Form 10-Q - Quarterly report [Sections 13 or 15(d)]
08 November 2024 - 8:06AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR
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☐ |
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: 001-41989
BOUNDLESS BIO, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
83-0751369 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9880 Campus Point Drive, Suite 120 San Diego, CA 92121 |
92121 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (858) 766-9912
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
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BOLD |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
Emerging growth company |
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☒ |
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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, 2024, the registrant had 22,300,043 shares of common stock, $0.0001 par value per share, outstanding.
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Boundless Bio, Inc.
Condensed Balance Sheets
(in thousands, except share and par value data)
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September 30, 2024 |
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December 31, 2023 |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
40,214 |
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$ |
23,706 |
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Short-term investments |
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126,921 |
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97,046 |
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Prepaid expenses and other current assets |
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3,314 |
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3,452 |
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Total current assets |
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170,449 |
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124,204 |
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Property and equipment, net |
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3,959 |
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2,573 |
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Right-of-use asset, net |
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109 |
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2,002 |
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Restricted cash |
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560 |
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560 |
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Other assets |
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16 |
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555 |
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Total assets |
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$ |
175,093 |
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$ |
129,894 |
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Liabilities, convertible preferred stock, and stockholders’ equity / (deficit) |
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Current liabilities |
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Accounts payable and accrued liabilities |
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$ |
7,041 |
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$ |
4,266 |
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Accrued compensation |
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2,848 |
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2,898 |
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Lease liabilities, current portion |
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121 |
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2,195 |
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Total current liabilities |
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10,010 |
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9,359 |
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Commitments and contingencies (Note 8) |
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Convertible preferred stock, $0.0001 par value; no shares authorized, issued, or outstanding as of September 30, 2024; 287,446,844 shares authorized, issued, and outstanding as of December 31, 2023; liquidation preference of $252.1 million as of December 31, 2023 |
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— |
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247,617 |
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Stockholders’ equity / (deficit): |
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Preferred stock, $0.0001 par value; 70,000,000 shares authorized and no shares issued and outstanding as of September 30, 2024; no shares authorized and no shares issued and outstanding as of December 31, 2023 |
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— |
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— |
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Common stock, $0.0001 par value; 700,000,000 shares authorized, 22,254,537 shares issued, and 22,254,465 shares outstanding as of September 30, 2024; 402,600,000 shares authorized, 1,248,493 shares issued, and 1,247,012 shares outstanding as of December 31, 2023 |
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2 |
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— |
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Additional paid-in-capital |
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349,869 |
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8,987 |
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Accumulated other comprehensive income |
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236 |
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40 |
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Accumulated deficit |
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(185,024 |
) |
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(136,109 |
) |
Total stockholders’ equity / (deficit) |
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165,083 |
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(127,082 |
) |
Total liabilities, convertible preferred stock, and stockholders’ equity / (deficit) |
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$ |
175,093 |
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$ |
129,894 |
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The accompanying notes are an integral part of these condensed financial statements.
Boundless Bio, Inc.
Condensed Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Operating expenses: |
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Research and development |
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$ |
14,089 |
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$ |
11,645 |
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$ |
41,953 |
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$ |
32,223 |
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General and administrative |
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4,626 |
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3,308 |
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13,036 |
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8,777 |
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Total operating expenses |
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18,715 |
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14,953 |
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54,989 |
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41,000 |
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Loss from operations |
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(18,715 |
) |
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(14,953 |
) |
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(54,989 |
) |
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(41,000 |
) |
Other income, net: |
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Interest income |
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2,174 |
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1,748 |
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5,977 |
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3,662 |
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Other income, net |
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32 |
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32 |
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97 |
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48 |
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Total other income, net |
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2,206 |
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1,780 |
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6,074 |
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3,710 |
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Net loss |
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$ |
(16,509 |
) |
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$ |
(13,173 |
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$ |
(48,915 |
) |
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$ |
(37,290 |
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Comprehensive loss: |
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Net loss |
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$ |
(16,509 |
) |
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$ |
(13,173 |
) |
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$ |
(48,915 |
) |
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$ |
(37,290 |
) |
Unrealized gain on short-term investments |
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300 |
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26 |
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196 |
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284 |
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Comprehensive loss |
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$ |
(16,209 |
) |
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$ |
(13,147 |
) |
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$ |
(48,719 |
) |
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$ |
(37,006 |
) |
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Net loss per share, basic and diluted |
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$ |
(0.74 |
) |
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$ |
(10.71 |
) |
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$ |
(3.22 |
) |
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$ |
(30.89 |
) |
Shares used in calculation |
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22,254 |
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1,230 |
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15,204 |
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1,207 |
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The accompanying notes are an integral part of these condensed financial statements.
Boundless Bio, Inc.
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity / (Deficit)
(unaudited)
(in thousands, except share data)
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Convertible Preferred Stock |
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|
Common Stock |
|
|
Additional paid-in |
|
|
Accumulated other comprehensive |
|
|
Accumulated |
|
|
Total stockholders' equity / |
|
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
income/ (loss) |
|
|
deficit |
|
|
(deficit) |
|
Balance at December 31, 2023 |
|
|
287,446,844 |
|
|
$ |
247,617 |
|
|
|
|
1,247,012 |
|
|
$ |
— |
|
|
$ |
8,987 |
|
|
$ |
40 |
|
|
$ |
(136,109 |
) |
|
$ |
(127,082 |
) |
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
522 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
15,104 |
|
|
|
— |
|
|
|
59 |
|
|
|
— |
|
|
|
— |
|
|
|
59 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
1,328 |
|
|
|
— |
|
|
|
— |
|
|
|
1,328 |
|
Unrealized loss on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(61 |
) |
|
|
— |
|
|
|
(61 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,430 |
) |
|
|
(15,430 |
) |
Balance at March 31, 2024 |
|
|
287,446,844 |
|
|
$ |
247,617 |
|
|
|
|
1,262,638 |
|
|
$ |
— |
|
|
$ |
10,376 |
|
|
$ |
(21 |
) |
|
$ |
(151,539 |
) |
|
$ |
(141,184 |
) |
Issuance of common stock in initial public offering, net of $12,305 in discounts and offering costs |
|
|
— |
|
|
|
— |
|
|
|
|
6,250,000 |
|
|
|
1 |
|
|
|
87,694 |
|
|
|
— |
|
|
|
— |
|
|
|
87,695 |
|
Conversion of convertible preferred stock into common stock upon initial public offering |
|
|
(287,446,844 |
) |
|
|
(247,617 |
) |
|
|
|
14,740,840 |
|
|
|
1 |
|
|
|
247,616 |
|
|
|
— |
|
|
|
— |
|
|
|
247,617 |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
524 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
2,135 |
|
|
|
— |
|
|
|
— |
|
|
|
2,135 |
|
Unrealized loss on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43 |
) |
|
|
— |
|
|
|
(43 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,976 |
) |
|
|
(16,976 |
) |
Balance at June 30, 2024 |
|
|
— |
|
|
$ |
- |
|
|
|
|
22,254,102 |
|
|
$ |
2 |
|
|
$ |
347,823 |
|
|
$ |
(64 |
) |
|
$ |
(168,515 |
) |
|
$ |
179,246 |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
363 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
2,045 |
|
|
|
— |
|
|
|
— |
|
|
|
2,045 |
|
Unrealized gain on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
300 |
|
|
|
— |
|
|
|
300 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,509 |
) |
|
|
(16,509 |
) |
Balance at September 30, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
|
22,254,465 |
|
|
$ |
2 |
|
|
$ |
349,869 |
|
|
$ |
236 |
|
|
$ |
(185,024 |
) |
|
$ |
165,083 |
|
The accompanying notes are an integral part of these condensed financial statements.
Boundless Bio, Inc.
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity / (Deficit) - Continued
(unaudited)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Stock |
|
|
|
Common Stock |
|
|
Additional paid-in |
|
|
Accumulated other comprehensive |
|
|
Accumulated |
|
|
Total stockholders' |
|
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
income/ (loss) |
|
|
deficit |
|
|
deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2022 |
|
|
144,589,706 |
|
|
$ |
147,946 |
|
|
|
|
1,167,240 |
|
|
$ |
— |
|
|
$ |
5,377 |
|
|
$ |
(398 |
) |
|
$ |
(86,675 |
) |
|
|
(81,696 |
) |
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
17,505 |
|
|
|
— |
|
|
|
52 |
|
|
|
— |
|
|
|
— |
|
|
|
52 |
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
9,195 |
|
|
|
— |
|
|
|
31 |
|
|
|
— |
|
|
|
— |
|
|
|
31 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
615 |
|
|
|
— |
|
|
|
— |
|
|
|
615 |
|
Unrealized gain on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
278 |
|
|
|
— |
|
|
|
278 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,719 |
) |
|
|
(11,719 |
) |
Balance at March 31, 2023 |
|
|
144,589,706 |
|
|
$ |
147,946 |
|
|
|
|
1,193,940 |
|
|
$ |
— |
|
|
$ |
6,075 |
|
|
$ |
(120 |
) |
|
$ |
(98,394 |
) |
|
$ |
(92,439 |
) |
Issuance of Series C convertible preferred stock, net of $329 in issuance costs |
|
|
142,857,138 |
|
|
|
99,671 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
12,164 |
|
|
|
— |
|
|
|
36 |
|
|
|
— |
|
|
|
— |
|
|
|
36 |
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
7,209 |
|
|
|
— |
|
|
|
26 |
|
|
|
— |
|
|
|
— |
|
|
|
26 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
927 |
|
|
|
— |
|
|
|
— |
|
|
|
927 |
|
Unrealized loss on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
— |
|
|
|
(20 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,398 |
) |
|
|
(12,398 |
) |
Balance as of June 30, 2023 |
|
|
287,446,844 |
|
|
$ |
247,617 |
|
|
|
|
1,213,313 |
|
|
$ |
— |
|
|
$ |
7,064 |
|
|
$ |
(140 |
) |
|
$ |
(110,792 |
) |
|
$ |
(103,868 |
) |
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
|
842 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
|
20,623 |
|
|
|
— |
|
|
|
86 |
|
|
|
— |
|
|
|
— |
|
|
|
86 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
883 |
|
|
|
— |
|
|
|
— |
|
|
|
883 |
|
Unrealized gain on short-term investments |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26 |
|
|
|
— |
|
|
|
26 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,173 |
) |
|
|
(13,173 |
) |
Balance as of September 30, 2023 |
|
|
287,446,844 |
|
|
$ |
247,617 |
|
|
|
|
1,234,778 |
|
|
$ |
— |
|
|
$ |
8,036 |
|
|
$ |
(114 |
) |
|
$ |
(123,965 |
) |
|
$ |
(116,043 |
) |
The accompanying notes are an integral part of these condensed financial statements.
Boundless Bio, Inc.
Condensed Statements of Cash Flows
(unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2024 |
|
|
2023 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Net loss |
|
$ |
(48,915 |
) |
|
$ |
(37,290 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Stock-based compensation |
|
|
5,508 |
|
|
|
2,425 |
|
Depreciation and amortization |
|
|
790 |
|
|
|
710 |
|
Accretion of investments, net |
|
|
(4,003 |
) |
|
|
(2,093 |
) |
Non-cash lease expense |
|
|
1,894 |
|
|
|
1,673 |
|
Other |
|
|
— |
|
|
|
25 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses and other assets |
|
|
(1,299 |
) |
|
|
(2 |
) |
Accounts payable and accrued liabilities |
|
|
2,821 |
|
|
|
1,114 |
|
Operating lease liabilities |
|
|
(2,074 |
) |
|
|
(1,731 |
) |
Net cash used in operating activities |
|
|
(45,278 |
) |
|
|
(35,169 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
Purchases of investments |
|
|
(161,029 |
) |
|
|
(132,703 |
) |
Maturities of investments |
|
|
135,175 |
|
|
|
78,996 |
|
Purchases of property and equipment |
|
|
(2,070 |
) |
|
|
(365 |
) |
Net cash used in investing activities |
|
|
(27,924 |
) |
|
|
(54,072 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from the issuance of common stock from initial public offering, net of discounts |
|
|
93,000 |
|
|
|
— |
|
Payments of common stock offering costs |
|
|
(3,349 |
) |
|
|
(533 |
) |
Proceeds from the issuance of convertible preferred stock |
|
|
— |
|
|
|
100,000 |
|
Convertible preferred stock issuance costs |
|
|
— |
|
|
|
(329 |
) |
Proceeds from the exercise of stock options |
|
|
59 |
|
|
|
143 |
|
Net cash provided by financing activities |
|
|
89,710 |
|
|
|
99,281 |
|
Net increase in cash and cash equivalents |
|
|
16,508 |
|
|
|
10,040 |
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
24,266 |
|
|
|
11,484 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
40,774 |
|
|
$ |
21,524 |
|
Components of cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
40,214 |
|
|
$ |
20,964 |
|
Restricted cash |
|
|
560 |
|
|
|
560 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
40,774 |
|
|
$ |
21,524 |
|
Non-cash investing and financing activities |
|
|
|
|
|
|
Change in unpaid common stock issuance costs |
|
$ |
(197 |
) |
|
$ |
1,304 |
|
Addition to ROU assets |
|
$ |
— |
|
|
$ |
282 |
|
Increase to ROU assets due to remeasurement of lease obligation |
|
$ |
— |
|
|
$ |
645 |
|
Vesting of early exercised stock options |
|
$ |
5 |
|
|
$ |
91 |
|
Unpaid property and equipment purchases |
|
$ |
106 |
|
|
$ |
65 |
|
The accompanying notes are an integral part of these condensed financial statements.
Boundless Bio, Inc.
Notes to Condensed Financial Statements (Unaudited)
1.Organization and Basis of Presentation
Description of Business
Boundless Bio, Inc. (the Company) is a clinical-stage precision oncology company dedicated to unlocking a new paradigm in cancer therapeutics to address the significant unmet need in patients with oncogene amplified tumors by targeting extrachromosomal DNA (ecDNA). The Company is focused on designing and developing small molecule drugs called ecDNA directed therapeutic candidates (ecDTx). The Company was incorporated in the state of Delaware on April 10, 2018 and is headquartered in San Diego, California.
Initial Public Offering
On April 2, 2024, the Company completed its initial public offering (IPO), pursuant to which it sold 6,250,000 shares of its common stock at a public offering price of $16.00 per share, resulting in net proceeds of approximately $87.7 million, after deducting underwriting discounts, commissions, and other offering expenses. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.
In connection with the closing of its IPO, on April 2, 2024, the Company’s certificate of incorporation was amended and restated to authorize 700,000,000 shares of common stock, par value $0.0001 per share, and 70,000,000 shares of undesignated preferred stock, par value of $0.0001 per share.
Reverse Stock Split
On March 19, 2024, the Company effected a one-for-19.5 reverse stock split of its issued and outstanding shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the conversion ratios for each series of the Company’s convertible preferred stock. 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.
Liquidity
Since the Company commenced operations in 2018, it has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, building its proprietary Spyglass platform, discovering its ecDTx, developing its ecDNA diagnostic candidate, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its ecDTx and related raw materials, and providing other general and administrative support for these operations.
Since inception, the Company has incurred significant operating losses and negative cash flows from its operations and expects that it will continue to do so into the foreseeable future as it continues its development of, seeks regulatory approval for, and potentially commercializes any of its ecDTx and seeks to discover and develop additional ecDTx, utilizes third parties to manufacture its ecDTx and related raw materials, seeks to develop its ecDNA diagnostic candidate, hires additional personnel, and expands and protects its intellectual property. If the Company obtains regulatory approval for any of its ecDTx, it expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. As of September 30, 2024, the Company had an accumulated deficit of $185.0 million and cash, cash equivalents, and short-term investments of $167.1 million. The Company believes that its existing cash, cash equivalents, and short-term investments will be sufficient to fund its operations for at least 12 months from the issuance date of these unaudited condensed financial statements.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB).
Boundless Bio, Inc.
Notes to Condensed Financial Statements (Unaudited)
2.Summary of Significant Accounting Policies
Unaudited Condensed Interim Financial Information
The condensed balance sheet as of September 30, 2024, the condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023, the condensed statements of convertible preferred stock and stockholders’ equity / (deficit) for the three and nine months ended September 30, 2024 and 2023, and the condensed statements of cash flows for the nine months ended September 30, 2024 and 2023 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three and nine months ended September 30, 2024 and 2023 are also unaudited. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.
The condensed balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus (the Prospectus) dated March 27, 2024 related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on March 28, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.
On an ongoing basis, management evaluates its estimates, primarily related to stock-based compensation, the fair value of its investments and common stock, and accrued research and development costs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s estimates relating to the valuation of stock options require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts.
The balance reflected in these financial statements as restricted cash represents a deposit account pledged as collateral to secure a standby letter of credit required as a security deposit on one of the Company’s leased facilities. The Company has classified the restricted cash as a noncurrent asset on its balance sheets as of September 30, 2024 and December 31, 2023.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to the concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions which exceeded federally insured limits by $3.4 million as of September 30, 2024. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes its exposure to concentration of credit risk.
Fair Value Measurements
Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset
Boundless Bio, Inc.
Notes to Condensed Financial Statements (Unaudited)
or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
Cash, cash equivalents, and short-term investments are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.
Deferred Offering Costs and Common Stock Issuance Costs
The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. As of September 30, 2024 and December 31, 2023, there were $0 and $2.2 million of deferred offering costs, respectively. At the closing of the IPO, the amounts recorded in deferred offering costs were reclassified to additional paid-in capital within stockholders' equity.
Segments
Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.
Convertible Preferred Stock
The Company’s convertible preferred stock is classified as temporary equity in the accompanying balance sheet as of December 31, 2023 and excluded from stockholders’ equity / (deficit) as the potential redemption of such stock was outside the Company’s control and would have required the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock was not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company. Costs incurred in connection with the issuance of convertible preferred stock were recorded as a reduction of gross proceeds from issuance. The Company did not accrete the carrying values of the convertible preferred stock to the redemption values since the occurrence of these events was not considered probable as of December 31, 2023. Immediately prior to the closing of the IPO on April 2, 2024, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.
Net Loss Per Share
Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding during the period. The Company’s potentially dilutive securities, which include its options to purchase common stock, common stock subject to repurchase related to unvested restricted stock and options early exercised, and, for periods through April 2, 2024, convertible preferred stock, have been excluded from the calculation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.
Recently Adopted Accounting Pronouncements
As of September 30, 2024, several new accounting pronouncements had been issued by the FASB with future adoption dates. All applicable accounting pronouncements will be adopted by the Company by the date required. Management is reviewing the impact of
Boundless Bio, Inc.
Notes to Condensed Financial Statements (Unaudited)
adoption of all pending accounting pronouncements but is not yet in a position to determine their impact on the Company’s financial statements and the notes thereto.
3.Fair Value Measurements
The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy described in Note 2 above (in thousands):
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Fair Value Measurements Using |
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As of September 30, 2024 |
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Amount |
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Level 1 |
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Level 2 |
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Level 3 |
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Assets |
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Money market funds (1) |
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$ |
28,991 |
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$ |
28,991 |
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$ |
— |
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$ |
— |
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U.S. government obligations (2) |
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125,980 |
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— |
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125,980 |
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— |
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Corporate debt securities (2) |
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8,399 |
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— |
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8,399 |
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— |
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Total fair value of assets |
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$ |
163,370 |
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$ |
28,991 |
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$ |
134,379 |
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$ |
— |
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(1)Included in cash and cash equivalents on the balance sheets.
(2)Included in short-term investments on the balance sheets.
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Fair Value Measurements Using |
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As of December 31, 2023 |
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Amount |
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Level 1 |
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Level 2 |
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Level 3 |
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Assets |
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Money market funds (1) |
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$ |
21,737 |
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$ |
21,737 |
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$ |
— |
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$ |
— |
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U.S. government obligations (2) |
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92,143 |
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— |
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92,143 |
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— |
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Corporate debt securities (2) |
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4,903 |
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— |
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4,903 |
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— |
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Total fair value of assets |
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$ |
118,783 |
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$ |
21,737 |
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$ |
97,046 |
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$ |
— |
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(1)Included in cash and cash equivalents on the balance sheets.
(2)Included in short-term investments on the balance sheets.
The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices in active markets for identical assets. The Company’s investments consist of available-for-sale securities and are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data.
There were no transfers of assets between fair value levels for any period presented.
The following tables summarize investments accounted for as available-for-sale securities (in thousands):