ngm-20210331

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, 2021


☐			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: 001-38853

NGM BIOPHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			26-1679911
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
333 Oyster Point Boulevard South San Francisco, CA			94080
(Address of principal executive offices)			(Zip Code)

(650) 243-5555

(Registrant’s telephone number, including area code)

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


Title of Each Class of Securities Registered	Trading Symbol	Name of Each Exchange on which Securities are Registered
Common Stock, par value $0.001 per share	NGM	The Nasdaq Stock Market LLC

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, 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 3, 2021, the registrant had 77,018,206 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2021 (Unaudi ted) and December 31, 20 20 (Audited)	1
	Condensed Consolidated Statements of Operations for the three months ended M arch 3 1 , 202 1 and 20 20 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 3 1 , 202 1 and 20 20 (Unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 1 and 2020 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 1 and 20 20 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	75
Signatures		76

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)


	March 31, 2021		December 31, 2020*
Assets
Current assets:
Cash and cash equivalents	$	148,113	$	147,017
Short-term marketable securities	264,543		148,139
Related party receivable from collaboration	325		333
Related party contract asset	4,600		6,100
Prepaid expenses and other current assets	8,268		6,837
Total current assets	425,849		308,426
Property and equipment, net	13,733		14,526
Restricted cash	1,499		1,499
Other non-current assets	4,460		4,592
Total assets	$	445,541	$	329,043
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	7,535	$	9,663
Accrued liabilities	29,763		29,945
Deferred rent, current	3,011		2,975

Total current liabilities	40,309		42,583
Deferred rent, non-current	5,655		6,417


Total liabilities	45,964		49,000
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2021 and December 31, 2020, respectively	—		—
Common stock, $0.001 par value; 400,000,000 shares authorized; 76,913,578 and 70,585,364 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	77		71
Additional paid-in capital	725,693		578,599
Accumulated other comprehensive income (loss)	(18)		4
Accumulated deficit	(326,175)		(298,631)
Total stockholders' equity	399,577		280,043
Total liabilities and stockholders' equity	$	445,541	$	329,043

See accompanying notes to unaudited condensed consolidated financial statements.

*The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited financial statements as of that date.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Related party revenue	$	21,575	$	24,364
Operating expenses:
Research and development	40,699		38,439
General and administrative	8,721		6,595
Total operating expenses	49,420		45,034
Loss from operations	(27,845)		(20,670)
Interest income, net	114		1,175
Other income, net	187		380
Net loss	$	(27,544)	$	(19,115)
Net loss per share, basic and diluted	$	(0.36)	$	(0.28)
Weighted average shares used to compute net loss per share, basic and diluted	76,034,145		67,396,229

See accompanying notes to unaudited condensed consolidated financial statements.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Net loss	$	(27,544)	$	(19,115)
Other comprehensive loss, net of tax:
Net unrealized loss on available-for-sale marketable securities	(22)		(80)
Total comprehensive loss	$	(27,566)	$	(19,195)

See accompanying notes to unaudited condensed consolidated financial statements.

NGM BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

Common Stock

Additional
Paid-In Capital

Other
Comprehensive Income (Loss)

Accumulated Deficit

Total
Stockholders' Equity

Amount

Balance at December 31, 2020

70,583

SEC Form 10-Q filed by NGM Biopharmaceuticals, Inc.