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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
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|
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30,
2022
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number:
001-38997
RAPT Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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47-3313701
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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561 Eccles Avenue
South San Francisco,
California
94080
(Address of principal executive offices and zip code)
(650)
489-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock $0.0001 par value per share
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RAPT
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Nasdaq Global Market
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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.
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If 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 4, 2022, there were
29,910,852
shares of the registrant’s common stock outstanding.
RAPT THERAPEUTICS, INC.
TABLE OF CONTENTS
PART I—FINANCIAL
INFORMATION
Item 1. Financial
Statements
RAPT THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands)
(Unaudited)
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September 30,
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December 31,
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2022
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2021
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Assets
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Current assets:
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Cash and cash equivalents
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$
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27,706
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|
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$
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24,027
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Marketable securities
|
|
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167,730
|
|
|
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165,627
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Prepaid expenses and other current assets
|
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2,458
|
|
|
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3,319
|
|
Total current assets
|
|
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197,894
|
|
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192,973
|
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Property and equipment, net
|
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2,742
|
|
|
|
2,741
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Operating lease right-of-use assets
|
|
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5,782
|
|
|
|
—
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Other assets
|
|
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3,071
|
|
|
|
2,922
|
|
Total assets
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$
|
209,489
|
|
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$
|
198,636
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Liabilities and stockholders' equity
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|
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Current liabilities:
|
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|
|
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Accounts payable
|
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$
|
4,043
|
|
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$
|
1,999
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Accrued expenses
|
|
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8,240
|
|
|
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6,326
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Deferred revenue, current
|
|
|
—
|
|
|
|
1,016
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|
Operating lease liabilities, current
|
|
|
1,551
|
|
|
|
—
|
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Other current liabilities
|
|
|
33
|
|
|
|
254
|
|
Total current liabilities
|
|
|
13,867
|
|
|
|
9,595
|
|
Deferred rent, net of current portion
|
|
|
—
|
|
|
|
2,150
|
|
Deferred revenue, non-current
|
|
|
—
|
|
|
|
511
|
|
Operating lease liabilities, non-current
|
|
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6,316
|
|
|
|
—
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Total liabilities
|
|
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20,183
|
|
|
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12,256
|
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Commitments and contingencies
|
|
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|
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Stockholders' equity:
|
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|
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Preferred stock
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|
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—
|
|
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—
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Common stock
|
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3
|
|
|
|
3
|
|
Additional paid-in capital
|
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534,689
|
|
|
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470,629
|
|
Accumulated other comprehensive loss
|
|
|
(453
|
)
|
|
|
(206
|
)
|
Accumulated deficit
|
|
|
(344,933
|
)
|
|
|
(284,046
|
)
|
Total stockholders' equity
|
|
|
189,306
|
|
|
|
186,380
|
|
Total liabilities and stockholders' equity
|
|
$
|
209,489
|
|
|
$
|
198,636
|
|
See accompanying notes to condensed consolidated financial
statements.
3
RAPT THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
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|
|
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Three Months Ended
|
|
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Nine Months Ended
|
|
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September 30,
|
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|
September 30,
|
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2022
|
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2021
|
|
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2022
|
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2021
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Revenue
|
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$
|
—
|
|
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$
|
966
|
|
|
$
|
1,527
|
|
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$
|
3,057
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|
Operating expenses:
|
|
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|
|
|
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|
|
|
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Research and development
|
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16,599
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|
15,725
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|
|
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47,628
|
|
|
|
42,686
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|
General and administrative
|
|
|
5,079
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|
|
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3,774
|
|
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15,263
|
|
|
|
11,546
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Total operating expenses
|
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21,678
|
|
|
|
19,499
|
|
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|
62,891
|
|
|
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54,232
|
|
Loss from operations
|
|
|
(21,678
|
)
|
|
|
(18,533
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)
|
|
|
(61,364
|
)
|
|
|
(51,175
|
)
|
Other income (expense), net
|
|
|
443
|
|
|
|
(118
|
)
|
|
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477
|
|
|
|
(100
|
)
|
Net loss
|
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$
|
(21,235
|
)
|
|
$
|
(18,651
|
)
|
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$
|
(60,887
|
)
|
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$
|
(51,275
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation gain
|
|
|
366
|
|
|
|
173
|
|
|
|
715
|
|
|
|
281
|
|
Unrealized gain (loss) on marketable securities
|
|
|
(74
|
)
|
|
|
9
|
|
|
|
(962
|
)
|
|
|
(59
|
)
|
Total comprehensive loss
|
|
$
|
(20,943
|
)
|
|
$
|
(18,469
|
)
|
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$
|
(61,134
|
)
|
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$
|
(51,053
|
)
|
Net loss per share, basic and diluted
|
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$
|
(0.63
|
)
|
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$
|
(0.63
|
)
|
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$
|
(1.93
|
)
|
|
$
|
(1.92
|
)
|
Weighted average number of shares used in computing net loss
per share, basic and diluted
|
|
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33,684,261
|
|
|
|
29,491,857
|
|
|
|
31,481,948
|
|
|
|
26,663,209
|
|
See accompanying notes to condensed consolidated financial
statements.
4
RAPT THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(Unaudited)
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|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Equity
|
|
Balance at December 31, 2021
|
|
|
29,555,119
|
|
|
$
|
3
|
|
|
$
|
470,629
|
|
|
$
|
(206
|
)
|
|
$
|
(284,046
|
)
|
|
$
|
186,380
|
|
Issuances of common stock under employee stock plans
|
|
|
37,640
|
|
|
|
—
|
|
|
|
132
|
|
|
|
—
|
|
|
|
—
|
|
|
|
132
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,702
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,702
|
|
Foreign currency translation loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(201
|
)
|
|
|
—
|
|
|
|
(201
|
)
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(710
|
)
|
|
|
—
|
|
|
|
(710
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,468
|
)
|
|
|
(20,468
|
)
|
Balance at March 31, 2022
|
|
|
29,592,759
|
|
|
$
|
3
|
|
|
$
|
473,463
|
|
|
$
|
(1,117
|
)
|
|
$
|
(304,514
|
)
|
|
$
|
167,835
|
|
Proceeds from sale of pre-funded warrants in private placement, net
of issuance costs
|
|
|
—
|
|
|
|
—
|
|
|
|
49,784
|
|
|
|
—
|
|
|
|
—
|
|
|
|
49,784
|
|
Issuances of common stock under employee stock plans
|
|
|
56,698
|
|
|
|
—
|
|
|
|
654
|
|
|
|
—
|
|
|
|
—
|
|
|
|
654
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,672
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,672
|
|
Foreign currency translation gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
550
|
|
|
|
—
|
|
|
|
550
|
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(178
|
)
|
|
|
—
|
|
|
|
(178
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(19,184
|
)
|
|
|
(19,184
|
)
|
Balance at June 30, 2022
|
|
|
29,649,457
|
|
|
$
|
3
|
|
|
$
|
526,573
|
|
|
$
|
(745
|
)
|
|
$
|
(323,698
|
)
|
|
$
|
202,133
|
|
Issuances of common stock in “at the market” offerings, net of
issuance costs
|
|
|
209,349
|
|
|
|
—
|
|
|
|
4,979
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,979
|
|
Proceeds from issuances of common stock under employee stock
plans
|
|
|
27,356
|
|
|
|
—
|
|
|
|
272
|
|
|
|
—
|
|
|
|
—
|
|
|
|
272
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,865
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,865
|
|
Foreign currency translation gain
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
366
|
|
|
|
—
|
|
|
|
366
|
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(74
|
)
|
|
|
—
|
|
|
|
(74
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(21,235
|
)
|
|
|
(21,235
|
)
|
Balance at September 30, 2022
|
|
|
29,886,162
|
|
|
$
|
3
|
|
|
$
|
534,689
|
|
|
$
|
(453
|
)
|
|
$
|
(344,933
|
)
|
|
$
|
189,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Equity
|
|
Balance at December 31, 2020
|
|
|
24,773,361
|
|
|
$
|
2
|
|
|
$
|
319,196
|
|
|
$
|
(177
|
)
|
|
$
|
(214,842
|
)
|
|
$
|
104,179
|
|
Issuances of common stock in “at the
market” offerings, net of issuance
costs
|
|
|
57,100
|
|
|
|
—
|
|
|
|
1,180
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,180
|
|
Issuances of common stock under employee stock plans
|
|
|
31,620
|
|
|
|
—
|
|
|
|
121
|
|
|
|
—
|
|
|
|
—
|
|
|
|
121
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,687
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,687
|
|
Foreign currency translation gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
38
|
|
|
|
—
|
|
|
|
38
|
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(50
|
)
|
|
|
—
|
|
|
|
(50
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(16,514
|
)
|
|
|
(16,514
|
)
|
Balance at March 31, 2021
|
|
|
24,862,081
|
|
|
$
|
2
|
|
|
$
|
323,184
|
|
|
$
|
(189
|
)
|
|
$
|
(231,356
|
)
|
|
$
|
91,641
|
|
Issuance of common stock from public offering, net of issuance
costs
|
|
|
4,356,060
|
|
|
|
1
|
|
|
|
134,581
|
|
|
|
—
|
|
|
|
—
|
|
|
|
134,582
|
|
Issuances of common stock in “at the market” offerings, net of
issuance costs
|
|
|
157,871
|
|
|
|
|
|
|
3,510
|
|
|
|
|
|
|
|
|
|
3,510
|
|
Issuances of common stock under employee stock plans
|
|
|
99,909
|
|
|
|
—
|
|
|
|
1,016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,016
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,888
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,888
|
|
Foreign currency translation gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
70
|
|
|
|
—
|
|
|
|
70
|
|
Unrealized loss on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(18
|
)
|
|
|
—
|
|
|
|
(18
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(16,110
|
)
|
|
|
(16,110
|
)
|
Balance at June 30, 2021
|
|
|
29,475,921
|
|
|
$
|
3
|
|
|
$
|
465,179
|
|
|
$
|
(137
|
)
|
|
$
|
(247,466
|
)
|
|
$
|
217,579
|
|
Issuances of common stock under employee stock plans
|
|
|
37,833
|
|
|
|
—
|
|
|
|
472
|
|
|
|
—
|
|
|
|
—
|
|
|
|
472
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,291
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,291
|
|
Foreign currency translation gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
173
|
|
|
|
—
|
|
|
|
173
|
|
Unrealized gain on marketable securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9
|
|
|
|
—
|
|
|
|
9
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(18,651
|
)
|
|
|
(18,651
|
)
|
Balance at September 30, 2021
|
|
|
29,513,754
|
|
|
$
|
3
|
|
|
$
|
467,942
|
|
|
$
|
45
|
|
|
$
|
(266,117
|
)
|
|
$
|
201,873
|
|
See accompanying notes to condensed consolidated financial
statements.
5
RAPT THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
Operating activities
|
|
|
|
|
|
|
Net loss
|
|
$
|
(60,887
|
)
|
|
$
|
(51,275
|
)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
Amortization of premium on marketable securities
|
|
|
359
|
|
|
|
840
|
|
Depreciation and amortization
|
|
|
795
|
|
|
|
765
|
|
Stock-based compensation expense
|
|
|
8,239
|
|
|
|
7,866
|
|
Gain on foreign currency translation
|
|
|
715
|
|
|
|
281
|
|
Non-cash operating lease expense
|
|
|
1,282
|
|
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
712
|
|
|
|
379
|
|
Accounts payable, accrued expenses and other current
liabilities
|
|
|
3,973
|
|
|
|
3,551
|
|
Deferred revenue
|
|
|
(1,527
|
)
|
|
|
(2,676
|
)
|
Deferred rent
|
|
|
—
|
|
|
|
(76
|
)
|
Operating lease liabilities
|
|
|
(1,583
|
)
|
|
|
—
|
|
Net cash used in operating activities
|
|
|
(47,922
|
)
|
|
|
(40,345
|
)
|
Investing activities
|
|
|
|
|
|
|
Purchase of marketable securities
|
|
|
(112,718
|
)
|
|
|
(148,050
|
)
|
Proceeds from maturities of marketable securities
|
|
|
109,294
|
|
|
|
82,956
|
|
Purchase of property and equipment
|
|
|
(796
|
)
|
|
|
(361
|
)
|
Net cash used in investing activities
|
|
|
(4,220
|
)
|
|
|
(65,455
|
)
|
Financing activities
|
|
|
|
|
|
|
Proceeds from equity offerings, net of issuance costs
|
|
|
49,784
|
|
|
|
134,582
|
|
Proceeds from issuances of common stock in “at the market”
offerings, net of issuance costs
|
|
|
4,979
|
|
|
|
4,690
|
|
Proceeds from issuance of common stock under employee stock
plans
|
|
|
1,058
|
|
|
|
1,609
|
|
Net cash provided by financing activities
|
|
|
55,821
|
|
|
|
140,881
|
|
Net increase in cash and cash equivalents
|
|
|
3,679
|
|
|
|
35,081
|
|
Cash and cash equivalents at beginning of period
|
|
|
24,027
|
|
|
|
24,918
|
|
Cash and cash equivalents at end of period
|
|
$
|
27,706
|
|
|
$
|
59,999
|
|
Supplemental disclosures of non-cash information
|
|
|
|
|
|
|
Right-of-use asset obtained in exchange for lease
obligation
|
|
$
|
(6,585
|
)
|
|
$
|
—
|
|
Issuance costs related to public offering included in accrued
expenses
|
|
$
|
—
|
|
|
$
|
370
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
6
RAPT THERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. Organization
Description of the Business
RAPT Therapeutics, Inc. (“RAPT” or the “Company”) is a
clinical-stage, immunology-based biopharmaceutical company focused
on discovering, developing and commercializing oral small molecule
therapies for patients with significant unmet needs in inflammatory
diseases and oncology. Utilizing its proprietary drug discovery and
development engine, the Company develops highly selective small
molecules that are designed to modulate the critical immune
responses underlying these diseases.
The Company is located in South San Francisco,
California.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”) for interim financial
information and pursuant to Article 10 of Regulation S‑X of the
Securities Act of 1933, as amended (the “Securities Act”).
Accordingly, they do not include all of the information and notes
required by U.S. GAAP for complete financial statements. These
unaudited condensed consolidated financial statements include only
normal and recurring adjustments that the Company believes are
necessary to fairly state the Company’s financial position and the
results of its operations and cash flows. Interim-period results
are not necessarily indicative of results of operations or cash
flows for a full year or any subsequent interim period. The
condensed consolidated balance sheet at December 31, 2021 has been
derived from the audited financial statements at that date but does
not include all disclosures required by U.S. GAAP for complete
financial statements. Because all of the disclosures required by
U.S. GAAP for complete financial statements are not included
herein, these unaudited condensed consolidated financial statements
and the notes accompanying them should be read in conjunction with
the Company’s audited consolidated financial statements included in
its Annual Report on Form 10-K for the year ended December 31, 2021
filed on March 10, 2022 with the SEC.
The accompanying consolidated financial statements have been
prepared in accordance with U.S. GAAP and include the consolidated
accounts of the Company and its wholly-owned subsidiary, RAPT
Therapeutics Australia Pty Ltd. All intercompany balances and
transactions have been eliminated in consolidation.
Revenue
License and collaborative agreement revenue consists of license,
milestone and royalty payments generated through agreements with
strategic partners for the development and commercialization of
certain product candidates. The terms of an agreement may include a
non-refundable upfront fee, payments based upon achievement of
milestones and royalties on net product sales. If a portion of the
nonrefundable upfront fee or other payments received is allocated
to continuing performance obligations under the terms of an
agreement, such portion is recorded as deferred revenue and
recognized as revenue when or as the underlying performance
obligation is satisfied.
The Company recognizes revenue when it transfers promised goods or
services to customers or counterparties in an amount that reflects
the consideration to which the Company expects to be entitled in
exchange for those goods or services. In determining the
appropriate amount of revenue to be recognized, the Company
performs the following steps: (i) identification of the promised
goods or services in the agreement; (ii) determination of whether
the promised goods or services are performance obligations,
including whether they are distinct in the context of the
agreement; (iii) measurement of the transaction price, including
any constraint on variable consideration; (iv) allocation of the
transaction price to performance obligations based on estimated
selling prices; and (v) recognition of revenue when or as the
Company satisfies each performance obligation.
Licenses: If a license to the Company’s intellectual property is
determined to be distinct from the other performance obligations
identified in an agreement, the Company will recognize revenue from
the nonrefundable, upfront fee allocated to the license when the
license is transferred to the licensee and the licensee is able to
use and benefit from the license. If a license is bundled with
other performance obligations, the Company utilizes judgment to
assess the nature of the combined performance obligations to
determine whether the combined performance obligations are
satisfied over time or at a point in time and, if over time, the
appropriate method of measuring progress for purposes of
recognizing revenue. The Company evaluates the measure of progress
each reporting period and, if necessary, adjusts the measure of
performance and related revenue recognition.
7
Milestone payments: If an agreement includes event-based or
milestone payments, the Company evaluates whether the events or
milestones are considered likely to be achieved and estimates the
amount to be included in the transaction price using the most
likely amount method. If it is unlikely that a significant revenue
reversal would occur, the value of the associated event-based or
milestone payments is included in the transaction price.
Event-based or milestone payments that are not within the control
of the Company are not included in the transaction price until they
become likely to be achieved.
Royalties: If an agreement includes sales-based royalties and the
license is deemed to be the predominant item to which the royalties
relate, the Company will recognize revenue at the later of (i) when
the related sales occur or (ii) when the performance obligation to
which some or all of the royalty has been allocated has been
satisfied or partially satisfied.
Stock-Based Compensation
The Company measures stock-based compensation expense for all
employee and non-employee stock-based awards based on their grant
date fair value using the Black-Scholes option-pricing model.
Subsequent to the adoption of ASU 2018-07,
Stock Compensation (Topic 718): Improvements to Nonemployee
Share-Based Payment Accounting,
stock-based compensation expense for non-employee stock-based
awards is also measured based on the grant date fair value with the
estimated fair value expensed over the period for which the
non-employee is required to provide service in exchange for the
award. For stock-based awards with service conditions only,
stock-based compensation expense is recognized over the requisite
service period using the straight-line method. For awards with
performance conditions, the Company evaluates the probability of
achieving performance conditions at each reporting date. The
Company recognizes stock-based compensation expense using an
accelerated attribution method when it is deemed probable that the
performance condition will be met. Forfeitures are recognized as
they occur.
The fair value of restricted stock awards granted after the
Company’s initial public offering (“IPO”) is determined based on
the stock price on the date of grant. The estimated fair value is
amortized as compensation expense over the service period of the
award.
Stock-based compensation expense related to the Company’s employee
stock purchase plan is recognized based on the fair value of each
award estimated on the first day of the offering period using the
Black‑Scholes option-pricing model and recorded as expense over the
service period using the straight‑line method.
Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by
the weighted average number of common shares outstanding during the
period, without consideration of potential dilutive securities.
Diluted net loss per share is computed by dividing the net loss by
the sum of the weighted average number of common shares outstanding
during the period plus the number of potential dilutive securities
outstanding during the period calculated in accordance with the
treasury stock method. Diluted net loss per share is the same as
basic net loss per share for all periods presented since the effect
of including potential dilutive securities is
anti-dilutive.
Marketable Securities
Marketable securities primarily consist of commercial paper,
corporate bonds and U.S. government agency securities. The Company
has classified its marketable securities as available-for-sale and
may sell these securities prior to their stated maturities. The
Company views these marketable securities as available to support
current operations and classifies marketable securities with
maturities beyond 12 months as current assets. The Company’s
marketable securities are carried at estimated fair value, which is
derived from independent pricing sources based on quoted prices in
active markets for similar securities. Unrealized gains and losses
are reported as a component of accumulated other comprehensive
income (loss). The amortized cost of marketable securities is
adjusted for amortization of premiums and accretion of discounts to
maturity, which is included in other income, net on the condensed
consolidated statements of operations.
Leases
At inception of a contract, the Company determines whether an
arrangement is or contains a lease. For all leases, the Company
determines the classification as either operating leases or
financing leases. Operating leases are included in operating lease
right-of-use (“ROU”) assets and operating lease liabilities in the
Company’s Condensed Consolidated Balance Sheets.
8
Lease recognition occurs at the commencement date and lease
liability amounts are based on the present value of lease payments
over the lease term. The lease term may include options to extend
or terminate the lease when it is reasonably certain that the
Company will exercise that option. The Company uses an implicit
rate when readily available, or its incremental borrowing rate
based on the information available at lease commencement date, in
determining the present value of lease payments. ROU assets
represent our right to use underlying assets for the lease term and
operating lease liabilities represent our obligation to make lease
payments under the lease. ROU assets also include any lease
payments made prior to the commencement date and exclude lease
incentives received. Operating lease expense is recognized on a
straight-line basis over the lease term. Lease agreements with both
lease and nonlease components are generally accounted for together
as a single lease component.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the
Financial Accounting Standards Board (the “FASB”) or other standard
setting bodies and adopted by the Company as of the specified
effective date. Unless otherwise discussed, the impact of recently
issued standards that are not yet effective will not have a
material impact on the Company’s condensed consolidated financial
statements upon adoption. Under the Jumpstart Our Business Startups
Act of 2012, as amended (the “JOBS Act”), the Company meets the
definition of an emerging growth company and has elected the
extended transition period for complying with new or revised
accounting standards pursuant to Section 107(b) of the JOBS
Act.
In June 2016, the FASB issued Accounting Standard Update (“ASU”)
No. 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments.
ASU 2016-13 amended the guidance on reporting credit losses for
assets held at amortized cost basis and available-for-sale debt
securities. For available-for-sale debt securities, credit losses
will be presented as an allowance rather than as a write-down. In
April 2019, the FASB issued ASU No. 2019-04,
Codification Improvements to Topic 326, Financial
Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and
Topic 825, Financial Instruments,
to increase awareness of the amendments and to expedite
improvements to Topic 326.
In May 2019, the FASB issued ASU No. 2019-05,
Financial Instruments—Credit Losses, Topic 326,
which provided companies an option to irrevocably elect the fair
value option for certain financial assets previously measured at
amortized cost basis. These ASUs do not change the core principle
of the guidance in ASU 2016-13; instead, these amendments are
intended to clarify and improve operability of certain topics. In
November 2019, the FASB issued ASU No. 2019-10,
Financial Instruments—Credit Losses (Topic 326), Derivatives and
Hedging (Topic 815), and Leases (Topic 842): Effective Dates
and ASU No. 2019-11,
Codification Improvements to Topic 326, Financial
Instruments—Credit Losses,
which defer the effective date of the new credit loss standard. ASU
2016-13 and its related amendments are effective for the Company’s
fiscal year beginning after December 15, 2022 and early adoption is
permitted. The Company is currently assessing when it will adopt
ASU 2016-13 and the impact that adoption will have on its condensed
consolidated financial statements and related
disclosures.
3. Fair Value Measurements
Fair value accounting is applied for all financial assets and
liabilities that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Financial instruments
such as cash and cash equivalents, accounts payable and accrued
liabilities approximate fair value due to their relatively short
maturities.
Assets and liabilities recorded at fair value on a recurring basis
in the balance sheet are categorized based on the level of judgment
associated with the inputs used to measure their fair values. Fair
value is defined as the exchange price that would be received for
an asset or an exit price that would be paid to transfer a
liability in the principal or most advantageous market for the
asset or liability in an orderly transaction between market
participants on the measurement date. The authoritative guidance on
fair value measurements establishes a three-tier fair value
hierarchy for disclosure of fair value measurements as
follows:
Level 1—Inputs are unadjusted, quoted prices in active markets for
identical assets or liabilities at the measurement date;
Level 2—Inputs are observable, unadjusted quoted prices in active
markets for similar assets or liabilities, unadjusted quoted prices
for identical or similar assets or liabilities in markets that are
not active or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the related assets or liabilities; and
Level 3—Unobservable inputs that are significant to the measurement
of the fair value of the assets or liabilities that are supported
by little or no market data.
9
To date, the Company has not recorded any impairment charges on
marketable securities due to other-than-temporary declines in
market value. In determining whether a decline is other than
temporary, the Company considers various factors, including the
length of time and extent to which the market value has been less
than amortized cost, the financial condition and near-term
prospects of the issuer and the Company’s intent and ability to
retain its investment in the issuer for a period of time sufficient
to allow for any anticipated recovery in market value.
The Company estimates the fair values of investments in corporate
debt securities, commercial paper and U.S. government agency
securities using valuations obtained from third-party pricing
services. The pricing services utilize industry standard valuation
models, including both income and market-based approaches, for
which all significant inputs are observable, either directly or
indirectly, to estimate fair value. These inputs include reported
trades of and broker/dealer quotes on the same or similar
securities, issuer credit spreads, benchmark securities,
prepayment/default projections based on historical data and other
observable inputs.
Cash equivalents and marketable securities, all of which are
classified as available-for-sale securities and measured at fair
value on a recurring basis, consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2022
|
|
|
|
Fair Value
Hierarchy
Level
|
|
Amortized
Cost
|
|
|
Unrealized
Gains
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
Level 1
|
|
$
|
26,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,567
|
|
Corporate debt
|
|
Level 2
|
|
|
56,708
|
|
|
|
—
|
|
|
|
(618
|
)
|
|
|
56,090
|
|
Commercial paper
|
|
Level 2
|
|
|
58,513
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58,513
|
|
U.S. government agency securities
|
|
Level 2
|
|
|
53,706
|
|
|
|
5
|
|
|
|
(584
|
)
|
|
|
53,127
|
|
Subtotal
|
|
|
|
|
195,494
|
|
|
|
5
|
|
|
|
(1,202
|
)
|
|
|
194,297
|
|
Less: Cash equivalents
|
|
|
|
|
(26,567
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,567
|
)
|
Marketable securities
|
|
|
|
$
|
168,927
|
|
|
$
|
5
|
|
|
$
|
(1,202
|
)
|
|
$
|
167,730
|
|