UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ________to_________.
Commission File Number:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 ☑
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of November 12, 2021, the registrant had
TABLE OF CONTENTS
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Item 1 |
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Financial Statements (Unaudited) |
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3 |
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4 |
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Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
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6 |
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7 |
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Item 2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 |
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Item 4 |
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Item 1 |
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Item 1A |
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28 |
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Item 2 |
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74 |
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Item 3 |
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75 |
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Item 4 |
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75 |
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Item 5 |
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Item 6 |
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75 |
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75 |
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77 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
ICOSAVAX, INC.
Condensed Balance Sheets
(in thousands, except share and par value data)
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September 30, |
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December 31, |
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2021 |
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2020 |
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(Unaudited) |
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(Note 2) |
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Assets |
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Current assets: |
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Cash |
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$ |
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$ |
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Restricted cash |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Total assets |
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$ |
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$ |
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Liabilities, convertible preferred stock, and stockholders' equity (deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued and other current liabilities |
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Deferred revenue |
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Total current liabilities |
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Long-term convertible promissory note |
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— |
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Embedded derivative liability |
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— |
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Other noncurrent liabilities |
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Total liabilities |
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Convertible preferred stock, $ |
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— |
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Stockholders' equity (deficit): |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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Total stockholders' equity (deficit) |
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Total liabilities, convertible preferred stock and stockholders' equity (deficit) |
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$ |
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$ |
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See accompanying notes to financial statements
3
ICOSAVAX, INC.
Condensed Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share data)
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Three Months Ended |
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Nine Months Ended |
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2021 |
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2020 |
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2021 |
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2020 |
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Grant revenue |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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Other income (expense): |
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Change in fair value of embedded derivative liability |
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- |
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- |
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( |
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- |
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Loss on extinguishment of convertible promissory note |
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( |
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Interest and other income (expense) |
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( |
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( |
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Total other income (expense) |
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( |
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( |
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( |
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Net loss and comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss per share, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding, basic and diluted |
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See accompanying notes to financial statements
4
ICOSAVAX, INC.
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(Unaudited)
(in thousands, except share amounts)
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Total |
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Additional |
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Stockholders' |
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Convertible Preferred Stock |
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Common Stock |
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Paid-in |
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Accumulated |
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Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Deficit) |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Issuance of Series A-1 convertible preferred stock |
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— |
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— |
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— |
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— |
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— |
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Issuance of Series B-1 convertible preferred stock |
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— |
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— |
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— |
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— |
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— |
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Issuance of Series B-2 convertible preferred stock |
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— |
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— |
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— |
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— |
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— |
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Shares released from restriction upon vesting of |
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— |
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— |
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— |
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— |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Vesting of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
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Balance at March 31, 2021 |
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( |
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Issuance costs incurred related to Series A-1 |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Issuance costs incurred related to Series B-1 |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares released from restriction upon vesting of |
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— |
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— |
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— |
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— |
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Vesting of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at June 30, 2021 |
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( |
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Initial public offering, net of issuance costs of $ |
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— |
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— |
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— |
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Conversion of convertible preferred stock into common stock |
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( |
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( |
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— |
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Stock- based compensation |
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— |
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— |
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— |
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— |
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— |
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Vesting of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Shares released from restriction upon vesting of |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2021 |
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- |
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$ |
- |
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$ |
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$ |
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$ |
( |
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$ |
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Additional |
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Total |
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Convertible Preferred Stock |
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Common Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Deficit |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
— |
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$ |
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$ |
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Shares released from restriction upon vesting of |
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— |
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— |
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— |
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— |
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Vesting of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at March 31, 2020 |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2020 |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Shares released from restriction upon vesting of |
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— |
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— |
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— |
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Vesting of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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See accompanying notes to financial statements
5
ICOSAVAX, INC.
Condensed Statements of Cash Flows
(Unaudited)
(in thousands)
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Nine Months Ended |
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2021 |
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2020 |
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