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): March 11, 2020
UNITY BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38470 |
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26-4726035 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
285 East Grand Ave.
South San Francisco, CA 94080
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
UBX |
The Nasdaq Global Select Market |
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. ☐
On March 11, 2020, Unity Biotechnology, Inc. (the “Company”) announced its financial results for the year ended December 31, 2019. 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.
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Item 9.01 |
Financial Statements and Exhibits. |
Reference is made to the Exhibit Index attached hereto.
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Exhibit No. |
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Description |
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99.1 |
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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.
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UNITY BIOTECHNOLOGY, INC. |
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Date: March 11, 2020 |
By: |
/s/ Robert C. Goeltz II |
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Robert C. Goeltz II |
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Chief Financial Officer |
Exhibit 99.1
UNITY Biotechnology, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results
SOUTH SAN FRANCISCO, Calif., March 11, 2020 (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 financial results for the fourth quarter and full year ended December 31, 2019. Unity issued a press release providing pipeline and business updates on February 25, 2020.
Fourth Quarter and Full Year 2019 Financial Results
Cash, cash equivalents and investments totaled $125.0 million as of December 31, 2019 compared with $171.1 million as of December 31, 2018.
Operating loss for the twelve months ended December 31, 2019 was $89.7 million compared to $79.5 million for the twelve months ended December 31, 2018. Cash used in operations during the year ended 2019 was $72.4 million compared to $56.6 million for the year ended 2018. Total operating loss for the three months ended December 31, 2019 was $23.1 million compared to $22.8 million for the fourth quarter of 2018. Cash used in operations during the fourth quarter of 2019 was $15.7 million compared to $12.8 million for the fourth quarter of 2018.
Research and development expenses were $71.0 million for the year ended December 31, 2019 compared to $58.9 million for the year ended December 31, 2018. The increase of $12.1 million was primarily due to a net increase of $2.3 million for personnel-related expenses, which was partially offset by a decrease of $1.1 million related to non-cash stock compensation expense, $6.7 million for outside research and development activities and $3.1 million in lab and facilities-related costs. Research and development expenses were $18.2 million for the three months ended December 31, 2019 compared to $16.3 million for the three months ended December 31, 2018. The increase of $1.9 million was primarily due to $0.5 million for personnel-related expenses and $1.1 million for outside research and development activities.
General and administrative expenses were $20.0 million for the year ended December 31, 2019 compared to $16.0 million for the year ended December 31, 2018. The increase of $4.0 million was primarily due to an increase of $3.4 million for personnel-related expenses, of which $2.5 million was related to non-cash stock compensation expense, and $0.6 million in insurance-related expenses, partially offset by $0.5 million decrease in professional fees. General and administrative expenses were $4.9 million for the three months ended December 31, 2019 compared to $4.3 million for the three months ended December 31, 2018. The $0.6 million increase was primarily due to personnel-related costs, primarily attributable to non-cash stock-based compensation expense.
UNITY is developing therapeutics to extend healthspan with an initial focus on cellular senescence. UNITY believes that the accumulation of senescent cells is a fundamental mechanism of aging and a driver of many common age-related diseases. Cellular senescence is a natural biological state in which a cell permanently halts division. As senescent cells accumulate with age, they begin secreting inflammatory factors, proteases, fibrotic factors, and growth factors, that disturb the tissue micro-environment. This collection of secreted proteins is referred to as the Senescence Associated Secretory Phenotype, or SASP. UNITY is developing senolytic medicines to eliminate senescent cells and thereby stop the production of the SASP, which UNITY believes addresses a root cause of age-related diseases. By stopping the production of the SASP at it source, UNITY believes senolytic medicines could slow, halt, or reverse diseases such as osteoarthritis and age-related eye 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 statements related to the potential for UNITY to develop therapeutics to extend healthspan. These statements involve substantial known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. The forward-looking statements in this press release represent our views as of the date of this release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this release. 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 most recently filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 6, 2019, as well as other documents that may be filed by UNITY from time to time with the Securities and Exchange Commission.
Condensed Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Operating expenses: |
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Research and development |
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$ |
18,207 |
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$ |
16,331 |
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$ |
70,957 |
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$ |
58,907 |
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General and administrative |
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4,907 |
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4,328 |
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20,046 |
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16,016 |
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Change in fair value of contingent consideration |
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(24 |
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2,149 |
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(1,352 |
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4,542 |
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Total operating expenses |
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23,090 |
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22,808 |
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89,651 |
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79,465 |
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Loss from operations |
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(23,090 |
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(22,808 |
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(89,651 |
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(79,465 |
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Interest income, net |
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627 |
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1,066 |
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3,289 |
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3,312 |
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Other income (expense), net |
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4,436 |
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(175 |
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4,185 |
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(245 |
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Net loss |
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(18,027 |
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(21,917 |
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(82,177 |
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(76,398 |
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Other comprehensive loss |
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Unrealized gain (loss) on marketable securities, net of tax |
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(5 |
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24 |
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185 |
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9 |
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Comprehensive loss |
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$ |
(18,032 |
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$ |
(21,893 |
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$ |
(81,992 |
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$ |
(76,389 |
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Net loss per share, basic and diluted |
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$ |
(0.39 |
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$ |
(0.53 |
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$ |
(1.88 |
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$ |
(2.70 |
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Weighted-average number of shares used in computing net loss per share, basic and diluted |
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45,975,828 |
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41,221,223 |
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43,624,807 |
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28,269,907 |
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Condensed Balance Sheets
(In thousands)
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December 31, |
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December 31, |
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2019 |
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2018 |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
37,473 |
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$ |
15,399 |
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Short-term marketable securities |
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84,508 |
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155,736 |
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Strategic investments |
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5,507 |
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— |
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Prepaid expenses and other current assets |
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1,999 |
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1,830 |
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Total current assets |
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129,487 |
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172,965 |
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Property and equipment, net |
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16,636 |
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6,238 |
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Long-term marketable securities |
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3,025 |
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— |
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Restricted cash |
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1,446 |
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550 |
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Other long-term assets |
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627 |
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1,622 |
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Total assets |
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$ |
151,221 |
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$ |
181,375 |
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Liabilities, convertible preferred stock, and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
5,185 |
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$ |
4,847 |
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Accrued compensation |
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5,905 |
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3,791 |
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Accrued and other current liabilities |
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4,995 |
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4,990 |
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Settlement liability |
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— |
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2,059 |
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Contingent consideration liability |
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1,131 |
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895 |
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Total current liabilities |
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17,216 |
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16,582 |
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Deferred rent, net of current portion |
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13,298 |
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2,467 |
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Contingent consideration liability, net of current portion |
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— |
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1,588 |
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Other non-current liabilities |
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— |
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45 |
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Total liabilities |
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30,514 |
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20,682 |
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Stockholders' equity: |
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Common stock |
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5 |
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4 |
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Additional paid-in capital |
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366,695 |
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324,663 |
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Related party promissory notes for purchase of common stock |
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(210 |
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(201 |
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Employee promissory notes for purchase of common stock |
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(418 |
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(400 |
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Accumulated other comprehensive loss |
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90 |
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(95 |
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Accumulated deficit |
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(245,455 |
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(163,278 |
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Total stockholders' equity |
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120,707 |
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160,693 |
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Total liabilities, convertible preferred stock, and stockholders' equity |
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$ |
151,221 |
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$ |
181,375 |
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Endurance Advisors
Peter Rahmer
prahmer@enduranceadvisors.com
Media
Canale Communications
Jason Spark
jason@canalecomm.com