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IGM Biosciences, Inc. (Exact Name of Registrant As Specified in Its Charter)

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IGM Biosciences, Inc. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 001-39045 IGM Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 77-0349194 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 325 E. Middlefield Road Mountain View, CA 94043 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (650) 965-7873 Securities registered pursuant to Section 12(b) of the Act: Trading Title of each class Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share IGMS The Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 2, 2021, the registrant had 25,630,982 shares of common stock, $0.01 par value per share, and 6,431,205 shares of non-voting common stock, $0.01 par value per share, outstanding. Table of Contents Page PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements (Unaudited) 1 Condensed Balance Sheets 1 Condensed Statements of Operations 2 Condensed Statements of Comprehensive Loss 3 Condensed Statements of Stockholders’ Equity 4 Condensed Statements of Cash Flows 5 Notes to Unaudited Condensed Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk 26 Item 4. Controls and Procedures 26 PART II. OTHER INFORMATION 27 Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 69 Item 3. Defaults Upon Senior Securities 69 Item 4. Mine Safety Disclosures 69 Item 5. Other Information 69 Item 6. Exhibits 70 Signatures 71 Special Note Regarding Forward Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: the timing of the initiation, progress and potential results of our preclinical studies, clinical trials and our discovery programs; our ability to utilize our IgM antibody platform to generate and advance additional product candidates; our ability to advance product candidates into, and successfully complete, clinical trials; the timing or likelihood of regulatory filings and approvals; our estimates of the number of patients who suffer from the diseases we are targeting and the number of patients that may enroll in our clinical trials; the commercializing of our product candidates, if approved; our ability and the potential to successfully manufacture and supply our product candidates for clinical trials and for commercial use, if approved; future strategic arrangements and/or collaborations and the potential benefits of such arrangements; our expectations regarding the impact of the coronavirus (COVID-19) pandemic on our business; our anticipated use of our existing resources; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing and our ability to obtain additional capital; the sufficiency of our existing cash and investments to fund our future operating expenses and capital expenditure requirements; our ability to retain the continued service of our key personnel and to identify, hire and retain additional qualified professionals; the implementation of our business model, strategic plans for our business and product candidates; the scope of protection we are able to establish and maintain for intellectual property rights, including our IgM platform, product candidates and discovery programs; our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately; the pricing, coverage and reimbursement of our product candidates, if approved; developments relating to our competitors and our industry, including competing product candidates and therapies; and the ability of our clinical trials to demonstrate the safety and efficacy of our product candidates, and other positive results. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10- Q and are subject to a number of risks, uncertainties, and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise. PART I—FINANCIAL INFORMATION Item 1. Financial Statements. IGM Biosciences, Inc. Condensed Balance Sheets (Unaudited) (in thousands, except share and per share data) June 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 246,049 $ 241,080 Short-term investments 35,396 125,189 Prepaid expenses and other current assets 8,716 7,003 Total current assets 290,161 373,272 Property, plant and equipment, net 27,360 23,226 Long-term investments 20,389 — Operating lease right-of-use asset 11,923 11,586 Other assets 831 548 Total assets $ 350,664 $ 408,632 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 4,853 $ 7,924 Accrued liabilities 10,713 6,649 Lease liabilities, current 3,496 2,667 Total current liabilities 19,062 17,240 Lease liabilities, non-current 9,146 9,577 Total liabilities 28,208 26,817 Commitments and contingencies (Note 10) Stockholders' equity: Preferred stock — — Common stock, $0.01 par value; 1,000,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 25,624,730 and 25,542,931 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively 256 255 Non-voting common stock, $0.01 par value; 200,000,000 and 6,431,208 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 6,431,205 shares issued and outstanding as of June 30, 2021 and December 31, 2020 64 64 Additional paid-in-capital 581,056 570,030 Accumulated other comprehensive (loss) income (2) 26 Accumulated deficit (258,918) (188,560) Total stockholders’ equity 322,456 381,815 Total liabilities and stockholders’ equity $ 350,664 $ 408,632 The accompanying notes
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