ngm-20230630

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 June 30, 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)			(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 July 31, 2023, the registrant had 82,715,507 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 June 30 , 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 30 , 2023 and 2022 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30 , 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30 , 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2023 and 2022 (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	33
Item 4.	Controls and Procedures	33
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	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	77
Signatures		78

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)


	June 30, 2023		December 31, 2022*
Assets
Current assets:
Cash and cash equivalents	$	53,271	$	73,456
Short-term marketable securities	140,273		198,036
Related party receivable from collaboration	736		7,580
Prepaid expenses and other current assets	8,623		9,787
Restricted cash	1,499		—
Total current assets	204,402		288,859
Property and equipment, net	7,760		8,496
Operating lease right-of-use asset	1,067		2,096
Restricted cash	2,455		3,954
Other non-current assets	4,860		3,997
Total assets	$	220,544	$	307,402
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	5,855	$	8,453
Accrued liabilities	19,128		33,638
Operating lease liability, current	2,751		5,385
Contract liabilities	689		366
Total current liabilities	28,423		47,842

Total liabilities	28,423		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 June 30, 2023 and December 31, 2022, respectively	—		—
Common stock, $0.001 par value; 400,000 shares authorized; 82,711 and 81,885 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	83		82
Additional paid-in capital	859,728		841,413
Accumulated other comprehensive loss	(149)		(302)
Accumulated deficit	(667,541)		(581,633)
Total stockholders' equity	192,121		259,560
Total liabilities and stockholders' equity	$	220,544	$	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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Related party revenue	$	1,423	$	8,293	$	3,670	$	29,241
Operating expenses:
Research and development	32,351		45,433		73,208		88,239
General and administrative	9,647		9,927		21,231		20,650
Total operating expenses	41,998		55,360		94,439		108,889
Loss from operations	(40,575)		(47,067)		(90,769)		(79,648)
Interest income, net	2,448		543		5,032		719
Other (expense) income, net	(134)		5		(171)		(40)
Net loss	$	(38,261)	$	(46,519)	$	(85,908)	$	(78,969)
Net loss per share, basic and diluted	$	(0.46)	$	(0.59)	$	(1.04)	$	(1.00)
Weighted average shares used to compute net loss per share, basic and diluted	82,456		79,270		82,233		78,650

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss	$	(38,261)	$	(46,519)	$	(85,908)	$	(78,969)
Other comprehensive (loss) gain, net of tax:
Net unrealized (loss) gain on available-for-sale marketable securities	(52)		(400)		153		(948)
Total comprehensive loss	$	(38,313)	$	(46,919)	$	(85,755)	$	(79,917)

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 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	—	—		—		205		—		205
Net loss	—	—		—		—		(47,647)		(47,647)
Balance at March 31, 2023	82,056	82		850,229		(97)		(629,280)		220,934
Issuance of common stock under employee stock purchase plan	352	1		995		—		—		996
Issuance of common stock upon exercise of stock options	180	—		389		—		—		389
Issuance of common stock to participants in 401(k) plan	127	—		639		—		—		639
Stock-based compensation expense	—	—		7,476		—		—		7,476
Comprehensive loss	—	—		—		(52)		—		(52)
Net loss	—	—		—		—		(38,261)		(38,261)
Balance at June 30, 2023	82,715	$	83	$	859,728	$	(149)	$	(667,541)	$	192,121

Common Stock

Additional
Paid-In Capital

Other
Comprehensive Loss

Accumulated Deficit

Total
Stockholders' Equity

Amount

Balance at December 31, 2021

77,962

SEC Form 10-Q filed by NGM Biopharmaceuticals Inc.