nexi-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

______________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			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: 001-40045

______________________

NEXIMMUNE, INC.

(Exact Name of Registrant as Specified in its Charter)

______________________


Delaware		42-2518457
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

9119 Gaither Road
Gaithersburg,	MD	20877
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 825-9810

______________________

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, $0.0001 par value per share

NEXI

The Nasdaq Capital 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 x No o

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 x No o

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. o

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

As of August 1, 2023, the registrant had 26,078,451 shares of common stock, $0.0001 par value per share, outstanding.


			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I -	FINANCIAL INFORMATION		3
	Item 1.	Financial Statements	3
		Balance sheets (unaudited)	3
		Statements of Operations (unaudited)	4
		Statements of Comprehensive Loss (unaudited)	5
		Statements of Changes in Stockholders’ Equity (unaudited)	6
		Statements of Cash Flows (unaudited)	8
		Notes to Unaudited Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 4.	Controls and Procedures	28
PART II -	OTHER INFORMATION		30
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	31
SIGNATURES			32


	June 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,281,020	$	34,642,340
Restricted cash	55,000		55,000
Prepaid expenses and other current assets	2,163,990		2,671,411
Total current assets	18,500,010		37,368,751
Property and equipment, net	3,970,516		4,459,071
Operating lease right-of-use assets	703,217		967,032
Other non-current assets	300,205		264,970
Total assets	$	23,473,948	$	43,059,824
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	582,510	$	2,377,374
Accrued expenses	5,139,784		7,357,153
Operating lease liabilities, current	545,285		599,047
Total current liabilities	6,267,579		10,333,574
Operating lease liabilities, net of current portion	203,887		425,766
Total liabilities	6,471,466		10,759,340
Commitments and contingencies
Stockholders’ equity
Common Stock, $0.0001 par value, 250,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 26,078,451 shares issued and outstanding as of June 30, 2023 and December 31, 2022	2,608		2,608
Additional paid-in-capital	224,381,109		222,547,530
Accumulated deficit	(207,381,235)		(190,249,654)
Total stockholders’ equity	17,002,482		32,300,484
Total liabilities and stockholders’ equity	$	23,473,948	$	43,059,824


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating expenses:
Research and development	$	4,880,338	$	11,837,519	$	11,004,382	$	22,286,362
General and administrative	2,904,321		4,088,445		6,605,686		8,693,124
Total operating expenses	7,784,659		15,925,964		17,610,068		30,979,486
Loss from operations	(7,784,659)		(15,925,964)		(17,610,068)		(30,979,486)
Other income (expense):
Interest income	223,321		84,221		498,059		117,314
Other expense	(5,166)		(19,046)		(19,572)		(21,622)
Other income, net	218,155		65,175		478,487		95,692
Net loss	$	(7,566,504)	$	(15,860,789)	$	(17,131,581)	$	(30,883,794)
Basic and diluted per common share	$	(0.29)	$	(0.69)	$	(0.66)	$	(1.35)
Basic and diluted weighted-average number of common shares outstanding	26,078,451		22,871,369		26,078,451		22,854,311


	Stockholders’ Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income/ (Loss)		Total Stockholders' Equity
	Shares	Amount
Balance at April 1, 2023	26,078,451	$	2,608	$	223,389,976	$	(199,814,731)	$	—	$	23,577,853
Stock-based compensation	—	—		991,133		—		—		991,133
Net loss	—	—		—		(7,566,504)		—		(7,566,504)
Balance at June 30, 2023	26,078,451	$	2,608	$	224,381,109	$	(207,381,235)	$	—	$	17,002,482

Balance at April 1, 2022	22,841,794	$	2,284	$	213,177,933	$	(142,766,460)	$	(20,578)	$	70,393,179
Cashless exercise of stock options	51,757	5		(5)		—		—		—
Stock-based compensation	—	—		1,309,048		—		—		1,309,048
Change in unrealized gain available-for-sale securities	—	—		—		—		11,243		11,243
Net loss	—	—		—		(15,860,789)		—		(15,860,789)
Balance at June 30, 2022	22,893,551	$	2,289	$	214,486,976	$	(158,627,249)	$	(9,335)	$	55,852,681


	June 30, 2023		December 31, 2022		Recurring Fair Value Measurement
Cash and cash equivalents:
Cash	$	1,084,857	$	2,940,733
Money market funds	15,196,163		23,722,328		Level 1
Fixed income debt securities	—		7,979,279		Level 2
Total cash and cash equivalents	16,281,020		34,642,340
Restricted cash	55,000		55,000
Total cash, cash equivalents, and restricted cash	$	16,336,020	$	34,697,340


	June 30, 2023		December 31, 2022
Prepaid research and development expenses	$	581,951	$	1,176,491
Prepaid maintenance agreements	295,689		369,606
Prepaid insurance	814,199		403,653
Prepaid other	100,294		245,278
Interest receivable	66,931		74,467
Other current assets	304,926		401,916
Total prepaid expenses and other current assets	$	2,163,990	$	2,671,411


	June 30, 2023		December 31, 2022
Laboratory equipment	$	6,835,058	$	6,803,996
Computer equipment and software	529,605		516,974
Furniture and fixtures	47,877		47,877
Leasehold improvements	318,491		319,816
	7,731,031		7,688,663
Less accumulated depreciation and amortization	(3,760,515)		(3,229,592)
Total property and equipment, net	$	3,970,516	$	4,459,071


	June 30, 2023		December 31, 2022
Accrued research and development costs	$	2,309,757	$	3,210,794
Accrued salaries, benefits and related expenses	2,395,730		3,855,797
Accrued professional fees	406,550		267,383
Other accrued expenses	27,747		23,179
Total accrued expenses	$	5,139,784	$	7,357,153


	Accrued Restructuring Expenses						Accrued Restructuring Expenses
	December 31, 2022		Expenses		Less: Payments		June 30, 2023
Severance, benefits and related costs due to workforce reduction	$	382,389	$	146,772	$	(508,559)	$	20,602
Totals	$	382,389	$	146,772	$	(508,559)	$	20,602


Repriced Options	Terms of Repriced Options vested or vesting within six months following the Effective Date	Terms of Repriced Options vesting more than six months following the Effective Date
All options held by employees other than our executive officers, in good standing on the Effective Date	The Option Repricing exercise price will be equal to 2.5 times the Nasdaq Market Price, or $1.03.	The Option Repricing exercise price will be equal to the Nasdaq Market Price, or $0.41.
All options held by our current executive officers and 100,000 options held by Jerome Zeldis, our former Executive Vice President and Head of Research & Development	The Option Repricing exercise price will be equal to 3.0 times the Nasdaq Market Price, or $1.23.	The Option Repricing exercise price will be equal to 2.0 times the Nasdaq Market Price, or $0.82.
All options held by our directors	The Option Repricing exercise price will be equal to 4.0 times the Nasdaq Market Price, or $1.64.	The Option Repricing exercise price will be equal to 3.0 times the Nasdaq Market Price, $1.23.


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2023	3,965,502	$	7.38	8.0	$	—
Granted	851,290	0.41
Exercised	—	—
Cancelled	(653,592)	13.22
Forfeited	(201,415)	5.82
Outstanding as of June 30, 2023	3,961,785	$	1.09	7.9	$	—
Vested or expected to vest as of June 30, 2023	3,961,785	$	1.09	7.9	—
Exercisable as of June 30, 2023	2,122,604	$	1.52	6.8	—
Shares unvested as of June 30, 2023	1,839,181	$	0.59	9.1	$	—


	2023		2022
Expected volatility	90.2	%	78.6% to 81.3%
Risk-free interest rate	3.4	%	1.5% to 3.6%
Expected dividend yield	0	%	0	%
Expected term	6.1 years		5.5 to 6.1 years


	Number of restricted units	Weighted average grant date fair value
Unvested and outstanding at January 1, 2023	1,558,000	$	0.45
Granted	—	—
Vested	—	—
Forfeited	(32,500)	0.45
Unvested and outstanding as of June 30, 2023	1,525,500	$	0.45


Exhibit Number						Description

31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, has been formatted in Inline XBRL.


	Three Months Ended June 30,				Change
	2023		2022
	(in thousands)
Operating expenses:
Research and development	$	4,880	$	11,838	$	(6,957)
General and administrative	2,904		4,088		(1,184)
Total operating expenses	7,785		15,926		(8,141)
Loss from operations	(7,785)		(15,926)		8,141
Other income (expense):
Interest income	223		84		139
Other expense	(5)		(19)		14
Other income, net	218		65		153
Net loss	$	(7,567)	$	(15,861)	$	8,294


	NEXIMMUNE, INC.

Date: August 10, 2023	By:	/s/ Kristi Jones
		Kristi Jones
		President and Chief Executive Officer

Date: August 10, 2023	By:	/s/ John Trainer
		John Trainer
		Chief Financial Officer

SEC Form 10-Q filed by NexImmune Inc.