UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2018
UNITY BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38470 | 26-4726035 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3280 Bayshore Blvd, Suite 100
Brisbane, CA 94005
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 416-1192
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On June 7, 2018, Unity Biotechnology, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2018. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including the attached Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
Reference is made to the Exhibit Index attached hereto.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 7, 2018. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITY BIOTECHNOLOGY, INC. | ||||||
| Date: June 7. 2018 | By: | /s / Robert C. Goeltz II | ||||
| Robert C. Goeltz II | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
UNITY Biotechnology, Inc. Reports First Quarter 2018 Financial Results
SAN FRANCISCO, Calif., June 7, 2018 (GLOBE NEWSWIRE) — UNITY Biotechnology, Inc. (“UNITY”) (NASDAQ:UBX), a biotechnology company developing therapeutics to extend healthspan by slowing, halting or reversing diseases of aging, today reported first quarter 2018 financial results.
As of March 31, 2018, UNITY had cash, cash equivalents and short-term investments of $134.6 million. This amount excludes $5.0 million of proceeds from the final closing of UNITY’s $60 million Series C convertible preferred stock financing in April 2018, and $79.1 million of proceeds after underwriting discounts and commission from UNITY’s initial public offering (IPO) completed in May 2018.
“We had a very productive start to 2018. In addition to completing key financing milestones, we filed our first Investigational New Drug application and received clearance from FDA. We are now preparing to enroll the first patients in our Phase 1 clinical trial evaluating UBX0101 in moderate to severe osteoarthritis of the knee,” said Keith Leonard, chairman and chief executive officer of Unity Biotechnology, Inc. “We also added two new directors to the board and continue to hire key leaders to expand our strategic capabilities. With these important achievements, UNITY has the capital resources and leadership in place to execute against our mission of extending human healthspan by slowing, halting or reversing the diseases of aging.”
First Quarter Financial Results
Cash, cash equivalents and investments totaled $134.6 million as of March 31, 2018, compared to $92.2 million as of December 31, 2017. The increase in cash reflects $54.9 million in proceeds from the first close of UNITY’s Series C convertible preferred stock financing, offset by $11.9 million used in operations and $0.6 million in payments related to deferred offering costs from the IPO.
Research and development expenses were $13.0 million during the first quarter of 2018, compared with $7.0 million for the first quarter of 2017. The increase was attributable to an increase in personnel related expenses of $3.6 million, sponsored research expenses of $1.5 million and pre-clinical and start-up activity expenses of $0.9 million for the Phase 1 clinical study of UBX0101.
General and administrative expenses were $3.5 million during the first quarter of 2018, compared to $2.1 million for the first quarter of 2017. The increase was predominantly due to $0.6 million in personnel related expenses and $0.8 million increase in professional service expenses in preparation for becoming a public company.
About UNITY Biotechnology
UNITY Biotechnology is developing therapeutics to extend healthspan by slowing, halting or reversing diseases of aging. UNITY’s initial focus is on creating senolytic medicines to selectively eliminate senescent cells and thereby treat age-related diseases, such as osteoarthritis, eye diseases and pulmonary diseases. More information is available at www.unitybiotechnology.com or follow us on Twitter.
Forward-Looking Statements
This press release contains forward-looking statements, including but not limited to statements related to the expected timing for enrolling patients in our Phase 1 clinical study of UBX0101 and our potential to bring medicines to market to treat age-related diseases and extend human healthspan. Such forward-looking statements involve substantial risks and uncertainties that could cause UNITY’s research and clinical development programs, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the drug development process, including UNITY’s early stage of development and its understanding of senescence biology, the clinical trial enrollment process, the regulatory approval processes, the timing of regulatory filings, the challenges associated with manufacturing drug products, UNITY’s ability to successfully protect and defend its intellectual property and other matters that could affect the sufficiency of existing cash to fund operations and the availability or commercial potential of UNITY’s product candidates. UNITY undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the company in general, see UNITY’s recently filed Registration Statement on Form S-1 and any subsequent current and periodic reports filed with the Securities and Exchange Commission.
Unity Biotechnology, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended March, |
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| 2018 | 2017 | |||||||
| Operating expenses: |
||||||||
| Research and development |
$ | 13,025 | $ | 6,970 | ||||
| General and administrative |
3,457 | 2,070 | ||||||
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| Total operating expenses |
16,482 | 9,040 | ||||||
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| Operating loss |
(16,482 | ) | (9,040 | ) | ||||
| Interest income |
352 | 108 | ||||||
| Other expense, net |
(3 | ) | (2 | ) | ||||
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|
|
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| Net loss |
(16,133 | ) | (8,934 | ) | ||||
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| Other comprehensive loss |
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| Unrealized loss on marketable securitie, net of tax |
(34 | ) | — | |||||
| Comprehensive loss |
$ | (16,167 | ) | $ | (8,934 | ) | ||
| Net loss per share, basic and diluted |
$ | 4.69 | $ | (2.90 | ) | |||
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| Weighted average number of shares used in computing net loss per share, basic and diluted |
3,437,345 | 3,079,551 | ||||||
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Unity Biotechnology, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
| March 31, | December 31, | |||||||
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| 2018 | 2017 | |||||||
| (Unaudited) | ||||||||
| Assets |
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| Current Assets |
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| Cash and cash equivalents |
$ | 62,754 | $ | 7,298 | ||||
| Contribution receivable |
— | 1,382 | ||||||
| Short-term marketable securities |
71,281 | 79,212 | ||||||
| Deferred offering costs |
1,707 | — | ||||||
| Prepaid expenses and other current assets |
697 | 988 | ||||||
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| Total current assets |
136,439 | 88,880 | ||||||
| Property and equipment, net |
6,591 | 6,958 | ||||||
| Long-term marketable securities |
— | 5,118 | ||||||
| Restricted cash |
550 | 550 | ||||||
| Other long-term assets |
522 | 518 | ||||||
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| Total assets |
$ | 144,102 | $ | 102,024 | ||||
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| Liabilities, Convertible Preferred Stock, and Stockholder’s Deficit |
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| Current liabilities |
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| Accounts payable |
$ | 5,037 | $ | 2,378 | ||||
| Accrued compensation |
958 | 2,181 | ||||||
| Accrued and other current liabilities |
4,668 | 3,338 | ||||||
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| Total current liabilities |
10,663 | 7,897 | ||||||
| Deferred rent, net of current portion |
3,062 | 3,166 | ||||||
| Other non-current liabilities |
101 | 118 | ||||||
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| Total liabilities |
13,826 | 11,181 | ||||||
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| Convertible preferred stock |
228,907 | 173,956 | ||||||
| Stockholder’s deficit |
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| Common stock |
1 | 1 | ||||||
| Additional paid-in capital |
5,511 | 4,072 | ||||||
| Related party promissory notes for purchase of common stock |
(592 | ) | (202 | ) | ||||
| Employee promissory notes for purchase of common stock |
(400 | ) | — | |||||
| Accumulated other comprehensive loss |
(138 | ) | (104 | ) | ||||
| Accumulated deficit |
(103,013 | ) | (86,880 | ) | ||||
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| Total stockholders’ deficit |
(98,631 | ) | (83,113 | ) | ||||
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| Total liabilities, convertible preferred stock, and stockholder’s deficit |
$ | 144,102 | $ | 102,024 | ||||
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Investors
UNITY Biotechnology, Inc.
Bob Goeltz
Chief Financial Officer
1-650-525-4980
bob.goeltz@unitybiotechnology.com
Media
Canale Communications
Jason Spark
1-619-849-6005
jason@canalecomm.com