ngm-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


☐			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: 001-38853

NGM BIOPHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			26-1679911
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
333 Oyster Point Boulevard South San Francisco, CA 94080
(Address of principal executive offices including zip code)

(650) 243-5555

(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, par value $0.001 per share	NGM	The Nasdaq Stock Market LLC

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

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

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

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of May 1, 2023, the registrant had 82,358,909 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 3 (Unaudited) and December 31, 202 2	1
	Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 3 and 202 2 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 3 1 , 202 3 and 202 2 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 3 and 202 2 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 202 2 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	77
Item 6.	Exhibits	78
Signatures		79

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)


	March 31, 2023		December 31, 2022*
Assets
Current assets:
Cash and cash equivalents	$	67,549	$	73,456
Short-term marketable securities	163,455		198,036
Related party receivable from collaboration	1,257		7,580
Prepaid expenses and other current assets	8,769		9,787
Restricted cash	1,499		—
Total current assets	242,529		288,859
Property and equipment, net	7,966		8,496
Operating lease right-of-use asset	1,586		2,096
Restricted cash	2,455		3,954
Other non-current assets	4,301		3,997
Total assets	$	258,837	$	307,402
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	13,293	$	8,453
Accrued liabilities	20,161		33,638
Operating lease liability, current	4,073		5,385
Contract liabilities	376		366
Total current liabilities	37,903		47,842

Total liabilities	37,903		47,842
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding as of March 31, 2023 and December 31, 2022, respectively	—		—
Common stock, $0.001 par value; 400,000 shares authorized; 82,056 and 81,885 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	82		82
Additional paid-in capital	850,229		841,413
Accumulated other comprehensive loss	(97)		(302)
Accumulated deficit	(629,280)		(581,633)
Total stockholders' equity	220,934		259,560
Total liabilities and stockholders' equity	$	258,837	$	307,402

See accompanying notes to these unaudited condensed consolidated financial statements.

*The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements as of that date.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Related party revenue	$	2,247	$	20,948
Operating expenses:
Research and development	40,857		42,806
General and administrative	11,584		10,723
Total operating expenses	52,441		53,529
Loss from operations	(50,194)		(32,581)
Interest income, net	2,584		176
Other expense, net	(37)		(45)
Net loss	$	(47,647)	$	(32,450)
Net loss per share, basic and diluted	$	(0.58)	$	(0.42)
Weighted average shares used to compute net loss per share, basic and diluted	82,008		78,023

See accompanying notes to these unaudited condensed consolidated financial statements.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Net loss	$	(47,647)	$	(32,450)
Other comprehensive gain (loss), net of tax:
Net unrealized gain (loss) on available-for-sale marketable securities	205		(548)
Total comprehensive loss	$	(47,442)	$	(32,998)

See accompanying notes to these unaudited condensed consolidated financial statements.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2022	81,885	$	82	$	841,413	$	(302)	$	(581,633)	$	259,560
Issuance of common stock upon exercise of stock options	171	—		279		—		—		279
Stock-based compensation expense	—	—		8,537		—		—		8,537
Comprehensive gain	—

SEC Form 10-Q filed by NGM Biopharmaceuticals Inc.