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10-Q

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 March 31, 2023

☐ 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: 001-38470

Unity Biotechnology, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	26-4726035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

285 East Grand Ave. South San Francisco, CA	94080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 416-1192

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	UBX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2023, the registrant had 14,365,038 shares of common stock outstanding.

UNITY BIOTECHNOLOGY, INC.

QUARTERLY REPORT ON FORM 10-Q

Table of Contents


PART I. FINANCIAL INFORMATION

Item 1	Condensed Financial Statements	2
	Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	2
	Condensed Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022 (unaudited)	3
	Condensed Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4	Controls and Procedures	30

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	31
Item 1A	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3	Default Upon Senior Securities	76
Item 4	Mine Safety Disclosures	76
Item 5	Other Information	76
Item 6	Exhibits	78
Signatures		80

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Unity Biotechnology, Inc.

Condensed Balance Sheets

(In thousands, except for share amounts and par value)


	March 31, 2023			December 31, 2022(1)
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	22,972		$	12,736
Short-term marketable securities		60,420			82,059
Prepaid expenses and other current assets		2,989			1,740
Total current assets		86,381			96,535
Property and equipment, net		7,496			7,825
Operating lease right-of-use assets		18,557			19,042
Long-term deposits		896			—
Long-term restricted cash		896			896
Other long-term assets		29			52
Total assets	$	114,255		$	124,350
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,470		$	1,790
Accrued compensation		1,983			3,020
Accrued and other current liabilities		5,343			5,334
Current portion of long-term debt		13,062			9,476
Total current liabilities		21,858			19,620
Operating lease liability, net of current portion		26,150			26,991
Long-term debt, net		7,619			10,891
Total liabilities		55,627			57,502
Commitments and contingencies (Note 7)
Stockholders’ equity:
Convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 14,359,214 and 14,215,302 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively(2)		1			1
Additional paid-in capital		529,593			527,049
Accumulated other comprehensive loss		(150	)		(251	)
Accumulated deficit		(470,816	)		(459,951	)
Total stockholders’ equity		58,628			66,848
Total liabilities and stockholders’ equity	$	114,255		$	124,350

(1) The balance sheet as of December 31, 2022 is derived from the audited financial statements as of that date.

(2) The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been restated to reflect the reverse stock split on a retroactive basis in all periods presented.

See accompanying notes to the condensed financial statements.

Unity Biotechnology, Inc.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2023			2022
Operating expenses:
Research and development	$	5,835		$	12,461
General and administrative		4,818			5,806
Total operating expenses		10,653			18,267
Loss from operations		(10,653	)		(18,267	)
Interest income		855			29
Interest expense		(1,002	)		(808	)
Other income (expense), net		(65	)		131
Net loss		(10,865	)		(18,915	)
Other comprehensive (loss) gain
Unrealized gain (loss) on marketable debt securities		101			(132	)
Comprehensive loss	$	(10,764	)	$	(19,047	)
Net loss per share, basic and diluted	$	(0.76	)	$	(2.80	)
Weighted-average number of shares used in computing net loss per share, basic and diluted(1)		14,312,887			6,752,855

(1) The Company effected a reverse stock split of its outstanding shares of common stock on October 19, 2022 where every ten shares of its common stock issued and outstanding was converted into one share of common stock. Any fractional post-split shares as a result of the reverse split were rounded down to the nearest whole post-split share. Shareholders of the Company previously authorized the Board of Directors to approve a reverse stock split at the annual meeting on October 18, 2022. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been restated to reflect the reverse stock split on a retroactive basis in all periods presented.

See accompanying notes to the condensed financial statements.

Unity Biotechnology, Inc.

Condensed Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balances at December 31, 2022		14,215,302	$	1	$	527,049	$	(251	)	$	(459,951	)	$	66,848
Issuance of common stock, net of issuance costs, under at-the-market (“ATM”) offering program		106,781		—		274		—			—			274
Vesting of restricted stock units		37,131		—		—		—			—			—
Stock-based compensation		—		—		2,270		—			—			2,270
Unrealized gain on available-for-sale marketable securities		—		—		—		101			—			101
Net loss		—		—		—		—			(10,865	)		(10,865	)
Balances at March 31, 2023		14,359,214	$	1	$	529,593	$	(150	)	$	(470,816	)	$	58,628


	Common Stock(1)				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balances at December 31, 2021		6,299,158	$	1	$	459,636	$	(44	)	$	(400,024	)	$	59,569
Issuance of common stock, net of issuance costs, under at-the-market (“ATM”) offering program		232,500		—		3,420		—			—			3,420
Issuance of common stock to Lincoln Park Capital Fund		90,000		—		910		—			—			910
Issuance of common stock to Hercules Capital		262,761		—		3,179		—			—			3,179
Vesting of restricted stock units		30,358		—		—		—			—			—
Stock-based compensation		—		—		2,660		—			—			2,660
Unrealized loss on available-for-sale marketable securities		—		—		—		(132	)		—			(132	)
Net loss		—		—		—		—			(18,915	)		(18,915	)
Balances at March 31, 2022		6,914,777	$	1	$	469,805	$	(176	)	$	(418,939	)	$	50,691

See accompanying notes to the condensed financial statements.

Unity Biotechnology, Inc.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2023			2022
Operating activities
Net loss	$	(10,865	)	$	(18,915	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		329			627
Amortization of debt issuance costs		314			322
Debt extinguishment gain upon conversion to equity		—			(199	)
Net accretion and amortization of premium and discounts on marketable securities		(433	)		131
Stock-based compensation		2,270			2,660
Non-cash rent expense		(270	)		(626	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,249	)		110
Other long-term assets		23			14
Accounts payable		(320	)		1,345
Accrued compensation		(1,037	)		(1,191	)
Accrued liabilities and other current liabilities		(78	)		774
Other long-term liabilities		—			(24	)
Net cash used in operating activities		(11,316	)		(14,972	)
Investing activities
Purchase of marketable securities		(5,973	)		(17,067	)
Maturities of marketable securities		27,251			11,250
Net cash provided by (used in) investing activities		21,278			(5,817	)
Financing activities
Proceeds from issuance of common stock under ATM offering program, net of issuance costs		274			3,420
Proceeds from issuance of common stock to Lincoln Park Capital Fund, net of issuance costs		—			910
Net cash provided by financing activities		274			4,330
Net increase (decrease) in cash, cash equivalents and restricted cash		10,236			(16,459	)
Cash, cash equivalents and restricted cash at beginning of the period		13,632			34,351
Cash, cash equivalents and restricted cash at end of the period	$	23,868		$	17,892
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	680		$	518
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of common stock in payment of debt	$	—		$	3,178

Cash and cash equivalents	$	22,972		$	16,446
Restricted cash		896			1,446
Total cash, cash equivalents and restricted cash	$	23,868		$	17,892

See accompanying notes to the condensed financial statements.

Unity Biotechnology, Inc.

Notes to Condensed Financial Statements

(Unaudited)

1. Organization

Description of Business

Unity Biotechnology, Inc. (the “Company”) is a biotechnology company engaged in the research and development of therapeutics to slow, halt, or reverse diseases of aging. The Company devotes substantially all of its time and efforts to performing research and development and raising capital. The Company’s headquarters are located in South San Francisco, California. The Company was incorporated in the State of Delaware in 2009.

Liquidity

The Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had an accumulated deficit of $470.8 million and $460.0 million as of March 31, 2023 and December 31, 2022, respectively. The Company had net losses of $10.9 million and $18.9 million for the three months ended March 31, 2023 and 2022, respectively, and net cash used in operating activities of $11.3 million and $15.0 million for the three months ended March 31, 2023 and 2022, respectively. To date, none of the Company’s drug product candidates have been approved for sale, and therefore, the Company has not generated any product revenue and does not expect positive cash flows from operations in the foreseeable future. The Company has financed its operations primarily through private placements of preferred stock and promissory notes, public equity issuances and more recently, from its ATM Offering Programs (as defined in Note 9), the Term Loan Facility (as defined in Note 8), an Equity Purchase Agreement (as defined in Note 9), and the sale of common stock and warrants under a Follow-On Offering (as defined in Note 9) and will continue to be dependent upon equity and/or debt financing until the Company is able to generate positive cash flows from its operations.

The Company had cash, cash equivalents, and marketable securities of $83.4 million as of March 31, 2023. The Company anticipates operating losses and negative operating cash flows to continue for the foreseeable future. These conditions raised substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued prior to the implementation of the Company's revised operating plan. To alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, it needs to raise additional capital to complete pivotal trials and advance our programs. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing. In addition, management has implemented a reduction in expenditures including a 29% reduction in force and reduced clinical program spend. The implementation of management’s plan to reduce expenditures has alleviated the substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these Financial Statements are issued. The future viability of the Company is dependent on its ability raise additional capital to finance its operations. If sufficient funds on acceptable terms are not available when needed, the Company could be further required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. Failure to manage discretionary spending or raise additional financing, as needed, may adversely impact the Company’s ability to achieve its intended business objectives.

2. Summary of Significant Accounting Policies

Basis of Presentation

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be

read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC.

The Company effected a reverse stock split on October 19, 2022 of its outstanding shares of common stock at a ratio of 1-for-10 pursuant to a Certificate of Amendment to the Company's Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The reverse stock split was reflected on the Nasdaq Global Select Market beginning with the opening of trading on October 20, 2022. The reverse stock split did not change the par value of the Company's common stock or the authorized number of shares of the Company's common stock. All share amounts and per share amounts disclosed in this Quarterly Report on Form 10-Q have been restated to reflect the reverse stock split on a retroactive basis in all periods presented.

Unaudited Condensed Financial Statements

The accompanying financial information for the three months ended March 31, 2023 and 2022 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023 and 2022. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods.

Use of Estimates

The condensed financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the amounts and disclosures reported in the condensed financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s condensed balance sheets and the amount of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, the fair value of right-of-use assets and lease liabilities, and stock-based compensation. Actual results could differ from such estimates or assumptions.

Segments

The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as clarified in subsequent amendments. ASU 2016-13 changes the impairment model for certain financial instruments. The new model is a forward-looking expected loss model and will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as trade receivables. For available-for-sale debt securities with unrealized losses, credit losses will be measured in a manner similar to today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. In October 2019, the FASB voted to delay the effective date of this standard. Topic 326 will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. We adopted ASU 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In November 2021, the FASB issued ASU 2021-10, Government Assistance, or Topic 832, which requires enhanced disclosures of transactions with governments that are accounted for by applying a grant or contribution model. The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions associated with the transaction and financial statement line items affected by the transaction. The Company adopted the standard for the annual period beginning January 1, 2023. The employee retention credit received under the CARES Act qualifies as a government assistance program under Topic 832 and resulted in enhanced required disclosures, as described in Note 6.

3. Fair Value Measurements

The Company determines the fair value of financial and non-financial assets and liabilities based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:

•

Level 1: Quoted prices in active markets for identical instruments

•

Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments)

•

Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments)

The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities approximate the related fair values due to the short maturities of these instruments. As the long-term debt is subject to variable interest rates that are based on market rates which are regularly reset, considering level 2 inputs, the Company believes the carrying value of the long-term debt approximates its fair value.

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands):


	March 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	18,910	$	18,910	$	—	$	—
Long-term certificates of deposits		896		—		896		—
Total cash equivalents		19,806		18,910		896		—
Short-term marketable securities:
U.S. and foreign commercial paper		—		—		—		—
U.S. and foreign corporate debt securities		—		—		—		—
U.S. treasuries		8,728		—		8,728		—
U.S. government debt securities		51,692		—		51,692		—
Total short-term marketable securities		60,420		—		60,420		—
Total assets subject to fair value measurements on a recurring basis	$	80,226	$	18,910	$	61,316	$	—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	5,083	$	5,083	$	—	$	—
Total cash equivalents		5,083		5,083		—		—
Short-term marketable securities:
U.S. treasuries		30,758		—		30,758		—
U.S. government debt securities		51,301		—		51,301		—
Total short-term marketable securities		82,059		—		82,059		—
Total assets subject to fair value measurements on a recurring basis	$	87,142	$	5,083	$	82,059	$	—

The Company estimates the fair value of its money market funds, certificates of deposits, U.S. and foreign commercial paper, U.S. and foreign corporate debt securities, U.S. treasuries, and U.S. government debt securities by taking into

consideration valuations obtained from third-party pricing services. Based upon the Company's intent and ability to hold its certificates of deposit to maturity, such securities have been classified as held-to-maturity and are carried at amortized cost, which approximates market value. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. See Note 4, “Marketable Securities,” for further information regarding the carrying value of the Company's financial instruments.

4. Marketable Securities

Marketable securities, which are classified as available-for-sale, consisted of the following as of March 31, 2023, (in thousands):

Amortized
Cost Basis

Unrealized
Gains

Unrealized 
Losses

Fair
Value

Cash equivalents: