morf-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 June 30, 2024


☐			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: 001-38940

MORPHIC HOLDING, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of Incorporation or Organization)			47-3878772 (I.R.S. Employer Identification No.)
35 Gatehouse Drive, A2 Waltham, MA (Address of Principal Executive Offices)			02451 (Zip Code)

Registrant’s telephone number, including area code: (781) 996-0955

Not Applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MORF	The Nasdaq Stock Market LLC

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 (Section 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 Exchange Act Rule 12b-2). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock as of July 23, 2024 was 50,224,699.

Table of Contents

TABLE OF CONTENTS


			Page

Part I—Financial Information			2
Item 1—Condensed Consolidated Financial Statements (unaudited)			2
Condensed Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023			2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30 , 2024 and 2023			3
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31 and June 30, 2024 and three months ended March 31 and June 30, 2023			4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 202 4 and 202 3			6
Notes to Unaudited Condensed Consolidated Financial Statements			7
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3—Quantitative and Qualitative Disclosures about Market Risk			27
Item 4—Controls and Procedures			27

Part II—Other Information			28
Item 1—Legal Proceedings			28
Item 1A—Risk Factors			29
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds			80
Item 3—Defaults Upon Senior Securities			80
Item 4—Mine Safety Disclosures			80
Item 5—Other Information			80
Item 6—Exhibits			80
Signatures			81

Table of Contents

PART I—FINANCIAL INFORMATION


Item 1. Condensed Consolidated Financial Statements (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share data)


	June 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	50,771	$	58,577
Marketable securities	577,595		645,772
Prepaid expenses and other current assets	11,132		12,579
Total current assets	639,498		716,928
Operating lease right-of-use assets	3,160		2,133
Property and equipment, net	2,485		2,767
Restricted cash	616		560
Other assets	331		126
Total assets	$	646,090	$	722,514

Liabilities
Current liabilities:
Accounts payable	$	7,046	$	7,698
Accrued expenses	19,459		17,078
Total current liabilities	26,505		24,776

Long-term liabilities:
Operating lease liability, net of current portion	1,155		716
Total liabilities	27,660		25,492

Commitments and contingencies (Note 9)

Stockholders’ Equity
Preferred shares, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023	—		—
Common shares, $0.0001 par value, 400,000,000 shares authorized, 50,100,692 shares issued and outstanding as of June 30, 2024 and 49,747,286 shares issued and outstanding as of December 31, 2023	5		5
Additional paid‑in capital	1,171,510		1,143,919
Accumulated deficit	(552,069)		(449,190)
Accumulated other comprehensive (loss) income	(1,016)		2,288
Total stockholders’ equity	618,430		697,022
Total liabilities and stockholders’ equity	$	646,090	$	722,514

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


MORPHIC HOLDING, INC. CONDENSED CONSOLIDATED 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,
	2024		2023		2024		2023
Collaboration revenue	$	—	$	—	$	—	$	521
Operating expenses:
Research and development	49,271		35,719		91,712		66,168
General and administrative	15,962		9,583		27,125		18,860
Total operating expenses	65,233		45,302		118,837		85,028
Loss from operations	(65,233)		(45,302)		(118,837)		(84,507)
Other income:
Interest income, net	7,903		6,427		16,293		9,527
Other (expense) income, net	(15)		—		(15)		2
Total other income, net	7,888		6,427		16,278		9,529
Loss before provision for income taxes	(57,345)		(38,875)		(102,559)		(74,978)
Provision for income taxes	(240)		(138)		(320)		(170)
Net loss	$	(57,585)