SEC Filing | RAPT Therapeutics, Inc.

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rapt-10q_20190930.htm

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

☐	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.

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.

RAPT THERAPEUTICS, INC.

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
Signature		58

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

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.

RAPT THERAPEUTICS, INC.

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.

RAPT THERAPEUTICS, INC.

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	)

												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		—			—			—			347
Foreign currency translation adjustment		—		—		—			—		—		—			—			2			2
Net loss		—		—		—			—		—		—			(10,622	)		—			(10,622	)
Balance at June 30, 2019		104,803,325