(Mark One)
☒ | Quarterly report pursuant to Section 13 |
OR
☐ | Transition report pursuant to Section 13 |
Therapeutics Acquisition Corp.
Delaware | 85-0800493 | ||||||||||
(State or other jurisdiction of | (IRS Employer Identification No.) | ||||||||||
incorporation or organization) | |||||||||||
4850 West 78th Street | |||||||||||
Indianapolis | IN | 46268 | |||||||||
(Address of principal executive offices) | (Zip Code) |
200 Berkeley Street
18th Floor
Boston, MA 02116
(Address of principal executive offices, including zip code)
Not Applicable
(Former name or former address, if changed since last report)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||
Common Stock | PNT | The | Nasdaq | |||||||||||||
Yes x
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||||||||
Emerging growth company | ☒ |
As
Therapeutics Acquisition Corp.
d/b/a Research Alliance Corp. I
Quarterly Report on Form 10-Q
September 30, 2021 | |||||||||||
(Unaudited) | December 31, 2020 | ||||||||||
$ | $ | ||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 252,825,718 | 10,546,749 | |||||||||
Prepaid expenses and other current assets | 6,468,219 | 1,850,346 | |||||||||
Total current assets | 259,293,937 | 12,397,095 | |||||||||
Property, plant and equipment | 17,901,979 | 9,797,400 | |||||||||
Total assets | 277,195,916 | 22,194,495 | |||||||||
LIABILITIES & STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities | |||||||||||
Accounts payable | 3,218,234 | 3,596,634 | |||||||||
Accrued liabilities | 4,674,266 | 1,479,041 | |||||||||
Income taxes payable | 201,629 | 87,882 | |||||||||
Total current liabilities | 8,094,129 | 5,163,557 | |||||||||
Deferred tax liability | 62,719 | — | |||||||||
Mortgage payable, net of debt discount | — | 3,550,660 | |||||||||
Total liabilities | 8,156,848 | 8,714,217 | |||||||||
Commitments and contingencies (note 10) | 0 | 0 | |||||||||
Stockholders’ equity | |||||||||||
Common Stock, par value $0.0001 per share, 430,000,000 authorized, 90,121,794 and 54,647,656 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 9,012 | 5,465 | |||||||||
Additional paid-in capital | 314,117,994 | 26,857,040 | |||||||||
Accumulated deficit | (45,087,938) | (13,382,227) | |||||||||
Total stockholders’ equity | 269,039,068 | 13,480,278 | |||||||||
Total liabilities and stockholders’ equity | 277,195,916 | 22,194,495 |
THERAPEUTICS ACQUISITION CORP.
d/b/a RESEARCH ALLIANCE CORP. I
TheContents
For the three months ended | For the nine months ended | ||||||||||||||||||||||
September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | ||||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
Research and development | 13,004,649 | 2,480,064 | 23,974,809 | 5,024,980 | |||||||||||||||||||
General and administrative | 4,026,666 | 596,164 | 7,440,910 | 2,687,161 | |||||||||||||||||||
Total operating expenses | 17,031,315 | 3,076,228 | 31,415,719 | 7,712,141 | |||||||||||||||||||
Loss from operations | (17,031,315) | (3,076,228) | (31,415,719) | (7,712,141) | |||||||||||||||||||
Other (expenses) income | |||||||||||||||||||||||
Finance costs | (6,178) | (2,507) | (11,840) | (2,507) | |||||||||||||||||||
Foreign currency gain (loss) | 1,905 | 31,485 | (32,901) | (33,928) | |||||||||||||||||||
Total other expenses (income) | (4,273) | 28,978 | (44,741) | (36,435) | |||||||||||||||||||
Loss before provision for income taxes | (17,035,588) | (3,047,250) | (31,460,460) | (7,748,576) | |||||||||||||||||||
Provision for income taxes | (81,044) | — | (245,251) | (73,505) | |||||||||||||||||||
Net loss | (17,116,632) | (3,047,250) | (31,705,711) | (7,822,081) | |||||||||||||||||||
Net loss per basic and diluted common share: | |||||||||||||||||||||||
Basic and diluted net loss per common share | $ | (0.19) | $ | (0.06) | $ | (0.46) | $ | (0.23) | |||||||||||||||
Basic and diluted weighted average common shares outstanding | 90,121,794 | 54,181,325 | 68,317,492 | 33,579,905 |
THERAPEUTICS ACQUISITION CORP.
d/b/a RESEARCH ALLIANCE CORP. I
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2020 | Period from April 15, 2020 (Inception) to September 30, 2020 | |||||||
Formation and operating costs | $ | 168,313 | $ | 187,682 | ||||
Loss from operations | (168,313 | ) | (187,682 | ) | ||||
Other income: | ||||||||
Interest earned on marketable securities held in Trust Account | 2,974 | 2,974 | ||||||
Net loss | $ | (165,339 | ) | $ | (184,708 | ) | ||
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted | 13,570,000 | 13,570,000 | ||||||
Basic and diluted income per share, Class A | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted | 3,812,661 | 3,622,588 | ||||||
Basic and diluted net loss per share, Class B | $ | (0.04 | ) | $ | (0.05 | ) |
ThePOINT Biopharma Inc.
common sharesCommon Stock Additional
Paid-in CapitalAccumulated
DeficitTotal
Equity Number Amount Number Amount # $ # $ $ $ $ Balance at December 31, 2020 (as previously reported) 15,233,884 15,234 — — 26,847,271 (13,382,227) 13,480,278 Retroactive application of the recapitalization due to the Business Combination (refer to Note 3) (15,233,884) (15,234) 54,647,656 5,465 9,769 — — Balance at December 31, 2020, effect of the Business Combination (refer to Note 3) — — 54,647,656 5,465 26,857,040 (13,382,227) 13,480,278 Issuance of shares of Common Stock in connection with exercise of warrants — — 2,869,799 287 19,999,713 — 20,000,000 Issuance of shares of Common Stock in connection with stock option exercises — — 64,570 6 449,994 — 450,000 Stock-based compensation — — — — 477,245 — 477,245 Net loss — — — — — (5,784,421) (5,784,421) Balance at March 31, 2021, effect of the Business Combination (refer to Note 3) — — 57,582,025 5,758 47,783,992 (19,166,648) 28,623,102 Issuance of shares of Common Stock, net of direct and incremental costs in connection with the Business Combination (refer to Note 3) — — 32,539,769 3,254 264,562,167 — 264,565,421 Stock-based compensation — — — — 1,106,457 — 1,106,457 Net loss — — — — — (8,804,658) (8,804,658) Balance at June 30, 2021 — — 90,121,794 9,012 313,452,616 (27,971,306) 285,490,322 Direct and incremental costs in connection with the Business Combination (refer to Note 3) — — — — 317,261 — 317,261 Stock-based compensation — — — — 348,117 — 348,117 Net loss — — — — — (17,116,632) (17,116,632) Balance at September 30, 2021 — — 90,121,794 9,012 314,117,994 (45,087,938) 269,039,068 notes are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements
POINT Biopharma Global Inc.
THERAPEUTICS ACQUISITION CORP.
d/b/a RESEARCH ALLIANCE CORP. I
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Common Stock | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-In | Accumulated | Stockholders' | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – April 15, 2020 (inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of Class B common stock to Sponsor | - | - | 3,392,500 | 339 | 24,661 | - | 25,000 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (19,369 | ) | (19,369 | ) | |||||||||||||||||||
Balance – June 30, 2020 | - | $ | - | 3,392,500 | $ | 339 | $ | 24,661 | $ | (19,369 | ) | $ | 5,631 | |||||||||||||||
Issuance of Class A common stock in initial public offering, net of issuance costs of $8.1 million | 13,570,000 | 1,357 | 127,611,235 | 127,612,592 | ||||||||||||||||||||||||
Issuance of Class A common stock to Sponsor in a private placement | 471,400 | 47 | 4,713,953 | 4,714,000 | ||||||||||||||||||||||||
Class A Common Stock subject to possible redemption | (12,716,688 | ) | (1,272 | ) | (127,165,608 | ) | (127,166,880 | ) | ||||||||||||||||||||
Net loss | (165,339 | ) | (165,339 | ) | ||||||||||||||||||||||||
Balance – September 30, 2020 | 1,324,712 | $ | 132 | 3,392,500 | $ | 339 | $ | 5,184,241 | $ | (184,708 | ) | $ | 5,000,004 |
ThePOINT Biopharma Inc. common shares Common Stock Additional
Paid-in
CapitalAccumulated
DeficitTotal Equity Number Amount Number Amount # $ # $ $ $ $ Balance at December 31, 2019 (as previously reported) — — — — — (9,224) (9,224) Retroactive application of the recapitalization due to the Business Combination (refer to Note 3) — — — — — — — Balance at December 31, 2019, effect of the Business Combination (refer to Note 3) — — — — — (9,224) (9,224) Issuance of shares of Common Stock 22,710,246 2,271 3,242,162 — 3,244,433 Share-based compensation — — — — 660,163 — 660,163 Net loss — — — — — (1,582,834) (1,582,834) Balance at March 31, 2020, effect of the Business Combination (refer to Note 3) — — 22,710,246 2,271 3,902,325 (1,592,058) 2,312,538 Issuance of shares of Common Stock 29,724,514 2,973 8,006,348 — 8,009,321 Stock-based compensation — — — — 554,888 — 554,888 Net loss —�� — — — — (3,191,997) (3,191,997) Balance at June 30, 2020, effect of the Business Combination (refer to Note 3) — — 52,434,760 5,244 12,463,561 (4,784,055) 7,684,750 Issuance of shares of Common Stock, net of issuance costs of $324,555 — — 2,212,896 221 11,321,404 — 11,321,625 Issuance of warrants — — — — 2,526,320 — 2,526,320 Stock-based compensation — — — — 403,997 — 403,997 Net loss — — — — — (3,047,250) (3,047,250) Balance at September 30, 2020, effect of the Business Combination (refer to Note 3) — — 54,647,656 5,465 26,715,282 (7,831,305) 18,889,442 notes are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements
POINT Biopharma Global Inc.
THERAPEUTICS ACQUISITION CORP.
d/b/a RESEARCH ALLIANCE CORP. I
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the period from April 15, 2020 (inception) through September 30, 2020 | ||||
Cash Flows from Operating Activities | ||||
Net loss | $ | (184,708 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (2,974 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (123,817 | ) | ||
Accounts payable and accrued expenses | 51,734 | |||
Net cash used in operating activities | (259,765 | ) | ||
Cash Flows from Investing Activities: | ||||
Principal deposited in Trust Account | (135,700,000 | ) | ||
Net cash used in investing activities | (135,700,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of common stock to Sponsor in a Private Placement | 4,714,000 | |||
Proceeds from issuance of Class A redeemable common stock, gross | 135,700,000 | |||
Proceeds from issuance of Class B Common Stock | 25,000 | |||
Payment of offering costs | (3,337,908 | ) | ||
Proceeds from related party note | 277,687 | |||
Repayment of related party note | (277,687 | ) | ||
Net cash provided by financing activities | 137,101,092 | |||
Net Change in Cash | 1,141,327 | |||
Cash – beginning of the period | - | |||
Cash – end of the period | $ | 1,141,327 | ||
Supplemental disclosure of noncash activities: | ||||
Deferred underwriting commissions payable in connection with the initial public offering | $ | 4,749,500 | ||
Initial classification of Class A common stock subject to possible redemption | $ | 127,365,550 | ||
Change in value of Class A common stock subject to possible redemption | $ | 198,670 |
TheFor the nine months ended September 30, 2021 September 30, 2020 $ $ Cash flows from operating activities Net loss: (31,705,711) (7,822,081) Adjustments to reconcile net loss to net cash used in operating activities: Deferred income taxes 62,719 — Stock-based compensation expense 1,931,819 1,619,048 Amortization of debt issuance costs 11,840 2,507 Changes in operating assets and liabilities Prepaid expenses and other current assets (4,617,873) (82,611) Accounts payable (378,400) 1,957,578 Accrued liabilities 3,077,699 458,988 Income taxes payable 113,747 73,505 Amount due to related party within accrued liabilities 117,526 7,233 Net cash used in operating activities (31,386,634) (3,785,833) Cash flows from investing activities Purchase of property, plant and equipment (8,104,579) (6,090,918) Net cash used in investing activities (8,104,579) (6,090,918) Cash flows from financing activities Issuance of common stock and warrants to purchase common stock of POINT Biopharma Inc. — 25,426,254 Costs and fees on issuance of Common Stock — (324,555) Borrowings on mortgage payable, net of debt discount — 3,545,306 Repayment of mortgage payable (3,562,500) — Issuance of shares of Common Stock in connection with exercise of warrants 20,000,000 — Issuance of shares of Common Stock in connection with stock option exercises 450,000 — Issuance of shares of Common Stock in connection with the Business Combination (see note 3), net of costs incurred by RACA and direct and incremental costs paid 264,882,682 — Net cash provided by financing activities 281,770,182 28,647,005 Net increase in cash and cash equivalents 242,278,969 18,770,254 Cash and cash equivalents, beginning of period 10,546,749 — Cash and cash equivalents, end of period 252,825,718 18,770,254 Supplemental disclosure of cash flow information: Cash paid for income taxes (68,785) — Cash paid for interest on mortgage payable (92,338) — notes are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements
THERAPEUTICS ACQUISITION CORP.
d/b/a RESEARCH ALLIANCE CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. Iorganization
As of September 30, 2020, the Company had not commenced any operations. All activity for the period from April 15, 2020 (inception) through September 30, 2020 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below, and since offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company's sponsor is Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, the Company consummated the Initial Public Offering, and sold 13,570,000 shares of Class A common stock for $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions (Note 5).
Concurrentlyconnection with the closing of the Initial Public Offering, the Company completed the private sale of 471,400 shares of Class A Common Stock (the "Private Placement Shares") at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $4.7 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock equals or exceeds $12.00 per shareRACA (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has notdefined below) consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to the Company's stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering).
The Company's management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering, $135,700,000 ($10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account ("Trust Account"), located in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.
The Company will provide the holders of its outstanding16,500,000 shares of Class A common stock, par value $0.0001 (the "Classper share, of RACA (“Class A common stock"Common Stock”), sold in the Initial Public Offering (the "Stockholders"a private placement at a price of $10.00 per share, for aggregate gross proceeds of $165,000,000 (“PIPE Financing”). In accordance with the opportunity to redeem all or a portionterms of their Public Shares (as defined in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by meansAgreement, upon the closing of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Stockholders will be entitled to redeem their Public Shares for a pro rata portion(as defined below), each share of Class A Common Stock and each share of Class B common stock, par value $0.0001 per share, of RACA (“Class B Common Stock”) was converted into one share of Common Stock of the amount thenCompany. For additional information on the Business Combination, please see Note 3.
Notwithstanding the foregoing, the Company's second amended and restated certificate of incorporation provides that a Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.
The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolutionaccounts of the Company subject in each case to the Company's obligations to provideand its wholly-owned subsidiaries, POINT Biopharma Inc., POINT Biopharma Corp., POINT Biopharma USA, Inc. and West 78
The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X.SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. Certain information or footnote disclosures normally includedaccounting principles generally accepted in financial statements prepared in accordance with GAAPthe United States of America (“GAAP”). All intercompany accounts and transactions have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating resultsExcept as described below, the accounting policies and methods of computation applied in the unaudited interim condensed consolidated financial statements and related notes contained therein are consistent with those applied by the Company in its audited consolidated financial statements as of and for the period from April 15, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected throughyear ended December 31, 2020.
The accompanying2020 contained in our Registration Statement on Form S-1 filed with the SEC on July 30, 2021(the “2020 Financial Statements”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited2020 Financial Statements.
Emerging Growth Company
The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Liquidity and Capital Resources
The accompanying unaudited condensed financial statementsnotes have been prepared assumingin accordance with the provisions of ASC Topic 205-40, Presentation of Financial Statements—Going Concern on the basis that the Company will continue as a going concern,concern.
Priorplanned timeline or visit clinics to conduct on-site monitoring due to disruptions at its clinical trial sites. The Company is currently unable to predict when potential disruptions to its clinical programs resulting from the pandemic will resolve. Other impacts to the completionCompany’s business may include temporary closures of its suppliers and disruptions or restrictions on its employees’ ability to travel. Any prolonged material disruption to the Company’s employees or suppliers could adversely impact the Company’s preclinical research and clinical trial activities, financial condition and results of operations, including its ability to obtain financing.
Based on the foregoing, the Company believes that it will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Net Income (loss) Per Share of Common Stock
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the private placement shares to purchase 471,400 shares of Class A common stock in the calculation of diluted income per share, as the Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to these shares.
The Company’sunaudited interim condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $2,974 for the three month and inception toconsolidated financial statements. To date, period ended September 30, 2020, by the weighted average number of Class A redeemable common stock of 13,570,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock (the “Class B common stock”), including the 471,400 private placement shares, for the three months ended September 30, 2020 is calculated by dividing the net loss of $165,339, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the period. Net loss per common share, basic and diluted, for Class B common stock for the inception to date period ended September 30, 2020 is calculated by dividing the net loss of $184,708, less income attributable to Class A redeemable common stock of $2,974, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, the 12,716,688 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2020, the Company has not experienced any material business disruptions or incurred any impairment losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses,its assets as a result of the pandemic, and advances fromit is not aware of any specific related party approximate their fair values dueevent or circumstance that would require it to revise its estimates reflected in these unaudited interim condensed consolidated financial statements.
Company will realize significant revenue from product sales.
estimates
Cashestimates or assumptions.
Other Options
Offering Costs
Offering costs consistimmediately prior to the Closing Date was converted into shares of legal,Common Stock of the Company or comparable vested equity awards that are exercisable for shares of Common Stock of the Company, based on an implied vested equity value of $585,000,000 (which is equal to a conversion ratio of approximately 3.59-for-1); and
Income Taxes
The Company follows the assetBusiness Combination as
2021.
Recapitalization | |||||
Cash - RACA Trust and cash (net of redemptions) | 121,770,367 | ||||
Cash - PIPE Financing | 165,000,000 | ||||
Less: Underwriting fees, costs incurred by RACA and other direct and incremental costs, each paid prior to September 30, 2021 | (21,887,685) | ||||
Net proceeds from the Business Combination, net of costs incurred by RACA and direct and incremental costs paid per the statement of cash flows | 264,882,682 |
Number of Shares | |||||
RACA Class A and Class B shares outstanding prior to the Business Combination | 16,039,769 | ||||
Class A shares issued pursuant to the PIPE Financing | 16,500,000 | ||||
Business Combination and PIPE Financing shares as converted into Common Stock | 32,539,769 | ||||
Conversion of POINT Biopharma Inc. common shares into Common Stock | 57,582,025 | ||||
Total shares of POINT Biopharma Global Inc. Common Stock outstanding immediately following the Business Combination | 90,121,794 |
As of September 30, 2021 | As of December 31, 2020 | ||||||||||
$ | $ | ||||||||||
Insurance | 3,103,769 | — | |||||||||
Prepaid clinical trial expenses | 2,548,625 | 1,763,731 | |||||||||
Deposit on production equipment | 594,143 | — | |||||||||
Canadian harmonized sales tax receivable | 48,621 | 58,982 | |||||||||
Other | 173,061 | 27,633 | |||||||||
Total | 6,468,219 | 1,850,346 |
As of September 30, 2021 | As of December 31, 2020 | ||||||||||
$ | $ | ||||||||||
Accrued personnel costs | 2,142,189 | 540,292 | |||||||||
Accrued research and development costs | 1,992,670 | 597,994 | |||||||||
Accrued costs for purchases of property, plant and equipment | 112,236 | — | |||||||||
Accrued corporate legal fees and other professional services | 253,221 | 210,099 | |||||||||
Other accrued costs | 173,950 | 130,656 | |||||||||
Total | 4,674,266 | 1,479,041 |
As of September 30, 2021 | As of December 31, 2020 | ||||||||||
$ | $ | ||||||||||
Property in development | 15,816,792 | 9,797,400 | |||||||||
Machinery and equipment | 1,395,544 | — | |||||||||
Furniture and fixtures | 591,652 | — | |||||||||
Computer equipment | 97,991 | — | |||||||||
Total | 17,901,979 | 9,797,400 |
Number of Shares | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | |||||||||||||||
Outstanding as of December 31, 2020 | 2,364,010 | 2.88 | |||||||||||||||
Granted | 1,363,683 | 8.08 | |||||||||||||||
Exercised | (64,570) | 6.97 | |||||||||||||||
Forfeited | (36,872) | 7.01 | |||||||||||||||
Outstanding as of September 30, 2021 | 3,626,251 | 4.72 | 5.4 | ||||||||||||||
Vested and expected to vest as of September 30, 2021 | 3,626,251 | 4.72 | 5.4 | ||||||||||||||
Options exercisable as of September 30, 2021 | 985,145 | 4.51 | 6.3 |
Three months ended September 30, 2021 | Three months ended September 30, 2020 | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | |||||||||||||||||
Risk-free interest rate | 0.664% | 0.184% - 0.249% | 0.664% - 0.716% | 0.184% - 0.504% | ||||||||||||||||
Expected term (in years) | 4.25 | 3.08 - 4.25 | 4.25 - 5.38 | 3.08 - 4.25 | ||||||||||||||||
Expected volatility | 73% | 65% | 65% - 73% | 65% | ||||||||||||||||
Expected dividend yield | —% | —% | —% | —% |
FASB ASC 740 prescribes2021, a recognition threshold and a measurement attribute for the financial statement recognition and measurementnon-employee consultant of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.
Note 3 — Initial Public Offering
On July 10, 2020, pursuant to the Initial Public Offering, the Company sold 13,570,000 sharesexercised 64,570 stock options with an intrinsic value of Class A common stock (the “Public Shares”), including$nil, resulting in the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $135.7 million.
Note 4 — Related Party Transactions
Founder Shares
On April 30, 2020, the Sponsor paid $25,000 in consideration for 2,875,000 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock").
On July 8, 2020 the Company effected a 1:1.18 stock split resulting in the initial stockholders holding 3,392,500 Founder Shares, of which up to an aggregate of 442,500 shares were subject to forfeiture. Unless the context otherwise implies, all share and per-share amounts in these financial statements have been retroactively restated to reflect the stock split.
The Company filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that the Company is authorized to issue64,570 shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock.
The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company's initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares were no longer subject to forfeiture.
The Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their Class A common stockCommon Stock for cash securities or other property.
Private Placement Shares
Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1.
The Sponsor and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.
Related Party Loans
On April 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was noninterest bearing, unsecured and due on the date the Company consummates the Initial Public Offering or the date on which the Company determines not to conduct the Initial Public Offering. The Company borrowed approximately $277,687 under the Note, and fully repaid the Note in full in July 2020.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share. $450,000.
Private Placement of Common Stock
2021, the unrecognized stock-based compensation expense related to unvested stock options, was $5,486,152 and the estimated weighted average remaining vesting period was 2.6 years.
Note 5 — Commitmentsfuture payments of approximately $4.1 million, relating to the construction and Contingencies
Registration Rights
Holdersretrofit of the Founder Shares will be entitledbuilding, which are due before the expected completion in fiscal year 2021. During the three
Underwriting Agreement
The Company granted the underwriters a 45-day option fromexpires on the date of the final prospectus relatingcompletion or termination of the clinical trial. The remaining minimum purchase commitment under this agreement is approximately $47.7 million with payments that range from one to six years. The Company recorded research and development expenses in connection with this agreement of approximately $3.9 million and $6.9 million, respectively, during the three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020 – $0.8 million, and $1.0 million, respectively).
The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6 — Stockholders' Equity
Class A common stock – The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020, there was 14,041,400 Class A shares issued and outstanding, including 12,716,688 subject to possible redemption.
Class B common stock – The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,392,500 shares of common stock that were outstanding became shares of Class B common stock, of which 442,500 share were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company's issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on July 10, 2020; thus these Founder Shares were no longer subject to forfeiture.
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closingretroactive application of the Business Combination including pursuantwhich resulted in a conversion of the previous POINT Biopharma Inc. common shares to a specified future issuance, the ratio at which shares of Class B commonCommon Stock of the Company at a conversion ratio of approximately 3.59:1. See Note 3.
Three months ended September 30, 2021 | Three months ended September 30, 2020 | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | ||||||||||||||||||||
Net loss attributable to common stockholders | 17,116,632 | 3,047,250 | 31,705,711 | 7,822,081 | |||||||||||||||||||
Weighted-average common shares outstanding-basic and diluted | 90,121,794 | 54,181,325 | 68,317,492 | 33,579,905 | |||||||||||||||||||
Net loss per share attributable to common stockholders-basic and diluted | $ | 0.19 | $ | 0.06 | $ | 0.46 | $ | 0.23 |
The Company’s Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock,Canada, as such it is subject to adjustment as provided above, at any time.
Preferred stock –tax in both countries. The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At September 30, 2020, there was no preferred stock outstanding.
Note 7 – Fair Value Measurements
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
Description | September 30, 2020 | Quoted Prices in (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | ||||||||||||
Assets held in Trust Account: | ||||||||||||||||
Marketable securities held in Trust Account | $ | 135,702,974 | $ | 135,702,974 | $ | - | $ | - | ||||||||
Total | $ | 135,702,974 | $ | 135,702,974 | $ | - | $ | - |
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levelsincome tax expense for the three months ended September 30, 2021 and September 30, 2020 was $81,044 and nil respectively. The income tax expense for the nine months ended September 30, 2021 and September 30, 2020 was $245,251 and $73,505 respectively. As of September 30, 2021, the Company had no uncertain tax positions (December 31, 2020 — $nil).
Three months ended September 30, 2021 | Three months ended September 30, 2020 | Nine months ended September 30, 2021 | Nine months ended September 30, 2020 | ||||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||
Stock-based compensation for consulting arrangement | — | — | — | 1,109,776 | |||||||||||||||||||
Consulting fees to stockholder | — | 12,029 | — | 172,720 | |||||||||||||||||||
Consulting fees on business activities to Board member | 143,668 | 29,782 | 227,546 | 86,151 | |||||||||||||||||||
Reimbursement to Board member for occupancy costs | 18,285 | 5,564 | 55,104 | 5,564 | |||||||||||||||||||
Total | 161,953 | 47,375 | 282,650 | 1,374,211 |
Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
Note 7 — Subsequent Events
The Company2021, it evaluated subsequent events and transactions that occurred through November 12, 2021, the date that theon which those unaudited interim condensed consolidated financial statements were available to be issued. The Company did not identify any subsequentconcluded that there were no such events that would have required adjustment or disclosure in the financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I.
SEC on July 30, 2021 (the “Form S-1 Registration Statement”). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
The registration statement for our Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, we consummated the Initial Public Offering of 13,570,000 shares(iii) each share of Class A common stock, at $10.00par value $0.0001 per share, generating gross proceeds of $135.7 million,RACA (“Class A Common Stock”) and incurring offering costseach share of approximately $8.1 million, inclusiveClass B common stock, par value $0.0001 per share, of approximately $4.8 million in deferred underwriting commissions.
SimultaneouslyRACA (“Class B Common Stock”) that was issued and outstanding immediately prior to the Effective Time became one share of Common Stock following the consummation of the Business Combination.
Upon$165,000,000 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the closing of the Initial Public OfferingBusiness Combination. We received net proceeds of approximately $260.0 million consisting of proceeds of the PIPE Financing and Private Placement, $135,700,000 ($10.00 per share)the proceeds remaining in RACA’s trust account. Transaction costs of approximately $27.0 million consisted of investment banker, legal, audit, tax, accounting, consulting, insurance, board retainer fees and listing fees.
If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period"), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount thenpandemic and its effects on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations to provide for claims of creditors and the requirements of other applicable law.
The issuance of additional shares in a Business Combination:
§ may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of Class B common stock resulted in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the shares of Class B common stock;
§ may subordinate the rights of holders of shares of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our shares of Class A common stock;
§ could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
§ may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
§ may adversely affect prevailing market prices for our shares of Class A common stock. Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:
§ default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
§ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves (in the absence of a waiver or renegotiation of that covenant);
§ our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
§ our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
§ our inability to pay dividends on our shares of Class A common stock;
§ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
§ limitations on our flexibility in planning for and reacting to changes in our business and operations are uncertain.
§ increased vulnerability to adverse changes in general economic, industrylength and competitive conditionsseverity of the restrictions and adverse changes in government regulation; and
§ other limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, executionconduct our business in the ordinary course. Specifically, we may not be able to fulfill enrollment expectations on our planned timeline or visit clinics to conduct on-site monitoring due to disruptions at our clinical trial sites. We are currently unable to predict when potential disruptions to our clinical programs resulting from the pandemic will resolve. Other impacts to our business may include temporary closures of our strategysuppliers and other purposes and other disadvantages compareddisruptions or restrictions on our employees’ ability to travel. Any prolonged material disruption to our competitors whoemployees or suppliers could adversely impact our preclinical research and clinical trial activities, financial condition and results of operations, including our ability to obtain financing.
As indicatednot experienced material business disruptions or incurred impairment losses in the accompanying financial statements, as of September 30, 2020, we had $1.1 million in cash. Further, we expect to incur significant costs in the pursuitcarrying values of our initial Business Combination. We cannot assure youassets as a result of the COVID-19 pandemic, and we are not aware of any specific related event or circumstance that would require us to revise our plans to raise capital or to complete our initial Business Combination will be successful.
Resultsestimates reflected in these Q3 2021 Financial Statements.
Operating Results
For the three months Ended September 30, 2021 | For the three months ended September 30, 2020 | Change | |||||||||||||||||||||
(In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Research and development | 13,004,649 | 2,480,064 | 10,524,585 | 424.4 | % | ||||||||||||||||||
General and administrative | 4,026,666 | 596,164 | 3,430,502 | 575.4 | % | ||||||||||||||||||
Total operating expenses | 17,031,315 | 3,076,228 | 13,955,087 | 453.6 | % | ||||||||||||||||||
Loss from operations | (17,031,315) | (3,076,228) | (13,955,087) | 453.6 | % | ||||||||||||||||||
Other expenses (income): | |||||||||||||||||||||||
Finance costs | (6,178) | (2,507) | (3,671) | (100.0) | % | ||||||||||||||||||
Foreign currency gain | 1,905 | 31,485 | (29,580) | (93.9) | % | ||||||||||||||||||
Total other expenses (income) | (4,273) | 28,978 | (33,251) | (114.7) | % | ||||||||||||||||||
Loss before provision for income taxes | (17,035,588) | (3,047,250) | (13,988,338) | 459.0 | % | ||||||||||||||||||
Provision for income taxes | (81,044) | — | (81,044) | 100.0 | % | ||||||||||||||||||
Net loss | (17,116,632) | (3,047,250) | (14,069,382) | 461.7 | % |
For the three months Ended September 30, 2021 | For the three months ended September 30, 2020 | Change | |||||||||||||||||||||
(In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
Research and development expenses: | |||||||||||||||||||||||
Salaries and benefits | 2,135,742 | 531,975 | 1,603,767 | 301.5 | % | ||||||||||||||||||
Sponsored research & product licenses | 3,950,000 | 387,397 | 3,562,603 | 919.6 | % | ||||||||||||||||||
Clinical trials | 4,399,327 | 923,870 | 3,475,457 | 376.2 | % | ||||||||||||||||||
Contract manufacturing | 2,400,794 | 481,584 | 1,919,210 | 398.5 | % | ||||||||||||||||||
Regulatory consulting | 118,786 | 155,238 | (36,452) | (23.5) | % | ||||||||||||||||||
Total | 13,004,649 | 2,480,064 | 10,524,585 | 424.4 | % |
the Company continues to increase the scale of its operations.
same or substantially similar factors impacting the current period noted above.
For the nine months Ended September 30, 2021 | For the nine months Ended September 30, 2020 | Change | |||||||||||||||||||||
(In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Research and development | 23,974,809 | 5,024,980 | 18,949,829 | 377.1 | % | ||||||||||||||||||
General and administrative | 7,440,910 | 2,687,161 | 4,753,749 | 176.9 | % | ||||||||||||||||||
Total operating expenses | 31,415,719 | 7,712,141 | 23,703,578 | 307.4 | % | ||||||||||||||||||
Loss from operations | (31,415,719) | (7,712,141) | (23,703,578) | 307.4 | % | ||||||||||||||||||
Other expenses: | |||||||||||||||||||||||
Finance costs | (11,840) | (2,507) | (9,333) | (100.0) | % | ||||||||||||||||||
Foreign currency loss | (32,901) | (33,928) | 1,027 | (3.0) | % | ||||||||||||||||||
Total other expenses | (44,741) | (36,435) | (8,306) | 22.8 | % | ||||||||||||||||||
Loss before provision for income taxes | (31,460,460) | (7,748,576) | (23,711,884) | 306.0 | % | ||||||||||||||||||
Provision for income taxes | (245,251) | (73,505) | (171,746) | 233.7 | % | ||||||||||||||||||
Net loss | (31,705,711) | (7,822,081) | (23,883,630) | 305.3 | % |
For the nine months Ended September 30, 2021 | For the nine months Ended September 30, 2020 | Change | |||||||||||||||||||||
(In U.S. dollars) | $ | $ | $ | % | |||||||||||||||||||
Research and development expenses: | |||||||||||||||||||||||
Salaries and benefits | 4,722,395 | 749,036 | 3,973,359 | 530.5 | % | ||||||||||||||||||
Sponsored research & product licenses | 6,333,269 | 1,425,397 | 4,907,872 | 344.3 | % | ||||||||||||||||||
Clinical trial | 8,613,078 | 1,162,717 | 7,450,361 | 640.8 | % | ||||||||||||||||||
Contract manufacturing | 3,934,564 | 1,418,546 | 2,516,018 | 177.4 | % | ||||||||||||||||||
Regulatory consulting | 371,503 | 269,284 | 102,219 | 38.0 | % | ||||||||||||||||||
Total | 23,974,809 | 5,024,980 | 18,949,829 | 377.1 | % |
Liquidity(b) costs associated with our licensing agreements and Capital Resources
Our liquidity needs have been satisfied prior to the completion of our Initial Public Offering through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor and a commitment from our Sponsor to loan us up to $300,000 to cover our expensesrelated sponsored research in connection with our Initial Public Offering.
product candidates both pre-clinical and clinical, including a $3,250,000 expense related to the option exercised in connection with the exclusive global licensing agreement with Bach Biosciences, as discussed above, (c) salaries and wages due to increased personnel costs as the Company continues to expand its research and development headcount and (d) regulatory consulting fees that are required to further advance the development of our product candidates as we advance our pipeline and grow the organization. The Company currently does not track its R&D expenditures by product.
As of September 30, 2020,2021, we had cash and cash equivalents of $1.1 million outsideapproximately $252.8 million. We expect that our cash and equivalents are sufficient to fund our operating expenses and capital expenditure requirements into the first quarter of 2024. We have based this estimate on current assumptions that may change or prove to be wrong, and we could utilize our available capital resources sooner than we expect.
We do not believedeclaring dividends. If we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so,through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have insufficient funds available to operate our business priorrelinquish valuable rights to our initial Business Combination. In order to fund working capital deficienciestechnologies, future revenue streams, research programs or finance transaction costs in connection with an intended initial Business Combination, our Sponsordrug candidates, or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into private placement shares at a price of $10.00 per share at the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $350,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful Business Combinations; $150,000 for legal and accounting fees related to regulatory reporting requirements; $100,000 for consulting, travel and miscellaneous expenses incurred during the search for an initial Business Combination target; $55,000 for Nasdaq continued listing fees; and $345,000 for general working capital that will be used for miscellaneous expenses and reserves. RA Capital will provide us office space and administrative and support services free of charge.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investorsgrant licenses on terms morethat may not be favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.us. If we are unable to complete our initial Business Combination because we do not have sufficientraise additional funds available to us, we will be forced to cease operations and liquidate the Trust Account.
Related Party Transactions
Founder Shares
On April 30, 2020, our Sponsor paid $25,000 in consideration for 2,875,000 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock"). In June 2020, our Sponsor transferred 30,000 founder shares to each of Messrs. Grau, Gray and Lubner.
We filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that we are authorized to issue shares of Class B non-redeemable common stock (the “Class B common stock”). Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. On July 8, 2020, we effected a 1:1.18 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 3,286,300 founder shares and there being an aggregate of 3,392,500 founder shares outstanding.
The Founder Shares will automatically convert into shares of Class A common stock, par value $0.0001 (the "Class A common stock") at the time of our initial Business Combination and are subject to certain transfer restrictions, as described in Note 6 of our unaudited financial statements. Our Sponsor had agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares were no longer subject to forfeiture.
Our Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assignthrough equity or sell any of their Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchangedebt financings or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property.
Private Placement Shares
Concurrently with the closing of the Initial Public Offering, our Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1 of our unaudited financial statements.
The Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.
Related Party Loans
On April 30, 2020, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). In May 2020,arrangements when needed, we borrowed $275,000 under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $275,000 were repaid in full in July 2020.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required ("Working Capital Loans"). If we complete a Business Combination,to delay, limit, reduce or terminate our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would repayotherwise prefer to develop and market ourselves.
sheet date based on facts and circumstances known to us at that time. We Contents – CONTROLS AND PROCEDURESPrivate PlacementSponsor has indicated an interest to purchase $25,000,000 offollowing table summarizes our common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used fortotal working capital and current assets and liabilities as of September 30, 2021 and December 31, 2020:As of
September 30,
2021As of
December 31,
2020Change (In U.S. dollars) $ $ $ % Current assets 259,293,937 12,397,095 246,896,842 1991.6 % Current liabilities 8,094,129 5,163,557 2,930,572 56.8 % Total working capital 251,199,808 7,233,538 243,966,270 3372.7 % the post-transaction company. However, because indicationsworking capital as of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares.Commitments and ContingenciesRegistration RightsHoldersSeptember 30, 2021, primarily reflects (a) net proceeds of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered intoapproximately $260.0 million in connection with the consummationBusiness Combination and the related PIPE Financing, exclusive of redemptions and approximately $27.0 million of transaction costs and (b) approximately $20.5 million received from the Initial Public Offering. Holdersexercise of warrants and stock options during the Founder Sharesnine months ended September 30, 2021. The transaction costs related to the Business Combination and Private Placement Shares are entitledPIPE Financing consisted of investment banker, legal, audit, tax, accounting, consulting, insurance, board retainer fees and listing fees. The increase in working capital as of September 30, 2021 was partially offset by increased (a) operating expenses, including research and development costs, (b) capital expenditures in connection with the development of our manufacturing and development facility in Indiana and (c) the repayment of our mortgage payable.For the nine
months
Ended
September 30,
2021For the nine
months
ended
September 30,
2020Change (In U.S. dollars) $ $ $ % Net cash flows used in operating activities (31,386,634) (3,785,833) (27,600,801) 729.1 % Net cash flows used in investing activities (8,104,579) (6,090,918) (2,013,661) 100.0 % Net cash flows provided by financing activities 281,770,182 28,647,005 253,123,177 883.6 % Net increase in cash and cash equivalents 242,278,969 18,770,254 223,508,715 1190.8 % demandproduct and "piggyback" registrationproduct lines during the Company’s clinical phase. These agreements often have minimum purchase commitments and stockholder rights. However, the registration and stockholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective untilgenerally terminate upon the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementWe granted the underwriters a 45-day option from the date of the final prospectus relatingclinical trial. For additional information, see Note 10 to the Initial Public OfferingQ3 2021 Financial Statements.purchase up to 1,770,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on Julyour license agreements, please also see Note 10 2020.The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payableQ3 2021 Financial Statements and Notes 11 and 12 to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Risks and UncertaintiesManagement is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements2020 Financial Statements. not include any adjustments that might result from the outcome of this uncertainty.Off-Balance Sheet ArrangementsAs of September 30, 2020, we did not have any off-balance sheet arrangements as definedor holdings in Item 303(a)(4)(ii) of Regulation S-K. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to asany variable interest entities,entities. would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Contractual ObligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to a deferred fee of $4.8 millionprepared in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Critical Accounting PoliciesThe preparation of condensed financial statements and related disclosures in conformityaccordance with generally accepted accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Americathe Company and its wholly-owned subsidiaries, POINT Biopharma Inc., POINT Biopharma Corp., POINT Biopharma USA, Inc. and West 78th Street, LLC, for financial information and pursuant to the rules and regulations of the SEC.managementus to make estimates, judgments and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,Q3 2021 Financial Statements and income andthe reported amounts of expenses during the periods reported.reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materiallymay differ from those estimates. We have identifiedthese estimates under different assumptions or conditions.accounting policies:Common Stock Subject to Possible RedemptionWe account for our common stock subject to possible redemptionthe judgments and estimates used in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity sectionpreparation of our condensed consolidated financial statements.sheet.Net Loss Per Common Shareapplyperiodically confirm the two-class methodaccuracy of the estimates with the service providers and make adjustments if necessary. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A redeemable common stock is calculated by dividingreporting amounts that are too high or too low in any particular period. To date, our estimated accruals have not differed materially from actual costs incurred.interest income earnedfair value of each award issued under our equity-based compensation plan on the Trust Account, netdate of applicable taxes,grant. Compensation expense for service-based stock option awards is recognized on a straight-line basis for the entire award over the requisite service period, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.weighted average numberCompany as well as recent accounting pronouncements for accounting standard updates not yet effective and their respective impact and expected impact on our consolidated financial statements, please see Note 2 to the Q3 2021 Financial Statements.sharesour investment activities are to ensure liquidity and to preserve capital. We are exposed to market risks in the ordinary course of Class A redeemable common stock outstanding forour business, primarily interest rate risk and foreign exchange risk.periods. Net loss per common share, basicmortgage loan was repaid in full and diluted for Class B common stock is calculated by dividing net loss less income attributablethe related mortgage on our facility in Indianapolis, Indiana was released.Class A redeemable common stock, by the weighted average numberforeign currency risk in relation to its expenses incurred from certain Canadian supplier agreements as well as salaries and wages in respect of shares of Class B common stock outstanding for the periods presented.Recent Accounting StandardsManagement doesour Canadian employees. We also incurred limited expenses denominated in Euro.any recently issued, but not yet effective, accounting standards, if currently adopted, would haveinflation, interest rate changes or exchange rate fluctuations had a material effectsignificant impact on our condensed financial statements.JOBS ActThe JOBS Act contains provisions that, among other things, relax certain reporting requirementsresults of operations for qualifying public companies.any periods presented herein. We qualify as an "emerging growth company"will continue to monitor our market risks and under the JOBS Act will be allowedresponses to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoptionthose risks.new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.Item 3. Quantitative and Qualitative Disclosures about Market Risk.As of September 30, 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares are held in the Trust Account invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Controls and Procedures.Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of ouras of the end of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms,forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of September 30, 2021, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
– DEFAULTS UPON SENIOR SECURITIES MINE SAFETY DISCLOSURES.There2020 covered by this Quarterly Report on Form 10-Q2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.–- OTHER INFORMATIONItem 1.Legal Proceedings.None.risk factorsrisks and uncertainties disclosed in our final prospectus filed with the SEC on July 7, 2020, except weProspectus. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. and UseProceeds from Registeredequity securities during the quarter ended September 30, 2021.On July 10, 2020, we consummated the Initial Public Offering of 13,570,000 shares of Class A common stock, including the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating total gross proceeds of $135,700,000. Jefferies LLC acted as the sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-239196). The Securities and Exchange Commission declared the registration statements effective on July 7, 2020. Our shares of Class A common stock began trading on The Nasdaq Capital Market under the ticker symbol “RACA” on July 8, 2020.Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 471,400 shares of Class A common stock at a purchase price of $10.00 per Private Placement Share, to our Sponsor, generating gross proceeds to us of approximately $4,714,000. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they maysubject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completionrepurchase any of our initial Business Combination or (B) subsequent to our initial Business Combination,equity securities during the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of our initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of the shares of Class A common stock sold in our Initial Public Offering if we have not consummated a Business Combination within 24 months of the closing of our Initial Public Offering or with respect to any other material provisions relating to our stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by us to purchase the Initial Public Offering shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the we fail to consummate a Business Combination within 24 months of the closing of the IPO).quarter ended September 30, 2021.A total of $135,700,000, comprised of the proceeds from the Initial Public Offering and the sale of the Private Placement Shares, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.We paid a total of $2,714,000 in underwriting discounts and commissions and $588,042 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $4,749,500 in underwriting discounts and commissions.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.ItemDefaults Upon Senior Securities.ItemMine Safety Disclosures.ItemExhibits. EXHIBITS.ExhibitNumberDescriptionExhibit
NumberDescription 2.1† 31.13.13.2 10.1*# 10.2*# 10.3*# 10.4*# 31.1* 31.2* 31.232* 32.132.2Certification ofand Chief Financial Officer Pursuantpursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Rule 13a-14(b) or Rule 15d-14(b).101.INS* 101.INSXBRL Instance Document 101.SCH* 101.SCHXBRL Taxonomy Extension Schema Document 101.CAL* 101.CALXBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* 101.DEFXBRL Taxonomy Extension Definition Linkbase Document 101.LAB* 101.LABXBRL Taxonomy Extension Label Linkbase Document 101.PRE* 101.PREXBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.hereuntothereunto duly authorized on this 2nd day of November, 2020.authorized.THERAPEUTICS ACQUISITION CORP.POINT BIOPHARMA GLOBAL INC. Date: November 12, 2021 By:/s/ Matthew HammondName: Matthew HammondTitle:By:/s/Joe McCann. Dr. Joe McCann, Ph.D. Chief Executive Officer (Principal Executive Officer) By: /s/Bill Demers Bill Demers Chief Financial Officer (Principal Financial Officer)