Camp4 Therapeutics Corp
For the period ended Mar 31, 2025. Filed May 13, 2025.
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Mar 31, 2025 · Filed May 13, 2025
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
- Basis of Presentation and Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission for interim financial reporting, consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, consolidated results of operations, and consolidated cash flows for the interim periods presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative standards of U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). This report should be read in conjunction with the audited consolidated financial statements in our 2024 Form 10-K.
These condensed consolidated financial statements include CAMP4 Therapeutics Corporation and its wholly-owned subsidiary, CAMP4 Therapeutics Pty Ltd (together, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. The significant accounting policies used in the preparation of these condensed consolidated financial statements for the three months ended March 31, 2025 are consistent with those described in the Company’s 2024 Form 10-K. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods.
Reverse Stock Split
On October 3, 2024, the Company effected a one-for-11.2158 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split.
Initial Public Offering
On October 15, 2024, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 6,820,000 shares of its common stock to the public at a price of $11.00 per share, resulting in net proceeds of $65.8 million, after deducting underwriting discounts and commissions of $5.3 million and other offering expenses of $4.0 million. In addition, on November 1, 2024, the Company received proceeds of $6.6 million, after deducting underwriting discounts and commissions of $0.5 million, pursuant to the partial exercise by the underwriters of their option to purchase 643,762 additional shares in the IPO. Collectively, the Company received aggregate net proceeds of $72.4 million. Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 11,648,582 shares of common stock.
In connection with the completion of its IPO, on October 15, 2024, the Company’s certificate of incorporation was amended and restated to authorize the issuance of up to 175,000,000 shares of common stock, par value $0.0001 per share and 25,000,000 shares of preferred stock, par value of $0.0001 per share.
Liquidity and Going Concern
As of March 31, 2025, the Company had approximately $49.3 million of cash and cash equivalents and working capital of approximately $45.2 million. The Company has a relatively limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operations since its inception and, as of March 31, 2025, the Company had an accumulated deficit of $224.2 million. During the three months ended March 31, 2025, the Company incurred a net loss of $12.4 million and had negative cash flows from operating activities of $14.3 million. The Company will continue to incur significant costs and expenses related to its ongoing operations until it successfully develops, obtains regulatory approval for and gains market acceptance of a product candidate and achieves revenues adequate to support the Company’s operations.
From inception to March 31, 2025, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock and common stock, including in its IPO, as well as through revenues from its license and collaboration agreements. Based on its current operating plan, the Company estimates that its cash and cash equivalents as of March 31, 2025 will be sufficient to fund its operating expenses and capital expenditure requirements into the second quarter of 2026. However, the Company has based this estimate on assumptions that may prove to be wrong, and could deplete its capital resources sooner than it currently expects. The Company’s capital resources may not be sufficient to fund operations through at least the next twelve months from the date that these condensed consolidated financial statements as of March 31, 2025 are issued based on its expected cash needs, which raises substantial doubt about the Company’s ability to continue as a going concern. As the Company continues to pursue its business plan, it expects to finance its operations through potential public or private equity offerings, debt financings or other capital sources, including current or potential future collaborations, licenses and other similar arrangements. However, there can be no assurance that any additional financing or strategic arrangements will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it may be necessary to significantly reduce its scope of operations to reduce its rate of spending through actions such as reductions in staff and delaying, limiting, reducing or terminating product development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of its condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses in the condensed consolidated financial statements and the related disclosures in the accompanying notes. The Company bases its estimates on historical experience and various relevant assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods that are not readily apparent from other sources. Changes in estimates are recorded in the financial results of the period in which the new information becomes available. The actual results experienced may differ materially from the Company's estimates.
Restricted Cash
The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the condensed consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the corresponding amounts shown in the condensed consolidated statements of cash flows (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Cash and cash equivalents | $49,323 | $64,039 |
| Restricted cash | 1,624 | 1,624 |
| Total cash, cash equivalents, and restricted cash | $50,947 | $65,663 |
Comprehensive Loss
There were no differences between net loss and comprehensive loss presented in the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024.
Recently Issued Accounting Standards
Accounting standards not listed below were assessed and determined not to be applicable or are expected to have a minimal impact on the Company’s condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. ASU 2023-09 will result in the required additional disclosures being included in the Company’s annual consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. For public business entities, the guidance is effective for interim and annual periods beginning after December 15, 2026. Early adoption is permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. The guidance may be applied on a prospective basis or retrospectively for all prior periods presented in the financial statements. ASU 2024-03 will result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted.
- Fair Value Measurements
The following tables present the financial instruments carried at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, respectively, in accordance with the ASC 820 hierarchy (in thousands):
| Fair Value Measurements at March 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Cash equivalents | $46,389 | $— | $— | $46,389 |
| Fair Value Measurements at December 31, 2024 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Cash equivalents | $60,819 | $— | $— | $60,819 |
The carrying amounts reflected in the condensed consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values, which approximate their fair values.
- Other Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| R&D expenses | $945 | $979 |
| Insurance expense | 394 | 591 |
| Software and subscriptions expense | 427 | 337 |
| Variable lease expense | 118 | 118 |
| Federal R&D tax credit receivable | 106 | 108 |
| Other | 362 | 211 |
| Total prepaid expenses and other current assets | $2,352 | $2,344 |
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Leasehold improvements | $4,518 | $4,518 |
| Laboratory equipment | 4,296 | 4,078 |
| Computer and software | 938 | 969 |
| Furniture and fixtures | 524 | 524 |
| Total property and equipment | 10,276 | 10,089 |
| Less: accumulated depreciation and amortization | (6,673) | (6,231) |
| Total property and equipment, net | $3,603 | $3,858 |
The Company incurred depreciation and amortization expense of $0.4 million for each of the three months ended March 31, 2025 and 2024, which included nominal finance lease right-of-use (“ROU”) asset amortization (see Note 4).
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| March 31,2025 | December 31,2024 | |
|---|---|---|
| Employee compensation and benefits | $781 | $3,111 |
| Professional fees | 617 | 661 |
| External R&D expenses | 84 | 524 |
| Other | 356 | 537 |
| Total accrued expenses | $1,838 | $4,833 |
- Commitments and Contingencies
Operating Leases
The Company continues to lease office and laboratory space in Cambridge, Massachusetts and Boulder, Colorado, which leases expire on June 30, 2027 and September 30, 2028, respectively. The table below summarizes the Company’s operating lease costs for the three months ended March 31, 2025 and 2024 (in thousands except for lease terms and borrowing rates):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating lease costs: | ||
| Lease expense | $609 | $609 |
| Short-term lease expense | 14 | 13 |
| Variable lease expense | 293 | 335 |
| Total operating lease costs | $916 | $957 |
| Other information: | ||
| Operating cash flows used for operating leases | $1,136 | $1,103 |
| Weighted-average remaining lease term in years | 2.4 | 3.3 |
| Weighted-average incremental borrowing rate | 6.73% | 6.72% |
Maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):
| 2025 remaining | $2,603 |
| 2026 | 3,558 |
| 2027 | 1,980 |
| 2028 | 264 |
| Total lease payments | 8,405 |
| Less: amount representing imputed interest | (635) |
| Total future minimum lease obligations | $7,770 |
Finance Leases
The Company leases certain specialized lab equipment under several finance lease agreements with maturities ranging from April 2025 to November 2028. The table below summarizes the Company’s finance lease costs for the three months ended March 31, 2025 and 2024 (in thousands except for lease terms and borrowing rates):
| Three Months Ended March 31, | |||
|---|---|---|---|
| Classification | 2025 | 2024 | |
| Finance lease costs: | |||
| Amortization of ROU assets | Depreciation and amortization | $26 | $49 |
| Interest on lease liabilities | Other expense | 3 | 9 |
| Total finance lease costs | $29 | $58 | |
| Other information: | |||
| Operating cash flows used for finance leases | $49 | $89 | |
| Weighted-average remaining lease term in years | 2.4 | 1.7 | |
| Weighted-average incremental borrowing rate | 7.92% | 8.16% | |
Maturities of finance lease liabilities as of March 31, 2025 were as follows (in thousands):
| 2025 remaining | $61 |
| 2026 | 31 |
| 2027 | 31 |
| Total lease payments | 123 |
| Less: amount representing imputed interest | (22) |
| Total future minimum lease obligations | $101 |
Legal Proceedings
There are no matters currently outstanding for which any liabilities have been accrued or require disclosure.
- Collaboration and License Agreements
In-License Agreements
Children’s Medical Center Corporation
In April 2018, the Company entered into a development and license agreement (the “CMCC Agreement”) with Children’s Medical Center Corporation (“CMCC”). The CMCC Agreement allows the Company to use CMCC’s proprietary intellectual property to conduct research, development and commercialization of products utilizing CMCC’s proprietary intellectual property in return for specified payments. The proprietary intellectual property licensed pursuant to this agreement is related to certain legacy programs the Company is not pursuing which were subsequently sublicensed to Fulcrum Therapeutics, Inc. (“Fulcrum”), as described below. As part of the CMCC Agreement, the Company issued a total of 15,123 shares of common stock to CMCC and its affiliates based on the fair value of the common stock on the date of issuance.
The Company is obligated to pay potential development milestone payments under the terms of the CMCC Agreement of up to $7.7 million for the first licensed target, $3.9 million for the second licensed target and $1.9 million for the third licensed target upon the achievement of certain specified contingent events. If commercial sales of a licensed product commence, the Company will pay CMCC royalties at percentage rates ranging in the low- to mid-single digits on net sales of licensed products in countries where such product is protected by patent rights. The Company incurred de minimis royalties owed to CMCC for each of the three months ended March 31, 2025 and 2024 under the CMCC Agreement and recorded the amounts in R&D expense in the condensed consolidated statements of operations and comprehensive loss. Further, under the terms of the CMCC Agreement, the Company is required to payten percent of any upfront payment received under a sublicensing agreement entered into prior to the initiation of the first investigational new drug study. The Company re-evaluates the likelihood of achieving future milestones at the end of each reporting period. As of March 31, 2025, the Company determined that the likelihood of achieving future milestones was not probable.
Whitehead Institute for Biomedical Research
In October 2019, the Company entered into a patent license agreement (as subsequently amended, the “Whitehead Agreement”) with the Whitehead Institute for Biomedical Research (“Whitehead”). Under the Whitehead Agreement, the Company was granted a worldwide, royalty-bearing, sublicensable license under certain patent rights owned or controlled by Whitehead. Upon entering into the Whitehead Agreement, the Company paid an initial $0.1 million license issuance fee and has paid de minimis additional fees in connection with subsequent amendments to the Whitehead Agreement. In addition, the Company is obligated to pay certain filing, prosecution and maintenance fees with respect to certain patent rights licensed.
The Company is also obligated to pay potential development milestone payments to Whitehead of up to $1.9 million upon the achievement of certain specified contingent events. In addition, if the Company successfully commercializes a product under the Whitehead Agreement, it is obligated to pay tiered royalties at percentage rates ranging from less thanone percent to the mid-single digits of net sales or of running royalties of net sales, subject to specified reductions, until either the last-to-expire valid claim of a Whitehead patent covering the product orseven years after the first commercial sale, in each case on a product-by-product and country-by-country basis.
The Company incurred de minimis fees under the Whitehead Agreement for each of the three months ended March 31, 2025 and 2024. These fees are recorded in R&D expense in the Company’s condensed consolidated statements of operations and comprehensive loss.
Sublicense Agreement
Fulcrum Therapeutics, Inc.
In July 2023, the Company entered into a license agreement (the “Fulcrum Agreement”) with Fulcrum. Under the Fulcrum Agreement, the Company granted an exclusive license related to the Company’s intellectual property (“IP”) and granted a non-exclusive sublicense for IP obtained through the CMCC Agreement. In exchange for the license rights, Fulcrum paid the Company a $0.4 million upfront payment. In the event that Fulcrum achieves certain development and commercial milestones, Fulcrum will be obligated to pay the Companyone-time milestone payments ranging from $0.6 million to $20.0 million, depending on the product and milestone achieved. In addition, under the Fulcrum Agreement there are potential de minimis minimum annual royalty payments as well as sales-based royalties of up to the low-double digits upon commercialization.
The Company assessed this arrangement in accordance with ASC Topic 606, Revenue from Contracts with Customers(“ASC 606”), and concluded that the contract counterparty, Fulcrum, is a customer. In accordance with ASC 606, the Company determined that there isone performance obligation in the Fulcrum Agreement, consisting of the exclusive and non-exclusive license rights granted to Fulcrum. The transaction price was comprised of the fixed consideration of $0.4 million and was recognized upon transfer of control of the licenses at a point in time upon contract execution. The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the three months ended March 31, 2025 and 2024, the Company determined the variable consideration was fully constrained.
The sales-based royalty fee is considered variable consideration and will be recognized as revenue as such sales occur. The sales-based royalty fee qualifies for the royalty constraint exception and does not require an estimate of the future transaction price.
The Company didnot record any license revenue pursuant to the Fulcrum Agreement for either of the three months ended March 31, 2025 or 2024.
Collaborative Arrangement
Eli Lilly and Company
In July 2023, the Company executed a Material Transfer Agreement (as subsequently amended, the “MTA”) with Eli Lilly and Company (“Eli Lilly”). As part of the MTA, the Company and Eli Lilly agreed to perform R&D activities to generate up tothree antisense oligonucleotides (“ASOs”) in accordance with a prescribed workplan. The Company evaluated the MTA under ASC 808 and concluded that it is a collaboration arrangement. The Company and Eli Lilly are jointly overseeing the R&D activities under the MTA. In addition, both parties are exposed to significant risks and potential rewards under the MTA. For the three months ended March 31, 2025 and 2024, the Company recorded $0.1 million and $0.2 million, respectively, as a reduction in R&D expense in the condensed consolidated statement of operations and comprehensive loss as a result of the earned R&D reimbursement from Eli Lilly. Additionally, the Company had an unbilled receivable of less than $0.1 million and $0.1 million recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.
Research and Collaboration Arrangement
BioMarin Pharmaceutical Inc.
In September 2024, the Company entered into a Collaboration and License Agreement (the “BioMarin Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”). Under the terms of the BioMarin Agreement, BioMarin paid the Company an upfront, nonrefundable payment of $1.0 million, and will reimburse the Company for certain research activities. On a per-program basis, the Company will be eligible to receive up to $5.0 million in future contingent preclinical milestones, up to $75.0 million in future contingent development and regulatory milestones and up to $105.0 million in commercial sales milestones. The Company will be further eligible to receive tiered royalties at percentage rates ranging from the low to high single digits of net sales, subject to specified reductions, until either the last-to-expire valid claim of a patent covering the product, ten years after the first commercial sale, or the expiration of any applicable regulatory exclusivity obtained for the product, in each case on a product-by-product and country-by-country basis. The agreement may be terminated in its entirety or on a program-by-program basis for convenience by BioMarin. The agreement may also be terminated by either the Company or BioMarin under certain other circumstances, including material breach, as set forth in the agreement. The notice periods for termination provisions range from 30 days to 270 days depending on the reason for termination.
The Company assessed this arrangement in accordance with ASC 606 and concluded that BioMarin is a customer and there is one performance obligation, consisting of a bundle of R&D activities and license right grants. The performance obligation also includes participation in a joint steering committee, the grant of an exclusive license to BioMarin, the grant of a non-exclusive license to the data resulting from the R&D activities, performing the R&D activities in accordance with the contractual work plan, and providing quarterly progress reports. The transaction price was comprised of the fixed consideration of $3.8 million and will be recognized over time based upon a cost-to-cost method. Any deferred revenue recorded will be classified as short-term. The Company believes this work will be completed within 12 months of contract execution and thus, the related revenue will be recognized over that period.
The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the three months ended March 31, 2025, the Company determined the variable consideration was fully constrained.
For the three months ended March 31, 2025, the Company recognized $0.9 million in collaboration revenue under the BioMarin Agreement. Additionally, the Company had an unbilled receivable of less than $0.1 million as of March 31, 2025 and deferred revenue of $0.3 million as of December 31, 2024 recorded on the consolidated balance sheet, respectively.
- Stockholders’ Equity
Common and Preferred Stock
The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $0.0001 par value common stock and up to 25,000,000 shares of $0.0001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s common stock, or delaying or preventing a change in control. As of March 31, 2025, no shares of preferred stock were outstanding.
Each share of common stock entitles the holder toone vote, together with the holders of any preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of March 31, 2025, no cash dividends have been declared or paid.
Reserved Shares
As of March 31, 2025, the Company has reserved the following shares of common stock for future issuance:
| Shares reserved for future issuance under the 2024 Equity Incentive and Employee Stock Purchase Plan | 2,995,694 |
|---|---|
| Stock options outstanding | 2,215,308 |
| Restricted stock vesting | 4,277 |
| Warrants | 142 |
| Total | 5,215,421 |
- Stock-Based Compensation
2024 Equity Incentive Plan
In October 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock unit awards, and other stock-based awards to employees, directors, and non-employee service providers of the Company.
Awards granted under the 2024 Plan expire no later thanten years from the date of grant. The price of stock options shall not be less than 100% of the estimated fair value on the date of grant and typically vest over afour-year period, although awards may be granted with different vesting terms. The 2024 Plan initially reserved 2,143,039 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (i)5% of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 Plan, an additional 604,832 shares of common stock were added to the number of available shares, effective January 1, 2025. As of March 31, 2025, there were 2,579,781 shares of common stock reserved and available for issuance pursuant to the 2024 Plan.
2024 Employee Stock Purchase Plan
In October 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective in connection with the Company’s IPO. The 2024 ESPP initially reserved 214,303 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (1)1% of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (2) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 ESPP, an additional 201,610 shares of common stock were added to the number of available shares, effective January 1, 2025. As of March 31, 2025, there were 415,913 shares of common stock reserved and available for issuance pursuant to the 2024 ESPP.
The 2024 ESPP permits eligible employees to enroll insix-month offering periods. Participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85% of the fair market value of the common stock on the first or last day of the applicable offering period, whichever is lower. Purchase dates under the 2024 ESPP occur on or around January 1 and July 1 each year. As of March 31, 2025, there have been no offering periods.
2016 Equity Incentive Plan
In 2016, the Company adopted the Marauder Therapeutics, Inc. 2016 Stock Option and Grant Plan (the “2016 Plan”) that provided for the grant of stock options, restricted stock units, and other stock-based awards to employees, directors, and non-employee service providers of the Company. The 2016 Plan was suspended in connection with the Company’s IPO and no further grants will be made. The 2016 Plan continues to govern the terms and conditions of outstanding awards granted under the 2016 Plan.
Stock Option Activity
The following table summarizes stock option activity for the three months ended March 31, 2025 (in thousands, except share and per share amounts):
| Number of outstanding options | Weightedaverageexerciseprice | Weightedaverageremainingcontractualterm in years | Aggregate intrinsic value | |
|---|---|---|---|---|
| Balance as of December 31, 2024 | 2,119,425 | $7.87 | 7.98 | $751 |
| Granted | 104,096 | $5.21 | ||
| Forfeited/Cancelled | (8,212) | $6.83 | ||
| Exercises | (1) | $2.12 | $— | |
| Balance as of March 31, 2025 | 2,215,308 | $7.75 | 7.60 | $453 |
| Vested and expected to vest as of March 31, 2025 | 2,215,308 | $7.75 | 7.60 | $453 |
| Exercisable as of March 31, 2025 | 1,284,481 | $6.99 | 6.94 | $453 |
Restricted Stock Award Activity
A summary of restricted stock award activity for the three months ended March 31, 2025 is as follows:
| Number of shares | Weighted averagefair value | |
|---|---|---|
| Unvested as of December 31, 2024 | 15,943 | $1.75 |
| Vested | (11,666) | $1.95 |
| Unvested as of March 31, 2025 | 4,277 | $1.20 |
All restricted common stock awards were initially issued at a price determined to be fair value on the date of grant. The Company recognizes forfeitures of restricted common stock as they occur. As of March 31, 2025, there was a de minimis amount of unrecognized restricted stock-based compensation expense, which is expected to be recognized over a weighted average period of 0.2 years.
Stock-Based Compensation Expense
The following table presents the components and classification of stock-based compensation expense for the three months ended March 31, 2025 and 2024 as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Options | $830 | $825 |
| Restricted stock awards | 31 | 31 |
| Total | $861 | $856 |
| Research and development | $476 | $506 |
| General and administrative | 385 | 350 |
| Total | $861 | $856 |
The Company has an aggregate $6.3 million of gross unrecognized stock-based compensation expense as of March 31, 2025 remaining to be recognized over a weighted average period of 2.3 years.
- Income Taxes
No provision for federal, state, or foreign income taxes has been recorded for the three months ended March 31, 2025 and 2024 and the effective tax rate was zero. The Company has incurred net operating losses for all the periods presented and has not reflected any benefit for such net operating loss carryforwards in the accompanying condensed consolidated financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods. The Company has recorded a full valuation allowance against its deferred tax assets as it is more likely than not that such assets will not be realized in the near future.
The Company had no reserves related to uncertain tax positions as of March 31, 2025 and December 31, 2024. For the three months ended March 31, 2025 and 2024, the Company hasnot recognized any potential interest or penalties. The Company is not currently subject to any tax assessment from an income tax examination in the U.S. or any other taxing jurisdiction.
- Segment Reporting
The Company manages its business activities on a consolidated basis and operates as a single operating segment, R&D, which engages in the business of developing a new class of RNA-based therapeutics to treat a broad range of genetic diseases. The Company’s operations are primarily in the United States.
The operating financial results of the Company’s R&D segment for the three months ended March 31, 2025 and 2024 are as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $858 | $— |
| Less: Significant segment expenses | ||
| Personnel-related expenses | 5,187 | 4,681 |
| Clinical and preclinical expenses | 4,479 | 4,374 |
| Facilities-related and overhead | 1,976 | 1,908 |
| Professional and consulting fees | 1,601 | 1,521 |
| Corporate expenses | 581 | 241 |
| Travel and entertainment | 134 | 150 |
| Plus: Other segment income | 667 | 423 |
| Segment net loss | $(12,433) | $(12,452) |
- Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Numerator: | ||
| Net loss attributable to common stockholders | $(12,433) | $(12,452) |
| Denominator: | ||
| Weighted-average common shares outstanding, basic and diluted | 20,152,872 | 468,695 |
| Net loss per share attributable to common stockholders, basic and diluted | $(0.62) | $(26.57) |
The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders at March 31, 2025 and 2024 because including them would have had an anti-dilutive effect:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Conversion of preferred stock | — | 11,648,582 |
| Shares reserved for future issuance under the 2024 Equity Incentive Plan and ESPP | 2,995,694 | — |
| Stock options outstanding | 2,215,308 | 2,535,813 |
| Restricted stock vesting | 4,277 | 59,653 |
| Conversion of common stock warrant | 142 | 142 |
| Total | 5,215,421 | 14,244,190 |
- Related Parties
In September 2015, the Company entered into consulting agreements with itstwo founders, related parties who hold shares of the Company’s common stock, to provide R&D and strategic planning services. For the three months ended March 31, 2025 and 2024, the Company recognized R&D expense totaling less than $0.1 million, respectively, related to work performed under the founder agreements. The Company hadno amount due to the founders at either March 31, 2025 or 2024. For each of the three months ended March 31, 2025 and 2024, the Company recognized stock-based compensation expense totaling less than $0.1 million related to consulting agreements.
In March 2019, the Company entered into a consulting agreement with an executive consultant, a related party who holds shares of the Company’s common stock. For the three months ended March 31, 2025 and 2024, the Company recognized G&A expense totaling less than $0.1 million, respectively, related to work performed under the consulting agreement. The Company hadno amounts due to the consultant at either March 31, 2025 or 2024. For each of the three months ended March 31, 2025 and 2024, the Company recognized stock-based compensation expense totaling less than $0.1 million related to the consulting agreement.
- Subsequent Events
In April 2025, the Company became eligible to receive a $0.6 million milestone payment pursuant to the Fulcrum Agreement. As of the effective date of the Fulcrum Agreement, this milestone was considered fully constrained variable consideration under ASC 606. The Company included the $0.6 million in the transaction price and recognized the $0.6 million as research and collaboration revenue in April 2025. Under the terms of the CMCC Agreement, the Company is required to payten percent of this milestone to CMCC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.