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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):
November 9, 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 November 9, 2023, Rain Oncology Inc. (the “Company”)
issued a press release announcing its financial results for the quarter ended September 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
September 30, 2023, are being furnished to the U.S. 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: November 9, 2023 |
Rain Oncology Inc. |
|
|
|
|
By: |
/s/ Avanish Vellanki |
|
|
Avanish Vellanki |
|
|
Chairman and Chief Executive Officer |
Exhibit 99.1
Rain
Oncology Reports Third Quarter 2023 Financial Results and Provides Business Update
NEWARK, Calif., November 9,
2023 (GLOBE NEWSWIRE) -- Rain Oncology Inc. (NasdaqGS: RAIN), (Rain), today reported financial results for the third quarter ended September 30,
2023, along with an update on the Company’s key developments and business operations.
“Rain continues to evaluate
a number of strategic opportunities to add value for its stockholders,” said Avanish Vellanki, co-founder and chief executive officer
of Rain. “We anticipate being able to provide a public update on our efforts before the end of the year.”
Third
Quarter 2023 Financial Highlights
For the three and nine months
ended September 30, 2023, Rain reported a net loss of $7.0 million and $49.6 million, respectively, as compared to a net loss of
$18.0 million and $53.0 million for the same periods in 2022, respectively.
Research and development (R&D)
expenses were $4.0 million and $35.6 million for the three and nine months ended September 30, 2023, respectively, as compared to
$14.5 million and $42.3 million for the same periods in 2022, respectively. The decrease in R&D expenses was primarily related to
the winding down of the MANTRA and MANTRA-2 clinical trials for milademetan and lower payroll-related costs for the Company’s R&D
personnel due to the reduction-in-force implemented in the second quarter of 2023.
General and administrative
(G&A) expenses were $4.1 million and $14.6 million for the three and nine months ended September 30, 2023, respectively, as compared
to $3.9 million and $11.3 million for the same periods in 2022, respectively. The increase in G&A expenses was primarily due to higher
professional services, legal and payroll-related costs.
Total non-cash stock-based
compensation expenses were approximately $1.2 million and $3.6 million for the three and nine months ended September 30, 2023, respectively,
as compared to $0.9 million and $3.6 million for the same periods in 2022, respectively.
As of September 30, 2023,
Rain had $77.3 million in cash, cash equivalents and short-term investments.
As of November 3, 2023,
Rain had approximately 36.4 million shares of common stock outstanding.
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, potential
strategic opportunities for Rain and the timing for public updates. 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; 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 September 30,
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 September 30, | | |
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2022 | | |
2021 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development | |
$ | 3,965 | | |
$ | 14,510 | | |
$ | 35,622 | | |
$ | 42,322 | |
General and administrative | |
| 4,113 | | |
| 3,901 | | |
| 14,593 | | |
| 11,257 | |
Restructuring charges | |
| — | | |
| — | | |
| 2,837 | | |
| — | |
Total operating expenses | |
| 8,078 | | |
| 18,411 | | |
| 53,052 | | |
| 53,579 | |
Loss from operations | |
| (8,078 | ) | |
| (18,411 | ) | |
| (53,052 | ) | |
| (53,579 | ) |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 1,044 | | |
| 370 | | |
| 3,470 | | |
| 533 | |
Total other income | |
| 1,044 | | |
| 370 | | |
| 3,470 | | |
| 533 | |
Net loss | |
$ | (7,034 | ) | |
$ | (18,041 | ) | |
$ | (49,582 | ) | |
$ | (53,046 | ) |
Net loss per share, basic and diluted | |
$ | (0.19 | ) | |
$ | (0.68 | ) | |
$ | (1.36 | ) | |
$ | (2.00 | ) |
Weighted-average shares used to compute net loss per share, basic and diluted | |
| 36,375,671 | | |
| 26,564,615 | | |
| 36,359,744 | | |
| 26,535,474 | |
SUMMARY CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in
thousands)
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022(1) | |
| |
(unaudited) | | |
| |
Cash, cash equivalents and short-term investments | |
$ | 77,320 | | |
$ | 130,454 | |
Total assets | |
| 82,060 | | |
| 135,180 | |
Stockholders’ equity | |
| 67,519 | | |
| 113,036 | |
(1) Derived
from audited financial statements
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