Attached files
file | filename |
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8-K/A - FORM 8-K/A - Molecular Templates, Inc. | d266142d8ka.htm |
EX-99.2 - EX-99.2 - Molecular Templates, Inc. | d266142dex992.htm |
EX-10.3 - EX-10.3 - Molecular Templates, Inc. | d266142dex103.htm |
EX-99.3 - EX-99.3 - Molecular Templates, Inc. | d266142dex993.htm |
EX-99.1 - EX-99.1 - Molecular Templates, Inc. | d266142dex991.htm |
EX-99.5 - EX-99.5 - Molecular Templates, Inc. | d266142dex995.htm |
EX-23.1 - EX-23.1 - Molecular Templates, Inc. | d266142dex231.htm |
Exhibit 99.4
MOLECULAR TEMPLATES, INC. |
Financial Statements |
As of and for the Three and Six Months Ended |
June 30, 2017 and 2016 |
MOLECULAR TEMPLATES, INC.
Contents
Page | ||||
Financial Statements |
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Condensed Balance Sheets as of June 30, 2017 and December 31, 2016 (unaudited) |
3 | |||
Condensed Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2017 and 2016 (unaudited) |
4 | |||
Condensed Statements of Changes in Stockholders Deficit as of June 30, 2017 (unaudited) |
5 | |||
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (unaudited) |
6 | |||
Notes to Condensed Financial Statements (unaudited) |
7-16 |
2
MOLECULAR TEMPLATES, INC.
Condensed Balance Sheets (Unaudited)
June 30, 2017 | December 31, 2016 | |||||||
Assets |
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Current Assets |
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Cash and cash equivalents |
$ | 4,608,059 | $ | 1,715,777 | ||||
Accounts receivable |
1,500,000 | | ||||||
Prepaid expenses and other current assets |
153,491 | 126,727 | ||||||
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Total Current Assets |
6,261,550 | 1,842,504 | ||||||
Property and Equipment, net |
417,398 | 334,438 | ||||||
Intangible Assets |
1,180,615 | 920,766 | ||||||
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Total Assets |
$ | 7,859,563 | $ | 3,097,708 | ||||
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Liabilities, Redeemable Convertible Preferred Stock and Stockholders Deficit |
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Current Liabilities |
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Accounts payable |
$ | 1,240,731 | $ | 934,258 | ||||
Accrued expenses |
2,682,610 | 1,210,320 | ||||||
Deferred revenue |
4,233,263 | 1,870,254 | ||||||
Current portion of capital lease obligations |
49,915 | 35,596 | ||||||
Current portion of long-term debt |
2,337,384 | 2,400,000 | ||||||
Promissory note payable |
4,000,000 | | ||||||
Related party debt (Note 8) |
10,000,000 | 7,315,038 | ||||||
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Total Current Liabilities |
24,543,903 | 13,765,466 | ||||||
Deferred Rent |
40,330 | | ||||||
Capital Lease Obligations, net of current portion |
73,179 | 53,297 | ||||||
Warrant Liabilities |
45,572 | 48,634 | ||||||
Long-Term Debt, net of current portion |
2,296,817 | 3,164,325 | ||||||
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Total Liabilities |
26,999,801 | 17,031,722 | ||||||
Commitments and Contingencies (Note 12) |
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Redeemable Convertible Preferred Stock |
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Series A Preferred Stock |
3,991,128 | 3,889,257 | ||||||
Series B Preferred Stock |
5,631,390 | 5,480,130 | ||||||
Series C Preferred Stock |
17,069,230 | 16,501,938 | ||||||
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Total Redeemable Convertible Preferred Stock |
26,691,748 | 25,871,325 | ||||||
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Stockholders Deficit |
(45,831,986 | ) | (39,805,339 | ) | ||||
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Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders Deficit |
$ | 7,859,563 | $ | 3,097,708 | ||||
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See accompanying notes to the unaudited condensed financial statements.
3
MOLECULAR TEMPLATES, INC.
Condensed Statements of Comprehensive Loss (Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Grant Revenue |
$ | 41,641 | $ | 971,284 | $ | 166,991 | $ | 1,526,262 | ||||||||
Collaboration Revenue |
| | 1,760,000 | | ||||||||||||
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Total Revenue |
41,641 | 971,284 | 1,926,991 | 1,526,262 | ||||||||||||
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Operating Expenses |
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General and administrative |
2,614,704 | 1,434,158 | 4,534,567 | 2,219,895 | ||||||||||||
Research and development |
1,071,218 | 2,392,525 | 2,008,870 | 4,428,811 | ||||||||||||
Loss on disposal of equipment |
| | | 1,607 | ||||||||||||
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Total Operating Expenses |
3,685,922 | 3,826,683 | 6,543,437 | 6,650,313 | ||||||||||||
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Loss from Operations |
(3,644,281 | ) | (2,855,399 | ) | (4,616,446 | ) | (5,124,051 | ) | ||||||||
Other Income (Expense) |
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Other income, net |
610 | 6,000 | 749 | 12,000 | ||||||||||||
Interest expense |
(421,854 | ) | (87,258 | ) | (645,282 | ) | (160,811 | ) | ||||||||
Change in fair value of warrant liabilities |
1,672 | 852 | 3,062 | 1,344 | ||||||||||||
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Total Other Income (Expense) |
(419,572 | ) | (80,406 | ) | (641,471 | ) | (147,467 | ) | ||||||||
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Loss Before Income Tax |
(4,063,853 | ) | (2,935,805 | ) | (5,257,917 | ) | (5,271,518 | ) | ||||||||
Income Tax |
| | | | ||||||||||||
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Net Loss |
(4,063,853 | ) | (2,935,805 | ) | (5,257,917 | ) | (5,271,518 | ) | ||||||||
Deemed Dividends on Preferred Stock |
(392,085 | ) | (396,162 | ) | (820,423 | ) | (786,324 | ) | ||||||||
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Net Loss Attributable to Common Shareholders |
$ | (4,455,938 | ) | $ | (3,331,967 | ) | $ | (6,078,340 | ) | $ | (6,057,842 | ) | ||||
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Other Comprehensive (Loss) Income |
| | | | ||||||||||||
Comprehensive Loss |
$ | (4,455,938 | ) | $ | (3,331,967 | ) | $ | (6,078,340 | ) | $ | (6,057,842 | ) | ||||
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See accompanying notes to the unaudited condensed financial statements.
4
MOLECULAR TEMPLATES, INC.
Condensed Statements of Changes in Stockholders Deficit (Unaudited)
Common Stock | Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders Equity (Deficit) |
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Shares | Amount | |||||||||||||||||||
Balance at December 31, 2016 |
303,303 | 303 | 567,271 | (40,372,913 | ) | (39,805,339 | ) | |||||||||||||
Stock compensation expense |
| | 51,693 | | 51,693 | |||||||||||||||
Deemed dividends on preferred stock |
| | | (820,423 | ) | (820,423 | ) | |||||||||||||
Net loss |
| | | (5,257,917 | ) | (5,257,917 | ) | |||||||||||||
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Balance at June 30, 2017 |
303,303 | $ | 303 | $ | 618,964 | $ | (46,451,253 | ) | $ | (45,831,986 | ) | |||||||||
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See accompanying notes to the unaudited condensed financial statements.
5
MOLECULAR TEMPLATES, INC.
Condensed Statements of Cash Flows (Unaudited)
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Cash Flows from Operating Activities |
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Net loss |
$ | (5,257,917 | ) | $ | (5,271,517 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
37,363 | 31,522 | ||||||
Loss on disposal of equipment |
| 1,607 | ||||||
Stock compensation expense |
51,693 | 58,320 | ||||||
Amortization of debt discount |
269,874 | 5,609 | ||||||
Change in fair value of warrant liabilities |
(3,062 | ) | (1,344 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(1,500,000 | ) | | |||||
Prepaid expenses and other current assets |
(26,763 | ) | 139,653 | |||||
Accounts payable |
267,522 | 171,283 | ||||||
Accrued expenses |
1,468,191 | 381,164 | ||||||
Deferred revenue |
2,363,009 | (526,263 | ) | |||||
Deferred rent |
40,330 | | ||||||
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Net Cash Used in Operating Activities |
(2,289,760 | ) | (5,009,966 | ) | ||||
Cash Flows from Investing Activities |
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Purchases of property and equipment |
(20,420 | ) | (22,205 | ) | ||||
Increase in intangible assets |
(259,849 | ) | (82,192 | ) | ||||
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Net Cash Used in Investing Activities |
(280,269 | ) | (104,397 | ) | ||||
Cash Flows from Financing Activities |
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Payments on capital lease obligations |
(22,651 | ) | (13,782 | ) | ||||
Proceeds from issuance of debt |
| 3,000,000 | ||||||
Repayment of long-term debt |
(1,200,000 | ) | | |||||
Proceeds from promissory note |
4,000,000 | | ||||||
Proceeds from issuance of related party debt |
2,684,962 | 315,038 | ||||||
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Net Cash Provided by Financing Activities |
5,462,311 | 3,301,256 | ||||||
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Net Increase (Decrease) in Cash and Cash Equivalents |
2,892,282 | (1,813,107 | ) | |||||
Cash and Cash Equivalents - Beginning of Period |
1,715,777 | 4,244,793 | ||||||
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Cash and Cash Equivalents - End of Period |
$ | 4,608,059 | $ | 2,431,686 | ||||
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Supplemental Cash Flow Information |
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Cash paid for interest |
$ | 134,114 | $ | 86,016 | ||||
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Non-Cash Investing and Financing Activities |
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Deemed dividends on preferred stock |
$ | 820,423 | $ | 786,324 | ||||
Capital lease additions to fixed assets |
$ | 56,851 | $ | 50,205 | ||||
Fixed asset additions in accounts payable |
$ | 38,952 | $ | | ||||
Fixed asset additions in accrued expenses |
$ | 4,099 | $ | | ||||
Warrants issued with debt |
$ | | $ | 18,150 |
See accompanying notes to the unaudited condensed financial statements.
6
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
1. Organization and Nature of Operations
Nature of the Business
Molecular Templates, Inc. (the Company) is a clinical stage biopharmaceutical company formed in 2009, with a novel protein platform for the development of new therapeutics in cancer and other diseases, headquartered in Austin, Texas. The initial development activities are focused on the research and development of lead compounds for a variety of cancers.
Basis of Presentation
The Company prepared its interim condensed financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). They do not include all of the information and footnotes required by GAAP for complete financial statements. The Company has made estimates and judgments affecting the amounts reported in its condensed financial statements and the accompanying notes. The actual results that the Company experiences may differ materially from the Companys estimates. The accounting estimates that require the Companys most significant, difficult and subjective judgments include revenues, stock compensation, and warrant liability valuation.
Unaudited Interim Results
In managements opinion, the unaudited financial information for the interim periods presented includes all adjustments necessary for a fair statement of the results of operations, financial position, and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim condensed financial statements may not be the same as those for the full year. This interim information should be read in conjunction with the audited financial statements in the Companys Annual Financial Statements for the year ended December 31, 2016.
2. Liquidity and Going Concern
The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $46 million at June 30, 2017. The Company expects to incur a net loss and negative cash flows from operations in 2017 and the foreseeable future. The Companys management believes that successful achievement of the Companys business objectives will require additional financing. Given these conditions, there is substantial doubt about the Companys ability to continue as a going concern. The condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.
The Company expects to raise capital through a variety of sources, which may include the public equity market, private equity financing, collaborative arrangements, licensing arrangements, grant funding, and/or public or private debt. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may be required to curtail its business activities until it can obtain adequate financing (see Note 13 Subsequent Events for additional information regarding the Companys merger and subsequent financing).
7
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
3. Merger Agreement
In March 2017, the Company entered into an Agreement and Plan of Merger and Reorganization on March 16, 2017 (merger agreement) with Threshold Pharmaceuticals, Inc. (Threshold), a public company registered in the United States, pursuant to which the stockholders of the Company would become the majority owners of Threshold. The transaction was consummated on August 1, 2017 (see Note 13 Subsequent Events).
In connection with execution of the merger agreement, Threshold executed a promissory note to the Company pursuant to a note purchase agreement, which provided for promissory notes up to an aggregate principal amount of $4.0 million with an initial closing held on March 24, 2017 for a principal amount of $2.0 million. The Company received the remaining $2.0 million on June 1, 2017.
4. Summary of Significant Accounting Policies
Revenue Recognition
The accounting guidance for revenue recognition requires that the following criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectibility is reasonably assured. Determination of whether persuasive evidence of an arrangement exists and whether delivery has occurred or services have been rendered are based on managements judgments regarding the fixed nature of the fee charged for research performed and milestones met, and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.
Revenue under the Companys license and collaboration arrangements is recognized based on the performance requirements of the contract. Collaboration agreements may include non-refundable license fees, research and development funding, cost reimbursements and contingent milestones and royalties. Under ASC 605-25, in multiple-element arrangement; fixed or determinable contract consideration is allocated to the deliverables with stand-alone value and revenue is recognized for each such deliverable according to the method appropriate for each deliverable. Revenue is allocated to each element using a selling price hierarchy, using the selling price for an element based on vendor specific objective evidence (VSOE); third-party evidence (TPE); or the best estimate of selling price, if neither VSOE nor TPE is available.
Upfront, non-refundable licensing payments are assessed to determine whether or not the licensee is able to obtain stand-alone value from the license. Where the license does not have stand-alone value, non-refundable license fees are recognized as revenue as the Company performs under the applicable agreement. Where the license has stand-alone value, the Company recognizes total license revenue at the time all revenue recognition criteria have been met.
Accounts Receivable
Accounts receivable represent valid claims against customers. Management reviews accounts receivable regularly to determine if any receivable amounts are potentially uncollectible and then estimates the amount of allowance for doubtful accounts necessary to reduce the accounts receivable to estimate its net realizable value. As of June 30, 2017 and December 31, 2016 there were no receivable amounts requiring an allowance for doubtful accounts.
8
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
Intangible Assets (Patents)
Intangible assets consist of patents in application statuses which are not yet subject to amortization, and which management has deemed to have an alternative future use.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB amended the principal-versus-agent implementation guidance and illustrations in the new standard. In April 2016, the FASB amended the guidance on identifying performance obligations and the implementation guidance on licensing in the new standard. In May 2016, the FASB amended the guidance on collectability, noncash consideration, presentation of sales tax and transition in the new standard. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of the guidance issued in ASU 2014-09. The new standard will become effective starting on January 1, 2018. Early application is permitted to the original effective date of January 1, 2017. The Company will adopt the standard on January 1, 2018. The standard permits the use of either the modified retrospective method or full retrospective approach for all periods presented. While the Company is continuing to assess all potential impacts of the standard, the Company believes the most significant accounting impact will relate to the timing of the recognition of our license, collaboration, and milestone revenues.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee ShareBased Payment Accounting, or ASU 2016-09, which amends ASC Topic 718, Compensation Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires management to record right-to-use asset and lease liability on the statement of financial position for operating leases. ASU 2016-02 is effective for annual and interim reporting periods beginning on or after December 15, 2018 and the modified retrospective approach is required. The Company is in the process of evaluating the impact the adoption of this standard would have on its financial statements and disclosures.
In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on its financial statements or disclosures.
5. Research and Development Collaboration Agreements Takeda Pharmaceuticals
In October 2016, Molecular entered into a collaboration and option agreement with Takeda to discover and develop CD38-targeting ETBs, which includes MT-4019 for evaluation by Takeda. Under the terms of the agreement, Molecular is responsible for providing to Takeda (i) new ETBs generated using Takedas proprietary fully human antibodies targeting CD38 and (ii) MT-4019 for in vitro and in vivo pharmacological and anti-tumor efficacy evaluations. Molecular granted Takeda an exclusive option during the term of the collaboration and option agreement and for a period of thirty days thereafter, to negotiate and obtain an exclusive worldwide license to develop and
9
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
commercialize any ETB that may result from this collaboration, including MT-4019. Molecular is entitled to receive up to $2.0 million in technology access fees and cost reimbursement associated with the Companys performance and completion of the Companys obligations under the agreement.
Revenues are recognized over the period that the research and development services occur using the proportional performance model.
During the three and six months ended June 30, 2017, the Company recorded research and development revenue from Takeda of $0 and $1.7 million, respectively, under the Takeda Agreement. During the three and six months ended June 30, 2016, the Company recorded no research and development revenue from Takeda since the agreement was not yet in place. Accounts receivable due from Takeda as of June 30, 2017 and December 31, 2016 were $1.5 million and $0, respectively.
In June 2017, Molecular entered into a Multi-Target Collaboration and License Agreement with Takeda (Multi-Target Takeda Agreement) in which Molecular will collaborate with Takeda to identify, generate and evaluate engineered toxin bodies, or ETBs, against certain targets designated by Takeda. Takeda will designate certain targets of interest as the focus of the research. Each party grants to the other nonexclusive rights in its intellectual property for purposes of the conduct of the research, and Molecular agrees to work exclusively with Takeda with respect to the designated targets.
Under the agreement, Takeda has an option during an option period to obtain an exclusive license under Moleculars intellectual property to develop, manufacture, commercialize and otherwise exploit ETBs against the designated targets. The option period for each target ends three months after the completion of the evaluation of such designated target.
Molecular will receive an upfront fee of $1.0 million and may receive net milestone payments of $25.0 million in aggregate through the exercise of the option to license ETBs. Post option exercise, Molecular is entitled to receive up to approximately $545.0 million in additional milestone payments through preclinical and clinical development and commercialization. Molecular is also entitled to tiered royalty payments of a mid-single to low-double digit percentage of net sales of any licensed ETBs, subject to certain reductions.
The agreement will expire on the expiration of the option period (within three months after the completion of the revaluation of each designated target) for the designated targets if Takeda does not exercise its options, or, following exercise of the option, on the later of the expiration of patent rights claiming the licensed ETB or ten years from first commercial sale of a the licensed ETB. The agreement may be sooner terminated by Takeda for convenience or upon a Molecular change of control, or by either party for an uncured material breach of the agreement.
Revenues are recognized over the period that the research and development services occur using the proportional performance model.
In connection with the execution of a collaboration and license agreement Takeda also entered into a stock purchase agreement with Threshold and Molecular, pursuant to which Takeda will purchase approximately $20.0 million of shares of common stock following the reverse-merger in the third quarter of 2017. Refer to the Note 13. Subsequent Events, for further details.
During the three and six months ended June 30, 2017, the Company recorded no research and development revenue under the Multi-Target Takeda Agreement, since no services had been performed.
10
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
6. Other Collaboration AgreementsGrant Agreement
The Company receives funds from a state financial assistance program, which is a conditional cost reimbursement grant and revenue is recognized as allowable costs are paid. In November 2011, Molecular was awarded a $10.6 million product development grant from CPRIT for its CD20-targeting ETB MT-3724. To date, Molecular has received $9.5 million in grant funds. The Company recognized approximately $0.1 million and $1 million in grant revenue under these awards during the three months ended June 30, 2017 and 2016, respectively. The Company recognized approximately $0.2 million and $1.5 million in grant revenue under these awards during the six months ended June 30, 2017 and 2016, respectively. Amounts collected in excess of revenue recognized are recorded as deferred revenue.
7. Balance Sheet Components
Accrued liabilities were comprised of the following:
June 30, 2017 |
December 31, 2016 |
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Accrued liabilities: |
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Clinical costs |
$ | 543,940 | $ | 408,806 | ||||
Bridge note interest |
443,065 | 201,441 | ||||||
Payroll related |
396,482 | 552,612 | ||||||
Consulting and professional fees |
1,227,201 | 26,061 | ||||||
Other accrued expenses |
71,922 | 21,400 | ||||||
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Total accrued liabilities |
$ | 2,682,610 | $ | 1,210,320 | ||||
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Deferred revenue was comprised of the following:
June 30, 2017 |
December 31, 2016 |
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Deferred revenue: |
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Grant agreement |
$ | 2,493,263 | $ | 620,254 | ||||
Collaboration agreements |
1,740,000 | 1,250,000 | ||||||
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Total deferred revenue |
$ | 4,233,263 | $ | 1,870,254 | ||||
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8. Related Party Transactions
As of June 30, 2017 and December 31, 2016, the Company received an aggregate of approximately $10,000,000 and $7,315,038, respectively, from stockholders under secured convertible promissory notes (the Notes). All of the Notes issued in 2017 and 2016 have the same terms. The Notes are subordinate to the long-term debt due to a bank and accrue interest at a rate of 5.0% per annum, which is due with all unpaid principal on the maturity date of September 7, 2017. Accrued and unpaid interest related to the Notes totaled approximately $443,000 and $201,000 as of June 30, 2017 and December 31, 2016, respectively, and is included with accrued expenses on the balance sheet. All outstanding principal and accrued interest is automatically convertible at 80% of the fair
11
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
value price per share of preferred stock sold in a Qualified Equity Financing, as defined (the Conversion Discount). If the Notes remain outstanding beyond September 7, 2017, the Conversion Discount will automatically increase by 5% on September 8, 2017 (the First Discount Increase Date). Thereafter, on each consecutive three-month anniversary of the First Discount Increase Date, the Conversion Discount will automatically increase by additional successive 5% increments. If a Qualified Equity Financing does not occur or a Liquidation Event, as defined, occurs prior to September 7, 2017, the holders of the Notes have the right to convert the Notes into shares of Series C-1 Preferred Stock at $3.81 per share. The Conversion Discount represents a contingent beneficial conversion feature and will be accounted for when the contingency is resolved. The Notes are supported by an underlying note purchase agreement (the Agreement), which allows for aggregate principal borrowings of up to $10,000,000.
The Company incurred expenses to a stockholder for consulting fees which totaled approximately $15,000 for each of the three months ended June 30, 2017 and 2016 included in general and administrative expenses.
9. Borrowing Arrangements
As of June 30, 2017 and December 31, 2016 the Growth Capital Loan balance was $4,745,000 and $5,600,000, respectively. Interest only payments were paid monthly at an annual rate equal to 1.19% above the Prime Rate. Beginning November 1, 2016, the Company paid the first of thirty consecutive equal monthly payments of principal plus interest. The Company paid approximately $1,200,000 in principal and $129,000 in interest in the six months ended June 30, 2017 and $400,000 in principal and $142,000 in interest in the six months ended December 31, 2016. There is a final fee of $345,000 due at the loan maturity date in addition to the principal and interest payments, which is being accreted to interest expense over the life of the loan using the effective interest method. The Growth Capital Loan matures on April 30, 2019 and is secured by substantially all assets of the Company. The Company does not have any financial loan covenants related to the Growth Capital Loan. As of June 30, 2017 and December 31, 2016, the Company was in compliance with the non-financial covenants of the Growth Capital Loan.
On June 1, 2017, the Company received $2,000,000 from Threshold in the form of a promissory note at an interest rate of 1% per annum. The Company received an additional $2,000,000 on March 24, 2017. If the merger agreement with Threshold is terminated prior to March 16, 2018, or the maturity date of the promissory note, the outstanding principal of the bridge note plus all accrued and unpaid interest thereon shall become due and payable upon the earlier of (i) the consummation of a qualified financing by Molecular of at least $10,000,000, or a qualified financing (as defined in the note purchase agreement), (ii) the occurrence of a Company liquidity event, or (iii) the four-month anniversary of the termination of the merger agreement, and such amounts shall be credited against any termination fees owed by Threshold to the Company pursuant to the merger agreement. Outstanding loan amounts are unsecured obligations of the Company.
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MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
Future required principal payments on the Notes and the Growth Capital Loan and promissory note were as follows as of June 30, 2017:
2017 |
$ | 15,200,000 | ||
2018 |
2,400,000 | |||
2019 |
1,145,000 | |||
|
|
|||
Total debt |
18,745,000 | |||
Debt discount and deferred finance costs |
(110,799 | ) | ||
|
|
|||
Total debt, net |
$ | 18,634,201 | ||
|
|
10. Redeemable Convertible Preferred Stock
The following is a summary of the Companys redeemable convertible preferred stock at June 30, 2017 and December 31, 2016 (collectively, the Preferred Stock):
Shares Issued and Outstanding | ||||||||||||||||
Par Value | Shares Authorized |
June 30, 2017 | December 31, 2016 | |||||||||||||
Series A Preferred Stock |
$ | 0.001 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||
Series B Preferred Stock |
$ | 0.001 | 2,273,531 | 2,273,531 | 2,273,531 | |||||||||||
Series C Preferred Stock |
$ | 0.001 | 4,391,748 | 4,342,874 | 4,342,874 | |||||||||||
|
|
|
|
|
|
|||||||||||
9,165,279 | 9,116,405 | 9,116,405 | ||||||||||||||
|
|
|
|
|
|
The following table presents changes in the Preferred Stock:
Series A Preferred |
Series B Preferred |
Series C Preferred |
Total | |||||||||||||
Balance at December 31, 2016 |
$ | 3,889,257 | $ | 5,480,130 | $ | 16,501,938 | $ | 25,871,325 | ||||||||
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|
|
|
|
|
|
|
|||||||||
Deemed dividends on Preferred Stock |
101,871 | 151,260 | 567,292 | 820,423 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at June 30, 2017 |
$ | 3,991,128 | $ | 5,631,390 | $ | 17,069,230 | $ | 26,691,748 | ||||||||
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|
|
|
|
|
|
|
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MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
11. Stock-Based Compensation
During the six months ended June 30, 2017, 17,000 options were awarded to employees to purchase shares of Moleculars common stock, and 4,350 options were forfeited. During the six months ended June 30, 2016, 45,000 options were awarded to employees to purchase shares of Moleculars common stock, and there were no options forfeited. Options generally vest according to a five year vesting schedule, with 20% of the shares vesting on the one year anniversary and equal monthly vesting installments thereafter.
12. Commitments and Contingencies
The Company is obligated under operating lease agreements covering the Companys office facilities. Facilities expense under the operating leases was approximately $115,000 and $73,000 for the three months ended June 30, 2017 and 2016, respectively and approximately $205,000 and $130,000 for the six months ended June 30, 2017 and 2016, respectively.
In August, 2017, the Company executed new lease amendments and a new lease for facilities in Austin, Texas and Jersey City, New Jersey, respectively (see Note 13 Subsequent Events).
Future minimum payments due under the operating lease agreements at June 30, 2017 were as follows:
2017 (remaining) |
$ | 178,892 | ||
2018 |
489,135 | |||
2019 |
555,509 | |||
2020 |
455,529 | |||
2021 |
468,649 | |||
2022 |
197,213 | |||
|
|
|||
$ | 2,344,927 | |||
|
|
The Company leases laboratory equipment under non-cancelable capital lease agreements. As of June 30, 2017 and December 31, 2016, laboratory equipment under capital leases included in property and equipment totaled approximately $179,000 and $136,000, respectively, net of accumulated amortization of approximately $58,000 and $44,000, respectively.
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MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
Future minimum capital lease payments consisted of the following at June 30, 2017:
2017 (remaining) |
$ | 26,859 | ||
2018 |
55,236 | |||
2019 |
32,982 | |||
2020 |
20,590 | |||
|
|
|||
Total future minimum capital lease payments |
135,667 | |||
Less: amount representing interest |
(12,573 | ) | ||
|
|
|||
Total capital lease obligation |
123,094 | |||
Current portion of capital lease obligations |
(49,915 | ) | ||
|
|
|||
Capital Lease Obligations, non-current portion |
$ | 73,179 | ||
|
|
13. Subsequent Events
Subsequent events have been evaluated through October 17, 2017, the date these financial statements were available to be issued.
The Merger
On August 1, 2017, the Company, Threshold, and Trojan Merger Sub, Inc., a wholly owned subsidiary of Threshold (Merger Sub) completed their merger transaction pursuant to which Merger Sub merged with and into the Company with the Company becoming a wholly-owned subsidiary of Threshold and the surviving corporation of the merger. On August 1, 2017, in connection with and prior to the consummation of the merger, Threshold effected an 11-for-1 reverse stock split of the shares of Threshold common stock. Each outstanding share of Molecular common stock was converted into 7.7844 shares of common stock of the post-merger combined company. As a result Threshold issued approximately 11.7 million shares of common stock to the stockholders of the Company in exchange for common shares of Molecular. Upon the consummation of the merger, Threshold changed its name from Threshold Pharmaceuticals, Inc. to Molecular Templates, Inc. For accounting purposes, the Company is considered to be acquiring Threshold in the merger.
Concurrent Financing
On August 1, 2017, the Company entered into the Financing Securities Purchase Agreement with Longitude Venture Partners III, L.P. and certain other accredited investors, pursuant to which the Company sold an aggregate of 5,793,063 units (the Units) having an aggregate purchase price of $40.0 million, each such Unit consisting of (i) one (1) share (the Shares) of our common stock and ii) a Warrant to purchase 0.50 shares of our common stock (the Private Placement). The Private Placement was pursuant to Equity Commitment Letter agreements entered into by and between the Company and investors in March and June 2017. The purchase price per Unit was $6.9048. The Warrants will be exercisable for a period of seven years from the date of their issuance at a per-share exercise price of $6.8423 (which exercise price shall be payable in cash or through a cashless exercise mechanic), subject to certain adjustments as specified in the Warrants.
15
MOLECULAR TEMPLATES, INC.
Notes to Condensed Financial Statements (Unaudited)
Subsequent Financing
In connection with the execution on June 23, 2017 of a collaboration and license agreement between the Company and Takeda, the Company and Threshold entered into a stock purchase agreement with the customer. Following the consummation of the Merger and Concurrent Financing, Takeda purchased 2,922,993 shares of the Company common stock, at a price per share of $6.84, for an aggregate purchase price of $20 million.
Lease Agreements
In August, 2017, the Company executed lease amendments to expand the occupied space at its Austin, Texas facility. Also in August, 2017, the Company executed a new office space lease in Jersey City, New Jersey.
16