0001724979
false
0001724979
2023-08-10
2023-08-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 10, 2023
Rain Oncology Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
|
001-40356 |
|
82-1130967 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
8000 Jarvis Avenue, Suite 204
Newark, CA 94560
(Address of Principal Executive Offices)
(510) 953-5559
(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 $0.001 per share |
|
RAIN |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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.
| Item 2.02 | Results of Operations and Financial Condition. |
On August 10, 2023, Rain Oncology Inc. (the “Company”)
issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
This Item 2.02 and the Press Release attached hereto as Exhibit 99.1,
insofar as they disclose information regarding the Company’s results of operations and financial condition for the quarter ended
June 30, 2023, are being furnished to the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is being furnished
herewith:
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2023 |
Rain Oncology Inc. |
|
|
|
|
By: |
/s/ Avanish Vellanki |
|
|
Avanish Vellanki |
|
|
Chairman and Chief Executive Officer |
Exhibit 99.1
Rain Oncology Reports Second Quarter 2023 Financial
Results and Provides Corporate Update
– Evaluating
a number of opportunities to diversify pipeline in precision oncology -
– Submitted data abstracts for milademetan
in both MANTRA and MANTRA-2 clinical trials; anticipated presentations at medical conferences in 4Q23 –
– Quarter-end
cash position of $86.3 million expected to provide runway into year-end 2026 –
– Management
to host conference call and webcast today at 2:00 pm PT/5:00 pm ET –
NEWARK, Calif., August 10, 2023 (GLOBE
NEWSWIRE) -- Rain Oncology Inc. (NasdaqGS: RAIN), (Rain), today reports financial results for the second quarter ended June 30, 2023,
and provides a corporate update.
“Rain has been aggressively pursuing
a multitude of opportunities as we seek to leverage our clinical execution capabilities and strong cash position to add value to our stockholders”,
said Avanish Vellanki, co-founder and chief executive officer of Rain. “Our efforts are focused on licensing or acquiring differentiated
clinical-stage programs, as well as avenues to partner with companies utilizing proprietary technology that may help develop drug candidates
entering the clinic. We are very excited about the progress we’ve made and recognize that it is important to act expeditiously.
We will provide an update publicly on these endeavors at the appropriate time.”
Second Quarter 2023 Corporate Highlights
and Key Research and Development (R&D) Updates
| o | Commenced review of opportunities to maximize stockholder value inclusive of the opportunity to acquire new precision oncology assets
and/or novel technology platforms |
| o | Reduced headcount to approximately 25 full-time employees, maintaining key personnel to execute on earlier-stage clinical programs
and wind down the MANTRA and MANTRA-2 trials for milademetan |
| o | Reduced cash burn through various cost saving initiatives, including headcount reduction, to extend runway through end of 2026, in
the absence of a corporate transaction and further financing |
| ● | Phase 3 Dedifferentiated Liposarcoma (DD LPS) Trial (MANTRA) |
| o | Submitted abstracts to upcoming medical conferences; anticipate presentations in 4Q23 |
| ● | Phase 2 Basket Trial (MANTRA-2) of Milademetan for MDM2-Amplified Advanced
Solid Tumors |
| o | Suspended enrollment in May 2023 and trial expected to be discontinued in 4Q23 |
| o | Submitted abstract to upcoming medical conference; anticipate presentation in 4Q23 |
Second Quarter 2023 Financial Results
For the three and six months ended June 30,
2023, Rain reported a net loss of $22.1 million and $42.5 million, respectively, as compared to a net loss of $17.6 million and $35.0
million for the same periods in 2022, respectively.
Research and development (R&D) expenses
were $15.0 million and $31.7 million for the three and six months ended June 30, 2023, respectively, as compared to $14.3 million
and $27.8 million for the same periods in 2022, respectively. The increases were primarily driven by the clinical trial costs for our
Phase 3 trial in DD LPS (MANTRA) and Phase 2 tumor-agnostic basket trial (MANTRA-2), as well as personnel costs. Non-cash stock-based
compensation expenses included in R&D expenses were approximately $0.5 million and $1.7 million in the three and six months ended
June 30, 2023, respectively, as compared to $1.2 million and $2.1 million in the same periods in 2022, respectively.
General and administrative (G&A) expenses
were $5.4 million and $10.5 million for the three and six months ended June 30, 2023, respectively, as compared to $3.5 million and
$7.4 million for the same periods in 2022, respectively. The increases were primarily due to higher costs associated with launch preparation
in anticipation to commercially launch milademetan in LPS, personnel, legal, outside consulting, and accounting and audit fees. Non-cash
stock-based compensation expense included in G&A expenses were approximately $0.3 million and $0.7 million for the three and six months
ended June 30, 2023, as compared to $0.2 million and $0.6 million for the three and six months ended June 30, 2022.
In May 2023, the Company announced a
reduction in its workforce in connection with the reprioritization of the Company’s clinical strategy designed to optimize Company
resources. The Company recorded restructuring charges of $2.8 million in the statements of operations for the three and six months
ended June 30, 2023, comprised of $2.8 million cash severance, bonus and related employee benefits and taxes of affected employees,
as well as $37,000 of stock-based compensation expense related to option modification.
Total non-cash stock-based compensation expenses
were approximately $0.8 million and $2.4 million for the three and six months ended June 30, 2023, respectively, as compared to $1.4
million and $2.7 million for the same periods in 2022, respectively.
As of June 30, 2023, Rain had $86.3 million
in cash, cash equivalents and short-term investments. Rain anticipates that its quarter-end cash position will provide runway into year-end
2026.
As of June 30, 2023, Rain had approximately
36.4 million shares of common stock outstanding.
Second Quarter 2023 Results Conference
Call and Webcast Details
The management of Rain Oncology will host a conference call and webcast
for the investment community today, August 10, 2023 at 2:00 pm PT (5:00 pm ET). A live webcast may be accessed here:
https://viavid.webcasts.com/starthere.jsp?ei=1624922&tp_key=7933f8175f.
The conference call can be accessed by dialing (888) 886-7786 (domestic) or (416) 764-8658 (international). The passcode for the conference
call is 29873479.
Replay of the call will be available
by visiting the “Events” section of the Rain website after the conclusion of the presentation and will be archived
on the Rain website for 30 days.
About Rain Oncology Inc.
Rain Oncology Inc. is a precision oncology company developing therapies
that target oncogenic drivers to genetically select patients it believes will most likely benefit. Rain’s product candidate, milademetan,
is a small molecule, oral inhibitor of the p53-MDM2 complex that reactivates p53.
Forward Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, Rain’s ability
to develop, license, or acquire other product candidates or additional indications for existing products and the timing for public update
regarding the same, its clinical strategy, the therapeutic potential of the reactivation of p53, a potential path forward for milademetan,
the effectiveness of Rain’s cost-saving measures and its cash runway. Because such statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “plans,”
“will”, “anticipates,” “goal,” “potential,” “expects” and similar expressions
are intended to identify forward-looking statements. These forward-looking statements are based upon Rain’s current expectations
and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated
in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties
associated with Rain’s business in general and limited operating history, Rain’s ability to execute on its strategy; the results
of preclinical and clinical studies; the FDA regulatory process; positive results from a clinical trial may not necessarily be predictive
of the results of future or ongoing clinical studies; the sufficiency of Rain’s capital resources and its ability to successfully
manage its cash resources, and the other risks described in Rain’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2023 and subsequent filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release
speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Rain
undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they
were made, except as required by law.
Investor Contact
Daniel Ferry
LifeSci Advisors
+1.617.430.7576
daniel@lifesciadvisors.com
Media Contact
Mahima Agochiya
Rain Oncology
magochiya@rainoncology.com
Rain Oncology Inc. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
(in thousands, except share and per share amounts) |
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2022 | | |
2021 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development | |
$ | 14,980 | | |
$ | 14,257 | | |
$ | 31,657 | | |
$ | 27,812 | |
General and administrative | |
| 5,414 | | |
| 3,461 | | |
| 10,480 | | |
| 7,356 | |
Restructuring charges | |
| 2,837 | | |
| — | | |
| 2,837 | | |
| — | |
Total operating expenses | |
| 23,231 | | |
| 17,718 | | |
| 44,974 | | |
| 35,168 | |
Loss from operations | |
| (23,231 | ) | |
| (17,718 | ) | |
| (44,974 | ) | |
| (35,168 | ) |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 1,167 | | |
| 107 | | |
| 2,426 | | |
| 163 | |
Total other income | |
| 1,167 | | |
| 107 | | |
| 2,426 | | |
| 163 | |
Net loss | |
$ | (22,064 | ) | |
$ | (17,611 | ) | |
$ | (42,548 | ) | |
$ | (35,005 | ) |
Net loss per share, basic and diluted | |
$ | (0.61 | ) | |
$ | (0.66 | ) | |
$ | (1.17 | ) | |
$ | (1.32 | ) |
Weighted-average shares used to compute net loss per share, basic and diluted | |
| 36,363,315 | | |
| 26,529,482 | | |
| 36,351,648 | | |
| 26,520,662 | |
SUMMARY CONDENSED CONSOLIDATED BALANCE SHEET DATA |
(in thousands) |
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022(1) | |
| |
(unaudited) | | |
| |
Cash, cash equivalents and short-term investments | |
$ | 86,290 | | |
$ | 130,454 | |
Total assets | |
| 91,723 | | |
| 135,180 | |
Stockholders’ equity | |
| 73,289 | | |
| 113,036 | |
| |
| | | |
| | |
(1) Derived from audited financial statements | |
| | | |
| | |
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Rain Oncology (NASDAQ:RAIN)
Historical Stock Chart
From Apr 2024 to May 2024
Rain Oncology (NASDAQ:RAIN)
Historical Stock Chart
From May 2023 to May 2024