8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 11, 2022

_______________________________

Atreca, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-38935	27-3723255
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

835 Industrial Rd., Suite 400

San Carlos, California 94070

(Address of Principal Executive Offices) (Zip Code)

(650) 595-2595

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BCEL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2022, Atreca, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2022 and recent corporate developments. A copy of such press release is furnished hereto as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as expressly set forth by reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release titled “Atreca Reports First Quarter 2022 Financial Results and Recent Corporate Developments,” dated May 11, 2022, furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Atreca, Inc.
Date: May 11, 2022	By:	/s/ Herbert Cross
		Herbert Cross
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Atreca Reports First Quarter 2022 Financial Results and Recent Corporate Developments

SAN CARLOS, Calif., May 11, 2022 (GLOBE NEWSWIRE) -- Atreca, Inc. (Atreca) (NASDAQ: BCEL), a clinical-stage biotechnology company focused on developing novel therapeutics generated through a unique discovery platform based on interrogation of the active human immune response, today announced financial results for the first quarter ended March 31, 2022 and provided an overview of recent developments.

"Atreca has had an exciting start to 2022, with multiple key clinical and preclinical milestones achieved,” said John Orwin, Chief Executive Officer of Atreca. “In additional to the clinical data update in March where we reported the first objective responses observed in patients treated with both ATRC-101 monotherapy and pembrolizumab combination therapy, we also provided several updates on our preclinical pipeline at our R&D Day in April, highlighted by the announcement of ATRC-301, an antibody-drug conjugate (ADC) of an Atreca-discovered antibody targeting EphA2, as our next clinical candidate. We look forward to reporting additional data later this year from both the ongoing ATRC-101 Phase 1b clinical trial and the IND-enabling toxicology studies for ATRC-301.”

Recent Developments and Highlights

• Atreca hosted its first R&D Day in April, focused on the Company’s preclinical pipeline, and provided several updates:
  • ATRC-301, an ADC that selectively targets a novel, membrane-proximal epitope on erythropoietin-producing hepatocellular receptor A2 (EphA2), was declared as Atreca’s next clinical candidate. EphA2 is a validated and potentially high value target that is widely expressed across several types of cancer, and ATRC-301 has demonstrated potent, dose-dependent in vivo tumor regression in mice with no significant toxicity signals yet observed in murine models. Atreca has initiated IND-enabling studies, including a non-human primate toxicology study which is expected to read out in 2H22, and anticipates submitting an IND application for ATRC-301 in 2H23.
  • Atreca announced a licensing agreement with Zymeworks Inc. (Zymeworks) to utilize their ZymeLink™ technology to develop novel ADCs. As part of the licensing agreement with Zymeworks, Atreca’s novel antibodies will be conjugated using ZymeLink™, Zymeworks’ suite of proprietary cytotoxins, linkers, and conjugation technologies. The agreement includes a two-year research term, with an option for a third year for Atreca, to evaluate antibodies as ADCs using ZymeLink™, during which period Atreca can acquire up to three commercial licenses to develop three unique ADC programs.
  • Atreca announced multiple additional lead-stage programs in oncology, including ADC leads APN-497444 and APN–959038, CD3-engager lead APN-346958, and IL-15 superagonist (SA) conjugate lead APN-541885. Each program is based on an antibody identified via Atreca’s discovery platform from an active human immune response antibody, and upon further evaluation displayed strong and tumor-selective immunoreactivity against targets present on multiple tumor types across groups of patient samples. In their weaponized formats, each lead has demonstrated anti-tumor activity in in vivo preclinical studies. The targets bound by the antibodies vary in class and include both novel epitopes of known cancer targets as well as entirely novel target antigens in oncology.

• To date, 55 total participants have been enrolled in the monotherapy and pembrolizumab-combination cohorts of the Phase 1b trial of ATRC-101, and participant selection based on target expression is expected to commence in 2Q22. Atreca anticipates reporting additional monotherapy and combination data in 2H22.
  

First Quarter 2022 Financial Results

• As of March 31, 2022, cash and cash equivalents and investments totaled $125.8 million.
• Research and development expenses for the quarter ended March 31, 2022, were $17.1 million, including non-cash share-based compensation expense of $2.1 million.
• General and administrative expenses for the three months ended March 31, 2022, were $8.6 million, including non-cash share-based compensation expense of $2.3 million.
• Atreca reported a net loss of $24.9 million, or basic and diluted net loss per share attributable to common stockholders of $0.65, for the three months ended March 31, 2022.

About Atreca, Inc.

Atreca is a biopharmaceutical company developing novel antibody-based immunotherapeutics generated by its differentiated discovery platform. Atreca's platform allows access to an unexplored landscape in oncology through the identification of unique antibody-target pairs generated by the human immune system during an active immune response against tumors. These antibodies provide the basis for first-in-class therapeutic candidates, such as our lead product candidate ATRC-101, a monoclonal antibody targeting a novel RNP complex, and ATRC-301, an ADC targeting a novel epitope on EphA2. A Phase 1b study evaluating ATRC-101 in multiple solid tumor cancers is currently enrolling patients, and ATRC-301 is in IND-enabling studies. For more information on Atreca, please visit www.atreca.com.

Forward-Looking Statements

This release contains forward-looking statements regarding our strategy and future plans, including statements regarding the development of ATRC-301 and our preclinical and clinical plans, specifically, plans to present results of IND-enabling studies for ATRC-301 in the second half of 2022 and our ability to submit an IND application for ATRC-301 in the second half of 2023, including the timing thereof, data read-outs and the timing thereof, including data from our ATRC-101 Phase 1b clinical trial and monotherapy and combination data in the second half of 2022, our plans for utilizing ZymeLinkTM technology with our agreement with Zymeworks, including our plans to utilize the ZymeLinkTM technology to develop novel antibody-drug conjugates in connection with ATRC-301, the productivity and expansion of our pipeline of oncology programs, including ADC leads APN-497444 and APN-959038, CD3-engager lead APN-346958, and IL-15 SA conjugate lead APN-541885, our enrollment objectives, our ability to obtain sufficient clinical enrollment, reports of clinical enrollment updates, and our ability to fund current operations and develop and commercialize our current or potential future product candidates. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts and typically are identified by use of terms such as “ongoing,” “next,” “potential,” “expect,” “will,” “anticipates,” and similar words, although some forward-looking statements are expressed differently. Our actual results may differ materially from those indicated in these forward-looking statements due to risks and uncertainties related to the initiation, timing, progress and results of our research and development programs, preclinical studies, clinical trials, regulatory submissions, and other matters that are described in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on the SEC's website at www.sec.gov, including the risk factors set forth therein. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update any forward-looking statement in this press release, except as required by law.

Atreca, Inc.
Condensed Balance Sheets
(in thousands, except share and per share data)
	March 31,			December 31,
		2022			2021
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	48,573		$	94,746
Investments		69,331			22,287
Prepaid expenses and other current assets		5,096			5,337
Total current assets		123,000			122,370
Property and equipment, net		41,998			43,015
Operating lease right-of-use assets		37,292			-
Long-term investments		7,862			31,042
Deposits and other		3,537			3,630
Total assets	$	213,689		$	200,057
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,452		$	3,352
Accrued expenses		5,114			11,555
Current portion of operating lease liabilities		3,221			-
Other current liabilities		70			1,992
Total current liabilities		12,857			16,899
Deferred rent		-			28,229
Operating lease liabilities, net of current portion		63,049			-
Total liabilities		75,906			45,128
Stockholders’ equity
Common stock		4			4
Additional paid-in capital		522,892			514,794
Accumulated other comprehensive income (loss)		(470	)		(102	)
Accumulated deficit		(384,643	)		(359,767	)
Total stockholders’ equity		137,783			154,929
Total liabilities and stockholders’ equity	$	213,689		$	200,057

Atreca, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited)
		Three Months Ended
		March 31,
			2022			2021
Expenses
	Research and development	$	17,064		$	18,388
	General and administrative		8,606			7,821
	Total expenses		25,670			26,209
Interest and other income (expense)
	Other income		750			344
	Interest income		44			91
	Interest expense		-			(1	)
Loss before Income tax expense			(24,876	)		(25,775	)
Income tax expense			-			-
Net loss		$	(24,876	)	$	(25,775	)
Net loss per share, basic and diluted		$	(0.65	)	$	(0.70	)
Weighted-average shares used in computing
net loss per share, basic and diluted			37,982,863			36,841,065

Contacts

Atreca, Inc.
Herb Cross
Chief Financial Officer
info@atreca.com

Investors:
Alex Gray, 650-779-9251
agray@atreca.com

Media:
Julia Fuller, 858-692-2001
julia@fordhutmanmedia.com

Source: Atreca, Inc.

XML

Cover	May 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2022
Entity File Number	001-38935
Entity Registrant Name	Atreca, Inc.
Entity Central Index Key	0001532346
Entity Tax Identification Number	27-3723255
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	835 Industrial Rd., Suite 400
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	595-2595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	BCEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false