falseQ10001782303--12-310.050001782303us-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:FurnitureAndFixturesMember2023-12-310001782303bold:SeriesBConvertiblePreferredStockMember2021-04-012021-04-300001782303us-gaap:IPOMemberus-gaap:SubsequentEventMember2024-04-020001782303us-gaap:SubsequentEventMember2024-04-020001782303bold:SeriesAConvertiblePreferredStockMember2020-07-310001782303us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:ShortTermInvestmentsMember2024-03-310001782303bold:TwoThousandTwentyFourIncentivePlanMemberus-gaap:EmployeeStockOptionMembersrt:MinimumMember2024-03-012024-03-3100017823032023-12-310001782303us-gaap:RetainedEarningsMember2023-03-310001782303us-gaap:RetainedEarningsMember2022-12-310001782303bold:TwoThousandTwentyFourIncentivePlanMember2024-03-012024-03-310001782303us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-03-310001782303us-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303us-gaap:LeaseholdImprovementsMember2023-12-310001782303bold:ConversionOfOutstandingConvertiblePreferredStockMember2023-12-310001782303us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001782303srt:ProFormaMember2024-03-310001782303us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303us-gaap:CorporateDebtSecuritiesMember2024-03-310001782303srt:MaximumMemberbold:TwoThousandTwentyFourIncentivePlanMemberus-gaap:EmployeeStockOptionMember2024-03-012024-03-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-03-310001782303us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303bold:EquityAwardsAvailableForFutureIssuanceMember2023-12-310001782303bold:ComputersAndSoftwareMember2024-03-310001782303bold:ConversionOfOutstandingConvertiblePreferredStockMember2024-03-310001782303bold:SeriesCConvertiblePreferredStockMember2023-05-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-3100017823032023-01-012023-03-310001782303us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-01-012023-03-310001782303us-gaap:CommonStockMember2022-12-310001782303bold:SeriesCConvertiblePreferredStockMember2023-04-012023-05-310001782303us-gaap:CashEquivalentsMember2023-12-310001782303us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-3100017823032024-01-012024-03-310001782303us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-3100017823032023-03-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303srt:MinimumMember2024-01-012024-03-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001782303us-gaap:ConvertiblePreferredStockMember2023-03-310001782303us-gaap:CashEquivalentsMember2024-03-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-01-012024-03-3100017823032024-05-060001782303us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303us-gaap:FurnitureAndFixturesMember2024-03-310001782303bold:OptionsEarlyExercisedSubjectToFutureVestingMember2024-01-012024-03-310001782303us-gaap:MoneyMarketFundsMember2023-12-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-03-310001782303bold:OptionsEarlyExercisedSubjectToFutureVestingMember2023-01-012023-03-310001782303bold:SeriesAConvertiblePreferredStockMember2019-06-012019-06-300001782303bold:TwoThousandTwentyFourIncentivePlanMemberus-gaap:EmployeeStockOptionMember2024-03-012024-03-310001782303us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-03-310001782303bold:CommonStockOptionsIssuedAndOutstandingMember2024-03-310001782303us-gaap:LeaseholdImprovementsMember2024-03-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-3100017823032023-01-012023-12-310001782303us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:RetainedEarningsMember2024-01-012024-03-310001782303us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-12-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001782303us-gaap:RetainedEarningsMember2024-03-310001782303bold:ConversionOfOutstandingConvertiblePreferredStockMember2024-01-012024-03-310001782303us-gaap:CommonStockMember2023-03-310001782303bold:SeriesAConvertiblePreferredStockMember2020-07-012020-07-310001782303bold:TwoZeroTwoTwoLeaseMember2024-03-310001782303srt:MinimumMember2024-03-310001782303bold:LabEquipmentMember2024-03-310001782303bold:SeriesAConvertiblePreferredStockMember2019-06-300001782303us-gaap:CommonStockMember2024-03-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-03-310001782303us-gaap:ConvertiblePreferredStockMember2022-12-310001782303us-gaap:ConvertiblePreferredStockMember2024-03-310001782303bold:TwoZeroTwoFourLeaseMember2024-03-310001782303us-gaap:CommonStockMember2023-12-310001782303bold:TwoZeroTwoTwoLeaseMember2021-11-300001782303us-gaap:CorporateDebtSecuritiesMember2023-12-310001782303us-gaap:ShortTermInvestmentsMember2023-12-310001782303bold:TwoZeroTwoFourLeaseMember2021-12-312021-12-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303bold:LabEquipmentMember2023-12-310001782303us-gaap:OtherNoncurrentAssetsMember2024-03-310001782303bold:TwoThousandTwentyFourIncentivePlanMember2024-03-310001782303us-gaap:CommonStockMember2023-01-012023-03-310001782303us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-03-310001782303bold:TwoZeroTwoFourLeaseMember2024-01-012024-03-3100017823032022-12-310001782303bold:ComputersAndSoftwareMember2023-12-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001782303bold:SeriesAConvertiblePreferredStockMember2018-08-310001782303us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-3100017823032024-03-310001782303us-gaap:CommonStockMember2024-01-012024-03-310001782303us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001782303us-gaap:IPOMemberus-gaap:SubsequentEventMember2024-04-022024-04-020001782303us-gaap:OtherNoncurrentAssetsMember2023-12-310001782303us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-03-310001782303us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001782303us-gaap:ConvertiblePreferredStockMember2023-12-310001782303bold:SeriesAConvertiblePreferredStockMember2018-08-012018-08-310001782303us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2022-12-310001782303us-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-12-310001782303us-gaap:MoneyMarketFundsMember2024-03-310001782303us-gaap:RetainedEarningsMember2023-01-012023-03-310001782303bold:TwoZeroTwoFourLeaseMember2021-12-310001782303bold:SeriesBConvertiblePreferredStockMember2021-04-3000017823032024-03-192024-03-190001782303us-gaap:RetainedEarningsMember2023-12-310001782303bold:CommonStockOptionsIssuedAndOutstandingMember2023-12-310001782303bold:ConversionOfOutstandingConvertiblePreferredStockMember2023-01-012023-03-310001782303bold:EquityAwardsAvailableForFutureIssuanceMember2024-03-31xbrli:pureutr:sqftbold:Segmentxbrli:sharesbold:Securitiesiso4217:USDxbrli:sharesbold:Voteiso4217:USD

 

 

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, 2024

OR

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: 001-41989

 

BOUNDLESS BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

83-0751369

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

9880 Campus Point Drive, Suite 120

San Diego, CA 92121

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 766-9912

 

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, par value $0.0001 per share

 

BOLD

 

Nasdaq Global Select 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 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 6, 2024, the registrant had 22,254,537 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

1

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

Condensed Balance Sheets

1

 

Condensed Statements of Operations and Comprehensive Loss

2

 

Condensed Statements of Convertible Preferred Stock and Stockholders’ Deficit

3

 

Condensed Statements of Cash Flows

4

 

Notes to Condensed Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

 

 

 

PART II.

OTHER INFORMATION

25

 

 

 

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults Upon Senior Securities

71

Item 4.

Mine Safety Disclosures

71

Item 5.

Other Information

71

Item 6.

Exhibits

72

Signatures

73

 

 

i


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Boundless Bio, Inc.

Condensed Balance Sheets

(in thousands, except share and par value data)

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,143

 

 

$

23,706

 

Short-term investments

 

 

79,737

 

 

 

97,046

 

Prepaid expenses and other current assets

 

 

7,281

 

 

 

3,452

 

Total current assets

 

 

112,161

 

 

 

124,204

 

Property and equipment, net

 

 

2,418

 

 

 

2,573

 

Right-of-use asset, net

 

 

1,385

 

 

 

2,002

 

Restricted cash

 

 

560

 

 

 

560

 

Other assets

 

 

553

 

 

 

555

 

Total assets

 

$

117,077

 

 

$

129,894

 

Liabilities, convertible preferred stock, and stockholders’ deficit

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

8,182

 

 

$

4,266

 

Accrued compensation

 

 

939

 

 

 

2,898

 

Lease liabilities, current portion

 

 

1,523

 

 

 

2,195

 

Total current liabilities

 

 

10,644

 

 

 

9,359

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Convertible preferred stock, $0.0001 par value; 287,446,844 shares
   authorized, issued, and outstanding as of each of March 31, 2024 and December 31,
   2023; liquidation preference of $
252.1 million as of each of March 31, 2024 and
   December 31, 2023

 

 

247,617

 

 

 

247,617

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.0001 par value; 402,600,000 shares authorized, 1,263,597 shares
   issued, and
1,262,638 shares outstanding as of March 31, 2024; 402,600,000 shares
   authorized,
1,248,493 shares issued, and 1,247,012 shares outstanding as of
   December 31, 2023

 

 

 

 

 

 

Additional paid-in-capital

 

 

10,376

 

 

 

8,987

 

Accumulated other comprehensive income / (loss)

 

 

(21

)

 

 

40

 

Accumulated deficit

 

 

(151,539

)

 

 

(136,109

)

Total stockholders’ deficit

 

 

(141,184

)

 

 

(127,082

)

Total liabilities, convertible preferred stock, and stockholders’ deficit

 

$

117,077

 

 

$

129,894

 

 

The accompanying notes are an integral part of these condensed financial statements.

1


 

Boundless Bio, Inc.

Condensed Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

$

13,129

 

 

$

9,503

 

General and administrative

 

 

3,754

 

 

 

2,584

 

Total operating expenses

 

 

16,883

 

 

 

12,087

 

Loss from operations

 

 

(16,883

)

 

 

(12,087

)

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

1,421

 

 

 

395

 

Other income (expense)

 

 

32

 

 

 

(27

)

Total other income, net

 

 

1,453

 

 

 

368

 

Net loss

 

$

(15,430

)

 

$

(11,719

)

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(12.27

)

 

$

(9.91

)

Shares used in calculation

 

 

1,258

 

 

 

1,183

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

Net loss

 

$

(15,430

)

 

$

(11,719

)

Unrealized gain/(loss) on short-term investments

 

 

(61

)

 

 

278

 

Comprehensive loss

 

$

(15,491

)

 

$

(11,441

)

 

The accompanying notes are an integral part of these condensed financial statements.

2


 

Boundless Bio, Inc.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Deficit

(unaudited)

(in thousands, except share data)

 

 

Convertible Preferred Stock

 

 

 

Common Stock

 

 

 

 

 

Accumulated
other

 

 

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Additional
paid-in-capital

 

 

comprehensive
income/ (loss)

 

 

Accumulated
deficit

 

 

stockholders’
deficit

 

Balance at December 31, 2023

 

 

287,446,844

 

 

$

247,617

 

 

 

 

1,247,012

 

 

$

-

 

 

$

8,987

 

 

$

40

 

 

$

(136,109

)

 

$

(127,082

)

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

522

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

15,104

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

59

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,328

 

 

 

 

 

 

 

 

 

1,328

 

Unrealized loss on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61

)

 

 

 

 

 

(61

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,430

)

 

 

(15,430

)

Balance at March 31, 2024

 

 

287,446,844

 

 

$

247,617

 

 

 

 

1,262,638

 

 

$

-

 

 

$

10,376

 

 

$

(21

)

 

$

(151,539

)

 

$

(141,184

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

144,589,706

 

 

$

147,946

 

 

 

 

1,167,240

 

 

$

-

 

 

$

5,377

 

 

$

(398

)

 

$

(86,675

)

 

 

(81,696

)

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

17,505

 

 

 

 

 

 

52

 

 

 

 

 

 

 

 

 

52

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

9,195

 

 

 

 

 

 

31

 

 

 

 

 

 

 

 

 

31

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

615

 

 

 

 

 

 

 

 

 

615

 

Unrealized gain on short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

278

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,719

)

 

 

(11,719

)

Balance at March 31, 2023

 

 

144,589,706

 

 

$

147,946

 

 

 

 

1,193,940

 

 

$

-

 

 

$

6,075

 

 

$

(120

)

 

$

(98,394

)

 

$

(92,439

)

 

The accompanying notes are an integral part of these condensed financial statements.

3


 

Boundless Bio, Inc.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)

 

 

Three Months Ended
March 31,

 

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(15,430

)

 

$

(11,719

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Stock-based compensation

 

 

1,328

 

 

 

615

 

Depreciation

 

 

263

 

 

 

237

 

Accretion of investments, net

 

 

(972

)

 

 

(117

)

Non-cash lease expense

 

 

618

 

 

 

533

 

Other

 

 

 

 

 

25

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

(701

)

 

 

(225

)

Accounts payable and accrued liabilities

 

 

(210

)

 

 

(904

)

Operating lease liabilities

 

 

(672

)

 

 

(535

)

Net cash used in operating activities

 

 

(15,776

)

 

 

(12,090

)

Cash flows from investing activities

 

 

 

 

 

 

Purchases of investments

 

 

(21,025

)

 

 

(9,994

)

Maturities of investments

 

 

39,245

 

 

 

32,246

 

Purchases of property and equipment

 

 

(83

)

 

 

(86

)

Net cash provided by investing activities

 

 

18,137

 

 

 

22,166

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from the exercise of stock options

 

 

59

 

 

 

31

 

Payment of deferred offering costs

 

 

(983

)

 

 

 

Net cash provided by / (used in) financing activities

 

 

(924

)

 

 

31

 

Net increase in cash and cash equivalents

 

 

1,437

 

 

 

10,107

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

24,266

 

 

 

11,484

 

Cash, cash equivalents, and restricted cash at end of period

 

$

25,703

 

 

$

21,591

 

Components of cash, cash equivalents, and restricted cash

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,143

 

 

$

21,058

 

Restricted cash

 

 

560

 

 

 

533

 

Cash, cash equivalents, and restricted cash at end of year

 

$

25,703

 

 

$

21,591

 

Non-cash investing and financing activities

 

 

 

 

 

 

Deferred offering costs in accounts payable and accrued liabilities

 

$

2,144

 

 

$

 

Addition to ROU assets

 

$

 

 

$

282

 

Increase to ROU assets due to remeasurement of lease obligation

 

$

 

 

$

646

 

Vesting of early exercised stock options

 

$

2

 

 

$

52

 

Unpaid property and equipment purchases

 

$

24

 

 

$

26

 

 

The accompanying notes are an integral part of these condensed financial statements.

4


 

Boundless Bio, Inc.

Notes to Condensed Financial Statements

1.
Organization and Basis of Presentation

Description of Business

Boundless Bio, Inc. (the Company) is a clinical-stage precision oncology company dedicated to unlocking a new paradigm in cancer therapeutics to address the significant unmet need in patients with oncogene amplified tumors by targeting extrachromosomal DNA (ecDNA). The Company is focused on designing and developing small molecule drugs called ecDNA directed therapeutic candidates (ecDTx). The Company was incorporated in the state of Delaware on April 10, 2018 and is headquartered in San Diego, California.

Reverse Stock Split

On March 19, 2024, the Company effected a one-for-19.5 reverse stock split of its issued and outstanding shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the conversion ratios for each series of the Company’s convertible preferred stock. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split.

Liquidity

Since the Company commenced operations in 2018, it has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, building its proprietary Spyglass platform, discovering its ecDTx, developing its ecDNA diagnostic candidate, establishing its intellectual property portfolio, conducting research, preclinical studies and clinical trials, establishing arrangements with third parties for the manufacture of its ecDTx and related raw materials, and providing other general and administrative support for these operations.

Since inception, the Company has incurred significant operating losses and negative cash flows from its operations and expects that it will continue to do so into the foreseeable future as it continues its development of, seeks regulatory approval for, and potentially commercializes any of its ecDTx and seeks to discover and develop additional ecDTx, utilizes third parties to manufacture its ecDTx and related raw materials, seeks to develop its ecDNA diagnostic candidate, hires additional personnel, and expands and protects its intellectual property. If the Company obtains regulatory approval for any of its ecDTx, it expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. As of March 31, 2024, the Company had an accumulated deficit of $151.5 million and cash, cash equivalents, and short-term investments of $104.9 million. The Company believes that its existing cash, cash equivalents, and short-term investments, as well as the net proceeds from the April 2, 2024 closing of the Company's initial public offering (IPO) discussed in footnote 13, will be sufficient to fund its operations for at least 12 months from the issuance date of these condensed financial statements.

5


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB).

2.
Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed balance sheet as of March 31, 2024, the condensed statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the condensed statements of convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2024 and 2023, and the condensed statements of cash flows for the three months ended March 31, 2024 and 2023 are unaudited. These unaudited condensed financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim period presented. The financial data and the other financial information contained in these notes to the condensed financial statements related to the three months ended March 31, 2024 and 2023 are also unaudited. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period.

The condensed balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s prospectus dated March 27, 2024 related to its IPO filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on March 28, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

On an ongoing basis, management evaluates its estimates, primarily related to stock-based compensation, the fair value of its investments and common stock, and accrued research and development costs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company’s estimates relating to the valuation of stock options require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts.

The balance reflected in these financial statements as restricted cash represents a deposit account pledged as collateral to secure a standby letter of credit required as a security deposit on one of the Company’s leased facilities. The Company has classified the restricted cash as a noncurrent asset on its balance sheets as of March 31, 2024 and December 31, 2023.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to the concentration of credit risk, consist primarily of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions which exceeded federally insured limits by $2.3 million. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes its exposure to concentration of credit risk.

6


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

Fair Value Measurements

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Cash, cash equivalents, and short-term investments are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. As of March 31, 2024 and December 31, 2023, there were $5.3 million and $2.2 million of deferred offering costs, respectively.

Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.

Convertible Preferred Stock

The Company’s convertible preferred stock is classified as temporary equity in the accompanying balance sheets and excluded from stockholders’ deficit as the potential redemption of such stock is outside the Company’s control and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock is not redeemable except for in the event of a liquidation, dissolution, or winding up of the Company. Costs incurred in connection with the issuance of convertible preferred stock are recorded as a reduction of gross proceeds from issuance. The Company does not accrete the carrying values of the preferred stock to the redemption values since the occurrence of these events was not considered probable as of March 31, 2024 and December 31, 2023. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only when it becomes probable that these events will occur.

Net Loss Per Share

Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive securities, which include its convertible preferred stock, options to purchase common stock, and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

7


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

Recently Adopted Accounting Pronouncements

As of March 31, 2024, several new accounting pronouncements had been issued by the Financial Accounting Standards Board with future adoption dates. All applicable accounting pronouncements will be adopted by the Company by the date required. Management is reviewing the impact of adoption of all pending accounting pronouncements but is not yet in a position to determine the impact on the Company’s financial statements and the notes thereto.

3.
Fair Value Measurements

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

 

 

 

 

 

Fair Value Measurements Using

 

As of March 31, 2024 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

22,546

 

 

$

22,546

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

75,082

 

 

 

 

 

 

75,082

 

 

 

 

Corporate debt securities (2)

 

 

4,655

 

 

 

 

 

 

4,655

 

 

 

 

Total fair value of assets

 

$

102,283

 

 

$

22,546

 

 

$

79,737

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

 

 

 

 

 

Fair Value Measurements Using

 

As of December 31, 2023 (in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds (1)

 

$

21,737

 

 

$

21,737

 

 

$

 

 

$

 

U.S. government obligations (2)

 

 

92,143

 

 

 

 

 

 

92,143

 

 

 

 

Corporate debt securities (2)

 

 

4,903

 

 

 

 

 

 

4,903

 

 

 

 

Total fair value of assets

 

$

118,783

 

 

$

21,737

 

 

$

97,046

 

 

$

 

 

(1)
Included in cash and cash equivalents on the balance sheets.
(2)
Included in short-term investments on the balance sheets.

The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. The Company’s investments consist of available-for-sale securities and are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data.

There were no transfers of assets between fair value levels for all periods presented.

4.
Investments

The following tables summarize investments accounted for as available-for-sale securities (in thousands):

 

 

As of March 31, 2024

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

22,546

 

 

$

 

 

$

 

 

$

22,546

 

U.S. government obligations

 

 

75,103

 

 

 

6

 

 

 

(27

)

 

 

75,082

 

Corporate debt securities

 

 

4,655

 

 

 

1

 

 

 

(1

)

 

 

4,655

 

Total cash equivalents and investments

 

$

102,304

 

 

$

7

 

 

$

(28

)

 

$

102,283

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

22,546

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

79,737

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

102,283

 

 

8


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

 

 

As of December 31, 2023

 

 

Acquisition
Cost

 

 

Unrealized
Gain

 

 

Unrealized
Loss

 

 

Estimated Fair
Value

 

Money market funds

 

$

21,737

 

 

$

 

 

$

 

 

$

21,737

 

U.S. government obligations

 

 

92,106

 

 

 

58

 

 

 

(21

)

 

 

92,143

 

Corporate debt securities

 

 

4,900

 

 

 

5

 

 

 

(2

)

 

 

4,903

 

Total cash equivalents and investments

 

$

118,743

 

 

$

63

 

 

$

(23

)

 

$

118,783

 

Classified as:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

 

$

21,737

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

97,046

 

Total cash equivalents and investments

 

 

 

 

 

 

 

 

 

 

$

118,783

 

 

On March 31, 2024 and December 31, 2023, the remaining contractual maturities of all the Company’s available-for-sale investments were less than 12 months. As of March 31, 2024 and December 31, 2023, the Company has not established an allowance for credit losses for any of its available-for-sale securities.

As of March 31, 2024, there were 33 available-for-sale securities, with an estimated fair value of $56.9 million in gross unrealized loss positions. As of December 31, 2023, there were 24 available-for-sale securities, with an estimated fair value of $40.3 million in gross unrealized loss positions. Based on its review of these investments, the Company believes that the unrealized losses reflect the impact of the rising interest rate environment and were not other-than-temporary in nature.

5.
Property and Equipment

Property and equipment, net consisted of the following (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(unaudited)

 

 

 

 

Lab equipment

 

$

4,368

 

 

$

4,264

 

Computers and software

 

 

836

 

 

 

833

 

Leasehold improvements

 

 

46

 

 

 

46

 

Furniture and fixtures

 

 

157

 

 

 

157

 

 

 

5,407

 

 

 

5,300

 

Less accumulated depreciation and amortization

 

 

2,989

 

 

 

2,727

 

 

$

2,418

 

 

$

2,573

 

 

Depreciation and amortization expense related to property and equipment was $0.3 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively.

6.
Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (in thousands):

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

(unaudited)

 

 

 

 

Accounts payable

 

$

2,937

 

 

$

2,222

 

Accrued research and development costs

 

 

2,759

 

 

 

1,575

 

Other accrued liabilities

 

 

2,486

 

 

 

469

 

Total accounts payable and accrued liabilities

 

$

8,182

 

 

$

4,266

 

 

9


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

7.
Lease Agreements

2022 Lease

In March 2021, as amended in November 2021, the Company entered into a non-cancelable operating lease for a facility in San Diego, California (the 2022 Lease). The 2022 Lease had an initial term that ended in May 2024, although this was subsequently amended such that this lease now ends on that date occurring 14 days after the lease commencement date for the 2024 Lease (see below). The 2022 Lease provides for the rental of lab and office space, contains rent escalation provisions, and obligates the Company to pay a portion of the operating costs related to the underlying multitenant facility. Rental payments under the 2022 Lease commenced in mid-January 2022. Based on information obtained from its landlord, the Company has recorded a right-of-use (ROU) asset and an associated lease obligation for the lab and office space leased under the 2022 Lease. The net ROU asset of $1.4 million and associated lease obligation of $1.5 million are reflected in the Company’s balance sheet as of March 31, 2024 and are estimates that will change should there be a change in the anticipated occupancy date of the property and associated campus underlying the 2024 Lease. The Company’s estimated incremental borrowing rate of approximately 8.0% was used in its present value calculation as the 2022 Lease does not have a stated rate and the implicit rate was not readily determinable.

As of March 31, 2024, future minimum lease payments under the 2022 Lease are expected to total $1.6 million, including imputed interest of approximately $28,000. All future payments under the 2022 Lease are expected to occur in 2024.

2024 Lease

In December 2021, the Company entered into a non-cancelable facility lease for approximately 80,000 square feet of lab and office space in La Jolla, California (the 2024 Lease). The facility to be occupied by the Company under the 2024 Lease will be built to the Company’s specifications; the 2024 Lease agreement includes tenant improvement allowances totaling $22.0 million, repayment of which is included in the future minimum lease payments called for under the agreement.

As of March 31, 2024, although construction of the property underlying the 2024 Lease is underway, the commencement date of the 2024 Lease has not yet been determined. At completion of construction, the Company will occupy the facility for a 120-month term, with payments under the lease commencing after a six-month rent abatement period and continuing through the conclusion of the term. As of March 31, 2024, the landlord has advised the Company that this property will be available for occupancy in October 2024. This date is an estimate, which is subject to change based on the delivery of the property and its associated campus. The 2024 Lease includes base lease payments aggregating $71.9 million, as well as additional charges for common area maintenance and property taxes. The Company has the right to extend the term of the 2024 Lease for an additional 60 months.

Additionally, as a security deposit under this agreement, the Company is required to maintain a standby letter-of-credit in the amount of $0.5 million, which must remain in place until November 2034.

Operating Leases

The Company has made upfront payments under its lease agreements totaling $0.8 million, $0.5 million of which is included in other long-term assets on the balance sheet as of March 31, 2024 and December 31, 2023.

 

Cash paid for operating lease liabilities during the three months ended March 31, 2024 and 2023 totaled $0.7 million and $0.7 million, respectively.

8.
Commitments and Contingencies

Contracts

The Company enters into contracts in the normal course of business with various third parties for preclinical research studies, clinical trials, testing, manufacturing, and other services. These contracts generally provide for termination upon notice and are cancellable without significant penalty or payment and do not contain any minimum purchase commitments.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into

10


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

indemnification agreements with officers and members of its Board of Directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs because of these indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of March 31, 2024 and December 31, 2023.

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding for which any liabilities have been accrued. The Company was not a defendant in any lawsuit for the three months ended March 31, 2024 and the year ended December 31, 2023.

9.
Convertible Preferred Stock

Series A, B, and C Convertible Preferred Stock

The Company issued its convertible preferred stock in a series of transactions as follows:

In August 2018, 7,142,857 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $4.9 million;
In June 2019, an additional 26,046,438 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $18.1 million;
In July 2020, an additional 33,189,295 shares of Series A convertible preferred stock were issued for cash at a price of $0.70 per share, resulting in aggregate net proceeds of $23.2 million;
In April 2021, the Company entered into a Series B convertible preferred stock purchase agreement under which it issued 78,211,116 shares of its Series B convertible preferred stock for cash, at a price of $1.35 per share, resulting in aggregate net proceeds of $105.3 million;
In April and May 2023, the Company entered into a Series C convertible preferred stock purchase agreement under which it issued 142,857,138 shares of Series C convertible preferred stock for cash, at a price of $0.70 per share, resulting in aggregate net proceeds of $99.7 million.
 

Rights, Preferences, and Privileges of Convertible Preferred Stock

The holders of the Company’s Series A, B, and C convertible preferred stock (collectively, the Preferred Stock) have the following rights, preferences, and privileges:

Voting Rights

The holders of Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of Preferred Stock could convert on the record date for determination of stockholders entitled to vote.

Dividends

The Company cannot declare and pay any common stock dividends without first declaring and paying dividends, as defined in the terms of the Company’s amended and restated certificate of incorporation, to the convertible preferred stockholders. The holders of Preferred Stock are entitled to receive, when, as and if, declared by the Company’s Board of Directors, noncumulative dividends at the rate of 6.0% of the applicable original issue price of such Preferred Stock (Original Issue Price), subject to appropriate adjustment in

11


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Preferred Stock. No dividends have been declared as of March 31, 2024 or December 31, 2023, respectively.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (as defined in the Company’s amended and restated certificate of incorporation), each holder of Preferred Stock is entitled to receive, prior and in preference to any distributions to the common stockholders, an amount equal to the greater of (i) the Original Issue Price per share, plus any declared but unpaid dividends thereon or (ii) the amount such holder would have received if such holder had converted its shares into common stock immediately prior to such liquidation event. If the assets available for distribution to the holders of Preferred Stock are insufficient to pay such holders the full amounts to which they are entitled, the assets available for distribution will be distributed on a pro rata basis among the holders of the Preferred Stock in proportion to the respective amounts that would otherwise be payable in respect of such stock. After payments have been made in full to the holders of Preferred Stock, then, to the extent available, the remaining amounts would be distributed among the holders of the common stock, pro rata based on the number of shares held by each holder.

Conversion Rights

The shares of Preferred Stock are convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments. Each share of Preferred Stock will be automatically converted into common stock, (A) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company in which the aggregate gross proceeds is at least $50.0 million and the public offering price of at least $1.6875 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization (Qualified IPO Price), (B) at any time upon the affirmative election of the holders of at least 60% of the outstanding shares of the Preferred Stock, including at least one of the holders holding, together with its affiliates, the most, the second most, or the third most shares of Series B Preferred Stock, or (C) the closing of a transaction pursuant to which (i) the Company is merged into, or otherwise combines with, a special purpose acquisition company, or subsidiary thereof, listed on a national securities exchange (SPAC Entity) at a value per share of at least the Qualified IPO Price and (ii) the shares of capital stock of the Company immediately outstanding prior to such transaction are converted to or exchanged for shares of capital stock that represent a majority, by voting power, of the capital stock of the SPAC Entity.

Redemption

The Preferred Stock does not have redemption rights, except for the contingent redemption upon the occurrence of a Deemed Liquidation Event (as defined in the Company’s amended and restated certificate of incorporation).

12


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

10.
Common Stock

Common Stock Rights

The holder of each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of the holders of common stock. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s Board of Directors out of legally available funds. In the event of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in the net assets remaining after payment of liabilities and the liquidation value of the Preferred Stock then outstanding. The common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following:

 

 

As of March 31,

 

 

As of December 31,

 

 

2024

 

 

2023

 

Conversion of outstanding convertible preferred stock

 

 

14,740,840

 

 

 

14,740,840

 

Common stock options issued and outstanding

 

 

4,169,881

 

 

 

2,813,937

 

Equity awards available for future issuance

 

 

2,298,086

 

 

 

861,155

 

Total

 

 

21,208,807

 

 

 

18,415,932

 

 

11.
Stock Options and Stock-Based Compensation

Equity Incentive Plan

In March 2024, the Company adopted the 2024 Incentive Plan (as amended, the Plan), which expires 10 years from its effective date. The Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, and other stock awards to its employees, consultants, and directors. Options granted under the Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. Stock options generally vest over terms of either 36 or 48 months. The exercise price of awards under the Plan shall not be less than 100% of the estimated fair market value of the Company’s stock on the date of grant. As of March 31, 2024, a total of 2,832,882 shares of common stock were authorized for issuance under the Plan. On March 31, 2024, 2,298,086 of these shares remain available for grant under the Plan.

Prior to the adoption of the Plan, the Company had awarded common stock options under the 2018 Equity Incentive Plan (as amended, the Predecessor Plan). Under the provisions of the Plan, awards issued under the Predecessor Plan that were outstanding as of March 27, 2024, and that are subsequently cancelled or forfeit, will serve to increase the number of shares that may be issued under the Plan.

Stock Options

Stock option activity under the Plan and certain other related information is as follows:

 

 

Number

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
 Remaining
Term

 

Aggregate-
Intrinsic
Value
(in 000’s)

 

Balance as of December 31, 2023

 

 

2,813,937

 

 

$

4.10

 

 

7.8 years

 

$

562

 

Granted

 

 

1,375,088

 

 

$

11.23

 

 

 

 

 

 

Exercised

 

 

(15,104

)

 

$

3.90

 

 

 

 

 

 

Forfeited and expired

 

 

(4,040

)

 

$

4.05

 

 

 

 

 

 

Balance as of March 31, 2024

 

 

4,169,881

 

 

$

6.47

 

 

8.9 years

 

$

33,378

 

Vested and expected to vest at March 31, 2024

 

 

1,096,002

 

 

$

4.13

 

 

7.6 years

 

$

11,086

 

Exercisable as of March 31, 2024

 

 

1,161,181

 

 

$

4.20

 

 

7.7 years

 

$

11,666

 

 

Aggregate intrinsic value in the above table is the difference between the estimated fair value of the Company’s common stock as of either March 31, 2024 or December 31, 2023, and the exercise price of stock options that had exercise prices below that value.

13


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

The options exercised during the three months ended March 31, 2024 and 2023 had an intrinsic value at exercise of $31,000 and approximately $7,000, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense was as follows (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Research and development expenses

 

$

524

 

 

$

272

 

General and administrative expenses

 

 

804

 

 

 

343

 

Total stock-based compensation

 

$

1,328

 

 

$

615

 

 

As of March 31, 2024, unrecognized compensation cost related to outstanding time-based options was $23.0 million, which is expected to be recognized over a weighted-average period of 2.7 years.

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted during the following periods were as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Expected option life (in years)

 

 

6.0

 

 

 

6.0

 

Assumed volatility

 

 

95

%

 

 

92

%

Assumed risk-free interest rate

 

 

4.2

%

 

 

3.6

%

Expected dividend yield

 

 

 

 

 

 

 

The weighted-average grant date per share fair value of options granted during the three months ended March 31, 2024 and 2023 was $11.69 and $7.62, respectively.

12.
Net Loss Per Common Share

The following table summarizes the computation of basic and diluted net loss per common share of the Company (in thousands, except share and per share data):

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Net loss

 

$

(15,430

)

 

$

(11,719

)

Weighted-average shares of common stock used in computing net loss per
   share, basic and diluted

 

 

1,258

 

 

 

1,183

 

Net loss per share, basic and diluted

 

$

(12.27

)

 

$

(9.91

)

 

The Company excluded the following potential shares of its common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Conversion of outstanding convertible preferred stock

 

 

14,740,840

 

 

 

14,740,840

 

Options to purchase common stock

 

 

4,169,881

 

 

 

2,813,937

 

Options early exercised subject to future vesting

 

 

959

 

 

 

1,481

 

Total

 

 

18,911,680

 

 

 

17,556,258

 

 

14


Boundless Bio, Inc.

Notes to Condensed Financial Statements

 

13.
Subsequent Events

Initial Public Offering

On April 2, 2024, the Company completed its IPO, pursuant to which it sold 6,250,000 shares of its common stock at a public offering price of $16.00 per share, resulting in net proceeds of approximately $87.7 million, after deducting underwriting discounts, commissions, and other offering expenses. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 14,740,840 shares of common stock. Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

In connection with the closing of its IPO, on April 2, 2024, the Company’s certificate of incorporation was amended and restated to authorize 700,000,000 shares of common stock, par value $0.0001 per share and 70,000,000 shares of undesignated preferred stock, par value of $0.0001 per share.

The condensed financial statements as of March 31, 2024, including share and per share amounts, do not give effect to the IPO as it closed subsequent to March 31, 2024.

The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on March 31, 2024:

 

 

 

 

 

 

Pro Forma

 

(in thousands)

 

March 31, 2024

 

 

March 31, 2024

 

Cash, cash equivalents, and short-term investments

 

$

104,880

 

 

$

197,880

 

Deferred offering costs

 

$

5,281

 

 

$

-

 

Convertible preferred stock

 

$

247,617

 

 

$

-

 

Common stock

 

$

-

 

 

$

2

 

Additional paid-in capital

 

$

10,376

 

 

$

345,710

 

Total stockholders' (deficit) equity

 

$

(141,184

)

 

$

194,153

 

 

15


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Prospectus dated March 27, 2024 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Securities Act) with the Securities and Exchange Commission (SEC) on March 28, 2024 (the Prospectus).

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design, and conduct of our ongoing and planned clinical trials and preclinical studies for our extrachromosomal DNA (ecDNA) directed therapeutic candidates (ecDTx), ecDNA diagnostic candidate, and other development programs, the potential therapeutic benefits of our ecDTx, the timing and likelihood of regulatory filings and approvals for our ecDTx, our ability to commercialize our ecDTx, if approved, the pricing and reimbursement of our ecDTx, if approved, the potential to develop future ecDTx, the potential benefits of strategic collaborations and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans, and objectives of management for future operations, future results of anticipated ecDTx development efforts, and the sufficiency of our cash position to fund operations and milestones, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial and other trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties, and assumptions, including, without limitation, the risk factors described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Overview

We are a clinical-stage oncology company dedicated to unlocking a new paradigm in cancer therapeutics that addresses the significant unmet need in patients with oncogene amplified tumors by targeting ecDNA, a root cause of oncogene amplification observed in more than 14% of cancer patients. Using our proprietary Spyglass platform, we identify targets essential for ecDNA functionality in cancer cells, then design and develop ecDTx to inhibit those targets with the aim to prevent cancer cells from using ecDNA to grow, adapt, and become resistant to existing therapies. Instead of directly targeting the proteins produced by amplified oncogenes, like the approach of traditional targeted therapies, our ecDTx are intended to be synthetic lethal in tumor cells reliant on ecDNA. They are designed to disrupt the underlying cellular machinery that enables ecDNA to function properly, such as proteins essential for ecDNA replication, transcription, assembly, repair, and segregation.

Our lead ecDTx, BBI-355, is a novel, oral, selective small molecule inhibitor of checkpoint kinase 1 (CHK1) being studied in the ongoing first-in-human, Phase 1/2 POTENTIATE clinical trial in patients with oncogene amplified cancers (clinicaltrials.gov identifier NCT05827614). We expect to have preliminary clinical proof of concept safety and antitumor activity data of BBI-355 as a single agent and in combination with targeted therapies in the second half of 2024 from approximately 50 to 90 total enrolled patients (single agent cohorts N=~30 to 40, combination cohorts N=~20 to 50).

Our second ecDTx, BBI-825, is a novel, oral, selective small molecule inhibitor of ribonucleotide reductase (RNR) being studied in the ongoing first-in-human, Phase 1/2 STARMAP clinical trial in patients with resistance gene amplifications (clinicaltrials.gov identifier NCT06299761). We expect to have preliminary clinical proof of concept safety and antitumor data of BBI-825 in combination with targeted therapies in the second half of 2025.

Our third ecDTx program, in the drug discovery stage, is directed at a previously undrugged kinesin target essential for ecDNA segregation and inheritance during cell division. We are advancing this program through drug discovery to candidate identification and expect to submit an Investigational New Drug application (IND) in the first half of 2026.

16


 

We continue to leverage Spyglass to identify and preclinically validate additional ecDNA-essential targets. In addition to our three ecDTx programs described above, we have preclinically validated multiple additional ecDNA targets and have initiated ecDTx drug discovery efforts to identify candidates against such targets. We expect to continue to identify and preclinically validate additional ecDNA targets using our Spyglass platform in the future. To date, all of our ecDTx have been discovered internally, and we retain global rights for all of our programs.

To assist in identifying patients that may benefit from our ecDTx, we have developed an ecDNA diagnostic test, internally called ECHO (ecDNA Harboring Oncogenes), to detect ecDNA in patient tumor samples via routine next generation sequencing (NGS) assays. We are working with an in vitro diagnostic company to develop the ecDNA diagnostic into a clinical trial assay, which we intend to use in our ongoing Phase 1/2 POTENTIATE clinical trial. The U.S. Food and Drug Administration (FDA) has determined that the ecDNA diagnostic is a non-significant risk device when used in patient selection for the POTENTIATE trial, meaning that we will not be required to obtain FDA approval of an investigational device exemption for the use of the ecDNA diagnostic in this trial.

Since we commenced operations in 2018, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, building our proprietary Spyglass platform, discovering our ecDTx, developing our ecDNA diagnostic, establishing our intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of our ecDTx and related raw materials, and providing general and administrative support for these operations.

We have incurred significant operating losses since our inception and, as of March 31, 2024, we had an accumulated deficit of $151.5 million. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we continue our development of, seek regulatory approval for, and potentially commercialize any of our ecDTx and seek to discover and develop additional ecDTx, develop our ecDNA diagnostic, conduct our ongoing and planned clinical trials and preclinical studies, continue our research and development activities, utilize third parties to manufacture our ecDTx and related raw materials, hire additional personnel, expand and protect our intellectual property, as well as incur additional costs associated with being a public company. If we obtain regulatory approval for any of our ecDTx, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials, preclinical studies, and our other research and development activities and capital expenditures.

Through March 31, 2024, we have raised a total of $253.6 million to fund our operations primarily from the gross proceeds from the sale and issuance of our convertible preferred stock. As of March 31, 2024, we had cash, cash equivalents, and short-term investments of $104.9 million. In April 2024, we completed our IPO pursuant to which we sold 6,250,000 shares of our common stock for gross proceeds of $100.0 million. Based upon our current operating plans, we believe that our existing cash, cash equivalents, and short-term investments, together with the net proceeds from our IPO, will be sufficient to fund our operations into the second half of 2026.

We do not have any products approved for sale and have not generated any revenue to date. We do not expect to generate any revenue from product sales until we successfully complete development and obtain regulatory approval for one or more of our ecDTx, which we expect will take a number of years and may never occur. We will need substantial additional funding in addition to the net proceeds of our IPO to support our continuing operations and pursue our long-term business plan, including to complete the development and commercialization of our ecDTx, if approved. Accordingly, until such time as we can generate significant revenue from sales of our ecDTx, if ever, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce, or terminate our research and development programs or other operations, or grant rights to develop and market ecDTx that we would otherwise prefer to develop and market ourselves.

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We rely, and expect to continue to rely, on third parties for the manufacture of our ecDTx for preclinical and clinical testing, as well as for commercial manufacture if any of our ecDTx obtain marketing approval. We are working with our current manufacturers to ensure that we will be able to scale up our manufacturing capabilities to support our clinical plans. In addition, we rely on third parties to package, label, store, and distribute our ecDTx, and we intend to rely on third parties for our commercial products if marketing approval is obtained. We believe that this strategy allows us to maintain a more efficient infrastructure by eliminating the need for us to invest in our own manufacturing facilities, equipment, and personnel while also enabling us to focus our expertise and resources on the discovery and development of our ecDTx.

Components of Our Results of Operations

Revenue

To date, we have not generated any revenue from the sale of products. We do not expect to generate any such revenue unless and until such time that our ecDTx have advanced through clinical development and regulatory approval, if ever. If we fail to complete

17


 

preclinical and clinical development of ecDTx or obtain regulatory approval for them, our ability to generate future revenues, and our results of operations and financial position would be adversely affected.

Operating Expenses

Our operating expenses consist of research and development expenses and general and administrative expenses.

Research and Development

Our research and development (R&D) expenses have related primarily to the building of our Spyglass platform, our ecDTx discovery efforts, our preclinical and clinical development activities, and the development of an ecDNA diagnostic test. Our R&D expenses consist of:

direct program costs, including:
costs incurred under agreements with our contract research organizations (CROs), investigative sites, and consultants to conduct our clinical trials and preclinical studies, as well as third party costs related to the development of an ecDNA diagnostic test,
expenses related to manufacturing our ecDTx for clinical trials and preclinical studies, including fees paid to third-party manufacturers; and
indirect costs, including:
personnel-related costs, including salaries, bonuses, benefits, travel, and stock-based compensation expenses for employees engaged in research and development functions,
the costs of outside services from third parties, including consultants,
the costs of lab and pharmacology supplies,
facilities-related costs, including rent and maintenance costs, and other costs including insurance, depreciation, supplies, and miscellaneous expenses, and
other costs, including costs related to travel, repairs and maintenance, service contracts, computer supplies, software, and publications and subscription services.

R&D expenses are recognized as incurred, and payments made prior to the receipt of goods or services to be used in R&D are capitalized until the goods or services are received. We use internal resources primarily to conduct our research and discovery activities as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We track direct costs on a development program specific basis. Indirect costs are not included in program costs, as these costs are general in nature and benefit all of our discovery efforts and development programs.

Although R&D activities are central to our business model, the successful development of our ecDTx is highly uncertain. There are numerous factors associated with the successful development of any ecDTx, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of development generally have higher development costs than those in earlier stages of development. As a result, we expect that our R&D expenses will increase substantially for the foreseeable future as we continue to conduct our ongoing R&D activities, advance preclinical research programs toward clinical development, conduct clinical trials, hire additional personnel, and maintain, expand, protect, and enforce our intellectual property portfolio.

Our future R&D expenses may vary significantly based on a wide variety of factors such as:

the number, scope, rate of progress, expense, and results of our discovery and preclinical activities and clinical trials;
per patient trial costs;
the number of trials required for approval;
the number of sites included in the trials;
the countries in which the trials are conducted;
the length of time required to enroll eligible patients;
the cost of developing an ecDNA diagnostic test;
the number of patients that participate in the trials;

18


 

the number of doses that patients receive;
the drop-out or discontinuation rates of patients;
the potential additional safety monitoring requested by regulatory agencies;
the duration of patient participation in the trials and follow-up;
the cost and timing of manufacturing our ecDTx;
the phase of development of our ecDTx;
the extent of changes in government regulation and regulatory guidance;
the efficacy and safety profile of our ecDTx;
the timing, receipt, and terms of any approvals from applicable regulatory authorities; and
the extent to which we establish collaboration, license, or other arrangements.

A change in the outcome of any of these variables with respect to development of any of our ecDTx could significantly change the costs and timing associated with the development of that ecDTx.

The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our current ecDTx or any future ecDTx may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our ecDTx. Preclinical and clinical development timelines, the probability of success, and total development costs can differ materially from expectations. We anticipate that we will make determinations as to which ecDTx to pursue and how much funding to direct to each ecDTx on an ongoing basis in response to the results of ongoing and future preclinical studies and clinical trials, regulatory developments, and our ongoing assessments as to each ecDTx’s commercial potential. We will need to raise substantial additional capital in the future. In addition, we cannot forecast which ecDTx may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

General and Administrative

General and administrative (G&A) expenses consist primarily of personnel-related costs, including salaries, bonuses, benefits, travel, and stock-based compensation expenses for employees in executive, accounting and finance, business development, legal, and other administrative functions. Other significant costs include allocated facility-related costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, insurance costs, and business development expenses.

We expect that our G&A expenses will increase substantially for the foreseeable future as we continue to increase our general and administrative headcount to support our continued R&D activities and, if any ecDTx receive marketing approval, commercialization activities, as well as to support our operations generally. We also expect to incur increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income earned on our cash, cash equivalents, and investments.

 

 

19


 

Results of Operations

Comparison of the Three Months Ended March 31, 2024 and 2023

The following table summarizes our results of operations for each of the periods indicated (in thousands):

 

 

 

Three months ended
March 31,

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

Operating expenses: