UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2019
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: 001-38997
RAPT Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
47-3313701 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
561 Eccles Avenue
South San Francisco, California 94080
(Address of principal executive offices and zip code)
(650) 489-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock $0.0001 par value per share |
RAPT |
Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|
|
|
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
|
|
|
|
|
|
|
Emerging growth company |
|
☒ |
|
|
|
|
If 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 December 6, 2019, there were 21,831,103 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
|
|
|
Page No. |
|
|
||
|
|
|
|
Item 1. |
|
3 |
|
|
Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 |
|
3 |
|
|
4 |
|
|
|
5 |
|
|
|
7 |
|
|
|
8 |
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
16 |
Item 3. |
|
21 |
|
Item 4. |
|
21 |
|
|
|
|
|
|
|
||
|
|
|
|
Item 1. |
|
22 |
|
Item 1A. |
|
22 |
|
Item 2. |
|
55 |
|
Item 3. |
|
56 |
|
Item 4. |
|
56 |
|
Item 5. |
|
56 |
|
Item 6. |
|
57 |
|
|
58 |
RAPT THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2019 |
|
|
2018 |
|
||
|
|
|
|
|
|
(Note 2) |
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
48,310 |
|
|
$ |
63,798 |
|
Prepaid expenses and other current assets |
|
|
2,914 |
|
|
|
1,264 |
|
Total current assets |
|
|
51,224 |
|
|
|
65,062 |
|
Property and equipment, net |
|
|
4,002 |
|
|
|
4,159 |
|
Other assets |
|
|
3,143 |
|
|
|
389 |
|
Total assets |
|
$ |
58,369 |
|
|
$ |
69,610 |
|
Liabilities, Convertible Preferred Stock and Stockholders' Deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,590 |
|
|
$ |
1,771 |
|
Accrued expenses |
|
|
3,410 |
|
|
|
2,488 |
|
Other current liabilities |
|
|
457 |
|
|
|
384 |
|
Total current liabilities |
|
|
5,457 |
|
|
|
4,643 |
|
Deferred rent, net of current portion |
|
|
2,219 |
|
|
|
969 |
|
Commitments |
|
|
|
|
|
|
|
|
Convertible preferred stock |
|
|
175,490 |
|
|
|
161,111 |
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
- |
|
|
|
- |
|
Common stock |
|
|
1 |
|
|
|
1 |
|
Additional paid-in capital |
|
|
23,923 |
|
|
|
22,441 |
|
Related party promissory note for the purchase of common stock |
|
|
— |
|
|
|
(598 |
) |
Accumulated other comprehensive income/(loss) |
|
|
13 |
|
|
|
(4 |
) |
Accumulated deficit |
|
|
(148,734 |
) |
|
|
(118,953 |
) |
Total stockholders' (deficit) equity |
|
|
(124,797 |
) |
|
|
(97,113 |
) |
Total liabilities, convertible preferred stock and stockholders' (deficit) |
|
$ |
58,369 |
|
|
$ |
69,610 |
|
See accompanying notes to condensed consolidated financial statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
$ |
8,582 |
|
|
$ |
9,181 |
|
|
$ |
24,720 |
|
|
$ |
23,387 |
|
General and administrative |
|
|
1,733 |
|
|
|
1,364 |
|
|
|
6,094 |
|
|
|
3,889 |
|
Total operating expenses |
|
|
10,315 |
|
|
|
10,545 |
|
|
|
30,814 |
|
|
|
27,276 |
|
Loss from operations |
|
|
10,315 |
|
|
|
10,545 |
|
|
|
30,814 |
|
|
|
27,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
344 |
|
|
|
261 |
|
|
|
1,033 |
|
|
|
559 |
|
Net loss |
|
$ |
(9,971 |
) |
|
$ |
(10,284 |
) |
|
$ |
(29,781 |
) |
|
$ |
(26,717 |
) |
Other comprehensive income/(loss) |
|
|
15 |
|
|
|
(4 |
) |
|
|
17 |
|
|
|
(4 |
) |
Total comprehensive loss |
|
$ |
(9,956 |
) |
|
$ |
(10,288 |
) |
|
$ |
(29,764 |
) |
|
$ |
(26,721 |
) |
Net loss per share, basic and diluted |
|
$ |
(12.41 |
) |
|
$ |
(15.90 |
) |
|
$ |
(40.15 |
) |
|
$ |
(45.11 |
) |
Weighted average number of shares used in computing net loss per share, basic and diluted |
|
|
803,229 |
|
|
|
646,800 |
|
|
|
741,711 |
|
|
|
592,237 |
|
See accompanying notes to condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(In thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Promissory Notes |
|
|
|
|
|
|
Other |
|
|
Total |
|
||||
|
|
Convertible Preferred Stock |
|
|
Common Stock |
|
|
Paid-In |
|
|
for the Purchase |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders' |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
of Common Stock |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Deficit |
|
|||||||||
Balance at December 31, 2017 |
|
|
75,563,784 |
|
|
$ |
108,643 |
|
|
|
880,191 |
|
|
$ |
1 |
|
|
$ |
21,005 |
|
|
$ |
(605 |
) |
|
$ |
(82,806 |
) |
|
$ |
— |
|
|
$ |
(62,405 |
) |
Issuance cost related to Series C convertible preferred stock preferred stock |
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon exercise of stock options, net of repurchase |
|
|
— |
|
|
|
— |
|
|
|
5,159 |
|
|
|
— |
|
|
|
90 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
90 |
|
Repurchase of common stock from related party |
|
|
— |
|
|
|
— |
|
|
|
(8,333 |
) |
|
|
— |
|
|
|
— |
|
|
|
17 |
|
|
|
— |
|
|
|
— |
|
|
|
17 |
|
Interest on promissory notes from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
294 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
294 |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,232 |
) |
|
|
— |
|
|
|
(8,232 |
) |
Balance at March 31, 2018 |
|
|
75,563,784 |
|
|
$ |
108,639 |
|
|
|
877,017 |
|
|
$ |
1 |
|
|
$ |
21,389 |
|
|
$ |
(591 |
) |
|
$ |
(91,038 |
) |
|
$ |
— |
|
|
$ |
(70,239 |
) |
Issuance cost related to Series C convertible preferred stock preferred stock, net of issuance costs |
|
|
13,054,684 |
|
|
|
29,918 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon exercise of stock options, net of repurchase |
|
|
— |
|
|
|
— |
|
|
|
(5,849 |
) |
|
|
— |
|
|
|
47 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47 |
|
Repurchase of common stock from related party |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Interest on promissory notes from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
286 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
286 |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,204 |
) |
|
|
— |
|
|
|
(8,204 |
) |
Balance at June 30, 2018 |
|
|
88,618,468 |
|
|
$ |
138,557 |
|
|
|
871,169 |
|
|
$ |
1 |
|
|
$ |
21,722 |
|
|
$ |
(593 |
) |
|
$ |
(99,242 |
) |
|
$ |
— |
|
|
$ |
(78,112 |
) |
Issuance cost related to Series C convertible preferred stock preferred stock, net of issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon exercise of stock options, net of repurchase |
|
|
— |
|
|
|
— |
|
|
|
(2,277 |
) |
|
|
— |
|
|
|
60 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
60 |
|
Repurchase of common stock from related party |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Interest on promissory notes from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
295 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
295 |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(4 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,284 |
) |
|
|
— |
|
|
|
(10,284 |
) |
Balance at September 30, 2018 |
|
|
88,618,468 |
|
|
$ |
138,557 |
|
|
|
868,892 |
|
|
$ |
1 |
|
|
$ |
22,077 |
|
|
$ |
(596 |
) |
|
$ |
(109,526 |
) |
|
$ |
(4 |
) |
|
$ |
(88,048 |
) |
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Promissory Notes |
|
|
|
|
|
|
Other |
|
|
Total |
|
||||
|
|
Convertible Preferred Stock |
|
|
Common Stock |
|
|
Paid-In |
|
|
for the Purchase |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders' |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
of Common Stock |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Deficit |
|
|||||||||
Balance at December 31, 2018 |
|
|
98,491,880 |
|
|
$ |
161,111 |
|
|
|
878,413 |
|
|
$ |
1 |
|
|
$ |
22,441 |
|
|
$ |
(598 |
) |
|
$ |
(118,953 |
) |
|
$ |
(4 |
) |
|
$ |
(97,113 |
) |
Issuance of Series C-2 convertible preferred stock, net of issuance costs |
|
|
3,039,908 |
|
|
|
6,947 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon exercise of stock options, net of repurchase |
|
|
— |
|
|
|
— |
|
|
|
3,685 |
|
|
|
— |
|
|
|
66 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
66 |
|
Repurchase of common stock from related party |
|
|
— |
|
|
|
— |
|
|
|
(53,649 |
) |
|
|
— |
|
|
|
— |
|
|
|
109 |
|
|
|
— |
|
|
|
— |
|
|
|
109 |
|
Interest on promissory notes from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
377 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
377 |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,188 |
) |
|
|
— |
|
|
|
(9,188 |
) |
Balance at March 31, 2019 |
|
|
101,531,788 |
|
|
$ |
168,058 |
|
|
|
828,449 |
|
|
$ |
1 |
|
|
$ |
22,884 |
|
|
$ |
(491 |
) |
|
$ |
(128,141 |
) |
|
$ |
(4 |
) |
|
$ |
(105,751 |
) |
Issuance of Series C-2 convertible preferred stock, net of issuance costs |
|
|
3,271,537 |
|
|
|
7,451 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon exercise of stock options, net of repurchase |
|
|
— |
|
|
|
— |
|
|
|
13,996 |
|
|
|
— |
|
|
|
34 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34 |
|
Repurchase of common stock from related party |
|
|
— |
|
|
|
— |
|
|
|
(29,686 |
) |
|
|
— |
|
|
|
— |
|
|
|
65 |
|
|
|
— |
|
|
|
— |
|
|
|
65 |
|
Paydown of promissory notes from related parties for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
73 |
|
|
|
— |
|
|
|
— |
|
|
|
73 |
|
Forgiveness of promissory notes from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for purchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
353 |
|
|
|
|
|
|
|
|
|
|
|
353 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
347 |
|
|
|
— |
|
|
|
— |
|
|
|
— |