SEC Filing — Icosavax, Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

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

For the transition period from ________to_________.

Commission File Number: 001-40655

ICOSAVAX, INC.

(Exact name of Registrant as specified in its charter)


Delaware		82-3640549
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1930 Boren Avenue, Suite 1000 Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 737-0085

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ICVX

Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of August 8, 2023, the registrant had 50,046,552 shares of common stock ($0.0001 par value) outstanding.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited)	2
	Condensed Balance Sheets	2
	Condensed Statements of Operations and Comprehensive Loss	3
	Condensed Statements of Stockholders’ Equity	4
	Condensed Statements of Cash Flows	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3	Defaults Upon Senior Securities	78
Item 4	Mine Safety Disclosures	78
Item 5	Other Information	78
Item 6	Exhibits	78
	Signatures	80

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ICOSAVAX, INC.

Condensed Balance Sheets

(Unaudited)

(in thousands, except share and par value data)


	June 30,			December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	155,073		$	58,846
Restricted cash		—			1,061
Short-term investments		91,860			159,461
Prepaid expenses and other current assets		4,766			4,545
Total current assets		251,699			223,913
Right-of-use assets – operating leases		3,072			3,247
Property and equipment, net		12,131			11,517
Other noncurrent assets		2,124			—
Total assets	$	269,026		$	238,677
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	1,547		$	2,892
Accrued and other current liabilities		11,298			8,759
Current portion of operating lease liabilities		2,169			2,137
Total current liabilities		15,014			13,788
Operating lease liabilities, net of current portion		6,272			6,658
Other noncurrent liabilities		18			69
Total liabilities		21,304			20,515
Commitments and contingencies (Note 2)
Stockholders' equity:
Common stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 49,937,580 and 41,177,706 shares issued as of June 30, 2023 and December 31, 2022, respectively; 49,916,220 and 41,095,564 shares outstanding as of June 30, 2023 and December 31, 2022, respectively		7			6
Additional paid-in capital		484,666			404,386
Accumulated other comprehensive loss		(66	)		(403	)
Accumulated deficit		(236,885	)		(185,827	)
Total stockholders' equity		247,722			218,162
Total liabilities and stockholders' equity	$	269,026		$	238,677

See accompanying notes to financial statements

ICOSAVAX, INC.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Grant revenue	$	—		$	—		$	—		$	582
Operating expenses:
Research and development		19,826			15,820			37,183			33,733
General and administrative		9,129			7,311			18,294			13,633
Total operating expenses		28,955			23,131			55,477			47,366
Loss from operations		(28,955	)		(23,131	)		(55,477	)		(46,784	)
Other income:
Interest and other income		2,458			495			4,419			615
Total other income		2,458			495			4,419			615
Net loss	$	(26,497	)	$	(22,636	)	$	(51,058	)	$	(46,169	)
Other comprehensive (loss) income:
Unrealized (losses) gains on available-for-sale debt securities		(3	)		(275	)		337			(275	)
Comprehensive loss	$	(26,500	)	$	(22,911	)	$	(50,721	)	$	(46,444	)
Net loss per share, basic and diluted	$	(0.59	)	$	(0.57	)	$	(1.19	)	$	(1.17	)
Weighted-average common shares outstanding, basic and diluted		44,770,820			39,594,028			43,042,461			39,524,408

See accompanying notes to financial statements

ICOSAVAX, INC.

Condensed Statements of Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2022		41,095,564	$	6	$	404,386	$	(403	)	$	(185,827	)	$	218,162

Shares released from restriction upon vesting of early-exercised stock options		30,392		—		25		—			—			25
Exercise of common stock options		109,913		—		117		—			—			117
Vesting of shares of restricted common stock		110,021		—		—		—			—			—
Stock-based compensation		—		—		6,000		—			—			6,000
Other comprehensive income		—		—		—		340			—			340
Net loss		—		—		—		—			(24,561	)		(24,561	)
Balance at March 31, 2023		41,345,890	$	6	$	410,528	$	(63	)	$	(210,388	)	$	200,083

Issuance of common stock		8,369,754		1		67,480		—			—			67,481
Shares released from restriction upon vesting of early-exercised stock options		30,390		—		26		—			—			26
Exercise of common stock options		35,805		—		65		—			—			65
Vesting of shares of restricted common stock		42,941		—		—		—			—			—
Issuance of common stock for Employee Stock Purchase Plan		91,440		—		256		—			—			256
Stock-based compensation		—		—		6,311		—			—			6,311
Other comprehensive loss		—		—		—		(3	)		—			(3	)
Net loss		—		—		—		—			(26,497	)		(26,497	)
Balance at June 30, 2023		49,916,220	$	7	$	484,666	$	(66	)	$	(236,885	)	$	247,722


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2021		39,175,279	$	5	$	372,284	$	—		$	(94,069	)	$	278,220

Shares released from restriction upon vesting of early-exercised stock options		53,483		—		27		—			—			27
Exercise of common stock options		295,764		—		276		—			—			276
Stock-based compensation		—		—		4,550		—			—			4,550
Net loss and comprehensive loss		—		—		—		—			(23,533	)		(23,533	)
Balance at March 31, 2022		39,524,526	$	5	$	377,137	$	—		$	(117,602	)	$	259,540

Shares released from restriction upon vesting of early-exercised stock options		52,208		—		25		—			—			25
Exercise of common stock options		1,962		—		12		—			—			12
Vesting of shares of restricted common stock		14,916		—		—		—			—			—
Issuance of common stock for Employee Stock Purchase Plan		36,785		—		211		—			—			211
Stock-based compensation		—		—		5,552		—			—			5,552
Other comprehensive loss		—		—		—		(275	)		—			(275	)
Net loss		—		—		—		—			(22,636	)		(22,636	)
Balance at June 30, 2022		39,630,397	$	5	$	382,937	$	(275	)	$	(140,238	)	$	242,429

See accompanying notes to financial statements

ICOSAVAX, INC.

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)


	Six Months Ended June 30,
	2023			2022
Operating activities:
Net loss	$	(51,058	)	$	(46,169	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation		12,311			10,102
Depreciation		1,308			98
Non-cash lease expense		—			440
Amortization of premiums and discounts on short-term investments		(2,163	)		(189	)
Changes in operating assets and liabilities:
Prepaids and other current assets		(601	)		1,192
Right-of-use assets – operating leases		175			—
Other noncurrent assets		(1,744	)		—
Accounts payable		(1,015	)		(274	)
Accrued and other current liabilities		2,270			89
Deferred revenue		—			(582	)
Operating lease liabilities		(884	)		—
Proceeds from lease incentive		530			2,629
Net cash used in operating activities		(40,871	)		(32,664	)
Investing activities:
Purchases of property and equipment		(2,252	)		(4,608	)
Purchases of short-term investments		(50,000	)		(134,545	)
Maturities of short-term investments		120,101			—
Net cash provided by (used in) investing activities		67,849			(139,153	)
Financing activities:
Proceeds from issuance of common stock, net of issuance costs		67,750			—
Proceeds from exercise of stock options		438			499
Net cash provided by financing activities		68,188			499
Net increase (decrease) in cash, cash equivalents, and restricted cash		95,166			(171,318	)
Cash, cash equivalents, and restricted cash at beginning of period		59,907			280,724
Cash, cash equivalents, and restricted cash at end of period	$	155,073		$	109,406

Supplemental disclosure of noncash activities