Acquisition and Financial Position - Eliem completed the acquisition of Tenet Medicines in June 2024, focusing on therapeutics for autoimmune-driven inflammatory diseases[2]. - Eliem raised $120 million through a private placement of common stock concurrent with the acquisition, increasing cash and cash equivalents to $223.1 million as of June 30, 2024, compared to $106.8 million at the end of 2023[4]. - Acquired in-process research and development expense was $51.7 million for the three and six months ended June 30, 2024, due to the acquisition of Tenet Medicines[4]. - Total assets increased to $226.0 million as of June 30, 2024, from $110.5 million at the end of 2023, reflecting the impact of the acquisition[6]. - Eliem was added to the Russell 2000® Index and the Russell 3000® Index in June 2024, enhancing its visibility among institutional investors[2]. Research and Development Expenses - Research and Development (R&D) expenses decreased to $1.0 million for Q2 2024 from $3.7 million in Q2 2023, and total R&D expenses for the first half of 2024 were $2.1 million compared to $9.4 million in the same period of 2023[4]. General and Administrative Expenses - General and Administrative (G&A) expenses increased to $3.7 million for Q2 2024 from $3.0 million in Q2 2023, while total G&A expenses for the first half of 2024 were $5.6 million compared to $20.7 million in the same period of 2023[4]. Financial Performance - The net loss for Q2 2024 was $54.9 million, significantly higher than the $5.2 million loss in Q2 2023, with a total net loss of $56.6 million for the first half of 2024 compared to $27.5 million in the same period of 2023[4]. Corporate Strategy and Product Development - Eliem plans to host an Investor Day later in 2024 to provide updates on its corporate strategy and budoprutug development[3]. - Eliem's lead product candidate, budoprutug, is an anti-CD19-targeted monoclonal antibody aimed at treating various immune-mediated diseases[2].

Financial Performance - Eliem Therapeutics reported net losses of $54.9 million for Q2 2024, compared to $5.2 million in Q2 2023, and an accumulated deficit of $212.6 million as of June 30, 2024[99]. - Total operating expenses for the three months ended June 30, 2024, increased by 739.6% to $56.4 million from $6.7 million in the same period of 2023[1]. - Net loss for the three months ended June 30, 2024, was $54.9 million, a 951.5% increase from a net loss of $5.2 million in the same period of 2023[1]. - Net cash used in operating activities for the six months ended June 30, 2024, was $2.5 million, significantly lower than $23.1 million in the same period of 2023[6]. - Research and development expenses for the six months ended June 30, 2024, decreased by 77.3% to $2.1 million from $9.4 million in the same period of 2023[8]. - General and administrative expenses for the six months ended June 30, 2024, decreased by 73.1% to $5.6 million from $20.7 million in the same period of 2023[9]. Acquisition and Investment - The company completed the acquisition of Tenet Medicines on June 27, 2024, issuing 31,238,282 shares at $3.84 per share, raising approximately $120.0 million[98]. - The total cost of the Tenet acquisition was $52.8 million, including $5.8 million in transaction costs and $5.0 million related to a loan settled upon closing[103]. - Eliem recognized in-process research and development expense of $51.7 million for the three and six months ended June 30, 2024, due to the acquisition of Tenet[103]. - Net cash provided by financing activities for the six months ended June 30, 2024, was $128.4 million, primarily from the issuance of common stock[7]. Research and Development - In a Phase 1b clinical trial of budoprutug for membranous nephropathy, 60% of patients achieved complete remission of proteinuria[94]. - Eliem expects to finalize a high concentration formulation of budoprutug by the end of 2024 to support subcutaneous dosing[96]. - Research and development expenses are expected to increase substantially as the company conducts ongoing clinical trials and studies[107]. - Research and development expenses decreased by 71.6% from $3.7 million in Q2 2023 to $1.0 million in Q2 2024, primarily due to a pause in clinical trials[3]. Cash Position - Cash and cash equivalents were reported at $223.1 million as of June 30, 2024, sufficient to fund operations into 2027[100]. - Cash and cash equivalents as of June 30, 2024, were $223.1 million, sufficient to fund operations into 2027[5]. Corporate Strategy and Future Outlook - Eliem plans to provide a comprehensive update on its corporate and budoprutug development strategy at an Investor Day later this year[96]. - The company has not generated any revenue from product sales since inception and expects to continue incurring operating losses for the foreseeable future[102]. Accounting and Compliance - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards until they apply to private companies[137]. - The company will remain an emerging growth company until it achieves total annual gross revenue of $1.235 billion or more or meets other specified criteria[138]. - The company evaluates acquisitions to determine if they should be accounted for as business combinations or asset acquisitions based on the concentration of fair value in identifiable assets[134]. - The company’s financial statements are prepared in accordance with U.S. GAAP, requiring management to make estimates and assumptions that could materially affect reported amounts[133]. - There were no material changes to the company's critical accounting policies during the six months ended June 30, 2024[135]. - The company has obligations under an asset purchase agreement and certain license agreements, which include milestone and royalty payments contingent upon future events[132]. - The company accounts for future payments in asset acquisitions based on the achievement of regulatory, development, or sales milestones[134]. - The company’s consolidated financial statements may not be comparable to those of companies that comply with new accounting pronouncements as of public company effective dates[138]. - The company does not provide quantitative and qualitative disclosures about market risk as a smaller reporting company[139].

Eliem completed the acquisition of Tenet Medicines and concurrent $120 million private placement Eliem to host an Investor Day later in the year to provide an overview of budoprutug (previously referred to as TNT119), pipeline expansion strategy and anticipated milestones Cash and cash equivalents of approximately $220 million expected to fund operations into 2027, to enable the potential attainment of key clinical and development milestones for budoprutug SEATTLE and CAMBRIDGE, United Kingdom, Aug. 14, 202 ...

e 1 l E t Eliem Therapeutics, Inc. (NASDAQ:ELYM) is gearing up to report additional results from its phase 1b study using TNT119 for the treatment of patients with membranous nephropathy [MN]. It already released some prior data from this study, and now it is going to release additional results by the end of 2024, which could possibly unlock further shareholder value. The truth is that this anti-CD19 monoclonal antibody can be applied towards other autoimmune disorders because its ability to deplete a broad ...

Membership in the Russell 3000® Index means automatic inclusion in the large-cap Russell 1000® Index or small-cap Russell 2000® Index as well as in the appropriate growth and value style indexes. The Russell 3000 also serves as the U.S. component to the Russell Global Index. The Russell 3000® Index encompasses the 3,000 largest U.S.-traded stocks by objective, market-capitalization rankings, and style attributes. Membership in these indexes is updated annually and remains in place for one year. anticipated ...

Post-close cash and cash equivalents of $220 million expected to fund operations into 2027, to enable the potential attainment of key clinical and development milestones for TNT119 Announces the appointments of Dr. Aoife Brennan as President, Chief Executive Officer and Director, and Dr. Jan Hillson as Senior Clinical Advisor; Dr. Stephen Thomas, former Tenet CEO, appointed to Eliem's Board of Directors SEATTLE and CAMBRIDGE, United Kingdom, June 27, 2024 (GLOBE NEWSWIRE) -- Eliem Therapeutics, Inc. (Nasdaq ...

Eliem to focus on advancing TNT119, an anti-CD19 antibody designed to treat a broad range of autoimmune diseases, including systemic lupus erythematosus, immune thrombocytopenia and membranous nephropathy Post-close cash and cash equivalents of $220 million expected to fund operations into 2027, to enable the potential attainment of key clinical and development milestones for TNT119 SEATTLE and CAMBRIDGE, United Kingdom, June 27, 2024 (GLOBE NEWSWIRE) -- Eliem Therapeutics, Inc. (Nasdaq: ELYM) ("Eliem"), to ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) For the three months ended March 31, 2024, Eliem Therapeutics reported a significant reduction in net loss to $1.7 million from $22.3 million in the prior-year period, primarily driven by a substantial decrease in operating expenses following a 2023 restructuring. The company's financial position remains stable with $105.0 million in cash and cash equivalents. A key subsequent event is the definitive agreement to acquire Tenet Medicines, Inc., coupled with a planned $120 million private placement, signaling a major strategic shift towards autoimmune disorders [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (In thousands) | Balance Sheet Items (In thousands) | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $105,031 | $93,112 | | Total current assets | $109,223 | $110,255 | | Total assets | $109,334 | $110,469 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $2,950 | $2,833 | | Total liabilities | $2,950 | $2,870 | | Total stockholders' equity | $106,384 | $107,599 | - Cash and cash equivalents increased by **$11.9 million** during the first quarter of 2024, while short-term marketable securities were reduced to zero from **$13.7 million** as they matured[7](index=7&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Operating Summary (In thousands) | Operating Results (In thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Research and development | $1,091 | $5,720 | | General and administrative | $1,914 | $17,718 | | **Total operating expenses** | **$3,005** | **$23,438** | | Loss from operations | ($3,005) | ($23,438) | | **Net loss** | **($1,697)** | **($22,290)** | | Net loss per share, basic and diluted | ($0.06) | ($0.84) | - The significant decrease in operating expenses and net loss is primarily due to the absence of major restructuring costs that were incurred in the first quarter of 2023[10](index=10&type=chunk)[77](index=77&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (In thousands) | Cash Flow Summary (In thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,819) | ($15,177) | | Net cash provided by investing activities | $13,751 | $5,797 | | Net cash provided by financing activities | $15 | $1 | | **Net change in cash and cash equivalents** | **$11,919** | **($9,148)** | - The significant reduction in cash used for operating activities reflects the lower net loss and reduced operational scale. Cash from investing activities was positive due to **$13.75 million** in proceeds from maturing marketable securities[15](index=15&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - On April 10, 2024, the company entered into an agreement to acquire Tenet Medicines, Inc., a developer of an anti-CD19 monoclonal antibody (TNT119) for autoimmune disorders[21](index=21&type=chunk)[79](index=79&type=chunk) - Concurrent with the acquisition agreement, Eliem entered into a Securities Purchase Agreement for a private placement to raise approximately **$120.0 million** in gross proceeds[22](index=22&type=chunk)[80](index=80&type=chunk) - The company's restructuring plan, initiated in February 2023 and expanded in October 2023, resulted in a **55% workforce reduction** and a pause in the development of its Kv7 program to conserve financial resources[19](index=19&type=chunk)[20](index=20&type=chunk)[74](index=74&type=chunk) - As of March 31, 2024, the company had **$105.0 million in cash and cash equivalents** and believes these funds are sufficient to meet operating requirements for **at least the next twelve months**[26](index=26&type=chunk) - In Q1 2023, the company recorded **$15.8 million in restructuring costs**, including **$9.0 million in stock-based compensation** and **$6.8 million in severance and benefits**, which significantly impacted the prior year's operating expenses[70](index=70&type=chunk)[77](index=77&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20and%20Operations) Management's discussion centers on the company's strategic pivot from developing therapies for neuronal excitability disorders to acquiring Tenet Medicines and its autoimmune-focused clinical program, TNT119. The analysis highlights a significant year-over-year decrease in operating expenses and net loss for Q1 2024, attributed to the 2023 restructuring and pausing of internal R&D programs. The company's liquidity is deemed sufficient for the next 12 months, but future operations are highly dependent on the successful consummation of the planned acquisition and the associated $120 million private placement [Overview](index=25&type=section&id=Overview) - The company has paused development of its internal programs (Kv7 and ETX-155) and is pursuing a strategic acquisition of Tenet Medicines, Inc. to focus on its clinical-stage anti-CD19 antibody, TNT119, for autoimmune disorders[93](index=93&type=chunk)[95](index=95&type=chunk) - A concurrent private placement is expected to raise approximately **$120.0 million** in gross proceeds to fund the combined company's operations[96](index=96&type=chunk) - The company's future is highly dependent on the successful closing of the Acquisition and Private Placement, which is expected in mid-2024[99](index=99&type=chunk)[101](index=101&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Expense Summary (In thousands) | Expense Category (In thousands) | Q1 2024 | Q1 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $1,091 | $5,720 | $(4,629) | (80.9)% | | General and administrative | $1,914 | $17,718 | $(15,804) | (89.2)% | | **Total operating expenses** | **$3,005** | **$23,438** | **$(20,433)** | **(87.2)%** | - Research and development expenses decreased by **$4.6 million (80.9%)** due to a **$3.2 million reduction** in personnel-related costs (including prior-period restructuring charges) and a **$2.5 million decrease** in direct clinical expenses from pausing the ETX-123 and ETX-155 programs[118](index=118&type=chunk) - General and administrative expenses decreased by **$15.8 million (89.2%)**, primarily driven by a **$15.0 million reduction** in personnel-related expenses, which included **$14.0 million in restructuring costs** in the prior-year period[119](index=119&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2024, the company had cash and cash equivalents of **$105.0 million**[122](index=122&type=chunk) - Management believes current cash is sufficient to fund projected operating requirements for **at least the next twelve months**[123](index=123&type=chunk) - Future operations and continued cash generation are highly dependent on the successful closing of the Tenet acquisition and the associated private placement[123](index=123&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Eliem Therapeutics is not required to provide the information for this item - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[136](index=136&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024. This conclusion is based on the existence of material weaknesses in internal control over financial reporting, specifically a lack of sufficient accounting personnel and the absence of formal accounting policies and controls. The company has outlined remediation efforts, including hiring qualified personnel and implementing improved policies and systems - The company's executive chairman concluded that disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting[138](index=138&type=chunk) - The identified material weaknesses include: 1) a lack of a sufficient number of professionals with appropriate accounting knowledge and experience, and 2) the absence of formal accounting policies, procedures, and controls for complete and timely financial reporting[140](index=140&type=chunk)[141](index=141&type=chunk) - Remediation efforts are underway, including hiring qualified personnel and designing and implementing improved policies, processes, and internal controls[143](index=143&type=chunk)[145](index=145&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) As of the filing date, the company reports that it is not involved in any material legal proceedings - The company was not involved in any material legal proceedings as of the date of the filing of this Quarterly Report on Form 10-Q[147](index=147&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The company outlines extensive risks, with a primary focus on the successful completion of the acquisition of Tenet Medicines and the concurrent private placement. Key risks include the potential failure of the transaction, stockholder dilution, and the challenges of integrating a new business focused on autoimmune diseases. Other significant risks relate to the company's history of losses, dependence on future clinical trial success for Tenet's TNT119, regulatory hurdles, reliance on third parties, intellectual property protection, and previously identified material weaknesses in internal financial controls [Risks Related to the Acquisition and the Private Placement](index=38&type=section&id=Risks%20Related%20to%20the%20Acquisition%20and%20the%20Private%20Placement) - Failure to complete the acquisition could adversely impact the company, potentially requiring payment of a **$1.0 million termination fee** to Tenet and causing a decline in stock price[151](index=151&type=chunk)[167](index=167&type=chunk) - The closing of the associated **$120.0 million** private placement is contingent on the consummation of the acquisition[154](index=154&type=chunk) - Existing stockholders will experience substantial ownership dilution from the shares issued in the acquisition and the private placement, and may not realize a commensurate benefit[161](index=161&type=chunk) [Risks Related to our Financial Position and Need for Additional Capital](index=41&type=section&id=Risks%20Related%20to%20our%20Financial%20Position%20and%20Need%20for%20Additional%20Capital) - The company has a history of significant operating losses, with an accumulated deficit of **$157.7 million** as of March 31, 2024, and expects to incur substantial losses for the foreseeable future[170](index=170&type=chunk) - Even if the acquisition and private placement are completed, the company will require substantial additional funding to support continuing operations and future development programs[172](index=172&type=chunk) - The company currently has no source of product revenue and its ability to become profitable depends on the successful development and commercialization of future product candidates[177](index=177&type=chunk) [Risks Related to our Business and the Development of our Product Candidates](index=45&type=section&id=Risks%20Related%20to%20our%20Business%20and%20the%20Development%20of%20our%20Product%20Candidates) - Future success is substantially dependent on obtaining regulatory approval for and commercializing future product candidates, such as Tenet's TNT119[181](index=181&type=chunk) - Preclinical and clinical development is a lengthy, expensive, and uncertain process, and the outcome of early trials may not predict the success of later trials[192](index=192&type=chunk) - Future product candidates may cause undesirable side effects that could delay or prevent regulatory approval or limit their commercial profile[202](index=202&type=chunk) [Risks Related to Intellectual Property](index=63&type=section&id=Risks%20Related%20to%20Intellectual%20Property) - The company's success depends on its ability to obtain, maintain, and enforce patents and other intellectual property rights for its product candidates[244](index=244&type=chunk) - The company may become involved in lawsuits to protect or enforce its intellectual property, which could be expensive and unsuccessful[251](index=251&type=chunk) - Changes in patent law could diminish the value of patents, and protecting intellectual property rights globally is prohibitively expensive and challenging[255](index=255&type=chunk)[265](index=265&type=chunk) [Risks Related to our Common Stock](index=75&type=section&id=Risks%20Related%20to%20our%20Common%20Stock) - The trading price of the company's common stock has been and may continue to be volatile[293](index=293&type=chunk) - Anti-takeover provisions in the company's charter and Delaware law could make an acquisition more difficult and limit the market price of the common stock[301](index=301&type=chunk) - The company has identified and is remediating material weaknesses in its internal control over financial reporting, which could adversely affect its ability to report financial results accurately and timely[308](index=308&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=86&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period. The net proceeds from its August 2021 IPO were $83.1 million, which are intended for working capital and general corporate activities, with specific use dependent on the closing of the planned acquisition and private placement - There were no unregistered sales of equity securities during the quarter[335](index=335&type=chunk) - The net proceeds from the company's IPO were **$83.1 million**, intended for working capital and general corporate purposes, with specific allocation pending the outcome of the Tenet acquisition[336](index=336&type=chunk) [Item 3. Defaults Upon Senior Securities](index=86&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable as the company has no defaults upon senior securities - Not applicable[337](index=337&type=chunk) [Item 4. Mine Safety Disclosures](index=86&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[338](index=338&type=chunk) [Item 5. Other Information](index=86&type=section&id=Item%205.%20Other%20Information) The company reports that none of its directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the first quarter of 2024 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or other non-Rule 10b5-1 trading arrangement during the quarterly period ended March 31, 2024[339](index=339&type=chunk) [Item 6. Exhibits](index=87&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Agreement and Plan of Merger with Tenet Medicines, the Securities Purchase Agreement for the private placement, and various officer certifications - Key exhibits filed include the Agreement and Plan of Merger and Reorganization with Tenet Medicines, Inc., the Securities Purchase Agreement, and related support and lock-up agreements[341](index=341&type=chunk)

Transaction to add clinical-stage program directed towards treating unmet needs in autoantibody-mediated diseases Combined company expected to have approximately $210 million of cash and cash equivalents, including $120 million from a concurrent private placement of common stock from leading life sciences investors Combined company to focus on clinical development of lead product candidate, TNT119, in upcoming Phase 2 clinical trials in systemic lupus erythematosus and immune thrombocytopenia Companies to h ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-4078 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) Delaware 83-2273741 (State or other jurisdiction ...