UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Emerging growth company |
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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
As of November 10, 2021, the registrant had
Table of Contents
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PART I. |
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Item 1. |
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Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 |
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Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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i
PART I—FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited).
Inhibikase Therapeutics, Inc.
Condensed Balance Sheets
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September 30, |
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December 31, |
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(unaudited) |
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(Note 3) |
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Assets |
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Current assets: |
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Cash |
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$ |
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$ |
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Grants receivable |
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— |
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Prepaid research and development |
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Prepaid expenses and other current assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Deferred revenue |
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Notes payable |
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Total |
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Notes payable, net of current portion |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to condensed financial statements.
1
Inhibikase Therapeutics, Inc.
Condensed Statements of Operations
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenue: |
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$ |
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$ |
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$ |
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$ |
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Total revenue |
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Costs and expenses: |
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Research and development |
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Selling, general and administrative |
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Total costs and expenses |
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Loss from operations |
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Interest expense |
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( |
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Net loss |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss per share – basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average number of common shares – basic and diluted |
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See accompanying notes to condensed financial statements.
2
Inhibikase Therapeutics, Inc.
Condensed Statements of Stockholders’ Equity (Deficit)
(Unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Total |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Issuance of common stock |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Issuance of common stock, follow on offering |
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— |
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Issuance of common stock, stock options exercised |
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( |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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Balance at June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Issuance of common stock, stock options exercised |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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Common Stock |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Total |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Issuance of common stock |
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— |
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Net loss |
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— |
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— |
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( |
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( |
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Balance at March 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Conversion of notes |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Warrant expense |
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— |
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— |
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— |
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Issuance of common stock, cashless warrant exercise |
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( |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at September 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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See accompanying notes to condensed financial statements.
3
Inhibikase Therapeutics, Inc.
Condensed Statements of Cash Flows
(Unaudited)
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Nine Months Ended September 30, |
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2021 |
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2020 |
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Operating activities |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation expense |
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Non-cash consulting fees |
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Non-cash PPP loan forgiveness |
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Warrant expense |
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Changes in operating assets and liabilities: |
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Grants receivable |
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( |
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Prepaid expenses and other assets |
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( |
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Prepaid research and development |
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Accounts payable |
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( |
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Accrued expenses and other current liabilities |
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( |
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Deferred revenue |
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( |
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Net cash used in operating activities |
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( |
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( |
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Financing activities |
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Proceeds from notes payable |
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Proceeds from issuance of common stock |
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Deferred initial public offering costs |
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Issuance of common stock from exercise of stock options |
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Payment of employee taxes in connection with stock option exercise |
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( |
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Repayments of note payable |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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Cash at beginning of period |
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Cash at end of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information |
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Cash paid for interest |
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$ |
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$ |
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Non-cash financing activities |
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Notes payable settled with new notes payable |
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$ |
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$ |
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Notes payable settled with common stock |
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$ |
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$ |
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PPP loan forgiveness |
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$ |
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$ |
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Accrued deferred initial public offering costs |
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$ |
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$ |
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See accompanying notes to condensed financial statements.
4
Inhibikase Therapeutics, Inc.
Notes to Unaudited Condensed Financial Statements
The Company has recognized recurring losses. At September 30, 2021, the Company had working capital of $
The future success of the Company is dependent on its ability to successfully obtain additional working capital, obtain regulatory approval for and successfully launch and commercialize its product candidates and to ultimately attain profitable operations. Historically, the Company has funded its operations primarily through cash received in connection with revenue from its various grant programs. In addition, in June 2021 and December 2020, the Company raised approximately $
The Company is subject to a variety of risks similar to other early-stage life science companies including, but not limited to, the successful development, regulatory approval, and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional working capital. The Company has incurred significant research and development expenses and general and administrative expenses related to its product candidate programs. The Company anticipates costs and expenses to increase in the future as the Company continues to develop its product candidates.
The Company may seek to fund its operations through additional public equity, private equity, or debt financings, as well as other sources. However, the Company may be unable to raise additional working capital, or if it is able to raise additional capital, it may be unable to do so on commercially favorable terms. The Company’s failure to raise capital or enter into such other arrangements if and when needed would have a negative impact on the Company’s business, results of operations and financial condition and the Company’s ability to continue to develop its product candidates.
The Company estimates that its working capital at September 30, 2021 is sufficient to fund its normal operations into the first quarter of 2023.
The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
5
Basis of Presentation of Interim Financial Statements
The accompanying unaudited condensed financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. The December 31, 2020 balance sheet was derived from December 31, 2020 audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim periods are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2021. The condensed unaudited financial statements contained herein should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report filed on SEC Form 10-K.
These condensed financial statements have been prepared on the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The condensed financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
On August 21, 2020, the Company filed a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware that effected a (1:1.14396) reverse stock split of its common stock, par value $
The condensed financial statements have been prepared in conformity with US GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are generally adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. The JOBS Act permits an emerging growth company such as the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has 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 will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that it either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.
Use of Estimates
The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its stock options and warrants, deferred tax valuation allowances and revenue recognition, to record expenses relating to research and development contracts and accrued expenses. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates.
Concentrations of Credit Risk
For the three months ended September 30, 2021 and 2020, the Company derived more than
Revenue Recognition
The Company generates revenue from research and development grants under contracts with third parties that do not create customer-vendor relationships. The Company’s research and development grants are non-exchange transactions and are not within
6
the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Contribution revenue earned from activities performed pursuant to research and development grants is reported as grant revenue in the Company’s condensed statements of operations. Revenue from these grants is recognized as the Company incurs qualifying expenses as stipulated by the terms of the respective grant. Cash received from grants in advance of incurring qualifying expenses is recorded as deferred revenue. The Company records revenue and a corresponding receivable when qualifying costs are incurred before the grants are received.
Accrued expenses and other current liabilities consist of the following:
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September 30, |
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December 31, |
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Accrued consulting |
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$ |
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$ |
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Accrued legal and professional fees |
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— |
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Accrued research and development |
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Accrued interest |
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Accrued bonuses |
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— |
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Accrued other |
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Total accrued expenses and other current liabilities |
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$ |
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$ |
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Notes payable outstanding were $248,911 and $318,995 at September 30, 2021 and December 31, 2020, respectively.
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September 30, |
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December 31, |
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Fifth Restated Note |
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$ |
— |
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$ |
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PPP Note |
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— |
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CEO Restated Note |
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Total notes payable |
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$ |
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$ |
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Future principal payments on the notes payable as of September 30, 2021, are as follows:
Year ending December 31, |
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2021 |
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$ |
— |
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2022 |
|
|
|
|
2023 |
|
|
— |
|
2024 |
|
|
— |
|
2025 |
|
|
— |
|
Total notes payable |
|
$ |
|
Revolving Demand Promissory Note
During 2019 and 2020, the Company entered into a series of promissory notes that were renegotiated and partially settled over 2019 and 2020.
On January 1, 2020, the Company issued a note (the “2020 Note”) in the face amount of $
On June 30, 2020, the holder of the 2020 Note and the Company entered into an agreement to settle the 2020 Note early. As full consideration and settlement of the 2020 Note’s June 30, 2020 principal balance plus accrued and unpaid interest in the amount of $
7
agreement and the issuance of the Fifth Restated Note satisfied the payoff of the 2020 Note without premium or discount. The balance of the Fifth Restated Note was $
The Fifth Restated Note was scheduled to mature on the earlier of a significant transaction, including an initial public offering, sale of substantially all assets or change of control, or January 1, 2021. The Company consummated its IPO on December 28, 2020 and the principal balance of the Fifth Restated Note plus accrued and unpaid interest was settled in full in cash on January 1, 2021.
Note Payable to CEO
On February 5, 2020 (the “Issue Date”), the Company issued a note payable to its CEO (the “CEO Note”) in the face amount of $
On June 13, 2020, the holder of the CEO Note and the Company entered into a restated agreement (the “CEO Restated Note”). The CEO Restated Note in the amount of $
The Paycheck Protection Program Loan (the “PPP Loan”)
On May 4, 2020 the Company received $
Each share of common stock is entitled to
Reverse Stock Split
Share Issuances
In January 2020, an accredited investor subscribed for, and the Company issued,
During the nine months ended September 30, 2021, an accredited investor subscribed for, and the Company issued,
8
connection with this issuance. The $
During the nine months ended September 30, 2020 the Company issued
2020 Equity Incentive Plan
The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) was established for granting stock incentive awards to directors, officers, employees and consultants to the Company.
Stock Options
During the nine months ended September 30, 2021, the Company granted
On June 25, 2021, the Company granted a total of
On August 16, 2021, the Company granted
In May 2021, the Company issued
In June 2021, the Company issued
In August 2021, the Company issued
Stock-Based Compensation Expense
The following table summarizes the stock-based compensation expense for stock options granted to employees and non-employees:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Research and development |
|
$ |
|
|
$ |
|
||
Selling, general and administrative |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
Warrants Issued
On March 31, 2020, the Company issued a warrant to purchase up to
9
classified within stockholders’ equity at its fair value and was treated as a standalone instrument. The fair value of the warrant was determined to be $
In connection with the June 2021 Offering the Company issued and sold to its underwriters a warrant to purchase up to
Warrants Exercised
The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted-average number of common shares |
|
|
|
|
|
|
||
Net loss per share applicable to common |
|