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):  November 14, 2023

_______________________________

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 November 14, 2023, Atreca, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended September 30, 2023 and further reorganization 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 Third Quarter 2023 Financial Results and Announces Further Reorganization to Support Exploration of Strategic Alternatives,” dated November 14, 2023
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: November 14, 2023	By:	/s/ JOHN A. ORWIN
		John A. Orwin
		President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Atreca Reports Third Quarter 2023 Financial Results and Announces Further Reorganization to Support Exploration of Strategic Alternatives

SAN CARLOS, Calif., Nov. 14, 2023 (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 reported financial results for the third quarter ended September 30, 2023, and announced that the Company is implementing a further reduction in its workforce of approximately 40% while maintaining the necessary support to continue exploring potential strategic transactions and business alternatives.

“Since our founding, Atreca has leveraged a unique discovery platform to identify numerous antibodies binding novel targets in oncology, as well as infectious and autoimmune disease,” said John Orwin. “We remain focused on advancing APN-497444 through preclinical testing and continue to believe that our approach has potential to unlock meaningful tumor targets undiscoverable by conventional approaches. Nevertheless, given current financial market conditions and the funding needs required to advance ‘444 and our other antibody-drug conjugate programs into clinical development, we have made the difficult decision to further reduce our headcount as we explore strategic alternatives. I’d like to thank all employees impacted for their contributions.”

Third Quarter 2023 Financial Results

• As of September 30, 2023, cash and cash equivalents and investments totaled $21.4 million.
  
• Research and development expenses for the three months ended September 30, 2023, were $10.4 million, including non-cash stock-based compensation expense of $1.0 million.
  
• General and administrative expenses for the three months ended September 30, 2023, were $5.4 million, including non-cash stock-based compensation expense of $1.3 million.
  
• Atreca reported a net loss of $36.2 million, or basic and diluted net loss per share attributable to common stockholders of $0.92, for the quarter ended September 30, 2023.
  

About Atreca, Inc.
Atreca is a biopharmaceutical company developing novel antibody-based therapeutics generated by its differentiated discovery platform, with a focus on antibody-drug conjugates (ADCs). 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 a pipeline of first-in-class oncology programs led by APN-497444, an ADC targeting a novel tumor glycan, in addition to MAM01/ATRC-501, a clinical candidate licensed to the Bill & Melinda Gates Medical Research Institute for the prevention of malaria. For more information on Atreca, please visit www.atreca.com.

Forward-Looking Statements
This release contains statements regarding matters that are not historical facts that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our strategy and future plans, including statements regarding our corporate reorganization to further reduce our workforce while maintaining the necessary support to continue exploring potential strategic transactions and business alternatives, the effectiveness of our recently announced workforce reduction, and our plans to focus on advancing APN-497444, including our belief that our discovery platform and approach has potential to unlock meaningful tumor targets undiscoverable by conventional approaches. 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.
Balance Sheets
(in thousands, except share and per share data)
	September 30,			December 31,
	2023			2022
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	13,470		$	30,819
Investments		7,918			39,676
Prepaid expenses and other current assets		3,305			7,531
Total current assets		24,693			78,026
Property and equipment, net		1,614			37,972
Operating lease right-of-use assets		—			36,056
Deposits and other		35			2,976
Total assets	$	26,342		$	155,030
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,062		$	1,741
Accrued expenses		9,292			9,681
Operating lease liabilities, current portion		1,281			3,544
Other current liabilities		948			1,327
Total current liabilities		15,583			16,293
Operating lease liabilities, net of current portion		—			60,331
Total liabilities		15,583			76,624
Commitment and contingencies (Note 9)
Stockholders’ equity
Class A common stock, $0.0001 par value, 650,000,000 shares authorized as of both September 30, 2023 and December 31, 2022; 32,908,634 and 32,351,950 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		3			3
Class B common stock, $0.0001 par value, 50,000,000 shares authorized as of both September 30, 2023 and December 31, 2022; 6,715,441 shares issued and outstanding as of both September 30, 2023 and December 31, 2022		1			1
Additional paid-in capital		544,094			535,592
Accumulated other comprehensive loss		(4	)		(266	)
Accumulated deficit		(533,335	)		(456,924	)
Total stockholders’ equity		10,759			78,406
Total liabilities and stockholders’ equity	$	26,342		$	155,030

Atreca, Inc.
Statements of Operations
(in thousands, except share and per share data)
(unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Expenses
Research and development	$	10,407		$	16,045		$	36,774		$	53,062
General and administrative		5,386			7,247			20,300			23,930
Restructuring and impairment charges		20,856			—			20,856			—
Total expenses		36,649			23,292			77,930			76,992
Interest and other income (expense)
Other income		80			—			243			750
Interest income		354			233			1,276			430
Net other income (expense)	$	434		$	233		$	1,519		$	1,180
Loss before income tax expense		(36,215	)		(23,059	)		(76,411	)		(75,812	)
Income tax expense		—			—			—			—
Net loss	$	(36,215	)	$	(23,059	)	$	(76,411	)	$	(75,812	)
Net loss per share, basic and diluted	$	(0.92	)	$	(0.60	)	$	(1.95	)	$	(1.97	)
Weighted-average shares used in computing net loss per share, basic and diluted		39,354,502			38,720,575			39,202,045			38,434,327

Contacts

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

Source: Atreca, Inc.

XML

Cover	Nov. 14, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Nov. 14, 2023
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
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Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
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Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false