UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 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 No. 001-38535

Aptinyx Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-4626057
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

909 Davis Street, Suite 600

Evanston, IL 60201

(847) 871-0377

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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, par value $0.01 per share	APTX	The Nasdaq Capital 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, 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 May 15, 2023 the registrant had 67,715,718 shares of common stock, $0.01 par value per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Financial Statements (unaudited)	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Statements of Stockholders’ Equity	7
	Notes to Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

These forward-looking statements include, among other things, statements about:

●

plans and expectations for the Dissolution;

●

our financial performance;

●

our ability to fund our planned operations for the next twelve months and our ability to continue as a going concern;

●

our expectations related to the use of our cash; and

●

our expectations regarding our ability to maintain the listing of our common stock on the

●

other risks and uncertainties, including those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, or Annual Report.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q and our Annual Report filed with the Securities and Exchange Commission, or the SEC, on March 30, 2023, particularly in the “Risk Factors” section, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or into which we may enter.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed or incorporated by reference as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Aptinyx Inc.

Condensed Balance Sheets

(unaudited)

(in thousands, except per share data)


	March 31,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	44,573	$	56,205
Restricted cash		179		179
Prepaid expenses and other current assets		3,005		7,646
Total current assets		47,757		64,030
Other assets		206		2,622
Property and equipment, net		—		32
Total assets	$	47,963	$	66,684
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,374	$	724
Accrued expenses and other current liabilities		1,157		2,772
Finance lease, current		1,138		—
Term loan, current		5,654		2,795
Total current liabilities		9,323		6,291
Finance lease, non-current		940		—
Term loan, non-current		19,444		22,108
Total liabilities	$	29,707	$	28,399
Commitments and contingencies (see Note 12)
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized and no shares issued and outstanding as of March 31, 2023 and December 31, 2022		—		—
Common stock, $0.01 par value, 150,000 shares authorized as of March 31, 2023 and December 31, 2022, 67,716 issued and outstanding as of March 31, 2023 and December 31, 2022		677		677
Additional paid-in capital		391,381		390,344
Accumulated deficit		(373,802)		(352,736)
Total stockholders’ equity	$	18,256	$	38,285
Total liabilities and stockholders’ equity	$	47,963	$	66,684

See accompanying notes to these unaudited condensed financial statements.

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Aptinyx Inc.

Condensed Statements of Operations

(unaudited)

(in thousands, except per share data)


	Three Months Ended March 31,
	2023		2022
Operating expenses:
Research and development	$	16,093	$	13,602
General and administrative		4,229		5,777
Total operating expenses		20,322		19,379
Loss from operations		(20,322)		(19,379)
Other (income) expense, net		(286)		(29)
Interest expense		1,030		477
Net loss and comprehensive loss	$	(21,066)	$	(19,827)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.31)	$	(0.29)
Weighted-average number of common shares outstanding, basic and diluted		67,716		67,716

See accompanying notes to these unaudited condensed financial statements.

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Aptinyx Inc.

Condensed Statements of Cash Flows

(unaudited)

(in thousands)


	Three Months Ended
	March 31,
	2023		2022
Cash flows from operating activities:
Net loss	$	(21,066)	$	(19,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		32		38
Change in fair value of derivative liability associated with contingently issuable warrants		—		15
Non-cash interest expense related to term loan		196		139
Impairment of assets related to supply manufacturing agreements		8,199		—
Stock-based compensation expense		1,037		2,350
Changes in operating assets and liabilities:
Prepaid expenses and other assets		1,202		2,375
Accounts payable		664		1,075
Accrued expenses and other liabilities		(1,629)		(2,089)
Net cash used in operating activities		(11,365)		(15,924)
Cash flows from financing activities:
Repayment of principal portion of finance lease liabilities		(265)		—
Proceeds from issuance of term loan, net of issuance costs paid to lender		—		10,000
Payment of debt issuance costs		(2)		(13)
Payment of offering costs		—		(27)
Net cash provided by financing activities		(267)		9,960
Net decrease in cash, cash equivalents and restricted cash		(11,632)		(5,964)
Cash, cash equivalents and restricted cash, at beginning of period		56,384		106,321
Cash, cash equivalents and restricted cash, at end of period	$	44,752	$	100,357
Supplemental disclosure of cash flow information:
Cash paid for interest	$	822	$	298
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use asset recognized in exchange for finance lease obligations	$	2,344	$	—
Deferred offering costs not yet paid		—		95
Debt issuance costs not yet paid		—		2
Issuance of warrants in connection with term loan financing		—		206

See accompanying notes to these unaudited condensed financial statements.

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Aptinyx Inc.

Condensed Statements of Stockholders’ Equity

(unaudited)

(in thousands)


				Additional				Total
	Common stock			paid-in		Accumulated		stockholders’
	Shares	Amount		capital		deficit		equity
Balance at December 31, 2021	67,716	$	677	$	381,966	$	(287,887)	$	94,756
Stock‑based compensation	—		—		2,350		—		2,350
Issuance of warrants in connection with term loan financing	—		—		206		—		206
Net loss	—		—		—		(19,827)		(19,827)
Balance at March 31, 2022	67,716	$	677	$	384,522	$	(307,714)	$	77,485

Balance at December 31, 2022	67,716	$	677	$	390,344	$	(352,736)	$	38,285
Stock‑based compensation	—		—		1,037		—		1,037
Net loss	—		—		—		(21,066)		(21,066)
Balance at March 31, 2023	67,716	$	677	$	391,381	$	(373,802)	$	18,256

See accompanying notes to the unaudited condensed financial statements.

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Aptinyx Inc.

Notes to Condensed Financial Statements

(unaudited)

1. Organization

Description of business

Aptinyx Inc. (the “Company” or “Aptinyx”) was incorporated in Delaware on June 24, 2015, and maintains its headquarters in Evanston, Illinois.

Aptinyx is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel, proprietary, synthetic small molecules for the treatment of brain and nervous system disorders. Aptinyx has a platform for discovering proprietary compounds that work through a novel mechanism: modulation of N-methyl-D-aspartate receptors (“NMDAr”), which are vital to normal and effective brain and nervous system functions. This mechanism has applicability across numerous nervous system disorders.

Liquidity, capital resources, and going concern

The financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred operating losses and negative cash flows from operations since inception. As of March 31, 2023, the Company had an accumulated deficit of $373.8 million, cash and cash equivalents of $44.6 million, and total liabilities of $29.7 million.

In February 2023, in light of its financial condition and the results of recent clinical studies that did not support continued development, the Company began implementation of a strategic restructuring plan to preserve capital and reduce operating costs. The Company also began exploration of strategic alternatives to maximize shareholder value. As part of the restructuring plan, the Company eliminated 60% of its workforce, leaving a core team of individuals to lead the strategic alternatives review process. On May 4, 2023, following the completion of the review of strategic alternatives, the Company’s board unanimously approved a plan of liquidation and dissolution of the Company, which plan is subject to stockholder approval.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The Company does not have plans to alleviate the substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

2.Summary of significant accounting policies

Basis of presentation

The condensed financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. The accompanying condensed financial statements reflect all adjustments consisting of normal, recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Accordingly, these condensed financial statements should be read in conjunction with the financial statements included in the Company’s

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Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) filed with the SEC on March 30, 2023.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

Use of estimates

The condensed financial statements are prepared in conformity with GAAP. This process requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Risk and uncertainties

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of plans and expectations for the plan of liquidation and dissolution, and the scope, timing, rate of progress, and expense of the Company’s ongoing as well as any additional research and development activities.

Significant accounting policies

The Company’s significant accounting policies are described herein and in Note 3, “Summary of significant accounting policies,” in the Annual Report. There have been no material changes to the significant accounting policies during the three months ended March 31, 2023.

3. Supplemental financial information

Cash, cash equivalents and restricted cash

Cash and cash equivalents consist of cash and, if applicable, highly liquid investments with an original maturity of three months or less when purchased. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows (in thousands).


	As of		As of
	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	44,573	$	56,205
Short-term restricted cash		179		179
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	44,752	$	56,384

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Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of		As of
	March 31,		December 31,
	2023		2022
Prepaid clinical	$	2,048	$	3,828
Prepaid insurance		579		1,109
Prepaid manufacturing costs		—		2,380
Other prepaid expenses and current assets		378		329
Total prepaid expenses and other current assets	$	3,005	$	7,646

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of		As of
	March 31,		December 31,
	2023		2022
Employee-related expenses	$	256	$	1,724
Development costs and sponsored research		151		84
Clinical trials		—		184
Other		750		780
Total accrued expenses and other current liabilities	$	1,157	$	2,772

4. Fair value measurements

ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

●

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

●

Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

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The carrying values reported in the Company’s balance sheets for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2023, are as follows (in thousands):


	March 31,
	2023		Level 1		Level 2		Level 3
Assets
Money market funds, included in cash and cash equivalents	$	42,071	$	42,071	$	—	$	—
Money market funds, included in restricted cash		179		179		—		—
Total Assets	$	42,250	$	42,250	$	—	$	—

Assets measured at fair value on a recurring basis as of December 31, 2022, are as follows (in thousands):


	December 31,
	2022		Level 1		Level 2		Level 3
Assets
Money market funds, included in cash and cash equivalents	$	55,686	$	55,686	$	—	$	—
Money market funds, included in restricted cash		179		179		—		—
Total Assets	$	55,865	$	55,865	$	—	$	—

5. Property and equipment, net

Property and equipment are as follows (in thousands):


	As of		As of
	March 31,		December 31,
	2023		2022
Office equipment and furniture		152		152
Laboratory equipment		—		401
Leasehold improvements		979		979
Less accumulated depreciation		(1,131)		(1,500)
Property and equipment, net	$	—	$	32

Depreciation expense was less than $0.1 million for each of the three months ended March 31, 2023 and 2022. The Company disposed of certain laboratory equipment that were fully depreciated at the time of disposal.

6. Debt

On September 15, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (the “Lender”). The Lender agreed to make available to the Company term loans in an aggregate principal amount of up to $50.0 million under the Loan Agreement. The Company planned to use the proceeds of the term loans to support clinical development as well as for working capital and general corporate purposes. The Loan Agreement provided a term loan commitment of $50.0 million in four potential tranches: (i) a $15.0 million term loan facility funded on September 15, 2021 (the “First Tranche Term Loan”); (ii) a $10.0 million term loan facility (the “Second Tranche Term Loan”) funded on March 14, 2022; (iii) a $10.0 million term loan facility (the “Third Tranche Term Loan”) available at the Company’s option between July 1, 2022, and December 1, 2022, subject to the draw of the Second Tranche Term Loan and positive Phase 2 clinical data from NYX-2925 or NYX-458 and progression of another clinical asset; and (iv) a $15.0 million term loan facility (the “Fourth Tranche Term Loan”) available through July 1, 2023, at the Company’s option but subject to review of financial and clinical plans and Lender’s Investment Committee approval. All four of these term loans had a maturity date of September 1, 2025.

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Borrowings under all four term loan facilities bore interest at a floating per annum rate equal to the greater of (i) 7.95% and (ii) the Prime Rate plus 4.70%. The Company was permitted to make interest-only payments on the First Tranche Term Loan for the first 24 months following the funding date. The interest-only period could be extended by an additional 12 months, subject to the funding of the Second Tranche Term Loan and the funding of the Third Tranche Term Loan. The term of the combined facility would have been 48 months, with repayment in monthly installments commencing at the end of the resulting interest-only period as outlined above through the end of the 48-month term.

The Company was obligated to pay a final fee equal to 6.45% of the aggregate amount of the term loans funded (“Exit Fee”), to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. The Company had the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Agreement. If the Company prepaid all of the term loans prior to the maturity date, it would pay the Lender a prepayment penalty fee based on a percentage of the outstanding principal balance, equal to 3% if the payment occurred on or before 24 months after the initial funding date, 2% if the prepayment occurred more than 24 months after, but on or before 36 months after the initial funding date, or 1% if the prepayment occurred more than 36 months after the initial funding date. The Company also is obligated to pay the Lender an origination fee of 0.8% of all term loans funded at the time of funding.

The Lender could, at its option, elect to convert any portion of no more than $4 million of the then outstanding term loan amount and all accrued and unpaid interest thereon into shares of the Company’s common stock at a conversion price of the lesser of $4.25 per share and the price per share of the common stock in the Company’s next equity offering in which the Company receives at least $20.0 million of gross proceeds. The Company determined that the embedded conversion option is not required to be separated from the term loan. The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity.

The Company’s obligations under the Loan Agreement were secured by a first priority security interest in substantially all of its assets. The Loan Agreement contained customary representations and warranties, and also includes customary events of default, including payment default, breach of covenants, change of control, and material adverse effects. The Loan Agreement restricted certain activities, such as disposing of the Company’s business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others. There were no financial covenants associated with the Loan Agreement. The Company was in compliance with all non-financial covenants under the Loan Agreement as of March 31, 2023.

Upon the occurrence of an event of default, a default interest rate of an additional 5% per annum could have been applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Agreement and under applicable law.

On April 21, 2023, the Company completed voluntary prepayment under the Loan Agreement, and the Loan Agreement and all other documents entered into in connection with the Loan Agreement were terminated, as described in Note 12.

The Company recorded interest expense related to the Loan Agreement of $1.0 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.

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Future principal debt payments of the term loans funded as of March 31, 2023, are as follows (in thousands):



2023	$	2,782
2024		12,048
2025		10,170
2026		—
Total principal payments		25,000
Exit Fee		1,613
Total principal payments and Exit Fee		26,613
Less: Unamortized debt discount related to warrants		(300)
Less: Unamortized debt discount related to Exit Fee		(954)
Less: Unamortized debt issuance costs		(261)
Term loan, net		25,098
Less: current portion of term loan		(5,654)
Term loan, non-current	$	19,444

7. Stock incentive plans

On June 5, 2018, the Company’s stockholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”), which became effective on June 20, 2018.

Stock-based compensation expense

Non-cash stock-based compensation expense recognized in the accompanying condensed statements of operations relating to stock options, restricted stock awards, and restricted stock units for the three months ended March 31, 2023 and 2022, was as follows (in thousands):


	Three months ended
	March 31,
	2023		2022
Research and development	$	165	$	375
General and administrative		872		1,975
Total stock‑based compensation expense	$	1,037	$	2,350

Stock options

The table below summarizes activity related to stock options (in thousands, except per share amounts):


				Weighted‑
		Weighted‑		average
		average		remaining	Aggregate
		exercise		contractual	intrinsic
Options	Shares	price		term	value
Outstanding, December 31, 2022	11,836	$	4.96	7.31	$	—
Granted	2,533		0.36
Exercised	—		—
Forfeited and canceled	(1,061)		2.09
Outstanding, March 31, 2023	13,308	$	4.31	7.10	$	—
Vested and expected to vest at March 31, 2023	13,308	$	4.31	7.10	$	—
Exercisable at March 31, 2023	8,002	$	5.87	5.90	$	—

During the three months ended March 31, 2023 and 2022, the Company granted 2.5 million and

SEC Form 10-Q filed by Aptinyx Inc.