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Delaware
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51-0596811
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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100 Acorn Park Drive
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Cambridge, Massachusetts
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02140
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
¨
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•
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the timing of results of our ongoing and planned clinical trials;
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•
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our planned clinical trials for GEN-003;
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•
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our estimates regarding the amount of funds we require to complete our clinical trials for GEN-003 and to continue our investments in our immuno-oncology and infectious disease pipeline;
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•
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our estimate for when we will require additional funding;
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•
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our plans to commercialize GEN-003 and our other vaccine candidates;
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•
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the timing of, and our ability to, obtain and maintain regulatory approvals for our product candidates;
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•
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the rate and degree of market acceptance and clinical utility of any approved product candidate;
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•
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the potential benefits of strategic partnership agreements and our ability to enter into strategic partnership arrangements;
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•
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our ability to quickly and efficiently identify and develop product candidates;
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•
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our commercialization, marketing and manufacturing capabilities and strategy;
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•
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our intellectual property position; and
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•
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our estimates regarding expenses, future revenues, capital requirements, the sufficiency of our current and expected cash resources and our need for additional financing.
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Page
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June 30, 2016
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|
December 31, 2015
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||||
Assets
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
18,265
|
|
|
$
|
17,259
|
|
Investments, current portion
|
67,709
|
|
|
77,069
|
|
||
Prepaid expenses and other current assets
|
1,342
|
|
|
865
|
|
||
Total current assets
|
87,316
|
|
|
95,193
|
|
||
Property and equipment, net
|
4,877
|
|
|
4,083
|
|
||
Restricted cash
|
316
|
|
|
316
|
|
||
Investments, net of current portion
|
—
|
|
|
12,104
|
|
||
Other non-current assets
|
355
|
|
|
446
|
|
||
Total assets
|
$
|
92,864
|
|
|
$
|
112,142
|
|
|
|
|
|
|
|
||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,115
|
|
|
$
|
1,757
|
|
Accrued expenses and other current liabilities
|
3,046
|
|
|
3,975
|
|
||
Deferred revenue
|
—
|
|
|
235
|
|
||
Total current liabilities
|
4,161
|
|
|
5,967
|
|
||
Non-current liabilities:
|
|
|
|
|
|
||
Long-term debt
|
16,710
|
|
|
16,477
|
|
||
Other non-current liabilities
|
127
|
|
|
37
|
|
||
Total liabilities
|
20,998
|
|
|
22,481
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
28
|
|
|
28
|
|
||
Additional paid-in-capital
|
250,505
|
|
|
247,550
|
|
||
Accumulated other comprehensive income (loss)
|
17
|
|
|
(7
|
)
|
||
Accumulated deficit
|
(178,684
|
)
|
|
(157,910
|
)
|
||
Total stockholders’ equity
|
71,866
|
|
|
89,661
|
|
||
Total liabilities and stockholders’ equity
|
$
|
92,864
|
|
|
$
|
112,142
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Grant revenue
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
235
|
|
|
$
|
236
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development
|
6,678
|
|
|
6,969
|
|
|
14,010
|
|
|
15,478
|
|
||||
General and administrative
|
4,026
|
|
|
3,172
|
|
|
7,950
|
|
|
6,561
|
|
||||
Refund of research and development expense
|
—
|
|
|
—
|
|
|
(1,592
|
)
|
|
—
|
|
||||
Total operating expenses
|
10,704
|
|
|
10,141
|
|
|
20,368
|
|
|
22,039
|
|
||||
Loss from operations
|
(10,704
|
)
|
|
(10,026
|
)
|
|
(20,133
|
)
|
|
(21,803
|
)
|
||||
Other income and expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
111
|
|
|
19
|
|
|
220
|
|
|
31
|
|
||||
Interest expense
|
(430
|
)
|
|
(307
|
)
|
|
(861
|
)
|
|
(626
|
)
|
||||
Total other income and expense
|
(319
|
)
|
|
(288
|
)
|
|
(641
|
)
|
|
(595
|
)
|
||||
Net loss
|
$
|
(11,023
|
)
|
|
$
|
(10,314
|
)
|
|
$
|
(20,774
|
)
|
|
$
|
(22,398
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain on available-for-sale securities
|
17
|
|
|
3
|
|
|
24
|
|
|
14
|
|
||||
Comprehensive loss
|
$
|
(11,006
|
)
|
|
$
|
(10,311
|
)
|
|
$
|
(20,750
|
)
|
|
$
|
(22,384
|
)
|
Net loss per share - basic and diluted
|
$
|
(0.39
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(1.04
|
)
|
Weighted-average number of common shares used in computing net loss per share
|
28,276
|
|
|
24,154
|
|
|
28,214
|
|
|
21,510
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
|
||
Net loss
|
$
|
(20,774
|
)
|
|
$
|
(22,398
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
||
Depreciation and amortization
|
828
|
|
|
391
|
|
||
Stock-based compensation
|
1,994
|
|
|
1,946
|
|
||
Net amortization of premium on investments
|
—
|
|
|
20
|
|
||
Non-cash interest expense
|
233
|
|
|
175
|
|
||
Changes in operating assets and liabilities
|
(2,138
|
)
|
|
(208
|
)
|
||
Net cash used in operating activities
|
(19,857
|
)
|
|
(20,074
|
)
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property and equipment
|
(1,565
|
)
|
|
(993
|
)
|
||
Proceeds from maturities of investments
|
40,258
|
|
|
2,000
|
|
||
Purchases of investments
|
(18,787
|
)
|
|
—
|
|
||
Net cash provided by investing activities
|
19,906
|
|
|
1,007
|
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from equity offerings, net of issuance costs
|
815
|
|
|
48,369
|
|
||
Proceeds from exercise of stock options
|
30
|
|
|
101
|
|
||
Proceeds from the issuance of common stock under ESPP
|
112
|
|
|
119
|
|
||
Net cash provided by financing activities
|
957
|
|
|
48,589
|
|
||
Net increase in cash and cash equivalents
|
$
|
1,006
|
|
|
$
|
29,522
|
|
Cash and cash equivalents at beginning of period
|
17,259
|
|
|
20,058
|
|
||
Cash and cash equivalents at end of period
|
$
|
18,265
|
|
|
$
|
49,580
|
|
Supplemental cash flow information
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
316
|
|
|
$
|
438
|
|
Property and equipment included in accounts payable and accrued expenses
|
$
|
57
|
|
|
$
|
32
|
|
•
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Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
•
|
Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable.
|
Standard
|
|
Description
|
|
Effect on the financial statements
|
ASU 2016-09,
Compensation — Stock Compensation (Topic 718)
|
|
In March 2016, the FASB issued ASU 2016-09, which provides for improvements to employee share-based payment accounting. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.
ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016.
|
|
The Company early adopted ASU 2016-09 as of June 30, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption as the Company had estimated a forfeiture rate of zero given that most options awards vest on a monthly basis. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. There was no financial statement impact of adopting this provision of the ASU as the Company is in a net operating loss (NOL) position and all excess tax benefits that exist from options previously exercised require a full valuation allowance. For the six month period ending June 30, 2016, the Company did not record an income statement benefit for excess tax benefits as a valuation allowance is also required on these amounts. As such, the adoption of this standard did not have a material impact on the financial statements.
|
Standard
|
|
Description
|
|
Effect on the financial statements
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
|
|
The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date.
In July 2015, the FASB affirmed its proposal to defer the effective date of the new revenue standard for all entities by one year. As a result, public business entities will be required to apply the new revenue standard to annual reporting periods beginning after December 15, 2017. The standard will become effective for us on January 1, 2018 (the first quarter of our 2018 fiscal year). Early adoption is not permitted under GAAP.
|
|
At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations. The Company is currently evaluating the method of adoption and the impact of this standard on its consolidated financial statements.
|
ASU 2014-15,
Presentation of Financial Statements — Going Concern (Subtopic 205-40)
|
|
In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern. 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 after the date that the financial statements are issued.
ASU 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016.
|
|
Management has evaluated ASU 2014-15 and believes it could have an impact on the Company’s financial statement disclosures in future reporting periods. Refer to the Liquidity section in Footnote 1 for further details regarding the Company’s liquidity.
|
ASU 2016-02,
Leases (Topic 842)
|
|
In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards.
The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense.
ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.
|
|
The Company generally does not finance purchases of equipment or other capital, but it does lease office and lab facilities. The Company is evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures.
|
|
|
|
Quoted prices in active markets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Money market funds, included in cash equivalents
|
$
|
17,522
|
|
|
$
|
17,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments - U.S treasuries
|
16,540
|
|
|
16,540
|
|
|
—
|
|
|
—
|
|
||||
Investments - certificates of deposit
|
51,169
|
|
|
—
|
|
|
51,169
|
|
|
—
|
|
||||
Total
|
$
|
85,231
|
|
|
$
|
34,062
|
|
|
$
|
51,169
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Money market funds, included in cash equivalents
|
$
|
14,207
|
|
|
$
|
14,207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S treasuries, included in cash equivalents
|
2,203
|
|
|
2,203
|
|
|
—
|
|
|
—
|
|
||||
Investments - U.S. treasuries
|
27,924
|
|
|
27,924
|
|
|
—
|
|
|
—
|
|
||||
Investments - certificates of deposit
|
61,249
|
|
|
—
|
|
|
61,249
|
|
|
—
|
|
||||
Total
|
$
|
105,583
|
|
|
$
|
44,334
|
|
|
$
|
61,249
|
|
|
$
|
—
|
|
|
Contracted
Maturity |
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
U.S. Treasuries
|
215-365 days
|
|
$
|
16,523
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
16,540
|
|
Certificates of deposit
|
6-274 days
|
|
51,169
|
|
|
—
|
|
|
—
|
|
|
51,169
|
|
||||
Total
|
|
|
$
|
67,692
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
67,709
|
|
|
June 30,
2016 |
||
2016
|
$
|
—
|
|
2017
|
3,149
|
|
|
2018
|
6,659
|
|
|
2019
|
8,034
|
|
|
Total
|
$
|
17,842
|
|
|
June 30, 2016
|
||
2016
|
$
|
693
|
|
2017
|
1,217
|
|
|
2018
|
1,208
|
|
|
2019
|
1,238
|
|
|
2020
|
207
|
|
|
Total
|
$
|
4,563
|
|
|
Six Months Ended June 30,
|
||||
|
2016
|
|
2015
|
||
Warrants
|
78
|
|
|
78
|
|
Outstanding options
|
3,754
|
|
|
2,760
|
|
Total
|
3,832
|
|
|
2,838
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Research and development
|
$
|
343
|
|
|
$
|
450
|
|
|
$
|
806
|
|
|
$
|
865
|
|
General and administrative
|
588
|
|
|
581
|
|
|
1,188
|
|
|
1,081
|
|
||||
Total
|
$
|
931
|
|
|
$
|
1,031
|
|
|
$
|
1,994
|
|
|
$
|
1,946
|
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (years) |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 31, 2015
|
2,723
|
|
|
$
|
7.60
|
|
|
7.61
|
|
$
|
2,840
|
|
Granted
|
1,311
|
|
|
$
|
3.38
|
|
|
|
|
|
|
|
Exercised
|
(12
|
)
|
|
$
|
2.45
|
|
|
|
|
|
|
|
Canceled
|
(268
|
)
|
|
$
|
8.05
|
|
|
|
|
|
|
|
Outstanding at June 30, 2016
|
3,754
|
|
|
$
|
6.11
|
|
|
7.78
|
|
$
|
2,495
|
|
Exercisable at June 30, 2016
|
1,676
|
|
|
$
|
6.02
|
|
|
6.29
|
|
$
|
1,504
|
|
Vested or expected to vest at June 30, 2016
|
3,754
|
|
|
$
|
6.11
|
|
|
7.78
|
|
$
|
2,495
|
|
•
|
personnel-related expenses, including salaries, benefits, stock-based compensation expense and travel;
|
•
|
expenses incurred under agreements with contract research organizations ("CROs"), contract manufacturing organizations ("CMOs"), consultants and other vendors that conduct our clinical trials and preclinical activities;
|
•
|
costs of acquiring, developing and manufacturing clinical trial materials and lab supplies; and
|
•
|
facility costs, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Genital herpes (GEN-003)(1)
|
$
|
3,145
|
|
|
$
|
4,042
|
|
|
$
|
6,360
|
|
|
$
|
9,627
|
|
Other research and development (2)
|
3,533
|
|
|
2,927
|
|
|
7,650
|
|
|
5,851
|
|
||||
Total research and development
|
$
|
6,678
|
|
|
$
|
6,969
|
|
|
$
|
14,010
|
|
|
$
|
15,478
|
|
(1)
|
Includes direct and indirect internal costs and external costs such as CMO and CRO costs.
|
(2)
|
Includes costs related to other product candidates and certain technology platform development costs related to ATLAS.
|
|
Three Months Ended
June 30, |
|
Increase
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
Grant revenue
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
(115
|
)
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
6,678
|
|
|
6,969
|
|
|
(291
|
)
|
|||
General and administrative
|
4,026
|
|
|
3,172
|
|
|
854
|
|
|||
Total operating expenses
|
10,704
|
|
|
10,141
|
|
|
563
|
|
|||
Loss from operations
|
(10,704
|
)
|
|
(10,026
|
)
|
|
(678
|
)
|
|||
Other income and expenses:
|
|
|
|
|
|
||||||
Interest income
|
111
|
|
|
19
|
|
|
92
|
|
|||
Interest expense
|
(430
|
)
|
|
(307
|
)
|
|
(123
|
)
|
|||
Total other income and expense
|
(319
|
)
|
|
(288
|
)
|
|
(31
|
)
|
|||
Net loss
|
$
|
(11,023
|
)
|
|
$
|
(10,314
|
)
|
|
$
|
(709
|
)
|
|
Six Months Ended
June 30, |
|
Increase
|
||||||||
(in thousands)
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
Grant revenue
|
$
|
235
|
|
|
$
|
236
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
14,010
|
|
|
15,478
|
|
|
(1,468
|
)
|
|||
General and administrative
|
7,950
|
|
|
6,561
|
|
|
1,389
|
|
|||
Refund of research and development expense
|
(1,592
|
)
|
|
—
|
|
|
(1,592
|
)
|
|||
Total operating expenses
|
20,368
|
|
|
22,039
|
|
|
(1,671
|
)
|
|||
Loss from operations
|
(20,133
|
)
|
|
(21,803
|
)
|
|
1,670
|
|
|||
Other income and expenses:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
220
|
|
|
31
|
|
|
189
|
|
|||
Interest expense
|
(861
|
)
|
|
(626
|
)
|
|
(235
|
)
|
|||
Total other income and expense
|
(641
|
)
|
|
(595
|
)
|
|
(46
|
)
|
|||
Net loss
|
$
|
(20,774
|
)
|
|
$
|
(22,398
|
)
|
|
$
|
1,624
|
|
•
|
the timing and costs of our ongoing and planned clinical trials for GEN-003;
|
•
|
the progress, timing and costs of manufacturing GEN-003 for current and planned clinical trials;
|
•
|
the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our other product candidates and potential product candidates;
|
•
|
the outcome, timing and costs of seeking regulatory approvals;
|
•
|
the costs of commercialization activities for GEN-003 and other product candidates if we receive marketing approval, including the costs and timing of establishing product sales, marketing, distribution and manufacturing capabilities;
|
•
|
the receipt of marketing approval;
|
•
|
revenue received from commercial sales of our product candidates;
|
•
|
the terms and timing of any future collaborations, grants, licensing, consulting or other arrangements that we may establish;
|
•
|
the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights, including milestone and royalty payments and patent prosecution fees that we are obligated to pay pursuant to our license agreements;
|
•
|
the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against intellectual property related claims; and
|
•
|
the extent to which we in-license or acquire other products and technologies.
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash used in operating activities
|
$
|
(19,857
|
)
|
|
$
|
(20,074
|
)
|
Net cash provided by investing activities
|
19,906
|
|
|
1,007
|
|
||
Net cash provided by financing activities
|
957
|
|
|
48,589
|
|
||
Net increase in cash and cash equivalents
|
$
|
1,006
|
|
|
$
|
29,522
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.30
|
|
First Amendment to the Lease, dated as of May 16, 2016, between 100 Discovery Park DE, LLC, a Delaware limited liability company (as successor in interest to TBCI, LLC, as Trustee of 100 Discovery Park Realty Trust) and Genocea Biosciences, Inc.
|
|
|
|
31.1
|
|
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Executive Officer
|
|
|
|
31.2
|
|
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 by Chief Financial Officer
|
|
|
|
32.1
|
|
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002 by Chief Executive Officer
|
|
|
|
32.2
|
|
Certification of periodic financial report pursuant to Section 906 of Sarbanes Oxley Act of 2002 by Chief Financial Officer
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 and (iv) Notes to Unaudited Condensed Consolidated Financial Statements
|
|
Genocea Biosciences, Inc.
|
|
|
|
|
Date: August 4, 2016
|
By:
|
/s/ WILLIAM D. CLARK
|
|
|
William D. Clark
|
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
Date: August 4, 2016
|
By:
|
/s/ JONATHAN POOLE
|
|
|
Jonathan Poole
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
2.
|
Base Rent
. Effective as of March 1, 2017, the Base Rent shall be as follows:
|
PERIOD
|
ANNUAL RATE
|
MONTHLY RATE
|
PSF RATE
|
March 1, 2017 through February 28, 2018
|
$1,183,300.00
|
$98,608.33
|
$50.00
|
March 1, 2018 through February 28, 2019
|
$1,212,882.50
|
$101,073.54
|
$51.25
|
March 1, 2019 through February 29, 2020
|
$1,242,465.00
|
$103,538.75
|
$52.50
|
"PERIOD
|
ANNUAL RATE
|
MONTHLY RATE
|
PSF RATE
|
March 1, 2014 through August 31, 2014
|
$740,000.00
|
$61,666.67
|
$40.00
|
September 1, 2014 through February 28, 2015
|
$946,640.00
|
$78,886.67
|
$40.00
|
March 1, 2015 through February 29, 2016
|
$982,139.00
|
$81,844.92
|
$41.50
|
March 1, 2016 through February 28, 2017
|
$1,017,638.00
|
$84,803.17
|
$43.00
|
March 1, 2017 through February 28, 2018
|
$1,183,300.00
|
$98,608.33
|
$50.00
|
March 1, 2018 through February 28, 2019
|
$1,212,882.50
|
$101,073.54
|
$51.25
|
March 1, 2019 through February 29, 2020"
|
$1,242,465.00
|
$103,538.75
|
$52.50
|
|
|
|
LANDLORD:
|
|
|
|
100 DISCOVERY PARK DE, LLC
|
|
|
|
|
|
|
|
/s/ Robert A. Schlager
|
|
|
|
Robert A. Schlager
|
|
|
|
Treasurer
|
|
|
|
|
|
|
|
TENANT:
|
|
|
|
GENOCEA BIOSCIENCES, INC.
|
|
|
|
|
|
|
|
/s/ Jonathan Poole
|
|
|
|
Jonathan Poole
|
|
|
|
CFO
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Genocea Biosciences, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ WILLIAM D. CLARK
|
|
William D. Clark
|
|
President & Chief Executive Officer
|
|
|
Date: August 4, 2016
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Genocea Biosciences, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ JONATHAN POOLE
|
|
Jonathan Poole
|
|
Chief Financial Officer
|
Date: August 4, 2016
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ WILLIAM D. CLARK
|
|
William D. Clark*
|
|
President &Chief Executive Officer
|
|
|
Date: August 4, 2016
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JONATHAN POOLE
|
|
Jonathan Poole*
|
|
Chief Financial Officer
|
|
|
Date: August 4, 2016
|
|