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 June 30, 2020
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: 001-38796
GOSSAMER BIO, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware |
|
47-5461709 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
3013 Science Park Road San Diego, California |
|
92121 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (858) 684-1300
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, $0.0001 par value per share |
|
GOSS |
|
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, a 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 6, 2020, the registrant had 75,828,140 shares of common stock ($0.0001 par value) outstanding.
|
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|||
|
Item 1 |
|
3 |
|
|
|
|
Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 |
3 |
|
|
|
4 |
|
|
|
|
5 |
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2020 and 2019 |
6 |
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements |
7 |
|
Item 2 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
|
Item 3 |
|
30 |
|
|
Item 4 |
|
30 |
|
|
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|||
|
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|||
|
Item 1 |
|
31 |
|
|
Item 1A |
|
31 |
|
|
Item 2 |
|
32 |
|
|
Item 3 |
|
32 |
|
|
Item 4 |
|
32 |
|
|
Item 5 |
|
32 |
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Item 6 |
|
32 |
|
|
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|
33 |
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34 |
|
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
GOSSAMER BIO, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and par value amounts)
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
486,062 |
|
|
$ |
135,089 |
|
|
Marketable securities |
|
|
114,302 |
|
|
|
266,740 |
|
|
Prepaid expenses and other current assets |
|
|
8,036 |
|
|
|
7,488 |
|
|
Total current assets |
|
|
608,400 |
|
|
|
409,317 |
|
|
Property and equipment, net |
|
|
5,757 |
|
|
|
5,425 |
|
|
Operating lease right-of-use assets |
|
|
10,292 |
|
|
|
10,303 |
|
|
Other assets |
|
|
627 |
|
|
|
1,559 |
|
|
Total assets |
|
$ |
625,076 |
|
|
$ |
426,604 |
|
|
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
222 |
|
|
$ |
956 |
|
|
Accrued research and development expenses |
|
|
13,155 |
|
|
|
19,258 |
|
|
Accrued expenses and other current liabilities |
|
|
14,167 |
|
|
|
16,709 |
|
|
Total current liabilities |
|
|
27,544 |
|
|
|
36,923 |
|
|
Long-term convertible senior notes |
|
|
140,715 |
|
|
|
— |
|
|
Long-term debt |
|
|
28,637 |
|
|
|
28,459 |
|
|
Operating lease liabilities - long-term |
|
|
7,856 |
|
|
|
8,737 |
|
|
Total liabilities |
|
|
204,752 |
|
|
|
74,119 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 700,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 75,811,862 shares issued and 71,972,610 shares outstanding as of June 30, 2020, and 66,284,003 shares issued and 61,635,477 shares outstanding as of December 31, 2019 |
|
|
8 |
|
|
|
7 |
|
|
Additional paid-in capital |
|
|
874,863 |
|
|
|
686,390 |
|
|
Accumulated deficit |
|
|
(455,114 |
) |
|
|
(334,170 |
) |
|
Accumulated other comprehensive income |
|
|
567 |
|
|
|
258 |
|
|
Total stockholders' equity |
|
|
420,324 |
|
|
|
352,485 |
|
|
Total liabilities and stockholders' equity |
|
$ |
625,076 |
|
|
$ |
426,604 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
$ |
38,684 |
|
|
$ |
35,676 |
|
|
$ |
80,098 |
|
|
$ |
60,659 |
|
|
In process research and development |
|
|
15,000 |
|
|
|
1,000 |
|
|
|
17,805 |
|
|
|
2,000 |
|
|
General and administrative |
|
|
11,655 |
|
|
|
9,673 |
|
|
|
22,403 |
|
|
|
17,707 |
|
|
Total operating expenses |
|
|
65,339 |
|
|
|
46,349 |
|
|
|
120,306 |
|
|
|
80,366 |
|
|
Loss from operations |
|
|
(65,339 |
) |
|
|
(46,349 |
) |
|
|
(120,306 |
) |
|
|
(80,366 |
) |
|
Other income (expense), net |
|
|
(1,531 |
) |
|
|
1,851 |
|
|
|
(638 |
) |
|
|
3,257 |
|
|
Net loss |
|
$ |
(66,870 |
) |
|
$ |
(44,498 |
) |
|
$ |
(120,944 |
) |
|
$ |
(77,109 |
) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation, net of tax |
|
|
78 |
|
|
|
— |
|
|
|
(9 |
) |
|
|
— |
|
|
Unrealized gain on marketable securities, net of tax |
|
|
994 |
|
|
|
417 |
|
|
|
318 |
|
|
|
557 |
|
|
Other comprehensive income |
|
|
1,072 |
|
|
|
417 |
|
|
|
309 |
|
|
|
557 |
|
|
Comprehensive loss |
|
|
(65,798 |
) |
|
|
(44,081 |
) |
|
|
(120,635 |
) |
|
|
(76,552 |
) |
|
Net loss per share, basic and diluted |
|
$ |
(1.00 |
) |
|
$ |
(0.74 |
) |
|
$ |
(1.88 |
) |
|
$ |
(1.59 |
) |
|
Weighted average common shares outstanding, basic and diluted |
|
|
66,599,915 |
|
|
|
60,265,046 |
|
|
|
64,245,119 |
|
|
|
48,357,294 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity
(Unaudited)
(in thousands, except share amounts)
|
|
Series Seed |
|
Series A |
|
Series B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|||||||||||||
|
|
convertible preferred stock |
|
convertible preferred stock |
|
convertible preferred stock |
|
|
|
Common stock |
|
Additional paid-in |
|
Accumulated |
|
other comprehensive |
|
Total stockholders' |
|
||||||||||||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
Shares |
|
Amount |
|
capital |
|
deficit |
|
income (loss) |
|
equity |
|
||||||||||||
|
Balance as of December 31, 2019 |
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
|
|
61,635,477 |
|
$ |
7 |
|
$ |
686,390 |
|
$ |
(334,170 |
) |
$ |
258 |
|
$ |
352,485 |
|
|
Vesting of restricted stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
404,637 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Exercise of stock options |
|
— |
|
|
— |
|
|
— |
|
|
- |
|
|
— |
|
|
— |
|
|
|
|
4,309 |
|
|
— |
|
|
15 |
|
|
— |
|
|
— |
|
|
15 |
|
|
Stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
8,244 |
|
|
— |
|
|
— |
|
|
8,244 |
|
|
Issuance of common stock pursuant to Employee Stock Purchase Plan |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
49,889 |
|
|
— |
|
|
556 |
|
|
— |
|
|
— |
|
|
556 |
|
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(54,074 |
) |
|
— |
|
|
(54,074 |
) |
|
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(763 |
) |
|
(763 |
) |
|
Balance as of March 31, 2020 |
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
|
|
62,094,312 |
|
$ |
7 |
|
$ |
695,205 |
|
$ |
(388,244 |
) |
$ |
(505 |
) |
$ |
306,463 |
|
|
Issuance of common stock in connection with public offering, net of underwriting discounts, commissions, and offering costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
9,433,963 |
|
|
1 |
|
|
117,093 |
|
|
— |
|
|
— |
|
|
117,094 |
|
|
Equity component of convertible note issuance |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
53,635 |
|
|
— |
|
|
— |
|
|
53,635 |
|
|
Debt issuance costs attributable to convertible feature |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
(109 |
) |
|
— |
|
|
— |
|
|
(109 |
) |
|
Vesting of restricted stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
404,637 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Exercise of stock options |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
39,698 |
|
|
— |
|
|
139 |
|
|
— |
|
|
— |
|
|
139 |
|
|
Stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
8,900 |
|
|
— |
|
|
— |
|
|
8,900 |
|
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(66,870 |
) |
|
— |
|
|
(66,870 |
) |
|
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,072 |
|
|
1,072 |
|
|
Balance as of June 30, 2020 |
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
|
|
71,972,610 |
|
$ |
8 |
|
$ |
874,863 |
|
$ |
(455,114 |
) |
$ |
567 |
|
$ |
420,324 |
|
|
Series Seed |
|
Series A |
|
Series B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
||||||||||||||
|
|
convertible preferred stock |
|
convertible preferred stock |
|
convertible preferred stock |
|
|
|
Common stock |
|
Additional paid-in |
|
Accumulated |
|
other comprehensive |
|
Total stockholders' |
|
||||||||||||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
|
|
Shares |
|
Amount |
|
capital |
|
deficit |
|
income (loss) |
|
equity |
|
||||||||||||
|
Balance as of December 31, 2018 |
|
20,000,000 |
|
$ |
29,200 |
|
|
45,714,286 |
|
$ |
79,615 |
|
|
71,506,513 |
|
$ |
229,552 |
|
|
|
|
8,051,418 |
|
$ |
2 |
|
$ |
33,853 |
|
$ |
(153,863 |
) |
$ |
(61 |
) |
$ |
(120,069 |
) |
|
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
19,837,500 |
|
|
2 |
|
|
291,342 |
|
|
— |
|
|
— |
|
|
291,344 |
|
|
Conversion of convertible preferred stock into common stock |
|
(20,000,000 |
) |
|
(29,200 |
) |
|
(45,714,286 |
) |
|
(79,615 |
) |
|
(71,506,513 |
) |
|
(229,552 |
) |
|
|
|
30,493,460 |
|
|
3 |
|
|
338,364 |
|
|
— |
|
|
— |
|
|
338,367 |
|
|
Vesting of restricted stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
1,619,592 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
27,500 |
|
|
— |
|
|
3,089 |
|
|
— |
|
|
— |
|
|
3,089 |
|
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(32,611 |
) |
|
— |
|
|
(32,611 |
) |
|
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
140 |
|
|
140 |
|
|
Balance as of March 31, 2019 |
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
|
|
60,029,470 |
|
$ |
7 |
|
$ |
666,648 |
|
$ |
(186,474 |
) |
$ |
79 |
|
$ |
480,260 |
|
|
Vesting of restricted stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
404,637 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Exercise of stock options |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
33,273 |
|
|
— |
|
|
86 |
|
|
— |
|
|
— |
|
|
86 |
|
|
Stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
5,140 |
|
|
— |
|
|
— |
|
|
5,140 |
|
|
Other additional paid-in capital |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
39 |
|
|
— |
|
|
— |
|
|
39 |
|
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
(44,498 |
) |
|
— |
|
|
(44,498 |
) |
|
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
417 |
|
|
417 |
|
|
Balance as of June 30, 2019 |
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
— |
|
$ |
— |
|
|
|
|
60,467,380 |
|
$ |
7 |
|
$ |
671,913 |
|
$ |
(230,972 |
) |
$ |
496 |
|
$ |
441,444 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
Six months ended June 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(120,944 |
) |
|
$ |
(77,109 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
679 |
|
|
|
374 |
|
|
Stock-based compensation expense |
|
|
17,144 |
|
|
|
8,229 |
|
|
In process research and development expenses |
|
|
17,805 |
|
|
|
2,000 |
|
|
Amortization of operating lease right-of-use assets |
|
|
1,203 |
|
|
|
1,080 |
|
|
Amortization of debt discount and issuance costs |
|
|
823 |
|
|
|
59 |
|
|
Amortization of premium on investments, net of accretion of discounts |
|
|
(33 |
) |
|
|
(1,464 |
) |
|
Net realized gain on investments |
|
|
(253 |
) |
|
|
(1 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
(548 |
) |
|
|
(4,243 |
) |
|
Other assets |
|
|
932 |
|
|
|
2,906 |
|
|
Operating lease liabilities |
|
|
(715 |
) |
|
|
(1,032 |
) |
|
Accounts payable |
|
|
(727 |
) |
|
|
823 |
|
|
Accrued expenses |
|
|
(982 |
) |
|
|
(1,018 |
) |
|
Accrued research and development expenses |
|
|
(6,103 |
) |
|
|
4,624 |
|
|
Accrued compensation and benefits |
|
|
(2,975 |
) |
|
|
188 |
|
|
Net cash used in operating activities |
|
|
(94,694 |
) |
|
|
(64,584 |
) |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Research and development asset acquisitions, net of cash acquired |
|
|
(17,805 |
) |
|
|
(2,000 |
) |
|
Purchase of marketable securities |
|
|
(73,777 |
) |
|
|
(287,038 |
) |
|
Maturities of marketable securities |
|
|
143,304 |
|
|
|
74,897 |
|
|
Sales of marketable securities |
|
|
83,515 |
|
|
|
3,842 |
|
|
Purchase of property and equipment |
|
|
(954 |
) |
|
|
(1,727 |
) |
|
Net cash provided by (used in) investing activities |
|
|
134,283 |
|
|
|
(212,026 |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock in a public offering, net |
|
|
117,094 |
|
|
|
291,311 |
|
|
Proceeds from issuance of convertible debt, net |
|
|
193,596 |
|
|
|
— |
|
|
Proceeds from the issuance of long-term debt, net of issuance costs of $1,778 |
|
|
— |
|
|
|
28,222 |
|
|
Purchase of shares pursuant to Employee Stock Purchase Plan |
|
|
556 |
|
|
|
— |
|
|
Proceeds from the exercise of stock options |
|
|
154 |
|
|
|
158 |
|
|
Net cash provided by financing activities |
|
|
311,400 |
|
|
|
319,691 |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(16 |
) |
|
|
— |
|
|
Net increase in cash and cash equivalents |
|
|
350,989 |
|
|
|
43,081 |
|
|
Cash and cash equivalents, at the beginning of the period |
|
|
135,089 |
|
|
|
105,419 |
|
|
Cash and cash equivalents, at the end of the period |
|
$ |
486,062 |
|
|
$ |
148,500 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
1,243 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease liabilities |
|
$ |
1,192 |
|
|
$ |
12,458 |
|
|
Change in unrealized gain on marketable securities, net of tax |
|
$ |
318 |
|
||||