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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, 2022

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: 001-39512

 

 

Metacrine, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

47-2297384

(State or other jurisdiction of

incorporation or organization)

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

4225 Executive Square, Suite 600

San Diego, California

92037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 369-7800

 

 

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

 

MTCR

 

The Nasdaq Capital 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, a 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  

The number of outstanding shares of the registrant’s common stock on November 9, 2022 was 42,569,515.

 

 

 


 

Metacrine, Inc.

Table of Contents

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

1

Item 2.

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

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

26

Item 1A.

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults Upon Senior Securities

70

Item 4.

Mine Safety Disclosures

70

Item 5.

Other Information

70

Item 6.

Exhibits

70

 

 

 

 


 

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Metacrine, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except par value and share amounts)

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

52,752

 

 

$

48,910

 

Short-term investments

 

 

 

 

 

27,517

 

Prepaid expenses and other current assets

 

 

2,285

 

 

 

2,313

 

Total current assets

 

 

55,037

 

 

 

78,740

 

Property and equipment, net

 

 

 

 

 

347

 

Operating lease right-of-use asset

 

 

 

 

 

902

 

Total assets

 

$

55,037

 

 

$

79,989

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

691

 

 

$

368

 

Accrued liabilities

 

 

2,630

 

 

 

6,567

 

Current portion of operating lease liability

 

 

 

 

 

825

 

Current portion of long-term debt

 

 

1,208

 

 

 

 

Total current liabilities

 

 

4,529

 

 

 

7,760

 

Operating lease liability, net of current portion

 

 

 

 

 

181

 

Long-term debt, net of debt discount

 

 

12,580

 

 

 

13,303

 

Other long-term liabilities

 

 

863

 

 

 

1,390

 

Commitments and contingencies (Note 3)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; authorized shares – 10,000,000 as of September 30, 2022 and December 31, 2021; issued and outstanding shares – none as of September 30, 2022 and December 31, 2021

 

 

 

 

 

 

Common stock, $0.0001 par value; authorized shares – 200,000,000 as of September 30, 2022 and December 31, 2021; issued shares – 42,569,515 and 42,110,560 as of September 30, 2022 and December 31, 2021, respectively; outstanding shares – 42,569,515 and 42,108,428 as of September 30, 2022 and December 31, 2021, respectively

 

 

4

 

 

 

4

 

Additional paid-in-capital

 

 

244,677

 

 

 

240,309

 

Accumulated other comprehensive loss

 

 

 

 

 

(5

)

Accumulated deficit

 

 

(207,616

)

 

 

(182,953

)

Total stockholders’ equity

 

 

37,065

 

 

 

57,355

 

Total liabilities and stockholders’ equity

 

$

55,037

 

 

$

79,989

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

1


 

Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

1,322

 

 

$

14,072

 

 

$

10,311

 

 

$

36,297

 

General and administrative

 

 

3,842

 

 

 

4,007

 

 

 

12,736

 

 

 

11,695

 

Restructuring charges

 

 

 

 

 

 

 

 

902

 

 

 

 

Gain from lease termination and asset sale

 

 

 

 

 

 

 

 

(508

)

 

 

 

Total operating expenses

 

 

5,164

 

 

 

18,079

 

 

 

23,441

 

 

 

47,992

 

Loss from operations

 

 

(5,164

)

 

 

(18,079

)

 

 

(23,441

)

 

 

(47,992

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

228

 

 

 

22

 

 

 

318

 

 

 

85

 

Interest expense

 

 

(550

)

 

 

(252

)

 

 

(1,475

)

 

 

(743

)

Other expense, net

 

 

(35

)

 

 

(19

)

 

 

(65

)

 

 

(31

)

Total other income (expense)

 

 

(357

)

 

 

(249

)

 

 

(1,222

)

 

 

(689

)

Net loss

 

$

(5,521

)

 

$

(18,328

)

 

$

(24,663

)

 

$

(48,681

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale securities, net

 

 

20

 

 

 

(5

)

 

 

5

 

 

 

1

 

Comprehensive loss

 

$

(5,501

)

 

$

(18,333

)

 

$

(24,658

)

 

$

(48,680

)

Net loss per share, basic and diluted

 

$

(0.13

)

 

$

(0.69

)

 

$

(0.58

)

 

$

(1.85

)

Weighted average shares of common stock outstanding, basic and diluted

 

 

42,569,515

 

 

 

26,521,689

 

 

 

42,376,858

 

 

 

26,300,676

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

2


Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

Operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(24,663

)

 

$

(48,681

)

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

 

 

 

 

 

 

 

 

Depreciation

 

 

68

 

 

 

227

 

Stock-based compensation

 

 

4,364

 

 

 

5,260

 

Non-cash interest expense

 

 

485

 

 

 

193

 

Amortization (accretion) of premiums/discounts on investments, net

 

 

(2

)

 

 

320

 

Amortization of right-of-use asset

 

 

179

 

 

 

502

 

Gain on lease termination and asset sale

 

 

(508

)

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

28

 

 

 

1,995

 

Accounts payable and accrued liabilities

 

 

(4,138

)

 

 

5,407

 

Lease liability

 

 

(196

)

 

 

(549

)

Net cash used in operating activities

 

 

(24,383

)

 

 

(35,326

)

Investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

 

 

 

(8

)

Proceeds from asset sale

 

 

700

 

 

 

 

Purchases of short-term investments

 

 

(12,676

)

 

 

(39,176

)

Sales and maturities of short-term investments

 

 

40,200

 

 

 

65,941

 

Net cash provided by investing activities

 

 

28,224

 

 

 

26,757

 

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from exercise of common stock options

 

 

 

 

 

1,096

 

Repurchase of unvested common stock

 

 

 

 

 

(1

)

Deferred issuance costs

 

 

 

 

 

(37

)

Proceeds from issuance of common stock from employee stock purchase plan

 

 

1

 

 

 

147

 

Net cash provided by financing activities

 

 

1

 

 

 

1,205

 

Net increase (decrease) in cash and cash equivalents

 

 

3,842

 

 

 

(7,364

)

Cash and cash equivalents at beginning of period

 

 

48,910

 

 

 

24,393

 

Cash and cash equivalents at end of period

 

$

52,752

 

 

$

17,029

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

962

 

 

$

552

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Vesting of common stock

 

$

3

 

 

$

20

 

Issuance costs in accounts payable and accrued liabilities

 

 

 

 

 

401

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

3


 

 

Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Nine Months Ended September 30, 2022 and 2021

(In thousands, except share amounts)

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Accumulated

other

comprehensive income (loss)

 

 

Accumulated

deficit

 

 

Total

stockholders'

equity

 

Balance as of December 31, 2021

 

 

42,108,428

 

 

$

4

 

 

$

240,309

 

 

$

(5

)

 

$

(182,953

)

 

$

57,355

 

Stock-based compensation

 

 

 

 

 

 

 

 

4,364

 

 

 

 

 

 

 

 

 

4,364

 

Vesting of early exercised stock options

 

 

2,132

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Vesting of restricted stock units

 

 

453,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock from employee stock purchase plan

 

 

5,455

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Unrealized gain on investment securities

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,663

)

 

 

(24,663

)

Balance as of September 30, 2022

 

 

42,569,515

 

 

$

4

 

 

$

244,677

 

 

$

 

 

$

(207,616

)

 

$

37,065

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Accumulated

other

comprehensive

income

 

 

Accumulated

deficit

 

 

Total

stockholders'

equity

 

Balance as of December 31, 2020

 

 

25,969,442

 

 

$

3

 

 

$

210,021

 

 

$

1

 

 

$

(120,746

)

 

$

89,279

 

Stock-based compensation

 

 

 

 

 

 

 

 

5,260

 

 

 

 

 

 

 

 

 

5,260

 

Exercise of stock options

 

 

489,179

 

 

 

 

 

 

1,096

 

 

 

 

 

 

 

 

 

1,096

 

Vesting of early exercised stock options

 

 

28,262

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

20

 

Issuance of common stock from employee stock purchase plan

 

 

48,335

 

 

 

 

 

 

147

 

 

 

 

 

 

 

 

 

147

 

Unrealized gain on investment securities

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(48,681

)

 

 

(48,681

)

Balance as of September 30, 2021

 

 

26,535,218

 

 

$

3

 

 

$

216,544

 

 

$

2

 

 

$

(169,427

)

 

$

47,122

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.


4


 

 

Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Three Months Ended September 30, 2022 and 2021

(In thousands, except share amounts)

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Accumulated

other

comprehensive

income (loss)

 

 

Accumulated

deficit

 

 

Total

stockholders'

equity

 

Balance as of June 30, 2022

 

 

42,569,515

 

 

$

4

 

 

$

243,595

 

 

$

(20

)

 

$

(202,095

)

 

$

41,484

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,082

 

 

 

 

 

 

 

 

 

1,082

 

Unrealized gain on investment securities

 

 

 

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

20

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,521

)

 

 

(5,521

)

Balance as of September 30, 2022

 

 

42,569,515

 

 

$

4

 

 

$

244,677

 

 

$

 

 

$

(207,616

)

 

$

37,065

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Accumulated

other

comprehensive

income (loss)

 

 

Accumulated

deficit

 

 

Total

stockholders'

equity

 

Balance as of June 30, 2021

 

 

26,505,924

 

 

$

3

 

 

$

214,348

 

 

$

7

 

 

$

(151,099

)

 

$

63,259

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,154

 

 

 

 

 

 

 

 

 

2,154

 

Exercise of stock options

 

 

22,368

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Vesting of early exercised stock options

 

 

6,926

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

5

 

Unrealized loss on investment securities

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,328

)

 

 

(18,328

)

Balance as of September 30, 2021

 

 

26,535,218

 

 

$

3

 

 

$

216,544

 

 

$

2

 

 

$

(169,427

)

 

$

47,122

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

 

 

5


 

 

Metacrine, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies

Organization

Metacrine, Inc. (the “Company”) was incorporated in the state of Delaware on September 17, 2014 and is based in San Diego, California. The Company is a clinical-stage biopharmaceutical company currently focused on developing differentiated therapies for patients with gastrointestinal (“GI”) diseases.

Principles of Consolidation and Basis of Presentation

In May 2019, the Company established a wholly-owned Australian subsidiary, Metacrine, Pty Ltd, in order to conduct various clinical activities for its product candidates. The unaudited condensed consolidated financial statements include the accounts of the Company and Metacrine, Pty Ltd. The functional currency of both the Company and Metacrine, Pty Ltd is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the balance sheet date except for nonmonetary assets, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense) in the unaudited condensed consolidated statements of operations and comprehensive loss. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on March 30, 2022.

Proposed Merger with Equillium

On September 6, 2022, the Company entered into an Agreement and Plan of Merger (as amended on October 26, 2022, the “Merger Agreement”) with Equillium, Inc., a Delaware corporation (“Equillium”), Equillium Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Equillium (“Acquisition Sub”), Triumph Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquisition Sub (“Acquisition Sub II”), and Triumph Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquisition Sub II (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of certain closing conditions described in the Merger Agreement, Merger Sub will be merged with and into the Company, and the Company will continue as the surviving corporation and an indirect, wholly owned subsidiary of Equillium (the “Merger”).

Pursuant to the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the closing of the Merger (the “Closing”) will be cancelled and converted into the right to receive consideration per share consisting of (i) the exchange ratio determined by dividing (x) (a) 125% of the Company’s net cash as of the Closing by (b) the price per share of Equillium’s common stock, par value $0.0001 per share (“Equillium Common Stock”) determined based on the 10 day trading volume weighted average price per share of Equillium Common Stock calculated 10 trading days prior to the date of the Closing, provided that the price per share of Equillium Common Stock shall be no less than $2.70 and no more than $4.50 by (y) the aggregate fully diluted shares of the Company’s common stock, plus (ii) any cash payable in lieu of fractional shares of Equillium Common Stock.

The consummation of the Merger is subject to certain closing conditions, including (i) the Company’s net cash being no less than $23,000,000, (ii) the absence of certain legal impediments, (iii) the effectiveness of a registration statement on Form S-4 filed with the SEC on October 27, 2022, (iv) adoption of the Merger Agreement by the holders of a majority of the Company’s outstanding common stock at a meeting of the Company’s stockholders, and (v) approval of the issuance of shares of Equillium Common Stock in the Merger by the majority of the votes cast at a meeting of Equillium’s stockholders (provided that a quorum exists). The Merger Agreement has been approved by the Company’s board of directors and Equillium’s board of directors.

The Merger Agreement contains certain termination rights for both Equillium and the Company and further provides that, in connection with the termination of the Merger Agreement by the Company under certain circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to a superior proposal, the Company must pay Equillium a termination fee of $1.25 million. In connection with the termination of the Merger Agreement by Equillium under certain circumstances, including termination by Equillium to accept and enter into a definitive agreement with respect to a superior proposal, Equillium must pay the Company a termination fee of $1.75 million.

Liquidity and Capital Resources

From its inception through September 30, 2022, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital, researching, discovering and developing its pipeline in farnesoid X receptor (“FXR”), and other drug targets, and general and administrative support for these operations and has funded its operations primarily with the net proceeds from the issuance of convertible preferred stock, common stock, and long-term debt. The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $207.6 million as of September 30, 2022. Management expects the Company will incur substantial operating losses for the foreseeable future in order to complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval. The Company will need to finance its operations through a combination of equity offerings, debt financings, strategic transactions, collaborations, and other similar

6


Metacrine, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

 

arrangements. As of September 30, 2022, the Company had available cash and cash equivalents of $52.8 million and working capital of $50.5 million to fund future operations. Management has prepared cash flow forecasts which indicate that, based on the Company’s current cash resources available and working capital, the Company will have sufficient resources to fund its operations for at least one year after the date the financial statements are issued.

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities. The most significant estimates in the Company’s unaudited condensed consolidated financial statements relate to accruals for research and development expenses and stock-based compensation. These estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, money market funds, and commercial paper. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents are valued at cost, which approximates fair value.

Short-Term Investments

The Company has classified short-term investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all short-term investments with maturity dates beyond three months at the date of purchase as current assets in the accompanying unaudited condensed consolidated balance sheets. Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument. Short-term investments are reported at their estimated fair value. The Company reviews its short-term investments in unrealized loss positions at each reporting date to assess whether the decline in their fair value is due to credit-related factors. The credit portion of unrealized losses and any subsequent improvements are recorded in other income (expense) through an allowance account. Unrealized gains and losses that are not credit-related are included in other comprehensive (income) loss as a component of stockholders’ equity until realized. Realized gains and losses are determined using the specific identification method and are included in other income (expense). As of September 30, 2022, the Company did not report any short-term investments.

Fair Value Measurement

The Company accounts for certain assets and liabilities at their fair value. The Company uses the following fair value hierarchy to indicate the extent to which the inputs used to determine fair value are observable in the market:

 

Level 1: Inputs are based on quoted prices for identical assets in active markets.

 

Level 2: Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and 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.

Property and Equipment, Net

Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful life of the related assets (generally three to five years). Leasehold improvements are stated at cost and amortized on a straight-line basis over the lesser of the remaining lease term or the estimated useful life of the leasehold improvements. Repairs and maintenance costs are charged to expense as incurred. The Company sold its property and equipment on March 31, 2022 in connection with the termination of the facility lease for its former corporate headquarters. Refer to Note 3 in the unaudited condensed consolidated financial statements for further discussion.

Leases

At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for

7


Metacrine, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

 

consideration over a period of time. Lease terms are determined at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. For its long-term operating leases, the Company recognizes a lease liability and a right-of-use (“ROU”) asset on its unaudited condensed consolidated balance sheets and recognizes lease expense on a straight-line basis over the lease term. The lease liability is determined as the present value of future lease payments using the discount rate implicit in the lease or, if the implicit rate is not readily determinable, an estimate of the Company’s incremental borrowing rate. The ROU asset is based on the lease liability, adjusted for any prepaid or deferred rent. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expense as incurred. The Company has elected to not recognize a lease liability or ROU asset in connection with short-term operating leases and recognizes lease expense for short-term operating leases on a straight-line basis over the lease term. The Company does not have any financing leases. The Company terminated the facility lease for its former corporate headquarters on March 31, 2022. Refer to Note 3 in the unaudited condensed consolidated financial statements for further discussion.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did not report any long-lived assets as of September 30, 2022 and did not recognize any impairment losses during the nine months ended September 30, 2022 and 2021.

Research and Development Costs

Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, stock-based compensation, external research and development costs incurred under agreements with contract research organizations, investigative sites and consultants to conduct the Company’s preclinical, toxicology and clinical studies, milestone payments resulting from license agreements, laboratory supplies, costs related to compliance with regulatory requirements, costs related to manufacturing the Company’s product candidates for clinical trials and preclinical studies, facilities, depreciation, and other allocated expenses. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the related goods are delivered or services performed.

The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying unaudited condensed consolidated balance sheets as prepaid expenses and other current assets. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expenses and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-Based Compensation

The Company recognizes stock-based compensation expense related to stock options, restricted stock units, and shares granted under the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”). Stock-based compensation expense represents the cost of the grant date fair value of the applicable awards recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and shares purchased under the ESPP using the Black-Scholes option pricing model. Stock-based compensation expense related to restricted stock units is determined based upon the fair market value of the Company’s stock on the grant date. Stock-based compensation expense is adjusted to reflect forfeitures as they occur.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future

8


Metacrine, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

 

reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The only component of other comprehensive loss is unrealized gains (losses) on available-for-sale securities. Comprehensive gains (losses) have been reflected in the unaudited condensed consolidated statements of operations and comprehensive loss and as a separate component in the unaudited condensed consolidated statements of stockholders’ equity for all periods presented.

 

Segment Reporting

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

Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification Topic 606 when its customers obtain control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In doing so, the Company follows a five-step approach: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 (“ASU No. 2020-06”), Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815). ASU No. 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock and amending the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted ASU No. 2020-06 during the first quarter of 2022 using the modified retrospective method. The standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of common stock warrants, unvested common stock subject to repurchase, and stock options and unvested restricted stock units outstanding under the Company’s equity incentive plans.

9


Metacrine, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

 

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

Common stock options

 

 

3,831,573

 

 

 

3,418,224

 

Unvested restricted stock units

 

 

1,263,317

 

 

 

552,650

 

Unvested common stock

 

 

 

 

 

5,535

 

Common stock warrant

 

 

154,240

 

 

 

23,122

 

Total

 

 

5,249,130

 

 

 

3,999,531

 

 

Note 2. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Prepaid research and development

 

$

2,120

 

 

$

1,241