 | - | 26,346 | - | - | 26,354 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants | - | - | - | 12,781 | - | - | 12,781 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (119 | ) | - | (119 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | 29,237 | - | - | 29,237 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | (169,069 | ) | (169,069 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | 64,505,889 | 645 | - | 946,152 | (161 | ) | (491,912 | ) | 454,724 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | - | - | - | - | 9,568,000 | 96 | - | 177,664 | - | - | 177,760 | 7,820,000 | 78 | - | 108,060 | - | - | 108,138 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to exercise of stock options | - | - | - | - | 110,325 | 1 | - | 30 | - | - | 31 | 66,887 | 1 | - | 630 | - | - | 631 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock purchases | - | - | - | - | - | - | (725 | ) | (1 | ) | - | - | (726 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of treasury stock pursuant to exercise of stock options | - | - | - | - | - | - | (397 | ) | - | - | - | (397 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of treasury stock | - | - | - | - | (100,000 | ) | (1 | ) | 1,393 | (1,392 | ) | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of treasury stock | - | - | - | - | - | - | 344 | - | - | - | 344 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized comprehensive gain on investments | - | - | - | - | - | - | - | - | 147 | - | 147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to vesting of restricted stock units | 10,168 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock related to acquisition | 3,420,774 | 34 | - | 70,690 | - | - | 70,724 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock related to earnout restricted stock units settlement | 5,101 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 3,291,922 | 33 | - | 46,533 | - | - | 46,566 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Treasury stock repurchase | 2,571 | - | (47 | ) | - | - | - | (47 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized comprehensive loss on marketable securities | - | - | - | - | (196 | ) | - | (196 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | - | 13,371 | - | - | 13,371 | - | - | - | 31,009 | - | - | 31,009 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | (77,270 | ) | (77,270 | ) | - | - | - | - | - | (221,863 | ) | (221,863 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 | - | $ | - | - | $ | - | 54,773,061 | $ | 548 | $ | (53 | ) | $ | 489,925 | $ | 20 | $ | (183,143 | ) | $ | 307,297 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2022 | 79,123,312 | $ | 791 | $ | (47 | ) | $ | 1,203,074 | $ | (357 | ) | $ | (713,775 | ) | $ | 489,686 |
For the Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
Operating Activities: | ||||||||
Net loss | $ | (77,270 | ) | $ | (74,518 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Accretion of discount on convertible notes | 3,602 | 3,059 | ||||||
Increase in lease liability | - | (161 | ) | |||||
Depreciation expense | 426 | 330 | ||||||
Stock-based compensation | 13,371 | 13,601 | ||||||
Loss on disposal of property and equipment | - | 317 | ||||||
Accretion of discount on investments | (1,066 | ) | (801 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other assets | (917 | ) | (1,505 | ) | ||||
Accounts payable and accrued expenses | (2,722 | ) | 5,890 | |||||
Operating lease liabilities | (87 | ) | - | |||||
Net cash used in operating activities | (64,663 | ) | (53,788 | ) | ||||
Investing activities: | ||||||||
Cash acquired in connection with the Reverse Merger | - | 76,348 | ||||||
Purchases of investments | (184,298 | ) | (141,087 | ) | ||||
Proceeds from maturities of investments | 168,556 | 61,276 | ||||||
Proceeds from sale of property and equipment | - | 20 | ||||||
Purchases of property and equipment | (23,269 | ) | (1,453 | ) | ||||
Payment of security deposit | - | (376 | ) | |||||
Net cash used in investing activities | (39,011 | ) | (5,272 | ) | ||||
Financing activities: | ||||||||
Proceeds from issuance of common stock, net of issuance costs | 177,760 | 154,022 | ||||||
Issuance of common stock, pursuant to exercise of stock options | 31 | 148 | ||||||
Treasury stock repurchase | - | (668 | ) | |||||
Proceeds from sale of treasury stock | 344 | - | ||||||
Payment of witholding tax on option exercise | (344 | ) | - | |||||
Net cash provided by financing activities | 177,791 | 153,502 | ||||||
Net change in cash, cash equivalents and restricted cash | 74,117 | 94,442 | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 112,791 | 18,349 | ||||||
Cash, cash equivalents and restricted cash at end of year | $ | 186,908 | $ | 112,791 | ||||
Supplemental disclosure of non-cash financing and investing activities: | ||||||||
Accrued purchases of property and equipment | $ | 4,424 | $ | - | ||||
Accrued purchases of internal use software | $ | 226 | $ | - | ||||
Treasury stock purchases paid in prior year | $ | 726 | $ | - | ||||
Retirement of treasury stock | $ | 1,393 | $ | - | ||||
Witholding tax payable on shares witheld in treasury stock | $ | 53 | $ | - | ||||
Conversion of convertible preferred stock into common stock | $ | - | $ | 41,466 | ||||
Unrealized gain (loss) on investments | $ | 147 | $ | (127 | ) | |||
Supplemental cash flow information: | ||||||||
Cash paid for interest | $ | 2,990 | $ | 4,485 | ||||
Cash paid for income taxes | $ | 26 | $ | 2 |
For the Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Operating activities: | ||||||||||||
Net loss | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Accretion of discount on convertible notes | - | 753 | 2,758 | |||||||||
Depreciation and amortization of property and equipment | 3,932 | 3,240 | 1,145 | |||||||||
Amortization of right of use asset | 2,334 | 2,133 | 5,105 | |||||||||
Write down of property and equipment, net | 236 | 261 | 419 | |||||||||
Stock-based compensation | 31,009 | 29,237 | 18,567 | |||||||||
Amortization of premium on investments, net | 134 | 2,887 | 580 | |||||||||
Expense in connection with warrant issuance | - | 12,781 | 26,562 | |||||||||
Changes in operating assets and liabilities, net of acquisition: | ||||||||||||
Prepaid expenses and other assets | (3,593 | ) | 1,307 | (1,517 | ) | |||||||
Accounts payable and accrued expenses | 9,674 | (4,827 | ) | 11,015 | ||||||||
Operating lease liabilities | (120 | ) | (11 | ) | (139 | ) | ||||||
Finance lease liability | 172 | 201 | 452 | |||||||||
Other liabilities | (57 | ) | (56 | ) | 113 | |||||||
Net cash used in operating activities | (178,142 | ) | (121,163 | ) | (74,640 | ) | ||||||
Investing activities: | ||||||||||||
Purchases of investments | (376,327 | ) | (245,875 | ) | (209,343 | ) | ||||||
Proceeds from maturities of investments | 272,894 | 272,443 | 141,811 | |||||||||
Cash proceeds from acquisition of business, net of cash paid | 42,726 | - | - | |||||||||
Payments made to acquire right of use asset | (261 | ) | (95 | ) | (8,452 | ) | ||||||
Purchases of property and equipment | (8,358 | ) | (7,620 | ) | (20,607 | ) | ||||||
Net cash (used in) provided by investing activities | (69,326 | ) | 18,853 | (96,591 | ) | |||||||
Financing activities: | ||||||||||||
Issuance of common stock, pursuant to exercise of stock options | 631 | 26,354 | 2,558 | |||||||||
Issuance of common stock, net of issuance costs | 108,138 | 11,327 | 280,763 | |||||||||
Proceeds from sale of treasury stock, net of cash paid | - | - | 591 | |||||||||
Payment of withholding tax on option exercise | - | - | (614 | ) | ||||||||
Treasury stock repurchase | (47 | ) | - | (72 | ) | |||||||
Convertible notes refinancing costs to the lender | - | - | (237 | ) | ||||||||
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 46,566 | - | - | |||||||||
Net cash provided by financing activities | 155,288 | 37,681 | 282,989 | |||||||||
Net change in cash, cash equivalents and restricted cash | (92,180 | ) | (64,629 | ) | 111,758 | |||||||
Cash, cash equivalents and restricted cash at beginning of period | 234,037 | 298,666 | 186,908 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 141,857 | $ | 234,037 | $ | 298,666 | ||||||
Supplemental disclosure of non-cash financing and investing activities: | ||||||||||||
Accrued purchases of property and equipment, ending balance | $ | 2,095 | $ | 728 | $ | 1,756 | ||||||
Unrealized loss on investments | (196 | ) | (119 | ) | (62 | ) | ||||||
Conversion of convertible notes into common stock | - | 40,694 | 7,629 | |||||||||
Issuance of common stock related to acquisition | 70,724 | - | - | |||||||||
Finance lease right of use asset and lease liability | - | - | 20,179 | |||||||||
Reclassification of construction in process from finance right of use asset | 261 | 98 | 26,465 | |||||||||
Supplemental cash flow information: | ||||||||||||
Cash paid for interest | $ | - | $ | 148 | $ | 2,960 |
1. | Nature of Business and Basis of Presentation |
2. | Risks and Liquidity |
3. | Summary of Significant Accounting Policies |
December 31, 2022 | December 31, 2021 | |||||||
Cash and cash equivalents | $ | 140,517 | $ | 232,694 | ||||
Restricted cash | 1,340 | 1,343 | ||||||
$ | 141,857 | $ | 234,037 |
December 31, 2019 | December 31, 2018 | |||||||
Cash and cash equivalents | $ | 185,383 | $ | 111,355 | ||||
Restricted cash | 1,525 | 1,436 | ||||||
$ | 186,908 | $ | 112,791 |
4. |
Number of shares of the combined company owned by Inotek shareholders | 6,805,608 | |||
Number of shares issuable in connection with fully vested RSUs of Inotek immediately prior to the Reverse Merger | 271,718 | |||
Inotek common stock on the acquisition date | 7,077,326 | |||
Price per share of Inotek common stock on acquisition date | $ | 12.16 | ||
Total purchase price | $ | 86,060 |
Cash and cash equivalents | $ | 76,348 | ||
Short term investments | 21,292 | |||
Prepaid expense and other assets | 1,041 | |||
Property and equipment | 256 | |||
Deposits | 168 | |||
Goodwill | 30,815 | |||
Accounts payable and accrued expenses | (4,961 | ) | ||
Convertible notes | (38,388 | ) | ||
Unfavorable lease liability | (511 | ) | ||
Net assets acquired | $ | 86,060 |
Fair Value of Financial Instruments |
Fair Value Measurements as of December 31, 2019 Using: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market mutual funds (included in cash and cash equivalents) | $ | 72,114 | $ | - | $ | - | $ | 72,114 | ||||||||
Cash | 7,542 | - | - | 7,542 | ||||||||||||
79,656 | - | - | 79,656 | |||||||||||||
United States Treasury securities | 75,464 | - | - | 75,464 | ||||||||||||
Government Bonds | - | 8,000 | - | 8,000 | ||||||||||||
Corporate Bonds | - | 29,268 | - | 29,268 | ||||||||||||
Municipal Bonds | - | 6,000 | - | 6,000 | ||||||||||||
Investments | 75,464 | 43,268 | - | 118,732 | ||||||||||||
$ | 155,120 | $ | 43,268 | $ | - | $ | 198,388 |
Fair Value Measurements as of December 31, 2022 Using: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market mutual funds | $ | 90,527 | $ | - | $ | - | $ | 90,527 | ||||||||
Commercial Paper | - | 3,899 | - | 3,899 | ||||||||||||
United States Treasury Securities | 3,848 | - | - | 3,848 | ||||||||||||
Corporate Bonds | - | 8,618 | - | 8,618 | ||||||||||||
94,375 | 12,517 | - | 106,892 | |||||||||||||
Investments: | ||||||||||||||||
Commercial Paper | - | 1,151 | - | 1,151 | ||||||||||||
United States Treasury securities | 189,444 | - | - | 189,444 | ||||||||||||
Corporate Bonds | - | 60,905 | - | 60,905 | ||||||||||||
Agency Bonds | - | 7,653 | - | 7,653 | ||||||||||||
189,444 | 69,709 | - | 259,153 | |||||||||||||
Total assets | $ | 283,819 | $ | 82,226 | $ | - | $ | 366,045 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | - | $ | - | $ | 1,512 | $ | 1,512 | ||||||||
Total liabilities | $ | - | $ | - | $ | 1,512 | $ | 1,512 |
Fair Value Measurements as of December 31, 2021 Using: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market mutual funds | $ | 179,900 | $ | - | $ | - | $ | 179,900 | ||||||||
179,900 | - | - | 179,900 | |||||||||||||
Investments: | ||||||||||||||||
United States Treasury securities | 44,045 | - | - | 44,045 | ||||||||||||
Corporate Bonds | - | 96,696 | - | 96,696 | ||||||||||||
Municipal Bonds | - | 6,000 | - | 6,000 | ||||||||||||
Agency Bonds | - | 9,305 | - | 9,305 | ||||||||||||
44,045 | 112,001 | - | 156,046 | |||||||||||||
Total assets | $ | 223,945 | $ | 112,001 | $ | - | $ | 335,946 |
Fair Value Measurements as of | ||||||||||||||||
December 31, 2018 Using: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Money market mutual funds (included in cash and cash equivalents) | $ | 30,552 | $ | - | $ | - | $ | 30,552 | ||||||||
United States Treasury securities | 101,777 | - | - | 101,777 | ||||||||||||
Investments | 101,777 | - | - | 101,777 | ||||||||||||
$ | 132,329 | $ | - | $ | - | $ | 132,329 |
Warrant | ||||
Liability | ||||
Balance, January 1, 2022 | $ | - | ||
Acquisition of Renovacor | 1,512 | |||
Balance, December 31, 2022 | $ | 1,512 |
December 1, 2022 | ||||
Stock price | $ | 18.39 | ||
Exercise price | $ | 65.23 | ||
Expected volatility | 71.25 | % | ||
Risk-free interest rate | 4.14 | % | ||
Expected dividend yield | - | |||
Expected life (years) | 2.39 | |||
Fair value per warrant | $ | 2.45 |
Property and Equipment, Net |
December 31, 2022 | December 31, 2021 | |||||||
Laboratory equipment | $ | 21,905 | $ | 12,600 | ||||
Machinery and equipment | 11,326 | 10,432 | ||||||
Computer equipment | 244 | 218 | ||||||
Furniture and fixtures | 2,135 | 1,963 | ||||||
Leasehold improvements | 589 | 407 | ||||||
Internal use software | 1,903 | 1,902 | ||||||
38,102 | 27,522 | |||||||
Less: accumulated depreciation and amortization | (9,093 | ) | (5,223 | ) | ||||
$ | 29,009 | $ | 22,299 |
December 31, 2019 | December 31, 2018 | |||||||
Laboratory equipment | $ | 1,910 | $ | 1,556 | ||||
Computer equipment | 179 | 179 | ||||||
Furniture and fixtures | 273 | 273 | ||||||
Leasehold improvements | 29 | 29 | ||||||
Construction costs in progress | 27,809 | 469 | ||||||
30,200 | 2,506 | |||||||
Less: accumulated depreciation | (905 | ) | (479 | ) | ||||
$ | 29,295 | $ | 2,027 |
6. | Intangible Assets and Goodwill |
Gross Carrying Value | Accumulated Amortization | Intangible Assets, Net | ||||||||||
In process research & development | $ | 25,150 | $ | - | $ | 25,150 | ||||||
Mice colony model | 574 | - | 574 | |||||||||
Total intangible assets | $ | 25,724 | $ | - | $ | 25,724 |
7. | Accounts Payable and Accrued Expenses |
December 31, 2019 | December 31, 2018 | |||||||
Research and development | $ | 7,418 | $ | 10,414 | ||||
Construction costs in progress | 4,424 | - | ||||||
Bonus | 2,459 | 1,774 | ||||||
Accrued interest | 1,241 | 1,241 | ||||||
Government grant payable | 562 | 534 | ||||||
Professional fees | 553 | 690 | ||||||
Accrued vacation | 129 | 123 | ||||||
Severance and benefits | - | 7 | ||||||
Internal use software | 226 | - | ||||||
Other | 340 | 589 | ||||||
$ | 17,352 | $ | 15,372 |
December 31, 2022 | December 31, 2021 | |||||||
Research and development | $ | 19,100 | $ | 12,082 | ||||
Employee compensation | 10,006 | 4,533 | ||||||
Property and equipment | 2,095 | 725 | ||||||
Professional fees | 1,436 | 1,196 | ||||||
Acquisition related expenses | 1,153 | - | ||||||
Government grant payable | 597 | 597 | ||||||
Other | 2,273 | 482 | ||||||
$ | 36,660 | $ | 19,615 |
8. |
December 31, 2019 | December 31, 2018 | |||||||
Principal amount | $ | 52,000 | $ | 52,000 | ||||
Discount | (6,951 | ) | (10,553 | ) | ||||
Carrying value | $ | 45,049 | $ | 41,447 |
9. | Stockholders’ Equity |
10. | Stock-Based Awards |
Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Risk-free interest rate | 2.19 | % | 0.83 | % | 1.00 | % | ||||||
Expected term (in years) | 5.09 | 5.84 | 5.84 | |||||||||
Expected volatility | 64.12 | % | 69.27 | % | 76.98 | % | ||||||
Expected dividend yield | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
Exercise price | $ | 18.56 | $ | 51.20 | $ | 22.96 | ||||||
Fair value of common stock | $ | 18.56 | $ | 51.20 | $ | 22.96 |
Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
Risk-free interest rate | 2.26 | % | 2.64 | % | ||||
Expected term (in years) | 5.81 | 5.85 | ||||||
Expected volatility | 75.71 | % | 87.70 | % | ||||
Expected dividend yield | 0.00 | % | 0.00 | % | ||||
Exercise price | $ | 14.47 | $ | 17.82 | ||||
Fair value of common stock | $ | 14.47 | $ | 17.98 |
Number of Shares | Weighted Average Exercise Price | Weighted Average Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
Outstanding as of December 31, 2017 | 6,959,347 | $ | 1.06 | 8.17 | $ | 27,175 | ||||||||||
Assumed as part of merger with Inotek | 523,456 | 2.01 | 6.78 | |||||||||||||
Granted | 1,650,878 | 17.82 | 9.26 | |||||||||||||
Exercised | (370,753 | ) | 1.27 | - | ||||||||||||
Forfeited | (146,931 | ) | 3.02 | |||||||||||||
Outstanding as of December 31, 2018 | 8,615,997 | $ | 4.48 | 7.51 | $ | 94,474 | ||||||||||
Granted | 1,706,116 | 14.47 | 9.29 | |||||||||||||
Exercised | (110,325 | ) | 2.31 | 1,429 | ||||||||||||
Cancelled | (448,247 | ) | 10.83 | |||||||||||||
Outstanding as of December 31, 2019 | 9,763,541 | $ | 5.96 | 6.96 | 164,021 | |||||||||||
Options vested and exercisable as of December 31, 2019 | 7,307,751 | $ | 3.06 | 6.30 | $ | 143,996 | ||||||||||
Options unvested as of December 31, 2019 | 2,455,790 | $ | 14.61 | 8.91 |
Number of Shares | Weighted Average Exercise Price | Weighted Average Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
Outstanding as of December 31, 2020 | 11,050,931 | $ | 9.10 | 6.55 | $ | 504,079 | ||||||||||
Granted | 1,671,759 | 51.20 | 8.58 | |||||||||||||
Exercised | (1,209,960 | ) | 9.32 | - | 54,487 | |||||||||||
Cancelled | (368,969 | ) | 35.87 | |||||||||||||
Outstanding as of December 31, 2021 | 11,143,761 | $ | 14.51 | 5.95 | $ | 128,817 | ||||||||||
Conversion of Renovacor awards | 367,852 | 4.63 | 0.40 | |||||||||||||
Granted | 2,305,910 | 13.94 | 5.53 | |||||||||||||
Exercised | (66,887 | ) | 9.43 | 514 | ||||||||||||
Cancelled | (611,766 | ) | 32.55 | |||||||||||||
Outstanding as of December 31, 2022 | 13,138,870 | $ | 14.52 | 5.46 | $ | 118,767 | ||||||||||
Options vested and exercisable as of December 31, 2022 | 10,246,291 | $ | 12.31 | 4.46 | $ | 110,512 | ||||||||||
Options unvested as of December 31, 2022 | 2,892,579 | $ | 22.35 | 9.02 | $ | 8,255 |
Number of Shares | Weighted Average Grant Date Fair Value | |||||||
Unvested as of December 31, 2020 | 20,000 | $ | 25.06 | |||||
Granted | 3,500 | 62.32 | ||||||
Vested | - | |||||||
Forfeited | - | |||||||
Unvested as of December 31, 2021 | 23,500 | $ | 30.61 | |||||
Conversion of Renovacor awards | 28,798 | 0.49 | ||||||
Granted | 1,047,301 | 15.91 | ||||||
Vested | (38,966 | ) | 23.15 | |||||
Forfeited | (67,759 | ) | 15.94 | |||||
Unvested as of December 31, 2022 | 992,874 | $ | 16.49 |
Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Stock options | $ | 27,620 | $ | 28,811 | $ | 18,527 | ||||||
Restricted stock units | 3,389 | 426 | 40 | |||||||||
Total share based compensation expense | $ | 31,009 | $ | 29,237 | $ | 18,567 |
Year Ended December 31, | ||||||||
2019 | 2018 | |||||||
Research and development | $ | 6,153 | $ | 7,375 | ||||
General and administrative | 7,218 | 6,226 | ||||||
Total | $ | 13,371 | $ | 13,601 |
Years Ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Research and development | $ | 12,466 | $ | 11,954 | $ | 7,355 | ||||||
General and administrative | 18,543 | 17,283 | 11,212 | |||||||||
Total share based compensation expense | $ | 31,009 | $ | 29,237 | $ | 18,567 |
11. | Warrants |
Exercise Price | Outstanding | Grant/Assumption Date | Expiration Date | ||||
24.42 | 7,051 | June 28, 2013 | June 28, 2023 | ||||
57.11 | 603,386 | December 21, 2020 | December 21, 2030 | ||||
33.63 | 301,291 | August 9, 2021 | August 9, 2031 | ||||
22.51 | 153,155 | December 17, 2021 | December 17, 2031 | ||||
22.51 | 153,155 | December 17, 2021 | December 17, 2031 | ||||
65.23 | 617,050 | December 1, 2022 | April 23, 2025 | ||||
65.23 | 760,086 | December 1, 2022 | December 1, 2026 | ||||
0.06 | 126,093 | December 1, 2022 | N/A | ||||
Total | 2,721,267 |
Number of Warrant Shares Outstanding and Exercisable | Exercise Price per Share | |||||||
Balance as of December 31, 2020 | 610,437 | |||||||
Granted August 2021 | 301,291 | $ | 33.63 | |||||
Granted December 2021 | 306,310 | 22.51 | ||||||
Exercised | - | - | ||||||
Balance as of December 31, 2021 | 1,218,038 | |||||||
Assumed Renovacor warrants - liability | 617,050 | $ | 65.23 | |||||
Assumed Renovacor warrants - equity | 760,086 | 65.23 | ||||||
Assumed Renovacor warrants - equity | 126,093 | 0.06 | ||||||
Granted | - | - | ||||||
Exercised | - | - | ||||||
Balance as of December 31, 2022 | 2,721,267 |
Year Ended December 31, 2021 | ||||
Risk-free interest rate | 1.37 | % | ||
Expected term (in years) | 10 | |||
Expected volatility | 70.25 | % | ||
Expected dividend yield | 0.00 | % | ||
Exercise price | $ | 28.07 | ||
Fair value of common stock | $ | 28.07 |
Net Loss Per Share |
For the Years Ended December 31, | For the Years Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
Numerator: | ||||||||||||||||||||
Net loss attributable to common stockholders | $ | (77,270 | ) | $ | (74,518 | ) | $ | (221,863 | ) | $ | (169,069 | ) | $ | (139,700 | ) | |||||
Denominator: | ||||||||||||||||||||
Weighted-average common shares outstanding - basic and diluted | 49,010,358 | 39,377,666 | 68,148,925 | 63,235,417 | 55,380,740 | |||||||||||||||
Net loss per share attributable to common stockholders - basic and diluted | $ | (1.58 | ) | $ | (1.89 | ) | $ | (3.26 | ) | $ | (2.67 | ) | $ | (2.52 | ) |
For the Years Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
Shares issuable upon conversion of the 2021 Convertible Notes | 1,620,948 | 1,620,948 | - | - | 160,536 | |||||||||||||||
Shares issuable upon conversion of the 2022 Convertible Notes | - | - | 1,195,449 | |||||||||||||||||
Warrants exercisable for common shares | 14,102 | 14,102 | 2,721,267 | 1,218,038 | 610,437 | |||||||||||||||
Restricted stock units convertible for common shares | 992,874 | 23,500 | - | |||||||||||||||||
Options to purchase common shares | 9,763,541 | 8,615,997 | 13,138,870 | 11,143,761 | 11,050,931 | |||||||||||||||
11,398,591 | 10,251,047 | 16,853,011 | 12,385,299 | 13,017,353 |
Income Taxes |
For the years ended December 31, | For the Years Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
U.S. federal tax at statutory rate | 21.0% | 21.0% | 21.0 | % | 21.0 | % | 21.0 | % | ||||||||||||
Foreign rate differential | (16.9 | %) | (13.0 | %) | 0 | % | ||||||||||||||
Change in state tax apportionment | (17.4% | ) | 15.8% | (0.1 | %) | 0.1 | % | 0.1 | % | |||||||||||
Stock compensation | (0.7% | ) | 0.0% | 0.1 | % | 1.5 | % | 0.9 | % | |||||||||||
Section 382 limitation | 0.0% | (38.7% | ) | |||||||||||||||||
Transfer pricing adjustments | 0 | % | (22.8 | %) | 0 | % | ||||||||||||||
Valuation allowance | (5.1% | ) | 3.5% | 6.3 | % | 4.6 | % | (35.0 | %) | |||||||||||
Federal NOL true-up | (2.7 | %) | 0 | % | 0 | % | ||||||||||||||
Tax credits | (6.7 | %) | 8.7 | % | 13.5 | % | ||||||||||||||
Other | 2.1% | (1.6% | ) | (1.0 | %) | (0.1 | %) | (0.5 | %) | |||||||||||
Effective tax rate | 0% | 0% | 0 | % | 0 | % | 0 | % |
For the years ended December 31, | As of December 31, | |||||||||||||||||||
2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||
Deferred income tax assets (liabilities) | ||||||||||||||||||||
R&D credits | $ | 20,984 | $ | 35,766 | $ | 42,613 | ||||||||||||||
Net operating losses (“NOL”) and credit carryforwards | $ | 20,988 | $ | 28,400 | 33,718 | 26,789 | 21,359 | |||||||||||||
Capitalized research and development costs | 27,652 | 17,098 | 19,085 | 19,753 | 23,179 | |||||||||||||||
Other | 643 | 1,385 | ||||||||||||||||||
Stock-based compensation | 3,896 | 4,563 | 19,781 | 11,552 | 7,406 | |||||||||||||||
Debt discount | (1,460 | ) | (3,652 | ) | - | - | (748 | ) | ||||||||||||
Warrants | 8,390 | 8,382 | 5,585 | |||||||||||||||||
Intangible assets | (5,424 | ) | - | - | ||||||||||||||||
Other | (6,332 | ) | (8,881 | ) | 1,189 | |||||||||||||||
Valuation allowance | (51,719 | ) | (47,794 | ) | (91,263 | ) | (93,361 | ) | (100,583 | ) | ||||||||||
Net deferred income tax asset | $ | - | $ | - | ||||||||||||||||
Net deferred income tax asset (liability) | $ | (1,061 | ) | $ | - | $ | - |
Commitments and Contingencies |
Lease cost | December 31, 2019 | |||
Operating lease cost | $ | 1,003 | ||
Total lease cost | $ | 1,003 |
Lease cost | December 31, 2022 | |||
Operating lease cost | $ | 818 | ||
Finance lease cost | ||||
Amortization of right of use assets | 2,139 | |||
Interest on lease liablities | 1,861 | |||
Total lease cost | $ | 4,818 |
Maturity of operating lease liabilities | December 31, 2022 | |||
2023 | 862 | |||
2024 | 429 | |||
2025 | 157 | |||
2026 | 151 | |||
2027 | 99 | |||
Thereafter | 568 | |||
Total lease payments | $ | 2,266 | ||
Less: interest | (405 | ) | ||
Total operating lease liabilities | $ | 1,861 |
Maturity of finance lease liability | December 31, 2022 | |||
2023 | 1,735 | |||
2024 | 1,791 | |||
2025 | 1,856 | |||
2026 | 1,912 | |||
2027 | 1,969 | |||
Thereafter | 43,032 | |||
Total lease payments | $ | 52,295 | ||
Less: interest | (31,290 | ) | ||
Total finance lease liability | $ | 21,005 |
December 31, 2022 | ||||
Operating right-of-use assets | $ | 1,972 | ||
Operating current lease liabilities | 773 | |||
Operating noncurrent lease liabilities | 1,088 | |||
Total operating lease liabilities | $ | 1,861 | ||
Finance right-of-use assets | $ | 46,664 | ||
Finance current lease liability | 1,736 | |||
Finance noncurrent lease liability | 19,269 | |||
Total finance lease liability | $ | 21,005 |
Maturity of lease liabilities | December 31, 2019 | |||
2020 | 1,103 | |||
2021 | 894 | |||
2022 | 572 | |||
2023 | 73 | |||
Total lease payments | $ | 2,642 | ||
Less: interest | (242 | ) | ||
Total operating lease liabilities | $ | 2,400 |
Other information | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ | 938 | ||
Cash flows from finance lease | $ | 1,689 | ||
Weighted-average remaining lease term - operating leases | 4.8 years | |||
Weighted-average remaining lease term - finance lease | 21.7 years | |||
Weighted-average discount rate - operating leases | 6.44 | % | ||
Weighted-average discount rate - finance lease | 8.96 | % |
2020 | 2,742 | |||
2021 | 2,530 | |||
2022 | 2,253 | |||
2023 | 1,802 | |||
2024 | 1,783 | |||
Thereafter | 20,361 | |||
Total | $ | 31,471 |
Leases | December 31, 2019 | |||
Operating right-of-use assets | $ | 2,051 | ||
Operating current lease liabilities | 957 | |||
Operating noncurrent lease liabilities | 1,443 | |||
Total operating lease liabilities | $ | 2,400 |
Other information | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ | 1,088 | ||
Weighted-average remaining lease term - operating leases | 2.6 years | |||
Weighted-average discount rate - operating leases | 7.77 | % |
Agreements Related to Intellectual Property |
16. | CIRM |
17. | Renovacor Acquisition |
Shares | Value | Total | ||||||||||
Stock consideration | 3,391,976 | $ | 18.39 | $ | 62,378 | |||||||
Cash consideration(1) | 29 | |||||||||||
Stock options | 367,852 | 2,163 | ||||||||||
Time-vesting RSUs | 28,798 | 512 | ||||||||||
Assumed warrants(2) | 1,503,229 | 7,183 | ||||||||||
Total consideration | 5,291,855 | $ | 72,265 |
(1) | Represents consideration paid for cash in lieu of fractional shares. |
(2) | Assumed Renovacor Warrants of $7,183 with $5,671 classified as equity and $1,512 classified as liabilities. |
Working capital(1) | $ | (5,210 | ) | |
Cash and cash equivalents | 42,755 | |||
Property and equipment | 1,414 | |||
Operating lease right-of-use assets | 1,161 | |||
Other non-current assets | 113 | |||
IPR&D | 25,150 | |||
Other intangible asset | 574 | |||
Operating lease liability | (970 | ) | ||
Deferred tax liability | (1,061 | ) | ||
Net assets acquired | 63,926 | |||
Goodwill | 8,339 | |||
Purchase consideration | $ | 72,265 |
(1) | Includes other receivables, prepaid expenses, account payable and accrued liabilities |
18. | Related Party Transactions |
401(k) Savings Plan |