(Mark One)
| ☒ | Quarterly report pursuant to Section 13 | ||||
OR
| ☐ | Transition report pursuant to Section 13 | ||||
Therapeutics Acquisition Corp.
| Delaware | 85-0800493 | ||||||||||
| (State or other jurisdiction of | (IRS Employer Identification No.) | ||||||||||
| incorporation or organization) | |||||||||||
| 4850 West 78th Street | |||||||||||
| Indianapolis, | IN | 46268 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
200 Berkeley Street
18th Floor
Boston, MA 02116
(Address of principal executive offices, including zip code)
Not Applicable(Former name or former address, if changed since last report)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||
| PNT | Nasdaq | |||||||||||||||
Yes x
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||||||||
| Emerging growth company | ☒ | ||||||||||||||||
As
Therapeutics Acquisition Corp.
d/b/a Research Alliance Corp. I
Quarterly Report on Form 10-Q
other geopolitical events page 34. estimates estimates or assumptions. PART I - FINANCIAL INFORMATIONItem 1. Unaudited Condensed Financial Statements.THERAPEUTICS ACQUISITION CORP.d/b/a RESEARCH ALLIANCE CORP. IUNAUDITED Condensed BALANCE SHEET June 30, 2020 ASSETS Cash $ 64,690 Total Current Assets 64,690 Deferred offering costs 449,452 Total Assets $ 514,142 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,108 Accrued expenses 227,403 Notes payable – related party 275,000 Total Current Liabilities 508,511 Commitments and Contingencies Stockholders’ Equity Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding - Class A common stock, $0.0001 par value; 100,000,000 shares authorized, none outstanding - Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding(1) 339 Additional paid-in capital 24,661 Accumulated deficit (19,369 ) Total Stockholders’ Equity 5,631 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 514,142 (1) This number includes up to 442,500 sharesTable of Class B common stock held by the Sponsor that were subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. ContentsJuly 10, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeiture.The accompanying notes areOctober 2, 2023, Eli Lilly and Company, an integral part of these unaudited condensed financial statements.THERAPEUTICS ACQUISITION CORP.d/b/a RESEARCH ALLIANCE CORP. IUNAUDITED Condensed STATEMENT OF OPERATIONS For the period from
April 15, 2020
(inception)
through June 30, 2020 Formation and operating costs $ 19,369 Net loss $ (19,369 ) Weighted average shares outstanding, basic and diluted(1) 3,392,500 Basic and diluted net loss per share $ (0.01 ) (1) This number includes an aggregate of up to 442,500 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeitures.The accompanying notes are an integral part of these unaudited condensed financial statements.THERAPEUTICS ACQUISITION CORP.d/b/a RESEARCH ALLIANCE CORP. IUNAUDITED Condensed STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY For the period from April 15, 2020 (inception)
through June 30, 2020 Common Stock Additional Total Class A Class B Paid-In Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – April 15, 2020 (Inception) - $ - - $ - $ - $ - $ - Issuance of common stock to Sponsor(1) - - 3,392,500 339 24,661 - 25,000 Net loss - - - - - (19,369 ) (19,369 ) Balance – June 30, 2020 - $ - 3,392,500 $ 339 $ 24,661 $ (19,369 ) $ 5,631 (1) This number includes up to 442,500 shares of Class B common stock held by the Sponsor that were subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these shares are no longer subject to forfeitures.The accompanying notes are an integral part of these unaudited condensed financial statements.THERAPEUTICS ACQUISITION CORP.d/b/a RESEARCH ALLIANCE CORP. IUNAUDITED Condensed STATEMENT OF CASH FLOWS Period From April 15, 2020
(Inception)
to June 30, 2020 Cash Flows from Operating Activities Net loss $ (19,369 ) Changes in operating assets and liabilities: Accounts payable 1,363 Net cash used in operating activities (18,006 ) Cash Flows from Financing Activities: Proceeds from issuance of common stock to Sponsor 25,000 Deferred offering costs (217,304 ) Proceeds from related party note 275,000 Net cash provided by financing activities 82,696 Net Change in Cash 64,690 Cash – beginning of the period - Cash – end of the period $ 64,690 Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 227,403 Deferred offering costs included in accounts payable $ 4,745 The accompanying notes are an integral part of these unaudited condensed financial statements.THERAPEUTICS ACQUISITION CORP.d/b/a RESEARCH ALLIANCE CORP. INOTES TO UNAUDITED Condensed FINANCIAL STATEMENTS1.Organization, Business Operations and Basis of PresentationTherapeuticsIndiana corporation (“Parent”), Yosemite Falls Acquisition Corp. d/b/a Research Alliance Corp. I (the "Company") is a blank check company incorporated on April 15, 2020 (inception) asCorporation, a Delaware corporation for the purposeand a wholly owned subsidiary of effectingParent (“Merger Sub”), and POINT Biopharma Global Inc., a merger, capital stock exchange, asset acquisition, share purchase, reorganizationDelaware corporation (the “Company” or similar business combination with one or more businesses“POINT”) entered into an Agreement and Plan of Merger (the "Business Combination"“Merger Agreement”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intendsMerger Sub commenced a cash tender offer (the “Offer”) to focus on industries that complement its management team's background, and to capitalize on the ability of its management team to identify and acquire a business, focusing on the healthcare industry. In particular, the Company will target companies in the biotechnology sector where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject topurchase all of the risks associated with emerging growth companies.As of June 30, 2020, the Company had not commenced any operations. All activity for the period from April 15, 2020 (inception) through June 30, 2020 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.The Company's sponsor is Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, the Company consummated the Initial Public Offering, and sold 13,570,000outstanding shares of Class A common stock for $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions (Note 5).Concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 471,400 shares of Class A Common Stock (the "Private Placement Shares") at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $4.7 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock, equals or exceeds $12.00par value of $0.0001 per share (the “Shares”), at a price of $12.50 per share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement.adjusted for stock splits, stock capitalizations, reorganizations, recapitalizationsamended, the “HSR Act”), (c) the accuracy of the Company’s representations and warranties contained in the like)Merger Agreement (except, generally, for any 20 trading days within any 30-trading day period commencing at least 150 days afterinaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)), (d) the Company’s initial Business Combination,performance in all material respects of its obligations under the Private Placement Shares will be released fromMerger Agreement, (e) consent by the lock-up. In addition,U.S. Nuclear Regulatory Commission of the Sponsor has agreed to waive its redemption rightsindirect transfer of control with respect to the Private PlacementCompany and (f) the other conditions set forth in Exhibit A to the Merger Agreement. The consummation of the Offer and the Merger is not subject to a financing condition. For more information on the Offer and the Merger, refer to the Company's Current Report on Form 8-K filed October 3, 2023.(i)the Merger Agreement, each of Joe A. McCann, Allan Charles Silber and Neil E. Fleshner (collectively, the “Supporting Stockholders”), in each case, in his capacity as a stockholder of the Company and who, collectively, beneficially own approximately 15% of the outstanding Shares, entered into a Tender and Support Agreement (together, the “Tender and Support Agreements”) with Parent and Merger Sub. The Tender and Support Agreements provide, among other things, that each of the Supporting Stockholders will tender all of the Shares held by such Supporting Stockholder, as applicable, in the Offer. The foregoing description of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Tender and Support Agreements, which were filed as Exhibits 99.1, 99.2 and 99.3 to our Current Report on Form 8-K filed on October 3, 2023.Company’s initial Business Combination, including, without limitation, any such rightsproposed Offer and Merger.
See accompanying notes to the unaudited interim condensed consolidated financial statementsSeptember 30, 2023 (Unaudited) December 31, 2022 $ $ ASSETS Current assets Cash and cash equivalents 21,607,412 286,428,371 Short-term investments 317,555,936 238,783,470 Prepaid expenses and other current assets 9,901,729 5,610,889 Income taxes receivable 4,181,469 — Total current assets 353,246,546 530,822,730 Non-current assets Long-term investments 59,793,161 16,119,430 Note receivable 5,116,667 — Property, plant and equipment, net 54,042,353 31,380,576 Operating lease right-of-use asset 5,505,693 — Total non-current assets 124,457,874 47,500,006 Total assets 477,704,420 578,322,736 LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable 8,886,750 7,703,150 Accrued liabilities 14,529,354 19,094,454 Deferred revenue 12,586,443 23,242,290 Income taxes payable 736,729 29,698,546 Finance lease current liability 987,018 — Operating lease current liability 939,983 — Total current liabilities 38,666,277 79,738,440 Deferred revenue, net of current portion 3,720,881 10,178,147 Long-term income taxes payable 2,389,109 1,452,356 Finance lease liability, net of current portion 4,093,202 — Operating lease liability, net of current portion 4,642,565 — Total liabilities 53,512,034 91,368,943 Stockholders’ equity Common Stock, par value $0.0001 per share, 430,000,000 authorized, 105,765,954 and 105,649,741 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 10,576 10,565 Additional paid-in capital 453,319,762 448,391,574 (Accumulated deficit) Retained earnings (27,707,358) 39,008,505 Accumulated other comprehensive loss (1,430,594) (456,851) Total stockholders’ equity 424,192,386 486,953,793 Total liabilities and stockholders’ equity 477,704,420 578,322,736 For the three months ended For the nine months ended September 30,
2023September 30,
2022September 30,
2023September 30,
2022$ $ $ $ Revenue Service revenue 2,789,993 — 17,113,113 — Total revenue 2,789,993 — 17,113,113 — Operating expenses Research and development 26,910,286 20,797,406 85,097,331 54,112,136 General and administrative 5,505,869 3,839,626 15,604,401 11,727,969 Total operating expenses 32,416,155 24,637,032 100,701,732 65,840,105 Loss from operations (29,626,162) (24,637,032) (83,588,619) (65,840,105) Other income (expenses) Investment income 5,617,736 1,048,254 16,717,703 1,605,927 Foreign currency gain (loss) 105,522 (243,791) (133,438) (287,691) Total other income (expenses) 5,723,258 804,463 16,584,265 1,318,236 Loss before income taxes (23,902,904) (23,832,569) (67,004,354) (64,521,869) Income tax (provision) benefit (871,449) (180,500) 288,491 (452,021) Net loss (24,774,353) (24,013,069) (66,715,863) (64,973,890) Net loss per basic and diluted common share: Basic and diluted net loss per common share $ (0.23) $ (0.26) $ (0.63) $ (0.71) Basic and diluted weighted average common shares outstanding 105,765,954 92,401,484 105,717,330 90,891,031 For the three months ended For the nine months ended September 30,
2023September 30,
2022September 30,
2023September 30,
2022$ $ $ $ Net loss (24,774,353) (24,013,069) (66,715,863) (64,973,890) Other comprehensive loss, net of tax Net unrealized loss on available-for-sale debt securities (361,611) (266,320) (973,743) (608,698) Total comprehensive loss (25,135,964) (24,279,389) (67,689,606) (65,582,588) Common Stock Additional
Paid-in CapitalRetained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Equity Number Amount # $ $ $ $ $ Balance at December 31, 2022 105,649,741 10,565 448,391,574 39,008,505 (456,851) 486,953,793 Issuance of shares of Common Stock in connection with stock option exercises 32,936 3 145,861 — — 145,864 Stock-based compensation — — 1,009,496 — — 1,009,496 Net loss — — — (16,530,671) — (16,530,671) Other comprehensive income, net of tax — — — — 201,294 201,294 Balance at March 31, 2023 105,682,677 10,568 449,546,931 22,477,834 (255,557) 471,779,776 Issuance of shares of Common Stock in connection with stock option exercises 83,277 8 186,050 — — 186,058 Stock-based compensation — — 1,710,349 — — 1,710,349 Net loss — — — (25,410,839) — (25,410,839) Other comprehensive loss, net of tax — — — — (813,426) (813,426) Balance at June 30, 2023 105,765,954 10,576 451,443,330 (2,933,005) (1,068,983) 447,451,918 Stock-based compensation — — 1,876,432 — — 1,876,432 Net loss — — — (24,774,353) — (24,774,353) Other comprehensive loss, net of tax — — — — (361,611) (361,611) Balance at September 30, 2023 105,765,954 10,576 453,319,762 (27,707,358) (1,430,594) 424,192,386 Common Stock Additional
Paid-in
CapitalAccumulated
DeficitAccumulated Other Comprehensive Loss Total Equity Number Amount # $ $ $ $ $ Balance at December 31, 2021 90,121,794 9,012 314,488,782 (59,284,708) — 255,213,086 Issuance of shares of Common Stock in connection with stock option exercises 678 — 942 — — 942 Stock-based compensation — — 440,450 — — 440,450 Net loss — — — (16,380,574) — (16,380,574) Balance at March 31, 2022 90,122,472 9,012 314,930,174 (75,665,282) — 239,273,904 Issuance of shares of Common Stock in connection with stock option exercises 2,490 — 3,461 — — 3,461 Stock-based compensation — — 1,027,563 — — 1,027,563 Net loss — — — (24,580,247) — (24,580,247) Other comprehensive loss, net of tax — — — — (342,378) (342,378) Balance at June 30, 2022 90,124,962 9,012 315,961,198 (100,245,529) (342,378) 215,382,303 Issuance of shares of Common Stock, net of direct and incremental costs 13,900,000 1,390 116,854,772 — — 116,856,162 Issuance of shares of Common Stock in connection with stock option exercises 30,000 3 41,697 — — 41,700 Stock-based compensation — — 1,079,056 — — 1,079,056 Net loss — — — (24,013,069) — (24,013,069) Other comprehensive loss, net of tax — — — — (266,320) (266,320) Balance at September 30, 2022 104,054,962 10,405 433,936,723 (124,258,598) (608,698) 309,079,832 For the nine months ended September 30, 2023 September 30, 2022 $ $ Cash flows from operating activities Net loss: (66,715,863) (64,973,890) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation on property, plant and equipment 2,186,253 980,995 Deferred and non-current income taxes 936,753 (65,592) Stock-based compensation expense 4,596,277 2,547,069 Non-cash lease expense 196,772 — Amortization of premiums (accretion of discounts) on investments, net (9,457,635) (435,238) Changes in operating assets and liabilities: Prepaid expenses and other current assets 709,160 318,586 Accounts payable (1,060,594) 1,261,082 Accrued liabilities (4,534,719) 6,926,449 Deferred revenue (17,113,113) — Income taxes receivable and payable (33,143,286) 110,745 Operating lease liabilities (62,014) — Change in accrued interest and dividends within investments (1,397,490) (67,483) Net cash used in operating activities (124,859,499) (53,397,277) Cash flows from investing activities Purchase of investments, net of sales and maturities (117,757,923) (165,841,488) Purchase of property, plant and equipment (17,249,510) (10,696,365) Purchase of note receivable (5,000,000) — Net cash used in investing activities (140,007,433) (176,537,853) Cash flows from financing activities Issuance of shares of Common Stock in connection with stock option exercises 331,922 46,103 Payments on finance lease (285,949) — Issuance of shares of Common Stock, net of direct and incremental costs paid — 116,856,162 Net cash provided by financing activities 45,973 116,902,265 Net decrease in cash and cash equivalents (264,820,959) (113,032,865) Cash and cash equivalents, beginning of period 286,428,371 238,815,991 Cash and cash equivalents, end of period 21,607,412 125,783,126 Supplemental disclosure of cash flow information: Cash paid for income taxes 31,924,135 411,424 Non-cash investment activities: Receivable for investment maturities 5,000,000 — Purchase of property, plant and equipment recorded in accounts payable and accrued liabilities 3,623,314 1,142,278 context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amendedU.S., and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has not consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to our stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering).The Company's management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering, $135,700,000 ($10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account ("Trust Account")POINT Biopharma Corp., located in Canada (collectively the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.The Company will provide the holders of its outstanding shares of Class A common stock, par value $0.0001 (the "Class A common stock""Subsidiaries"), sold in the Initial Public Offering (the "Stockholders") with the opportunity to redeem all or a portion of their Public Shares (as defined in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recordedCompany’s headquarters is located at a redemption value and classified as temporary equity upon the completion4850 West 78the Initial Public Offeringsignificant accounting policiesBoard's ("FASB"Board (“FASB”) Accounting Standards Codification ("ASC"(“ASC”) Topic 480 "Distinguishing Liabilities from Equity." In such case,270, Interim Reporting and include the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, directors and executive officers have agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Company’s Sponsor, directors and executive officers have agreed to waive its redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares owned by it in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Company's second amended and restated certificate of incorporation provides that a Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolutionaccounts of the Company subject in each case to the Company's obligations to provide for claims of creditors and the requirements of other applicable law.The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining availableSubsidiaries, for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Note 2 — Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC.Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP.accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating resultsExcept as described below, the accounting policies and methods of computation applied in the unaudited interim condensed consolidated financial statements and related notes contained therein are consistent with those applied by the Company in its audited consolidated financial statements as of and for the period from April 15, 2020 (inception) through June 30, 2020 are not necessarily indicative of the results that may be expected throughyear ended December 31, 2020.The accompanying2022 contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 27, 2023 (the “2022 Financial Statements”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited2022 Financial Statements.thereto includedhave been prepared in accordance with the provisions of ASC Topic 205-40, Presentation of Financial Statements—Going Concern on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the final prospectus filed by the Company with the SEC on July 9, 2020normal course of business.with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on July 16, 2020.Emerging Growth Companyan "emerging growth company,"currently operating in a period of significant economic uncertainty, resulting from, among other things, the impact of the COVID-19 pandemic, geopolitical tensions, such as the ongoing military conflict between Russia and Ukraine, the Israel-Palestine conflict and heightened tensions between China and Taiwan, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, rising inflation and interest rates, and uncertainty and liquidity concerns in the broader financial services industry, including those caused by certain recent banking failures.Section 2(a) ofNote 3 below), the Securities Act, as modified byCompany has incurred significant net losses and has funded operations primarily through equity financings. Operating losses and negative cash flows were incurred in the Jumpstart our Business Startups Act of 2012 (the "JOBS Act"),nine months ended September 30, 2023 and it may take advantage of certain exemptions from various reporting requirements that are applicableexpected to other publiccontinue to be incurred in future periods. The Company is subject to risks and uncertainties common to early-stage companies that are not emerging growth companiesin the biotechnology industry, including, but not limited to, not being required to comply with the auditor attestation requirementssuccessful discovery and development of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholderproduct candidates, regulatory approval of any golden parachute payments not previously approved.Further, section 102(b)(1)its product candidates, development by competitors of new technological innovations, dependenceJOBS Act exempts emerging growth companiesability to attract and retain qualified employees, protection of proprietary technology, compliance with governmental regulations, the impact of macroeconomic disruptions, such as those arising from being requiredpublic health crisis or military conflicts and adverse developments affecting the financial services industry, the ability to comply with new or revised financial accounting standards until private companies (thatsecure additional capital to fund operations and commercial success of its product candidates. Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered underuncertain when, if ever, the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Company will realize significant revenue from product sales.elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Net Loss Per Share of Common StockThe Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding duringrisks and uncertainties related to the period. This number includes an aggregate of up to 442,500 shares of Class B common stock held by the Sponsor subject to forfeiture if the over-allotment option is not exercisedOffer and Merger described in full orNote 16. These risks and uncertainties are described in part by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment optionmore detail in full; thus, these shares are no longer subject to forfeiture. At June 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2020, the Company has not experienced lossesPart II. these accounts and management believes the Company is not exposed to significant risks on such accounts.Financial InstrumentsThe fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the unaudited condensed balance sheet.EstimatesU.S. GAAP requires the Company's management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, andrelated disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and the reported amounts of expenses duringfor the reporting period.periods presented. Significant estimates and assumptions reflected in these unaudited interim condensed consolidated financial statements include, but are not limited to, the allocation of consideration and the recognition of revenues in respect of the performance obligations under the Lantheus License Agreements, the accrual of research and development expenses, incremental borrowing rates determined in connection with finance and operating lease obligations, the valuations of stock options, the expected recoverability of and the estimated useful lives of our long-lived assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experiences. Changes in estimates are recorded in the period in which they become known. Actual results couldmay differ from those estimates.Deferred Offering CostsDeferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. $8.1 million of offering-costs and were charged to stockholders’ equity upon the completion of the Initial Public Offering in July 2020.Income Taxesfollowsaccounts for leases in accordance with ASC Topic 842, Leases ("ASC 842"). At the assetinception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and liability methodcircumstances present. The Company has elected not to recognize leases with an original term of accountingone year or less in the consolidated balance sheets. The Company has also elected to account for income taxes under FASB ASC 740, "Income Taxes." Deferred taxthe lease and non-lease components as a combined lease component for its current lease portfolio. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Options to renew or early terminate a lease are included in the initial lease term of a lease when there is reasonable certainty that the option will be applied.estimated future tax consequences attributable to differences betweensame currency and term as the financial statements carrying amounts of existing assetsassociated lease in a similar economic environment.liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable incomeincluded in operating expenses in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assetscondensed consolidated statements of operations and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020. comprehensive loss.recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of June 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.Recent Accounting PronouncementsThe Company's management does not believe that anyhas evaluated accounting pronouncements recently issued but not yet effective,adopted and believes that the accounting pronouncements if currently adopted, woulddo not apply to the Company’s operations and are not expected to have a material effectimpact on the Company'sCompany’s unaudited interim condensed financial statements.Note 3 — Initial Public OfferingOn July 10, 2020, pursuant to the Initial Public Offering, the Company sold 13,570,000 shares of Class A common stock (the “Public Shares”), including the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $135.7 million.Note 4 — Related Party TransactionsFounder SharesOn April 30, 2020, the Sponsor paid $25,000 in consideration for 2,875,000 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock").On July 8, 2020 the Company effected a 1:1.18 stock split resulting in the initial stockholders holding 3,392,500 Founder Shares, of which up to an aggregate of 442,500 shares were subject to forfeiture. Unless the context otherwise implies, all share and per-share amounts in theseconsolidated financial statements have been retroactively restated to reflect the stock split.The Company filed an Amendedor disclosures.Restated Certificate of Incorporation on June 15, 2020, such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock.The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company's initial Business Combinationexclusive license agreements with Lantheus Holdings Inc. ("Lantheus") for exclusive worldwide rights for POINT's programs in prostate cancer (PNT2002) and are subject toneuroendocrine tumors (PNT2003), excluding certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture.The Sponsor, directorsterritories (Japan, South Korea, Singapore, Indonesia, and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizationsChina including Hong Kong, Macau and Taiwan) (the "PNT2002 Agreement" and the like)"PNT2003 Agreement", respectively, and collectively the "Lantheus License Agreements"). The collaboration pairs POINT's expertise in next generation radioligand development and manufacturing with Lantheus’ commercial leadership in Prostate-Specific Membrane Antigen ("PSMA") PET and radiopharmaceuticals.any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y)Lantheus transaction, including antitrust clearance under the date on whichHart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the Company completes"HSR Act"), were satisfied. POINT received a liquidation, merger, capital stock exchange or other similar transaction that results in all of$250.0 million upfront payment under the Company's stockholders having the right to exchange their common stock for cash, securities or other property.Private Placement SharesConcurrently with the closing of the Initial Public Offering, the Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement forPNT2002 Agreement and will receive an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1.The Sponsor and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.Related Party LoansOn April 30, 2020, the Sponsor agreed to loan the Company an aggregateadditional payment of up to $300,000$250.0 million upon U.S. regulatory approval. In addition, once certain return on investment financial thresholds have been achieved and other conditions satisfied, POINT will be eligible to cover expenses relatedreceive royalties of 20% on all net sales (prior to which there is a period of sales in which the Initial Public Offering pursuant to a promissory note (the "Note"). In May 2020, the Company borrowed $275,000 under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $275,000 were repaid in full in July 2020.In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds asroyalty may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaidbased on only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outsidegross profit), and contingent upon the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the termssatisfaction of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummationcertain net sales milestones, additional payments of a Business Combination, without interest, or, at the lender's discretion, up to $1.5$1.3 billion. POINT received a $10.0 million upfront payment under the PNT2003 Agreement, and will receive up to an additional $30.0 million upon U.S. regulatory approval. The PNT2003 Agreement also provides that POINT will receive royalties of such Working Capital Loans may be convertible into Private Placement Shares at a price15% on net sales and, contingent upon the satisfaction of $10.00 per share. Ascertain net sales milestones, an additional payment of June 30, 2020, the Company had no outstanding Working Capital Loans.Private Placement of Common StockThe Sponsor has indicated an interestup to purchase $25 million of the Company's common stock in a private placement that would occur concurrently$275.0 million.consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore,PNT2002 Agreement, the Company is not under any obligationresponsible for completing the Company's multi-center, randomized, open label phase 3 Study evaluating metastatic castration-resistant Prostate cancer using 177Lu-PNT2002 PSMA therapy After Second-line Hormonal treatment (“SPLASH") trial and the parties will work together to sell any such shares.Note 5 — Commitments and ContingenciesRegistration RightsHolders offile the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connectionNew Drug Application (“NDA”), with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and "piggyback" registration and stockholder rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expensescosts incurred in connection with the filingU.S. Food and Drug Administration ("FDA") submission being borne by Lantheus. Thereafter, Lantheus will be responsible for all additional clinical and regulatory costs in the U.S., as well as all costs for development, clinical trials and regulatory approval in the rest of any such registration statements.
To determine the appropriate amount of revenue to be recognized under ASC Topic 606, Revenue from Contracts with Customers, the Company performs the following steps: (i) identify the promised goods or services in the contract, (ii) determine whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract, (iii) measure the transaction price, including the constraint on variable consideration, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) the Company satisfies each performance obligation.
the Company identified the following performance conditions: (i) the license it conveyed to Lantheus with respect to certain intellectual property, (ii) service provided to complete the SPLASH trial, support the NDA submission and participate in joint steering activities and (iii) manufacturing activities. The Company options granted:Underwritinggranteddetermined the underwriterstransaction price under ASC Topic 606 at the inception of the PNT2002 Agreement to be the $250.0 million upfront payment and has allocated this to the first two performance obligations based on a 45-dayrelative standalone selling price basis. The standalone selling prices for the first two performance obligations were determined using the adjusted market assessment approach and the expected cost plus a margin assessment approach, respectively. The Company concluded that variable consideration associated with the product manufacturing relates solely to the manufacturing activities performance obligation on the basis that it believes that the expected margin associated with this consideration is in line with market standards and specifically relates to the Company's efforts to satisfy its manufacturing obligations.September 30, 2023 December 31, 2022 Deferred revenue Deferred revenue, current $ 12,586,443 $ 23,242,290 Deferred revenue, net of current portion 3,720,881 10,178,147 Total $ 16,307,324 $ 33,420,437 As of September 30, 2023 As of December 31, 2022 Cash $ 11,446,728 $ 12,429,627 Cash equivalents: Money market funds 6,852,616 273,998,744 Commercial paper 3,308,068 — Total cash and cash equivalents 21,607,412 286,428,371 Short-term investments Commercial paper 107,567,350 115,156,455 Corporate bonds 93,787,733 45,219,042 U.S. Government agency debt securities 35,942,645 42,577,762 Asset backed securities 80,258,208 35,830,211 Total short-term investments 317,555,936 238,783,470 Long-term investments U.S. Government agency debt securities 16,098,662 — Asset backed securities 8,634,828 16,119,430 Corporate bonds 35,059,671 — Total long-term investments 59,793,161 16,119,430 Total cash, cash equivalents and investments $ 398,956,509 $ 541,331,271 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current Non-current Commercial paper $ 107,597,155 $ 981 $ (30,786) $ 107,567,350 $ 107,567,350 $ — Corporate bonds 129,438,450 5,918 (596,964) 128,847,404 93,787,733 35,059,671 Asset backed securities 89,554,665 204 (661,833) 88,893,036 80,258,208 8,634,828 U.S. Government agency debt securities 52,186,023 — (144,716) 52,041,307 35,942,645 16,098,662 Total available-for-sale securities $ 378,776,293 $ 7,103 $ (1,434,299) $ 377,349,097 $ 317,555,936 $ 59,793,161 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current Non-current Commercial paper $ 115,156,455 $ — $ — $ 115,156,455 $ 115,156,455 $ — Asset backed securities 52,019,619 26,527 (96,505) 51,949,641 35,830,211 16,119,430 Corporate bonds 45,468,482 — (249,440) 45,219,042 45,219,042 — U.S. Government agency debt securities 42,715,195 — (137,433) 42,577,762 42,577,762 — Total available-for-sale securities $ 255,359,751 $ 26,527 $ (483,378) $ 254,902,900 $ 238,783,470 $ 16,119,430 Amortized Cost Fair Value Due within one year $ 318,607,866 $ 317,555,936 Due between one and five years 60,168,427 59,793,161 Total $ 378,776,293 $ 377,349,097 Amortized Cost Fair Value Maturing within one year $ 239,236,498 $ 238,783,470 Maturing between one and five years 16,123,253 16,119,430 Total $ 255,359,751 $ 254,902,900 Level 1 Level 2 Level 3 Total September 30, 2023 Cash equivalents: Money market mutual fund $ 6,852,616 $ — $ — $ 6,852,616 Commercial paper — 3,308,068 — 3,308,068 Available-for-sale debt securities: Commercial paper — 107,567,350 — 107,567,350 Corporate bonds — 128,847,404 — 128,847,404 Asset backed securities — 88,893,036 — 88,893,036 U.S. Government agency debt securities 52,041,307 — — 52,041,307 Total $ 58,893,923 $ 328,615,858 $ — $ 387,509,781 Level 1 Level 2 Level 3 Total December 31, 2022 Cash equivalents: Money market mutual fund $ 273,998,744 $ — $ — $ 273,998,744 Commercial paper — — — — Available-for-sale debt securities: Commercial paper — 115,156,455 — 115,156,455 Asset backed securities — 51,949,641 — 51,949,641 Corporate bonds — 45,219,042 — 45,219,042 U.S. Government agency debt securities 42,577,762 — — 42,577,762 Total $ 316,576,506 $ 212,325,138 $ — $ 528,901,644 datehost instrument and recognition at fair value. Further, management concluded the Note Receivable host instrument is to be classified as a loan receivable and therefore is measured at amortized cost but disclosure of fair value is required. Management determined the fair values of both the Note Receivable and the embedded derivative under Level 3 in the fair value hierarchy. Management concluded that the fair value of the final prospectus relatingNote Receivable as of September 30, 2023 approximated amortized cost and that the fair value of the embedded derivative was nil both at inception of the arrangement and on September 30, 2023. On September 29, 2023, POINT Biopharma Inc. entered into the Amendment of Convertible Note Purchase Agreement (the "Amendment"), whereby in connection with the Amendment, the Company and Ionetix-α agreed to accelerate the purchase of an additional $5.0 million of unsecured promissory notes subject to certain closing conditions. Those conditions were met and the additional purchase was made on October 2, 2023. See Note 16.As of September 30, 2023 As of December 31, 2022 $ $ Prepaid clinical trial expenses 2,812,270 4,011,419 Prepaid insurance 1,390,347 1,310,314 Receivable on matured short-term investment 5,000,000 — Canadian harmonized sales tax receivable 206,326 60,222 Deposit on production equipment — 13,738 Other 492,786 215,196 Total 9,901,729 5,610,889 As of September 30, 2023 As of December 31, 2022 $ $ Land and building 19,992,990 18,163,962 Machinery and equipment 11,241,336 5,328,639 Property, plant and equipment, in development 19,827,730 8,434,384 5,384,707 — Furniture and fixtures 938,909 698,728 Computer equipment 237,963 149,892 57,623,635 32,775,605 Less: Accumulated depreciation (3,581,282) (1,395,029) Total 54,042,353 31,380,576 Initial Public Offeringestimated residual value:Asset Category Estimated Useful Life Computer equipment 5 years Machinery and equipment 7 years Furniture and fixtures 7 years Facility lease 7 years Building 20 years As of September 30, 2023 As of December 31, 2022 $ $ Accrued personnel costs 5,663,218 7,116,382 Accrued research and development costs 7,766,189 9,645,594 Accrued corporate legal fees and other professional services 907,019 2,068,793 Accrued costs for purchases of property, plant and equipment 75,360 105,741 Other accrued costs 117,568 157,944 Total 14,529,354 19,094,454 purchase up to 1,770,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on July 10, 2020.The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 millionits unpaid lease payments using the interest rate implicit in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share,lease or, approximately $4.8 million in the aggregate, willif that rate cannot be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Risks and UncertaintiesManagement continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results ofreadily determined, its operations and/or search for a target company, the specific impact isincremental borrowing rate. As an implicit interest rate was not readily determinable in the Company’s current portfolio of leases, the incremental borrowing rate was used based on the information available at the commencement date in determining the present value of lease payments. The Company has not incurred any material short-term lease costs or variable lease costs associated with its finance and operating leases.theseSeptember 30, 2023. The agreement does not transfer any title in the laboratory space to the Company.For the nine months ended September 30, 2023 Operating lease expense $ 303,215 Finance lease cost Amortization of right-of-use asset 384,622 Interest on lease liability 196,027 Total finance lease cost $ 580,649 For the nine months ended September 30, 2023 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow use from operating leases $ 167,397 Operating cash flow use from finance lease $ 196,027 Financing cash flow use from finance lease $ 285,949 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 5,644,563 Finance lease $ 5,384,707 financial statements do not include any adjustmentsfollowing table summarizes the weighted average remaining lease terms for the Company’s leases:As of September 30, 2023 Weighted-average remaining lease term (in years): Operating leases 9.2 Finance lease 6.5 might result from the outcomeleases were commenced:As of September 30, 2023 Weighted-average discount rates: Operating leases 7.8 % Finance lease 7.7 % this uncertainty.Note 6 — Stockholder's EquityClass A common stock – the Company's lease liabilities as of September 30, 2023:Operating Leases Finance Lease 2023 $ 232,797 $ 246,755 2024 689,632 987,018 2025 797,739 987,018 2026 746,332 987,018 2027 768,722 987,018 Thereafter 4,732,515 2,220,793 Total lease payments $ 7,967,737 $ 6,415,620 Less: imputed interest (2,385,189) (1,335,399) Present value of lease liabilities $ 5,582,548 $ 5,080,221 100,000,000430,000,000 shares of Class A common stock, with a par value of $0.0001 per share. As of June 30, 2020 there were no Class A shares issued or outstanding. Subsequent to the completion of the IPO on July 10, 2020, there was 14,041,000 Class A shares issued and outstanding.Class B common stock – The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,392,500 shares of common stock that were outstanding became shares of Class B common stock, of which 442,500 share were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company's issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on July 10, 2020; thus these Founder Shares are no longer subject to forfeiture.The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like)("Common Stock"), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the numberwell as 20,000,000 of shares of Class A commonpreferred stock, issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement shares). The Company’s Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.Preferred stock – The Company is authorized to issue 1,000,000 shares of preferred stock,a par value of $0.0001 per share (“Preferred Stock”).such designations, votingthe exercise of stock options granted to non-employee consultants, resulting in total cash proceeds of $120,353 and other rights(ii) 29,628 shares of Common Stock in connection with the exercise of stock options granted to employees and preferencesdirectors, resulting in total cash proceeds of $211,569.determineddeclared by the Company’s board of directors (the “Board”). During the three and nine months ended September 30, 2023, no cash dividends were declared or paid by the Company (September 30, 2022 — $nil).Company'sDelaware General Corporation Law ("DGCL"). During the nine months ended September 30, 2023, no shares of Preferred Stock were issued by the Company.directors. Asdirectors of POINT Biopharma Inc. approved the 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP provided for the granting of incentive and non-qualified stock options, stock appreciation rights, restricted stock units, performance awards and other stock-based awards to employees, directors, and consultants of POINT Biopharma Inc. Effective as of June 30, 2021, the Board adopted the POINT Biopharma Global Inc. 2021 Equity Incentive Plan (the “2021 EIP”) to replace the 2020 EIP and allow the Company to grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants of the Company. The Company assumed the outstanding equity awards under the 2020 EIP, but no further grants may be made under the 2020 EIP. The 2021 EIP provides that theNumber of
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Remaining
Contractual
Term (in years)Outstanding as of December 31, 2022 5,592,173 5.85 Granted 3,294,071 7.09 Exercised (116,213) 2.86 Forfeited (176,942) 7.23 Expired (15,510) 8.29 Outstanding as of September 30, 2023 8,577,579 6.33 4.4 Vested and expected to vest as of September 30, 2023 8,577,579 6.33 4.4 Options exercisable as of September 30, 2023 2,985,114 5.19 3.7 preferredmaterial impact to stock-based compensation recorded.outstanding.Note 7 — Subsequent EventsThree months ended September 30, 2023 Three months ended September 30, 2022 Nine months ended September 30, 2023 Nine months ended September 30, 2022 Risk-free interest rate 4.47% — 3.71% - 4.47% 1.24% - 3.13% Expected term (in years) 4.25 — 3.50 - 4.25 4.25 Expected volatility 66% —% 66% - 68% 72% - 75% Expected dividend yield —% —% —% —% evaluated subsequent eventsof $41,700 and transactions that occurred after$46,103, respectively.balance sheetunrecognized stock-based compensation expense related to unvested stock options was $17,944,644 and the estimated weighted average remaining vesting period was 2.9 years.throughfair value of $6.61 per unit based on the closing share price of the Company's Common Stock on the date of grant. The vesting terms of these PSUs are such that 100% vest upon the financial statements were issued. Other than as described in these unaudited condensed financial statements in relation toregulatory approval of PNT2002 by the Company's stock split (Note 4), repayment ofFDA. During the Note (Note 4)three and Initial Public Offering (Note 3) and related transactions,nine months ended September 30, 2023, the Company did not identifyrecord any stock-based compensation expense related to these PSUs on the basis that they cannot be considered probable to vest as the regulatory approval requirement is outside the control of the Company and other subsequent eventsthe clinical trial remains ongoing.required adjustment or disclosurebeen outstanding if the potentially dilutive securities had been issued, using the treasury stock method.Net loss $ 24,774,353 $ 24,013,069 $ 66,715,863 $ 64,973,890 Weighted-average common shares outstanding-basic and diluted 105,765,954 92,401,484 105,717,330 90,891,031 Net loss per share-basic and diluted $ 0.23 $ 0.26 $ 0.63 $ 0.71 statements.position or results of operations.
As of September 30, 2023, the Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.Consulting fees on business activities to Board member $ 90,161 $ 90,040 $ 296,072 $ 259,132 Reimbursement to Board member for occupancy costs 18,219 17,395 53,532 53,071 Total $ 108,380 $ 107,435 $ 349,604 $ 312,203
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us” or “we” refer to Therapeutics Acquisition Corp d/b/a Research Alliance Corp. I.
Exchange Commission ("SEC") on March 27, 2023 (the "2022 Form 10-K"). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
uncertainties may in the future be amplified by the COVID-19 outbreak, the Russo-Ukrainian conflict, the Israel-Palestine conflict and/or adverse developments affecting the financial services industry and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not undertake any obligation to update or revise any forward-looking statements, which speak only as of the date made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
The registration statement for our Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, we consummated the Initial Public Offering of 13,570,000 shares of Class A common stock at $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private sale of 471,400 shares of Class A Common Stock (the “Private Placement” or “Private Placement Shares”) at a price of $10.00 per Private Placement Share to our sponsor, Therapeutics Acquisition Holdings LLC (our “Sponsor”), generating gross proceeds of approximately $4.7 million.
Upon the closing of the Initial Public Offering and Private Placement, $135,700,000 ($10.00 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to us to pay our taxes, if any, the proceeds from the Initial Public Offering will not be released from the trust account until the earliest to occur of: (a) the completion of our initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders' rights or pre-initial Business Combination activity and (c) the redemption of all of our public shares if we have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offer, subject to applicable law.
If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period"), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations to provide for claims of creditors and the requirements of other applicable law.
The issuance of additional shares in a Business Combination:
§ may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of Class B common stock resulted in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the shares of Class B common stock;
§ may subordinate the rights of holders of shares of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our shares of Class A common stock;
§ could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
§ may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
§ may adversely affect prevailing market prices for our shares of Class A common stock. Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:
§ default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
§ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves (in the absence of a waiver or renegotiation of that covenant);
§ our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
§ our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
§ our inability to pay dividends on our shares of Class A common stock;
§ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
§ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
§ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
§ limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
As indicated in the accompanying unaudited condensed financial statements, as of June 30, 2020, we had $0.1 million in cash and deferred offering costs of approximately $0.4 million. Further,product candidates, we expect to incur significant costsexpenses related to developing our commercialization capabilities to support product sales, marketing, and distribution activities, either alone or in collaboration with others. Prior to the Lantheus License Agreements, the Company had incurred significant net losses and had funded operations primarily through equity financings. Operating losses and negative cash flows were incurred during the three and nine months ended September 30, 2023 and are expected to be incurred in the pursuitfuture.
Resultsproducts on our own or jointly with third parties.
We have neither engagedincurred any impairment losses in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our Initial Public Offering. Following our Initial Public Offering, we will not generate any operating revenues until after completionthe carrying values of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after our Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our Initial Public Offering, we expect to incur increased expensesassets as a result of beingthese events and we are not aware of any specific related event or circumstance that would require us to revise our estimates reflected in the Q3 2023 Financial Statements. However, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment; as a public company (for legal, financial reporting, accounting,result, our estimates may change as new events occur and auditing compliance), as well asadditional information is obtained.
Liquidityoperating expense line items within our accompanying unaudited interim condensed consolidated statements of operations.
Our liquidity needs have been satisfied prior2022:
| For the three months ended September 30, 2023 | For the three months ended September 30, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Service revenue | 2,789,993 | — | 2,789,993 | 100.0 | % | ||||||||||||||||||
| Total revenue | 2,789,993 | — | 2,789,993 | 100.0 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 26,910,286 | 20,797,406 | 6,112,880 | 29.4 | % | ||||||||||||||||||
| General and administrative | 5,505,869 | 3,839,626 | 1,666,243 | 43.4 | % | ||||||||||||||||||
| Total operating expenses | 32,416,155 | 24,637,032 | 7,779,123 | 31.6 | % | ||||||||||||||||||
| Loss from operations | (29,626,162) | (24,637,032) | (4,989,130) | 20.3 | % | ||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Investment income | 5,617,736 | 1,048,254 | 4,569,482 | 435.9 | % | ||||||||||||||||||
| Foreign currency gain (loss) | 105,522 | (243,791) | 349,313 | (143.3) | % | ||||||||||||||||||
| Total other income (expenses) | 5,723,258 | 804,463 | 4,918,795 | 611.4 | % | ||||||||||||||||||
| Loss before income taxes | (23,902,904) | (23,832,569) | (70,335) | 0.3 | % | ||||||||||||||||||
| Income tax provision | (871,449) | (180,500) | (690,949) | (382.8) | % | ||||||||||||||||||
| Net loss | (24,774,353) | (24,013,069) | (761,284) | 3.2 | % | ||||||||||||||||||
| For the three months ended September 30, 2023 | For the three months ended September 30, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Clinical trials | 6,314,574 | 9,956,461 | (3,641,887) | (36.6) | % | ||||||||||||||||||
| Salaries and benefits | 8,186,525 | 5,033,778 | 3,152,747 | 62.6 | % | ||||||||||||||||||
| Contract manufacturing | 7,150,118 | 3,579,255 | 3,570,863 | 99.8 | % | ||||||||||||||||||
| Depreciation and overhead | 3,505,030 | 1,364,368 | 2,140,662 | 156.9 | % | ||||||||||||||||||
| Sponsored research & product licenses | 1,500,000 | 750,000 | 750,000 | 100.0 | % | ||||||||||||||||||
| Regulatory consulting | 254,039 | 113,544 | 140,495 | 123.7 | % | ||||||||||||||||||
| Total | 26,910,286 | 20,797,406 | 6,112,880 | 29.4 | % | ||||||||||||||||||
We intend to use substantially allthree months ended September 30, 2023 and 2022, other income (expenses) consist mainly of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial Business Combination. We may withdraw interest income to pay our income taxes, if any. Our annual income tax obligations will depend on the amount of(a) interest and other income earned on the amounts heldCompany's cash, cash equivalents and investments and (b) foreign exchange gains and losses primarily associated with foreign currency transactions occurring within the Company’s Canadian subsidiary. The increase in interest and other income in the Trust Account. We expectcurrent period reflects the increase in short and long-term investments primarily in connection with cash received in connection with equity financings and the Lantheus License Agreements.
| For the nine months ended September 30, 2023 | For the nine months ended September 30, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Service revenue | 17,113,113 | — | 17,113,113 | 100.0 | % | ||||||||||||||||||
| Total revenue | 17,113,113 | — | 17,113,113 | 100.0 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 85,097,331 | 54,112,136 | 30,985,195 | 57.3 | % | ||||||||||||||||||
| General and administrative | 15,604,401 | 11,727,969 | 3,876,432 | 33.1 | % | ||||||||||||||||||
| Total operating expenses | 100,701,732 | 65,840,105 | 34,861,627 | 52.9 | % | ||||||||||||||||||
| Loss from operations | (83,588,619) | (65,840,105) | (17,748,514) | 27.0 | % | ||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Investment income | 16,717,703 | 1,605,927 | 15,111,776 | 941.0 | % | ||||||||||||||||||
| Foreign currency loss | (133,438) | (287,691) | 154,253 | (53.6) | % | ||||||||||||||||||
| Total other income (expenses) | 16,584,265 | 1,318,236 | 15,266,029 | 1,158.1 | % | ||||||||||||||||||
| Loss before income taxes | (67,004,354) | (64,521,869) | (2,482,485) | 3.8 | % | ||||||||||||||||||
| Income tax benefit (provision) | 288,491 | (452,021) | 740,512 | 163.8 | % | ||||||||||||||||||
| Net loss | (66,715,863) | (64,973,890) | (1,741,973) | 2.7 | % | ||||||||||||||||||
| For the nine months ended September 30, 2023 | For the nine months ended September 30, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Clinical trials | 24,487,852 | 22,972,208 | 1,515,644 | 6.6 | % | ||||||||||||||||||
| Salaries and benefits | 22,677,568 | 13,085,024 | 9,592,544 | 73.3 | % | ||||||||||||||||||
| Contract manufacturing | 22,572,138 | 9,662,996 | 12,909,142 | 133.6 | % | ||||||||||||||||||
| Depreciation and overhead | 9,402,634 | 2,847,830 | 6,554,804 | 230.2 | % | ||||||||||||||||||
| Sponsored research & product licenses | 5,036,390 | 5,305,325 | (268,935) | (5.1) | % | ||||||||||||||||||
| Regulatory consulting | 920,749 | 238,753 | 681,996 | 285.6 | % | ||||||||||||||||||
| Total | 85,097,331 | 54,112,136 | 30,985,195 | 57.3 | % | ||||||||||||||||||
Prior to the completionpreferences that adversely affect rights of our initial Business Combination,stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we will have available to us the $1.3 million of proceeds held outside the trust account, as well as certain funds that can be made available to us through loans from our Sponsor. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
We do not believe we will need to raise additional funds following our Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial Business Combination, other than funds available from loans from our Sponsor. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so,through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have insufficient funds available to operate our business priorrelinquish valuable rights to our initial Business Combination. In order to fund working capital deficienciestechnologies, future revenue streams, research programs or finance transaction costs in connection with an intended initial Business Combination, our Sponsordrug candidates, or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into private placement shares at a price of $10.00 per share at the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $350,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful Business Combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; $100,000 for consulting, travel and miscellaneous expenses incurred during the search for an initial Business Combination target; $55,000 for Nasdaq continued listing fees; and $345,000 for general working capital that will be used for miscellaneous expenses and reserves. RA Capital will provide us office space and administrative and support services free of charge.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investorsgrant licenses on terms morethat may not be favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.us. If we are unable to completeraise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our initial Business Combination becauseresearch, product development or future commercialization efforts, or grant rights to develop and market product candidates that we do not have sufficient funds availablewould otherwise prefer to us,develop and market ourselves.
| As of September 30, 2023 | As of December 31, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Current assets | 353,246,546 | 530,822,730 | (177,576,184) | (33.5) | % | ||||||||||||||||||
| Current liabilities | 38,666,277 | 79,738,440 | (41,072,163) | (51.5) | % | ||||||||||||||||||
| Total working capital | 314,580,269 | 451,084,290 | (136,504,021) | (30.3) | % | ||||||||||||||||||
Related Party Transactions
Founder Shares
On April 30, 2020, our Sponsor paid $25,000Company's cash, cash equivalents and investments. The decrease in consideration for 2,875,000 shares (the "Founder Shares")current liabilities includes the impact of the Company's common stock, par value $0.0001 per share (the "common stock"). In June 2020,payment of income taxes during the nine months ended September 30, 2023 of approximately $31.9 million, which had an equal and offsetting impact to current assets.
| For the nine months ended September 30, 2023 | For the nine months ended September 30, 2022 | Change | |||||||||||||||||||||
| (In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
| Net cash flows used in operating activities | (124,859,499) | (53,397,277) | (71,462,222) | 133.8 | % | ||||||||||||||||||
| Net cash flows used in investing activities | (140,007,433) | (176,537,853) | 36,530,420 | (20.7) | % | ||||||||||||||||||
| Net cash flows provided by financing activities | 45,973 | 116,902,265 | (116,856,292) | (100.0) | % | ||||||||||||||||||
| Net decrease in cash and cash equivalents | (264,820,959) | (113,032,865) | (151,788,094) | 134.3 | % | ||||||||||||||||||
We filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that we are authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. On July 8, 2020, we effected a 1:1.18 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 3,286,300 founder shares and there being an aggregate of 3,392,500 founder shares outstanding.
The Founder Shares will automatically convert into shares of Class A common stock at the time of our initial Business Combination and are subject to certain transfer restrictions, as described in Note 6 of our unaudited condensed financial statements. Our Sponsor has agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture.
Our Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders havingactivities other than investing and financing activities. Cash used in operating activities increased for the rightnine months ended September 30, 2023 compared to exchange their common stock for cash, securities or other property.
Private Placement Shares
Concurrently with the closingnine months ended September 30, 2022 primarily due to (a) continued advancement of our clinical
The Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.
Related Party Loans
On April 30, 2020, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). In May 2020, we borrowed $275,000 under the Note. The loanits available cash resources into fixed income investments. This was non-interest bearing and the borrowings outstanding under the Note of $275,000 were repaid in full in July 2020.
In order to finance transaction costspartially offset by (a) increased capital expenditures for purchases in connection with a Business Combination, the Sponsor or an affiliateour Indianapolis manufacturing facility and (b) purchase of the Sponsor, or certainNote Receivable from Ionetix-α.
Private Placement of Common Stock
The Sponsor has indicated an interest to purchase $25,000,000 of our common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares.
Commitments and Contingencies
Registration Rights
Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered intooptions, partially offset by payments made in connection with the consummationCompany's finance lease obligation. For the nine months ended September 30, 2022, net cash provided by financing activities totaled $116.9 million which consisted of the Initial Public Offering. Holdersnet proceeds received from the (a) issuance of Common Stock in connection with filing the Founder SharesS-3 and Private Placement Shares are entitled(b) exercise of stock options issued to a non-employee consultant.
Underwriting Agreement
We granted the underwriters a 45-day option from the date of the final prospectus relatingclinical trial. For additional information, see Note 12 to the Initial Public OfferingQ3 2023 Financial Statements.
The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payableour license agreements, please also see Note 12 to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payableQ3 2023 Financial Statements and Notes 14 and 15 to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-BalanceOff-balance Sheet Arrangements
As of June 30, 2020, we did
JOBS Act
Financial Condition and Results of Operations,” in our 2022 Form 10-K except as described below:
Additionally, welease are included in the processinitial lease term of evaluatinga lease when there is reasonable certainty that the benefits of relying onoption will be applied.
information provided in Item 3.Quantitative7A “Quantitative and Qualitative Disclosures aboutAbout Market Risk.
AsRisk” in our 2022 Form 10-K.
– CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms,forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
21
Item 2. Unregistered Salesevent of Equity Securities and Useany change in the price of Proceeds from Registered Securities
On July 10, 2020, we consummated the Initial Public Offeringour Common Stock.
Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 471,400 shares of Class A common stock at a purchase price of $10.00 per Private Placement Share, to our Sponsor, generating gross proceeds to us of approximately $4,714,000. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of our common stock equalsCommon Stock. There can be no assurance that we can raise capital when needed or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizationson terms favorable to us and our stockholders. Macroeconomic conditions and heightened global uncertainties may adversely affect general commercial activity and the like) forU.S. and global economies and financial markets, which increases uncertainty around our ability to access the capital markets when needed and on acceptable terms.
A total of $135,700,000, comprised of the proceeds from the Initial Public Offering and the sale of the Private Placement Shares, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, actingCompany’s fiscal quarter ended September 30, 2023.
We paid a total of $2,714,000 in underwriting discounts and commissions and $588,042 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $4,749,500 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2part of this Quarterly Report on Form 10-Q.
Item 3.Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
None.
s
| POINT BIOPHARMA GLOBAL INC. | ||||||||||||
| Date: November 13, 2023 | ||||||||||||
| /s/Joe McCann | ||||||||||||
| Dr. Joe McCann, Ph.D. | ||||||||||||
| Chief Executive Officer | ||||||||||||
| (Principal Executive Officer) | ||||||||||||
| By: | /s/Bill Demers | |||||||||||
| Bill Demers | ||||||||||||
| Chief Financial Officer | ||||||||||||
| (Principal Financial Officer) | ||||||||||||