onct-10q_20210331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	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

Commission File Number 000-50549

Oncternal Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

62-1715807

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

12230 El Camino Real, Suite 300
San Diego, CA 92130
(858) 434-1113

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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, $0.001 par value

ONCT

The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

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 April 29, 2021, the registrant had 49,368,545 shares of common stock outstanding.

Oncternal Therapeutics, Inc.

FORM 10-Q

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

Signatures		30

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Oncternal Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

	March 31, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	111,211		$	116,737
Prepaid and other		1,873			1,266
Total current assets		113,084			118,003
Right-of-use asset		204			40
Other assets		769			766
Total assets	$	114,057		$	118,809
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,892		$	1,143
Accrued liabilities		2,773			3,042
Deferred grant revenue		885			1,633
Lease, current		173			40
Total current liabilities		5,723			5,858
Lease, net of current		31			—
Commitments and contingencies (Note 3)
Stockholders’ equity:
Preferred stock, $0.001 par value, authorized shares – 5,000; issued and outstanding shares – none		—			—
Common stock, $0.001 par value; authorized shares – 60,000; issued and outstanding shares – 49,366 and 48,802 at March 31, 2021 and December 31, 2020, respectively		49			49
Additional paid-in capital		196,999			195,699
Accumulated deficit		(88,745	)		(82,797	)
Total stockholders’ equity		108,303			112,951
Total liabilities and stockholders’ equity	$	114,057		$	118,809

See accompanying notes.

Oncternal Therapeutics, Inc.

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

	Three Months Ended March 31,
		2021				2020
Grant revenue	$		748		$		578
Operating expenses:
Research and development			3,913				2,696
General and administrative			2,794				2,633
Total operating expenses			6,707				5,329
Loss from operations			(5,959	)			(4,751	)
Interest income			11				13
Net loss	$		(5,948	)	$		(4,738	)
Net loss per share, basic and diluted	$		(0.12	)	$		(0.31	)
Weighted-average shares outstanding, basic and diluted			49,094				15,355

See accompanying notes.

Oncternal Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities
Net loss	$	(5,948	)	$	(4,738	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		838			399
Noncash lease expense		40			36
Changes in operating assets and liabilities:
Prepaid and other		(609	)		90
Accounts payable		749			336
Accrued liabilities		(267	)		455
Change in lease liability		(40	)		(36	)
Deferred grant revenue		(748	)		(578	)
Net cash used in operating activities		(5,985	)		(4,036	)
Cash flows from investing activities
Net cash provided by investing activities		—			—
Cash flows from financing activities
Proceeds from exercise of stock options		358			4
Proceeds from exercise of common stock warrants		101			—
Net cash provided by financing activities		459			4
Net decrease in cash and cash equivalents		(5,526	)		(4,032	)
Cash and cash equivalents at beginning of period		116,737			20,051
Cash and cash equivalents at end of period	$	111,211		$	16,019
Supplemental disclosure of non-cash investing and financing activities:
Cashless exercise of warrants	$	1,836		$	—
Payment of 2019 bonus awards with stock options in lieu of cash	$	—		$	415
Deferred financing costs included in accounts payable and accrued liabilities	$	—		$	179

See accompanying notes.

Oncternal Therapeutics, Inc.

Condensed Consolidate

SEC Form 10-Q filed by Oncternal Therapeutics, Inc.