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.

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 ~~5, 2022,~~4, 2023, the registrant had ~~37,471,669~~37,813,315 shares of common stock outstanding.

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

CONDENSED STATEMENTS OF ~~CONVERTIBLE PREFERRED STOCK AND~~ STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~


																						Three Months Ended March 31, 2023
																												Accumulated
																										Additional		Other						Total
																						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
																						Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2022																							37,797,902	$	—	$	467,513	$	(919	)	$	(295,088	)	$	171,506
Vesting of restricted stock units																							15,135		—		—		—			—			—
Stock-based compensation																							—		—		2,476		—			—			2,476
Unrealized gain on available-for-sale investments																							—		—		—		684			—			684
Net loss																							—		—		—		—			(16,980	)		(16,980	)
Balance at March 31, 2023																							37,813,037	$	—	$	469,989	$	(235	)	$	(312,068	)	$	157,686

	Three Months Ended March 31, 2022																					Three Months Ended March 31, 2022
													Accumulated															Accumulated
											Additional		Other						Total							Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'			Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity			Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2021		—		$	—			37,399,694	$	—	$	457,430	$	(321	)	$	(206,990	)	$	250,119			37,399,694	$	—	$	457,430	$	(321	)	$	(206,990	)	$	250,119
Vesting of restricted stock units		—			—			25,834		—		—		—			—			—			25,834		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—			—			45,784		—		107		—			—			107			45,784		—		107		—			—			107
Vesting of early exercised options		—			—			—		—		2		—			—			2			—		—		2		—			—			2
Stock-based compensation		—			—			—		—		2,919		—			—			2,919			—		—		2,919		—			—			2,919
Unrealized loss on available-for-sale investments		—			—			—		—		—		(1,075	)		—			(1,075	)		—		—		—		(1,075	)		—			(1,075	)
Net loss		—			—			—		—		—		—			(23,678	)		(23,678	)		—		—		—		—			(23,678	)		(23,678	)
Balance at March 31, 2022		—		$	—			37,471,312	$	—	$	460,458	$	(1,396	)	$	(230,668	)	$	228,394			37,471,312	$	—	$	460,458	$	(1,396	)	$	(230,668	)	$	228,394

	Three Months Ended March 31, 2021
													Accumulated
	Convertible										Additional		Other						Total
	Preferred Stock						Common				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital		Loss			Deficit			Equity (Deficit)
Balance at December 31, 2020		15,232,275		$	105,296			2,130,139	$	—	$	3,452	$	—		$	(108,399	)	$	(104,947	)
Issuance of Series C-2 convertible preferred stock, net of issuance cost of $42		5,611,059			51,902			—		—		—		—			—			—
Reclassification of convertible preferred stock purchase right liability to equity upon issuance of convertible C-2 preferred stock		—			31,308			—		—		—		—			—			—
Conversion of convertible preferred stock to common stock		(20,843,334	)		(188,506	)		20,843,334		—		188,506		—			—			188,506
Issuance of common stock upon initial public offering, net of issuance costs of $22,541		—			—			13,225,000		—		241,959		—			—			241,959
Issuance of common stock upon exercise of common stock warrants		—			—			82,603		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—			—			50,770		—		129		—			—			129
Vesting of early exercised options and restricted stock awards		—			—			—		—		10		—			—			10
Stock-based compensation		—			—			—		—		2,109		—			—			2,109
Unrealized gain on available-for-sale investments		—			—			—		—		—		(64	)		—			(64	)
Net loss		—			—			—		—		—		—			(24,454	)		(24,454	)
Balance at March 31, 2021		—		$	—			36,331,846	$	—	$	436,165	$	(64	)	$	(132,853	)	$	303,248

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


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(23,678	)	$	(24,454	)	$	(16,980	)	$	(23,678	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		357			272			467			357
Stock-based compensation expense		2,919			2,109			2,476			2,919
Accretion of premium/discount on marketable securities		466			271			(852	)		466
Change in fair value of convertible preferred stock purchase rights liabilities		—			6,084
Non-cash lease expense		1,171			530			719			1,171
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(2,120	)		(1,351	)		(1,377	)		(2,120	)
Accounts payable and accrued expenses		(2,392	)		(88	)		(6,611	)		(2,392	)
Operating lease liabilities		(982	)		66			(559	)		(982	)
Deferred revenue		(51	)		—			(683	)		(51	)
Other long-term liabilities		(4	)		2			1			(4	)
Net cash used in operating activities		(24,314	)		(16,559	)		(23,399	)		(24,314	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(605	)		(58	)		(3	)		(605	)
Purchases of marketable securities		(76,084	)		(198,069	)		(42,883	)		(76,084	)
Maturities of marketable securities		117,534			7,606			71,877			117,534
Net cash provided by (used in) investing activities		40,845			(190,521	)
Net cash provided by investing activities								28,991			40,845
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock, net of issuance cost		—			51,902
Proceeds from initial public offering, net of issuance cost		—			244,988
Proceeds from issuance of common stock		107			129			—			107
Net cash provided by financing activities		107			297,019			—			107
Net increase in cash		16,638			89,939			5,592			16,638
Cash, cash equivalents and restricted cash at beginning of year		28,948			7,107			10,809			28,948
Cash, cash equivalents and restricted cash at end of period	$	45,586		$	97,046		$	16,401		$	45,586
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	44,021		$	95,481		$	14,836		$	44,021
Restricted cash		1,565			1,565			1,565			1,565
Total cash, cash equivalents and restricted cash	$	45,586		$	97,046		$	16,401		$	45,586
Supplemental schedule of non-cash investing and financing activities:
Vesting of early exercised options	$	2		$	10		$	—		$	2
Purchases of property and equipment included in accounts payable and accrued liabilities	$	231		$	37		$	46		$	231
Deferred offering costs in accounts payable and accrued liabilities	$	64		$	672		$	102		$	64

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

3. Fair Value Measurements and Fair Value of Financial Instruments

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

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

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are ~~not~~not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—~~Unobservable~~Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

During the three months ended March 31, ~~2022,~~2023, financial assets measured on a recurring basis consist of cash invested in money market accounts, short-term investments, and long-term investments. The fair value of ~~short-term~~short- and long-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, bids and/or offers.

There were 0no transfers within the hierarchy during the three months ended March 31, ~~2022~~2023 or ~~2021.~~2022.

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at March 31, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):


	March 31, 2022									March 31, 2023
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
Asset-backed securities	$	19,067	$	—	$	(96	)	$	18,971	$	20,009	$	20	$	(75	)	$	19,954
U.S. treasury securities		84,988		1		(693	)		84,296		43,644		19		(158	)		43,505
Other government agency securities		5,054		—		(70	)		4,984		9,787		41		—			9,828
Commercial paper		30,914		—		—			30,914		47,282		—		—			47,282
Corporate debt securities		62,560		1		(539	)		62,022		35,642		11		(93	)		35,560
Total	$	202,583	$	2	$	(1,398	)	$	201,187	$	156,364	$	91	$	(326	)	$	156,129


	December 31, 2021									December 31, 2022
	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
Asset-backed securities	$	34,058	$	—	$	(18	)	$	34,040	$	12,754	$	11	$	(99	)	$	12,666
U.S. treasury securities		39,985		—		(171	)		39,814		54,747		1		(517	)		54,231
Other government agency securities		5,068		—		(22	)		5,046		5,009		—		(29	)		4,980
Commercial paper		64,956		—		—			64,956		56,170		—		—			56,170
Corporate debt securities		100,438		12		(122	)		100,328		55,827		—		(287	)		55,540
Total	$	244,505	$	12	$	(333	)	$	244,184	$	184,507	$	12	$	(932	)	$	183,587

7As of March 31, 2023, the unrealized losses for available-for-sale investments were primarily due to changes in interest rates and not due to increased credit risks associated with specific securities. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. The Company does not currently intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at the time of maturity. As of March 31, 2023, no allowance for credit losses was recorded and the Company did not recognize any impairment losses related to investments.

The tables below show the gross unrealized losses and fair value of the Company's available-for-sale securities with unrealized losses that are not deemed to have credit losses (in thousands), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022, respectively:


	March 31, 2023
	Less Than 12 Months					More Than 12 Months					Total
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Asset-backed securities	$	5,027	$	(6	)	$	14,927	$	(69	)	$	19,954	$	(75	)
U.S. treasury securities		17,834		(14	)		25,671		(144	)		43,505		(158	)
Corporate debt securities		1,999		(1	)		33,561		(92	)		35,560		(93	)
	$	24,860	$	(21	)	$	74,159	$	(305	)	$	99,019	$	(326	)


	December 31, 2022
	Less Than 12 Months					More Than 12 Months					Total
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Asset-backed securities	$	3,180	$	(5	)	$	9,485	$	(94	)	$	12,665	$	(99	)
U.S. treasury securities		14,723		(28	)		39,508		(489	)		54,231		(517	)
Other government agency securities		—		—			4,980		(29	)		4,980		(29	)
Corporate debt securities		6,977		(32	)		48,563		(255	)		55,540		(287	)
	$	24,880	$	(65	)	$	102,536	$	(867	)	$	127,416	$	(932	)

Accrued interest receivable on available-for-sale securities were $0.4 million and $0.5 million at March 31, 2023 and December 31, 2022, respectively, which are recorded in cash and cash equivalents line item on the Company's condensed balance sheets. The Company has not written off any accrued interest receivables for the year ended March 31, 2023.

At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair values of the Company’s assets, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):


	March 31, 2022								March 31, 2023
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Money market funds	$	41,750	$	41,750	$	—	$	—	$	12,550	$	12,550	$	—	$	—
Asset-backed securities		18,971		—		18,971		—		19,954		—		19,954		—
U.S. treasury securities		84,296		84,296		—		—		43,505		43,505		—		—
Other government agency securities		4,984		—		4,984		—		9,828		—		9,828		—
Commercial paper		30,914		—		30,914		—		47,282		—		47,282		—
Corporate debt securities		62,022		—		62,022		—		35,560		—		35,560		—
Total	$	242,937	$	126,046	$	116,891	$	—	$	168,679	$	56,055	$	112,624	$	—


	December 31, 2021								December 31, 2022
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Money market funds	$	22,917	$	22,917	$	—	$	—	$	6,885	$	6,885	$	—	$	—
Asset-backed securities		34,040		—		34,040		—		12,666		—		12,666		—
U.S. treasury securities		39,814		39,814		—		—		54,231		54,231		—		—
Other government agency securities		5,046		—		5,046		—		4,980		—		4,980		—
Commercial paper		64,956		—		64,956		—		56,170		—		56,170		—
Corporate debt securities		100,328		—		100,328		—		55,540		—		55,540		—
Total	$	267,101	$	62,731	$	204,370	$	—	$	190,472	$	61,116	$	129,356	$	—

10. Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding, but subject to repurchase by the Company (in thousands, except share and per share amounts):


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Numerator:
Net loss	$	(23,678	)	$	(24,454	)	$	(16,980	)	$	(23,678	)
Denominator:
Weighted average common shares outstanding		37,433,685			21,507,171			37,801,602			37,433,685
Weighted average common stock outstanding subject to repurchase related to unvested early exercised stock options and restricted stock awards		(305,809	)		(44,952	)		(117,579	)		(305,809	)
Weighted average warrants to purchase common stock		—			36,087
Weighted average common shares outstanding - basic and diluted		37,127,876			21,498,306			37,684,023			37,127,876
Net loss per share attributable to common stockholders, basic and diluted	$	(0.64	)	$	(1.14	)	$	(0.45	)	$	(0.64	)

Potentially dilutive shares to be issued under the ESPP as of March 31, ~~2022~~2023 and ~~2021~~2022 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial. In addition, potential dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


	As of March 31,				As of March 31,
	2022		2021		2023		2022
Common stock options issued and outstanding		7,284,154		5,003,518		10,459,470		7,284,154
Common stock outstanding subject to repurchase related to unvested early exercised stock options and restricted stock awards		263,559		42,822		104,182		263,559
Total		7,547,713		5,046,340		10,563,652		7,547,713

1518

SPECIAL Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of 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 are forward-looking statements, including statements regarding:

•

~~any impact of the COVID-19 pandemic, or responses to the pandemic, on our business, collaborations, clinical trials or personnel;~~

•

our expectations regarding the success of our development and commercialization strategy and our product candidates;

•

our expectations regarding the operation of our product candidates, collaborations and related benefits;

•

our beliefs regarding our industry;

•

our beliefs regarding the success, cost and timing of our product candidate development and collaboration activities and current and future clinical trials and studies;

•

our beliefs regarding the potential markets for our product candidates, collaborations and our and our collaborators’ ability to serve those markets;

•

our ability to attract and retain key personnel;

•

our ability to obtain funding for our operations, including funding necessary to complete further development and any commercialization of our product candidates; and

•

regulatory developments in the United States (the “U.S.”) and foreign countries, with respect to our product candidates.

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance and 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 terminology such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” or the negative of these terms or other comparable terminology. 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 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 on Form 10-Q and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on March ~~30, 2022.~~29, 2023. 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. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. 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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

We have common law trademark rights in the unregistered marks “Bolt Biotherapeutics, Inc.,” “Boltbody,” and the Bolt Biotherapeutics logo in certain jurisdictions. Solely for convenience, trademarks and tradenames referred to in this Quarterly Report on Form 10-Q appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

1619

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

The following discussion and analysis of our financial condition as of March 31, ~~2022~~2023 and results of operations for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings, including our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on March ~~30, 2022.~~29, 2023. Except as otherwise indicated herein or as the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Bolt Bio,” “the Company,” “we,” “us” and “our” refer to Bolt Biotherapeutics, Inc.

Overview

We are ~~pioneering~~ a ~~new class~~clinical-stage biopharmaceutical company developing novel immunotherapies for the treatment of ~~immuno-oncology agents that combine~~cancer. Our pipeline candidates are built on our deep expertise in myeloid biology and cancer drug development, uniting the targeting precision of antibodies with the power of ~~both~~ the innate and adaptive immune ~~systems.~~system to reprogram the tumor microenvironment for a productive anti-cancer response. Our proprietary Boltbody™ ISAC (immune-stimulating antibody conjugate) platform technology combines tumor-targeting antibodies with immune-stimulating linker-payloads to create productive anti-tumor immune responses. We believe this approach ~~uses immunostimulants~~has the potential to ~~engage~~create products that work with a patient’s own immune system, resulting in anti-cancer efficacy with very good tolerability. Having explored hundreds of linker-payloads and ~~activate myeloid cells, including macrophages~~dozens of different tumor targets, we know the importance of both the linker-payload and ~~dendritic cells, that directly kill tumor cells via phagocytosis~~the antibody and ~~expose tumor neoantigens to the adaptive immune system. This leads to recruitment~~have developed a library of ~~cytotoxic T cells~~linker-payloads for use in our own development programs and additional tumor-killing myeloid cells thereby converting immunologically “cold” tumors to “hot” tumors. Preclinical data demonstrate that this process leads to the development of systemic immunological memory with epitope spreading to neoantigens thatin our collaborations.

Our first Boltbody ISAC is ~~critical to achieving a long-term anti-tumor response. Our~~our BDC-1001 program, ~~currently in~~targeting a tumor antigen known as HER2. BDC-1001 recently completed the Phase 1 stage of clinical development and we have determined a recommended Phase 2 dose for further clinical evaluation. BDC-1001 is advancing into a Phase 1/2 ~~clinical trial, and our BDC-2034~~ program ~~expected to enter the clinic later in 2022, both come from the Boltbody ISAC platform.~~that includes four different HER2-positive solid tumor types. Our expertise in myeloid cell biology also forms the foundation for additional, innovative ~~ways to target the immune activation~~immuno-oncology approaches that complement our Boltbody ISAC platform. AnA prime example ~~of this approach~~ is BDC-3042, our Dectin-2 agonist antibody program. BDC-3042 is being developed to repolarize critical cells in the tumor microenvironment ~~by targeting cell-surface receptors on macrophages.~~known as tumor-associated macrophages (TAMs). Dectin-2 agonism results in these ~~tumor-associated macrophages (TAMs)~~TAMs changing ~~to the tumor-destructive M1 phenotype,~~ away from the M2 phenotype that suppresses immune responses and supports tumor ~~growth.~~growth into a tumor-destructive M1 phenotype.

Since our inception in January 2015, we have focused primarily on organizing and staffing our company, business planning, and licensing, developing intellectual property, raising capital, developing ~~our~~ product candidates, and conducting preclinical studies and early clinical trials. Prior to the completion of our initial public offering in February 2021, we funded our operations primarily through private placements of our convertible preferred stock for gross proceeds of $173.7 million. In February 2021, we completed our initial public offering of 13,225,000 shares of our common stock at a price to the public of $20.00 per share, including the exercise in full by the underwriters of their option to purchase 1,725,000 additional shares of our common stock. Including the option exercise, the aggregate net proceeds to us from the offering was approximately $242.0 million, net of underwriting discounts, commissions, and other offering expenses. In May 2021, we issued 821,045 shares of our common stock to Genmab for gross proceeds of approximately $15.0 million.

We have not recorded any revenue from product sales. To date, our only revenue has been derived from our collaborations with Toray, Genmab, and Innovent. In March 2019, we entered into the Toray Agreement to jointly develop and commercialize a Boltbody ISAC utilizing a Toray proprietary antibody. In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer. The research collaboration will evaluate multiple bispecific ISAC product candidate concepts with the potential to identify up to three clinical candidates for development. In August 2021, we entered into an oncology research and development collaboration with Innovent to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our ~~advanced~~Boltbody ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments with the potential to provide significant benefit to patients.

In September 2021, we entered into a clinical collaboration and supply agreement with BMS to study BDC-1001 in combination with BMS’s nivolumab, a leading PD-1 checkpoint inhibitor, for the treatment of patients with HER2-expressing solid tumors. Under the BMS Agreement, BMS will be providing nivolumab at no cost to us and we will sponsor, fund, and conduct the initial Phase 1/2 clinical trial in accordance with an agreed-upon protocol. We initiated the clinical trial evaluating the combination of nivolumab and BDC-1001 in the fourth quarter of 2021. In September 2022, we entered into a clinical supply agreement, or the Roche Agreement, with Roche to study BDC-1001 in combination with Roche’s pertuzumab (Perjeta®), a compound approved for the treatment of HER2-positive breast cancer. Under the Roche Agreement, Roche will be providing pertuzumab at no cost to us and we will sponsor, fund, and conduct an initial Phase 2 clinical trial in accordance with an agreed-upon protocol. The Phase 2 continuation of our initial Phase 1/2 study will explore efficacy in patients with HER2-positive colorectal, gastroesophageal, and endometrial cancer. These tumor types will be studied in three distinct cohorts and the study is expected to commence in 2023. This study is designed to explore combination with nivolumab after demonstration of monotherapy activity. A second two-arm Phase 2 study will evaluate BDC-1001 monotherapy and BDC-1001 in combination with pertuzumab in HER2-positive breast cancer.

We have incurred operating losses since our inception. Our net losses were ~~$23.7~~$17.0 million and ~~$24.5~~$23.7 million for the three months ended March 31, ~~2022~~2023 and ~~2021, respectively.~~2022. As of March 31, ~~2022,~~2023, we had an accumulated deficit of ~~$230.7~~$312.1 million. Substantially all of our net losses have resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and ~~increasing~~ operating losses for the foreseeable future ~~and we further expect our expenses will increase substantially~~ as we:

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conduct our ongoing and planned clinical trials;

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continue our research and development programs;

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expand our clinical, regulatory, quality and manufacturing capabilities;

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seek regulatory approvals for our product candidates; and

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operate as a public company.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials and preclinical studies, and our expenditures on other research and development activities.

~~Impact of the COVID-19 Pandemic~~Business Conditions and Macroeconomic Factors

~~Our business has been,~~Macroeconomic factors, such as increased inflation and ~~is expected~~interest rates, recessionary fears, financial and credit market fluctuations, changes in economic policy, global supply chain constraints, and recent and potential disruptions in access to bank deposits due to bank failures, have had, and we believe will continue to ~~be, impacted by the ongoing COVID-19 pandemic and resulting economic consequences wherever we~~ have, clinical trial sites or other business operations. In addition, the COVID-19 pandemic has caused, and could continue to cause significant disruption in the operations of contract development and manufacturing organizations, or CDMOs, contract research organizations, or CROs, and other third parties upon whom we rely. Many geographic regions have imposed restrictions to control the spread of COVID-19. Our headquarters are located in the San Francisco Bay Area and our CDMOs are located in the United States, Taiwan, South Korea, and the United Kingdom. At present, we have implemented a flexible work-from-home policy allowing employees to work from home in jobs where that is reasonable. The effects of the executive order and our work-from-home policies may negativelyan impact ~~productivity, disrupt~~on our business and ~~delay our clinical programs and timelines, the magnitude~~results of ~~which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. These and similar,~~operations. Similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.

~~To date,~~The effects of a pandemic or major geopolitical developments (such as the ~~COVID-19 pandemic has not had a material adverse impact~~war in Ukraine), and associated economic conditions, remain difficult to predict due to numerous uncertainties. We believe that the direct and indirect impacts of these business conditions and macroeconomic factors are difficult to isolate or quantify. See Part I, Item 1A, "Risk Factors" in our Annual Report on ~~our productivity or our business, and as of March~~Form 10-K for the year ended December 31, 2022, ~~we have not identified any significant disruption or impairment of our assets due to~~filed with the ~~pandemic. However, we cannot predict~~SEC on March 29, 2023, and the ~~potential future impacts of COVID-19~~Special Note Regarding Forward-Looking Statements elsewhere in this Quarterly Report on us and third parties with whom we conduct business. These impacts will depend on future developments that are highly uncertain and cannot be predicted at this time. Given these uncertainties, COVID-19 could impact our business operations and our ability to execute on our associated business strategies and initiatives, and adversely impact our consolidated results of operations and our financial condition in the future, and could disrupt the business of third parties with whom we do business, including our existing and potential future collaborators.Form 10-Q for additional details. We will continue to closely monitor and evaluate the nature and extent of ~~the impacts of COVID-19~~these macroeconomic factors on our business, consolidated results of operations, and financial condition.

Components of Results of Operations

Revenue

To date our only revenue has been collaboration revenue derived from our collaborations with Toray, Genmab, and Innovent. We are collaborating with Toray to develop a Boltbody ISAC that incorporates a proprietary Toray antibody against a novel tumor antigen target. We are jointly responsible for early-stage development and for providing technical and regulatory support, and Toray will pay for the program expenses through the end of Phase 1 development. In conjunction with the collaboration, Toray purchased 717,514 shares of our Series T convertible preferred stock for $10.0 million. We evaluated the collaboration together with Toray’s purchase of Series T convertible preferred stock and allocated $1.5 million from the stock purchase proceeds to deferred revenue, which we recognize, together with payments received from Toray ~~for~~as compensation based on agreed-upon full-time equivalent rates and ~~out of pocket~~out-of-pocket costs, as collaboration revenue over time as we fulfill our performance obligation to Toray. The research plan ~~is currently being~~and program development continue to be reevaluated by both parties and the outcome of this reevaluation may impact the scope and timing of our performance obligation to Toray.

In May 2021, we entered into an oncology research and development collaboration with Genmab to evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with our proprietary Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer. The research collaboration will evaluate multiple bispecific ISAC concepts to identify up to three clinical candidates for development. Genmab will fund the research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept. Under the Genmab Agreement, we received an upfront payment of $10.0 million and in conjunction with the collaboration, Genmab purchased 821,045 shares of our common stock for $15.0 million. We evaluated the collaboration together with Genmab’s purchase of our common stock and allocated $1.4 million from the stock purchase proceeds, ~~to deferred revenue, which we recognize,~~ together with the $10.0 million upfront payment, to deferred revenue. We recognize this deferred revenue, together with payments received from Genmab for compensation based on agreed-upon full-time equivalent rates and out-of-pocket costs, as collaboration revenue over time as we fulfill our performance obligation to Genmab.

In August 2021, we entered into an oncology research and development collaboration with Innovent to leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our ~~advanced~~Boltbody ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments with the potential to provide significant benefit to patients. Innovent will fund the initial research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept. Under the Innovent Agreement, the Company received an upfront payment of $5.0 million and a potential equity investment in our common stock of up to $10.0 million. These contracts have been evaluated together and no consideration from the Innovent SPA has been included in the total consideration for collaboration revenue. Innovent’s option to purchase our common stock under the Innovent SPA expired unexercised on May 25, 2022. We allocated the entire $5.0 million upfront payment to deferred revenue, which we recognize together with other payments received from Innovent as collaboration revenue over time as we fulfill our performance obligation to Innovent.

We expect that any collaboration revenue we generate from our current collaborations, and from any future collaboration partners, will fluctuate in the future as a result of the timing and ~~results~~outcome of development activities and the timing and amount paid, including upfront and milestone payments, and other factors.

We have not generated any revenue from product sales, and we do not expect to generate any revenue from product sales unless and until we obtain regulatory approval of and commercialize one of our product candidates.

Operating Expenses

Research and Development

Research and development expenses have related primarily to early research and discovery activities and to preclinical and clinical development of our product candidates. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

Research and development expenses include:

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costs related to manufacturing our product candidates for clinical trials and preclinical studies, including fees paid to third-party CDMOs;

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salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in research and development efforts;

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external research and development expenses, including lab materials and supplies and payments to CROs, investigative sites, and consultants to conduct our clinical trials and preclinical and non-clinical studies; and

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facilities and other allocated expenses which include direct and allocated expenses for rent, insurance, and other supplies.

Our direct research and development expenses consist principally of external costs, such as fees paid to CROs and consultants in connection with our clinical and preclinical studies, and costs related to manufacturing materials for our studies. Since our inception and through March 31, ~~2022,~~2023, the ~~vast~~ majority of our third-party expenses were related to the research and development of ~~BDC-1001.~~BDC-1001, BDC-3042, and other product candidates. With the exception of costs incurred to satisfy our performance obligations under our collaboration agreements, we do not allocate employee costs and costs associated with our discovery efforts, laboratory supplies, and facilities, including other indirect costs, to specific product candidates ~~because~~as these costs are associated with multiple programs and, as such, are not separately classified. We use internal resources primarily to conduct our research as well as for managing our preclinical development, process development, manufacturing, and clinical development activities. We deploy our personnel across all of our research and development activities and, as our employees work across multiple programs, we do not currently track our costs by product candidate.

We ~~plan~~expect to continue to ~~increase our~~incur research and development expenses for the foreseeable future as we continue the development of our product candidates, particularly as product candidates in later stages of development generally have higher development ~~costs than those in earlier stages of development.~~costs. We cannot determine with certainty the timing of initiation, the duration or the completion costs of future clinical trials and preclinical studies of our product candidates due to the inherently unpredictable nature of clinical and preclinical development. Clinical and preclinical development timelines, and the probability of success and development costs can differ materially from expectations.

We anticipate that we will make determinations as to which product candidates and development programs to pursue and how much funding to direct to each product candidate or program 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~~of each product candidate’s commercial potential. We will need to raise substantial additional capital in the future. In addition, we cannot forecast which product candidates 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.

Our future clinical development costs may vary significantly based on factors such as:

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the number and scope of preclinical and Investigational New Drug Application, or IND, ~~enabling~~-enabling studies;

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per-patient trial costs;

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the number of trials required for approval;

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the number of sites included in the trials;

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the countries in which the trials are conducted;

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the length of time required to enroll eligible patients;

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the number of patients who participate in the trials;

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the number of doses that patients receive;

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the drop-out or discontinuation rates of patients;

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potential additional safety monitoring requested by regulatory agencies;

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the duration of patient participation in the trials and through all follow-up;

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the cost and timing of manufacturing our product candidates;

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the phase of development of our product candidates; and

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the safety and efficacy profile of our product candidates.

General and Administrative

General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance, and other administrative functions. Other significant costs include legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, and facility-related costs. In February 2022, we early terminated the lease agreement for our former headquarters facility, which would have expired in January 2023. We received approximately $0.2 million in returned deposits, and extinguished operating lease assets and liabilities of approximately $0.4 million.

We expect ~~our~~to continue to incur general and administrative expenses ~~will increase~~ for the foreseeable future to support our ~~increased~~ongoing research and development activities and ~~increased~~the costs of operating as a public company. These ~~increased~~ costs will likely include ~~higher~~ expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums and investor relations costs associated with operating as a public company.

~~Change in Fair Value of Convertible Preferred Stock Purchase Right Liability~~

In connection with the issuance of our Series C-1 convertible preferred stock in June 2020, the investors agreed to buy, and we agreed to sell, additional shares of such preferred convertible stock at the original issue price upon the achievement of pre-defined milestones. These contractual obligations were required to be accounted for as liabilities and remeasured to fair value at each reporting date, with any change in the fair value reported as a component of other income (expense). In January 2021, with the completion of the Series C-2 convertible preferred stock financing, this contractual obligation was settled, and the convertible preferred stock purchase right liability was remeasured to fair value on the purchase date and reclassified to permanent equity.

Results of Operations

Comparison of the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022


	Three Months Ended March 31,									Three Months Ended March 31,
	2022			2021			Change			2023			2022			Change
	(Unaudited, in thousands)									(Unaudited, in thousands)
Collaboration revenue	$	813		$	—		$	813		$	1,826		$	813		$	1,013
Operating expenses:
Research and development		18,385			14,127			4,258			14,625			18,385			(3,760	)
General and administrative		6,304			4,299			2,005			5,616			6,304			(688	)
Total operating expenses		24,689			18,426			6,263			20,241			24,689			(4,448	)
Loss from operations		(23,876	)		(18,426	)		(5,450	)		(18,415	)		(23,876	)		5,461
Other income (expense), net:
Interest income, net		198			56			142			1,435			198			1,237
Change in fair value of preferred stock purchase right liability		—			(6,084	)		6,084
Other income (expense), net		198			(6,028	)		6,226
Net income (loss)	$	(23,678	)	$	(24,454	)	$	776
Total other income (expense), net											1,435			198			1,237
Net loss										$	(16,980	)	$	(23,678	)	$	6,698

Collaboration Revenue

Revenue was ~~$0.8~~$1.8 million and ~~nil~~$0.8 million for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~Revenue~~The increase in ~~2022~~revenue in the comparative periods was ~~generated from the services performed under the~~due to continued progress in our collaborations with Genmab ~~Agreement~~ and Innovent ~~Agreement~~ as we fulfill our performance obligations to ~~Genmab and Innovent.~~our collaboration partners. We expect to continue to provide services to further our collaborations with our partners.

Research and Development Expenses

Research and development expenses were ~~$18.4~~$14.6 million and ~~$14.1~~$18.4 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease of ~~$4.3~~$3.8 million between the comparable three ~~months~~month periods was due to ~~IND-enabling expenses for BDC-2034 and continued progress in our clinical trial for BDC-1001, including~~ a $1.9 million increase in contract and consulting services, a $1.6 million increase in personnel-related expenses due to an increase in headcount, a $1.1 million increase in facility-related expenses, and a $0.4 million increase in clinical trial expenses, partially offset by a $1.0$2.1 million decrease in manufacturing expenses related to timing of batch production of our product ~~candidates.~~candidates and a $1.8 million decrease in research and development contract services expense, offset by a $0.8 million increase in clinical trial expenses related to patient costs.

General and Administrative Expenses

General and administrative expenses were ~~$6.3~~$5.6 million and ~~$4.3~~$6.3 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease of ~~$2.0~~$0.7 million between the comparable three ~~months~~month periods was due to ~~a $1.4 million increase~~decreases in ~~personnel-related expenses relating to an increase in headcount~~consulting and ~~a $0.6 million increase in office-related~~professional services expenses.

Other Income, Net

Interest Income, Net

Interest income was ~~$0.2~~$1.4 million and ~~$0.1~~$0.2 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The interest income, net was primarily comprised of interest income from marketable securities.

~~Change in Fair Value of Convertible Preferred Stock Purchase Right Liability~~

The change in fair value of convertible preferred stock purchase right liability was nil and $6.1 million for the three months ended March 31, 2022 and 2021, respectively. The balance in 2021 derived from the increase in the fair value of the convertible preferred stock purchase right liability from $25.2 million as of December 31, 2020 to $31.3 million prior to the exercise of the convertible preferred stock purchase right in January 2021. Upon the exercise of the convertible preferred stock purchase right with the completion of the Series C-2 Closing in January 2021, we remeasured the convertible preferred stock purchase right liability to fair value and reclassified to permanent equity on the balance sheets.

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Liquidity and Capital Resources

Sources of Liquidity

We have incurred net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses for the foreseeable future. As of March 31, ~~2022,~~2023, we had cash and cash equivalents ~~restricted cash,~~ and marketable securities of ~~$246.8~~$171.0 million and an accumulated deficit of ~~$230.7~~$312.1 million. Our net losses were ~~$23.7~~$17.0 million and ~~$24.5~~$23.7 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, and we expect to incur additional losses in the future. We evaluated our current cash position, historical results, forecasted cash flows and plans with regard to liquidity.

We believe that our current cash, cash equivalents and marketable securities balances as of March 31, ~~2022~~2023 will be sufficient to meet our cash needs for at least 12 months following the issuance date of this Quarterly Report on Form 10-Q. Our investment policy prioritizes preservation of principal and availability of cash to meet cash flow requirements ~~and maximizing~~then maximization of total net returns after satisfying the first two conditions. Our policy only allows for investments in fixed-income instruments such as corporate bonds and government securities. We believe we will meet longer term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and equity or debt financings or other capital sources, including potential collaborations, licenses, and other similar arrangements.

Shelf Registration and At-The-Market Equity Offering

On March 30, 2022, we filed a shelf registration statement on Form S-3, or the Registration Statement. Pursuant to the Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $250.0 million. In connection with the filing of the Registration Statement, we also entered into a sales agreement with TD Cowen, ~~and Company, LLC.~~ or Cowen, as sales agent or principal, pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $75.0 million under an at-the-market offering program, or the ~~ATM, offering program.~~ATM. Pursuant to the ATM, we will pay Cowen a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock. We are not obligated to make any sales of shares of our common stock under the ATM. As of March 31, ~~2022,~~2023, no shares of our common stock ~~were~~have been sold under the ATM.

Summary Cash Flows

The following table sets forth a summary of our cash flows for each of the periods indicated:


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
	(Unaudited, in thousands)						(Unaudited, in thousands)
Net cash provided by (used in)
Net cash (used in) provided by
Operating activities	$	(24,314	)	$	(16,559	)	$	(23,399	)	$	(24,314	)
Investing activities		40,845			(190,521	)		28,991			40,845
Financing activities		107			297,019			—			107
Net increase in cash, cash equivalents and restricted cash	$	16,638		$	89,939		$	5,592		$	16,638

Operating Activities

Net cash used in operating activities was ~~$24.3~~$23.4 million and ~~$16.6~~$24.3 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. Net cash used in operating activities for the three months ended March 31, 2023 was due to our net loss of $17.0 million, adjusted down for $2.8 million of non-cash charges and up for a $9.2 million change in operating assets and liabilities. The non-cash charges were comprised of $2.5 million for stock-based compensation, $0.9 million for accretion of discount on marketable securities, $0.7 million of non-cash lease-related expense, and $0.5 million for depreciation and amortization expense. The change in net operating assets was due to a $6.6 million decrease in our accounts payable and accrued expenses, decreases in our deferred revenue and operating lease liabilities, and increases in our prepaid expenses and other current assets. Net cash used in operating activities for the same period in 2022 was due to our net loss of $23.7 million, adjusted for $4.9 million of non-cash charges and a $5.5 million change in operating assets and liabilities. The non-cash charges were comprised of $2.9 million for stock-based compensation, $1.2 million of non-cash lease-related expense, $0.5 million for accretion of discount on marketable securities, and $0.4 million for depreciation and amortization expense. The change in net operating assets was due to an increase in our prepaid ~~expense~~expenses and other current assets and decreases in accounts payable and operating lease liabilities. Net cash used in operating activities for the same period in 2021 was due to our net loss of $24.5 million, adjusted for $9.3 million of non-cash charges and a $1.4 million change in operating assets and liabilities. The non-cash charges were comprised of $6.1 million related to the change in fair value of convertible preferred stock purchase right liability, $2.1 million for stock-based compensation, $0.5 million of non-cash lease related expense, $0.3 million for depreciation and amortization expense, and $0.3 million for accretion of discount on marketable securities. The change in net operating assets was due to increases in our prepaid expense and other current assets related to an increase in prepaid insurance.

Investing Activities

Net cash provided by investing activities was $29.0 million and $40.8 million for the three months ended March 31, 2023 and 2022, ~~compared to net cash used in investing activities of $190.5 million for the three months ended March 31, 2021.~~respectively. The net cash provided by investing activities for the three months ended March 31, 2023 was due to a $71.9 million maturity of marketable securities, offset by a $42.9 million in purchases of marketable securities. The net cash used in investing activities for the same period in 2022 was due to $117.5 million maturity of marketable securities, offset by $76.1 million in purchases of marketable securities and $0.6 million in purchases of property and equipment. ~~The net cash used in investing activities for the same period in 2021 was due to $198.1 million purchases of marketable securities offset by $7.6 million in maturity of marketable securities.~~

Financing Activities

Net cash provided by financing activities was ~~$0.1 million~~zero and ~~$297.0~~$0.1 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The net cash provided by financing activities for the three months ended March 31, 2022 was due to net proceeds from the issuance of common stock from the exercise of stock options. Net cash provided by financing activities for the same period in 2021 was due to net proceeds of $245.0 million in connection with our IPO that was completed in February 2021, $51.9 million net proceeds from the issuance of 5,611,059 shares of Series C-2 preferred stock in January 2021, and $0.1 million net proceeds from the issuance of common stock from the exercise of stock options.

Funding Requirements

Based upon our current operating plans, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next 12 months ~~from~~following the issuance date of this Quarterly Report on Form 10-Q. ~~However,~~In the near term, our primary uses of cash will be to fund the completion of key milestones for BDC-1001 and BDC-3042 and to fund our operations, including research and development activities and employee salaries. This includes significant costs relating to clinical trials and manufacturing our product candidates. Our uses of cash in the long term will be similar as we advance our research and development activities and pay employee salaries. Most pharmaceutical products require larger clinical trials as development progresses, and we expect our funding requirements to grow with the advancement of our programs. Our long-term funding requirements will depend on many factors, which are uncertain but include our portfolio prioritization decisions and the success of our collaborations. In turn, our ability to raise additional capital through equity or partnering will depend on the general economic environment in which we operate and our ability to achieve key milestones. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of testing product candidates in clinical trials is costly, and the timing of progress and expenses in these trials is uncertain.

Our future capital requirements will depend on many factors, including:

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the type, number, scope, progress, expansions, results, costs, and timing of our clinical trials;

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the type, number, scope, results, costs, and timing of preclinical studies for our product candidates or other potential product candidates or indications ~~which~~ we are pursuing or may choose to pursue in the future;

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the outcome, timing, and costs of regulatory review of our product candidates;

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the costs and timing of manufacturing for our product candidates, including commercial manufacturing;

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our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;

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the costs associated with hiring additional personnel and consultants as our preclinical and clinical activities increase;

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the costs and timing of establishing or securing sales and marketing capabilities if any product candidate is approved;

•

our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products;

•

patients’ willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors;

•

the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements;

•

the costs of obtaining, maintaining, defending, and enforcing our patent and other intellectual property rights; and

•

costs associated with any product candidates, products, or technologies that we may in-license or acquire.

Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through equity or debt financings or other capital sources, including potential collaborations, licenses, the sale of future royalties, and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts, or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Contractual Obligations and Commitments

Contract Supply Agreement

In January 2022, we entered into an amended and restated supply agreement with EirGenix, Inc., or the Amended Supply Agreement, which amends the original supply agreement with EirGenix, Inc., or EirGenix, dated March 10, 2019, pursuant to which EirGenix agreed to supply to us, on a non-exclusive basis, bulk drug substance of EG12014, its monoclonal antibody being developed as a biosimilar of trastuzumab, which we use in the manufacture of BDC-1001. In addition, EirGenix provides us access to its regulatory data package and services to facilitate our development and commercialization efforts and we are required to make milestone payments to EirGenix up to an aggregate of $2.0 million based upon achievement of certain BDC-1001 regulatory milestones and pay for services based upon time and materials. The agreement will remain in effect as long as we, or any of our affiliates or licensees, continue to pursue the development or commercialization of any HER2 Boltbody ISAC, unless earlier terminated. We may terminate the agreement if EirGenix fails to supply sufficient quantities of EG12014 or if EirGenix does not obtain regulatory approval for EG12014 as a standalone biosimilar product. We may also terminate the EirGenix Agreement upon prior written notice to EirGenix. EirGenix may terminate the agreement if we do not actively develop a HER2 Boltbody ISAC for more than two years. In addition, either party may terminate the agreement for the other party’s uncured material breach or insolvency.

Collaboration Agreements

Joint Development and License Agreement with Toray Industries

In March 2019, we entered into a Joint Development and License Agreement, or the Toray Agreement, with Toray Industries, Inc., or Toray, to develop and commercialize a Boltbody ISAC containing a proprietary antibody owned by Toray. Under the Toray Agreement, we exchanged co-exclusive (with each other) licenses to certain patents and know-how covering our respective technologies. Each party is required to use commercially reasonable efforts to conduct development and regulatory activities assigned to it under a development plan. Toray will be solely responsible for both parties’ development costs up to the conclusion of the first Phase 1 clinical trial and Toray is entitled to reimbursement for 50% of such development costs from our share of revenues collected from the sale or licensing of collaboration products. After the conclusion of the first Phase 1 clinical trial, the parties will share equally all costs of development activities necessary for obtaining regulatory approval of collaboration products in the indications in the territories covered under the agreement, unless either party elects to opt out of its co-funding obligations or reduce them by half, which election can be made on a region-by-region basis. ~~Both parties are currently reevaluating of the~~The research plan and program development continue to be reevaluated by both parties and the outcome of this reevaluation may impact the scope and timing of the collaboration.

Oncology Research and Development Collaboration with Genmab A/S

In May 2021, we entered into a License and Collaboration Agreement, or the Genmab Agreement, with Genmab A/S, or Genmab. Together, the companies will evaluate Genmab antibodies and bispecific antibody technologies in combination with our Boltbody ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for the treatment of cancer. Under this research collaboration, the companies will evaluate multiple bispecific ISAC concepts to identify up to three clinical candidates for development. Genmab will fund the research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept. Under the Genmab Agreement, we received an upfront payment of $10.0 million and an equity investment of $15.0 million under a separate stock purchase agreement. Under the Genmab Agreement, we will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective program opt-in rights. With respect to each candidate for which a party has exercised its program opt-in rights and has exclusive global rights, the other party is eligible to receive potential development and sales-based milestone payments and tiered royalties. Bolt is eligible to receive total potential milestone payments of up to $285.0 million per therapeutic candidate exclusively developed and commercialized by Genmab, along with tiered royalties.

Oncology Research and Development Collaboration with Innovent Biologics, Inc.

In August 2021, we entered into a License and Collaboration Agreement, or the Innovent Agreement, with Innovent Biologics, Inc., or Innovent. Together, the companies will leverage Innovent’s proprietary therapeutic antibody portfolio and antibody discovery capability against undisclosed oncology targets in combination with our Boltbody ISAC technology and myeloid biology expertise to create up to three new candidates for cancer treatments. Innovent will fund the initial research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept. Under the Innovent Agreement, we received an upfront payment of $5.0 million. Under the Innovent Agreement, we will be compensated for research and development services at the agreed upon full-time employee rate and third-party costs through initial clinical proof of concept of the therapeutic candidates, after which both parties can exercise their respective license rights. The Innovent Agreement includes license options exercisable by each party to exclusively develop, manufacture and commercialize each candidate in a specific territory. With respect to each candidate for which a party has exercised its license option, the other party is eligible to receive a license option exercise fee, potential development and sales-based milestone payments, and tiered royalties.

Oncology Clinical Trial Collaboration and Supply Agreement with Bristol-Myers Squibb

In September 2021, we entered into a clinical collaboration and supply agreement, or the BMS Agreement, with Bristol-Myers Squibb Company, or BMS, to study BDC-1001 in combination with BMS’s PD-1 checkpoint inhibitor nivolumab, for the treatment of HER2-expressing solid tumors. Under the BMS Agreement, BMS granted us a non-exclusive, ~~non-transferrable,~~non-transferable, royalty-free license (with a right to sublicense) under its intellectual property to use nivolumab in a clinical trial for a combination therapy of nivolumab and our proprietary compound, BDC-1001, and has agreed to supply nivolumab at no cost to us and we will sponsor, fund and conduct the initial Phase 1/2 clinical trial in accordance with an agreed-upon protocol. Both parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong solely to BMS, or study data related solely to BDC-1001, which will belong solely to us. The parties may conduct additional clinical trials on the combined therapy which may be sponsored and funded by one party, or jointly funded. We initiated the clinical trial evaluating the combination of nivolumab and BDC-1001 in the fourth quarter of 2021.

Clinical Supply Agreement with F. Hoffmann-La Roche Ltd

In September 2022, we entered into a clinical supply agreement, or the Roche Agreement, with Roche to study BDC-1001 in combination with Roche’s pertuzumab (Perjeta®), a compound approved for the treatment of HER2-positive breast cancer. Under the Roche Agreement, Roche granted us a non-exclusive, non-sublicenseable, royalty-free license under its intellectual property to use pertuzumab in a clinical trial for a combination therapy of pertuzumab and our proprietary compound, BDC-1001, and has agreed to supply pertuzumab at no cost to us and we will sponsor, fund and conduct the initial Phase 2 clinical trial in accordance with an agreed-upon protocol. Both parties will own the study data produced in the clinical trial, other than study data related solely to pertuzumab, which will belong solely to Roche, or study data related solely to BDC-1001, which will belong solely to us. The parties may conduct additional clinical trials on the combined therapy which may be sponsored and funded by one party, or jointly funded. We expect to initiate a Phase 2 clinical trial evaluating the combination of pertuzumab and BDC-1001 in 2023.

License Agreements

License Agreements with Stanford University

In May 2015, ~~and June 2018,~~ we entered into a license ~~agreements~~agreement with Stanford, pursuant to which Stanford granted us ~~worldwide~~an exclusive ~~licenses under~~license to certain ~~patents related to our proprietary Boltbody ISAC technology and myeloid modulation for cancer immunotherapy, respectively.~~inventions. Under these agreements, we are obligated to pay annual license maintenance fees, which are nominal and will be creditable against any royalties payable to Stanford under such agreement in the applicable year. We are required in each agreement to make milestone payments up to an aggregate of $0.4 million for the first licensed product under such agreement that meets certain patent issuance, clinical and regulatory milestones, and an additional milestone payment of $0.2 million for each additional regulatory approval. We also agreed ~~in each~~the license agreement to pay Stanford tiered royalties on our and our sublicensees’ net sales of licensed products, at low single-digit percentage rates, subject to certain customary reductions. Our royalty obligations continue for the term of ~~each~~the license agreement, and we are required to pay royalties on any licensed products made, used, imported or offered for sale during the term of such agreement but sold after the term of the agreement. In addition, we are obligated in ~~each~~the license agreement to pay Stanford a sub-teen double digit to low teen double-digit percentage, based on the date of sublicensing, of certain consideration we receive as a result of granting sublicenses to the licensed patents. Pursuant to ~~each~~the license agreement, we will reimburse Stanford’s patent expenses, including reasonable costs incurred in assisting us with prosecuting and maintaining licensed patents.

25Effective May 10, 2023, the Company terminated a license agreement with Stanford entered into in June 2018, after determining it was no longer necessary. The termination did not result in any payments due to Stanford.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. We base our estimates on historical experience, known trends and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation, ~~as of March 31, 2022,~~ our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were ~~not~~ effective ~~to provide~~at a reasonable assurance ~~because~~level as of ~~the material weakness in our internal control over financial reporting described below.~~

~~Material Weakness~~

~~A material weakness was identified in our internal control over financial reporting.~~

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~We have the following material weakness in our internal control over financial reporting:~~

•

We did not design or maintain an effective control environment commensurate with the financial reporting requirements. Specifically, we lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties. Without such professionals, we did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations and journal entries.

The above material weakness did not result in a material misstatement of our previously issued financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected.

~~Remediation Activities~~

~~In order to address the material weakness in internal control over financial reporting described above, management, with direction from the Audit Committee, has:~~

•

~~increased the number of accounting personnel;~~

•

~~completed a comprehensive risk assessment to identify, design, and implement our internal controls; and~~

•

~~continued the review and enhancement of business policies, procedures, and related internal controls to standardize business processes.~~

Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.March 31, 2023.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the three months ended March 31, ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. There are currently no claims or actions pending against us, the ultimate disposition of which we believe could have a material adverse effect on our results of operations, financial condition, or cash flows.

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed by us in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 that was filed with the SEC on March ~~30, 2022.~~29, 2023. Any of such factors could result in a significant or material adverse effect on our result of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

Recent Sales of Unregistered Securities.

None.

Use of Proceeds

On February 9, 2021, we completed our IPO pursuant to a registration statement on Form S-1 (File No. 333-252136) that was declared effective by the SEC on February 4, 2021, and sold an aggregate of 13,225,000 shares of our common stock, including the exercise in full by the underwriters of their option to purchase 1,725,000 additional shares of our common stock, at a price of $20.00 per share. After deducting underwriting discounts, commissions and offering costs paid by us, the net proceeds from the offering were approximately $242.0 million.

The net proceeds from the offering have been invested according to our approved investment policy in a mix of money market funds and high-quality, fixed-income securities with a weighted average maturity of less than 13 months. Our investment policy emphasizes preservation of principal, availability of cash to meet cash flow requirements and maximizing total net returns after satisfying the first two conditions. There has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b).

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

2731

Item 6. Exhibits The following is a list of Exhibits filed, furnished or incorporated by reference as part of ~~the~~this Quarterly Report on Form 10-Q:

EXHIBIT INDEX

Incorporated By Reference

Exhibit

Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed
Herewith

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

8-K

001-39988

3.1

2/9/2021

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

8-K

001-39988

3.1

2/9/2021

3.2

Amended and Restated Bylaws of the Registrant, as currently in effect.

S-1

333-252136

3.4

1/15/2021

Amended and Restated Bylaws of the Registrant, as currently in effect.

S-1

333-252136

3.4

1/15/2021

4.1

Reference is made to Exhibits 3.1 and 3.2.

4.2

Form of common stock certificate of the Registrant.

S-1

333-252136

4.1

1/15/2021

Form of common stock certificate of the Registrant.

S-1

333-252136

4.1

1/15/2021

10.1#

Amended and Restated Supply Agreement between the Registrant and EirGenix, Inc., dated January 25, 2022

10.2

Sales Agreement, by and between the Registrant and Cowen and Company, LLC dated March 30, 2022.

S-3

333-263994

1.2

3/30/2022

10.3+

Consulting Agreement, dated March 3, 2022, by and between the Registrant and David Dornan, Ph.D.

8-K

001-39988

10.1

3/4/2022

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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2†

Certification of 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

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~+ Indicates a management contract or compensatory plan, contract or arrangement.~~

# Portions of this exhibit have been omitted as the Registrant has determined that the omitted information (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.

† The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Bolt Biotherapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

2832

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May ~~12, 2022~~11, 2023	BOLT BIOTHERAPEUTICS, INC.

	By:	/s/ Randall C. Schatzman, Ph.D.
		Randall C. Schatzman, Ph.D. Chief Executive Officer
		(Principal Executive Officer)
Date: May ~~12, 2022~~11, 2023

	By:	/s/ William P. Quinn
		William P. Quinn Chief Financial Officer (Principal Financial and Accounting Officer)

2933


Delaware	47-2804636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

900 Chesapeake Drive Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	BOLT	The Nasdaq Global Select Market


	March 31,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Assets
Current assets:
Cash and cash equivalents	$	44,021		$	27,383		$	14,836		$	9,244
Short-term investments		146,880			158,836			111,543			159,644
Prepaid expenses and other current assets		5,187			2,941			5,230			3,858
Total current assets		196,088			189,160			131,609			172,746
Property and equipment, net		6,637			6,158			6,035			6,453
Operating lease right-of-use assets		23,274			24,445			21,353			22,072
Restricted cash		1,565			1,565			1,565			1,565
Long-term investments		54,313			85,348			44,586			23,943
Other assets		916			1,042			1,033			1,028
Total assets	$	282,793		$	307,718		$	206,181		$	227,807
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,446		$	3,574		$	1,835		$	3,594
Accrued expenses and other current liabilities		9,351			12,384			10,334			15,140
Deferred revenue		3,448			2,869			1,600			1,993
Operating lease liabilities		2,061			2,501			2,484			2,391
Total current liabilities		19,306			21,328			16,253			23,118
Operating lease liabilities, net of current portion		21,312			21,854			19,568			20,220
Deferred revenue, non-current		13,577			14,207			12,631			12,921
Other long-term liabilities		204			210			43			42
Total liabilities		54,399			57,599			48,495			56,301
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, $0.00001 par value, authorized shares—10,000,000 shares authorized at March 31, 2022 and December 31, 2021; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021		0			0
Common stock, $0.00001 par value; 200,000,000 shares authorized at March 31, 2022 and December 31, 2021; 37,471,312 and 37,399,694 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		0			0
Preferred stock, $0.00001 par value, authorized shares—10,000,000 shares authorized at March 31, 2023 and December 31, 2022; zero shares issued and outstanding at March 31, 2023 and December 31, 2022								—			—
Common stock, $0.00001 par value; 200,000,000 shares authorized at March 31, 2023 and December 31, 2022; 37,813,037 and 37,797,902 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								—			—
Additional paid-in capital		460,458			457,430			469,989			467,513
Accumulated other comprehensive loss		(1,396	)		(321	)		(235	)		(919	)
Accumulated deficit		(230,668	)		(206,990	)		(312,068	)		(295,088	)
Total stockholders' equity:		228,394			250,119			157,686			171,506
Total liabilities, convertible preferred stock, and stockholders' equity	$	282,793		$	307,718
Total liabilities and stockholders' equity							$	206,181		$	227,807


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Laboratory equipment	$	8,703		$	7,889		$	9,786		$	9,738
Office equipment		358			369			358			358
Leasehold improvements		183			145			272			272
Total property and equipment		9,244			8,403			10,416			10,368
Less accumulated depreciation and amortization		(2,607	)		(2,245	)		(4,381	)		(3,915	)
Total	$	6,637		$	6,158		$	6,035		$	6,453


	March 31, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Accrued research and development	$	5,023	$	6,300	$	6,853	$	9,373
Accrued compensation		2,370		4,886		2,348		4,804
Accrued other		1,958		1,198		1,133		963
Total	$	9,351	$	12,384	$	10,334	$	15,140


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒


		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Balance Sheets as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022	1
	Condensed Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	2
	Condensed Statements of ~~Convertible Preferred Stock and~~ Stockholders’ Equity ~~(Deficit)~~ for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	3
	Condensed Statements of Cash Flows for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	4
	Notes to the Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1720
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2630
Item 4.	Controls and Procedures	2630

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	2730
Item 1A.	Risk Factors	2730
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2730
Item 3.	Defaults Upon Senior Securities	2731
Item 4.	Mine Safety Disclosures	2731
Item 5.	Other Information	2731
Item 6.	Exhibits	2832
	Signatures	2933


Balance at December 31, 2021	$	10,574
Balance at December 31, 2022				$	8,498
Addition—amount billed for research and development services		262			549
Revenue recognized		(630	)		(993	)
Balance at March 31, 2022	$	10,206
Balance at March 31, 2023				$	8,054


Balance at December 31, 2021	$	5,000
Balance at December 31, 2022				$	4,957
Addition—amount billed for research and development services		137			593
Revenue recognized		(183	)		(833	)
Balance at March 31, 2022	$	4,954
Balance at March 31, 2023				$	4,717


	Operating Leases			Sublease Income		Operating Leases			Sublease Income
2022	$	3,362		$	725
2023		4,612			403	$	3,564		$	527
2024		4,772			—		4,886			540
2025		4,227			—		4,340			—
2026		3,371			—		3,484			—
2027							3,602			—
Thereafter		16,338			—		13,238			—
Total minimum lease payments/sublease income		36,682			1,128		33,114			1,067
Less imputed interest		(13,309	)		—		(11,062	)		—
Total	$	23,373		$	1,128	$	22,052		$	1,067