TYRA BIOSCIENCES, INC. The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year endedDecember 31, 2021 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Annual Report on Form 10-K for the year endedDecember 31, 2021 (the 2021 Annual Report). Forward-Looking Statements This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned preclinical studies and planned clinical trials for our product candidates, the timing and likelihood of regulatory filings and approvals for our product candidates, our ability to commercialize our product candidates, if approved, the impact on our business from the COVID-19 pandemic, geopolitical instability, inflation, rising interest rates or other factors and from resulting adverse effects on financial markets, the global economy, and the supply chain, plans and objectives of management for future operations and future results of anticipated product development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "contemplate," "continue" "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target" "will" or "would" or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions, including, without limitation, the risk factors described in Part II, Item 1A, "Risk Factors" of this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Overview
We are a precision oncology company focused on developing purpose-built therapies to overcome tumor resistance and improve outcomes for patients with cancer. We are using our proprietary SNÅP platform, which is optimized to enable rapid and precise refinement of structural design through iterative molecular SNÅPshots, in order to generate next-generation product candidates that are specifically designed to address acquired drug resistance and provide alternative treatment options. We are initially focused on developing a pipeline of selective inhibitors of the Fibroblast Growth Factor Receptor (FGFR) family members, which are altered in approximately 7% of all cancers. We are advancing multiple product candidates toward the clinic including our lead product candidate TYRA-300, an FGFR3 inhibitor with an initial focus on patients with metastatic urothelial carcinoma of the bladder and urinary tract. Our second product candidate, TYRA-200 is an FGFR1/2/3 inhibitor with potency against FGFR2 fusions, molecular brake mutations and gatekeeper resistance that TYRA is developing initially in intrahepatic cholangiocarcinoma. We submitted an Investigational New Drug application (IND) with theU.S. Food and Drug Administration (FDA) for TYRA-300 inJune 2022 and received clearance inJuly 2022 to proceed with our Phase 1/2 clinical trial of TYRA-300 (SURF301), a two-part study designed to determine the optimal and maximum tolerated doses (MTD) and the recommended Phase 2 dose (RP2D) of TYRA-300, as well as to evaluate the preliminary antitumor activity of TYRA-300. We anticipate submitting an IND with the FDA for TYRA-200 in the fourth quarter of 2022. In addition, we have pipeline development programs targeting FGFR3-related achondroplasia and other FGFR3-related skeletal dysplasias, FGFR4 driven cancers, and RET (REarranged during Transfection kinase) driven cancers. 15 -------------------------------------------------------------------------------- Since the commencement of our operations in 2018, we have devoted substantially all of our resources to organizing and staffing the company, business planning, raising capital, developing our proprietary SNÅP platform, undertaking research and development activities for our development programs, establishing our intellectual property portfolio, and providing general and administrative support for our operations. We have not generated any revenue to date and have funded our operations primarily from our initial public offering (IPO), private placements of our convertible preferred stock, and the issuance of Simple Agreements for Future Equity. Our net losses for the nine months endedSeptember 30, 2022 and 2021 were$42.4 million and$16.4 million , respectively. As ofSeptember 30, 2022 , we had an accumulated deficit of$82.8 million . As ofSeptember 30, 2022 , we had cash and cash equivalents of$263.2 million . We have incurred significant operating losses since inception. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical development activities, other research and development activities and capital expenditures. We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future particularly if and as we conduct preclinical studies and planned clinical trials, continue our research and development activities, utilize third parties to manufacture our product candidates and related raw materials, hire additional personnel, expand and protect our intellectual property, and incur additional costs associated with being a public company. Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditures through at least 2024. We have never generated any revenue and do not expect to generate any revenues from product sales unless and until we successfully complete development of and obtain regulatory approval for our product candidates, which will not be for several years, if ever. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may not be able to raise additional funds or enter into such other arrangements when needed or on favorable terms, or at all. If we are unable to raise additional capital or enter into such arrangements when needed, we could be forced to delay, limit, reduce or terminate our research and development programs or future commercialization efforts, or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves. The global COVID-19 pandemic continues to evolve, and we will continue to monitor the COVID-19 situation closely. The extent of the impact of the COVID-19 pandemic on our business, operations and development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the pandemic and its impact on our development activities, contract research organizations (CROs), third-party manufacturers and other third parties with whom we do business, as well as its impact on regulatory authorities and our key scientific and management personnel.
Components of Results of Operations
Operating Expenses
Research and Development Expenses
To date, our research and development expenses consist primarily of external and internal costs related to the development of our SNÅP platform and our product candidates and development programs. Our research and development expenses primarily include: • external costs, including: • expenses incurred in connection with conducting clinical trials, including investigator grants and site payments for time and pass-through expenses and expenses incurred under agreements with CROs, central laboratories and other vendors and service providers engaged to conduct our trials;
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expenses incurred in connection with the discovery and preclinical development of our product candidates, including under agreements with third parties, such as consultants and CROs;
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costs associated with consultants for chemistry, manufacturing and controls, or CMC development, and other services; and
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the cost of manufacturing compounds for use in our preclinical studies, including under agreements with third parties, such as consultants and third-party manufacturers; and
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--------------------------------------------------------------------------------• internal costs, including: •
employee-related expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development functions;
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the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study materials; and
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facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, and supplies.
We expense research and development expenses in the periods in which they are incurred. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers or our estimate of the level of service that has been performed at each reporting date. We track external expenses on a development program and other program specific basis. However, we do not track internal costs on a program specific basis because these costs primarily relate to compensation, early research and consumable costs, which are deployed across multiple programs under development. Research and development activities are central to our business model. There are numerous factors associated with the successful development of any of our product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of development generally have higher development costs than those in earlier stages of development. As a result, we expect that our research and development expenses will increase substantially over the next several years as we advance our product candidates through preclinical studies into and through clinical trials, continue to discover and develop additional product candidates and expand our pipeline, maintain, expand, protect and enforce our intellectual property portfolio, and hire additional personnel.
Our future research and development expenses may vary significantly based on a wide variety of factors such as:
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the number and scope, rate of progress, expense and results of our discovery and preclinical development activities and clinical trials;
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the number of trials required for approval;
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the number of sites included in the trials;
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the countries in which the trials are conducted;
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the length of time required to enroll eligible patients;
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the number of patients that participate in the trials;
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the number of doses that patients receive;
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the drop-out or discontinuation rates of patients;
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potential additional safety monitoring requested by regulatory agencies;
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the duration of patient participation in the trials and follow-up;
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the phase of development of the product candidate;
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the efficacy and safety profile of the product candidate;
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the timing, receipt, and terms of any approvals from applicable regulatory
authorities including the FDA and non-
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maintaining a continued acceptable safety profile of our product candidates following approval, if any;
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the cost and timing of manufacturing our product candidates;
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significant and changing government regulation and regulatory guidance;
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the impact of any business interruptions to our operations or to those of the third parties with whom we work, particularly in light of the COVID-19 pandemic environment;
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geopolitical instability, such as the military conflict in the
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adverse effects on the financial markets, the global economy, the supply chain and our expenses due to the COVID-19 pandemic, geopolitical instability, inflation, rising interest rates and other factors; and
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the extent to which we establish additional strategic collaborations or other arrangements.
A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate.
The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our product candidates or any future candidates may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our product candidates or any future candidates.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related expenses, including employee salaries, bonuses, benefits, and stock-based compensation charges, for personnel in executive and administrative functions. Other significant general and administrative expenses include legal fees relating to intellectual property and corporate matters, professional fees for accounting, tax and consulting services and insurance costs. We expect our general and administrative expenses will increase for the foreseeable future to support our increased research and development activities, manufacturing activities, and the increased costs associated with operating as a public company. These increased costs will likely include increased expenses related to hiring of additional personnel, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing andSEC , requirements, director and officer insurance costs, and investor and public relations costs.
Results of Operations
Comparison of the Three Months Ended
The following table summarizes our results of operations for the periods
indicated (in thousands):
Three Months Ended September 30,
2022 2021 Change
Operating expenses:
Research and development $ 10,915 $ 5,484 $ 5,431
General and administrative 2,730 1,154 1,576
Total operating expenses 13,645 6,638 7,007
Loss from operations (13,645 ) (6,638 ) (7,007 )
Other income (expense):
Interest income 1,131 2 1,129
Other income (expense) 5 (7 ) 12
Total other income (expense) 1,136 (5 ) 1,141
Net loss and comprehensive loss $ (12,509 )
$ (5,866 ) 18
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Research and Development Expenses
Research and development expenses were$10.9 million and$5.5 million for the three months endedSeptember 30, 2022 and 2021, respectively. The increase of$5.4 million was primarily due to additional spend to support the advancement of TYRA-300, TYRA-200 and our SNÅP platform, including$1.3 million of higher personnel-related costs, which included$0.4 million of non-cash stock-based compensation costs. The following table summarizes our research and development expenses by development program for the three months endedSeptember 30, 2022 and 2021 (in thousands): Three Months EndedSeptember 30, 2022 2021
External research and development expense by
program TYRA-300 $ 2,844 $ 1,786 TYRA-200 1,770 601 FGFR3 ACH 816 95 RET 966 984 FGFR4 463 558 Other development programs 831 16 Unallocated research and development expense Other research and development 923 411 Personnel-related expenses 1,651 823 Stock-based compensation 651 210 Total research and development expense $ 10,915 $ 5,484
General and Administrative Expenses
General and administrative expenses were$2.7 million and$1.2 million for the three months endedSeptember 30, 2022 and 2021, respectively. The increase of$1.5 million was primarily due to increases of$0.5 million in personnel-related expenses, including$0.1 million in non-cash stock-based compensation costs,$0.6 million in other operating expenses and$0.4 million in professional services related to legal, accounting, and other consulting fees.
Comparison of the Nine Months Ended
The following table summarizes our results of operations for the periods
indicated (in thousands):
Nine Months Ended September 30,
2022 2021 Change
Operating expenses:
Research and development $ 32,608 $ 13,386 $ 19,222
General and administrative 11,301 2,970 8,331
Total operating expenses 43,909 16,356 27,553
Loss from operations (43,909 ) (16,356 ) (27,553 )
Other income (expense):
Interest income 1,496 8 1,488
Other income (expense) (17 ) (16 ) (1 )
Total other income (expense) 1,479 (8 ) 1,487
Net loss and comprehensive loss
$ (26,066 ) 19
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Research and Development Expenses
Research and development expenses were$32.6 million and$13.4 million for the nine months endedSeptember 30, 2022 and 2021, respectively. The increase of$19.2 million was primarily due to additional spend to support the advancement of TYRA-300, TYRA-200 and our SNÅP platform, including$5.9 million of higher personnel-related costs, which included$3.3 million of non-cash stock-based compensation costs. The following table summarizes our research and development expenses by development program for the nine months endedSeptember 30, 2022 and 2021 (in thousands): Nine Months EndedSeptember 30, 2022 2021
External research and development expense by
program TYRA-300 $ 8,195 $ 4,604 TYRA-200 4,634 1,991 FGFR3 ACH 2,208 95 RET 3,555 1,801 FGFR4 1,547 914 Other development programs 1,302 23 Unallocated research and development expense Other research and development 2,218 931 Personnel-related expenses 5,217 2,585 Stock-based compensation 3,732 442
Total research and development expense
13,386
General and Administrative Expenses
General and administrative expenses were$11.3 million and$3.0 million for the nine months endedSeptember 30, 2022 and 2021, respectively. The increase of$8.3 million was primarily due to increases of$5.0 million in personnel-related expenses, including$0.7 million in non-cash stock-based compensation costs,$1.4 million in professional services related to legal, accounting, and other consulting fees and$1.9 million in other operating expenses.
Liquidity and Capital Resources
Sources of Liquidity
On
Our primary uses of cash to date have been to fund our research and development activities, including with respect to TYRA-300 and TYRA-200 and other research programs, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.
Cash Flows
The following table sets forth a summary of our cash flows for the periods
indicated (in thousands):
Nine Months Ended September 30,
2022 2021
Net cash used in operating activities
(14,717 ) Net cash used in investing activities (538 ) (540 ) Net cash provided by financing activities 629
312,856
Net cash (decrease) increase for the period
297,599
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Operating Activities
Net cash used in operating activities for the nine months endedSeptember 30, 2022 was$38.3 million , consisting primarily of our net loss of$42.4 million and net changes in operating assets and liabilities of$3.8 million , adjusted for$7.9 million of non-cash charges related to stock-based compensation expense and depreciation and amortization. Net cash used in operating activities for the nine months endedSeptember 30, 2021 was$14.7 million , consisting primarily of our net loss of$16.4 million , adjusted for$1.1 million of non-cash charges and$0.6 million for net changes in operating assets and liabilities. Non-cash charges consisted primarily of stock-based compensation expense and depreciation and amortization.
Investing Activities
Net cash used in investing activities for the nine months endedSeptember 30, 2022 and 2021 was$0.5 million and$0.5 million , respectively, consisting of purchases of property and equipment.
Financing Activities
Net cash provided by financing activities was$0.6 million for the nine months endedSeptember 30, 2022 , due to proceeds received from the issuance of common stock under benefit plans. Net cash provided by financing activities was$312.9 million for the nine months endedSeptember 30, 2021 , primarily due to net proceeds of$182.7 million from our IPO, in addition to net proceeds of$23.5 million from the second closing of our Series A convertible preferred stock,$106.1 million in net proceeds from the issuance of our Series B convertible preferred stock, and$0.6 million from the issuance of common stock under benefit plans.
Future Funding Requirements
Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to meet our anticipated operating expenses and capital expenditures through at least 2024. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting preclinical studies and testing product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain.
Our future capital requirements will depend on many factors, including:
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the initiation, type, number, scope, results, costs and timing of, our ongoing and planned preclinical studies and clinical trials of existing product candidates or clinical trials of other potential product candidates we may choose to pursue in the future, including based on feedback received from regulatory authorities;
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the costs and timing of manufacturing for current or future product candidates, including commercial scale manufacturing if any product candidate is approved;
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the costs, timing and outcome of regulatory review of current or future product candidates;
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the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;
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our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;
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the costs associated with hiring additional personnel and consultants as our business grows, including additional executive officers and clinical development personnel;
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the costs and timing of establishing or securing sales and marketing capabilities if any current or future product candidate is approved;
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our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;
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costs associated with any products or technologies that we may in-license or acquire; and
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delays or issues with any of the above, including the risk of each of which may be exacerbated by the ongoing COVID-19 pandemic, potential geopolitical instability, inflation or rising interest rates.
Until such time, if ever, as we can generate substantial product revenues to support our cost structure, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves. OnOctober 3, 2022 , we entered into an ATM Sales Agreement (the Sales Agreement) withVirtu Americas LLC (the Agent), under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to$150.0 million in "at the market" offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. We are not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that we will sell any shares of common stock under the Sales Agreement, or, if we do, as to the price or amount of shares of common stock that we may sell or the dates when such sales will take place.
Contractual Obligations and Commitments
Other than disclosed below, there were no material changes outside the ordinary course of our business during the nine months endedSeptember 30, 2022 to the information regarding our contractual obligations that was disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the 2021 Annual Report. InMarch 2022 , we entered into the Expansion Lease for additional office and laboratory space. The Expansion Lease is expected to commence in the second half of 2023 and projected lease payments over the life of the lease are expected to be$5.5 million with a lease expiration of 120 months after the commencement of the Expansion Lease. These obligations are further described in Note 10 to our audited financial statements and Note 9 to our unaudited interim financial statements. The following table summarizes our contractual obligations and commitments as ofSeptember 30, 2022 , including the executed but not yet commenced, Expansion Lease (in thousands): Payments Due by Period Remainder of Total 2022 2023-2024 2025-2026 Thereafter Operating lease obligations$ 9,133 $ 73$ 1,326
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates during the three and nine months endedSeptember 30, 2022 , as compared to the critical accounting policies and estimates disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the 2021 Annual Report.
Recently Adopted Accounting Pronouncements
See Note 2 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements that may potentially impact our financial position and results of operations.
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