tptx-10q_20200331.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

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: 001-38871

 

Turning Point Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

46-3826166

( State or other jurisdiction of

incorporation or organization)

 

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

10628 Science Center Drive, Ste. 200

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 926-5251

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

TPTX

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes     No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

As of May 1, 2020, the registrant had  35,925,150 shares of common stock, $0.0001 par value per share, outstanding.

 

 


Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (unaudited)

3

 

Condensed Balance Sheets

3

 

Condensed Statements of Operations and Comprehensive Loss

4

 

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

5

 

Condensed Statements of Cash Flows

6

 

Notes to the Unaudited Condensed Financial Statements

7

Item 2.

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

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19

Item 4.

Controls and Procedures

19

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

20

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

66

Item 3.

Defaults Upon Senior Securities

66

Item 4.

Mine Safety Disclosures

66

Item 5.

Other Information

66

Item 6.

Exhibits

67

SIGNATURES

68

 

 

 

2


PART IFINANCIAL INFORMATION

Item 1. Financial Statements

 

Turning Point Therapeutics, Inc.

Condensed Balance Sheets

(In thousands, except share and par value amounts)

 

 

March 31,

 

 

December 31,

 

 

2020

 

 

2019

 

Assets

Unaudited

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

29,838

 

 

$

48,188

 

Marketable securities

 

350,944

 

 

 

360,963

 

Prepaid and other current assets

 

8,614

 

 

 

5,796

 

Total current assets

 

389,396

 

 

 

414,947

 

Property and equipment, net

 

2,661

 

 

 

2,689

 

Right-of-use lease assets

 

4,219

 

 

 

4,493

 

Security deposits

 

73

 

 

 

73

 

Total assets

$

396,349

 

 

$

422,202

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

1,846

 

 

$

2,150

 

Accrued expenses and other current liabilities

 

5,256

 

 

 

3,910

 

Accrued compensation

 

2,778

 

 

 

6,736

 

Current portion of operating lease liabilities

 

1,275

 

 

 

1,236

 

Total current liabilities

 

11,155

 

 

 

14,032

 

Operating lease liabilities, long-term

 

3,487

 

 

 

3,819

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized at March 31, 2020 and December 31, 2019, respectively; zero shares outstanding at March 31, 2020 and December 31, 2019, respectively;

 

-

 

 

 

-

 

Common stock, $0.0001 par value; 200,000,000 shares authorized at March 31, 2020 and December 31, 2019, respectively; 35,922,248 and 35,915,119 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively

 

4

 

 

 

4

 

Additional paid-in capital

 

565,350

 

 

 

526,960

 

Accumulated other comprehensive (loss) income

 

(45

)

 

 

271

 

Accumulated deficit

 

(183,602

)

 

 

(122,884

)

Total stockholders' equity

 

381,707

 

 

 

404,351

 

Total liabilities and stockholders’ equity

$

396,349

 

 

$

422,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

3


Turning Point Therapeutics, Inc.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

 

(Unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

$

22,769

 

 

$

10,451

 

General and administrative

 

 

39,857

 

 

 

3,614

 

Total operating expenses

 

 

62,626

 

 

 

14,065

 

Loss from operations

 

 

(62,626

)

 

 

(14,065

)

Other income, net

 

 

1,908

 

 

 

518

 

Net loss

 

 

(60,718

)

 

 

(13,547

)

Unrealized loss on marketable securities

 

 

(316

)

 

 

-

 

Comprehensive loss

 

$

(61,034

)

 

$

(13,547

)

Net loss per share, basic and diluted

 

$

(1.69

)

 

$

(3.97

)

Weighted-average common shares outstanding, basic and diluted

 

 

35,919,358

 

 

 

3,413,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.


4


Turning Point Therapeutics, Inc.

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

(In thousands, except share amounts)

 

(Unaudited)

 

 

 

Convertible

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

Other

Comprehensive

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

loss

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2019

 

 

 

 

$

 

 

 

35,915,119

 

 

$

4

 

 

$

526,960

 

 

$

271

 

 

$

(122,884

)

 

$

404,351

 

Option exercises

 

 

 

 

 

 

 

 

7,129

 

 

 

 

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,365

 

 

 

 

 

 

 

 

 

38,365

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(60,718

)

 

 

(60,718

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(316

)

 

 

 

 

 

(316

)

Balance at March 31, 2020

 

 

 

 

$

 

 

 

35,922,248

 

 

$

4

 

 

$

565,350

 

 

$

(45

)

 

$

(183,602

)

 

$

381,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

Other

Comprehensive

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

loss

 

 

Deficit

 

 

Deficit

 

Balance at December 31, 2018

 

 

65,423,901

 

 

$

145,916

 

 

 

3,411,516

 

 

$

1

 

 

$

2,346

 

 

$

 

 

$

(50,753

)

 

$

(48,406

)

Option exercises

 

 

 

 

 

 

 

 

12,337

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

22

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,926

 

 

 

 

 

 

 

 

 

1,926

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,547

)

 

 

(13,547

)

Balance at March 31, 2019

 

 

65,423,901

 

 

$

145,916

 

 

 

3,423,853

 

 

$

1

 

 

$

4,294

 

 

$

 

 

$

(64,300

)

 

$

(60,005

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 


5


Turning Point Therapeutics, Inc.

Condensed Statements of Cash Flows

(In thousands)

 

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(60,718

)

 

$

(13,547

)

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

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

38,365

 

 

 

1,926

 

Depreciation

 

 

208

 

 

 

75

 

Accretion of discount on marketable securities

 

 

(242

)

 

 

 

Amortization of right-of-use operating lease asset

 

 

380

 

 

 

164

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

(2,819

)

 

 

(856

)

Accounts payable

 

 

(28

)

 

 

1,595

 

Accrued expenses and other current liabilities

 

 

946

 

 

 

1,054

 

Accrued compensation

 

 

(3,958

)

 

 

(599

)

Net cash used in operating activities

 

 

(27,866

)

 

 

(10,188

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

 

(63,675

)

 

 

 

Sales and maturities of marketable securities

 

 

73,620

 

 

 

 

Purchases of property and equipment

 

 

(454

)

 

 

(33

)

Net cash provided by (used in) investing activities

 

 

9,491

 

 

 

(33

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Costs paid in connection with initial public offering

 

 

 

 

 

(819

)

Proceeds from issuance of common stock

 

 

25

 

 

 

22

 

Net cash provided by (used in) financing activities

 

 

25

 

 

 

(797

)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(18,350

)

 

 

(11,018

)

Cash and cash equivalents at the beginning of period

 

 

48,188

 

 

 

101,029

 

Cash and cash equivalents at the end of period

 

$

29,838

 

 

$

90,011

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

1

 

 

$

1

 

Supplemental disclosure of non-cash investing and financing information:

 

 

 

 

 

 

 

 

Costs incurred in connection with the initial public offering included in accounts

   payable and accrued expenses

 

$

-

 

 

$

760

 

Operating lease liabilities arising from obtaining right-of-use assets

 

$

-

 

 

$

2,273

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

6


 

Turning Point Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements

1. Formation and Business of the Company; Basis of Presentation

Organization

Turning Point Therapeutics, Inc. (the Company) was organized in 2013 and commenced operations in 2014. The Company is a clinical-stage biopharmaceutical company designing and developing novel small molecule, targeted oncology therapies.  The Company’s principal operations are in the United States and the Company operates in one segment, with its headquarters in San Diego, California.

The Company’s primary activities since inception have been to build infrastructure, conduct research and development, including clinical trials, perform business and financial planning, and raise capital.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, since they are interim statements, the accompanying condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The condensed balance sheet at December 31, 2019 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by  GAAP for complete financial statements. The operating results presented in these unaudited condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. In the opinion of management, the unaudited condensed financial statements and notes thereto include all adjustments that are of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented.

Liquidity

Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that the unaudited condensed financial statements for the quarter ended March 31, 2020 are issued.

The COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets.  The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the pandemic. If the disruption persists and deepens, the Company could experience an inability to access additional capital.

 

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 of the Notes to Financial Statements included in its Annual Report on Form 10‑K for the year ended December 31, 2019.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent liabilities in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to preclinical and clinical study accruals and stock-based compensation costs. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Although the impact of the COVID-19 pandemic to the Company’s business and operating results presents additional uncertainty, the Company continues to use the best information available to update its critical accounting estimates.

7

 


 

Concentration of Credit Risk

Substantially all of the Company’s cash, cash equivalents, and marketable securities are held at two financial institutions.  Due to their size, we believe these financial institutions represent minimal credit risk. Cash amounts held at financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.  At March 31, 2020, cash and cash equivalents and marketable securities totaling $380.5 million are either not subject to FDIC insurance, or exceed the FDIC insured limit. The Company’s cash and cash equivalents and marketable securities are invested in short term, high grade securities, and as a result, we believe represent a minimal credit risk.

Net Loss Per Share

The Company computes basic loss per share by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options and convertible preferred stock, which is convertible into shares of the Company’s common stock. No shares related to the convertible preferred stock were included in the diluted net loss calculation for the three months ended March 31, 2019 because the inclusion of such shares would have had an anti-dilutive effect. The shares to be issued upon exercise of certain outstanding stock options were also excluded from the diluted net loss calculation for the three months ended March 31, 2020 and 2019 because such shares are anti-dilutive.

Historical outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Convertible preferred stock (as converted)

 

 

 

 

 

16,993,194

 

Common stock options

 

 

6,556,169

 

 

 

4,309,476

 

Total

 

 

6,556,169

 

 

 

21,302,670

 

 

Recently Adopted Accounting Standards Updates

 

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses, which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also modifies the impairment models for available for sale debt securities and for purchased financial assets with credit deterioration since their origination. The Company adopted Topic 326 on January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of accumulated deficit to be recognized on the date of adoption with prior periods not restated. The adoption of this standard did not have a material impact to the Company’s financial position, results of operations and cash flows.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. The Company adopted the new standard beginning January 1, 2020 and the adoption had an immaterial impact to the Company’s financial position, results of operations and cash flows.

3. Marketable Securities

The Company invests its excess cash in marketable securities, including debt instruments of financial institutions, corporations with investment grade credit ratings, commercial paper and government agencies.

8

 


 

At March 31, 2020, marketable securities consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

Maturity in Years

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

U.S. government agency securities

 

2 years or less

 

$

92,098

 

 

$

137

 

 

$

-

 

 

$

92,235

 

Corporate debt securities

 

2 years or less

 

 

190,010

 

 

 

111

 

 

 

(447

)

 

 

189,674

 

Commercial paper

 

Less than 1

 

 

68,881

 

 

 

154

 

 

 

-

 

 

 

69,035

 

Total marketable securities

 

 

 

$

350,989

 

 

$

402

 

 

$

(447

)

 

$

350,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2019, marketable securities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

Maturity in Years

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

U.S. government agency securities

 

2 years or less

 

$

90,596

 

 

$

42

 

 

$

(20

)

 

$

90,618

 

Corporate debt securities

 

2 years or less

 

 

173,595

 

 

 

178

 

 

 

(21

)

 

 

173,752

 

Commercial paper

 

Less than 1

 

 

96,501

 

 

 

92

 

 

 

-

 

 

 

96,593

 

Total marketable securities

 

 

 

$

360,692

 

 

$

312

 

 

$

(41

)

 

$

360,963

 

 

The Company segments its portfolio based on the underlying risk profiles of their current securities being held. The Company regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current and expected future economic conditions. As of March 31, 2020, the Company did not record an allowance for credit loss related to its investment portfolio.

 

4. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company determines the fair value of financial assets and liabilities using three levels of inputs as follows:

Level 1—Inputs which include quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted market prices included in Level 1) that are either directly or indirectly observable, 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 instrument’s anticipated life.

Level 3—Unobservable inputs for assets or liabilities and include little or no market activity.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

 

9

 


 

 

 

Fair Value Measurements at March 31, 2020 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Money market funds and corporate securities included in cash and cash equivalents

 

$

29,143

 

 

$

-

 

 

$

-

 

 

$

29,143

 

U.S. government agency securities

 

 

-

 

 

 

92,235

 

 

 

-

 

 

 

92,235

 

Corporate debt securities

 

 

-

 

 

 

189,674

 

 

 

-

 

 

 

189,674

 

Commercial paper

 

 

-

 

 

 

69,035

 

 

 

-

 

 

 

69,035

 

Total marketable securities

 

$

29,143

 

 

$

350,944

 

 

$

-

 

 

$

380,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019 Using:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Money market funds and corporate securities included in cash and cash equivalents

 

$

45,085

 

 

$

-

 

 

$

-

 

 

$

45,085

 

U.S. government agency securities

 

 

-

 

 

 

90,618

 

 

 

-

 

 

 

90,618

 

Corporate debt securities

 

 

-

 

 

 

173,752

 

 

 

-

 

 

 

173,752

 

Commercial paper

 

 

-

 

 

 

96,593

 

 

 

-

 

 

 

96,593

 

Total marketable securities

 

$

45,085

 

 

$

360,963

 

 

$

-

 

 

$

406,048

 

 

5. Property and Equipment, Net

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Laboratory equipment

 

$

1,064

 

 

$

885

 

Computer equipment and software

 

 

910

 

 

 

910

 

Tenant improvements

 

 

1,108

 

 

 

1,108

 

Furniture and fixtures

 

 

357

 

 

 

357

 

Property and equipment

 

 

3,439

 

 

 

3,260

 

Less: accumulated depreciation

 

 

(778

)

 

 

(571

)

Property and equipment, net

 

$

2,661

 

 

$

2,689

 

Depreciation expense for the three months ended March 31, 2020 and 2019 was $0.2 million and $0.1 million, respectively.

 

 

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Accrued research and development expenses

 

$

4,947

 

 

$

3,414

 

Accrued general and administrative expenses

 

 

285

 

 

 

451

 

Other current liabilities

 

 

24

 

 

 

45

 

Total

 

$

5,256

 

 

$

3,910

 

 

 

7. Commitments and Contingencies

Operating Leases

The Company currently has one lease agreement for the leasing of office and laboratory space with an initial lease term of four years resulting in an initial lease liability of $4.0 million and a right-of-use asset of $3.7 million, which is net of $0.3 million of the Company’s deferred gain from the office and laboratory space surrendered in the prior year.  The right-of-use asset and corresponding lease liability was estimated assuming a remaining lease term of 48 months and an estimated discount rate of 8.5%, which was the Company’s incremental borrowing rate at the date of the lease commencement.

10

 


 

Future minimum payments under the lease as of March 31, 2020 are as follows (in thousands):

 

 

 

 

 

 

2020 (Nine months remaining)

 

 

1,220

 

2021

 

 

1,668

 

2022

 

 

1,718

 

2023

 

 

872

 

Total future minimum lease payments

 

 

5,478

 

Less: amounts representing interest

 

 

(716

)

Total lease liability

 

$

4,762

 

Remaining lease term

 

3.3 years

 

Rent expense was $0.4 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively.  The Company paid $0.4 million and $0.2 million of cash payments related to its operating lease agreement for the three months ended March 31, 2020 and 2019, respectively.  

 

8. Stockholders’ Equity

Stock Option Plan

The Company’s 2019 Equity Incentive Plan as amended (the Plan), provides for the grant of stock options, restricted stock and other equity awards of the Company’s common stock to employees, officers, consultants, and directors. In addition, the number of shares of common stock available for issuance under the Plan will be automatically increased on the first day of each calendar year during the ten-year term of the Plan, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 4% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors.  On January 1, 2020, the Company added 1,436,604 shares to the Plan. At March 31, 2020, the Plan had 2,761,449 total shares available for issuance.

Options expire within a period of not more than ten years from the date of grant.  Initial option grants to employees typically vest 25% after one year and monthly thereafter over a three-year period and expire between one and three months after employee termination.  Subsequent option grants to employees and grants to non-employees typically vest monthly over a four-year period. The majority of options outstanding at March 31, 2020, had vesting periods of four years.

The weighted-average grant-date fair value of options granted to employees was $41.46 and $13.74 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, there was $95.8 million in total unrecognized compensation expense to be recognized over a weighted average period of 3.01 years.

The following summarizes option activity under the Plan:

 

 

 

Outstanding

Options

 

 

Weighted

Average

Exercise

Price

Per Share

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value (in

thousands)

 

Balances as of December 31, 2019

 

 

5,254,269

 

 

$

14.59

 

 

 

9.0

 

 

$

250,611

 

Options granted

 

 

1,328,940

 

 

$

61.06

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(7,129

)

 

$

3.49

 

 

 

 

 

 

 

 

 

Options forfeited and cancelled

 

 

(19,911

)

 

$

23.43

 

 

 

 

 

 

 

 

 

Balances as of March 31, 2020

 

 

6,556,169

 

 

$

24.00

 

 

 

7.7

 

 

$

161,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options vested and exercisable as of March 31, 2020

 

 

1,487,639

 

 

$

6.80

 

 

 

6.5

 

 

$

57,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 


 

The fair values of the employee stock options granted during the three months ended March 31, 2020 and 2019 was estimated at the date of grant using the Black-Scholes option-pricing model with the following average assumptions:

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Risk-free interest rate

 

 

1.47

%

 

 

2.53

%

Volatility

 

 

79.0

%

 

 

78.3

%

Expected term (in years)

 

6.08

 

 

6.08

 

Dividend yield

 

 

-

 

 

 

-

 

 

2019 Employee Stock Purchase Plan

In April 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective immediately prior to the date of the underwriting agreement related to the Company’s initial public offering. The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85 percent of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. Each offering period is 24 months, with new offering periods commencing every six months on the dates of June 11 and December 11 of each year. Each offering period consists of four  six month purchase periods (each a “Purchase Period”) during which payroll deductions of the participants are accumulated under the ESPP. The last business day of each Purchase Period is referred to as the “Purchase Date.” Purchase Dates are every six months on the dates of June 10 and December 10 of each year. A total of 288,938 shares of common stock were initially reserved for purchase under the ESPP.

The assumptions used for the three months ended March 31, 2020 and the resulting estimates of weighted-average fair value per share for stock purchased under the ESPP during such period were as follows:

 

 

Three Months Ended March 31,

 

 

 

2020

 

Risk-free interest rate

 

1.55 - 2.13%

 

Volatility

 

70.6 - 76.2%

 

Expected term (in years)

 

0.50 - 2.00

 

Dividend yield

 

 

-

 

 

Departure of Former Chief Scientific Officer (CSO)

On January 9, 2020, the Company entered into a Transition Separation and Consulting Agreement (the “Transition Agreement”) with the former CSO, Dr. Jingrong Jean Cui.  In connection with this Transition Agreement, Dr. Cui resigned from her position as CSO effective January 31, 2020 and thereafter agreed to serve as a consultant to the Company on an as needed basis until June 30, 2020.  In accordance with the terms of the Transition Agreement, the Company recorded $1.2 million in expense for the three months ended March 31, 2020 representing the cash severance that will be paid to Dr. Cui during 2020.  In addition, the terms of the Transition Agreement allow Dr. Cui to continue to vest her outstanding options through to the end of the consulting period on June 30, 2020.  Upon termination of the consulting period, Dr. Cui will immediately receive an additional eighteen months vesting of her stock options. In addition, Company will extend Dr. Cui’s period to exercise her vested stock options from ninety days to 12 months from the date of the termination of the consulting period.  

The Company determined that the modification to extend the term of vested stock options was a Type I modification pursuant to ASC 718, Compensation – Stock Compensation (ASC 718).  The acceleration of the vesting of the unvested stock options was deemed a Type III modification pursuant to ASC 718, because pursuant to Dr. Cui’s existing employment agreement as of her resignation date, these stock options would have been forfeited on the date of termination. These modifications resulted in the Company recognizing $31.4 million in stock-based compensation expense. Because the services to be performed during the consulting period were considered nonsubstantive, the Company recognized the full $31.4 million in stock-based compensation expense on the date of the modification and presented this amount in "general and administrative expenses" in these condensed financial statements.

 

12

 


 

Stock Based Compensation Expense

Stock based compensation expense for options granted under the Company's equity plans totaled the following (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Research and development

 

$

3,365

 

 

$

989

 

General and administrative

 

 

35,000

 

 

 

937

 

Total stock-based compensation

 

$

38,365

 

 

$

1,926

 

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following:

 

 

 

March 31,

 

 

 

2020

 

Common stock options outstanding

 

 

6,556,169

 

Options to purchase common stock available for issuance under equity incentive plan

 

 

2,761,449

 

Shares available for purchase under employee stock purchase plan

 

 

278,304

 

Total

 

 

9,595,922

 

 

13

 


 

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included in this Quarterly Report on Form 10-Q (Quarterly Report) and the audited financial statements and notes thereto as of and for the year ended December 31, 2019 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (SEC) on March 18, 2020.

Unless the context requires otherwise, references in this Quarterly Report to “we,” “us,” and “our” refer to Turning Point Therapeutics, Inc.

Forward-Looking Statements

In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” under Part II, Item 1A below. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Overview

We are a clinical-stage biopharmaceutical company designing and developing novel small molecule, targeted oncology therapies to address key limitations of existing therapies and improve the lives of patients. Our internally developed and wholly owned pipeline of next-generation tyrosine kinase inhibitors (TKIs) targets numerous genetic drivers of cancer in both TKI-naïve and TKI-pretreated patients. The pervasive challenges of intrinsic and acquired treatment resistance often limit the response rate and durability of existing therapies. One of these challenges is the emergence of solvent front mutations, which are a common cause of acquired resistance to currently approved therapies for ROS1, TRK and ALK kinases. We have developed a macrocycle platform enabling us to design proprietary small, compact TKIs with rigid three-dimensional structures that potentially bind to their targets with greater precision and affinity than other kinase inhibitors. We believe the TKIs generated from our drug discovery platform have the potential to be best-in-class.

Our lead drug candidate, repotrectinib, is being evaluated in an ongoing Phase 1/2 trial called TRIDENT-1 for the treatment of patients with ROS1+ advanced non-small-cell lung cancer (NSCLC) and patients with NTRK+ advanced solid tumors. We initiated the multi-cohort Phase 2 registrational portion of TRIDENT-1 in June 2019 and we plan to conduct the Phase 2 portion of the trial in up to 120 sites in North America, Europe and Asia-Pacific regions, and to enroll a total of approximately 320 patients. In April 2020, our independent Data Monitoring Committee met to review ongoing safety data from the trial and informed us the study should proceed. The Phase 2 portion of TRIDENT-1 is a registrational trial for potential approval in ROS1+ advanced NSCLC and NTRK+ advanced solid tumors.  The FDA has granted orphan drug designation for the development of repotrectinib in metastatic NSCLC with adenocarcinoma histology and fast track designation for the treatment of ROS1+ advanced NSCLC patients who have been previously treated with one prior line of platinum-based chemotherapy and one prior line of a ROS1 TKI.  In May 2020 the FDA also granted repotrectinib fast track designation for the treatment of ROS1+ advanced NSCLC patients who have not been previously treated with a ROS1 TKI.  In the Phase 1 portion of TRIDENT-1, utilizing the July 22, 2019 data cut-off, with a median follow-up of 20.1 months (range: 5.3 to 24.9+), repotrectinib demonstrated a confirmed overall response rate (ORR) by blinded independent central review (BICR) of 91 percent (N=11, 95% CI: 59–100) in patients with ROS1+ advanced NSCLC who are ROS1 TKI-naïve and repotrectinib demonstrated a median duration of response (DOR) of 23.1 months (95% CI: 5.6–NR) (based on Kaplan-Meier estimation). The probability of patients with a DOR ≥ 9 months, ≥ 12 months and ≥ 18 months was 78%, 65%, and 65%, respectively. Also, repotrectinib showed a median progression-free survival (PFS) of 24.6 months (95% CI: 7.2–NR).  With an additional 8.5 months of follow-up as of 6 April 2020, 4 of the 5 responding patients remained in a PR (partial response) per physician assessment data since the 22 July 2019 data cutoff and the duration of treatment ranged from 9.2 to 34.2+ months with 7 of the total 11 (64%) patients remaining on repotrectinib. All 7 (64%) remained on treatment for more than 17 months, 6 (55%) on treatment for more than 24 months, and  3 (27%) on treatment for more than 30 months at the time of the analysis.  Repotrectinib has demonstrated CNS activity among patients with ROS1+ advanced NSCLC who are ROS1 TKI-naïve, with an intracranial objective response rate (IC-ORR) of 100% (3 of 3 patients, 95% CI: 29–100) with durations of response, as of the 22 July 2019 data cut-off, of 14.8+, 17.6+ and 23.1 months. All three of these patients remained on treatment, as of 6 April 2020, for 26.0+, 28.5+ and 34.2+ months. We anticipate

14

 


 

reporting preliminary safety and efficacy data from approximately 30 to 40 patients across multiple Phase 2 cohorts of TRIDENT-1, including both registrational and exploratory cohorts, in the second half of 2020. We are monitoring overall study conduct and data collection to be in a position to potentially provide this update in the third quarter. We also commenced a Phase 1/2 study of repotrectinib in pediatric and young adult patients with ALK+, ROS1+ or TRK+ advanced solid tumors in November 2019.  

In addition to repotrectinib, our pipeline includes two clinical-stage multi-targeted kinase inhibitors, TPX-0022 (a novel MET/CSF1R/SRC inhibitor) and TPX-0046 (a novel RET/SRC inhibitor), and a preclinical ALK inhibitor, TPX-0131, which is entering investigational new drug (IND)-enabling studies. We initiated our Phase 1 clinical trial of TPX-0022 in patients with advanced solid tumors harboring genetic alterations in MET in July 2019. The Phase 1 trial is designed to evaluate the overall safety profile, pharmacokinetics and preliminary efficacy of TPX-0022 and includes a dose-escalation portion starting at 20 mg daily (QD), followed by dose expansion cohorts with a targeted enrollment of 120 patients at sites in North America, Europe, and Asia-Pacific regions. The dose expansion cohorts are planned to enroll MET therapy-naïve and pretreated NSCLC patients with MET exon 14 skipping mutations; patients with MET-amplified NSCLC, hepatocellular, gastric or gastroesophageal cancer; and patients with other solid tumors harboring MET kinase domain mutations or MET fusions. We anticipate reporting early interim data from initial patients treated with TPX-0022 in this Phase 1 trial in the second half of 2020.

We initiated our Phase 1/2 clinical trial of TPX-0046 in patients with advanced solid tumors harboring RET genetic alterations in the fourth quarter of 2019. The trial is designed to enroll TKI-naïve and TKI-pretreated patients with RET-altered non-small-cell lung, thyroid, and other advanced cancers in multiple cohorts to assess safety, tolerability, pharmacokinetics and preliminary clinical activity of TPX-0046, with a targeted enrollment of approximately 50 patients in the Phase 1 dose escalation portion, and approximately 300 patients in the Phase 2 expansion portion at sites in North America, Europe and Asia-Pacific regions. The study design allows intra-patient dose escalation based on tolerability in both RET TKI-treatment naïve and pretreated patients.

As we advance our clinical programs with site activations and patient enrollment across our three clinical-stage drug candidates, we are in close contact with our contract research organizations (CROs) and clinical sites as we navigate and seek to mitigate the impact of COVID-19 on our studies and current timelines. Measures we have taken in response to COVID-19, include where feasible, conducting remote clinical trial site activations and data monitoring, enabling patients to have routine tests conducted closer to home and allowing trial sites to evaluate certain patients remotely, in compliance with their local procedures.  Despite these efforts, we have experienced some delays in trial site initiations and patient enrollment in our TRIDENT-1 study and anticipate that we may experience some delays in our other studies. We may also experience delays in trial data collection and analysis.  In addition, the California stay at home order issued on March 19, 2020 has delayed some of our pipeline discovery research activities.

Our fourth drug candidate, TPX-0131 is a next-generation preclinical ALK inhibitor.  TPX-0131 has been designed with a compact macrocyclic structure and in preclinical studies has been shown to potently inhibit wildtype ALK and numerous ALK mutations, in particular the clinically observed G1202R solvent front mutation and G1202R/L1196M compound mutation.  Pending successful completion of IND-enabling studies, we anticipate submitting an IND for TPX-0131 in early 2021.

Since our inception, we have incurred significant operating losses. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our drug candidates. As of March 31, 2020, we had an accumulated deficit of $183.6 million and we incurred net losses of approximately $60.7 million and $13.5 million for the three months ended March 31, 2020 and 2019, respectively. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years.

We will not generate revenue from product sales until we successfully complete clinical development and obtain regulatory approval for our drug candidates. If we obtain regulatory approval for any of our drug candidates and do not enter into a commercialization partnership, we expect to incur significant expenses related to developing our internal commercialization capability to support product sales, marketing and distribution. We also expect to incur additional costs associated with operating as a public company.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. The COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets.  Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the pandemic. If the disruption persists and deepens, we could experience an inability to access additional capital. If we fail to raise capital or enter into such agreements we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our drug candidates.

15

 


 

Components of Our Results of Operations

Revenue

To date, we have not generated any revenue from product sales, licenses or collaborations and do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our drug candidates are successful and result in regulatory approval, we may generate revenue from future product sales. If we enter into license or collaboration agreements for any of our drug candidates or intellectual property, we may generate revenue in the future from payments as a result of such license or collaboration agreements.  We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our drug candidates. We may never succeed in obtaining regulatory approval for any of our drug candidates.

Operating Expenses

Research and Development Expenses

Research and development expenses include:

 

employee-related expenses, including salaries, related benefits, travel and stock-based compensation expense for employees engaged in research and development functions;

 

expenses incurred in connection with the preclinical and clinical development of our drug candidates, including expenses incurred under agreements with CROs;

 

the cost of consultants and contract manufacturing organizations (CMOs) that manufacture drug products for use in our preclinical studies and clinical trials; and

 

facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, insurance and supplies.

We expense research and development costs to operations as incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid assets. Our prepaid assets are expensed as the related goods are delivered or the services are performed.

Our direct research and development expenses are tracked on a program-by-program basis and consist primarily of external costs, such as fees paid to consultants, central laboratories, contractors, CMOs and CROs in connection with our preclinical and clinical development activities. We allocate indirect expenses, such as employee salaries, fringe benefits, facilities, travel and other miscellaneous expenses, based on an estimated percentage of time worked on programs.

The table below summarizes our research and development expenses incurred by development program for the periods presented (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Research and development expenses

 

 

 

 

 

 

 

 

Repotrectinib

 

$

12,976

 

 

$

7,122

 

Other research programs

 

 

9,793

 

 

 

3,329

 

Total research and development expenses

 

$

22,769

 

 

$

10,451

 

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance and administrative functions, including stock-based compensation. General and administrative expenses also include travel expenses and direct and allocated facility-related costs, as well as professional fees for legal, accounting and tax-related services and insurance costs.

We anticipate that our general and administrative expenses will increase as a result of increased payroll, expanded infrastructure and higher consulting, legal and tax-related services associated with maintaining compliance with stock exchange listing and SEC requirements, accounting and investor relations costs, and director and officer insurance premiums associated with being a public company.

Other income, net

Other income, net consists of interest earned on cash and cash equivalents and our marketable securities.

16

 


 

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses and other income during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to preclinical and clinical study accruals and stock-based compensation costs. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

There were no significant changes during the three months ended March 31, 2020 to the items that we disclosed as our critical accounting policies and estimates in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Results of Operations

Comparison of the Three Months Ended March 31, 2020 and 2019

The following table summarizes our results of operations for the three months ended March 31, 2020 and 2019 (in thousands):

 

 

Three Months Ended March 31,

 

 

 

 

 

 

2020

 

 

2019