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MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TANGO Management s discussion and analysis of our financial condition and results of operations should be read together with Tango

Key Takeaway: MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TANGO Management s discussion and analysis of our financial condition and results of operations should be read together with Tango s unaudited condensed consolidated financial statements a

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MANAGEMENT S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TANGO
Management s discussion and analysis of our financial condition and results of operations should be read together with Tango s
unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Form 8-K and with Tango s audited consolidated financial statements and notes for the year ended
December 31, 2020 included in the Company s effective proxy statement/prospectus, on file with the SEC on July 16, 2021, and incorporated into this 8-K by reference. Some of the information
contained in our management s discussion and analysis or set forth elsewhere in this Form 8-K, including information with respect to our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion
Unless otherwise indicated, references in this Management s Discussion and Analysis of Financial Condition and Results of
Operations section to Tango, we, us, our and other similar terms refer to Old Tango (as defined below) and its subsidiary prior to the closing of the business combination with BCTG Acquisition Corp.
and to Tango and its consolidated subsidiaries after giving effect to the Business Combination.
We are a precision oncology company leveraging our state-of-the-art target discovery platform to identify novel targets and develop new drugs directed at tumor suppressor gene loss in defined patient populations with high unmet medical need. Tumor
suppressor gene loss remains a largely untouched target space specifically because these genetic events cannot be directly targeted. Empowered by recent advances in CRISPR technology, we are now able to employ a unique functional genomics approach
and apply the principles of synthetic lethality to target the loss of specific tumor suppressor genes at scale. We believe this will result in establishing a sustainable pipeline optimized to deliver meaningfully clinical benefit to patients. Our
novel small molecules are designed to be selectively active in cancer cells with specific tumor suppressor gene loss, killing those cancer cells while being relatively inert in normal cells. We also are extending this target space beyond the
classic, cell-autonomous effects of tumor suppressor gene loss to include the discovery of novel targets that reverse the effects of tumor suppressor gene loss that prevent the immune system from recognizing and killing cancer cells (immune
evasion). We believe this approach will provide the ability to deliver the deep, sustained target inhibition necessary for prolonged tumor regression and meaningful clinical benefit as a result of the unique ability of synthetic lethal targeting to
Our lead program, TNG908, a protein arginine methyl transferase 5 (PRMT5) inhibitor that is synthetic lethal with
MTAP deletion, is being developed as a treatment for cancers with MTAP deletions, which occur in 10% to 15% of all human cancers. In preclinical studies, TNG908 demonstrated 15-fold greater potency in cells
with MTAP deletions than those without. We plan to file an Investigational New Drug ( IND ) application for TNG908 in the fourth quarter of 2021 and initiate a Phase 1/2 clinical trial in the first half of 2022. We are also developing a
ubiquitin-specific protease 1 (USP1) inhibitor that is synthetic lethal with BRCA1 mutations, which are present in approximately 15% of ovarian cancer, 5% of breast cancers, and 1% of prostate cancers. In vitro and in vivo preclinical
data demonstrated potent anti-tumor activity. We plan to file an IND in 2022 and expect this molecule to have both single agent activity in PARPi-na ve and PARPi-resistant BRCA1 mutant cancers and to
synergize with PARP inhibitors. Our third program, an undisclosed synthetic lethal target (Target 3), reverses the immune evasion effect of serine-threonine kinase 11 (STK11)
loss-of-function mutations, which are present in approximately 20% of non-small cell lung cancers. We plan to file an IND for
this program in 2023.
On August 10, 2021, we completed a business combination transaction with BCTG Acquisition Corp.
( BCTG ) in which BCTG acquired 100% of our issued and outstanding equity securities in exchange for $550.0 million worth of consideration in the form of BCTG common stock (the Business Combination ). See BCTG
Business Combination below for additional information.
Since our inception, we have focused primarily on organizing and staffing
our company, business planning, raising capital, discovering product candidates, securing related intellectual property, and conducting research and development activities for our programs. Since our inception, we have funded our operations
primarily through equity financings and from the proceeds received from our collaboration agreement with Gilead Sciences, Inc. ( Gilead ). Since inception we have raised an aggregate of approximately $166.9 million of gross proceeds
from the sale of preferred shares, approximately $352.9 million in gross proceeds through the closing of the BCTG Business Combination and PIPE Investment transactions and another $202.1 million through our collaboration with Gilead.
Since inception, we have incurred significant operating losses. Our net losses were $16.6 million and $16.3 million for the six
months ended June 30, 2021 and 2020, respectively. We had an accumulated deficit of $119.7 million and $103.1 million as of June 30, 2021 and December 31, 2020, respectively. We expect to continue to incur significant and
increasing expenses and operating
losses for the foreseeable future, as we advance our product candidates through preclinical and clinical development and seek regulatory approvals, manufacture drug product and drug supply,
maintain and expand our intellectual property portfolio, as well as hire additional personnel, pay for accounting, audit, legal, regulatory and consulting services, and pay costs associated with maintaining compliance with Nasdaq listing rules and
the requirements of the U.S. Securities and Exchange Commission ( SEC ), director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company. Our net losses
may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the
timing of our preclinical studies, our clinical trials and our expenditures on other research and development activities.
any product candidates approved for sale and have not generated any revenue from product sales. We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for our
product candidates, if ever. In addition, if we obtain regulatory approval for our product candidates and do not enter into a third-party commercialization partnership, we expect to incur significant expenses related to developing our
commercialization capability to support product sales, marketing, manufacturing and distribution activities. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can
generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings or other sources, such as potential collaboration agreements, strategic
alliances and licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. Our failure to raise capital or enter into such agreements as, and when
needed, could have a negative effect on our business, results of operations and financial condition.
Response to COVID-19
In response to the ongoing global COVID-19
pandemic, including any novel variants such as the Delta variant, we established a cross-functional task force and have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our employees and our business. Our operations are considered an essential business and we have been allowed to continue operating under current governmental restrictions during this period. We
have taken measures to secure our research and development activities, while work in laboratories and facilities has been organized to reduce risk of COVID-19 transmission. The extent of the impact of the COVID-19 pandemic on our business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact
on our clinical trial enrollment, trial sites, contract research organizations ( CROs ), contract manufacturing organizations, and other third parties with whom we do business, as well as its impact on regulatory authorities and our key
scientific and management personnel. While we are experiencing limited financial and operational impacts at this time, given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties
associated with the pandemic, our business, financial condition and results of operations ultimately could be materially adversely affected. We continue to closely monitor the COVID-19 pandemic as we evolve
our business continuity plans, clinical development plans and response strategy.
BCTG Business Combination
On April 13, 2021, we executed a definitive merger agreement with BCTG and BCTG Merger Sub memorializing the terms of the Business
Combination. The Business Combination was approved on August 9, 2021 by shareholders of BCTG, resulting in BCTG acquiring 100% of our issued and outstanding equity securities on August 10, 2021. The Business Combination was accounted for
as a reverse recapitalization in accordance with U.S. GAAP. Under the reverse recapitalization model, the Business Combination was treated as Tango issuing equity for the net assets of BCTG, with no goodwill or intangible assets
recorded. Under this method of accounting, BCTG was treated as the acquired company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, our stockholders have a
majority of the voting power of the combined company, we comprise all of the ongoing operations of the combined entity, we comprise a majority of the governing body of the combined company, and our senior management comprise all of the senior
management of the combined company. As a result of the Business Combination, BCTG was renamed Tango Therapeutics, Inc.
gross proceeds of $166.8 million upon the closing of the Business Combination. Tango continues to operate under the current Tango management team subsequent to the closing of the Business Combination. Upon the closing of the Business
Combination, existing and new investors purchased an aggregate of 18.6 million shares of our common stock (the PIPE Financing ) that resulted in gross proceeds of an additional $186.1 million upon the closing of the PIPE
Financing. Total transaction costs and redemptions approximated $27.3 million, resulting in total net proceeds of $325.6 million.
Subject to the terms of the merger agreement, at the effective time of the Business Combination (the Effective Time ), each share
of our redeemable convertible preferred stock (the Preferred Stock ) issued and outstanding immediately prior to the Effective Time was converted into a share of our common stock. At the Effective Time, each option to purchase our common
stock shall become an option, respectively, to purchase shares of common stock of the surviving entity, subject to adjustment in accordance with
the exchange ratio. Completion of the PIPE Financing and merger transaction were subject to approval of BCTG stockholders and the satisfaction or waiver of certain other customary closing
conditions, all of which were satisfied or waivers prior to closing on August 10, 2021.
we have not recognized any revenue from product sales, and we do not expect to generate any revenue from the sale of products in the next several years. If our development efforts for our product candidates are successful and result in regulatory
approval, or license agreements with third parties, we may generate revenue in the future from product sales. However, there can be no assurance as to when we will generate such revenue, if at all.
Collaboration Agreements with Gilead Sciences
In October 2018, we entered into a collaboration agreement with Gilead (the 2018 Gilead Agreement ). Pursuant to the terms of
the 2018 Gilead Agreement, we received an initial upfront payment of $50.0 million. The upfront payment was initially recorded as deferred revenue on our balance sheet and is recognized as revenue as or when the performance obligation under the
contract is satisfied.
In July 2019, Gilead licensed a program from us, and also separately contracted for additional services
related to the program through a letter agreement. As of December 31, 2019, we had substantially completed our required obligations under the license and side letter agreement, and as a result, recognized $9.4 million of revenue. As of
December 31, 2020, all remaining obligations under the license and side letter agreement were completed, resulting in the recognition of the remaining consideration of $0.7 million of revenue.
In August 2020, the 2018 Gilead Agreement was expanded into a broader collaboration via an amended and restated research collaboration
and license agreement (the Gilead Agreement ). Pursuant to the terms of the Gilead Agreement, we received an upfront payment of $125.0 million. Consistent with the treatment of the previously received upfront payment, this upfront
payment was recorded as deferred revenue on our balance sheet and is recognized as revenue as or when the performance obligation under the contract is satisfied.
In December 2020, Gilead elected to extend a program for an additional $12.0 million fee which was added to our estimate of the
transaction price to total $187.0 million. Certain portions of the payment related to this research extension remained outstanding at June 30, 2021, however, we determined that achievement of the entire research extension fee was probable
and that a significant reversal in the amount of cumulative revenue recognized would not occur.
In April 2021, Gilead licensed a
program for a $11.0 million fee. The $11.0 million license fee was received in May 2021 and recognized as revenue in the second quarter of 2021 since Tango has no continued involvement in the advancement of the program, Gilead can
benefit from the license on its own and the license is separately identifiable from the research services.
To date, $37.8 million
has been recognized as collaboration revenue related to the upfront and research extension payments from the agreement with Gilead. During the three and six months ended June 30, 2021, the Company recognized $7.2 million and
$13.5 million, respectively, and during the three and six months ended June 30, 2020, the Company recognized $4.7 million and $9.1 million, respectively, of revenue associated with the Gilead Agreements based on performance
completed during each period.
Refer to Note 2 and Note 3 to our unaudited condensed consolidated financial statements and related notes
appearing elsewhere in this Form 8-K and our audited consolidated financial statements and notes for the year ended December 31, 2020 included in the Company s effective proxy statement/prospectus,
on file with the SEC on July 16, 2021, for additional information regarding our revenue recognition accounting policy and our collaboration agreement with Gilead.
Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our research activities, including our drug discovery efforts and the
development of our product candidates. We expense research and development costs as incurred, which include:
Costs for certain activities are recognized based on an evaluation of the progress to
completion of specific tasks using data such as information provided to us by our vendors and analyzing the progress of our preclinical studies or other services performed. Significant judgment and estimates are made in determining the accrued
expense balances at the end of any reporting period.
Our direct external research and development expenses consist primarily of fees paid
Last updated: Aug 13, 2021