Bicycle Therapeutics PLC 10-Q for FY2020 Q2

Bicycle Therapeutics PLC (BCYC)

10-Q 2020-08-05 For: 2020-06-30

Added on April 06, 2026

About this 10-Q

Bicycle Therapeutics PLC filed this 10-Q on August 5, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).

Headline figures

Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.57M; up 3.2% from $1.52M a year earlier
Net loss: $12.12M; compared with a net loss of $10.22M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


England and Wales		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

B900, Babraham Research Campus Cambridge, United Kingdom		CB22 3AT
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.01 per share *	n/a	The Nasdaq Stock Market LLC
American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share	BCYC	The Nasdaq Stock Market LLC


Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ⌧	Smaller reporting company ⌧
	Emerging growth company ⌧


		Page
PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Shares and Shareholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	48

Item 4.	Controls and Procedures	49

PART II - OTHER INFORMATION		50

Item 1.	Legal Proceedings	50

Item 1A	Risk Factors	51

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	108

Item 3.	Defaults Upon Senior Securities	108

Item 4.	Mine Safety Disclosures	108

Item 5.	Other Information	108

Item 6.	Exhibits	108

SIGNATURES		110


	June 30,		December 31,
	2020		2019
Assets
Current assets:
Cash	$	96,910	$	92,117
Accounts receivable		489		201
Prepaid expenses and other current assets		4,318		4,884
Research and development incentives receivable		10,814		6,944
Total current assets		112,531		104,146
Property and equipment, net		2,173		2,292
Operating lease right-of-use assets		1,627		2,056
Other assets		2,271		1,700
Total assets	$	118,602	$	110,194
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	3,338	$	1,949
Accrued expenses and other current liabilities		8,221		6,144
Deferred revenue, current portion		5,419		728
Total current liabilities		16,978		8,821
Operating lease liabilities		850		1,251
Deferred revenue, net of current portion		27,663		4,929
Other long‑term liabilities		2,085		1,995
Total liabilities		47,576		16,996
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, £0.01 nominal value; 31,995,653 shares authorized at June 30, 2020 and December 31, 2019; 18,091,657 and 17,993,701 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		228		227
Additional paid-in capital		198,507		195,056
Accumulated other comprehensive loss		(3,720)		(1,535)
Accumulated deficit		(123,989)		(100,550)
Total shareholders’ equity		71,026		93,198
Total liabilities and shareholders’ equity	$	118,602	$	110,194


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Collaboration revenues	$	1,571	$	1,522	$	2,700	$	7,906
Operating expenses:
Research and development		7,958		6,537		15,728		12,813
General and administrative		6,196		2,973		11,197		6,375
Total operating expenses		14,154		9,510		26,925		19,188
Loss from operations		(12,583)		(7,988)		(24,225)		(11,282)
Other income (expense):
Interest and other income, net		371		90		583		154
Other expense, net		—		(2,184)		—		(5,377)
Total other income (expense), net		371		(2,094)		583		(5,223)
Net loss before income tax provision		(12,212)		(10,082)		(23,642)		(16,505)
(Benefit from) provision for income taxes		(97)		135		(204)		215
Net loss	$	(12,115)	$	(10,217)	$	(23,438)	$	(16,720)
Net loss attributable to ordinary shareholders	$	(12,115)	$	(10,217)	$	(23,438)	$	(16,720)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.67)	$	(1.40)	$	(1.30)	$	(4.08)
Weighted average ordinary shares outstanding, basic and diluted		18,077,770		7,298,139		18,024,314		4,101,564

Comprehensives Loss:
Net loss	$	(12,115)	$	(10,217)	$	(23,438)	$	(16,720)
Other comprehensive income (loss):
Foreign currency translation adjustment		(1)		(1,512)		(2,185)		(432)
Total comprehensive loss	$	(12,116)	$	(11,729)	$	(25,623)	$	(17,152)


															Accumulated
	Series A			Series B1			Series B2								Other				Total
	Convertible			Convertible			Convertible						Additional		Comprehensive				Shareholders’
	Preferred Shares			Preferred Shares			Preferred Shares			Ordinary Shares			Paid‑in		Income		Accumulated		Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		(Loss)		Deficit		(Deficit)
Balance at December 31, 2019	—	$	—	—	$	—	—	$	—	17,993,701	$	227	$	195,056	$	(1,535)	$	(100,550)	$	93,198
Issuance of ordinary shares upon exercise of share options	—		—	—		—	—		—	1,071		—		2		—		—		2
Issuance of ordinary shares upon exercise of warrants	—		—	—		—	—		—	21,435		—		—		—		—		—
Share-based compensation expense	—		—	—		—	—		—	—		—		2,121		—		—		2,121
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		—		(2,184)		—		(2,184)
Net loss	—		—	—		—	—		—	—		—		—		—		(11,324)		(11,324)
Balance at March 31, 2020	—	$	—	—	$	—	—	$	—	18,016,207	$	227	$	197,179	$	(3,719)	$	(111,874)	$	81,813
Issuance of ordinary shares upon exercise of share options	—		—	—		—	—		—	4,000		—		9		—		—		9
Issuance of ordinary shares upon exercise of warrants	—		—	—		—	—		—	71,450		1		—		—		—		1
Share-based compensation expense	—		—	—		—	—		—	—		—		1,319		—		—		1,319
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		—		(1)		—		(1)
Net loss	—		—	—		—	—		—	—		—		—		—		(12,115)		(12,115)
Balance at June 30, 2020	—	$	—	—	$	—	—	$	—	18,091,657	$	228	$	198,507	$	(3,720)	$	(123,989)	$	71,026


Balance at December 31, 2018	2,800,001	$	41,820	3,947,198	$	54,621	1,323,248	$	25,756	814,728	$	10	$	1,857	$	(1,751)	$	(69,942)	$	(69,826)
Issuance of convertible preferred shares	—		—	—		—	80,385		1,583	—		—		—		—		—		—
Issuance of restricted share awards	—		—	—		—	—		—	27,304		1		103		—		—		104
Issuance of ordinary shares upon exercise of share options	—		—	—		—	—		—	3		—		—		—		—		—
Share‑based compensation expense	—		—	—		—	—		—	—		—		172		—		—		172
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		—		1,080		—		1,080
Net loss	—		—	—		—	—		—	—		—		—		—		(6,503)		(6,503)
Balance at March 31, 2019	2,800,001	$	41,820	3,947,198	$	54,621	1,403,633	$	27,339	842,035	$	11	$	2,132	$	(671)	$	(76,445)	$	(74,973)
Conversion of convertible preferred shares to ordinary shares	(2,800,001)		(41,820)	(3,947,198)		(54,621)	(1,403,633)		(27,339)	11,647,529		146		123,634		—		—		123,780
Reclassification of warrant liability to additional paid-in capital and exercise of warrants	—		—	—		—	—		—	702,557		9		10,018		—		—		10,027
Issuance of ADSs in initial public offering, net of underwriting discounts, commissions and offering expenses of $8.4 million	—		—	—		—	—		—	4,637,666		59		56,469		—		—		56,528
Issuance of restricted share awards	—		—	—		—	—		—	56,643		1		292		—		—		293
Issuance of ordinary shares upon exercise of share options	—		—	—		—	—		—	14,301		—		21		—		—		21
Share-based compensation expense	—		—	—		—	—		—	—		—		612		—		—		612
Foreign currency translation adjustment	—		—	—		—	—		—	—		—		—		(1,512)		—		(1,512)
Net loss	—		—	—		—	—		—	—		—		—		—		(10,217)		(10,217)
Balance at June 30, 2019	—		—	—		—	—		—	17,900,731		226		193,178		(2,183)		(86,662)		104,559


	Six Months Ended
	Ended
	June 30,
	2020		2019
Cash flows from operating activities:
Net loss	$	(23,438)	$	(16,720)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation expense		3,440		1,181
Depreciation and amortization		615		443
Change in fair value of warrant liability		—		5,381
Changes in operating assets and liabilities:
Accounts receivable		(332)		4,955
Research and development incentives receivable		(4,446)		(3,518)
Prepaid expenses and other current assets		267		(60)
Operating lease right‑of‑use assets		374		352
Other assets		(292)		(124)
Accounts payable		1,325		530
Accrued expenses and other current liabilities		2,050		(978)
Lease liabilities		4		(351)
Deferred revenue		29,013		(4,329)
Other long-term liabilities		233		429
Net cash provided by (used in) operating activities		8,813		(12,809)
Cash used in investing activities:
Purchases of property and equipment		(621)		(881)
Net cash used in investing activities		(621)		(881)
Cash flows from financing activities:
Proceeds from issuance of series B2 convertible preferred shares, net of issuance costs		—		1,334
Proceeds from the issuance of ADSs in initial public offering, net of issuance costs		—		57,768
Proceeds from the exercise of share options and sale of ordinary shares		11		21
Proceeds from the exercise of warrants		1		6
Net cash provided by financing activities		12		59,129
Effect of exchange rate changes on cash		(3,411)		(283)
Net increase in cash		4,793		45,156
Cash at beginning of period		92,117		63,380
Cash at end of period	$	96,910	$	108,536
Supplemental disclosure of cash flow information
Cash paid for income taxes		38		73
Public offering costs accrued but not paid		274		664
Cash paid for amounts included in the measurement of operating lease liabilities		406		447
Purchases of property and equipment included in accounts payable and accrued expenses		12		—
Conversion of convertible preferred shares to ordinary shares upon closing of the initial public offering		—		123,780
Reclassification of warrant liability to additional paid-in capital		—		10,021


				Weighted
		Weighted		Average	Aggregate
	Number of	Average		Contractual	Intrinsic
	Shares	Exercise Price		Term	Value
				(in years)	(in thousands)
Outstanding as of December 31, 2019	2,634,346	$	9.57	9.04	$	2,868
Granted	1,174,434		10.88	—		—
Exercised	(5,071)		2.29	—		—
Forfeited	(149,697)		10.72	—		—
Outstanding as of June 30, 2020	3,654,012	$	9.91	8.94	$	21,378
Vested and expected to vest as of June 30, 2020	3,654,012	$	9.91	8.94	$	21,378
Options exercisable as of June 30, 2020	1,168,098	$	8.06	8.18	$	9,655


	Three				Six
	Months				Months
	Ended				Ended
	June 30,				June 30,
	2020		2019		2020		2019
Risk-free interest rate	0.4	%	2.2	%	1.5	%	2.2
Expected volatility	76.8	%	78.0	%	74.1	%	78.1
Expected dividend yield	—		—		—		—
Expected term (in years)	6.1		5.8		6.0		5.9


	Three Months				Six Months
	Ended				Ended
	June 30,				June 30,
	2020		2019		2020		2019
Collaboration revenues
AstraZeneca	$	319	$	362	$	731	$	787
Sanofi		—		57		—		6,016
Dementia Discovery Fund		56		103		112		103
Material transfer agreement		—		1,000		—		1,000
Genentech		1,196		—		1,857		—
Total collaboration revenues	$	1,571	$	1,522	$	2,700	$	7,906


	Allocation of
Performance Obligations	Transaction Price
Target Three Research License and Related Services	$	650
Target 3 Material Right		1,504
Target 4 Material Right		1,204
Target 5 Material Right		1,165
Target 6 Material Right		1,127
	$	5,650


	Balance at						Impact of		Balance at
	Beginning of						Exchange		End of
	Period		Additions		Deductions		Rates		Period
Period ended June 30, 2020
Contract assets	$	—	$	—	$	—	$	—	$	—
Contract liabilities:
Deferred revenue
AstraZeneca collaboration deferred revenue		4,913		271		(33)		(344)		4,807
DDF collaboration deferred revenue		744		—		(112)		(50)		582
Genentech collaboration deferred revenue		—		31,000		(1,857)		(1,450)		27,693
Total deferred revenue	$	5,657	$	31,271	$	(2,002)	$	(1,844)	$	33,082


Year Ending December 31,
2020	$	443
2021		753
2022		443
2023		—
Present value adjustment		(136)
Total lease liabilities	$	1,503
Less: current lease liabilities		(653)
Long term lease liabilities	$	850


	June 30,		December 31,
	2020		2019
Laboratory equipment	$	4,529	$	4,326
Leasehold improvements		363		300
Computer equipment and software		176		229
Furniture and office equipment		165		120
		5,233		4,975
Less: Accumulated depreciation and amortization		(3,060)		(2,683)
	$	2,173	$	2,292


	Three Months Ended June 30,
	2020		2019		Change

	(in thousands)
Collaboration revenues	$	1,571	$	1,522	$	49
Operating expenses:
Research and development		7,958		6,537		1,421
General and administrative		6,196		2,973		3,223
Total operating expenses		14,154		9,510		4,644
Loss from operations		(12,583)		(7,988)		(4,595)
Other income (expense):
Interest and other income		371		90		281
Other expense, net		—		(2,184)		2,184
Total other income (expense), net		371		(2,094)		2,465
Net loss before income tax provision		(12,212)		(10,082)		(2,130)
(Benefit from) provision for income taxes		(97)		135		(232)
Net loss	$	(12,115)	$	(10,217)	$	(1,898)


	Six Months Ended June 30,
	2020		2019		Change

	(in thousands)
Collaboration revenues	$	2,700	$	7,906	$	(5,206)
Operating expenses:
Research and development		15,728		12,813		2,915
General and administrative		11,197		6,375		4,822
Total operating expenses		26,925		19,188		7,737
Loss from operations		(24,225)		(11,282)		(12,943)
Other income (expense):
Interest and other income, net		583		154		429
Other expense, net		—		(5,377)		5,377
Total other expense, net		583		(5,223)		5,806
Net loss before income tax provision		(23,642)		(16,505)		(7,137)
Benefit from income taxes		(204)		215		(419)
Net loss	$	(23,438)	$	(16,720)	$	(6,718)


Exhibit Number		Description

3.1		Articles of Association (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-231076), filed with the Securities and Exchange Commission on May 13, 2019).

10.1		Controlled Equity Offering^SM Sales Agreement, dated June 5, 2020, among Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Bicycle Therapeutics plc (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 (File No. 333-238996), filed with the Securities and Exchange Commission on June 5, 2020.


Exhibit Number		Description

10.2*		Bicycle Therapeutics plc 2020 Equity Incentive Plan and forms of award thereunder.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*#		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	BICYCLE THERAPEUTICS PLC

Date: August 5, 2020	By:	/s/ Kevin Lee
		Kevin Lee, Ph.D., MBA
		Chief Executive Officer

		(Principal Executive Officer)

Date: August 5, 2020	By:	/s/ Lee Kalowski
		Lee Kalowski, MBA
		Chief Financial Officer and President

		(Principal Financial and Accounting Officer)

Participant:
Grant Date:
Exercise Price per Share:
Shares Subject to the Option:
Final Expiration Date:
Vesting Commencement Date:
Vesting Schedule³:		[The Option shall vest in full on the Grant Date]⁴. [1/36^th of the total number of Shares under Option shall vest at the end of each calendar month following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date]⁵. [1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36^th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]⁶.

BICYCLE THERAPEUTICS PLC		PARTICIPANT
By:
:	Name	[Participant Name]
	Title:

Participant:
Grant Date:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule¹¹:		[The Award shall vest in full on the Grant Date]¹². [1/12^th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date]¹³. [1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12^th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]¹⁴.

Participant:
Grant Date:
Target Number of PSUs:
Vesting Commencement Date:
Vesting Schedule¹⁸:		Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met: [1/12^th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date]¹⁹. [1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12^th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]²⁰.