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GRAYBUG VISION(GRAY) - 2023 Q4 - Annual Report
2024-03-28 20:19
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 001-39538 CalciMedica, Inc. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or organ ...
GRAYBUG VISION(GRAY) - 2023 Q3 - Quarterly Report
2023-11-09 21:45
[Part I—Financial Information](index=5&type=section&id=Part%20I%E2%80%94FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's analysis, and disclosures on market risk and internal controls [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company's financial position changed significantly post-merger, with increased assets and a substantial net loss driven by one-time expenses - On March 20, 2023, the company completed a reverse merger with Graybug Vision, Inc, with Private CalciMedica being treated as the accounting acquirer[13](index=13&type=chunk)[40](index=40&type=chunk)[87](index=87&type=chunk) - Post-merger, former Private CalciMedica and Graybug equityholders owned approximately **72% and 28%** of the combined company, respectively[13](index=13&type=chunk)[40](index=40&type=chunk)[87](index=87&type=chunk) - Management has concluded that the company's existing cash, cash equivalents, and short-term investments may not be sufficient to fund operations for one year, raising **substantial doubt about its ability to continue as a going concern**[46](index=46&type=chunk)[182](index=182&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a substantial increase in assets and a shift from deficit to positive stockholders' equity post-merger Condensed Consolidated Balance Sheets (in thousands) | | Sep 30, 2023 (unaudited) | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $11,644 | $1,327 | | Short-term investments | $2,947 | $0 | | Total current assets | $15,273 | $1,730 | | **Total assets** | **$15,845** | **$3,349** | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $3,686 | $4,780 | | Total liabilities | $3,686 | $12,582 | | Total stockholders' equity (deficit) | $12,159 | ($71,304) | | **Total liabilities and stockholders' equity (deficit)** | **$15,845** | **$3,349** | - Following the merger, **total assets increased significantly from $3.3 million to $15.8 million**, primarily due to an increase in cash and the addition of short-term investments[23](index=23&type=chunk)[99](index=99&type=chunk) - Total liabilities decreased from $12.6 million to $3.7 million, mainly because convertible promissory notes and warrant liabilities were converted to equity[23](index=23&type=chunk)[99](index=99&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Operating expenses and net loss surged for the nine-month period due to significant one-time merger-related charges Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $2,772 | $1,244 | $13,077 | $6,428 | | General and administrative | $2,061 | $2,044 | $20,679 | $4,660 | | **Total operating expenses** | **$4,833** | **$3,288** | **$33,756** | **$11,088** | | Loss from operations | ($4,833) | ($3,288) | ($33,756) | ($11,088) | | **Net loss and comprehensive loss** | **($4,619)** | **($2,581)** | **($30,211)** | **($9,241)** | | Net loss per share—basic and diluted | ($0.82) | ($31.04) | ($7.43) | ($113.24) | - For the nine months ended September 30, 2023, **operating expenses surged to $33.8 million** from $11.1 million in the prior year, including **$16.2 million in one-time merger-related charges**[42](index=42&type=chunk)[159](index=159&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations was negative, but financing activities provided a significant net increase in cash Condensed Consolidated Statements of Cash Flows (in thousands) | | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($22,118) | ($7,668) | | Net cash provided by (used in) investing activities | $11,561 | ($4) | | Net cash provided by financing activities | $20,725 | $3,007 | | **Net increase (decrease) in cash and cash equivalents** | **$10,168** | **($4,665)** | - For the nine months ended September 30, 2023, **cash from financing activities was $20.7 million**, primarily from $14.9 million in net cash acquired in the merger and $10.3 million from a private placement[194](index=194&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's focus on Auxora is detailed alongside rising expenses and substantial doubt about its going concern status [Overview](index=29&type=section&id=Overview) The company is a clinical-stage biopharmaceutical firm developing CRAC channel inhibitors, with Auxora as its lead candidate - The company is a clinical-stage biopharmaceutical company focused on developing therapeutics for inflammatory and immunologic diseases by inhibiting CRAC channels[148](index=148&type=chunk)[149](index=149&type=chunk) - The lead product candidate is Auxora, with topline results for its **Phase 2b CARPO trial expected in the first half of 2024** and plans for a Phase 2 AKI trial subject to funding[150](index=150&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Operating expenses for the nine-month period rose significantly due to increased R&D and G&A costs from merger-related charges Comparison of Operating Results (in thousands) | | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $2,772 | $1,244 | $13,077 | $6,428 | | General and administrative | $2,061 | $2,044 | $20,679 | $4,660 | | **Total operating expenses** | **$4,833** | **$3,288** | **$33,756** | **$11,088** | | **Net loss** | **($4,619)** | **($2,581)** | **($30,211)** | **($9,241)** | - For the nine months ended Sep 30, 2023, **R&D expenses increased by $6.6 million**, primarily due to a $4.8 million increase in personnel costs which included one-time merger-related charges[177](index=177&type=chunk) - For the nine months ended Sep 30, 2023, **G&A expenses increased by $16.0 million**, driven by a $14.7 million rise in personnel costs including one-time merger-related charges[178](index=178&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Existing capital raises substantial doubt about going concern, with resources sufficient only through Q3 2024 - As of September 30, 2023, the company had **cash, cash equivalents, and short-term investments of $14.6 million**[181](index=181&type=chunk) - Management believes existing resources are **sufficient to fund operations only through the third quarter of 2024**, which raises substantial doubt about the company's ability to continue as a going concern[182](index=182&type=chunk) - In August 2023, the company established an **At-the-Market (ATM) facility for up to $4.7 million** and had raised $72,000 in net proceeds as of September 30, 2023[120](index=120&type=chunk)[188](index=188&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, CalciMedica is not required to provide the information for this item - As a smaller reporting company, CalciMedica is not required to provide quantitative and qualitative disclosures about market risk[215](index=215&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness in internal controls over financial reporting - Management identified a **material weakness in internal controls** related to the accounting for the valuation of its convertible promissory notes and warrant liability, leading to a restatement[219](index=219&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) - Due to this material weakness, the CEO and Interim CFO concluded that the company's **disclosure controls and procedures were not effective** as of the end of the reporting period[217](index=217&type=chunk) [Part II—Other Information](index=44&type=section&id=Part%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, key risk factors, and other required disclosures [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material litigation - The company states that it currently has **no pending litigation** that could have a material adverse effect on its financial condition or results of operations[224](index=224&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant financial, clinical, operational, and regulatory risks, including a going concern warning [Financial and Operational Risks](index=46&type=section&id=Financial%20and%20Operational%20Risks) The company's history of losses and need for capital create substantial doubt about its ability to continue as a going concern - The company has a limited operating history, has incurred net losses since inception, and there is **substantial doubt about its ability to continue as a going concern**[228](index=228&type=chunk)[232](index=232&type=chunk) - **Substantial additional funding is required** to complete development and commercialization, which may cause significant dilution to stockholders[231](index=231&type=chunk)[236](index=236&type=chunk) [Clinical Development and Regulatory Risks](index=49&type=section&id=Clinical%20Development%20and%20Regulatory%20Risks) The business depends heavily on the success of its lead candidate, Auxora, which is based on unproven science - The company's science is based on **novel CRAC channel inhibition, which is unproven** and may not result in approvable products[245](index=245&type=chunk) - The business is **highly dependent on the success of its lead candidate, Auxora**, and failure to obtain regulatory approval would significantly harm the business[249](index=249&type=chunk)[251](index=251&type=chunk) - A significant portion of its CARPO trial is conducted in India, and there is a risk that the **FDA may not accept data from trials conducted outside the U.S**[262](index=262&type=chunk) [Manufacturing, Commercialization and Third-Party Reliance Risks](index=61&type=section&id=Manufacturing%2C%20Commercialization%20and%20Third-Party%20Reliance%20Risks) The company relies on third parties for manufacturing and clinical trials, creating risks in supply, quality, and market acceptance - The company **relies on third parties (CROs)** to conduct most of its research and clinical trials, and poor performance could delay or compromise programs[314](index=314&type=chunk)[315](index=315&type=chunk) - The company has **no manufacturing facilities** and relies on third-party contract manufacturers, creating risks related to supply, quality, and regulatory compliance[321](index=321&type=chunk)[322](index=322&type=chunk) - Even if approved, product candidates may **fail to achieve market acceptance** by physicians, patients, and payors, which is critical for commercial success[325](index=325&type=chunk)[327](index=327&type=chunk) [Intellectual Property Risks](index=74&type=section&id=Intellectual%20Property%20Risks) Success is contingent on obtaining and defending intellectual property, which faces uncertainty and potential challenges - The company's success depends on its ability to **obtain and maintain sufficient intellectual property protection**, a process that is uncertain and subject to challenge[391](index=391&type=chunk)[392](index=392&type=chunk)[393](index=393&type=chunk) - The company may face **third-party claims of intellectual property infringement**, which could lead to costly litigation or block commercialization[422](index=422&type=chunk)[424](index=424&type=chunk) - **Protecting trade secrets is critical but difficult**, and breaches or independent discovery by competitors could harm its competitive position[445](index=445&type=chunk) [Other General Risks](index=84&type=section&id=Other%20General%20Risks) Risks include a material weakness in internal controls and significant stockholder influence over corporate matters - A **material weakness in internal control over financial reporting** was recently identified, and failure to remediate it could lead to inaccurate reporting[475](index=475&type=chunk)[476](index=476&type=chunk) - The company's principal stockholders and management own a significant percentage of stock, allowing them to exert **significant control over matters subject to stockholder approval**[473](index=473&type=chunk) [Other Disclosures](index=89&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or other material information during the period - The company reported **no unregistered sales of equity securities**, defaults upon senior securities, or other information for the quarter[487](index=487&type=chunk)[488](index=488&type=chunk)
GRAYBUG VISION(GRAY) - 2023 Q2 - Quarterly Report
2023-08-11 20:06
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 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 001-39538 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the ...
GRAYBUG VISION(GRAY) - 2023 Q1 - Quarterly Report
2023-05-12 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 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 001-39538 CalciMedica, Inc. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or ...
GRAYBUG VISION(GRAY) - 2022 Q4 - Annual Report
2023-03-09 02:14
GRAYBUG VISION, INC. 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, 2022 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 001-39538 (Exact name of Registrant as specified in its Charter) Delaware 45-2120079 (State or other jurisdiction of ...