INTELLIA THERAPEUTICS, INC. (Exact Name of Registrant As Specified in Its Charter)
Total Page:16
File Type:pdf, Size:1020Kb
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37766 INTELLIA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 36-4785571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 130 Brookline Street, Suite 201, Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip code) 857-285-6200 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock as of October 28, 2016: 35,995,331 shares. Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements. Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 3 Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015 4 Consolidated Statement of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2016 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 6 Notes to Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures. 25 PART II—OTHER INFORMATION Item 1A. Risk Factors 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 58 Item 6. Exhibits 59 Signatures 60 2 Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements INTELLIA THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands except share and per share data) September 30, December 31, 2016 2015 ASSETS Current Assets: Cash and cash equivalents $ 290,618 $ 75,816 Accounts receivable 1,112 1,000 Prepaid expenses and other current assets 972 810 Total current assets 292,702 77,626 Property and equipment, net 5,492 2,708 Other assets 3,275 1,805 Total Assets $ 301,469 $ 82,139 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 657 $ 1,360 Accrued expenses 4,810 2,788 Current portion of deferred revenue 17,166 6,547 Total current liabilities 22,633 10,695 Deferred revenue, net of current portion 60,406 3,765 Other long-term liabilities 306 323 Commitments and contingencies (Note 6) Convertible preferred stock (Series B, Series A-2, Series A-1, Junior and Founder), $0.0001 par value; 5,000,000 shares and 36,500,000 shares authorized, respectively; 0 shares and 36,316,628 shares issued and outstanding, respectively — 88,557 Stockholders’ Equity (Deficit): Common stock, $0.0001 par value; 120,000,000 shares and 50,000,000 shares authorized, respectively; 35,995,074 shares issued and outstanding and 2,558,755 shares issued and outstanding, respectively 4 — Additional paid-in capital 261,127 735 Accumulated deficit (43,007) (21,936) Total stockholders’ equity (deficit) 218,124 (21,201) Total Liabilities and Stockholders’ Equity (Deficit) $ 301,469 $ 82,139 See notes to consolidated financial statements. 3 Table of Contents INTELLIA THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Amounts in thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Collaboration revenue $ 4,869 $ 1,688 $ 10,852 $ 4,351 Operating expenses: Research and development 7,861 3,458 20,509 6,795 General and administrative 4,705 1,531 11,680 5,474 Total operating expenses 12,566 4,989 32,189 12,269 Operating loss (7,697) (3,301) (21,337) (7,918) Interest income 215 — 266 — Loss before income taxes (7,482) (3,301) (21,071) (7,918) Income tax benefit — 282 — 766 Net loss $ (7,482) $(3,019) $(21,071) $ (7,152) Net loss per share attributable to common stockholders, basic and diluted $ (0.22) $(10.27) $ (1.16) $ (48.65) Weighted average shares outstanding, basic and diluted 34,316 294 18,098 147 See notes to consolidated financial statements. 4 Table of Contents INTELLIA THERAPEUTICS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) (Amounts in thousands except share data) Total Additional Stockholders’ Common Convertible Preferred Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit) Shares Amount Balance at December 31, 2015 2,558,755 $ — $ 735 $ (21,936) $ (21,201) 36,316,628 $ 88,557 Conversion of convertible preferred stock 23,481,956 3 88,554 — 88,557 (36,316,628) (88,557) Issuance of common stock, net of issuance costs of $3,365 9,955,554 1 167,138 — 167,139 — — Equity-based compensation (1,191) — 4,700 — 4,700 — — Net loss — — — (21,071) (21,071) — — Balance at September 30, 2016 35,995,074 $ 4 $261,127 $ (43,007) $ 218,124 — $ — See notes to consolidated financial statements. 5 Table of Contents INTELLIA THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in thousands) Nine Months Ended September 30, 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (21,071) $ (7,152) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 699 196 Loss on disposal of property and equipment 2 7 Equity-based compensation 4,700 845 Benefit from intraperiod tax allocation — (766) Changes in operating assets and liabilities: Accounts receivable (112) — Prepaid expenses and other current assets (162) (360) Accounts payable 154 405 Accrued expenses 1,741 1,220 Deferred revenue 67,260 10,004 Other assets (2,675) (841) Other long-term liabilities (17) 170 Net cash provided by operating activities 50,519 3,728 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,760) (1,705) Net cash used in investing activities (2,760) (1,705) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of Class A-2 preferred units and Series B preferred stock — 74,661 Payments to acquire in-process research and development (600) (900) Payment of preferred unit and preferred stock issuance costs (100) (2,622) Proceeds from common stock offering 170,507 — Payment of common stock offering costs (2,764) (395) Net cash provided by financing activities 167,043 70,744 Net increase in cash and cash equivalents 214,802 72,767 Cash and cash equivalents, beginning of period 75,816 9,845 Cash and cash equivalents, end of period $ 290,618 $ 82,612 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Purchases of property and equipment unpaid at period end $ 944 $ 144 Acquisition of in-process research and development unpaid at period end — 800 Financing costs incurred but unpaid at period end — 792 See notes to consolidated financial statements. 6 Table of Contents INTELLIA THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Overview and Basis of Presentation Intellia Therapeutics, Inc. (collectively referred to with its wholly-owned, controlled subsidiary, Intellia Securities Corp., as “Intellia” or the “Company”) is a genome editing company focused on developing potentially curative therapeutics utilizing a biological tool known as CRISPR/Cas9. The consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-210689), which was filed with the SEC pursuant to Rule 424(b)(4) on May 5, 2016 (the “Prospectus”). The unaudited consolidated financial statements include the accounts of Intellia Therapeutics, Inc. and its subsidiary. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.