gnca-20210930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

☐ 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: 001-36289

GENOCEA BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						51-0596811
(State or Other Jurisdiction of Incorporation or Organization)						(I.RS. Employer Identification No.)

100 Acorn Park Drive, Cambridge, MA 02140

(Address of principal executive offices, including zip code)

(617) 876-8191

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

GNCA

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by a 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

The number of shares outstanding of the registrant’s common stock as of October 25, 2021 was 57,445,391.

TABLE OF CONTENTS


			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations and Comprehensive Loss	4
		Condensed Consolidated Statements of Stockholders' Equity	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to the Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	28
	Item 1A.	Risk Factors	28
	Item 6.	Exhibits	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Genocea Biosciences, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)


	September 30, 2021		December 31, 2020
Current assets:
Cash and cash equivalents	$	48,908	$	79,769

Prepaid expenses and other current assets	1,706		2,458
Total current assets	50,614		82,227
Property and equipment, net	5,519		5,123
Right-of-use assets	7,901		9,308
Restricted cash	631		631
Other non-current assets	253		1,204
Total assets	$	64,918	$	98,493

Current liabilities:
Accounts payable	$	978	$	534
Accrued expenses and other current liabilities	6,861		7,344
Current portion of long-term debt	4,584		13,862
Lease liabilities	2,281		1,614
Deferred revenue	—		1,641
Total current liabilities	14,704		24,995
Non-current liabilities:
Lease liabilities, net of current portion	6,660		8,398
Long-term debt, net of current portion	5,327		—
Warrant liabilities	398		56,118
Total liabilities	27,089		89,511
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.001 par value; (25,000,000 shares authorized at September 30, 2021 and December 31, 2020; — shares issued and outstanding at September 30, 2021 and December 31, 2020)	—		—
Common stock, $0.001 par value; (225,000,000 shares authorized at September 30, 2021 and 170,000,000 shares authorized at December 31, 2020, 57,224,551 shares issued and outstanding at September 30, 2021 and 53,018,813 shares issued and outstanding at December 31, 2020)	57		53
Additional paid-in capital	432,356		383,597
Accumulated deficit	(394,584)		(374,668)
Total stockholders’ equity	37,829		8,982
Total liabilities and stockholders’ equity	$	64,918	$	98,493

See accompanying notes to the condensed consolidated financial statements.

Genocea Biosciences, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
License revenue	$	1,641	$	453	$	1,641	$	1,359

Operating expenses:
Research and development	9,473		7,548		28,737		26,123
General and administrative	3,884		3,644		11,588		10,511
Total operating expenses	13,357		11,192		40,325		36,634
Loss from operations	(11,716)		(10,739)		(38,684)		(35,275)
Other income (expense):
Change in fair value of warrants	8,382		10,767		19,753		11,770
Interest expense, net	(290)		(377)		(851)		(1,001)
Other income (expense)	2		(4,206)		(134)		(4,223)
Total other income (expense)	8,094		6,184		18,768		6,546
Net loss	$	(3,622)	$	(4,555)	$	(19,916)	$	(28,729)

Comprehensive loss	$	(3,622)	$	(4,555)	$	(19,916)	$	(28,729)

Net loss per share:
Basic	$	(0.05)	$	(0.08)	$	(0.29)	$	(0.76)
Diluted	$	(0.05)	$	(0.26)	$	(0.54)	$	(1.01)
Weighted average number of shares used in computing net loss per share:
Basic	69,807		55,492		67,998		37,657
Diluted	69,807		61,130		70,616		39,550

See accompanying notes to the condensed consolidated financial statements.

Genocea Biosciences, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

(In thousands)


				Preferred		Additional				Total
	Common Stock			Stock		Paid-In		Accumulated		Stockholders’
	Shares	Amount		Amount		Capital		Deficit		Equity
Balance at December 31, 2020	53,019	$	53	$	—	$	383,597	$	(374,668)	$	8,982
Issuance of common stock, net	1,301	1		—		3,978		—		3,979
Stock-based compensation expense	—	—		—		580		—		580
Issuance of warrants	—	—		—		120		—		120
Issuance of common stock under employee benefit plans	49	—		—		84		—		84
Net loss	—	—		—		—		(11,983)		(11,983)
Balance at March 31, 2021	54,369	54		—		388,359		(386,651)		1,762
Issuance of common stock, net	2,500	3		—		5,512		—		5,515
Stock-based compensation expense	—	—		—		1,014		—		1,014
Issuance of common stock under employee benefit plans	145	—		—		75		—		75
Net loss	—	—		—		—		(4,311)		(4,311)
Balance at June 30, 2021	57,014	57		—		394,960		(390,962)		4,055
Issuance of common stock, net	198	—		—		397		—		397
Stock-based compensation expense	—	—		—		1,030		—		1,030
Reclassification of 2020 Warrants	—	—		—		35,967		—		35,967
Issuance of common stock under employee benefit plans	13	—		—		2		—		2
Net loss	—	—		—		—		(3,622)		(3,622)
Balance at September 30, 2021	57,225	$	57	$	—	$	432,356	$	(394,584)	$	37,829


				Preferred		Additional				Total
	Common Stock			Stock		Paid-In		Accumulated		Stockholders’
	Shares	Amount		Amount		Capital		Deficit		Equity
Balance at December 31, 2019	27,453	$	27	$	701	$	355,268	$	(330,954)	$	25,042
Issuance of common stock, net	187	1		—		439		—		440
Stock-based compensation expense	—	—		—		384		—		384
Issuance of common stock under employee benefit plans	4	—		—		—		—		—
Net loss	—	—		—		—		(12,853)		(12,853)
Balance at March 31, 2020	27,644	28		701		356,091		(343,807)		13,013
Issuance of common stock, net	2,287	2		—		5,797		—		5,799
Stock-based compensation	—	—		—		486		—		486
Issuance of common stock under employee benefit plans	33	—		—		60		—		60
Net loss	—	—		—		—		(11,321)		(11,321)
Balance at June 30, 2020	29,964	30		701		362,434		(355,128)		8,037
Issuance of common stock, net	21,391

SEC Form 10-Q filed by Genocea Biosciences, Inc.