Full Press Release Details
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
ENLIVEN THERAPEUTICS, INC.
| Page | ||||
| Report of Independent Registered Public Accounting Firm | F-2 | |||
| Financials Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 | F-3 | |||
| Balance Sheets | F-3 | |||
| Statements of Operations and Comprehensive Loss | F-4 | |||
| Statements of Convertible Preferred Stock and Stockholders' Deficit | F-5 | |||
| Statements of Cash Flows | F-6 | |||
| Notes to Financial Statements | F-7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Enliven Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Enliven Inc. (formerly Enliven Therapeutics, Inc.) (the "Company") as of December 31, 2022 and 2021, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders' deficit, and cash flows, for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
San Jose, California
March 21, 2023 (June 23, 2023, as to the effects of the exchange ratio described in Note 1)
We have served as the Company's auditor since 2020.
ENLIVEN THERAPEUTICS, INC.
(in thousands, except share and per share amounts)
| As of December 31, | ||||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 75,536 | $ | 110,024 | ||||
| Prepaid expenses and other current assets | 2,217 | 646 | ||||||
| Total current assets | 77,753 | 110,670 | ||||||
| Property and equipment, net | 890 | 492 | ||||||
| Right of use asset | 626 | 462 | ||||||
| Deferred offering costs | 3,975 | 1,651 | ||||||
| Restricted cash | 54 | 54 | ||||||
| TOTAL ASSETS | $ | 83,298 | $ | 113,329 | ||||
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable, net | $ | 3,438 | $ | 2,521 | ||||
| Accrued expenses and other current liabilities | 6,277 | 3,232 | ||||||
| Total current liabilities | 9,715 | 5,753 | ||||||
| LONG TERM LIABILITIES | ||||||||
| Other non-current liabilities | 659 | 714 | ||||||
| Total liabilities | 10,374 | 6,467 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 7) | ||||||||
| Convertible preferred stock, $ 0.0001 par value; 61,730,064 shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021, liquidation preference of $ 140,520 at December 31, 2022 and December 31, 2021 | 149,749 | 149,749 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock $ 0.0001 par value; 26,264,364 shares authorized at December 31, 2022 and December 31, 2021; 3,570,019 and 3,435,014 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 1 | 1 | ||||||
| Additional paid-in capital | 6,038 | 2,314 | ||||||
| Accumulated deficit | ( 82,864 | ) | ( 45,202 | ) | ||||
| Total stockholders' deficit | ( 76,825 | ) | ( 42,887 | ) | ||||
| TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | $ | 83,298 | $ | 113,329 |
The accompanying notes are an integral part of these financial statements
ENLIVEN THERAPEUTICS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
| Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | 31,022 | $ | 20,474 | ||||
| General and administrative | 7,769 | 4,288 | ||||||
| Total operating expenses | 38,791 | 24,762 | ||||||
| Loss from operations | ( 38,791 | ) | ( 24,762 | ) | ||||
| Other income (expense), net | ||||||||
| Interest income | 1,129 | 22 | ||||||
| Total other income, net | 1,129 | 22 | ||||||
| Net loss and comprehensive loss | $ | ( 37,662 | ) | $ | ( 24,740 | ) | ||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ( 12.05 | ) | $ | ( 10.73 | ) | ||
| Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted | 3,124,274 | 2,306,110 |
The accompanying notes are an integral part of these financial statements
ENLIVEN THERAPEUTICS, INC.
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
(in thousands, except share amounts)
| Convertible | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
| Balance - January 1, 2021 | 61,730,064 | $ | 149,749 | 3,257,927 | $ | 1 | $ | 157 | $ | ( 20,462 | ) | $ | ( 20,304 | ) | ||||||||||||||||
| Exercise of common stock options | - | - | 177,087 | - | 136 | - | 136 | |||||||||||||||||||||||
| Vesting of restricted stock and stock options | - | - | - | - | 97 | - | 97 | |||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 1,924 | - | 1,924 | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( 24,740 | ) | ( 24,740 | ) | |||||||||||||||||||||
| Balance - December 31, 2021 | 61,730,064 | 149,749 | 3,435,014 | 1 | 2,314 | ( 45,202 | ) | ( 42,887 | ) | |||||||||||||||||||||
| Exercise of common stock options | - | - | 135,005 | - | 246 | - | 246 | |||||||||||||||||||||||
| Vesting of restricted stock and stock options | - | - | - | - | 287 | - | 287 | |||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 3,191 | - | 3,191 | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( 37,662 | ) | ( 37,662 | ) | |||||||||||||||||||||
| Balance - December 31, 2022 | 61,730,064 | $ | 149,749 | 3,570,019 | $ | 1 | $ | 6,038 | $ | ( 82,864 | ) | $ | ( 76,825 | ) |
The accompanying notes are an integral part of these financial statements
ENLIVEN THERAPEUTICS, INC.
STATEMENTS OF CASH FLOWS
| Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( 37,662 | ) | $ | ( 24,740 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 215 | 115 | ||||||
| Stock-based compensation | 3,191 | 1,924 | ||||||
| Write-off of deferred IPO costs | 1,741 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( 1,590 | ) | ( 563 | ) | ||||
| Right-of-use asset | 4 | 133 | ||||||
| Accounts payable | 411 | 1,734 | ||||||
| Accrued expenses and other liabilities | 1,613 | 2,263 | ||||||
| Net cash used in operating activities | ( 32,077 | ) | ( 19,134 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( 612 | ) | ( 191 | ) | ||||
| Net cash used in investing activities | ( 612 | ) | ( 191 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Issuance of convertible preferred stock, net of issuance costs | - | ( 226 | ) | |||||
| Deferred issuance costs related to merger / initial public offering | ( 2,390 | ) | ( 1,480 | ) | ||||
| Issuance of common stock | 591 | 690 | ||||||
| Net cash used in financing activities | ( 1,799 | ) | ( 1,016 | ) | ||||
| Net decrease in cash, cash equivalents and restricted cash | ( 34,488 | ) | ( 20,341 | ) | ||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 110,078 | 130,419 | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 75,590 | $ | 110,078 | ||||
| Components of cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | 75,536 | $ | 110,024 | ||||
| Restricted cash | 54 | 54 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 75,590 | $ | 110,078 | ||||
| Supplemental disclosure of non-cash operating activities: | ||||||||
| Deferred issuance costs related to initial public offering included in accounts payable | $ | - | $ | 131 | ||||
| Deferred issuance costs related to initial public offering included in accrued liabilities | $ | - | $ | 39 | ||||
| Deferred merger costs included in accounts payable | $ | 656 | $ | - | ||||
| Deferred merger costs included in accrued liabilities | $ | 1,190 | $ | - | ||||
| Lease liability obtained in exchange for right of use asset | $ | 387 | $ | 491 |
The accompanying notes are an integral part of these financial statements
ENLIVEN THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
In connection with the closing of the Merger (as defined below) Enliven Therapeutics, Inc. changed its name to Enliven Inc. on February 23, 2023. For the purposes of these Notes to the Financial Statements, Enliven Therapeutics, Inc. is referring to the company prior to the Merger (as defined below).
1. Organization, Description of Business and Liquidity
Enliven Therapeutics, Inc. (the Company) was incorporated in the State of Delaware on June 12, 2019 and is headquartered in Boulder, Colorado. The Company is a biopharmaceutical company focused on the discovery and development of small molecule inhibitors to help patients with cancer not only live longer, but better. The Company aims to address emerging unmet needs with a precision oncology approach that improves survival and enhances overall patient well-being. Its discovery process combines deep insights in clinically validated biological targets and differentiated chemistry with the goal of designing therapies for unmet needs.
Since its inception, the Company has devoted substantially all of its efforts to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these activities. To date, the Company has funded its operations primarily through private placements of its convertible preferred stock.
On October 13, 2022, the Company entered into an agreement and plan of merger (Merger Agreement) with Imara Inc. (Imara), a Delaware corporation and Iguana Merger Sub, Inc., a wholly-owned subsidiary of Imara (Merger Sub). Pursuant to the Merger Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as a wholly owned subsidiary of Imara and the surviving corporation of the merger (the Merger). Immediately prior to the closing of the Merger, certain new and current investors subscribed for the purchase of an aggregate of approximately $164.5 million of common stock of Enliven (the Financing). On February 23, 2023, Enliven closed the Merger with Imara Inc. Following the closing of the Merger, Imara Inc. changed its corporate name to Enliven Therapeutics, Inc.
Risks and uncertainties
The Company is subject to risks common to development-stage companies in the biotechnology industry including, but not limited to, risks of failure of preclinical studies and clinical trials, new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on third-party organizations, risks of obtaining regulatory approval for any product candidate that it may develop, compliance with government regulations and the need to obtain additional financing.
The Company continues to closely monitor macroeconomic and geopolitical developments, including the global COVID-19
pandemic, the Russia- Ukraine conflict and inflation. The extent of the impact of these developments on the Company's business, operations and research and development timelines and plans remains uncertain, and will depend on numerous factors, including the impact, if any, on the Company's personnel, responses of governmental entities, and the responses of third parties such as contract research organizations (CROs), contract manufacturing organizations (CMOs) and other third parties with whom the Company does business. Any prolonged material disruption to the Company's employees or suppliers could adversely impact the Company's development activities, financial condition and results of operations, including its ability to obtain financing. The Company is monitoring the potential impact of these developments on its business and financial statements. To date, the Company has not experienced material business disruptions or incurred impairment losses in the carrying values of its assets as a result of these developments, and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these financial statements.
Liquidity considerations
In order to complete the development of our product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we will require substantial additional capital. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, we may seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount and timing of our capital requirements. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates, and we do not know when, or if, that will occur.
The Company has incurred significant losses and negative cash flows from operations since inception. As of December 31, 2022, the Company had an accumulated deficit of $82.9 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $37.7 million and $24.7 million for the years ended December 31, 2022 and 2021, respectively. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to develop its product candidates. The Company currently expects that its cash and cash equivalents of $75.5 million as of December 31, 2022 will be sufficient to fund operating expenses and capital requirements for at least 12 months from the date the financial statements are issued.
Merger Agreement and Exchange Ratio
On October 13, 2022, the Company entered into the Merger Agreement with Imara, a Delaware corporation and Merger Sub. Pursuant to the Merger Agreement, among other matters, Merger Sub merged with and into the Company, with the Company continuing as a wholly owned subsidiary of Imara and the surviving corporation of the Merger. The Merger was intended to qualify for U.S. federal income tax purposes as a tax-free "reorganization" under the provisions of Section 368(a) of the Code and, in the event that former Enliven stockholders, including stockholders that participate in the Enliven pre-closing
financing, are in "control" of Imara immediately after the effective time of the Merger (within the meaning of Section 368(c) of the Code), as a non-taxable
exchange of shares of Enliven common stock for shares of Imara common stock within the meaning of Section 351(a) of the Code, with the result that Enliven stockholders will generally not recognize taxable gain or loss for U.S. federal income tax purposes upon the exchange of Enliven common stock for Imara common stock pursuant to the Merger, except with respect to cash received in lieu of a fractional share of Imara common stock.
Upon the closing of the Merger on February 23, 2023, (a) each outstanding share of Company common stock (including common stock issued upon the conversion of the Company's preferred stock, and shares issued in the Financing) was converted into the right to receive a number of shares of Imara common stock (Imara Common Stock) (after giving effect to the 1-for-4
reverse stock split of Imara Common Stock in connection with the Merger) equal to the exchange ratio per the Merger Agreement; and (b) each of the then outstanding Company stock option that had not previously been exercised prior to the closing of the Merger was assumed by Imara.
Immediately prior to the closing of the Merger, and in order to provide the Company with additional capital for its development programs, certain new and current investors purchased an aggregate of approximately $164.5 million of common stock of Enliven.
The Merger and Financing were completed on February 23, 2023. The Merger has been accounted for as a reverse recapitalization under U.S. GAAP because the assets of Imara as of the effective date of the Merger are primarily cash and other non-operating
assets. Enliven was determined to be the accounting acquirer based upon the terms of the Merger and other factors including: (1) Enliven stockholders own a substantial majority of the voting rights in the combined company; (2) Enliven designated a majority (eight of nine) of the initial members of the board of directors of the combined company; and (3) Enliven's senior management holds all positions in senior management of
the combined company.
2. Summary of Significant Accounting Policies
Basis of presentation
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (US GAAP). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP, as found in the Accounting Standards Codification, (ASC), and Accounting Standards Update, (ASU), of the Financial Accounting Standards Board (FASB).
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the determination of fair value of the Company's common stock and convertible preferred stock, determination of the fair value of the convertible preferred stock tranche liabilities and stock-based
compensation. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2022 and 2021, cash and cash equivalents consisted primarily of checking and money market funds composed of US government obligations.
The Company classifies all cash whose use is limited by contractual provisions as restricted cash. Restricted cash arises from the requirement for the Company to maintain cash of $54,000 as collateral for a sublease with the facility's landlord. As of December 31, 2022 and 2021, $54,000 of restricted cash was recorded in restricted cash in the balance sheets.
Concentrations of credit risk and off-balance
The Company maintains its cash accounts and money market fund that at times exceed insured limits. As of December 31, 2022 and 2021, the Company's cash balances exceeded those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.
Fair value measurements
Financial assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are as follows:
Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.
The Company monitors the availability of inputs that are significant to the measurement of fair value to assess the appropriate categorization of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the Company's policy is to recognize significant transfers between levels at the end of the reporting period. The significance of transfers between levels is evaluated based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits.
The Company's cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair value due to their short maturities.
Deferred offering costs
Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the Company's previously planned Initial Public Offering (IPO) and the Merger were capitalized and recorded on the balance sheets. During the year ended December 31, 2022, the Company expensed its previously capitalized deferred offering costs related to the previously planned IPO, which totaled $1.7 million, to general and administrative expenses, in the statement of operations and comprehensive loss. Deferred offering costs capitalized as of December 31, 2022 and 2021 were $4.0 million and $1.7 million, respectively.
Property and equipment, net
Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net income or loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset.
The Company's property and equipment consist of laboratory equipment and employee-related computers with estimated useful lives of three to
Impairment of long-lived assets
The Company evaluates long-lived assets, which consist of laboratory equipment and computers, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, no impairments have been recognized in the Company's financial statements.
The Company elected to early adopt ASU No. 2016-02,
Leases (ASC 842) and its associated amendments as of January 1, 2020. In June 2020, the Company entered into a sublease agreement under which it leased laboratory and office facilities which the Company determined to be an operating lease. At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use
asset (ROU) upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use
assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. As the Company's lease does not provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease
Operating ROU assets are reflected in ROU assets. Operating lease liabilities are reflected in accrued expenses and other current liabilities, and other non-current
Convertible preferred stock
The Company classifies convertible preferred stock outside of stockholders' deficit on its balance sheet as the requirements of triggering a deemed liquidation event are not within the Company's control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). The Company records the issuance of convertible preferred stock at the issuance price less related issuance costs and less any discount arising on allocation of proceeds to one or more derivative features. The Company has not adjusted the carrying values of the convertible preferred stock to its liquidation preference because of the uncertainty as to whether a deemed liquidation event may occur.
Research and development expenses
The Company expenses research and development costs as incurred. Research and development expenses consist primarily of costs incurred for the discovery and development of its product candidates and include consultants and supplies to conduct clinical, preclinical, and non-clinical
studies, costs to acquire, develop and manufacture supplies for preclinical and clinical testing and other studies, expenses incurred under agreements with contract research organizations, and salaries and related costs, including equity-based compensation, as well as depreciation and other allocated facility-related and overhead expenses. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed.
The Company estimates clinical and preclinical study expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company's behalf. In addition, clinical, preclinical, and non-clinical
study materials are manufactured by contract manufacturing organizations. In accruing for these services, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and the Company's estimates of accrued expenses and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly.
Stock-based compensation
The Company measures and records the expense related to stock-based payment awards based on the estimated grant date fair value of those awards. The Company recognizes stock-based compensation expense over the requisite service period of the individual award, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock awards. The Black-Scholes option pricing model requires the Company to make assumptions and judgements about the variables used in the calculations, including the fair value of common stock, expected term, expected volatility of its common stock, risk-free interest rate and expected dividend yield. As the stock-based compensation is based on awards ultimately expected to vest, it is reduced by forfeitures, which the Company accounts for as they occur.
The Company classifies equity-based compensation expense in the statement of operations and comprehensive loss in the same manner in which the award recipients' payroll costs are classified or in which the award recipients' service payments are classified.
Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include:
The assumptions underlying these valuations represented the Company's board and management's best estimates, which
involved inherent uncertainties and the application of management's judgment. As a result, if the Company had used significantly different assumptions or estimates, the fair value of its stock-based compensation expense could be materially different.
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.