GMTX

 

 

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-253175

 

PROSPECTUS SUPPLEMENT NO. 9

(To prospectus dated May 12, 2021)

 

 

Up to 29,368,920 Shares of Common Stock

 

 

This prospectus supplement no. 8 amends and supplements the prospectus dated May 12, 2021, relating to the offering and resale by the selling stockholders identified in the prospectus of up to 29,368,920 shares of our common stock, par value $0.0001 per share (as supplemented or amended from time to time, the “Prospectus”).

This prospectus supplement incorporates into the Prospectus the information contained in our attached quarterly report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 15, 2021.

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

Our common stock is listed on the NASDAQ Global Market under the symbol “GMTX.” On November 12, 2021, the last reported sale price of our common stock on the NASDAQ Global Market was $3.42.

 

 

Investment in our common stock involves risks. See “Risk Factors” beginning on page 10 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is November 15, 2021.

 

 

 

 

 

 

 

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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 September 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: 001-39438

 

GEMINI THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	85-1612845
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 One Kendall Square, 3rd Floor Cambridge, MA	02139
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (617) 401-4400

 

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, par value $0.0001 per share		GMTX		The Nasdaq Global 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 November 9, 2021, the registrant had 43,112,742 shares of common stock, $0.0001 par value per share, outstanding.

 

 

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FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that 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,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors referenced in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

 

These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

 

Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

 

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Table of Contents

 

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	38
Signatures		39

 

 

 

 

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Gemini Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

 

		September 30, 2021				December 31, 2020
Assets
Current assets:
Cash and cash equivalents		$	150,069			$	4,503
Prepaid expenses and other current assets			4,731				562
Total current assets			154,800				5,065
Property and equipment, net			180				294
Restricted cash			323				323
Deferred offering costs			-				2,637
Other assets			232				-
Total assets		$	155,535			$	8,319
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable		$	939			$	2,377
Accrued expenses and other current liabilities			6,722				5,810
Term loan, current portion			5,000				5,000
Convertible notes			-				11,689
Total current liabilities			12,661				24,876
Warrant liability			-				76
Other liabilities			366				277
Term loan, net of current portion and discount			1,647				4,951
Total liabilities			14,674				30,180
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued    and outstanding as of September 30, 2021 and December 31, 2020			-				-
Common stock, $0.0001 par value; 250,000,000 shares authorized; 43,112,742 and    15,565,380 shares issued and outstanding as of September 30, 2021 and December 31,    2020, respectively			4				2
Additional paid-in capital			307,724				90,958
Accumulated deficit			(166,867	)			(112,821	)
Total stockholders' equity (deficit)			140,861				(21,861	)
Total liabilities and stockholders' equity (deficit)		$	155,535			$	8,319

 

The accompanying notes are an integral part of the financial statements.

1

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Gemini Therapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share amounts)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Operating expenses:
Research and development		$	13,455			$	6,727			$	36,083			$	20,472
General and administrative			4,995				1,222				15,177				3,774
Total operating expenses			18,450				7,949				51,260				24,246
Loss from operations			(18,450	)			(7,949	)			(51,260	)			(24,246	)
Other income (expense):
Interest expense			(104	)			(2,047	)			(2,073	)			(2,307	)
Interest income			5				1				11				37
Loss on conversion of convertible notes			-				-				(711	)			-
Change in fair value of warrant liability			-				(8	)			-				(6	)
Other expense			(2	)			-				(13	)			-
Net loss and comprehensive loss		$	(18,551	)		$	(10,003	)		$	(54,046	)		$	(26,522	)
Net loss per share, basic and diluted		$	(0.43	)		$	(0.65	)		$	(1.37	)		$	(1.77	)
Weighted average common shares outstanding, basic and diluted			43,091,822				15,282,987				39,427,476				15,016,038

 

The accompanying notes are an integral part of the financial statements.

2

 

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Gemini Therapeutics, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

(In thousands, except share amounts)

 

		Series A Convertible Preferred Stock								Series B Convertible Preferred Stock									Old Gemini Common Stock								Common Stock								Additional paid-in				Accumulated				Total stockholders' equity
		Shares				Amount				Shares				Amount					Shares				Amount				Shares				Amount				capital				deficit				(deficit)
Balance at December 31, 2019    (as previously reported)			39,722,088			$	47,113				9,916,375			$	13,252					5,313,766			$	5				-			$	-			$	1,182			$	(71,984	)		$	(70,797	)
Retroactive application of the    recapitalization due to the Business    Combination (Note 3)			(39,722,088	)			(47,113	)			(9,916,375	)			(13,252	)				(5,313,766	)			(5	)			11,979,586				1				60,369				-				60,365
Balance at December 31, 2019, effect of    Business Combination (Note 3)			-				-				-				-					-				-				11,979,586				1				61,551				(71,984	)			(10,432	)
Issuance of Series B convertible preferred    stock, net of issuance costs of $148			-				-				-				-					-				-				3,242,655				1				20,083				-				20,084
Issuance of common stock upon exercise of    stock options			-				-				-				-					-				-				17,932				-				10				-				10
Vesting of restricted common stock			-				-				-				-					-				-				14,470				-				-				-				-
Stock-based compensation expense			-				-				-				-					-				-				-				-				94				-				94
Net loss			-				-				-				-					-				-				-				-				-				(9,746	)			(9,746	)
Balance at March 31, 2020, effect of    Business Combination (Note 3)			-				-				-				-					-				-				15,254,643				2				81,738				(81,730	)			10
Issuance of common stock upon exercise of    stock options			-				-				-				-					-				-				5,228				-				9				-				9
Vesting of restricted common stock			-				-				-				-					-				-				14,470				-				-				-				-
Stock-based compensation expense			-				-				-				-					-				-				-				-				138				-				138
Net loss			-				-				-				-					-				-				-				-				-				(6,773	)			(6,773	)
Balance at June 30, 2020, effect of    Business Combination (Note 3)			-				-				-				-					-				-				15,274,341				2				81,885				(88,503	)			(6,616	)
Beneficial conversion feature relating to discount on convertible promissory notes			-				-				-				-					-				-				-				-				8,177				-				8,177
Issuance of common stock upon exercise of    stock options			-				-				-				-					-				-				2,180				-				3				-				3
Vesting of restricted common stock			-				-				-				-					-				-				14,469				-				-				-				-
Stock-based compensation expense			-				-				-				-					-				-				-				-				161				-				161
Net loss			-				-				-				-					-				-				-				-				-				(10,003	)			(10,003	)
Balance at September 30, 2020, effect of    Business Combination (Note 3)			-			$	-				-			$	-					-			$	-				15,290,990			$	2			$	90,226			$	(98,506	)		$	(8,278	)

 

3

 

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		Series A Convertible Preferred Stock								Series B Convertible Preferred Stock									Old Gemini Common Stock								Common Stock								Additional paid-in				Accumulated				Total stockholders' equity
		Shares				Amount				Shares				Amount					Shares				Amount				Shares				Amount				capital				deficit				(deficit)
Balance at December 31, 2020    (as previously reported)			39,722,088			$	47,113				24,790,938			$	33,336					6,900,493			$	7				-			$	-			$	10,504			$	(112,821	)		$	(102,310	)
Retroactive application of the    recapitalization due to the Business    Combination (Note 3)			(39,722,088	)			(47,113	)			(24,790,938	)			(33,336	)				(6,900,493	)			(7	)			15,565,380				2				80,454				-				80,449
Balance at December 31, 2020, effect of    Business Combination (Note 3)			-				-				-				-					-				-				15,565,380				2				90,958				(112,821	)			(21,861	)
Issuance of common stock upon Business    Combination, net of issuance costs    (Note 3)			-				-				-				-					-				-				25,041,150				2				195,880				-				195,882
Conversion of promissory notes (Note 3)			-				-				-				-					-				-				2,341,316				-				14,515				-				14,515
Issuance of common stock upon exercise of    warrants (Note 3)			-				-				-				-					-				-				15,257				-				76				-				76
Vesting of restricted common stock			-				-				-				-					-				-				35,561				-				-				-				-
Issuance of common stock upon exercise of    stock options			-				-				-				-					-				-				3,480				-				4				-				4
Stock-based compensation expense			-				-				-				-					-				-				-				-				1,593				-				1,593
Net loss			-				-				-				-					-				-				-				-				-				(19,048	)			(19,048	)
Balance at March 31, 2021			-				-				-				-					-				-				43,002,144				4				303,026				(131,869	)			171,161
Issuance of common stock upon exercise of    stock options			-				-				-				-					-				-				52,968				-				106				-				106
Stock-based compensation expense			-				-				-				-					-				-				-				-				2,862				-				2,862
Net loss			-				-				-				-					-				-				-				-				-				(16,447	)			(16,447	)
Balance at June 30, 2021			-				-				-				-					-				-				43,055,112				4				305,994				(148,316	)			157,682
Issuance of common stock upon exercise of    stock options			-				-				-