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 incorporation or organization) 201 Brookline Ave., Suite 901 For the quarterly period ended March 31, 2024 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: 001-39485 TANGO THERAPEUTICS, INC. (Exact ...

Tango Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Highlights – Dose expansion initiated in TNG908 phase 1/2 clinical trial – TNG908, a blood-brain barrier penetrant, MTA-cooperative PRMT5 inhibitor TNG462, a potentially best-in-class MTA-cooperative PRMT5 inhibitor – Dose expansion expected to initiate in TNG462 phase 1/2 clinical trial in 2Q 2024 – – Clinical data expected in 2H 2024 from PRMT5 program – – Dose escalation ongoing in TNG260 and TNG348 clinical-stage preci ...

PART I [Item 1. Business](index=9&type=section&id=Item%201.%20Business) Tango Therapeutics is a precision oncology company developing drugs that target tumor suppressor gene loss - Tango Therapeutics focuses on discovering and developing precision medicines targeting tumor suppressor gene loss in cancer patients using a synthetic lethality approach[26](index=26&type=chunk) - The company has **four product candidates in Phase 1/2 clinical trials**: TNG908, TNG462, TNG260, and TNG348[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - A key strategic collaboration exists with Gilead Sciences, focused on identifying and developing novel immune evasion targets[31](index=31&type=chunk)[103](index=103&type=chunk) [Our Pipeline and Strategy](index=10&type=section&id=Our%20Pipeline%20and%20Strategy) The company advances four clinical-stage candidates and discovers new synthetic lethal targets via collaborations Tango Therapeutics Product Pipeline | Program | Target | Indication | Development Stage | | :--- | :--- | :--- | :--- | | **TNG908** | PRMT5 | MTAP-del Cancers (incl. GBM) | Phase 1/2 | | **TNG462** | PRMT5 | MTAP-del Cancers (excl. GBM) | Phase 1/2 | | **TNG260** | CoREST | STK11-mutant Cancers | Phase 1/2 | | **TNG348** | USP1 | BRCA1/2-mutant & HRD+ Cancers | Phase 1/2 | | **Gilead Collaboration** | Multiple | Immune Evasion | Discovery/Preclinical | - Core strategic components include advancing the four lead clinical programs, discovering next-generation synthetic lethal targets, and maximizing the value of strategic collaborations[34](index=34&type=chunk)[38](index=38&type=chunk) [Our Programs](index=12&type=section&id=Our%20Programs) The clinical portfolio includes four targeted therapies in Phase 1/2 trials for genetically defined cancers - TNG908 and TNG462 are potent, selective, oral small molecule MTA-cooperative inhibitors of PRMT5, designed to be synthetic lethal with MTAP deletion, a genetic alteration present in **10-15% of all human tumors**[41](index=41&type=chunk)[43](index=43&type=chunk) - TNG260 is a CoREST inhibitor developed to reverse immune evasion in STK11-mutant cancers and is being tested in combination with pembrolizumab[79](index=79&type=chunk)[80](index=80&type=chunk) - TNG348 is a novel allosteric inhibitor of USP1 for treating BRCA-mutant and other HRD+ cancers, showing preclinical synergy with PARP inhibitors[90](index=90&type=chunk) [Collaboration and License Agreements](index=30&type=section&id=Collaboration%20and%20License%20Agreements) The company maintains a key collaboration with Gilead for immune evasion targets and a license agreement with Medivir for its USP1 program - The collaboration with Gilead leverages Tango's platform to identify up to 15 immune evasion targets, with **$175 million in upfront payments** received and potential for over **$410 million per program** in milestones[103](index=103&type=chunk)[104](index=104&type=chunk) - Tango retains rights to all cell-autonomous targets, and its lead programs are outside the scope of the Gilead collaboration[107](index=107&type=chunk) - The company licensed its USP1 program from Medivir AB and is obligated to pay up to approximately **$32.1 million** in potential milestones plus royalties[108](index=108&type=chunk)[109](index=109&type=chunk) [Manufacturing, Intellectual Property, and Government Regulation](index=31&type=section&id=Manufacturing%2C%20Intellectual%20Property%2C%20and%20Government%20Regulation) Tango relies on third-party CDMOs for manufacturing, protects its assets with a growing patent portfolio, and is subject to extensive FDA regulation - The company does not own manufacturing facilities and relies on third-party CDMOs, with a **single source for its clinical trial drug substance**[112](index=112&type=chunk) - Tango owns multiple patent families covering its lead candidates, with **expected expirations extending into the 2040s**[116](index=116&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) - The FDA has granted **Fast Track designation** to all four clinical candidates and **Orphan Drug Designation** to TNG908 and TNG462 for specific indications[121](index=121&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) [Competition and Human Capital](index=51&type=section&id=Competition%20and%20Human%20Capital) The company faces direct competition for its key programs and employed 140 full-time staff as of year-end 2023 - Direct competition for PRMT5 inhibitors TNG908 and TNG462 comes from clinical-stage programs at **Bristol Myers Squibb, Amgen, and AstraZeneca**[192](index=192&type=chunk) - The USP1 inhibitor TNG348 faces competition from clinical programs at **Roche and Exelixis**[195](index=195&type=chunk) - As of December 31, 2023, Tango had **140 full-time employees**, with 104 in R&D and 36 in G&A functions[200](index=200&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its limited operating history, net losses, funding needs, and reliance on third parties - The company has a limited operating history, has incurred significant net losses since inception (**$371.3 million accumulated deficit** as of Dec 31, 2023), and expects to continue incurring losses[211](index=211&type=chunk)[212](index=212&type=chunk) - **Substantial additional funding will be required** to continue operations, and failure to raise capital could force program delays or elimination[220](index=220&type=chunk) - The company relies on a limited number of third parties for manufacturing, including a **sole source for the active pharmaceutical ingredient (API)**, which increases supply chain risk[308](index=308&type=chunk)[314](index=314&type=chunk) - The company faces direct competition for its PRMT5 inhibitor programs from **Bristol Myers Squibb, Amgen, and AstraZeneca**[280](index=280&type=chunk) [Item 1B. Unresolved Staff Comments](index=109&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - Not Applicable[450](index=450&type=chunk) [Item 1C. Cybersecurity](index=109&type=section&id=Item%201C.%20Cybersecurity) The company's cybersecurity program is based on the NIST framework and is overseen by the Audit Committee - The cybersecurity risk management program is based on the **National Institute of Standards and Technology (NIST) Cybersecurity Framework**[451](index=451&type=chunk) - Oversight of cybersecurity is delegated to the **Audit Committee of the Board of Directors**, with day-to-day management led by the Head of IT[454](index=454&type=chunk) - The program includes annual penetration testing, monitoring of critical risks, assessment of third-party vendor practices, and employee awareness training[452](index=452&type=chunk) [Item 2. Properties](index=110&type=section&id=Item%202.%20Properties) The company leases approximately 64,805 square feet of office and laboratory space in Boston, Massachusetts - The company leases approximately **64,805 square feet** of office and laboratory space for its corporate headquarters at 201 Brookline Avenue, Boston, Massachusetts[456](index=456&type=chunk) - The lease for this facility **expires on January 31, 2033**[456](index=456&type=chunk) [Item 3. Legal Proceedings](index=110&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - The company is not currently a party to any litigation or legal proceedings expected to have a material adverse effect on the business[457](index=457&type=chunk) [Item 4. Mine Safety Disclosures](index=110&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[458](index=458&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=111&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'TNGX', and it has never paid cash dividends - The company's common stock is traded on The Nasdaq Global Market under the symbol **'TNGX'**[461](index=461&type=chunk) - The company has **never declared or paid cash dividends** and does not expect to in the foreseeable future, intending to retain earnings for business growth[463](index=463&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=112&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2023 revenue grew to $36.5 million, net loss narrowed, and cash reserves are expected to fund operations into late 2026 Results of Operations (2023 vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$36,527** | **$24,860** | **$11,667** | | Collaboration Revenue | $31,527 | $24,860 | $6,667 | | License Revenue | $5,000 | $— | $5,000 | | **Total Operating Expenses** | **$150,700** | **$135,931** | **$14,769** | | Research and Development | $115,198 | $105,906 | $9,292 | | General and Administrative | $35,502 | $30,025 | $5,477 | | **Loss from Operations** | **($114,173)** | **($111,071)** | **($3,102)** | | **Net Loss** | **($101,744)** | **($108,176)** | **$6,432** | - The company believes its cash, cash equivalents, and marketable securities of **$336.9 million** as of December 31, 2023, plus recent financing, will fund operations at least **into late 2026**[477](index=477&type=chunk)[511](index=511&type=chunk) - Research and development expenses **increased by $9.3 million** in 2023, primarily due to higher personnel-related costs and facility expenses[505](index=505&type=chunk) - In August 2023, the company raised **$79.8 million in net proceeds** from a private placement of common stock and pre-funded warrants[480](index=480&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=128&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations affecting its cash and investment portfolio - The company's main market risk is interest rate risk on its **$336.9 million portfolio** of cash, cash equivalents, and marketable securities[544](index=544&type=chunk) - Due to the short-term duration and low-risk profile of its investments, a **1% change in interest rates would not have a material effect** on the portfolio's fair market value[544](index=544&type=chunk) - The company does not have significant exposure to foreign currency exchange risk and has not seen a significant impact from inflation[545](index=545&type=chunk)[547](index=547&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=129&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section references the company's consolidated financial statements, which begin on page F-1 - The consolidated financial statements and the independent auditor's report are included in the report, **beginning on page F-1**[548](index=548&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=129&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[549](index=549&type=chunk) [Item 9A. Controls and Procedures](index=129&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2023[550](index=550&type=chunk) - Management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2023, based on the COSO framework[552](index=552&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter ended December 31, 2023[551](index=551&type=chunk) [Item 9B. Other Information](index=129&type=section&id=Item%209B.%20Other%20Information) A director adopted a Rule 10b5-1 trading plan during the fourth quarter of 2023 - On November 6, 2023, Director Lesley Ann Calhoun adopted a **Rule 10b5-1 trading arrangement** for the sale of up to 20,000 shares, effective through November 1, 2024[554](index=554&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=130&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[556](index=556&type=chunk) PART III [Items 10-14](index=131&type=section&id=Items%2010-14) Information for these items will be incorporated by reference from the company's 2024 proxy statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the forthcoming 2024 proxy statement[558](index=558&type=chunk)[561](index=561&type=chunk)[562](index=562&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=132&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index of financial statements and exhibits filed with the Form 10-K - This section references the Index to the Consolidated Financial Statements, which **begin on page F-1**[566](index=566&type=chunk) - An Exhibit Index is provided, listing all required exhibits filed with the report, such as corporate governance documents and material agreements[568](index=568&type=chunk)[570](index=570&type=chunk) [Item 16. Form 10-K Summary](index=134&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[572](index=572&type=chunk) Financial Statements [Consolidated Financial Statements](index=138&type=section&id=Consolidated%20Financial%20Statements) The company reported a net loss of $101.7 million in FY2023 and ended the year with $336.9 million in cash and equivalents Consolidated Balance Sheet Data | (in thousands) | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $66,385 | $59,968 | | Marketable securities | $270,500 | $306,165 | | **Total Assets** | **$402,567** | **$436,470** | | Deferred revenue (current & non-current) | $92,353 | $123,880 | | **Total Liabilities** | **$149,459** | **$186,994** | | **Total Stockholders' Equity** | **$253,108** | **$249,476** | Consolidated Statement of Operations Data | (in thousands) | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Total Revenue | $36,527 | $24,860 | | Research and development | $115,198 | $105,906 | | General and administrative | $35,502 | $30,025 | | **Loss from operations** | **($114,173)** | **($111,071)** | | **Net loss** | **($101,744)** | **($108,176)** | | Net loss per share | ($1.08) | ($1.23) | Consolidated Statement of Cash Flows Data | (in thousands) | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($117,982) | ($109,080) | | Net cash provided by investing activities | $41,426 | $26,399 | | Net cash provided by financing activities | $82,406 | $1,615 | | **Net change in cash, cash equivalents and restricted cash** | **$5,850** | **($81,066)** | [Notes to Consolidated Financial Statements](index=142&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies for revenue recognition, leases, stock compensation, and deferred tax assets - Revenue from the Gilead collaboration is recognized over time using a cost-to-cost input method; as of Dec 31, 2023, the company had **$92.4 million in deferred revenue**[628](index=628&type=chunk)[668](index=668&type=chunk) - The company's operating lease for its Boston headquarters has total future minimum lease payments of **$55.5 million**[517](index=517&type=chunk)[684](index=684&type=chunk) - As of Dec 31, 2023, the company had **$37.6 million of total unrecognized compensation expense** related to stock options and RSUs[704](index=704&type=chunk)[707](index=707&type=chunk) - The company maintains a **full valuation allowance** against its net deferred tax assets of **$113.4 million** due to its history of cumulative net losses[711](index=711&type=chunk)[715](index=715&type=chunk)

– First patient dosed in phase 1/2 clinical trial of TNG348 in patients with BRCA1/2-mutant and other HRD+ cancers – – FDA Orphan Drug Designation granted for TNG462 for the treatment of soft tissue sarcomas – – Strong cash position of $337 million as of December 31, 2023, combined with $42 million in proceeds from ATM in January 2024; cash runway into late 2026 expected to fund all clinical programs through proof-of-concept – BOSTON, Mass. – March 18, 2024 – Tango Therapeutics, Inc. (NASDAQ: TNGX), a clini ...

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 September 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: 001-39485 TANGO THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) (State or o ...

[FORM 10-Q](index=1&type=section&id=FORM%2010-Q) This section serves as the cover page for Tango Therapeutics, Inc.'s Quarterly Report on Form 10-Q, detailing company identification, securities, and filer status for the period ended June 30, 2023 - Registrant: **Tango Therapeutics, Inc.**[2](index=2&type=chunk) - Period Ended: **June 30, 2023**[2](index=2&type=chunk) **Securities Registered:** | Title of each class | Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common stock, par value $0.001 per share | TNGX | Nasdaq Global Market | - Filer Status: **Non-accelerated filer, Smaller reporting company, Emerging growth company**[4](index=4&type=chunk) - Common Stock Outstanding (as of Aug 2, 2023): **88,467,269 shares**[4](index=4&type=chunk) [Table of Contents](index=2&type=section&id=Table%20of%20Contents) This section lists all items and their corresponding page numbers within the Quarterly Report on Form 10-Q, organized into Part I and Part II [Summary of Material Risks Associated with Our Business](index=3&type=section&id=Summary%20of%20Material%20Risks%20Associated%20with%20Our%20Business) This section outlines key business risks for Tango Therapeutics, including limited operating history, lack of approved products, significant losses, funding needs, and uncertain clinical development - The company is a precision oncology company with a limited operating history, no approved products, and no revenue from product sales, facing substantial competition[9](index=9&type=chunk) - Significant net losses have been incurred since inception, with expectations of continued losses and the need for substantial additional funding to support product development and commercialization efforts[9](index=9&type=chunk) - Clinical product development is a lengthy, expensive, and uncertain process, with no successful clinical trials completed to date, and results from earlier studies are not necessarily predictive of future outcomes[9](index=9&type=chunk) [Note Regarding Forward-Looking Statements](index=4&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) This section cautions that forward-looking statements in the report are subject to risks and uncertainties, potentially causing actual results to differ materially from projections - Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially[11](index=11&type=chunk) - Key areas of uncertainty include the timing and cost of R&D programs, ability to obtain funding, regulatory approval, commercialization, intellectual property protection, and the impact of external factors like the COVID-19 pandemic[12](index=12&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk) - The company does not undertake any obligation to update or revise forward-looking statements, except as required by law[15](index=15&type=chunk) [Use of Defined Terms and Corporate Information](index=6&type=section&id=USE%20OF%20DEFINED%20TERMS%20IN%20THIS%20QUARTERLY%20REPORT%20ON%20FORM%2010-Q) This section defines key terms used in the Quarterly Report and provides corporate information, including the company's history and access to SEC filings - Tango Therapeutics, Inc. was formerly BCTG Acquisition Corp. (a SPAC) and changed its name after a merger on **August 10, 2021**[17](index=17&type=chunk) - The company makes its SEC filings and other investor information available free of charge on the "Investors" portion of its website (http://www.tangotx.com)[18](index=18&type=chunk)[19](index=19&type=chunk) - Key defined terms include "Gilead" (Gilead Sciences, Inc.), "MTAP" (methylthioadenosine phosphorylase), "NSCLC" (non-small cell lung cancer), and various program/pathway acronyms like "PRMT5" and "USP1"[18](index=18&type=chunk) [PART I. FINANCIAL INFORMATION](index=8&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, cash flows, management's discussion, and market risk disclosures [Item 1. Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Tango Therapeutics, Inc.'s unaudited condensed consolidated financial statements, encompassing balance sheets, statements of operations, stockholders' equity, cash flows, and detailed explanatory notes [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets reflect a decrease in total assets from **$436.5 million** to **$379.3 million**, and a decline in total stockholders' equity from **$249.5 million** to **$212.9 million** **Condensed Consolidated Balance Sheets (in thousands):** | Metric | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $66,052 | $59,968 | | Marketable securities | $244,600 | $306,165 | | Total current assets | $320,543 | $375,272 | | Total assets | $379,328 | $436,470 | | Total current liabilities | $53,633 | $55,545 | | Total liabilities | $166,383 | $186,994 | | Total stockholders' equity | $212,945 | $249,476 | - Total assets decreased by **$57.1 million (13.1%)** from December 31, 2022, to June 30, 2023, mainly due to a decrease in marketable securities[23](index=23&type=chunk) - Total stockholders' equity decreased by **$36.5 million (14.6%)** from December 31, 2022, to June 30, 2023, primarily due to accumulated deficit[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a net loss of **$20.7 million** for Q2 2023 and **$48.7 million** for the six months, with total revenue significantly increasing due to a new Gilead license stream **Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):** | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $14,598 | $5,771 | $20,364 | $11,529 | | Research and development expenses | $28,671 | $23,741 | $56,710 | $48,071 | | General and administrative expenses | $9,174 | $7,232 | $17,188 | $14,039 | | Net loss | $(20,710) | $(24,858) | $(48,718) | $(50,066) | | Net loss per common share – basic and diluted | $(0.23) | $(0.28) | $(0.55) | $(0.57) | - Total revenue for the three months ended June 30, 2023, increased by **$8.8 million (152.9%)** year-over-year, driven by **$5.0 million** in license revenue from Gilead[24](index=24&type=chunk) - Net loss decreased by **$4.1 million (16.7%)** for the three months ended June 30, 2023, compared to the same period in 2022[24](index=24&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Total stockholders' equity decreased from **$249.5 million** to **$212.9 million**, primarily due to net loss, partially offset by stock-based compensation and other comprehensive income **Changes in Stockholders' Equity (in thousands):** | Metric | December 31, 2022 | June 30, 2023 | | :--- | :--- | :--- | | Total Stockholders' Equity | $249,476 | $212,945 | | Accumulated Deficit | $(269,512) | $(318,230) | | Additional Paid-in Capital | $522,605 | $532,604 | - Accumulated deficit increased by **$48.7 million** from December 31, 2022, to June 30, 2023, reflecting the net loss for the period[26](index=26&type=chunk) - Additional paid-in capital increased by **$9.9 million**, primarily due to stock-based compensation expense and common stock issuance from option exercises and ESPP[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities decreased to **$59.4 million**, while net cash provided by investing activities significantly increased to **$64.2 million**, resulting in a **$5.5 million** net increase in cash and equivalents **Condensed Consolidated Statements of Cash Flows (in thousands):** | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(59,380) | $(61,203) | | Net cash provided by investing activities | $64,238 | $23,776 | | Net cash provided by financing activities | $659 | $975 | | Net change in cash, cash equivalents and restricted cash | $5,517 | $(36,452) | | Cash, cash equivalents and restricted cash, end of period | $69,475 | $108,572 | - Net cash used in operating activities decreased by **$1.8 million (2.9%)** year-over-year, mainly due to a lower net loss[29](index=29&type=chunk) - Net cash provided by investing activities increased by **$40.5 million (170.2%)** year-over-year, driven by increased sales and maturities of marketable securities[29](index=29&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential context for the financial statements, detailing business nature, accounting policies, Gilead collaboration, fair value, marketable securities, and other financial specifics [1. Nature of the Business and Basis of Presentation](index=12&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) Tango Therapeutics is a precision oncology company developing novel drugs, with financial statements prepared in conformity with U.S. GAAP and intercompany accounts eliminated - Tango Therapeutics is a precision oncology company focused on discovering and developing novel drugs for patients with high unmet medical needs[32](index=32&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP and are unaudited, with all intercompany accounts and transactions eliminated[34](index=34&type=chunk) [2. Summary of Significant Accounting Policies](index=12&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) No significant changes occurred in accounting policies from the prior annual report, with estimates used for collaboration revenue, stock-based awards, and R&D expenses, and no material impact expected from new pronouncements - No significant changes from the accounting policies disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[36](index=36&type=chunk) - Significant estimates are made for collaboration agreements revenue, valuation of stock-based awards, and accrual for research and development expenses[37](index=37&type=chunk) [3. Collaboration Agreements](index=13&type=section&id=3.%20Collaboration%20Agreements) The Gilead collaboration agreement, amended in 2020, provides for milestone payments and royalties, with a **$5.0 million** license fee recognized in June 2023, and a total allocated transaction price of **$199.0 million** - The Gilead Agreement, amended in August 2020, allows Tango to receive up to **$410.0 million** per program in license, research option-extension, and clinical, regulatory, and commercial milestones, plus royalties[43](index=43&type=chunk) - In June 2023, Gilead licensed a program for a **$5.0 million** fee, which was recognized as license revenue in Q2 2023[46](index=46&type=chunk) **Gilead Collaboration Revenue Recognition (in thousands):** | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Collaboration revenue recognized | $15,400 | $11,500 | | Total transaction price allocated (as of June 30, 2023) | $199,000 | N/A | [4. Fair Value Measurements](index=14&type=section&id=4.%20Fair%20Value%20Measurements) Fair value measurements of financial assets, primarily cash equivalents and marketable debt securities, totaled **$271.8 million** as of June 30, 2023, with most classified as Level 2 **Fair Market Value Measurements (in thousands):** | Asset Type | June 30, 2023 (Total) | December 31, 2022 (Total) | | :--- | :--- | :--- | | Money market funds (Level 1) | $11,468 | $7,577 | | U.S. Treasury bills (Level 2) | $15,698 | $16,030 | | Marketable debt securities (U.S. Treasury bills, Level 2) | $119,155 | $199,245 | | Marketable debt securities (U.S. government agency bonds, Level 2) | $125,445 | $106,920 | | Total assets at fair value | $271,766 | $329,772 | - No transfers between fair value levels occurred during the six months ended June 30, 2023[52](index=52&type=chunk) [5. Marketable Securities](index=15&type=section&id=5.%20Marketable%20Securities) Marketable debt securities, classified as available-for-sale, decreased to **$244.6 million** at fair value, with **$1.5 million** in unrealized losses, and the company intends to hold them until cost basis recovery **Marketable Debt Securities (in thousands):** | Metric | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Amortized Cost | $246,117 | $309,870 | | Gross Unrealized Gains | $4 | $21 | | Gross Unrealized Loss | $(1,521) | $(3,726) | | Fair Value | $244,600 | $306,165 | - The company holds investment-grade marketable securities with unrealized losses but does not intend to sell them prior to recovery of their value, expecting cost basis recovery[56](index=56&type=chunk) - Marketable securities include **$1.3 million** in accrued interest as of June 30, 2023[56](index=56&type=chunk) [6. Supplemental Balance Sheet Information](index=16&type=section&id=6.%20Supplemental%20Balance%20Sheet%20Information) This section details property and equipment (net **$10.9 million**), accrued expenses (decreased to **$13.2 million**), and restricted cash (**$3.4 million**) primarily for facility leases **Property and Equipment, Net (in thousands):** | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Laboratory equipment | $8,675 | $7,720 | | Total property and equipment, net | $10,881 | $10,884 | **Accrued Expenses and Other Current Liabilities (in thousands):** | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Payroll and employee-related costs | $4,191 | $5,738 | | Research and development costs | $7,442 | $10,490 | | Total accrued expenses and other current liabilities | $13,185 | $17,495 | - Restricted cash of **$3.4 million** as of June 30, 2023, is related to security deposits for facility leases[59](index=59&type=chunk)[60](index=60&type=chunk) [7. Commitments and Contingencies](index=17&type=section&id=7.%20Commitments%20and%20Contingencies) The company has cancellable contracts for studies, indemnification agreements, no material legal proceedings, and received an inconsequential equity stake in August 2023 for providing lab space - Contracts for preclinical and clinical studies are generally cancellable with notice and do not have significant cancellation penalties[61](index=61&type=chunk) - The company is not currently a party to any material legal proceedings[63](index=63&type=chunk) - In August 2023, Tango received an inconsequential equity stake in a related biotech company in exchange for lab space and resources[64](index=64&type=chunk) [8. Redeemable Convertible Preferred Stock](index=17&type=section&id=8.%20Redeemable%20Convertible%20Preferred%20Stock) The company is authorized to issue **10 million** shares of preferred stock, but none were issued or outstanding as of June 30, 2023 - **10 million** shares of preferred stock are authorized, but none are issued or outstanding as of June 30, 2023[65](index=65&type=chunk) [9. Stock-Based Compensation](index=18&type=section&id=9.%20Stock-Based%20Compensation) Stock incentive plans have **6.6 million** and **2.3 million** shares available; total stock-based compensation expense for six months was **$9.3 million**, with **$45.5 million** in unrecognized expense **Stock-Based Compensation Expense (in thousands):** | Expense Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $2,807 | $1,656 | $4,942 | $3,298 | | General and administrative | $2,314 | $1,769 | $4,398 | $3,332 | | Total | $5,121 | $3,425 | $9,340 | $6,630 | - As of June 30, 2023, **6,557,740** shares were available for future issuance under the 2021 Plan, and **2,256,250** shares under the 2023 Inducement Plan[67](index=67&type=chunk)[68](index=68&type=chunk) - Total unrecognized compensation expense for stock options was **$42.4 million** (over 2.7 years) and for RSUs was **$3.1 million** (over 2.5 years) as of June 30, 2023[70](index=70&type=chunk)[72](index=72&type=chunk) [10. Net Loss Per Share](index=19&type=section&id=10.%20Net%20Loss%20Per%20Share) Basic and diluted net loss per share was **$(0.23)** for Q2 2023 and **$(0.55)** for the six months, with anti-dilutive securities excluded from EPS calculation **Net Loss Per Common Share (basic and diluted):** | Period | Net Loss | Weighted-Average Common Shares Outstanding | Net Loss Per Share | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2023 | $(20,710) | 88,354,590 | $(0.23) | | Three Months Ended June 30, 2022 | $(24,858) | 87,839,804 | $(0.28) | | Six Months Ended June 30, 2023 | $(48,718) | 88,281,368 | $(0.55) | | Six Months Ended June 30, 2022 | $(50,066) | 87,775,440 | $(0.57) | - Potential dilutive securities (stock options and unvested restricted common stock) were excluded from diluted EPS calculation due to their anti-dilutive effect[74](index=74&type=chunk) [11. Income Taxes](index=19&type=section&id=11.%20Income%20Taxes) An insignificant income tax provision of **$64 thousand** was reported for both periods, with a negative effective tax rate due to a valuation allowance against deferred tax assets **Income Tax Provision (in thousands):** | Period | Income Tax Provision | | :--- | :--- | | Three Months Ended June 30, 2023 | $64 | | Three Months Ended June 30, 2022 | $3 | | Six Months Ended June 30, 2023 | $64 | | Six Months Ended June 30, 2022 | $3 | - The effective income tax rate was negative (-0.1% for 3 and 6 months ended June 30, 2023) due to a valuation allowance against deferred tax assets, as the company expects a taxable loss in 2023[75](index=75&type=chunk)[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance and condition, focusing on precision oncology programs (TNG908, TNG462, TNG260, TNG348), funding, ongoing losses, and detailed analysis of revenue and operating expenses [Overview](index=20&type=section&id=Overview) Tango Therapeutics, a precision oncology company, advances novel drug programs including TNG908 (Phase 1/2), TNG462 (first patient dosed July 2023), TNG260 (first patient dosed July 2023), and TNG348 (IND expected mid-2023) - Tango Therapeutics focuses on precision oncology, discovering drugs for tumor suppressor gene loss and immune evasion[79](index=79&type=chunk) - TNG908 (MTA-cooperative PRMT5 inhibitor for MTAP-deleted cancers) is in Phase 1/2 clinical trial, with initial PD data showing proof-of-mechanism[80](index=80&type=chunk) - TNG462 (next-generation PRMT5 inhibitor) IND cleared in Q1 2023, and the first patient was dosed in July 2023 for a Phase 1/2 trial[81](index=81&type=chunk) - TNG260 (CoREST inhibitor for STK11 loss-of-function mutations) IND cleared in Q1 2023, and the first patient was dosed in July 2023 for a Phase 1/2 trial in combination with pembrolizumab[82](index=82&type=chunk) - TNG348 (USP1 inhibitor for BRCA1/2-mutant and HRD+ cancers) IND filing is expected in mid-2023, showing single agent and PARP inhibitor combination efficacy in preclinical studies[83](index=83&type=chunk)[84](index=84&type=chunk) [Financial Overview](index=21&type=section&id=Financial%20Overview) Operations are funded by equity and Gilead collaboration, with **$310.7 million** in cash and equivalents projected to fund into 2026, despite ongoing significant operating losses and an accumulated deficit of **$318.2 million** - Total funding raised since inception includes **$166.9 million** from preferred shares, **$342.1 million** from the Business Combination, and **$225.1 million** from the Gilead collaboration[85](index=85&type=chunk) - Cash, cash equivalents, and marketable securities were **$310.7 million** as of June 30, 2023, expected to fund operations into 2026[86](index=86&type=chunk) - Net losses for the six months ended June 30, 2023 and 2022, were **$48.7 million** and **$50.1 million**, respectively, leading to an accumulated deficit of **$318.2 million** as of June 30, 2023[86](index=86&type=chunk) - The company expects to incur significant and increasing expenses for R&D, regulatory approvals, manufacturing, intellectual property, and public company operations, requiring substantial additional funding[86](index=86&type=chunk)[87](index=87&type=chunk) [Revenue](index=21&type=section&id=Revenue) No product sales revenue is generated; all current revenue stems from Gilead collaboration, totaling **$14.6 million** for Q2 2023 (including **$5.0 million** license revenue) and **$20.4 million** for the six months - No revenue from product sales to date, and none expected for several years[89](index=89&type=chunk) - All revenue is currently derived from collaboration agreements with Gilead Sciences[90](index=90&type=chunk) **Revenue from Gilead Collaboration (in thousands):** | Revenue Type | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Collaboration revenue | $9,598 | $5,771 | $15,364 | $11,529 | | License revenue | $5,000 | $0 | $5,000 | $0 | | Total revenue | $14,598 | $5,771 | $20,364 | $11,529 | - In June 2023, Gilead licensed a program for a **$5.0 million** fee, recognized as license revenue[91](index=91&type=chunk) [Operating Expenses](index=22&type=section&id=Operating%20Expenses) Operating expenses increased significantly, with R&D reaching **$28.7 million** for Q2 2023 and G&A rising to **$9.2 million**, driven by personnel, facilities, and share-based compensation costs [Research and Development Expenses](index=22&type=section&id=Research%20and%20Development%20Expenses) R&D expenses increased by **$5.0 million (21.0%)** for Q2 2023 and **$8.6 million (17.9%)** for the six months, driven by personnel, facilities, and direct program costs **Research and Development Expenses (in thousands):** | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | TNG908 direct program expenses | $2,524 | $2,278 | $5,557 | $4,807 | | TNG462 direct program expenses | $1,927 | $2,163 | $3,805 | $4,965 | | TNG260 direct program expenses | $2,744 | $2,127 | $4,166 | $5,132 | | TNG348 direct program expenses | $1,382 | $1,716 | $3,532 | $3,899 | | Discovery direct program expenses | $5,929 | $5,391 | $12,598 | $10,068 | | Personnel related expenses | $9,765 | $7,142 | $18,757 | $13,673 | | Facilities and other related expenses | $4,400 | $2,924 | $8,295 | $5,527 | | Total research and development expenses | $28,671 | $23,741 | $56,710 | $48,071 | - The increase in R&D expenses was primarily driven by a **$2.6 million** increase in personnel-related costs (including share-based compensation) and a **$1.1 million** increase in facilities costs for Q2 2023[110](index=110&type=chunk) - The company expects to substantially increase R&D expenses as product candidates advance through development, with timelines and costs being highly uncertain[98](index=98&type=chunk) [General and Administrative Expenses](index=23&type=section&id=General%20and%20Administrative%20Expenses) G&A expenses increased by **$2.0 million (27.7%)** for Q2 2023 and **$3.2 million (22.6%)** for the six months, driven by higher personnel costs, share-based compensation, and headcount **General and Administrative Expenses (in thousands):** | Period | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $9,174 | $7,232 | $1,942 | | Six Months Ended June 30 | $17,188 | $14,039 | $3,149 | - The increase in G&A expenses was primarily due to a **$1.0 million** increase in personnel-related costs (including share-based compensation) and additional headcount for Q2 2023[111](index=111&type=chunk) - G&A expenses are expected to increase further due to increased headcount and costs associated with operating as a public company[102](index=102&type=chunk) [Other Income, Net](index=24&type=section&id=Other%20Income,%20Net) Total other income, net, significantly increased to **$2.6 million** for Q2 2023 and **$4.9 million** for the six months, driven by higher interest income and investment accretion [Interest Income](index=24&type=section&id=Interest%20Income) Interest income significantly increased to **$1.5 million** for Q2 2023 and **$2.5 million** for the six months, primarily due to higher interest rates in 2023 **Interest Income (in thousands):** | Period | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $1,450 | $297 | $1,153 | | Six Months Ended June 30 | $2,511 | $515 | $1,996 | - The increase in interest income was primarily due to higher interest rates in 2023 compared to 2022[112](index=112&type=chunk)[120](index=120&type=chunk) [Other Income, Net (Miscellaneous)](index=24&type=section&id=Other%20Income,%20Net%20(Miscellaneous)) Other income, net, substantially increased to **$1.2 million** for Q2 2023 and **$2.4 million** for the six months, primarily due to accretion on discounted investments **Other Income, Net (in thousands):** | Period | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | $1,151 | $50 | $1,101 | | Six Months Ended June 30 | $2,369 | $3 | $2,366 | - The increase in other income, net, was primarily due to accretion on investments purchased at a discount[113](index=113&type=chunk)[121](index=121&type=chunk) [Provision for Income Taxes](index=24&type=section&id=Provision%20for%20Income%20Taxes) The provision for income taxes remained insignificant (less than **$0.1 million**) for both periods, reflecting the company's ongoing taxable loss position - Provision for income taxes was insignificant (less than **$0.1 million**) for both the three and six months ended June 30, 2023 and 2022[114](index=114&type=chunk)[122](index=122&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section details the company's financial performance comparison for the three and six months ended June 30, 2023, versus 2022, covering revenue, operating expenses, and other income drivers [Comparison of the three months ended June 30, 2023 and 2022](index=25&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030,%202023%20and%202022) For Q2 2023, total revenue increased by **$8.8 million** to **$14.6 million**, operating expenses rose by **$6.9 million** to **$37.8 million**, and net loss improved by **$4.1 million** to **$20.7 million** **Results of Operations (Three Months Ended June 30, in thousands):** | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Total revenue | $14,598 | $5,771 | $8,827 | | Total operating expenses | $37,845 | $30,973 | $6,872 | | Loss from operations | $(23,247) | $(25,202) | $1,955 | | Total other income, net | $2,601 | $347 | $2,254 | | Net loss | $(20,710) | $(24,858) | $4,148 | - Collaboration revenue increased by **$3.8 million** due to higher research costs incurred under the Gilead collaboration[108](index=108&type=chunk) - License revenue of **$5.0 million** was recognized in Q2 2023 from Gilead, with no comparable revenue in Q2 2022[109](index=109&type=chunk) [Comparison of the six months ended June 30, 2023 and 2022](index=26&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030,%202023%20and%202022) For the six months ended June 30, 2023, total revenue increased by **$8.8 million** to **$20.4 million**, operating expenses rose by **$11.8 million** to **$73.9 million**, and net loss improved by **$1.3 million** to **$48.7 million** **Results of Operations (Six Months Ended June 30, in thousands):** | Metric | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Total revenue | $20,364 | $11,529 | $8,835 | | Total operating expenses | $73,898 | $62,110 | $11,788 | | Loss from operations | $(53,534) | $(50,581) | $(2,953) | | Total other income, net | $4,880 | $518 | $4,362 | | Net loss | $(48,718) | $(50,066) | $1,348 | - Collaboration revenue increased by **$3.9 million** due to higher research costs incurred under the Gilead collaboration[116](index=116&type=chunk) - License revenue of **$5.0 million** was recognized in the six months ended June 30, 2023, from Gilead[117](index=117&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Operations are funded by equity and Gilead collaboration, with **$310.7 million** in cash and equivalents expected to fund into 2026; net cash used in operations decreased to **$59.4 million**, and contractual obligations total **$58.7 million** [Sources of Liquidity](index=27&type=section&id=Sources%20of%20Liquidity) Tango Therapeutics' liquidity sources include **$166.9 million** from preferred shares, **$342.1 million** from the Business Combination, **$225.1 million** from Gilead, and **$310.7 million** in cash and equivalents as of June 30, 2023 - Funding sources include **$166.9 million** from preferred shares, **$342.1 million** from the Business Combination and PIPE Financing, and **$225.1 million** from the Gilead collaboration[123](index=123&type=chunk) - As of June 30, 2023, cash, cash equivalents, and marketable securities totaled **$310.7 million**[123](index=123&type=chunk) [Funding Requirements](index=27&type=section&id=Funding%20Requirements) Existing cash, cash equivalents, and marketable securities of **$310.7 million** are projected to fund operations into 2026, though this estimate relies on assumptions that may require earlier additional funding - Existing cash, cash equivalents, and marketable securities (**$310.7 million** as of June 30, 2023) are expected to fund operations at least into 2026[124](index=124&type=chunk) - The estimate is based on assumptions that may be wrong, and capital resources could be expended sooner than expected[124](index=124&type=chunk) [Cash Flows](index=27&type=section&id=Cash%20Flows) Net cash used in operating activities decreased by **$1.8 million** to **$59.4 million**, while net cash provided by investing activities significantly increased by **$40.5 million** to **$64.2 million** **Cash Flows (Six Months Ended June 30, in thousands):** | Cash Flow Activity | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(59,380) | $(61,203) | $1,823 | | Net cash provided by investing activities | $64,238 | $23,776 | $40,462 | | Net cash provided by financing activities | $659 | $975 | $(316) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $5,517 | $(36,452) | $41,969 | - The decrease in net cash used in operating activities was primarily due to a decrease in net loss[126](index=126&type=chunk) - The increase in net cash provided by investing activities was primarily due to increased sales and maturities of marketable securities[128](index=128&type=chunk) [Contractual Obligations and Commitments](index=28&type=section&id=Contractual%20Obligations%20and%20Commitments) Primary contractual obligations total **$58.7 million** in operating lease commitments, with purchase obligations and contingent milestone payments generally cancellable or not estimable **Contractual Obligations at June 30, 2023 (in thousands):** | Obligation Type | Total | Less than 1 Year | 1 – 3 Years | 3 – 5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating lease commitments | $58,730 | $5,558 | $11,218 | $11,901 | $30,053 | - Purchase obligations for preclinical studies, clinical operations, and manufacturing are generally cancellable and not included in the contractual obligations table[131](index=131&type=chunk) - Future milestone and royalty payments under license agreements are contingent upon future events and are not included as they are not estimable[132](index=132&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section details critical accounting policies requiring significant judgment and estimates for revenue recognition, accrued R&D expenses, and stock-based compensation, where actual results may differ from assumptions [Revenue Recognition](index=29&type=section&id=Revenue%20Recognition) Revenue from collaboration agreements is recognized under ASC Topic 606, requiring significant judgment in identifying performance obligations, allocating transaction prices, and recognizing variable consideration like milestone payments - Revenue is recognized under ASC Topic 606 using a five-step framework, assessing distinct performance obligations, transaction price, allocation, and satisfaction[136](index=136&type=chunk) - Milestone payments are included in the transaction price only when it is probable that a significant reversal in cumulative revenue will not occur, with regulatory approval milestones constrained until approval is received[138](index=138&type=chunk) - For combined performance obligations including services, revenue is recognized over time using the cost-to-cost input method, requiring significant judgment in estimating effort and completion period[140](index=140&type=chunk) [Accrued Research and Development Expenses](index=30&type=section&id=Accrued%20Research%20and%20Development%20Expenses) Accrued R&D expenses are estimated based on service progress, requiring significant judgment in evaluating task completion and contractual terms, with potential adjustments for variations in actual timing or effort - Accrued R&D expenses are estimated based on the level of service performed and costs incurred, even without invoices, requiring significant judgment[144](index=144&type=chunk) - Estimates are corroborated with service providers, and adjustments are made if actual timing or effort varies from the initial assessment[145](index=145&type=chunk) [Stock-Based Compensation](index=30&type=section&id=Stock-Based%20Compensation) Stock-based awards are measured at fair value using the Black-Scholes method, with compensation expense recognized over the vesting period, where significant judgment in assumptions can materially impact reported expenses - Fair value of stock-based awards is estimated using the Black-Scholes method, with volatility based on a peer group of companies[146](index=146&type=chunk) - Compensation expense is recognized over the requisite service period (generally vesting period) using the straight-line method[148](index=148&type=chunk) - Different assumptions in valuation methodologies could significantly alter equity-based compensation expense, net loss, and net loss per share[149](index=149&type=chunk) [Recently Adopted Accounting Pronouncements](index=31&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) Recently issued and adopted accounting pronouncements, detailed in Note 2, are not expected to materially impact the company's financial position, results of operations, or cash flows - Recently issued accounting standards not yet effective are not expected to have a material impact on the company's consolidated financial statements[38](index=38&type=chunk)[150](index=150&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=31&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) Tango Therapeutics' status as an "emerging growth company" and "smaller reporting company" allows for reduced reporting requirements and delayed adoption of new accounting standards - The company is an "emerging growth company" and has elected to delay adoption of new or revised accounting standards[151](index=151&type=chunk) - As an emerging growth company, it benefits from reduced reporting requirements, including presenting only two years of audited financial statements and reduced executive compensation disclosures[151](index=151&type=chunk) - The company is also a "smaller reporting company," which provides similar disclosure exemptions[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses market risks, including interest rate, foreign currency, and inflation, noting minimal material impact due to short-term investments and limited foreign exposure, though future inflation could affect costs [Interest Rate Risk](index=32&type=section&id=Interest%20Rate%20Risk) The company's **$310.7 million** investment portfolio, primarily short-term and low-risk, is not expected to be materially affected by a 1% interest rate change, as investments can be held to maturity - As of June 30, 2023, cash, cash equivalents, and marketable securities totaled **$310.7 million**[155](index=155&type=chunk) - An immediate 1% change in interest rates is not expected to have a material effect on the fair market value of the investment portfolio due to its short-term duration and low-risk profile[155](index=155&type=chunk) - The company has the ability to hold investments until maturity, mitigating the impact of interest rate changes on operating results or cash flows[155](index=155&type=chunk) [Foreign Currency Exchange Risk](index=32&type=section&id=Foreign%20Currency%20Exchange%20Risk) The company's functional currency is the U.S. dollar, with insignificant foreign currency exchange risk exposure and no hedging arrangements in place - The company's functional and reporting currency is the U.S. dollar[156](index=156&type=chunk) - Currently, there is insignificant exposure to foreign currency exchange risk, with no foreign exchange contracts or hedging arrangements[156](index=156&type=chunk) [Effects of Inflation](index=32&type=section&id=Effects%20of%20Inflation) Inflation has not materially affected the company's business to date, but persistent or increased inflation could raise costs for labor, clinical trials, and manufacturing, negatively impacting cash flows - Inflation has not had a material effect on the company's business, financial condition, or results of operations during the three months ended June 30, 2023[157](index=157&type=chunk) - If inflation remains high or increases, costs for labor, clinical trials, and manufacturing are likely to increase, which could negatively impact cash flows[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=32&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023 - Management, with CEO and CFO, evaluated disclosure controls and procedures as of June 30, 2023[158](index=158&type=chunk) - Disclosure controls and procedures were concluded to be effective at the reasonable assurance level[158](index=158&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) No material changes occurred in the company's internal control over financial reporting during the quarter ended June 30, 2023 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2023[159](index=159&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers non-financial information, including legal proceedings, risk factors, equity sales, senior securities defaults, mine safety disclosures, and a list of exhibits [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings that are probable to have a material adverse effect on its business as of June 30, 2023 - The company is not currently a party to any litigation or legal proceedings that are probable to have a material adverse effect on its business[162](index=162&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report on Form 10-K for comprehensive risk factors, noting no material changes since the December 31, 2022, filing - Investing in the company's securities involves a high degree of risk, as discussed in Item 1A, "Risk Factors" of the Annual Report on Form 10-K for the year ended December 31, 2022[164](index=164&type=chunk) - There have been no material changes to the risk factors set forth in the Annual Report on Form 10-K as of the filing date of this Quarterly Report[164](index=164&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities and use of proceeds to report[166](index=166&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No defaults upon senior securities to report[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[168](index=168&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - No other information to report[169](index=169&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes various exhibits such as Non-Employee Director Compensation Policy, Certifications of Principal Executive and Financial Officers, and Inline XBRL documents[170](index=170&type=chunk) - Certifications under 18 U.S.C. Section 1350 are furnished, not filed, unless specifically incorporated by reference[171](index=171&type=chunk) [Signatures](index=36&type=section&id=SIGNATURES) This section contains the required signatures of the company's authorized officers, including the President and CEO, Barbara Weber, MD, and the CFO, Daniella Beckman - The report is signed by Barbara Weber, MD, President and Chief Executive Officer, and Daniella Beckman, Chief Financial Officer, on **August 7, 2023**[175](index=175&type=chunk)[176](index=176&type=chunk)

PART I. FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2023 [Item 1. Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed consolidated financial statements for Tango Therapeutics, Inc. as of March 31, 2023, and for the three months then ended [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $403.8 million from $436.5 million, driven by reduced cash and marketable securities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $57,252 | $59,968 | | Marketable securities | $276,387 | $306,165 | | **Total Assets** | **$403,773** | **$436,470** | | Total current liabilities | $53,672 | $55,545 | | **Total Liabilities** | **$176,509** | **$186,994** | | **Total Stockholders' Equity** | **$227,264** | **$249,476** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss increased to $28.0 million from $25.2 million, primarily due to higher R&D and G&A expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Collaboration revenue | $5,766 | $5,758 | | Research and development | $28,039 | $24,330 | | General and administrative | $8,013 | $6,807 | | Loss from operations | ($30,286) | ($25,379) | | **Net loss** | **($28,008)** | **($25,208)** | | Net loss per common share | ($0.32) | ($0.29) | [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $227.3 million from $249.5 million, mainly due to the $28.0 million net loss - The accumulated deficit increased from **$(269.5) million** at the end of 2022 to **$(297.5) million** as of March 31, 2023, due to the net loss incurred during the quarter[28](index=28&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to $34.9 million, while investing activities provided $31.6 million Cash Flow Summary (in thousands) | Activity | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($34,907) | ($29,665) | | Net cash provided by (used in) investing activities | $31,551 | ($11,717) | | Net cash provided by financing activities | $73 | $257 | | **Net change in cash, cash equivalents and restricted cash** | **($3,283)** | **($41,125)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Details significant accounting policies, the Gilead collaboration, fair value measurements, and stock-based compensation - Under the Gilead collaboration agreement, the company recognized **$5.8 million** in revenue for the three months ended March 31, 2023, consistent with the same period in 2022[47](index=47&type=chunk)[48](index=48&type=chunk) - As of March 31, 2023, the company had **$118.1 million** in deferred revenue related to this collaboration[47](index=47&type=chunk)[48](index=48&type=chunk) Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended Mar 31, 2023 | Three Months Ended Mar 31, 2022 | | :--- | :--- | :--- | | Research and development | $2,135 | $1,642 | | General and administrative | $2,084 | $1,563 | | **Total** | **$4,219** | **$3,205** | - As of March 31, 2023, total unrecognized compensation expense related to stock options was **$48.0 million**, expected to be recognized over a weighted-average period of **2.9 years**[69](index=69&type=chunk)[71](index=71&type=chunk) - Unrecognized expense for RSUs was **$3.2 million**, to be recognized over **2.8 years**[69](index=69&type=chunk)[71](index=71&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses business overview, financial condition, and operating results for Q1 2023, highlighting clinical progress and liquidity [Overview](index=20&type=section&id=Overview) Provides updates on key precision oncology programs, including TNG908, TNG462, TNG260, and TNG348, detailing development progress - The lead program, TNG908, is actively enrolling patients in a Phase 1/2 trial, with initial data showing proof-of-mechanism and additional clinical data expected in **2024**[79](index=79&type=chunk) - The IND for TNG462, a next-generation PRMT5 inhibitor, was cleared in January 2023, with the first patient expected to be dosed in **mid-2023**[80](index=80&type=chunk) - The IND for TNG260, a CoREST inhibitor for STK11-mutant cancers, was cleared in Q1 2023, with a Phase 1/2 trial planned to start in the **second half of 2023**[81](index=81&type=chunk) - An IND filing for TNG348, a USP1 inhibitor for HRD+ cancers, is expected in **mid-2023**[83](index=83&type=chunk) [Financial Overview](index=21&type=section&id=Financial%20Overview) Funded by equity and Gilead collaboration, the company holds $333.6 million in cash, sufficient to fund operations into 2026 - The company believes its existing cash, cash equivalents, and marketable securities of **$333.6 million** as of March 31, 2023, will be sufficient to fund operating expenses and capital expenditure requirements at least into **2026**[85](index=85&type=chunk) - Net loss for the three months ended March 31, 2023, was **$28.0 million**[85](index=85&type=chunk) - The accumulated deficit reached **$297.5 million** as of the same date[85](index=85&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Compares Q1 2023 and Q1 2022 operating results, noting stable revenue and increased R&D and G&A expenses Comparison of Results of Operations (in thousands) | Line Item | Q1 2023 | Q1 2022 | Change | | :--- | :--- | :--- | :--- | | Collaboration revenue | $5,766 | $5,758 | $8 | | Research and development | $28,039 | $24,330 | $3,709 | | General and administrative | $8,013 | $6,807 | $1,206 | | **Loss from operations** | **($30,286)** | **($25,379)** | **($4,907)** | | **Net loss** | **($28,008)** | **($25,208)** | **($2,800)** | - The **$3.7 million** increase in R&D expense was primarily due to a **$2.4 million** increase in personnel-related costs (including share-based compensation and headcount) and a **$1.1 million** increase in facilities costs[106](index=106&type=chunk) - The **$1.2 million** increase in G&A expense was mainly driven by a **$0.8 million** increase in personnel-related costs[107](index=107&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity primarily from equity and Gilead collaboration, with $333.6 million in cash and equivalents, funding operations into 2026 - As of March 31, 2023, the company had cash, cash equivalents, and marketable securities of **$333.6 million**, which is expected to fund operations at least into **2026**[111](index=111&type=chunk)[112](index=112&type=chunk) Cash Flow Comparison (in thousands) | Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($34,907) | ($29,665) | | Net cash provided by (used in) investing activities | $31,551 | ($11,717) | | Net cash provided by financing activities | $73 | $257 | [Critical Accounting Policies and Significant Judgments and Estimates](index=27&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) Outlines critical accounting policies requiring significant judgment, including revenue recognition, R&D accruals, and stock-based compensation - Revenue recognition for the Gilead collaboration involves significant judgment in identifying performance obligations, determining the transaction price (including constraining variable consideration like milestones), and measuring progress over time using a cost-to-cost input method[122](index=122&type=chunk)[124](index=124&type=chunk)[128](index=128&type=chunk) - Accrued research and development expenses are estimated based on the level of service performed by vendors, which requires judgment regarding the progress of R&D activities and communication with service providers[132](index=132&type=chunk)[133](index=133&type=chunk) - Stock-based compensation is valued using the Black-Scholes model, which requires estimates for key assumptions such as expected stock price volatility (based on a peer group) and the expected life of the award[134](index=134&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk is interest rate risk on its short-term investments, with no material impact expected from a 1% rate change - The company's main market risk is interest rate risk on its **$333.6 million** of cash, cash equivalents, and marketable securities[144](index=144&type=chunk) - Due to the short-term duration of the portfolio, the impact of a **1%** interest rate change is not expected to be material[144](index=144&type=chunk) - The company does not have significant exposure to foreign currency exchange risk[145](index=145&type=chunk) - While inflation has not had a material effect on operations for the three months ended March 31, 2023, sustained inflation could increase labor, clinical trial, and manufacturing costs[146](index=146&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal controls - Based on an evaluation as of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[147](index=147&type=chunk) - No changes occurred during the quarter ended March 31, 2023, that materially affected, or were reasonably likely to materially affect, the company's internal control over financial reporting[148](index=148&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, and other standard disclosures for the reporting period [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings expected to adversely affect its business - The company is not currently a party to any litigation or legal proceedings that are probable to have a material adverse effect on its business[151](index=151&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022[153](index=153&type=chunk) [Other Items (Items 2, 3, 4, 5, 6)](index=34&type=section&id=Other%20Items) Covers standard disclosures including no unregistered equity sales, no defaults, and no other material information to report - Item 2: No unregistered sales of equity securities[155](index=155&type=chunk) - Item 3: No defaults upon senior securities[156](index=156&type=chunk) - Item 5: No other information to report[158](index=158&type=chunk)

therapeutics" Corporate Overview April 2023 Disclaimer and Safe Harbor Statement | 2 케어 TANGO Tango summary First clinical trial ongoing and three IND filings planned for 2023 • TNG462 phase 1/2 trial initiation expected mid-2023 - a next generation MTA-cooperative PRMT5 inhibitor | --- | --- | --- | --- | --- | |------------------------------------------------|-------|-------|-------|-------| | | | | | | | Targeting tumor suppressor loss | | | | | | to unmask vulnerabilities in cancer | | | | | | for the n ...

Pipeline and Milestones - Tango Therapeutics expects to initiate a Phase 1/2 trial for TNG462, a next-generation MTA-cooperative PRMT5 inhibitor, in mid-2023[1] - The company plans to file an IND for TNG348, a USP1 inhibitor targeting BRCA1/2 mutant and other HRD+ cancers, in mid-2023[1] - Tango Therapeutics anticipates an initial clinical update for TNG908 in Q2 2023[106] - Tango Therapeutics plans to file an IND for TNG260, a CoREST inhibitor, in the first half of 2023[84, 106] Strategic Partnerships and Financials - Tango Therapeutics has a strong strategic partnership with Gilead[2] - The partnership with Gilead includes $175 million upfront, $20 million in equity, and up to $6 billion in milestones[107] - Tango Therapeutics has sufficient cash to fund operations into 2025[106, 127] Drug Programs and Mechanisms - TNG462 is reported to be approximately 30 times more potent than TNG908 and 45 times more selective for MTAP deletion[10] - TNG462 has an IC50 of 4 nM and 45X selectivity for MTAP deletion[56, 63] - TNG908 is brain penetrant and potentially active in GBM patients[10] - TNG908 demonstrates 15X selectivity for MTAP deletion with an IC50 of 110 nM[35, 163] - TNG260 has an IC50 of 5nM and 10X CoREST complex selectivity[49]

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 EXCHaANGE 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 001-39485 TANGO THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation ...