gmtx-10q_20210331.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 gmtx-10q_20210331.htm 10-Q gmtx-10q_20210331.htm

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, 2021

☐	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: 001-39438

GEMINI THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	85-1612845
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 One Kendall Square, 3^rd Floor Cambridge, MA	02139
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 401-4400

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 $0.0001 per share

GMTX

The Nasdaq Global 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.

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 11, 2021, the registrant had 43,052,865 shares of common stock, $.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
Signatures		37

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Gemini Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

	March 31, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	184,986		$	4,503
Prepaid expenses and other current assets		3,619			562
Total current assets		188,605			5,065

Property and equipment, net		229			294
Restricted cash		323			323
Deferred offering costs		-			2,637
Other assets		225			-
Total assets	$	189,382		$	8,319

Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	3,562		$	2,377
Accrued expenses and other current liabilities		5,214			5,810
Term loan, current portion		5,000			5,000
Convertible notes		-			11,689
Total current liabilities		13,776			24,876

Warrant liability		-			76
Other liabilities		316			277
Term loan, net of current portion and discount		4,129			4,951
Total liabilities		18,221			30,180

Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020		-			-
Common stock, $0.0001 par value; 250,000,000 shares authorized; 43,002,144 and 15,565,380 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		4			2
Additional paid-in capital		303,026			90,958
Accumulated deficit		(131,869	)		(112,821	)
Total stockholders' equity (deficit)		171,161			(21,861	)

Total liabilities and stockholders' equity (deficit)	$	189,382		$	8,319

The accompanying notes are an integral part of the financial statements.

Gemini Therapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended March 31,
	2021			2020
Operating expenses:
Research and development	$	11,786		$	8,217
General and administrative		4,704			1,414
Total operating expenses		16,490			9,631
Loss from operations		(16,490	)		(9,631	)
Other income (expense):
Interest expense		(1,848	)		(153	)
Interest income		1			36
Loss on conversion of convertible notes		(711	)		-
Change in fair value of warrant liability		-			2
Net loss and comprehensive loss	$	(19,048	)	$	(9,746	)

Net loss attributable to common stockholders	$	(19,048	)	$	(9,746	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.59	)	$	(0.67	)
Weighted average common shares outstanding, basic and diluted		32,027,161			14,495,972

The accompanying notes are an integral part of the financial statements.

Gemini Therapeutics, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share amounts)

Series A

Convertible Preferred Stock

Series B

Convertible Preferred Stock

Old Gemini

Common Stock

Additional

paid-in

Accumulated

Total

stockholders'

equity

Amount

capital

deficit

(deficit)

Balance at December 31, 2019

(as previously reported)

39,722,088

SEC Form 10-Q filed by Gemini Therapeutics Inc.