SEC Filing | Decibel Therapeutics, Inc.

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dbtx-10q_20210630.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 June 30, 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: 001-40030

Decibel Therapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	46-4198709
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1325 Boylston Street, Suite 500 Boston, Massachusetts	02215
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 370-8701

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 $0.001 per share		DBTX		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 (§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 July 31, 2021, the registrant had 24,898,334 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	6
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	82
Signatures		83

Cautionary Note Regarding Forward-Looking Statements and Industry Data

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, 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, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “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.

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:

•

the initiation, timing, progress and results of our current research and development programs, preclinical studies and clinical trials;

•

our estimates regarding expenses, future revenue, capital requirements and need for additional financing;

•

our plans to develop our product candidates and programs;

•

the timing of and our ability to submit applications for, obtain and maintain regulatory approvals for our product candidates;

•

our estimates regarding the potential patient populations for our programs;

•

our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and available-for-sale securities;

•

the potential advantages of our product candidates and programs;

•

the potential advantages of our platform;

•

the rate and degree of market acceptance and clinical utility of our product candidates and programs;

•

our estimates regarding the potential market opportunity for our product candidates and programs;

•

our commercialization, marketing and manufacturing capabilities and strategy;

•

our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates;

•

the impact of government laws and regulations;

•

our competitive position;

•

developments relating to our competitors and our industry;

•

our ability to maintain and establish collaborations or obtain additional funding;

•

the potential direct or indirect impact of the COVID-19 pandemic on our business; and

•

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart our Business Startup Acts of 2012.

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, particularly in the “Risk Factor Summary” below and in Part II, Item 1A. “Risk Factors,” that we believe 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, joint ventures or investments we may make.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed or incorporated by reference hereto completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and 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 applicable law.

This Quarterly Report on Form 10-Q includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties as well as our own estimates of potential market opportunities. The market data used in this Quarterly Report on Form 10-Q involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Although we are responsible for the disclosure contained in this Quarterly Report on Form 10-Q and we believe the information from industry publications and other third-party sources included in this Quarterly Report on Form 10-Q is reliable, such information is inherently imprecise. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

Risk Factor Summary

Our business is subject to a number of risks of which you should be aware before making an investment decision. Below we summarize what we believe to be the principal risks facing our business, in addition to the risks described more fully in Item 1A, “Risk Factors” of Part II of this Quarterly Report on Form 10-Q and other information included in this report. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations.

If any of the following risks occurs, our business, financial condition and results of operations and future growth prospects could be materially and adversely affected, and the actual outcomes of matters as to which forward-looking statements are made in this report could be materially different from those anticipated in such forward-looking statements.

•

We have incurred significant losses since our inception, have no products approved for sale and we expect to incur substantial losses for the foreseeable future and may never achieve or maintain profitability;

•

We will need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our research and development programs or commercialization efforts;

•

The COVID-19 pandemic has disrupted our ongoing Phase 1b clinical trial of DB-020 and may affect our ability to initiate and complete preclinical studies, delay the initiation of our planned clinical trials or future clinical trials, disrupt regulatory activities, disrupt our manufacturing and supply chain or have other adverse effects on our business and operations. In addition, this pandemic has caused substantial disruption in the financial markets and may adversely impact economies worldwide, both of which could result in adverse effects on our business, operations and ability to raise capital;

•

Our limited operating history may make it difficult for stockholders to evaluate the success of our business to date and to assess our future viability;

•

We are very early in our development efforts. Our business is dependent on our ability to advance our lead gene therapy product candidate, DB-OTO, and our other current and future product candidates through preclinical studies and clinical trials, obtain marketing approval and ultimately commercialize them. If we are unable to complete clinical development, obtain regulatory approval for or commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed;

•

Clinical development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results. If our preclinical studies and clinical trials are not sufficient to support regulatory approval of any of our product candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate;

•

Gene therapy is an emerging field of drug development that poses many risks. We have only limited prior experience in gene therapy research and no prior experience in gene therapy clinical development. Our lack of experience and the limited patient populations for our gene therapy programs may limit our ability to be successful or may delay our development efforts;

•

If we experience delays or difficulties in participant enrollment for clinical trials, our research and development efforts and the receipt of necessary regulatory approvals could be significantly delayed or prevented;

•

Our product candidates or the process for administering our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval;

•

The manufacture of gene therapy products is complex and difficult and is subject to a number of scientific and technical risks, some of which are common to the manufacture of drugs and biologics and others of which are unique to the manufacture of gene therapies. We could experience manufacturing problems that result in delays in our gene therapy development or commercialization programs;

•

We rely, and expect to continue to rely, on third parties to conduct some or all aspects of our product manufacturing, research, preclinical and clinical testing, and these third parties may not perform satisfactorily;

•

We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do; and

•

Our rights to develop and commercialize any product candidates are subject and may in the future be subject, in part, to the terms and conditions of licenses granted to us by third parties. If we fail to comply with our obligations under our current or future intellectual property license agreements or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose intellectual property rights that are important to our business.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DECIBEL THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

	June 30, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	37,690		$	27,742
Available-for-sale securities		118,077			26,568
Accounts receivable from related party		1,719			1,237
Prepaid expenses and other current assets		3,815			2,281
Total current assets		161,301			57,828
Available-for-sale securities, long-term		28,833			—
Property and equipment, net		5,633			6,337
Other assets		1,128			3,120
Total assets	$	196,895		$	67,285
Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	2,141		$	2,131
Accrued expenses and other current liabilities		5,573			5,665
Deferred collaboration liability, current		8,271			10,968
Deferred rent and lease incentive obligation, current		652			610
Total current liabilities		16,637			19,374
Long-term liabilities:
Deferred collaboration liability, long term		5,926			4,177
Deferred rent and lease incentive obligation, long term		4,571			4,901
Other long-term liabilities		350			523
Total liabilities		27,484			28,975
Commitments and contingencies (Note 6)
Series A convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding at June 30, 2021; 57,758,734 shares authorized, issued and outstanding at December 31, 2020; aggregate liquidation preference of $40,284 at December 31, 2020		—			16,176
Series B convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding at June 30, 2021; 12,500,000 shares authorized, issued and outstanding at December 31, 2020; aggregate liquidation preference of $16,334 at December 31, 2020		—			5,700
Series C convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding at June 30, 2021; 37,528,581 shares authorized, issued and outstanding at December 31, 2020; aggregate liquidation preference of $45,457 at December 31, 2020		—			16,759
Series D convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding at June 30, 2021; 47,610,763 shares authorized, 31,740,554 shares issued and outstanding at December 31, 2020; aggregate liquidation preference of $55,509 at December 31, 2020		—			54,456
Stockholders’ (deficit) equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2021; no shares authorized, issued and outstanding at December 31, 2020		—			—
Common stock, $0.001 par value; 200,000,000 shares authorized, 24,901,931 shares issued and 24,868,817 outstanding at June 30, 2021; 115,000,000 shares authorized, 573,793 shares issued and 521,052 shares outstanding at December 31, 2020		25			1
Additional paid-in capital		354,591			107,908
Accumulated other comprehensive gain (loss)		5			(1	)
Accumulated deficit		(185,210	)		(162,689	)
Total stockholders’ equity (deficit)		169,411			(54,781	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	196,895		$	67,285

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

DECIBEL THERAPEUTICS, 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,
	2021			2020			2021			2020
Operating expenses:
Research and development	$	6,827		$	5,299		$	12,847		$	12,735
General and administrative		4,899			2,555			9,782			6,733
Total operating expenses		11,726			7,854			22,629			19,468
Loss from operations		(11,726	)		(7,854	)		(22,629	)		(19,468	)
Other income:
Interest income		75			22			108			101
Other income, net		—			25			—			25
Total other income, net		75			47			108			126
Net loss	$	(11,651	)	$	(7,807	)	$	(22,521	)	$	(19,342	)
Cumulative dividends on convertible preferred stock		—			(2,749	)		(2,309	)		(5,498	)
Net loss attributable to common stockholders	$	(11,651	)	$	(10,556	)	$	(24,830	)	$	(24,840	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.47	)	$	(22.49	)	$	(1.34	)	$	(54.12	)
Weighted average shares of common stock outstanding, basic and diluted		24,865,112			469,348			18,520,536			458,982
Comprehensive loss:
Net loss	$	(11,651	)	$	(7,807	)	$	(22,521	)	$	(19,342	)
Other comprehensive gain (loss):
Unrealized gain (loss) on available-for-sale securities, net of tax of $0		26			(1	)		6			(10	)
Total other comprehensive gain (loss)		26			(1	)		6			(10	)
Comprehensive loss	$	(11,625	)	$	(7,808	)	$	(22,515	)	$	(19,352	)

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

DECIBEL THERAPEUTICS, INC.

CONDENSED CONSOLIDATED Statements of CONVERTIBLE PREFERRED STOCK AND Stockholders’ (Deficit) EQUITY

(Unaudited)

(In thousands, except share data)

	Series A Convertible Preferred Stock						Series B Convertible Preferred Stock						Series C Convertible Preferred Stock						Series D Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’ (Deficit)
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Capital		(Loss) Income			Deficit			Equity
Balance at December 31, 2019		57,758,734		$	57,682			12,500,000		$	24,957			27,528,581		$	55,005			—	$	—		434,942	$	—		1,546	$	10		$	(123,352	)	$	(121,796	)
Vesting of restricted common stock		—			—			—			—			—			—			—		—		21,872		—		11		—			—			11
Stock-based compensation expense		—			—			—			—			—			—			—		—		—		—		225		—			—			225
Unrealized loss on available-for-sale securities		—			—			—			—			—			—			—		—		—		—		—		(9	)		—			(9	)
Net loss		—			—			—			—			—			—			—		—		—		—		—		—			(11,535	)		(11,535	)
Balance at March 31, 2020		57,758,734		$	57,682			12,500,000		$	24,957			27,528,581		$	55,005			—	$	—		456,814	$	—	$	1,782	$	1		$	(134,887	)	$	(133,104	)
Vesting of restricted common stock		—			—			—			—			—			—			—		—		20,324		—		16		—						16
Stock-based compensation expense		—			—			—			—			—			—			—		—		—		—		179		—						179
Unrealized loss on available-for-sale securities		—			—			—			—			—			—			—		—		—		—		—		(1	)					(1	)
Net loss		—			—			—			—			—			—			—		—		—		—		—		—			(7,807	)		(7,807	)
Balance at June 30, 2020		57,758,734		$	57,682			12,500,000		$	24,957			27,528,581		$	55,005			—	$	—		477,138	$	-	$	1,977	$	-		$	(142,694	)	$	(140,717	)

Balance at December 31, 2020		57,758,734		$	16,176			12,500,000		$	5,700			37,528,581		$	16,759			31,740,554	$	54,456		521,052	$	1	$	107,908	$	(1	)	$	(162,689	)	$	(54,781	)
Issuance of common stock upon exercise of stock options		—			—			—			—			—			—			—		—		3,773		—		17		—			—			17
Vesting of restricted common stock		—			—			—			—			—			—			—		—		10,202		—		4		—			—			4
Stock-based compensation expense		—			—			—			—			—			—			—		—		—		—		646		—			—			646
Issuance of Series D convertible preferred stock		—			—			—			—			—			—			15,870,209		27,400		—		—		—		—			—			—
Conversion of convertible preferred stock into common stock upon completion of initial public offering		(57,758,734	)		(16,176	)		(12,500,000	)		(5,700	)		(37,528,581	)		(16,759	)		(47,610,763