SEC Filing - Turning Point Therapeutics, Inc.

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tptx-10q_20200930.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 September 30, 2020


☐	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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 November 6, 2020, the registrant had 48,172,447 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	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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	75
SIGNATURES		76

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Turning Point Therapeutics, Inc.

Condensed Balance Sheets

(In thousands, except share and par value amounts)

	September 30,			December 31,
	2020			2019
Assets	Unaudited
Current assets:
Cash and cash equivalents	$	312,278		$	48,188
Marketable securities		399,110			360,963
Prepaid and other current assets		6,775			5,796
Total current assets		718,163			414,947
Property and equipment, net		2,551			2,689
Right-of-use lease assets		3,651			4,493
Other assets		268			73
Total assets	$	724,633		$	422,202
Liabilities and stockholders' equity
Liabilities:
Current liabilities:
Accounts payable	$	4,552		$	2,150
Accrued expenses and other current liabilities		8,542			3,910
Accrued compensation		5,807			6,736
Current portion of operating lease liabilities		1,355			1,236
Total current liabilities		20,256			14,032
Operating lease liabilities, long-term		2,789			3,819
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.0001 par value;10,000,000 shares authorized at September 30, 2020 and December 31, 2019, zero shares outstanding at September 30, 2020 and December 31, 2019		-			-
Common stock, $0.0001 par value; 200,000,000 shares authorized at September 30, 2020 and December 31, 2019; 42,213,364 and 35,915,119 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		5			4
Additional paid-in capital		933,971			526,960
Accumulated other comprehensive income		412			271
Accumulated deficit		(232,800	)		(122,884	)
Total stockholders' equity		701,588			404,351
Total liabilities and stockholders’ equity	$	724,633		$	422,202

See accompanying notes.

Turning Point Therapeutics, Inc.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue	$	25,000			-		$	25,000		$	-
Operating expenses:
Research and development		32,213			16,640			79,136			40,802
General and administrative		11,326			5,500			59,761			13,857
Total operating expenses		43,539			22,140			138,897			54,659
Loss from operations		(18,539	)		(22,140	)		(113,897	)		(54,659	)
Other income, net		834			1,657			3,981			3,487
Net loss		(17,705	)		(20,483	)		(109,916	)		(51,172	)
Unrealized (loss) gain on marketable securities, net of tax		(606	)		(24	)		141			322
Comprehensive loss	$	(18,311	)	$	(20,507	)	$	(109,775	)	$	(50,850	)
Net loss per share, basic and diluted	$	(0.42	)	$	(0.63	)	$	(2.82	)	$	(2.54	)
Weighted-average common shares outstanding, basic and diluted		42,185,824			32,312,814			38,914,789			20,178,979

See accompanying notes.

Turning Point Therapeutics, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity

(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		Income (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
Option exercises		–			–			3,049		–		31		–			–			31
Shares issued under employee stock purchase plan		–			–			14,425		–		504		–			–			504
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs		–			–			6,229,167		1		351,610		–			–			351,611
Stock-based compensation expense		–			–			–		–		7,404		–			–			7,404
Net loss		–			–			–		–		–		–			(31,493	)		(31,493	)
Other comprehensive income		–			–			–		–		–		1,063			–			1,063
Balance at June 30, 2020		–			–			42,168,889		5		924,899		1,018			(215,095	)		710,827
Option exercises		–			–			44,475		–		508		–			–			508
Stock-based compensation expense		–			–			–		–		8,564		–			–			8,564
Net loss		–			–			–		–		–		–			(17,705	)		(17,705	)
Other comprehensive loss		–			–			–		–		–		(606	)		–			(606	)
Balance at September 30, 2020		–		$	–			42,213,364	$	5	$	933,971	$	412		$	(232,800	)	$	701,588

	Convertible Preferred Stock						Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital		Income			Deficit			Equity (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	)
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs		–			–			10,637,500		1		175,150		–			–			175,151
Conversion of preferred stock into common stock		(65,423,901	)		(145,916	)		16,993,194		2		145,914		–			–			145,916
Option exercises		–			–			242,876		–		591		–			–			591
Stock-based compensation expense		–			–			–		–		3,059		–			–			3,059
Net loss		–			–			–		–		–		–			(17,142	)		(17,142	)
Other comprehensive income		–			–			–		–		–		345			–			345
Balance at June 30, 2019		–			–			31,297,423		4		329,008		345			(81,442	)		247,915
Option exercises		–			–			41,773		–		96		–			–			96
Stock-based compensation expense		–			–			–		–		3,493		–			–			3,493
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs		–			–			4,500,000		–		189,526		–			–			189,526
Net loss		–			–			–		–		–		–			(20,483	)		(20,483	)
Other comprehensive loss		–			–			–		–		–		(23	)		–			(23	)
Balance at September 30, 2019		–		$	–			35,839,196	$	4	$	522,123	$	322		$	(101,925	)	$	420,524

See accompanying notes.

Turning Point Therapeutics, Inc.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine months ended
	2020			2019
Operating activities
Net loss	$	(109,916	)	$	(51,172	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		54,333			8,478
Depreciation		647			322
Accretion of premium (discount) on marketable securities		175			(846	)
Amortization of right-of-use operating lease asset		1,139			707
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(978	)		(4,618	)
Accounts payable		2,686			1,196
Accrued expenses and other current liabilities		3,423			(122	)
Accrued compensation		(929	)		2,370
Net cash used in operating activities		(49,420	)		(43,685	)

Investing activities
Purchases of marketable securities		(351,167	)		(264,909	)
Sales and maturities of marketable securities		312,986			14,923
Purchases of property and equipment		(874	)		(983	)
Net cash used in investing activities		(39,055	)		(250,969	)

Financing activities
Proceeds from issuance of common stock in initial public offering, net		–			175,151
Proceeds from issuance of common stock in public offering, net of offering costs		351,611			190,186
Costs paid in connection with financing		(114	)		–
Proceeds from issuance of common stock under equity incentive plans		1,068			709
Net cash provided by financing activities		352,565			366,046

Net increase (decrease) in cash and cash equivalents		264,090			71,392
Cash and cash equivalents at the beginning of period		48,188			101,029
Cash and cash equivalents at the end of period		312,278			172,421

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	1		$	1
Supplemental disclosure of non-cash investing and financing information:
Purchases of property and equipment in accounts payable	$	108		$	523
Costs incurred in connection with a public offering included in accounts payable and accrued expenses	$	81		$	660
Operating lease liabilities arising from obtaining right-of-use assets	$	-		$	5,554

See accompanying notes.

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 September 30, 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 further disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the pandemic. If such further disruption occurs, 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.

Revenue

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue From Contracts With Customers (ASC 606). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

The Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations.

The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct.

The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (SSP) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs.

If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received.

For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied.

In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method.

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 determining the SSP of performance obligations associated with collaboration arrangements, 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.

Concentration of Credit Risk

Substantially all of the Company’s cash, cash equivalents, and marketable securities are held at two financial institutions. Due to the financial strength of the depository institutions, the Company believes 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 September 30, 2020, cash and cash equivalents and marketable securities totaling $711.1 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, the Company believes represent a minimal credit risk.

Clinical Trial Costs and Accruals

A significant portion of the Company’s clinical trial costs relate to contracts with contract research organizations (CROs). The financial terms of the Company’s CRO contracts may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate clinical trial expenses in the Company’s financial statements by matching those expenses with the period in which services and efforts are expended. As part of the process of preparing the Company’s financial statements, the Company evaluates cost information provided by the Company’s CROs concerning estimated monthly expenses for services rendered and unbilled obligations as the sponsor of the Company’s clinical trials. Accordingly, the Company’s clinical trial accrual is dependent upon the timely and accurate reporting of CROs and other third-party vendors, and the Company’s ability to accurately estimate any unbilled obligations. If the contracted amounts are modified, for instance, as a result of changes in the clinical trial protocol or scope of work to be performed, the Company’s modifies its accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain.

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 restricted stock units. The Company excluded stock options to purchase common stock and restricted stock units from the number of shares used to calculate diluted shares outstanding because the inclusion of these potentially dilutive securities would have been antidilutive.

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

	September 30,
	2020		2019
Common stock options		6,669,220		5,119,383
RSUs		21,500		-
Total		6,690,720		5,119,383

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 ASU 2016-13 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.

At September 30, 2020, marketable securities consisted of the following (in thousands):

				Unrealized
	Maturity in Years	Amortized Cost		Gains		Losses			Fair Value
US Treasuries	2 years or less		62,307		7		(2	)		62,312
U.S. Government agency securities	2 years or less		65,322		39		(2	)		65,359
Corporate debt securities	2 years or less		179,017		375		(36	)