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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 June 30, 2024

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: 001-41989

 

BOUNDLESS BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

83-0751369

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

9880 Campus Point Drive, Suite 120

San Diego, CA 92121

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 766-9912

 

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

 

BOLD

 

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, 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 July 31, 2024, the registrant had 22,254,537 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

1

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

Condensed Balance Sheets

1

 

Condensed Statements of Operations and Comprehensive Loss

2

 

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity / (Deficit)

3

 

Condensed Statements of Cash Flows

4

 

Notes to Condensed Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

 

 

 

PART II.

OTHER INFORMATION

25

 

 

 

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

27

Signatures

28

 

 

i


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Boundless Bio, Inc.

Condensed Balance Sheets

(in thousands, except share and par value data)

 

 

June 30,
2024

 

 

December 31,
2023

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,363

 

 

$

23,706

 

Short-term investments

 

 

147,927

 

 

 

97,046

 

Prepaid expenses and other current assets

 

 

3,842

 

 

 

3,452

 

Total current assets

 

 

183,132

 

 

 

124,204

 

Property and equipment, net

 

 

3,739

 

 

 

2,573

 

Right-of-use asset, net

 

 

754

 

 

 

2,002

 

Restricted cash

 

 

560

 

 

 

560

 

Other assets

 

 

18

 

 

 

555

 

Total assets

 

$

188,203

 

 

$

129,894

 

Liabilities, convertible preferred stock, and stockholders’ equity / (deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

6,066

 

 

$

4,266

 

Accrued compensation

 

 

2,054

 

 

 

2,898

 

Lease liabilities, current portion

 

 

837

 

 

 

2,195

 

Total current liabilities

 

 

8,957

 

 

 

9,359

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Convertible preferred stock, $0.0001 par value; no shares authorized, issued, or
   outstanding as of June 30, 2024;
287,446,844 shares authorized, issued, and
   outstanding as of December 31, 2023; liquidation preference of $
252.1 million
   as of December 31, 2023

 

 

 

 

 

247,617

 

Stockholders’ equity / (deficit):

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 70,000,000 shares
  authorized and
no shares issued and outstanding as of June 30, 2024;
  
no shares authorized and no shares issued and outstanding as of
  December 31, 2023

 

 

 

 

 

 

Common stock, $0.0001 par value; 700,000,000 shares authorized,
   
22,254,537 shares issued, and 22,254,102 shares outstanding as of
   June 30, 2024;
402,600,000 shares authorized, 1,248,493 shares issued, and
   
1,247,012 shares outstanding as of December 31, 2023

 

 

2

 

 

 

 

Additional paid-in-capital

 

 

347,823

 

 

 

8,987

 

Accumulated other comprehensive income / (loss)

 

 

(64

)

 

 

40

 

Accumulated deficit

 

 

(168,515

)

 

 

(136,109

)

Total stockholders’ equity / (deficit)

 

 

179,246

 

 

 

(127,082

)

Total liabilities, convertible preferred stock, and stockholders’ equity / (deficit)

 

$

188,203

 

 

$

129,894

 

 

The accompanying notes are an integral part of these condensed financial statements.

1


 

Boundless Bio, Inc.

Condensed Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

14,735

 

 

$

11,075

 

 

$

27,864

 

 

$

20,577

 

General and administrative

 

 

4,656

 

 

 

2,885

 

 

 

8,410

 

 

 

5,470

 

Total operating expenses

 

 

19,391

 

 

 

13,960

 

 

 

36,274

 

 

 

26,047

 

Loss from operations

 

 

(19,391

)

 

 

(13,960

)

 

 

(36,274

)

 

 

(26,047

)

Other income, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,382

 

 

 

1,551

 

 

 

3,803

 

 

 

1,914

 

Other income, net

 

 

33

 

 

 

11

 

 

 

65

 

 

 

16

 

Total other income, net

 

 

2,415

 

 

 

1,562

 

 

 

3,868

 

 

 

1,930

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(32,406

)

 

$

(24,117

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(32,406

)

 

$

(24,117

)

Unrealized gain/(loss) on short-term investments

 

 

(43

)

 

 

(20

)

 

 

(104

)

 

 

258

 

Comprehensive loss

 

$

(17,019

)

 

$

(12,418

)

 

$

(32,510

)

 

$

(23,859

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(0.77

)

 

$

(10.28

)

 

$

(2.78

)

 

$

(20.18

)

Shares used in calculation

 

 

22,023

 

 

 

1,206

 

 

 

11,641

 

 

 

1,195

 

 

The accompanying notes are an integral part of these condensed financial statements.

2


 

Boundless Bio, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity / (Deficit)

(unaudited)

(in thousands, except share data)

 

 

Convertible Preferred Stock

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Additional
paid-in-capital

 

 

Accumulated
other comprehensive
income/ (loss)

 

 

Accumulated
deficit

 

 

Total stockholders' equity / (deficit)

 

Balance at December 31, 2023

 

 

287,446,844

 

 

$

247,617

 

 

 

 

1,247,012

 

 

$

 

 

$

8,987

 

 

$

40

 

 

$

(136,109

)

 

$

(127,082

)

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

522

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

15,104

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

59

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,328

 

 

 

 

 

 

 

 

 

1,328

 

Unrealized loss on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61

)

 

 

 

 

 

(61

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,430

)

 

 

(15,430

)

Balance at March 31, 2024

 

 

287,446,844

 

 

$

247,617

 

 

 

 

1,262,638

 

 

$

 

 

$

10,376

 

 

$

(21

)

 

$

(151,539

)

 

$

(141,184

)

Issuance of common stock in initial public offering, net of $12,305 in discounts and offering costs

 

 

 

 

 

 

 

 

 

6,250,000

 

 

 

1

 

 

 

87,694

 

 

 

 

 

 

 

 

 

87,695

 

Conversion of convertible preferred stock into common stock upon initial public offering

 

 

(287,446,844

)

 

 

(247,617

)

 

 

 

14,740,840

 

 

 

1

 

 

 

247,616

 

 

 

 

 

 

 

 

 

247,617

 

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

524

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,135

 

 

 

 

 

 

 

 

 

2,135

 

Unrealized loss on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43

)

 

 

 

 

 

(43

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,976

)

 

 

(16,976

)

Balance at June 30, 2024

 

 

 

 

$

 

 

 

 

22,254,102

 

 

$

2

 

 

$

347,823

 

 

$

(64

)

 

$

(168,515

)

 

$

179,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

144,589,706

 

 

$

147,946

 

 

 

 

1,167,240

 

 

$

 

 

$

5,377

 

 

$

(398

)

 

$

(86,675

)

 

 

(81,696

)

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

17,505

 

 

 

 

 

 

52

 

 

 

 

 

 

 

 

 

52

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

9,195

 

 

 

 

 

 

31

 

 

 

 

 

 

 

 

 

31

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

615

 

 

 

 

 

 

 

 

 

615

 

Unrealized gain on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

278

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,719

)

 

 

(11,719

)

Balance at March 31, 2023

 

 

144,589,706

 

 

$

147,946

 

 

 

 

1,193,940

 

 

$

 

 

$

6,075

 

 

$

(120

)

 

$

(98,394

)

 

$

(92,439

)

Issuance of Series C convertible preferred stock, net of $329 in issuance costs

 

 

142,857,138

 

 

 

99,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

12,164

 

 

 

 

 

 

36

 

 

 

 

 

 

 

 

 

36

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

7,209

 

 

 

 

 

 

26

 

 

 

 

 

 

 

 

 

26

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

927

 

 

 

 

 

 

 

 

 

927

 

Unrealized loss on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20

)

 

 

 

 

 

(20

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,398

)

 

 

(12,398

)

Balance as of June 30, 2023

 

 

287,446,844

 

 

$

247,617

 

 

 

 

1,213,313

 

 

$

 

 

$

7,064

 

 

$

(140

)

 

$

(110,792

)

 

$

(103,868

)

 

The accompanying notes are an integral part of these condensed financial statements.

3


 

Boundless Bio, Inc.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)

 

 

Six Months Ended
June 30,

 

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(32,406

)

 

$

(24,117

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Stock-based compensation

 

 

3,463

 

 

 

1,542

 

Depreciation

 

 

528

 

 

 

475

 

Accretion of investments, net

 

 

(2,676

)

 

 

(813

)

Non-cash lease expense

 

 

1,249

 

 

 

1,071

 

Other

 

 

 

 

 

25

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

(1,849

)

 

 

(348

)

Accounts payable and accrued liabilities

 

 

1,037

 

 

 

259

 

Operating lease liabilities

 

 

(1,358

)

 

 

(1,074

)

Net cash used in operating activities

 

 

(32,012

)

 

 

(22,980

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of investments

 

 

(124,652

)

 

 

(97,387

)

Maturities of investments

 

 

76,185

 

 

 

51,246

 

Purchases of property and equipment

 

 

(1,587

)

 

 

(214

)

Net cash used in investing activities

 

 

(50,054

)

 

 

(46,355

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from the issuance of common stock from initial public offering, net of discounts

 

 

93,000

 

 

 

 

Payments of common stock offering costs

 

 

(3,336

)

 

 

 

Proceeds from the issuance of convertible preferred stock

 

 

 

 

 

100,000

 

Convertible preferred stock issuance costs

 

 

 

 

 

(329

)

Proceeds from the exercise of stock options

 

 

59

 

 

 

57

 

Net cash provided by financing activities

 

 

89,723

 

 

 

99,728

 

Net increase in cash and cash equivalents

 

 

7,657

 

 

 

30,393

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

24,266

 

 

 

11,484

 

Cash, cash equivalents, and restricted cash at end of period

 

$

31,923

 

 

$

41,877

 

Components of cash, cash equivalents, and restricted cash

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,363

 

 

$

41,317

 

Restricted cash

 

 

560

 

 

 

560

 

Cash, cash equivalents, and restricted cash at end of period

 

$

31,923

 

 

$

41,877

 

Non-cash investing and financing activities

 

 

 

 

 

 

Change in unpaid common stock issuance costs

 

$

(183

)

 

$

 

Addition to ROU assets

 

$

 

 

$

282

 

Increase to ROU assets due to remeasurement of lease obligation

 

$

 

 

$

1,125

 

Vesting of early exercised stock options

 

$

4

 

 

$

88

 

Unpaid property and equipment purchases

 

$

107

 

 

$

100

 

 

The accompanying notes are an integral part of these condensed financial statements.

4


 

Boundless Bio, Inc.

Notes to Condensed Financial Statements

1.
Organization and Basis of Presentation

Description of Business

Boundless Bio, Inc. (the Company) is a clinical-stage precision oncology company dedicated to unlocking a new paradigm in cancer therapeutics to address the significant unmet need in patients with oncogene amplified tumors by targeting extrachromosomal DNA (ecDNA). The Company is focused on designing and developing small molecule drugs called ecDNA directed therapeutic candidates (ecDTx). The Company was incorporated in the state of Delaware on April 10, 2018 and is headquartered in San Diego, California.

Initial Public Offering

On April 2, 2024, the Company completed its initial public offering (IPO), pursuant to which it sold 6,250,000 shares of its common stock at a public offering price of $16.00 per share, resulting in net proceeds of approximately $87.7 million, after deducting underwriting discounts, commissions, and other offering expenses. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

In connection with the closing of its IPO, on April 2, 2024, the Company’s certificate of incorporation was amended and restated to authorize 700,000,000 shares of common stock, par value $0.0001 per share and 70,000,000 shares of undesignated preferred stock, par value of $0.0001 per share.

Reverse Stock Split

On March 19, 2024, the Company effected a one-for-19.5 reverse stock split of its issued and outstanding shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the conversion ratios for each series of the Company’s convertible preferred stock. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split.

Liquidity

Since the Company commenced operations in 2018, it has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, building its proprietary Spyglass platform, discovering its ecDTx, developing its ecDNA diagnostic candidate, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its ecDTx and related raw materials, and providing other general and administrative support for these operations.

Since inception, the Company has incurred significant operating losses and negative cash flows from its operations and expects that it will continue to do so into the foreseeable future as it continues its development of, seeks regulatory approval for, and potentially commercializes any of its ecDTx and seeks to discover and develop additional ecDTx, utilizes third parties to manufacture its ecDTx and related raw materials, seeks to develop its ecDNA diagnostic candidate, hires additional personnel, and expands and protects its intellectual property. If the Company obtains regulatory approval for any of its ecDTx, it expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. As of June 30, 2024, the Company had an accumulated deficit of $168.5 million and cash, cash equivalents, and short-term investments of $179.3 million. The Company believes that its existing cash, cash equivalents, and short-term investments will be sufficient to fund its operations for at least 12 months from the issuance date of these condensed financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB).

5


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

2.
Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed balance sheet as of June 30, 2024, the condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023, the condensed statements of convertible preferred stock and stockholders’ equity / (deficit) for the three and six months ended June 30, 2024 and 2023, and the condensed statements of cash flows for the six months ended June 30, 2024 and 2023 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three and six months ended June 30, 2024 and 2023 are also unaudited. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.

The condensed balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus (the Prospectus) dated March 27, 2024 related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on March 28, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

On an ongoing basis, management evaluates its estimates, primarily related to stock-based compensation, the fair value of its investments and common stock, and accrued research and development costs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s estimates relating to the valuation of stock options require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts.

The balance reflected in these financial statements as restricted cash represents a deposit account pledged as collateral to secure a standby letter of credit required as a security deposit on one of the Company’s leased facilities. The Company has classified the restricted cash as a noncurrent asset on its balance sheets as of June 30, 2024 and December 31, 2023.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to the concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions which exceeded federally insured limits by $2.9 million as of June 30, 2024. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes its exposure to concentration of credit risk.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset

6


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Cash, cash equivalents, and short-term investments are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Deferred Offering Costs and Common Stock Issuance Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of June 30, 2024 and December 31, 2023, there were $0 and $2.2 million of deferred offering costs, respectively. At the closing of the IPO, the amounts recorded in deferred offering costs were reclassified to additional paid-in capital within stockholders' equity.

Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.

Convertible Preferred Stock

The Company’s convertible preferred stock is classified as temporary equity in the accompanying balance sheets and excluded from stockholders’ equity / (deficit) as the potential redemption of such stock is outside the Company’s control and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock is not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company. Costs incurred in connection with the issuance of convertible preferred stock are recorded as a reduction of gross proceeds from issuance. The Company does not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2023. Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

Net Loss Per Share

Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive securities, which include its convertible preferred stock, options to purchase common stock, and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

Recently Adopted Accounting Pronouncements

As of June 30, 2024, several new accounting pronouncements had been issued by the Financial Accounting Standards Board with future adoption dates. All applicable accounting pronouncements will be adopted by the Company by the date required. Management is

7


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

reviewing the impact of adoption of all pending accounting pronouncements but is not yet in a position to determine the impact on the Company’s financial statements and the notes thereto.

3.
Fair Value Measurements

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

 

 

 

 

 

Fair Value Measurements Using

 

As of June 30, 2024 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

28,130

 

 

$

28,130

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

139,126

 

 

 

 

 

 

139,126

 

 

 

 

Corporate debt securities (2)

 

 

8,801

 

 

 

 

 

 

8,801

 

 

 

 

Total fair value of assets

 

$

176,057

 

 

$

28,130

 

 

$

147,927

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

 

 

 

 

 

Fair Value Measurements Using

 

As of December 31, 2023 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

21,737

 

 

$

21,737

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

92,143

 

 

 

 

 

 

92,143

 

 

 

 

Corporate debt securities (2)

 

 

4,903

 

 

 

 

 

 

4,903

 

 

 

 

Total fair value of assets

 

$

118,783

 

 

$

21,737

 

 

$

97,046

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. The Company’s investments consist of available-for-sale securities and are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data.

There were no transfers of assets between fair value levels for all periods presented.

4.
Investments

The following tables summarize investments accounted for as available-for-sale securities (in thousands):

 

 

As of June 30, 2024

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

28,130

 

 

$

 

 

$

 

 

$

28,130

 

U.S. government obligations

 

 

139,179

 

 

 

 

 

 

(53

)

 

 

139,126

 

Corporate debt securities

 

 

8,812

 

 

 

 

 

 

(11

)

 

 

8,801

 

Total cash equivalents and investments

 

$

176,121

 

 

$

 

 

$

(64

)

 

$

176,057

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

28,130

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

147,927

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

176,057

 

 

8


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

 

 

As of December 31, 2023

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

21,737

 

 

$

 

 

$

 

 

$

21,737

 

U.S. government obligations

 

 

92,106

 

 

 

58

 

 

 

(21

)

 

 

92,143

 

Corporate debt securities

 

 

4,900

 

 

 

5

 

 

 

(2

)

 

 

4,903

 

Total cash equivalents and investments

 

$

118,743

 

 

$

63

 

 

$

(23

)

 

$

118,783

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

21,737

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

97,046

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

118,783

 

 

On June 30, 2024 and December 31, 2023, the remaining contractual maturities of all the Company’s available-for-sale investments were less than 12 months. As of June 30, 2024 and December 31, 2023, the Company has not established an allowance for credit losses for any of its available-for-sale securities.

As of June 30, 2024, there were 39 available-for-sale securities, with an estimated fair value of $145.5 million in gross unrealized loss positions. As of December 31, 2023, there were 24 available-for-sale securities, with an estimated fair value of $40.3 million in gross unrealized loss positions. Based on its review of these investments, the Company believes that the unrealized losses reflect the impact of the rising interest rate environment and were not other-than-temporary in nature.

5.
Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Lab equipment

 

$

4,334

 

 

$

4,264

 

Computers and software

 

 

839

 

 

 

833

 

Leasehold improvements

 

 

1,664

 

 

 

46

 

Furniture and fixtures

 

 

157

 

 

 

157

 

 

 

6,994

 

 

 

5,300

 

Less accumulated depreciation and amortization

 

 

3,255

 

 

 

2,727

 

 

$

3,739

 

 

$

2,573

 

 

Depreciation and amortization expense related to property and equipment was $0.3 million and $0.5 million for the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2023, respectively.

6.
Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Accounts payable

 

$

1,686

 

 

$

2,222

 

Accrued research and development costs

 

 

3,441

 

 

 

1,575

 

Other accrued liabilities

 

 

939

 

 

 

469

 

Total accounts payable and accrued liabilities

 

$

6,066

 

 

$

4,266

 

 

9


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

7.
Lease Agreements

2022 Lease

In March 2021, as amended in November 2021, the Company entered into a non-cancelable operating lease for a facility in San Diego, California (the 2022 Lease). The 2022 Lease had an initial term that ended in May 2024, although this was subsequently amended such that this lease now ends on that date occurring 14 days after the lease commencement date for the 2024 Lease (see below). The 2022 Lease provides for the rental of lab and office space, contains rent escalation provisions, and requires the Company to pay a portion of the operating costs related to the underlying multitenant facility. Rental payments under the 2022 Lease commenced in mid-January 2022. Based on information obtained from its landlord, the Company has recorded a right-of-use (ROU) asset and an associated lease obligation for the lab and office space leased under the 2022 Lease. The net ROU asset of $0.8 million and associated lease obligation of $0.8 million are reflected in the Company’s balance sheet as of June 30, 2024 and are estimates that will change should there be a change in the anticipated occupancy date of the property and associated campus underlying the 2024 Lease. The Company’s estimated incremental borrowing rate of approximately 8.0% was used in its present value calculation as the 2022 Lease does not have a stated rate and the implicit rate was not readily determinable.

As of June 30, 2024, future minimum lease payments under the 2022 Lease are expected to total $0.8 million, including imputed interest of approximately $7,000. All future payments under the 2022 Lease are expected to occur in 2024.

2024 Lease

In December 2021, the Company entered into a non-cancelable facility lease for approximately 80,000 square feet of lab and office space in La Jolla, California (the 2024 Lease). The facility to be occupied by the Company under the 2024 Lease will be built to the Company’s specifications; the 2024 Lease agreement includes tenant improvement allowances totaling $22.0 million, repayment of which is included in the future minimum lease payments called for under the agreement.

As of June 30, 2024, although construction of the property underlying the 2024 Lease is underway, the commencement date of the 2024 Lease has not yet been determined. At completion of construction, the Company will occupy the facility for a 120-month term, with payments under the lease commencing after a six-month rent abatement period and continuing through the conclusion of the term. As of June 30, 2024, the landlord has advised the Company that this property will be available for occupancy in October 2024. This date is an estimate, which is subject to change based on the delivery of the property and its associated campus. The 2024 Lease includes base lease payments aggregating $71.9 million, as well as additional charges for common area maintenance and property taxes. The Company has the right to extend the term of the 2024 Lease for an additional 60 months.

Additionally, as a security deposit under this agreement, the Company is required to maintain a standby letter-of-credit in the amount of $0.5 million, which must remain in place until November 2034.

Operating Leases

The Company has made upfront payments under its lease agreements totaling $0.8 million, $0.5 million of which is included in other long-term assets on the balance sheet as of June 30, 2024 and December 31, 2023.

 

The Company paid $1.4 million in cash for operating leases, included in the operating activities section of the condensed statements of cash flows, for each of the six-month periods ended June 30, 2024, and 2023.

8.
Commitments and Contingencies

Contracts

The Company enters into contracts in the normal course of business with various third parties for preclinical research studies, clinical trials, testing, manufacturing, and other services. These contracts generally provide for termination upon notice and are cancellable without significant penalty or payment and do not contain any minimum purchase commitments.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into

10


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

indemnification agreements with officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs because of these indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2024 and December 31, 2023.

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding for which any liabilities have been accrued. The Company was not a defendant in any lawsuit for the six months ended June 30, 2024 and the year ended December 31, 2023.

9.
Convertible Preferred Stock

Series A, B, and C Convertible Preferred Stock

The Company issued its convertible preferred stock in a series of transactions as follows:

In August 2018, 7,142,857 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $4.9 million;
In June 2019, an additional 26,046,438 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $18.1 million;
In July 2020, an additional 33,189,295 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $23.2 million;
In April 2021, the Company entered into a Series B convertible preferred stock purchase agreement under which it issued 78,211,116 shares of its Series B convertible preferred stock for cash, at a price of $1.35 per share, resulting in aggregate net proceeds of $105.3 million;
In April and May 2023, the Company entered into a Series C convertible preferred stock purchase agreement under which it issued 142,857,138 shares of Series C convertible preferred stock for cash, at a price of $0.70 per share, resulting in aggregate net proceeds of $99.7 million.

Common Stock Issued for Conversion of Convertible Preferred Stock

Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock, as adjusted for the reverse stock split. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

Rights, Preferences, and Privileges of Convertible Preferred Stock

The rights, preferences, and privileges of the previously outstanding convertible preferred stock are detailed in Note 9 of the notes to financial statements included the Prospectus.

10.
Common Stock

Common Stock Rights

The holder of each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of the holders of common stock. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. In the event of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in the net assets remaining after payment of liabilities and the liquidation value of the Preferred Stock then outstanding. The common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights.

11


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following:

 

 

As of June 30,

 

 

As of December 31,

 

 

2024

 

 

2023

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

Common stock options issued and outstanding

 

 

4,188,436

 

 

 

2,813,937

 

Equity awards available for future issuance

 

 

2,279,257

 

 

 

861,155

 

Shares available for purchase under the ESPP

 

 

231,919

 

 

 

 

Total

 

 

6,699,612

 

 

 

18,415,932

 

 

11.
Stock Options and Stock-Based Compensation

Equity Incentive Plan

In March 2024, the Company adopted the 2024 Incentive Plan (as amended, the Plan), which has a term of ten years. The Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to its employees, consultants, and directors. Options granted under the Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. Stock options generally vest over terms of either 36 or 48 months. The exercise price of awards under the Plan shall not be less than 100% of the estimated fair market value of the Company’s stock on the date of grant. In addition, the Plan includes an “evergreen” provision whereby the number of shares of common stock available for issuance under the Plan will be increased annually on the first day of each calendar year during the term of the Plan, beginning in 2025, by an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. As of June 30, 2024, a total of 2,832,714 shares of common stock were authorized for issuance under the Plan. On June 30, 2024, 2,279,257 of these shares remain available for grant under the Plan.

Prior to the adoption of the Plan, the Company had awarded common stock options under the 2018 Equity Incentive Plan (as amended, the Predecessor Plan). Under the provisions of the Plan, the shares subject to awards issued under the Predecessor Plan that were outstanding as of March 27, 2024, and that are subsequently cancelled or forfeited, will become available for issuance under, and serve to increase the number of shares that may be issued under, the Plan.

Stock Options

Stock option activity under the Plan and certain other related information is as follows:

 

 

Number

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
 Remaining
Term (years)

 

 

Aggregate-
Intrinsic
Value
(in 000’s)

 

Balance as of December 31, 2023

 

 

2,813,937

 

 

$

4.10

 

 

 

7.8

 

 

$

562

 

Granted

 

 

1,393,744

 

 

$

11.16

 

 

 

 

 

 

 

Exercised

 

 

(15,211

)

 

$

3.90

 

 

 

 

 

 

 

Forfeited and expired

 

 

(4,034

)

 

$

4.05

 

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Vested and expected to vest at June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Exercisable as of June 30, 2024

 

 

1,394,504

 

 

$

4.55

 

 

 

7.6

 

 

$

165

 

 

Aggregate intrinsic value in the above table is the difference between the estimated fair value of the Company’s common stock as of either June 30, 2024 or December 31, 2023, and the exercise price of stock options that had exercise prices below that value.

12


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

The options exercised during the three and six months ended June 30, 2024 had an intrinsic value at exercise of approximately $1,000 and $32,000, respectively. The options exercised during the three and six months ended June 30, 2023 had an intrinsic value at exercise of approximately $4,000 and $11,000, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development expenses

 

$

888

 

 

$

395

 

 

$

1,412

 

 

$

667

 

General and administrative expenses

 

 

1,247

 

 

 

532

 

 

 

2,051

 

 

 

875

 

Total stock-based compensation

 

$

2,135

 

 

$

927

 

 

$

3,463

 

 

$

1,542

 

As of June 30, 2024, unrecognized compensation cost related to outstanding time-based options was $21.2 million, which is expected to be recognized over a weighted-average period of 2.9 years.

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted during the following periods were as follows:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Expected option life (in years)

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

Assumed volatility

 

 

91.3

%

 

 

91.4

%

 

 

94.9

%

 

 

91.5

%

Assumed risk-free interest rate

 

 

4.3

%

 

 

3.9

%

 

 

4.2

%

 

 

3.9

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

The weighted-average grant date per share fair value of options granted during the three months ended June 30, 2024 and 2023 was $4.55 and $5.64, respectively. The weighted-average grant date per share fair value of options granted during the six months ended June 30, 2024 and 2023 was $11.59 and $5.64, respectively.

Employee Stock Purchase Plan

In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2024 Employee Stock Purchase Plan (the ESPP), which became effective in connection with the IPO. The ESPP permits participants to contribute up to a specified percentage of their eligible compensation during a series of offering periods of 24 months, each comprised of four six-month purchase periods, to purchase the Company’s common stock. The purchase price of the shares will be 85% of the fair market value of the Company’s common stock on the first day of trading of the applicable offering period or on the applicable purchase date, whichever is lower. A total of 231,919 shares of common stock were initially reserved for issuance under the ESPP. In addition, the ESPP includes an “evergreen” provision whereby the number of shares of common stock available for issuance under the ESPP will be increased annually on the first day of each calendar year during the term of the ESPP, beginning in 2025, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. The Company recognized stock-based compensation expense related to the ESPP of $0.3 million for both the three and six month periods ended June 30, 2024, and $0 during the three and six months ended June 30, 2023. As of June 30, 2024, the unrecognized compensation cost related to the ESPP was $0.8 million and is expected to be recognized as expense over approximately 1.29 years. As of June 30, 2024, $0.1 million has been withheld on behalf of employees for future purchases under the ESPP and is included in accrued compensation on the condensed balance sheets. The Company issued and sold no shares under the ESPP during the three and six months ended June 30, 2024 and 2023.

13


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

12.
Net Loss Per Common Share

The following table summarizes the computation of basic and diluted net loss per common share of the Company (in thousands, except per share data):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(32,406

)

 

$

(24,117

)

Weighted-average shares of common stock used in
   computing net loss per share, basic and diluted

 

 

22,023

 

 

 

1,206

 

 

 

11,641

 

 

 

1,195

 

Net loss per share, basic and diluted

 

$

(0.77

)

 

$

(10.28

)

 

$

(2.78

)

 

$

(20.18

)

 

The Company excluded the following potential shares of its common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

June 30,

 

 

 

 

2024

 

 

2023

 

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

 

Options to purchase common stock

 

 

4,188,436

 

 

 

2,468,816

 

 

Options early exercised subject to future vesting

 

 

435

 

 

 

2,850

 

 

Total

 

 

4,188,871

 

 

 

17,212,506

 

 

 

14


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Prospectus dated March 27, 2024 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Securities Act), with the Securities and Exchange Commission (SEC) on March 28, 2024 (the Prospectus).

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design, and conduct of our ongoing and planned clinical trials and preclinical studies for our extrachromosomal DNA (ecDNA) directed therapeutic candidates (ecDTx), ecDNA diagnostic candidate, our other discovery program, the timing of expected data readouts, the impact on our cash runway of our streamlining efforts and the sufficiency of our cash position and such efforts to fund operations and initial clinical proof-of-concept data readouts, the potential safety and therapeutic benefits of our ecDTx, the timing and likelihood of regulatory filings and approvals for our ecDTx, our ability to commercialize our ecDTx, if approved, the pricing and reimbursement of our ecDTx, if approved, the potential to develop future ecDTx, the potential benefits of strategic collaborations and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans, and objectives of management for future operations, future results of anticipated ecDTx development efforts, and the sufficiency of our cash position to fund operations and milestones, 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,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial and other trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties, and assumptions, including, without limitation, the risk factors described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Overview

We are a clinical-stage oncology company dedicated to unlocking a new paradigm in cancer therapeutics that addresses the significant unmet need in patients with oncogene amplified tumors by targeting ecDNA, a root cause of oncogene amplification observed in more than 14% of cancer patients. Using our proprietary Spyglass platform, we identify targets essential for ecDNA functionality in cancer cells, then design and develop ecDTx to inhibit those targets with the aim to prevent cancer cells from using ecDNA to grow, adapt, and become resistant to existing therapies. Instead of directly targeting the proteins produced by amplified oncogenes, like the approach of traditional targeted therapies, our ecDTx are intended to be synthetic lethal in tumor cells reliant on ecDNA. They are designed to disrupt the underlying cellular machinery that enables ecDNA to function properly, such as proteins essential for ecDNA replication, transcription, assembly, repair, and segregation.

Our lead ecDTx, BBI-355, is a novel, oral, selective small molecule inhibitor of checkpoint kinase 1 (CHK1) being studied in the ongoing first-in-human, Phase 1/2 POTENTIATE clinical trial in patients with oncogene amplified cancers (clinicaltrials.gov identifier NCT05827614). As of July 22, 2024, no new safety signals have been observed, and there has been no evidence of combinatorial toxicity in the dose escalation cohorts evaluating BBI-355 in combination with either the EGFR inhibitor erlotinib or the FGFR inhibitor futibatinib. The initial pace of enrollment in the combination cohorts has been slower than anticipated. We have recently implemented multiple initiatives to help accelerate enrollment, including engaging with next-generation sequencing vendors to identify potential patients, adding new clinical sites in the United States, and preparing for the initiation of ex-U.S. sites. Based on current projections, we expect to have preliminary clinical proof-of-concept safety and antitumor activity data from the POTENTIATE trial in the second half of 2025.

Our second ecDTx, BBI-825, is a novel, oral, selective small molecule inhibitor of ribonucleotide reductase (RNR) being studied in the ongoing first-in-human, Phase 1/2 STARMAP clinical trial in colorectal cancer patients with BRAFV600E or KRASG12C mutations and resistance oncogene amplifications (clinicaltrials.gov identifier NCT06299761). Multiple dose levels have been completed in the single-agent, dose-escalation portion of the trial and, to date, BBI-825 has demonstrated oral bioavailability and has been generally

15


 

well-tolerated. We expect to have preliminary clinical proof-of-concept safety and antitumor data from the STARMAP trial in the second half of 2025.

Our third ecDTx program, in the drug discovery stage, is directed at a previously undrugged kinesin target essential for ecDNA segregation and inheritance during cell division. We are advancing this program through drug discovery to candidate identification and expect to submit an Investigational New Drug application (IND) in the first half of 2026.

Through our Spyglass platform, we are able to identify and preclinically validate additional ecDNA-essential targets. In addition to our three ecDTx programs described above, we have preclinically validated multiple additional ecDNA targets and have initiated ecDTx drug discovery efforts to identify candidates against such targets. To date, all of our ecDTx have been discovered internally, and we retain global rights for all of our programs.

To assist in identifying patients that may benefit from our ecDTx, we have developed an ecDNA diagnostic test, internally called ECHO (ecDNA Harboring Oncogenes), to detect ecDNA in patient tumor samples via routine next generation sequencing (NGS) assays. In partnership with an in vitro diagnostic company, we developed and analytically validated the ecDNA diagnostic for use as a clinical trial assay in the PONTENTIATE trial. The U.S. Food and Drug Administration (FDA) has determined that the ecDNA diagnostic is a non-significant risk device when used in patient selection for the POTENTIATE trial, meaning that we will not be required to obtain FDA approval of an investigational device exemption for the use of the ecDNA diagnostic in this trial. Additionally, we have received institutional review board approval to use the ecDNA diagnostic in the POTENTIATE trial.

Since we commenced operations in 2018, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, building our proprietary Spyglass platform, discovering our ecDTx, developing our ecDNA diagnostic, establishing our intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of our ecDTx and related raw materials, and providing general and administrative support for these operations.

We have incurred significant operating losses since our inception and, as of June 30, 2024, we had an accumulated deficit of $168.5 million. We expect to continue to incur losses for the foreseeable future, and anticipate these losses will increase substantially as we continue our development of, seek regulatory approval for, and potentially commercialize any of our ecDTx and seek to discover and develop additional ecDTx, develop our ecDNA diagnostic, conduct our ongoing and planned clinical trials and preclinical studies, continue our research and development activities, utilize third parties to manufacture our ecDTx and related raw materials, hire additional personnel, expand and protect our intellectual property, as well as incur additional costs associated with being a public company. If we obtain regulatory approval for any of our ecDTx, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials, preclinical studies, and our other research and development activities and capital expenditures.

In April 2024, we completed our initial public offering (IPO) pursuant to which we sold 6,250,000 shares of our common stock for gross proceeds of $100.0 million. Through June 30, 2024, we have raised a total of $353.6 million to fund our operations primarily from the gross proceeds from the sale and issuance of our convertible preferred stock and from our IPO. As of June 30, 2024, we had cash, cash equivalents, and short-term investments of $179.3 million. In August 2024, we announced our intention to scale back our early discovery efforts, including a modest reduction in workforce, to extend our operating runway. Based upon our current operating plans, we believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations into the fourth quarter of 2026.

We do not have any products approved for sale and have not generated any revenue to date. We do not expect to generate any revenue from product sales until we successfully complete development and obtain regulatory approval for one or more of our ecDTx, which we expect will take a number of years and may never occur. We will need substantial additional funding in addition to the net proceeds of our IPO to support our continuing operations and pursue our long-term business plan, including to complete the development and commercialization of our ecDTx, if approved. Accordingly, until such time as we can generate significant revenue from sales of our ecDTx, if ever, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce, or terminate our research and development programs or other operations, or grant rights to develop and market ecDTx that we would otherwise prefer to develop and market ourselves.

16


 

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We rely, and expect to continue to rely, on third parties for the manufacture of our ecDTx for preclinical and clinical testing, as well as for commercial manufacture if any of our ecDTx obtain marketing approval. We are working with our current manufacturers to ensure that we will be able to scale up our manufacturing capabilities to support our clinical plans. In addition, we rely on third parties to package, label, store, and distribute our ecDTx, and we intend to rely on third parties for our commercial products if marketing approval is obtained. We believe that this strategy allows us to maintain a more efficient infrastructure by eliminating the need for us to invest in our own manufacturing facilities, equipment, and personnel while also enabling us to focus our expertise and resources on the discovery and development of our ecDTx.

Components of Our Results of Operations

Revenue

To date, we have not generated any revenue from the sale of products. We do not expect to generate any such revenue unless and until such time that our ecDTx have advanced through clinical development and regulatory approval, if ever. If we fail to complete preclinical and clinical development of ecDTx or obtain regulatory approval for them, our ability to generate future revenues, and our results of operations and financial position would be adversely affected.

Operating Expenses

Our operating expenses consist of research and development expenses and general and administrative expenses.

Research and Development

Our research and development (R&D) expenses have related primarily to the building of our Spyglass platform, our ecDTx discovery efforts, our preclinical and clinical development activities, and the development of an ecDNA diagnostic test. Our R&D expenses consist of:

direct program costs, including:
costs incurred under agreements with our contract research organizations (CROs), investigative sites, and consultants to conduct our clinical trials and preclinical studies, as well as third party costs related to the development of an ecDNA diagnostic test,
expenses related to manufacturing our ecDTx for clinical trials and preclinical studies, including fees paid to third-party manufacturers; and
indirect costs, including:
personnel-related costs, including salaries, bonuses, benefits, travel, and stock-based compensation expenses for employees engaged in research and development functions,
the costs of outside services from third parties, including consultants,
the costs of lab and pharmacology supplies,
facilities-related costs, including rent and maintenance costs, and other costs including insurance, depreciation, supplies, and miscellaneous expenses, and
other costs, including costs related to travel, repairs and maintenance, service contracts, computer supplies, software, and publications and subscription services.

R&D expenses are recognized as incurred, and payments made prior to the receipt of goods or services to be used in R&D are capitalized until the goods or services are received. We use internal resources primarily to conduct our research and discovery activities as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We track direct costs on a development program specific basis. Indirect costs are not included in program costs, as these costs are general in nature and benefit all of our discovery efforts and development programs.

Although R&D activities are central to our business model, the successful development of our ecDTx is highly uncertain. There are numerous factors associated with the successful development of any ecDTx, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of development generally have higher development costs than those in earlier stages of development. As a result, we expect that our R&D expenses will increase substantially for the foreseeable future as we continue to conduct our ongoing R&D activities, advance preclinical research programs toward clinical development, conduct clinical trials, hire additional personnel, and maintain, expand, protect, and enforce our intellectual property portfolio.

Our future R&D expenses may vary significantly based on a wide variety of factors such as:

17


 

the number, scope, rate of progress, expense, and results of our discovery and preclinical activities and clinical trials;
per patient trial costs;
the number of trials required for approval;
the number of sites included in the trials;
the countries in which the trials are conducted;
the length of time required to enroll eligible patients;
the cost of developing an ecDNA diagnostic test;
the number of patients that participate in the trials;
the number of doses that patients receive;
the drop-out or discontinuation rates of patients;
the potential additional safety monitoring requested by regulatory agencies;
the duration of patient participation in the trials and follow-up;
the cost and timing of manufacturing our ecDTx;
the phase of development of our ecDTx;
the extent of changes in government regulation and regulatory guidance;
the efficacy and safety profile of our ecDTx;
the timing, receipt, and terms of any approvals from applicable regulatory authorities; and
the extent to which we establish collaboration, license, or other arrangements.

A change in the outcome of any of these variables with respect to development of any of our ecDTx could significantly change the costs and timing associated with the development of that ecDTx.

The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our current ecDTx or any future ecDTx may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our ecDTx. Preclinical and clinical development timelines, the probability of success, and total development costs can differ materially from expectations. We anticipate that we will make determinations as to which ecDTx to pursue and how much funding to direct to each ecDTx on an ongoing basis in response to the results of ongoing and future preclinical studies and clinical trials, regulatory developments, and our ongoing assessments as to each ecDTx’s commercial potential. We will need to raise substantial additional capital in the future. In addition, we cannot forecast which ecDTx may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

General and Administrative

General and administrative (G&A) expenses consist primarily of personnel-related costs, including salaries, bonuses, benefits, travel, and stock-based compensation expenses for employees in executive, accounting and finance, business development, legal, and other administrative functions. Other significant costs include allocated facility-related costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, insurance costs, and business development expenses.

We expect that our G&A expenses will increase substantially for the foreseeable future as we continue to increase our general and administrative headcount to support our continued R&D activities and, if any ecDTx receive marketing approval, commercialization activities, as well as to support our operations generally. We also expect to incur increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income earned on our cash, cash equivalents, and investments.

18


 

Results of Operations

Comparison of the Three Months Ended June 30, 2024 and 2023

The following table summarizes our results of operations for each of the periods indicated (in thousands):

 

 

Three months ended
June 30,

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

$

14,735

 

 

$

11,075

 

 

$

3,660

 

General and administrative

 

 

4,656

 

 

 

2,885

 

 

 

1,771

 

Total operating expenses

 

 

19,391

 

 

 

13,960

 

 

 

5,431

 

Loss from operations

 

 

(19,391

)

 

 

(13,960

)

 

 

(5,431

)

Other income, net:

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,382

 

 

 

1,551

 

 

 

831

 

Other income, net

 

 

33

 

 

 

11

 

 

 

22

 

Total other income, net

 

 

2,415

 

 

 

1,562

 

 

 

853

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(4,578

)

Research and Development Expenses

The following table summarizes our R&D expenses for each of the periods indicated (in thousands):

 

 

 

Three months ended
June 30,

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Direct program costs:

 

 

 

 

 

 

 

 

BBI-355

 

$

2,761

 

 

$

2,097

 

 

$

664

 

BBI-825

 

 

3,325

 

 

 

1,352

 

 

 

1,973

 

Other development programs

 

 

1,068

 

 

 

1,054

 

 

 

14

 

Total direct program costs:

 

 

7,154

 

 

 

4,503

 

 

 

2,651

 

Indirect program costs

 

 

 

 

 

 

 

 

Personnel-related (including stock compensation)

 

 

4,573

 

 

 

3,268

 

 

 

1,305

 

Outside services and consulting

 

 

1,196

 

 

 

1,264

 

 

 

(68

)

Lab and pharmacology supplies

 

 

642

 

 

 

935

 

 

 

(293

)

Facilities-related (including depreciation)

 

 

710

 

 

 

732

 

 

 

(22

)

Other indirect program costs

 

 

460

 

 

 

373

 

 

 

87

 

Total indirect program costs:

 

 

7,581

 

 

 

6,572

 

 

 

1,009

 

Total R&D expenses

 

$

14,735

 

 

$

11,075

 

 

$

3,660

 

 

R&D expenses were $14.7 million for the three months ended June 30, 2024, compared to $11.1 million for the same period in 2023. The increase in R&D expenses was primarily due to a $2.7 million increase in direct program costs for our BBI-355, BBI-825, and other development programs, a $0.8 million increase in personnel-related costs due to an increase in personnel and annual salary increases, and $0.5 million of additional stock-based compensation, partially offset by a $0.3 million decrease in third-party services and other miscellaneous R&D costs.

General and Administrative Expenses

G&A expenses were $4.7 million for the three months ended June 30, 2024, compared to $2.9 million for the same period in 2023. The increase in G&A expenses was due to a $0.4 million increase in personnel-related costs resulting from an increase in personnel and annual salary increases, $0.7 million of additional stock-based compensation, an increase in professional service fees of $0.2 million, and a $0.5 million increase in other G&A costs.

Other Income, Net

Other income, net was $2.4 million and $1.6 million for the three months ended June 30, 2024 and 2023, respectively. The $0.9 million increase resulted from the additional interest income generated by our available-for-sale investment securities portfolio due to the net proceeds from the sale of our common stock in our IPO in April 2024, as well as the increase in market yields available for such investment securities in comparison to the prior year period.

19


 

Comparison of the Six Months Ended June 30, 2024 and 2023

The following table summarizes our results of operations for each of the periods indicated (in thousands):

 

 

 

Six months ended
June 30,

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

$

27,864

 

 

$

20,577

 

 

$

7,287

 

General and administrative

 

 

8,410

 

 

 

5,470

 

 

 

2,940

 

Total operating expenses

 

 

36,274

 

 

 

26,047

 

 

 

10,227

 

Loss from operations

 

 

(36,274

)

 

 

(26,047

)

 

 

(10,227

)

Other income, net:

 

 

 

 

 

 

 

 

 

Interest income

 

 

3,803

 

 

 

1,914

 

 

 

1,889

 

Other income, net

 

 

65

 

 

 

16

 

 

 

49

 

Total other income, net

 

 

3,868

 

 

 

1,930

 

 

 

1,938

 

Net loss

 

$

(32,406

)

 

$

(24,117

)

 

$

(8,289

)

Research and Development Expenses

The following table summarizes our R&D expenses for each of the periods indicated (in thousands):

 

 

 

Six months ended
June 30,

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Direct program costs:

 

 

 

 

 

 

 

 

BBI-355

 

$

4,993

 

 

$

3,895

 

 

$

1,098

 

BBI-825

 

 

5,461

 

 

 

2,371

 

 

 

3,090

 

Other development programs

 

 

2,288

 

 

 

2,065

 

 

 

223

 

Total direct program costs:

 

 

12,742

 

 

 

8,331

 

 

 

4,411

 

Indirect program costs

 

 

 

 

 

 

 

 

Personnel-related (including stock compensation)

 

 

8,586

 

 

 

6,512

 

 

 

2,074

 

Outside services and consulting

 

 

2,981

 

 

 

2,022

 

 

 

959

 

Lab and pharmacology supplies

 

 

1,249

 

 

 

1,641

 

 

 

(392

)

Facilities-related (including depreciation)

 

 

1,417

 

 

 

1,441

 

 

 

(24

)

Other indirect program costs

 

 

889

 

 

 

630

 

 

 

259

 

Total indirect program costs:

 

 

15,122

 

 

 

12,246

 

 

 

2,876

 

Total R&D expenses

 

$

27,864

 

 

$

20,577

 

 

$

7,287

 

 

R&D expenses were $27.9 million for the six months ended June 30, 2024, compared to $20.6 million for the same period in 2023. The increase in R&D expenses was primarily due to a $4.4 million increase in the direct program costs for our BBI-355, BBI-825, and other development programs, a $1.3 million increase in personnel-related costs resulting from an increase in headcount and salary increases, $0.7 million of additional stock-based compensation, and a $0.9 million increase in third-party services and other miscellaneous R&D costs.

General and Administrative Expenses

G&A expenses were $8.4 million for the six months ended June 30, 2024, compared to $5.5 million for the same period in 2023. The increase in G&A expenses was primarily due to a $0.7 million increase in personnel-related costs due to an increase in headcount and salary increases, $1.2 million of additional stock-based compensation, an increase in professional service fees of $0.4 million, and a $0.6 million increase in other G&A costs.

Other Income, Net

Other income, net was $3.9 million and $1.9 million for the six months ended June 30, 2024 and 2023, respectively. The $2.0 million increase resulted from the additional interest income generated by our available-for-sale investment securities portfolio due to the net proceeds from the sale of our common stock in our IPO in April 2024, as well as the increase in market yields available for such investment securities in comparison to the prior year period.

20


 

Liquidity and Capital Resources

Sources of Liquidity

Through June 30, 2024, we have raised a total of $353.6 million to fund our operations primarily from the gross proceeds from the sale and issuance of our convertible preferred stock and the sale and issuance of 6,250,000 shares of our common stock in our IPO in April 2024 for gross proceeds of $100.0 million.

Future Funding Requirements

As of June 30, 2024, we had cash, cash equivalents, and short-term investments of $179.3 million. Based upon our current operating plans, we believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations into the fourth quarter of 2026. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting preclinical studies, manufacturing ecDTx, developing our ecDNA diagnostic, and testing ecDTx in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain.

We have incurred significant operating losses since our inception and, as of June 30, 2024, we had an accumulated deficit of $168.5 million. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we continue our development of, seek regulatory approval for, and potentially commercialize any of our ecDTx and seek to discover, and develop additional ecDTx, conduct our ongoing and planned clinical trials and preclinical studies, continue our research and development activities, utilize third parties to manufacture our ecDTx and related raw materials, seek to develop our ecDNA diagnostic, hire additional personnel, expand and protect our intellectual property, as well as incur additional costs associated with being a public company. If we obtain regulatory approval for any of our ecDTx, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies and our other research and development activities and capital expenditures.

Our future capital requirements are difficult to predict and depend on many factors, including but not limited to:

the initiation, type, number, scope, progress, expansions, results, costs, and timing of clinical trials and preclinical studies of our ecDTx that we are pursuing or may choose to pursue in the future, including the costs of any third-party products used as combination agents in our combination clinical trials;
the costs and timing of manufacturing for our ecDTx, including commercial manufacture at sufficient scale, if any ecDTx is approved;
the costs and timing of developing ecDNA diagnostics, if required, and the outcome of their regulatory review;
the costs, timing, and outcome of regulatory meetings and reviews of our ecDTx;
the costs of obtaining, maintaining, enforcing, and protecting our patents and other intellectual property and proprietary rights;
our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal control over financial reporting;
the costs associated with hiring additional personnel and consultants as our clinical and preclinical activities increase and as we operate as a public company;
the costs and timing of establishing or securing sales and marketing capabilities if any ecDTx is approved;
our ability to achieve sufficient market acceptance, coverage, and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;
patients’ willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors;
the terms and timing of establishing and maintaining collaborations, licenses, and other similar arrangements;
costs associated with any products or technologies that we may in-license or acquire; and
the effects of competing technological and market developments as well as disruptions to and volatility in the credit and financial markets.

21


 

We have no other committed sources of capital. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to finance our future cash needs primarily through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through other collaborations or licensing arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams, ecDTx, research programs, intellectual property or proprietary technology, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce, or terminate our R&D programs or other operations, or grant rights to develop and market ecDTx to third parties that we would otherwise prefer to develop and market ourselves, or on less favorable terms than we would otherwise choose.

Cash Flows

The following table summarizes our cash flows for each of the periods indicated:

 

 

 

Six months ended

 

 

 

 

 

 

June 30,

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Net cash used in operating activities

 

$

(32,012

)

 

$

(22,980

)

 

$

(9,032

)

Net cash used in investing activities

 

 

(50,054

)

 

 

(46,355

)

 

 

(3,699

)

Net cash provided by financing activities

 

 

89,723

 

 

 

99,728

 

 

 

(10,005

)

Net increase in cash, cash equivalents, and
   restricted cash

 

$

7,657

 

 

$

30,393

 

 

$

(22,736

)

Operating Activities

Net cash used in operating activities was $32.0 million and $23.0 million for the six months ended June 30, 2024 and 2023, respectively. The net cash used in operating activities during the six months ended June 30, 2024 was primarily due to our reported net loss of $32.4 million, net of noncash charges (including stock-based compensation expense, depreciation, and right-of-use asset amortization) totaling $2.6 million and a $2.2 million increase of our net operating assets. The net cash used in operating activities during the six months ended June 30, 2023 was primarily due to our reported net loss of $24.1 million and a $1.2 million increase in our net operating assets, adjusted for noncash charges (including stock-based compensation expense, depreciation) totaling $2.3 million. The increase in cash used in operations during the six months ended June 30, 2024 in comparison to the six months ended June 30, 2024 was primarily attributable to higher personnel-related costs and an increase in third-party spending associated with our discovery, development, and clinical activities.

Investing Activities

Investing activities consist primarily of the cash flows of purchases and maturities of investment securities and the cash outflow associated with purchases of property and equipment. Such activities resulted in a net outflow of funds of approximately $50.1 million during the six months ended June 30, 2024, primarily from the net purchases of our available-for-sale securities portfolio, and a net outflow of funds of $46.4 million during the six months ended June 30, 2023, primarily from net maturities of available-for-sale securities portfolio.

Financing Activities

Our financing activities consist of the proceeds from sales of common and preferred stock and, to a lesser extent, the exercise of common stock options by our employees and consultants. Net cash provided by financing activities was $89.7 million and $99.7 million during the six months ended June 30, 2024 and 2023, respectively. The increase in cash provided by financing activities for the first six months of 2024 was primarily due to the net proceeds from our IPO. The increase in cash provided by financing activities for the first six months of 2023 was primarily the result of the net proceeds from the sale of our Series C convertible preferred stock.

Contractual Obligations and Other Commitments

We lease office and lab space under lease agreements with varying expiration dates through 2034. As of June 30, 2024, total future aggregate operating lease commitments was $72.8 million. During the normal course of our business, we enter into contracts for research

22


 

and professional services, and for the purchase of lab supplies used in our research activities. These contracts generally provide for termination after a notice period, and, therefore, are cancelable contracts and not separately presented.

Off-Balance Sheet Arrangements

Since our inception, we have not had, and we do not currently have, any off-balance sheet arrangements as defined under rules and regulations of the SEC.

Critical Accounting Policies and Significant Estimates and Judgments

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates and Judgments” included in the Prospectus, except that from the effectiveness date of our registration statement on Form S-1 (File No. 333-277696), we have a publicly traded stock price and no longer require common stock valuations.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we can take advantage of an extended transition period for complying with new or revised accounting standards. This period allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We also intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of our IPO; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the Exchange Act) and in Item 10(f)(1) of Regulation S-K, and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of

23


 

1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Due to a transition period established by SEC rules applicable to newly public companies, our management is not required to evaluate the effectiveness of our internal control over financial reporting until after the filing of our Annual Report on Form 10-K for the year ending December 31, 2025. As a result, this Quarterly Report on Form 10-Q does not address whether there have been any changes in our internal control over financial reporting.

24


 

PART II—OTHER INFORMATION

We are not currently a party to any material proceedings. From time to time, we may become involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources, negative publicity, reputational harm, and other factors and there can be no assurances that favorable outcomes will be obtained.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)
Recent Sales of Unregistered Securities.

None.

(b)
Use of Proceeds.

On March 27, 2024, our registration statement on Form S-1 (File No. 333-277696) was declared effective by the SEC for our IPO. At the closing of the IPO on April 2, 2024, we sold 6,250,000 shares of common stock at a public offering price of $16.00 per share and received gross proceeds of $100.0 million, which resulted in net proceeds to us of approximately $87.7 million, after deducting underwriting discounts and commissions of $7.0 million and other offering expenses of approximately $5.3 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates, or to our affiliates. Goldman Sachs & Co. LLC, Leerink Partners LLC, Piper Sandler & Co., and Guggenheim Securities LLC acted as joint book-running managers for the offering.

There has been no material change in the planned use of proceeds from the IPO from that described in the Prospectus.

(c)
Issuer Purchases of Equity Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2024, our officers or directors adopted, modified, or terminated such trading arrangements as set forth below.

 

 



Action



Date

Trading Arrangement

 

 

Rule 10b5-1*

Non-Rule 10b5‑1**

Total Shares Subject to Plan

Expiration Date

Jami Rubin,

Chief Financial Officer

 

Adopt

 

May 23, 2024

 

X

 

 

9,000

 

April 29, 2025(1)

 

 

Adopt

 

May 24, 2024

 

X

 

 

32,537

 

May 21, 2025(1)

25


 

Neil Abdollahian,
Chief Business Officer

 

 

 

 

 

 

 

Jessica Oien,
Chief Legal Officer and Corporate Secretary

 

Adopt

 

May 24, 2023

 

X

 

 

35,000

 

May 23, 2025(1)

 

Klaus Wagner, M.D., Ph.D.,
Chief Medical Officer

 

Adopt

 

May 24, 2024

 

X

 

 

68,000

 

April 30, 2025(1)

 

Chris Hassig, Ph.D.,
Chief Scientific Officer

 

Adopt

 

May 26, 2024

 

X

 

 

54,820

 

September 30, 2025(1)

____________________

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1)
This trading plan may expire earlier if all transactions under the trading plan are completed before the scheduled expiration date.

26


 

Item 6. Exhibits.

 

Exhibit

 

 

Incorporated by Reference

Filed

Number

 

Description

Form

Date

Number

Herewith

3.1

 

Amended and Restated Certificate of Incorporation

8-K

4/2/24

3.1

 

3.2

 

Amended and Restated Bylaws

8-K

4/2/24

3.2

 

4.1

 

Specimen stock certificate evidencing the shares of common stock

S-1/A

3/21/24

4.1

 

4.2

 

Amended and Restated Investor Rights Agreement, dated April 5, 2023, by and among the Registrant and certain of its stockholders

S-1

3/6/24

4.2

 

10.1#

 

Non-Employee Director Compensation Program (as amended and restated effective June 20, 2024)

 

 

 

X

31.1

 

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

 

X

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

X

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

X

 

# Indicates management contract or compensatory plan.

* These certifications are deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

27


 

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 thereunto duly authorized.

 

Boundless Bio, Inc.

Date: August 12, 2024

By:

/s/ Zachary D. Hornby

Zachary D. Hornby

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Date: August 12, 2024

By:

/s/ Jami Rubin

Jami Rubin

Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

28


 

Exhibit 10.1

Boundless Bio, Inc.

 

Non-Employee Director Compensation Program

 

(As Amended and Restated Effective June 20, 2024)

 

Non-employee members of the board of directors (the “Board”) of Boundless Bio, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously granted to a Non-Employee Director.

Cash Compensation

The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows:

Position

Amount

Base Board Retainer

$40,000

Chair of the Board or Lead Independent Director (in lieu of Base Board Retainer)

$70,000

Chair of Audit Committee

$15,000

Chair of Compensation Committee

$10,000

Chair of Nominating and Corporate Governance Committee

$8,000

Member of Audit Committee (non-Chair)

$7,500

Member of Compensation Committee (non-Chair)

$5,000

1

 


 

Position

Amount

Member of Nominating and Corporate Governance Committee (non-Chair)

$4,000

 

For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves; provided that a retainer paid to the Chair of the Board or the Lead Independent Director shall be in lieu of the Base Board Retainer. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. The Board may adopt a program that allows Non-Employee Directors to defer Annual Retainers.

 

Equity Compensation

Each Non-Employee Director shall be granted the equity awards described below, which equity awards shall be granted under and subject to the terms and provisions of the Company’s 2024 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”), and shall be subject to an equity award agreement in substantially the form previously approved by the Board for use under the Equity Plan. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan and the applicable equity award agreement.

A. Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board shall be automatically granted stock options to purchase 27,000 shares of the Company’s common stock under the Equity Plan on the date of such initial election or appointment. The awards described in this Section shall be referred to as “Initial Awards.”

 

B. Annual Awards. A Non-Employee Director who (i) is serving on the Board as of the date of any annual meeting of the Company’s stockholders , and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted stock options to purchase 13,500 shares of the Company’s common stock under the Equity Plan on the date of such annual meeting. In addition, any Non-Employee Director who is serving as Chairperson of the Board shall be automatically granted additional stock options to purchase 6,750 shares of the Company’s Common stock under the Equity Plan on the date of such annual meeting, for a total award to the Chairperson of 20,250 shares. The awards described in this Section shall be referred to as “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual Award on the date of such meeting as well. In addition, in the event of an adjournment or postponement

2

 


 

of any annual meeting following the time such meeting commences, the date of the annual meeting for purposes of this clause (B) shall be the date on which the business to be conducted at the annual meeting is concluded.

 

Notwithstanding the foregoing, a Non-Employee Director shall have served as a Non-Employee Director for at least (6) months as of the date of any annual meeting to receive an Annual Award, unless otherwise determined by the Board; in which case, the Board may determine to grant such Non-Employee Director an Annual Award or a Prorated Annual Award (as defined below). “Prorated Annual Award” means the product determined by multiplying (i) the Annual Award, by (ii) a fraction, the numerator of which is equal to (x) 365 minus (y) the number of days that elapsed from the date of the annual meeting of the Company’s stockholders preceding the Non-Employee Director’s date of initial election or appointment to the date of such initial election or appointment, and the denominator of which is 365.

 

C. Terms of Awards Granted to Non-Employee Directors.

 

1. Vesting. Each Initial Award shall vest and become exercisable in substantially equal monthly installments over the three (3) years beginning on the date of the Non-Employee Director’s election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Annual Award shall vest and/or become exercisable in substantially equal monthly installments over the twelve (12) months following the date of grant of such Annual Award (or, in the event the next annual meeting of the Company’s stockholders occurs prior to the first anniversary of the date of grant of such Annual Award, any remaining unvested portion of the Annual Award will vest on the date of such annual meeting of the Company’s stockholders), subject to the Non-Employee Director continuing in service on the Board through such vesting date.

2. Forfeiture. Unless the Board otherwise determines or as otherwise provided in this clause (2), any portion of an Initial Award or Annual Award which is unvested at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested. All of a Non-Employee Director’s Initial Awards and Annual Awards shall vest in full upon a Non-Employee Director’s Termination of Service by reason of death or Disability and immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

3. Reimbursements. The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.

3

 


 

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Zachary D. Hornby, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Boundless Bio, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2024

 

/s/ Zachary D. Hornby

 

 

Zachary D. Hornby

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 


 

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jami Rubin, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Boundless Bio, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2024

 

/s/ Jami Rubin

 

 

Jami Rubin

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 


 

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Boundless Bio, Inc. (the Company) for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the Report), Zachary D. Hornby, President and Chief Executive Officer of the Company, and Jami Rubin, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his or her knowledge, that:

1.
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

.

 

Date: August 12, 2024

By:

/s/ Zachary D. Hornby

 

 

Zachary D. Hornby

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date: August 12, 2024

By:

/s/ Jami Rubin

 

 

Jami Rubin

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

The foregoing certifications are being furnished solely pursuant to 18 U.S.C. Section 1350 and are not being filed as part of the Report or as a separate disclosure document.

 


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Cover [Abstract]    
Amendment Flag false  
Entity Central Index Key 0001782303  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Registrant Name BOUNDLESS BIO, INC.  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-41989  
Entity Tax Identification Number 83-0751369  
Entity Address, Address Line One 9880 Campus Point Drive  
Entity Address, Address Line Two Suite 120  
Entity Address, City or Town San Diego  
Entity Address, Postal Zip Code 92121  
Entity Address, State or Province CA  
City Area Code (858)  
Local Phone Number 766-9912  
Title of 12(b) Security Common stock, par value $0.0001 per share  
Trading Symbol BOLD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Common Stock, Shares Outstanding   22,254,537
Document Transition Report false  
Document Quarterly Report true  
v3.24.2.u1
Condensed Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 31,363 $ 23,706
Short-term investments 147,927 97,046
Prepaid expenses and other current assets 3,842 3,452
Total current assets 183,132 124,204
Property and equipment, net 3,739 2,573
Right-of-use asset, net 754 2,002
Restricted cash 560 560
Other assets 18 555
Total assets 188,203 129,894
Current liabilities    
Accounts payable and accrued liabilities 6,066 4,266
Accrued compensation 2,054 2,898
Lease liabilities, current portion 837 2,195
Total current liabilities 8,957 9,359
Commitments and contingencies (Notes 8)
Convertible preferred stock, $0.0001 par value; no shares authorized, issued, or outstanding as of June 30, 2024; 287,446,844 shares authorized, issued, and outstanding as of December 31, 2023; liquidation preference of $252.1 million as of December 31, 2023 0 247,617
Stockholders' equity / (deficit):    
Preferred stock, $0.0001 par value; 70,000,000 shares authorized and no shares issued and outstanding as of June 30, 2024; no shares authorized and no shares issued and outstanding as of December 31, 2023 0 0
Common stock, $0.0001 par value; 700,000,000 shares authorized, 22,254,537 shares issued, and 22,254,102 shares outstanding as of June 30, 2024; 402,600,000 shares authorized, 1,248,493 shares issued, and 1,247,012 shares outstanding as of December 31, 2023 2 0
Additional paid-in-capital 347,823 8,987
Accumulated other comprehensive income / (loss) (64) 40
Accumulated deficit (168,515) (136,109)
Total stockholders' equity / (deficit) 179,246 (127,082)
Total liabilities, convertible preferred stock, and stockholders' equity / (deficit) $ 188,203 $ 129,894
v3.24.2.u1
Condensed Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Convertible preferred stock, par value $ 0.0001 $ 0.0001
Convertible preferred stock, liquidation preference   $ 252.1
Convertible preferred stock, shares authorized 0 287,446,844
Convertible preferred stock, shares issued 0 287,446,844
Convertible preferred stock, shares outstanding 0 287,446,844
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 70,000,000 0
Preferred stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 700,000,000 402,600,000
Common stock shares issued 22,254,537 1,248,493
Common stock, shares outstanding 22,254,102 1,247,012
v3.24.2.u1
Condensed Statements of Operations and Comprehensive Loss - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating Expenses:        
Research and development $ 14,735 $ 11,075 $ 27,864 $ 20,577
General and administrative 4,656 2,885 8,410 5,470
Total operating expenses 19,391 13,960 36,274 26,047
Loss from operations (19,391) (13,960) (36,274) (26,047)
Other income, net:        
Interest income 2,382 1,551 3,803 1,914
Other income, net 33 11 65 16
Total other income, net 2,415 1,562 3,868 1,930
Net loss (16,976) (12,398) (32,406) (24,117)
Comprehensive loss:        
Net Income (Loss) (16,976) (12,398) (32,406) (24,117)
Unrealized gain/(loss) on short-term investments (43) (20) (104) 258
Comprehensive loss $ (17,019) $ (12,418) $ (32,510) $ (23,859)
Net loss per share - basic $ (0.77) $ (10.28) $ (2.78) $ (20.18)
Net loss per share - diluted $ (0.77) $ (10.28) $ (2.78) $ (20.18)
Shares used in calculation, basic 22,023 1,206 11,641 1,195
Shares used in calculation, diluted 22,023 1,206 11,641 1,195
v3.24.2.u1
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) - USD ($)
$ in Thousands
Total
Convertible Preferred Stock
Common Stock
Additional paid-in-capital
Accumulated other comprehensive income/ (loss)
Accumulated deficit
Beginning balance, convertible preferred stock, (in shares) at Dec. 31, 2022   144,589,706        
Beginning balance, convertible preferred stock at Dec. 31, 2022   $ 147,946        
Beginning balance, (in shares) at Dec. 31, 2022     1,167,240      
Beginning balance at Dec. 31, 2022 $ (81,696)     $ 5,377 $ (398) $ (86,675)
Vesting of early exercised stock options, (in shares)     17,505      
Vesting of early exercised stock options, value 52     52    
Exercise of stock options Value 31     31    
Exercise of stock options (in shares)     9,195      
Stock-based compensation 615     615    
Unrealized gain (loss) on short-term investments 278       278  
Net loss (11,719)         (11,719)
Ending balance, (in shares) at Mar. 31, 2023     1,193,940      
Ending balance at Mar. 31, 2023 (92,439)     6,075 (120) (98,394)
Ending balance, convertible preferred stock, (in shares) at Mar. 31, 2023   144,589,706        
Ending balance, convertible preferred stock at Mar. 31, 2023   $ 147,946        
Issuance of Series C convertible preferred stock, net of $329 in issuance costs (in shares)   142,857,138        
Issuance of Series C convertible preferred stock, net of $329 in issuance costs   $ 99,671        
Vesting of early exercised stock options, (in shares)     12,164      
Vesting of early exercised stock options, value 36     36    
Exercise of stock options Value 26     26    
Exercise of stock options (in shares)     7,209      
Stock-based compensation 927     927    
Unrealized gain (loss) on short-term investments (20)       (20)  
Net loss (12,398)         (12,398)
Ending balance, (in shares) at Jun. 30, 2023     1,213,313      
Ending balance at Jun. 30, 2023 $ (103,868)     7,064 (140) (110,792)
Ending balance, convertible preferred stock, (in shares) at Jun. 30, 2023   287,446,844        
Ending balance, convertible preferred stock at Jun. 30, 2023   $ 247,617        
Beginning balance, convertible preferred stock, (in shares) at Dec. 31, 2023 287,446,844 287,446,844        
Beginning balance, convertible preferred stock at Dec. 31, 2023 $ 247,617 $ 247,617        
Beginning balance, (in shares) at Dec. 31, 2023     1,247,012      
Beginning balance at Dec. 31, 2023 (127,082)     8,987 40 (136,109)
Vesting of early exercised stock options, (in shares)     522      
Vesting of early exercised stock options, value 2     2    
Exercise of stock options Value 59     59    
Exercise of stock options (in shares)     15,104      
Stock-based compensation 1,328     1,328    
Unrealized gain (loss) on short-term investments (61)       (61)  
Net loss (15,430)         (15,430)
Ending balance, (in shares) at Mar. 31, 2024     1,262,638      
Ending balance at Mar. 31, 2024 $ (141,184)     10,376 (21) (151,539)
Ending balance, convertible preferred stock, (in shares) at Mar. 31, 2024   287,446,844        
Ending balance, convertible preferred stock at Mar. 31, 2024   $ 247,617        
Beginning balance, convertible preferred stock, (in shares) at Dec. 31, 2023 287,446,844 287,446,844        
Beginning balance, convertible preferred stock at Dec. 31, 2023 $ 247,617 $ 247,617        
Beginning balance, (in shares) at Dec. 31, 2023     1,247,012      
Beginning balance at Dec. 31, 2023 $ (127,082)     8,987 40 (136,109)
Exercise of stock options (in shares) 15,211          
Ending balance, (in shares) at Jun. 30, 2024     22,254,102      
Ending balance at Jun. 30, 2024 $ 179,246   $ 2 347,823 (64) (168,515)
Ending balance, convertible preferred stock, (in shares) at Jun. 30, 2024 0          
Ending balance, convertible preferred stock at Jun. 30, 2024 $ 0          
Beginning balance, convertible preferred stock, (in shares) at Mar. 31, 2024   287,446,844        
Beginning balance, convertible preferred stock at Mar. 31, 2024   $ 247,617        
Beginning balance, (in shares) at Mar. 31, 2024     1,262,638      
Beginning balance at Mar. 31, 2024 (141,184)     10,376 (21) (151,539)
Conversion of convertible preferred stock into common stock upon initial public offering, (in shares)   (287,446,844)        
Conversion of convertible preferred stock into common stock upon initial public offering, value   $ (247,617)        
Issuance of common stock in initial public offering, net of $12,305 in discounts and offering costs, (in shares)     6,250,000      
Issuance of common stock in initial public offering, net of $12,305 in discounts and offering costs, value 87,695   $ 1 87,694    
Conversion of convertible preferred stock into common stock upon initial public offering, (in shares)     14,740,840      
Conversion of convertible preferred stock into common stock upon initial public offering, value 247,617   $ 1 247,616    
Vesting of early exercised stock options, (in shares)     524      
Vesting of early exercised stock options, value 2     2    
Exercise of stock options (in shares)     100      
Stock-based compensation 2,135     2,135    
Unrealized gain (loss) on short-term investments (43)       (43)  
Net loss (16,976)         (16,976)
Ending balance, (in shares) at Jun. 30, 2024     22,254,102      
Ending balance at Jun. 30, 2024 $ 179,246   $ 2 $ 347,823 $ (64) $ (168,515)
Ending balance, convertible preferred stock, (in shares) at Jun. 30, 2024 0          
Ending balance, convertible preferred stock at Jun. 30, 2024 $ 0          
v3.24.2.u1
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Issuance of common stock, net discounts and offering costs $ 12,305  
Series C Convertible Preferred Stock    
Net of issuance costs   $ 329
v3.24.2.u1
Condensed Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net loss $ (32,406) $ (24,117)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation 3,463 1,542
Depreciation 528 475
Accretion of investments, net (2,676) (813)
Non-cash lease expense 1,249 1,071
Other   25
Changes in operating assets and liabilities:    
Prepaid expenses and other assets (1,849) (348)
Accounts payable and accrued liabilities 1,037 259
Operating lease liabilities (1,358) (1,074)
Net cash used in operating activities (32,012) (22,980)
Cash flows from investing activities    
Purchases of investments (124,652) (97,387)
Maturities of investments 76,185 51,246
Purchases of property and equipment (1,587) (214)
Net cash used in investing activities (50,054) (46,355)
Cash flows from financing activities    
Proceeds from the issuance of common stock from initial public offering, net of discounts 93,000  
Payments of common stock offering costs (3,336)  
Proceeds from the issuance of convertible preferred stock   100,000
Convertible preferred stock issuance costs   (329)
Proceeds from the exercise of stock options 59 57
Net cash provided by financing activities 89,723 99,728
Net increase in cash and cash equivalents 7,657 30,393
Cash, cash equivalents, and restricted cash at beginning of period 24,266 11,484
Cash, cash equivalents, and restricted cash at end of period 31,923 41,877
Components of cash, cash equivalents, and restricted cash    
Cash and cash equivalents 31,363 41,317
Restricted Cash 560 560
Cash, cash equivalents, and restricted cash at end of period 31,923 41,877
Non-cash investing and financing activities    
Change in unpaid common stock issuance costs (183)  
Addition to ROU assets   282
Increase to ROU assets due to remeasurement of lease obligation   1,125
Vesting of early exercised stock options 4 88
Unpaid property and equipment purchases $ 107 $ 100
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ (16,976) $ (12,398) $ (32,406) $ (24,117)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2024, our officers or directors adopted, modified, or terminated such trading arrangements as set forth below.

 

 



Action



Date

Trading Arrangement

 

 

Rule 10b5-1*

Non-Rule 10b5‑1**

Total Shares Subject to Plan

Expiration Date

Jami Rubin,

Chief Financial Officer

 

Adopt

 

May 23, 2024

 

X

 

 

9,000

 

April 29, 2025(1)

 

 

Adopt

 

May 24, 2024

 

X

 

 

32,537

 

May 21, 2025(1)

Neil Abdollahian,
Chief Business Officer

 

 

 

 

 

 

 

Jessica Oien,
Chief Legal Officer and Corporate Secretary

 

Adopt

 

May 24, 2023

 

X

 

 

35,000

 

May 23, 2025(1)

 

Klaus Wagner, M.D., Ph.D.,
Chief Medical Officer

 

Adopt

 

May 24, 2024

 

X

 

 

68,000

 

April 30, 2025(1)

 

Chris Hassig, Ph.D.,
Chief Scientific Officer

 

Adopt

 

May 26, 2024

 

X

 

 

54,820

 

September 30, 2025(1)

____________________

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1)
This trading plan may expire earlier if all transactions under the trading plan are completed before the scheduled expiration date.
Jami Rubin  
Trading Arrangements, by Individual  
Name Jami Rubin
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 23, 2024
Expiration Date April 29, 2025
Aggregate Available 9,000
Neil Abdollahian  
Trading Arrangements, by Individual  
Name Neil Abdollahian
Title Chief Business Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 24, 2024
Expiration Date May 21, 2025
Aggregate Available 32,537
Jessica Oien  
Trading Arrangements, by Individual  
Name Jessica Oien
Title Chief Legal Officer and Corporate Secretary
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 24, 2023
Expiration Date May 23, 2025
Aggregate Available 35,000
Klaus Wagner  
Trading Arrangements, by Individual  
Name Klaus Wagner, M.D., Ph.D
Title Chief Medical Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 24, 2024
Expiration Date April 30, 2025
Aggregate Available 68,000
Chris Hassig  
Trading Arrangements, by Individual  
Name Chris Hassig, Ph.D
Title Chief Scientific Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date May 26, 2024
Expiration Date September 30, 2025
Aggregate Available 54,820
v3.24.2.u1
Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation
1.
Organization and Basis of Presentation

Description of Business

Boundless Bio, Inc. (the Company) is a clinical-stage precision oncology company dedicated to unlocking a new paradigm in cancer therapeutics to address the significant unmet need in patients with oncogene amplified tumors by targeting extrachromosomal DNA (ecDNA). The Company is focused on designing and developing small molecule drugs called ecDNA directed therapeutic candidates (ecDTx). The Company was incorporated in the state of Delaware on April 10, 2018 and is headquartered in San Diego, California.

Initial Public Offering

On April 2, 2024, the Company completed its initial public offering (IPO), pursuant to which it sold 6,250,000 shares of its common stock at a public offering price of $16.00 per share, resulting in net proceeds of approximately $87.7 million, after deducting underwriting discounts, commissions, and other offering expenses. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

In connection with the closing of its IPO, on April 2, 2024, the Company’s certificate of incorporation was amended and restated to authorize 700,000,000 shares of common stock, par value $0.0001 per share and 70,000,000 shares of undesignated preferred stock, par value of $0.0001 per share.

Reverse Stock Split

On March 19, 2024, the Company effected a one-for-19.5 reverse stock split of its issued and outstanding shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the conversion ratios for each series of the Company’s convertible preferred stock. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split.

Liquidity

Since the Company commenced operations in 2018, it has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, building its proprietary Spyglass platform, discovering its ecDTx, developing its ecDNA diagnostic candidate, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its ecDTx and related raw materials, and providing other general and administrative support for these operations.

Since inception, the Company has incurred significant operating losses and negative cash flows from its operations and expects that it will continue to do so into the foreseeable future as it continues its development of, seeks regulatory approval for, and potentially commercializes any of its ecDTx and seeks to discover and develop additional ecDTx, utilizes third parties to manufacture its ecDTx and related raw materials, seeks to develop its ecDNA diagnostic candidate, hires additional personnel, and expands and protects its intellectual property. If the Company obtains regulatory approval for any of its ecDTx, it expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. As of June 30, 2024, the Company had an accumulated deficit of $168.5 million and cash, cash equivalents, and short-term investments of $179.3 million. The Company believes that its existing cash, cash equivalents, and short-term investments will be sufficient to fund its operations for at least 12 months from the issuance date of these condensed financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB).

v3.24.2.u1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2.
Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed balance sheet as of June 30, 2024, the condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023, the condensed statements of convertible preferred stock and stockholders’ equity / (deficit) for the three and six months ended June 30, 2024 and 2023, and the condensed statements of cash flows for the six months ended June 30, 2024 and 2023 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three and six months ended June 30, 2024 and 2023 are also unaudited. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.

The condensed balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus (the Prospectus) dated March 27, 2024 related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on March 28, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

On an ongoing basis, management evaluates its estimates, primarily related to stock-based compensation, the fair value of its investments and common stock, and accrued research and development costs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s estimates relating to the valuation of stock options require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts.

The balance reflected in these financial statements as restricted cash represents a deposit account pledged as collateral to secure a standby letter of credit required as a security deposit on one of the Company’s leased facilities. The Company has classified the restricted cash as a noncurrent asset on its balance sheets as of June 30, 2024 and December 31, 2023.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to the concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions which exceeded federally insured limits by $2.9 million as of June 30, 2024. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes its exposure to concentration of credit risk.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset

or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Cash, cash equivalents, and short-term investments are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Deferred Offering Costs and Common Stock Issuance Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of June 30, 2024 and December 31, 2023, there were $0 and $2.2 million of deferred offering costs, respectively. At the closing of the IPO, the amounts recorded in deferred offering costs were reclassified to additional paid-in capital within stockholders' equity.

Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.

Convertible Preferred Stock

The Company’s convertible preferred stock is classified as temporary equity in the accompanying balance sheets and excluded from stockholders’ equity / (deficit) as the potential redemption of such stock is outside the Company’s control and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock is not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company. Costs incurred in connection with the issuance of convertible preferred stock are recorded as a reduction of gross proceeds from issuance. The Company does not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2023. Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

Net Loss Per Share

Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive securities, which include its convertible preferred stock, options to purchase common stock, and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

Recently Adopted Accounting Pronouncements

As of June 30, 2024, several new accounting pronouncements had been issued by the Financial Accounting Standards Board with future adoption dates. All applicable accounting pronouncements will be adopted by the Company by the date required. Management is

reviewing the impact of adoption of all pending accounting pronouncements but is not yet in a position to determine the impact on the Company’s financial statements and the notes thereto.

v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
3.
Fair Value Measurements

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

 

 

 

 

 

Fair Value Measurements Using

 

As of June 30, 2024 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

28,130

 

 

$

28,130

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

139,126

 

 

 

 

 

 

139,126

 

 

 

 

Corporate debt securities (2)

 

 

8,801

 

 

 

 

 

 

8,801

 

 

 

 

Total fair value of assets

 

$

176,057

 

 

$

28,130

 

 

$

147,927

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

 

 

 

 

 

Fair Value Measurements Using

 

As of December 31, 2023 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

21,737

 

 

$

21,737

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

92,143

 

 

 

 

 

 

92,143

 

 

 

 

Corporate debt securities (2)

 

 

4,903

 

 

 

 

 

 

4,903

 

 

 

 

Total fair value of assets

 

$

118,783

 

 

$

21,737

 

 

$

97,046

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. The Company’s investments consist of available-for-sale securities and are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data.

There were no transfers of assets between fair value levels for all periods presented.

v3.24.2.u1
Investments
6 Months Ended
Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Investments
4.
Investments

The following tables summarize investments accounted for as available-for-sale securities (in thousands):

 

 

As of June 30, 2024

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

28,130

 

 

$

 

 

$

 

 

$

28,130

 

U.S. government obligations

 

 

139,179

 

 

 

 

 

 

(53

)

 

 

139,126

 

Corporate debt securities

 

 

8,812

 

 

 

 

 

 

(11

)

 

 

8,801

 

Total cash equivalents and investments

 

$

176,121

 

 

$

 

 

$

(64

)

 

$

176,057

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

28,130

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

147,927

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

176,057

 

 

 

 

As of December 31, 2023

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

21,737

 

 

$

 

 

$

 

 

$

21,737

 

U.S. government obligations

 

 

92,106

 

 

 

58

 

 

 

(21

)

 

 

92,143

 

Corporate debt securities

 

 

4,900

 

 

 

5

 

 

 

(2

)

 

 

4,903

 

Total cash equivalents and investments

 

$

118,743

 

 

$

63

 

 

$

(23

)

 

$

118,783

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

21,737

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

97,046

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

118,783

 

 

On June 30, 2024 and December 31, 2023, the remaining contractual maturities of all the Company’s available-for-sale investments were less than 12 months. As of June 30, 2024 and December 31, 2023, the Company has not established an allowance for credit losses for any of its available-for-sale securities.

As of June 30, 2024, there were 39 available-for-sale securities, with an estimated fair value of $145.5 million in gross unrealized loss positions. As of December 31, 2023, there were 24 available-for-sale securities, with an estimated fair value of $40.3 million in gross unrealized loss positions. Based on its review of these investments, the Company believes that the unrealized losses reflect the impact of the rising interest rate environment and were not other-than-temporary in nature.

v3.24.2.u1
Property and Equipment
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment
5.
Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Lab equipment

 

$

4,334

 

 

$

4,264

 

Computers and software

 

 

839

 

 

 

833

 

Leasehold improvements

 

 

1,664

 

 

 

46

 

Furniture and fixtures

 

 

157

 

 

 

157

 

 

 

6,994

 

 

 

5,300

 

Less accumulated depreciation and amortization

 

 

3,255

 

 

 

2,727

 

 

$

3,739

 

 

$

2,573

 

 

Depreciation and amortization expense related to property and equipment was $0.3 million and $0.5 million for the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2023, respectively.

v3.24.2.u1
Accounts Payable and Accrued Liabilities
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Liabilities
6.
Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Accounts payable

 

$

1,686

 

 

$

2,222

 

Accrued research and development costs

 

 

3,441

 

 

 

1,575

 

Other accrued liabilities

 

 

939

 

 

 

469

 

Total accounts payable and accrued liabilities

 

$

6,066

 

 

$

4,266

 

v3.24.2.u1
Lease Agreements
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Lease Agreements
7.
Lease Agreements

2022 Lease

In March 2021, as amended in November 2021, the Company entered into a non-cancelable operating lease for a facility in San Diego, California (the 2022 Lease). The 2022 Lease had an initial term that ended in May 2024, although this was subsequently amended such that this lease now ends on that date occurring 14 days after the lease commencement date for the 2024 Lease (see below). The 2022 Lease provides for the rental of lab and office space, contains rent escalation provisions, and requires the Company to pay a portion of the operating costs related to the underlying multitenant facility. Rental payments under the 2022 Lease commenced in mid-January 2022. Based on information obtained from its landlord, the Company has recorded a right-of-use (ROU) asset and an associated lease obligation for the lab and office space leased under the 2022 Lease. The net ROU asset of $0.8 million and associated lease obligation of $0.8 million are reflected in the Company’s balance sheet as of June 30, 2024 and are estimates that will change should there be a change in the anticipated occupancy date of the property and associated campus underlying the 2024 Lease. The Company’s estimated incremental borrowing rate of approximately 8.0% was used in its present value calculation as the 2022 Lease does not have a stated rate and the implicit rate was not readily determinable.

As of June 30, 2024, future minimum lease payments under the 2022 Lease are expected to total $0.8 million, including imputed interest of approximately $7,000. All future payments under the 2022 Lease are expected to occur in 2024.

2024 Lease

In December 2021, the Company entered into a non-cancelable facility lease for approximately 80,000 square feet of lab and office space in La Jolla, California (the 2024 Lease). The facility to be occupied by the Company under the 2024 Lease will be built to the Company’s specifications; the 2024 Lease agreement includes tenant improvement allowances totaling $22.0 million, repayment of which is included in the future minimum lease payments called for under the agreement.

As of June 30, 2024, although construction of the property underlying the 2024 Lease is underway, the commencement date of the 2024 Lease has not yet been determined. At completion of construction, the Company will occupy the facility for a 120-month term, with payments under the lease commencing after a six-month rent abatement period and continuing through the conclusion of the term. As of June 30, 2024, the landlord has advised the Company that this property will be available for occupancy in October 2024. This date is an estimate, which is subject to change based on the delivery of the property and its associated campus. The 2024 Lease includes base lease payments aggregating $71.9 million, as well as additional charges for common area maintenance and property taxes. The Company has the right to extend the term of the 2024 Lease for an additional 60 months.

Additionally, as a security deposit under this agreement, the Company is required to maintain a standby letter-of-credit in the amount of $0.5 million, which must remain in place until November 2034.

Operating Leases

The Company has made upfront payments under its lease agreements totaling $0.8 million, $0.5 million of which is included in other long-term assets on the balance sheet as of June 30, 2024 and December 31, 2023.

 

The Company paid $1.4 million in cash for operating leases, included in the operating activities section of the condensed statements of cash flows, for each of the six-month periods ended June 30, 2024, and 2023.

v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
8.
Commitments and Contingencies

Contracts

The Company enters into contracts in the normal course of business with various third parties for preclinical research studies, clinical trials, testing, manufacturing, and other services. These contracts generally provide for termination upon notice and are cancellable without significant penalty or payment and do not contain any minimum purchase commitments.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into

indemnification agreements with officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs because of these indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2024 and December 31, 2023.

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding for which any liabilities have been accrued. The Company was not a defendant in any lawsuit for the six months ended June 30, 2024 and the year ended December 31, 2023.

v3.24.2.u1
Convertible Preferred Stock
6 Months Ended
Jun. 30, 2024
Temporary Equity Disclosure [Abstract]  
Convertible Preferred Stock
9.
Convertible Preferred Stock

Series A, B, and C Convertible Preferred Stock

The Company issued its convertible preferred stock in a series of transactions as follows:

In August 2018, 7,142,857 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $4.9 million;
In June 2019, an additional 26,046,438 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $18.1 million;
In July 2020, an additional 33,189,295 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $23.2 million;
In April 2021, the Company entered into a Series B convertible preferred stock purchase agreement under which it issued 78,211,116 shares of its Series B convertible preferred stock for cash, at a price of $1.35 per share, resulting in aggregate net proceeds of $105.3 million;
In April and May 2023, the Company entered into a Series C convertible preferred stock purchase agreement under which it issued 142,857,138 shares of Series C convertible preferred stock for cash, at a price of $0.70 per share, resulting in aggregate net proceeds of $99.7 million.

Common Stock Issued for Conversion of Convertible Preferred Stock

Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock, as adjusted for the reverse stock split. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

Rights, Preferences, and Privileges of Convertible Preferred Stock

The rights, preferences, and privileges of the previously outstanding convertible preferred stock are detailed in Note 9 of the notes to financial statements included the Prospectus.

v3.24.2.u1
Common Stock
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Common Stock
10.
Common Stock

Common Stock Rights

The holder of each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of the holders of common stock. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. In the event of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in the net assets remaining after payment of liabilities and the liquidation value of the Preferred Stock then outstanding. The common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights.

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following:

 

 

As of June 30,

 

 

As of December 31,

 

 

2024

 

 

2023

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

Common stock options issued and outstanding

 

 

4,188,436

 

 

 

2,813,937

 

Equity awards available for future issuance

 

 

2,279,257

 

 

 

861,155

 

Shares available for purchase under the ESPP

 

 

231,919

 

 

 

 

Total

 

 

6,699,612

 

 

 

18,415,932

 

v3.24.2.u1
Stock Options and Stock-Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Options and Stock-Based Compensation
11.
Stock Options and Stock-Based Compensation

Equity Incentive Plan

In March 2024, the Company adopted the 2024 Incentive Plan (as amended, the Plan), which has a term of ten years. The Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to its employees, consultants, and directors. Options granted under the Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. Stock options generally vest over terms of either 36 or 48 months. The exercise price of awards under the Plan shall not be less than 100% of the estimated fair market value of the Company’s stock on the date of grant. In addition, the Plan includes an “evergreen” provision whereby the number of shares of common stock available for issuance under the Plan will be increased annually on the first day of each calendar year during the term of the Plan, beginning in 2025, by an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. As of June 30, 2024, a total of 2,832,714 shares of common stock were authorized for issuance under the Plan. On June 30, 2024, 2,279,257 of these shares remain available for grant under the Plan.

Prior to the adoption of the Plan, the Company had awarded common stock options under the 2018 Equity Incentive Plan (as amended, the Predecessor Plan). Under the provisions of the Plan, the shares subject to awards issued under the Predecessor Plan that were outstanding as of March 27, 2024, and that are subsequently cancelled or forfeited, will become available for issuance under, and serve to increase the number of shares that may be issued under, the Plan.

Stock Options

Stock option activity under the Plan and certain other related information is as follows:

 

 

Number

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
 Remaining
Term (years)

 

 

Aggregate-
Intrinsic
Value
(in 000’s)

 

Balance as of December 31, 2023

 

 

2,813,937

 

 

$

4.10

 

 

 

7.8

 

 

$

562

 

Granted

 

 

1,393,744

 

 

$

11.16

 

 

 

 

 

 

 

Exercised

 

 

(15,211

)

 

$

3.90

 

 

 

 

 

 

 

Forfeited and expired

 

 

(4,034

)

 

$

4.05

 

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Vested and expected to vest at June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Exercisable as of June 30, 2024

 

 

1,394,504

 

 

$

4.55

 

 

 

7.6

 

 

$

165

 

 

Aggregate intrinsic value in the above table is the difference between the estimated fair value of the Company’s common stock as of either June 30, 2024 or December 31, 2023, and the exercise price of stock options that had exercise prices below that value.

The options exercised during the three and six months ended June 30, 2024 had an intrinsic value at exercise of approximately $1,000 and $32,000, respectively. The options exercised during the three and six months ended June 30, 2023 had an intrinsic value at exercise of approximately $4,000 and $11,000, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development expenses

 

$

888

 

 

$

395

 

 

$

1,412

 

 

$

667

 

General and administrative expenses

 

 

1,247

 

 

 

532

 

 

 

2,051

 

 

 

875

 

Total stock-based compensation

 

$

2,135

 

 

$

927

 

 

$

3,463

 

 

$

1,542

 

As of June 30, 2024, unrecognized compensation cost related to outstanding time-based options was $21.2 million, which is expected to be recognized over a weighted-average period of 2.9 years.

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted during the following periods were as follows:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Expected option life (in years)

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

Assumed volatility

 

 

91.3

%

 

 

91.4

%

 

 

94.9

%

 

 

91.5

%

Assumed risk-free interest rate

 

 

4.3

%

 

 

3.9

%

 

 

4.2

%

 

 

3.9

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

 

The weighted-average grant date per share fair value of options granted during the three months ended June 30, 2024 and 2023 was $4.55 and $5.64, respectively. The weighted-average grant date per share fair value of options granted during the six months ended June 30, 2024 and 2023 was $11.59 and $5.64, respectively.

Employee Stock Purchase Plan

In March 2024, the Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2024 Employee Stock Purchase Plan (the ESPP), which became effective in connection with the IPO. The ESPP permits participants to contribute up to a specified percentage of their eligible compensation during a series of offering periods of 24 months, each comprised of four six-month purchase periods, to purchase the Company’s common stock. The purchase price of the shares will be 85% of the fair market value of the Company’s common stock on the first day of trading of the applicable offering period or on the applicable purchase date, whichever is lower. A total of 231,919 shares of common stock were initially reserved for issuance under the ESPP. In addition, the ESPP includes an “evergreen” provision whereby the number of shares of common stock available for issuance under the ESPP will be increased annually on the first day of each calendar year during the term of the ESPP, beginning in 2025, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. The Company recognized stock-based compensation expense related to the ESPP of $0.3 million for both the three and six month periods ended June 30, 2024, and $0 during the three and six months ended June 30, 2023. As of June 30, 2024, the unrecognized compensation cost related to the ESPP was $0.8 million and is expected to be recognized as expense over approximately 1.29 years. As of June 30, 2024, $0.1 million has been withheld on behalf of employees for future purchases under the ESPP and is included in accrued compensation on the condensed balance sheets. The Company issued and sold no shares under the ESPP during the three and six months ended June 30, 2024 and 2023.

v3.24.2.u1
Net Loss Per Common Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Net Loss Per Common Share
12.
Net Loss Per Common Share

The following table summarizes the computation of basic and diluted net loss per common share of the Company (in thousands, except per share data):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(32,406

)

 

$

(24,117

)

Weighted-average shares of common stock used in
   computing net loss per share, basic and diluted

 

 

22,023

 

 

 

1,206

 

 

 

11,641

 

 

 

1,195

 

Net loss per share, basic and diluted

 

$

(0.77

)

 

$

(10.28

)

 

$

(2.78

)

 

$

(20.18

)

 

The Company excluded the following potential shares of its common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

June 30,

 

 

 

 

2024

 

 

2023

 

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

 

Options to purchase common stock

 

 

4,188,436

 

 

 

2,468,816

 

 

Options early exercised subject to future vesting

 

 

435

 

 

 

2,850

 

 

Total

 

 

4,188,871

 

 

 

17,212,506

 

 

v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Unaudited Condensed Interim Financial Information

Unaudited Condensed Interim Financial Information

The condensed balance sheet as of June 30, 2024, the condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023, the condensed statements of convertible preferred stock and stockholders’ equity / (deficit) for the three and six months ended June 30, 2024 and 2023, and the condensed statements of cash flows for the six months ended June 30, 2024 and 2023 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three and six months ended June 30, 2024 and 2023 are also unaudited. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.

The condensed balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus (the Prospectus) dated March 27, 2024 related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on March 28, 2024.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

On an ongoing basis, management evaluates its estimates, primarily related to stock-based compensation, the fair value of its investments and common stock, and accrued research and development costs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s estimates relating to the valuation of stock options require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts.

The balance reflected in these financial statements as restricted cash represents a deposit account pledged as collateral to secure a standby letter of credit required as a security deposit on one of the Company’s leased facilities. The Company has classified the restricted cash as a noncurrent asset on its balance sheets as of June 30, 2024 and December 31, 2023.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to the concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions which exceeded federally insured limits by $2.9 million as of June 30, 2024. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes its exposure to concentration of credit risk.

Fair Value Measurements

Fair Value Measurements

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset

or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Cash, cash equivalents, and short-term investments are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Deferred Offering Costs and Common Stock Issuance Costs

Deferred Offering Costs and Common Stock Issuance Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of June 30, 2024 and December 31, 2023, there were $0 and $2.2 million of deferred offering costs, respectively. At the closing of the IPO, the amounts recorded in deferred offering costs were reclassified to additional paid-in capital within stockholders' equity.

Segments

Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.

Convertible Preferred Stock

Convertible Preferred Stock

The Company’s convertible preferred stock is classified as temporary equity in the accompanying balance sheets and excluded from stockholders’ equity / (deficit) as the potential redemption of such stock is outside the Company’s control and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock is not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company. Costs incurred in connection with the issuance of convertible preferred stock are recorded as a reduction of gross proceeds from issuance. The Company does not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2023. Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

Net Loss Per Share

Net Loss Per Share

Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive securities, which include its convertible preferred stock, options to purchase common stock, and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

As of June 30, 2024, several new accounting pronouncements had been issued by the Financial Accounting Standards Board with future adoption dates. All applicable accounting pronouncements will be adopted by the Company by the date required. Management is

reviewing the impact of adoption of all pending accounting pronouncements but is not yet in a position to determine the impact on the Company’s financial statements and the notes thereto.

v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Summary of Financial Assets Measured at Fair Value on Recurring Basis

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

 

 

 

 

 

Fair Value Measurements Using

 

As of June 30, 2024 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

28,130

 

 

$

28,130

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

139,126

 

 

 

 

 

 

139,126

 

 

 

 

Corporate debt securities (2)

 

 

8,801

 

 

 

 

 

 

8,801

 

 

 

 

Total fair value of assets

 

$

176,057

 

 

$

28,130

 

 

$

147,927

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

 

 

 

 

 

Fair Value Measurements Using

 

As of December 31, 2023 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

21,737

 

 

$

21,737

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

92,143

 

 

 

 

 

 

92,143

 

 

 

 

Corporate debt securities (2)

 

 

4,903

 

 

 

 

 

 

4,903

 

 

 

 

Total fair value of assets

 

$

118,783

 

 

$

21,737

 

 

$

97,046

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.
v3.24.2.u1
Investments (Tables)
6 Months Ended
Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Schedule of Available-for-Sale Securities

The following tables summarize investments accounted for as available-for-sale securities (in thousands):

 

 

As of June 30, 2024

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

28,130

 

 

$

 

 

$

 

 

$

28,130

 

U.S. government obligations

 

 

139,179

 

 

 

 

 

 

(53

)

 

 

139,126

 

Corporate debt securities

 

 

8,812

 

 

 

 

 

 

(11

)

 

 

8,801

 

Total cash equivalents and investments

 

$

176,121

 

 

$

 

 

$

(64

)

 

$

176,057

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

28,130

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

147,927

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

176,057

 

 

 

 

As of December 31, 2023

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

21,737

 

 

$

 

 

$

 

 

$

21,737

 

U.S. government obligations

 

 

92,106

 

 

 

58

 

 

 

(21

)

 

 

92,143

 

Corporate debt securities

 

 

4,900

 

 

 

5

 

 

 

(2

)

 

 

4,903

 

Total cash equivalents and investments

 

$

118,743

 

 

$

63

 

 

$

(23

)

 

$

118,783

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

21,737

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

97,046

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

118,783

 

v3.24.2.u1
Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Lab equipment

 

$

4,334

 

 

$

4,264

 

Computers and software

 

 

839

 

 

 

833

 

Leasehold improvements

 

 

1,664

 

 

 

46

 

Furniture and fixtures

 

 

157

 

 

 

157

 

 

 

6,994

 

 

 

5,300

 

Less accumulated depreciation and amortization

 

 

3,255

 

 

 

2,727

 

 

$

3,739

 

 

$

2,573

 

v3.24.2.u1
Accounts Payable and Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Accounts payable

 

$

1,686

 

 

$

2,222

 

Accrued research and development costs

 

 

3,441

 

 

 

1,575

 

Other accrued liabilities

 

 

939

 

 

 

469

 

Total accounts payable and accrued liabilities

 

$

6,066

 

 

$

4,266

 

v3.24.2.u1
Common Stock (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Common Stock Reserved For Future Issuance

Common stock reserved for future issuance consisted of the following:

 

 

As of June 30,

 

 

As of December 31,

 

 

2024

 

 

2023

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

Common stock options issued and outstanding

 

 

4,188,436

 

 

 

2,813,937

 

Equity awards available for future issuance

 

 

2,279,257

 

 

 

861,155

 

Shares available for purchase under the ESPP

 

 

231,919

 

 

 

 

Total

 

 

6,699,612

 

 

 

18,415,932

 

v3.24.2.u1
Stock Options and Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity Under the Plan

Stock option activity under the Plan and certain other related information is as follows:

 

 

Number

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
 Remaining
Term (years)

 

 

Aggregate-
Intrinsic
Value
(in 000’s)

 

Balance as of December 31, 2023

 

 

2,813,937

 

 

$

4.10

 

 

 

7.8

 

 

$

562

 

Granted

 

 

1,393,744

 

 

$

11.16

 

 

 

 

 

 

 

Exercised

 

 

(15,211

)

 

$

3.90

 

 

 

 

 

 

 

Forfeited and expired

 

 

(4,034

)

 

$

4.05

 

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Vested and expected to vest at June 30, 2024

 

 

4,188,436

 

 

$

6.47

 

 

 

8.6

 

 

$

166

 

Exercisable as of June 30, 2024

 

 

1,394,504

 

 

$

4.55

 

 

 

7.6

 

 

$

165

 

Schedule of Stock-based Compensation Expense

Stock-based compensation expense was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development expenses

 

$

888

 

 

$

395

 

 

$

1,412

 

 

$

667

 

General and administrative expenses

 

 

1,247

 

 

 

532

 

 

 

2,051

 

 

 

875

 

Total stock-based compensation

 

$

2,135

 

 

$

927

 

 

$

3,463

 

 

$

1,542

 

Schedule of Weighted-average Assumptions Used in the Black-Scholes Option Pricing Model to Determine the Fair Value of the Stock Options Granted

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted during the following periods were as follows:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Expected option life (in years)

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

 

 

6.0

 

Assumed volatility

 

 

91.3

%

 

 

91.4

%

 

 

94.9

%

 

 

91.5

%

Assumed risk-free interest rate

 

 

4.3

%

 

 

3.9

%

 

 

4.2

%

 

 

3.9

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

v3.24.2.u1
Net Loss Per Common Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Summary of Basic and Diluted Net Loss Per Common Share

The following table summarizes the computation of basic and diluted net loss per common share of the Company (in thousands, except per share data):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(16,976

)

 

$

(12,398

)

 

$

(32,406

)

 

$

(24,117

)

Weighted-average shares of common stock used in
   computing net loss per share, basic and diluted

 

 

22,023

 

 

 

1,206

 

 

 

11,641

 

 

 

1,195

 

Net loss per share, basic and diluted

 

$

(0.77

)

 

$

(10.28

)

 

$

(2.78

)

 

$

(20.18

)

Summary of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The Company excluded the following potential shares of its common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

June 30,

 

 

 

 

2024

 

 

2023

 

 

Conversion of outstanding convertible preferred stock

 

 

 

 

 

14,740,840

 

 

Options to purchase common stock

 

 

4,188,436

 

 

 

2,468,816

 

 

Options early exercised subject to future vesting

 

 

435

 

 

 

2,850

 

 

Total

 

 

4,188,871

 

 

 

17,212,506

 

 

v3.24.2.u1
Organization and Basis of Presentation - Additional Information (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Apr. 02, 2024
USD ($)
$ / shares
shares
Mar. 19, 2024
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Organization, Consolidation and Presentation of Financial Statements [Line Items]          
Entity Incorporation, State or Country Code       DE  
Net proceeds | $       $ 93,000  
Common stock, shares authorized 700,000,000   700,000,000 700,000,000 402,600,000
Common stock, par value | $ / shares $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001
Preferred stock, shares authorized 70,000,000   70,000,000 70,000,000 0
Preferred stock, par value | $ / shares $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001
Reverse stock split, description       On March 19, 2024, the Company effected a one-for-19.5 reverse stock split of its issued and outstanding shares of common stock.  
Reverse stock split ratio   0.05      
Accumulated deficit | $     $ (168,515) $ (168,515) $ (136,109)
Cash, cash equivalents, and short-term investments | $     $ 179,300 $ 179,300  
Common Stock          
Organization, Consolidation and Presentation of Financial Statements [Line Items]          
Shares sold     6,250,000    
IPO          
Organization, Consolidation and Presentation of Financial Statements [Line Items]          
Shares sold 6,250,000        
Share price | $ / shares $ 16        
Net proceeds | $ $ 87,700        
Convertible preferred stock converted into common stock 14,740,840        
v3.24.2.u1
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Segment
Apr. 02, 2024
shares
Dec. 31, 2023
USD ($)
Summary of Significant Accounting Policies [Line Items]      
Increase in federally insured limits $ 2,900    
Deferred offering costs $ 0   $ 2,200
Number of operating segments | Segment 1    
IPO      
Summary of Significant Accounting Policies [Line Items]      
Convertible preferred stock converted into common stock | shares   14,740,840  
v3.24.2.u1
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets $ 176,057 $ 118,783
Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 28,130 21,737
U.S. Government Obligations    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 139,126 92,143
Corporate Debt Securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 8,801 4,903
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 28,130 21,737
Level 1 | Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 28,130 21,737
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 147,927 97,046
Level 2 | U.S. Government Obligations    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets 139,126 92,143
Level 2 | Corporate Debt Securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total fair value of assets $ 8,801 $ 4,903
v3.24.2.u1
Fair Value Measurements - Additional Information (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Fair value assets transfer between levels $ 0 $ 0
v3.24.2.u1
Investments - Schedule of Available-for-Sale Securities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]    
Acquisition Cost $ 176,121 $ 118,743
Unrealized Gain   63
Unrealized Loss (64) (23)
Estimated Fair Value 176,057 118,783
Short-term Investments    
Debt Securities, Available-for-Sale [Line Items]    
Estimated Fair Value 147,927 97,046
U.S. Government Obligations    
Debt Securities, Available-for-Sale [Line Items]    
Acquisition Cost 139,179 92,106
Unrealized Gain   58
Unrealized Loss (53) (21)
Estimated Fair Value 139,126 92,143
Corporate Debt Securities    
Debt Securities, Available-for-Sale [Line Items]    
Acquisition Cost 8,812 4,900
Unrealized Gain   5
Unrealized Loss (11) (2)
Estimated Fair Value 8,801 4,903
Cash Equivalents    
Debt Securities, Available-for-Sale [Line Items]    
Estimated Fair Value 28,130 21,737
Money Market Funds    
Debt Securities, Available-for-Sale [Line Items]    
Acquisition Cost 28,130 21,737
Estimated Fair Value $ 28,130 $ 21,737
v3.24.2.u1
Investments - Additional Information (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Securities
Dec. 31, 2023
USD ($)
Securities
Investments, Debt and Equity Securities [Abstract]    
Number of available-for-sale securities | Securities 39 24
Estimated fair value of gross unrealized loss positions | $ $ 145.5 $ 40.3
v3.24.2.u1
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 6,994 $ 5,300
Less accumulated depreciation and amortization 3,255 2,727
Property and equipment, net 3,739 2,573
Lab equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,334 4,264
Computers and software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 839 833
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,664 46
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 157 $ 157
v3.24.2.u1
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation and amortization expense $ 0.3 $ 0.2 $ 0.5 $ 0.5
v3.24.2.u1
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 1,686 $ 2,222
Accrued research and development costs 3,441 1,575
Other accrued liabilities 939 469
Total accounts payable and accrued liabilities $ 6,066 $ 4,266
v3.24.2.u1
Lease Agreements - Additional Information (Details)
6 Months Ended
Dec. 31, 2021
USD ($)
ft²
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Nov. 30, 2021
Lessee, Lease, Description [Line Items]          
Net ROU asset   $ 754,000   $ 2,002,000  
Standby letter-of-credit   500,000      
Upfront payments under lease agreements   800,000      
Cash paid for operating leases   1,400,000 $ 1,400,000    
2022 Lease          
Lessee, Lease, Description [Line Items]          
Operating lease term         14 days
Net ROU asset   800,000      
Lease obligation   800,000      
Estimated incremental borrowing rate         8.00%
Future minimum lease payments   800,000      
Imputed interest   7,000      
2024 Lease          
Lessee, Lease, Description [Line Items]          
Area of Square Feet | ft² 80,000        
Tenant improvement allowances $ 22,000,000        
Base lease payments   $ 71,900,000      
Right to extend the term   60 months      
Other Long-term Assets          
Lessee, Lease, Description [Line Items]          
Upfront payments under lease agreements   $ 500,000   $ 500,000  
v3.24.2.u1
Convertible Preferred Stock - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 2 Months Ended 6 Months Ended
Apr. 30, 2021
Jul. 31, 2020
Jun. 30, 2019
Aug. 31, 2018
May 31, 2023
Jun. 30, 2023
Jun. 30, 2024
Apr. 02, 2024
Dec. 31, 2023
Temporary Equity [Line Items]                  
Convertible preferred stock, shares issued             0   287,446,844
Convertible preferred stock, par value             $ 0.0001   $ 0.0001
Aggregate net proceeds from issuance of convertible preferred stock           $ 100,000      
IPO                  
Temporary Equity [Line Items]                  
Convertible Preferred Stock, Shares Issued upon Conversion               14,740,840  
Series A Convertible Preferred Stock                  
Temporary Equity [Line Items]                  
Convertible preferred stock, shares issued   33,189,295 26,046,438 7,142,857          
Convertible preferred stock, par value   $ 0.7 $ 0.7 $ 0.7          
Aggregate net proceeds from issuance of convertible preferred stock   $ 23,200 $ 18,100 $ 4,900          
Series B Convertible Preferred Stock                  
Temporary Equity [Line Items]                  
Convertible preferred stock, shares issued 78,211,116                
Convertible preferred stock, par value $ 1.35                
Aggregate net proceeds from issuance of convertible preferred stock $ 105,300                
Series C Convertible Preferred Stock                  
Temporary Equity [Line Items]                  
Convertible preferred stock, shares issued         142,857,138        
Convertible preferred stock, par value         $ 0.7        
Aggregate net proceeds from issuance of convertible preferred stock         $ 99,700        
v3.24.2.u1
Common Stock - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
Vote
Subsidiary, Sale of Stock [Line Items]  
Common stock, voting rights The holder of each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of the holders of common stock.
Number of vote 1
v3.24.2.u1
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares
Jun. 30, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Common stock reserved for future issuance 6,699,612 18,415,932
Common Stock Options Issued and Outstanding    
Class of Stock [Line Items]    
Common stock reserved for future issuance 4,188,436 2,813,937
Equity Awards Available for Future Issuance    
Class of Stock [Line Items]    
Common stock reserved for future issuance 2,279,257 861,155
Shares Available for Purchase Under the ESPP    
Class of Stock [Line Items]    
Common stock reserved for future issuance 231,919  
Conversion of Outstanding Convertible Preferred Stock    
Class of Stock [Line Items]    
Common stock reserved for future issuance   14,740,840
v3.24.2.u1
Stock Options and Stock-Based Compensation - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Apr. 02, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Intrinsic value of options exercised   $ 1,000 $ 4,000 $ 32,000 $ 11,000    
Unrecognized compensation cost related to outstanding time-based options   $ 21,200,000   $ 21,200,000      
Unrecognized compensation cost expected to be recognized over a weighted-average period       2 years 10 months 24 days      
Weighted-average grant date per share fair value of options granted   $ 4.55 $ 5.64 $ 11.59 $ 5.64    
Common stock reserved for future issuance   6,699,612   6,699,612     18,415,932
Stock-based compensation   $ 2,135,000 $ 927,000 $ 3,463,000 $ 1,542,000    
Common stock, shares authorized   700,000,000   700,000,000   700,000,000 402,600,000
ESPP              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Unrecognized compensation cost related to outstanding time-based options   $ 800,000   $ 800,000      
Unrecognized compensation cost expected to be recognized over a weighted-average period       1 year 3 months 14 days      
Offering period 24 months            
Purchase period 6 months            
Percentage of fair market value of common stock purchase price 85.00%            
Common stock reserved for future issuance 231,919            
Stock-based compensation   300,000 $ 0 $ 300,000 $ 0    
Share-based payment arrangement, withheld on behalf of employees for future purchases   $ 100,000   $ 100,000      
Shares issued under ESPP   0 0 0 0    
Percentage of outstanding common stock maximum 1.00%            
2024 Incentive Plan              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Term of the plan 10 years            
Percentage of excise price 100.00%            
Number of shares authorized for issuance   2,832,714   2,832,714      
Number of shares remained available for grant   2,279,257   2,279,257      
Percentage of outstanding common stock maximum 5.00%            
2024 Incentive Plan | Employee Stock Option              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Expiration period 10 years            
2024 Incentive Plan | Employee Stock Option | Minimum              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Vesting period 36 months            
2024 Incentive Plan | Employee Stock Option | Maximum              
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]              
Vesting period 48 months            
v3.24.2.u1
Stock Options and Stock-Based Compensation - Schedule of Stock Option Activity Under the Plan (Details)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Share-Based Payment Arrangement [Abstract]    
Beginning balance, Number | shares 2,813,937  
Granted | shares 1,393,744  
Exercise of stock options, shares | shares (15,211)  
Forfeited and expired | shares (4,034)  
Ending balance, Number | shares 4,188,436 2,813,937
Vested and expected to vest | shares 4,188,436  
Exercisable | shares 1,394,504  
Beginning balance, Weighted-Average Exercise Price | $ / shares $ 4.1  
Weighted-Average Exercise Price, Granted | $ / shares 11.16  
Weighted-Average Exercise Price, Exercised | $ / shares 3.9  
Weighted-Average Exercise Price, Forfeited and expired | $ / shares 4.05  
Ending balance, Weighted-Average Exercise Price | $ / shares 6.47 $ 4.1
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares 6.47  
Weighted-Average Exercise Price, Exercisable | $ / shares $ 4.55  
Weighted-Average Remaining Term (years) 8 years 7 months 6 days 7 years 9 months 18 days
Weighted-Average Remaining Term (years), Vested and expected to vest 8 years 7 months 6 days  
Weighted-Average Remaining Term (years), Exercisable 7 years 7 months 6 days  
Aggregate-Intrinsic Value | $ $ 166 $ 562
Aggregate-Intrinsic Value, Vested and expected to vest | $ 166  
Aggregate-Intrinsic Value, Exercisable | $ $ 165  
v3.24.2.u1
Stock Options and Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation $ 2,135 $ 927 $ 3,463 $ 1,542
Research and Development Expenses        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation 888 395 1,412 667
General and Administrative Expenses        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation $ 1,247 $ 532 $ 2,051 $ 875
v3.24.2.u1
Stock Options and Stock-Based Compensation - Schedule of Weighted-average Assumptions Used in the Black-Scholes Option Pricing Model to Determine the Fair Value of the Stock Options Granted (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]        
Expected option life (in years) 6 years 6 years 6 years 6 years
Assumed volatility 91.30% 91.40% 94.90% 91.50%
Assumed risk-free interest rate 4.30% 3.90% 4.20% 3.90%
v3.24.2.u1
Net Loss Per Common Share - Summary of Basic and Diluted Net Loss Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]        
Net loss $ (16,976) $ (12,398) $ (32,406) $ (24,117)
Weighted-average shares of common stock used in computing net loss per share, basic 22,023 1,206 11,641 1,195
Weighted-average shares of common stock used in computing net loss per share, diluted 22,023 1,206 11,641 1,195
Net loss per share - basic $ (0.77) $ (10.28) $ (2.78) $ (20.18)
Net loss per share - diluted $ (0.77) $ (10.28) $ (2.78) $ (20.18)
v3.24.2.u1
Net Loss Per Common Share - Summary of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share 4,188,871 17,212,506
Conversion of Outstanding Convertible Preferred Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share 0 14,740,840
Options to Purchase Common Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share 4,188,436 2,468,816
Options Early Exercised Subject to Future Vesting    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share 435 2,850

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