atra-10q_20200930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2020

☐	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 001-36548

ATARA BIOTHERAPEUTICS, INC.

(Exact name of Registrant as specified in its Charter)

Delaware		46-0920988
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

611 Gateway Blvd., Suite 900 South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 278-8930

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		ATRA		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, 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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the Registrant’s Common Stock as of October 30, 2020 was 77,714,302 shares.

ATARA BIOTHERAPEUTICS, INC.

INDEX

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63

	Signatures	65

Atara Biotherapeutics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	September 30,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	62,620		$	74,317
Short-term investments		264,565			184,792
Restricted cash - short-term		194			194
Prepaid expenses and other current assets		12,053			13,689
Total current assets		339,432			272,992
Property and equipment, net		51,954			54,176
Operating lease assets		12,069			14,007
Restricted cash - long-term		1,200			1,200
Other assets		877			567
Total assets	$	405,532		$	342,942

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,190		$	7,963
Accrued compensation		16,710			14,706
Accrued research and development expenses		8,883			8,341
Other current liabilities		5,272			5,733
Total current liabilities		36,055			36,743
Operating lease liabilities - long-term		13,129			14,136
Other long-term liabilities		2,413			1,282
Total liabilities		51,597			52,161

Commitments and contingencies (Note 7)

Stockholders’ equity:
Common stock—$0.0001 par value, 500,000 shares authorized as of September 30, 2020 and December 31, 2019; 77,220 and 56,806 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		8			6
Additional paid-in capital		1,396,674			1,108,516
Accumulated other comprehensive income		527			220
Accumulated deficit		(1,043,274	)		(817,961	)
Total stockholders’ equity		353,935			290,781
Total liabilities and stockholders’ equity	$	405,532		$	342,942

See accompanying notes.

Atara Biotherapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Operating expenses:
Research and development	$	59,877		$	53,538		$	179,096		$	154,457
General and administrative		14,829			19,018			48,259			61,525
Total operating expenses		74,706			72,556			227,355			215,982
Loss from operations		(74,706	)		(72,556	)		(227,355	)		(215,982	)
Interest and other income, net		364			661			2,049			3,502
Loss before provision for income taxes		(74,342	)		(71,895	)		(225,306	)		(212,480	)
Provision for income taxes		6			—			7			—
Net loss	$	(74,348	)	$	(71,895	)	$	(225,313	)	$	(212,480	)
Other comprehensive gain:
Unrealized (loss) gain on available-for-sale securities		(283	)		60			307			573
Comprehensive loss	$	(74,631	)	$	(71,835	)	$	(225,006	)	$	(211,907	)
Net loss per common share:
Basic and diluted net loss per common share	$	(0.92	)	$	(1.31	)	$	(3.21	)	$	(4.32	)

Weighted-average shares outstanding used to calculate basic and diluted net loss per common share		81,176			54,920			70,170			49,176

See accompanying notes.

Atara Biotherapeutics, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands)

								Accumulated
	Common				Additional			Other						Total
	Stock				Paid-in			Comprehensive			Accumulated			Stockholders’
For the Nine Months Ended September 30, 2020	Shares		Amount		Capital			Income			Deficit			Equity
Balance as of December 31, 2019		56,806	$	6	$	1,108,516		$	220		$	(817,961	)	$	290,781
Issuance of common stock through ATM facilities, net of commissions and offering costs of $704		1,528		—		22,987			—			—			22,987
Exercise of pre-funded warrants		57		—		—			—			—			—
RSU settlements, net of shares withheld		455		—		(1,395	)		—			—			(1,395	)
Issuance of common stock pursuant to employee stock awards		94		—		1,330			—			—			1,330
Stock-based compensation expense		—		—		12,644			—			—			12,644
Net loss		—		—		—			—			(73,509	)		(73,509	)
Unrealized loss on available-for-sale securities		—		—		—			(16	)		—			(16	)
Balance as of March 31, 2020		58,940		6		1,144,082			204			(891,470	)		252,822
Issuance of common stock and pre-funded warrants through underwritten offering, net of offering costs of $370		14,958		1		189,300			—			—			189,301
RSU settlements, net of shares withheld		219		—		—			—			—			—
Issuance of common stock pursuant to employee stock awards		191		—		1,904			—			—			1,904
Stock-based compensation expense		—		—		13,948			—			—			13,948
Net loss		—		—		—			—			(77,456	)		(77,456	)
Unrealized gain on available-for-sale securities		—		—		—			606			—			606
Balance as of June 30, 2020		74,308		7		1,349,234			810			(968,926	)		381,125
Issuance of common stock through ATM facilities, net of commissions and offering costs of $878		2,582		1		34,126			—			—			34,127
RSU settlements, net of shares withheld		316		—		(126	)		—			—			(126	)
Issuance of common stock pursuant to employee stock awards		14		—		185			—			—			185
Stock-based compensation expense		—		—		13,255			—			—			13,255
Net loss		—		—		—			—			(74,348	)		(74,348	)
Unrealized loss on available-for-sale securities		—		—		—			(283	)		—			(283	)
Balance as of September 30, 2020		77,220	$	8	$	1,396,674		$	527		$	(1,043,274	)	$	353,935

								Accumulated
	Common				Additional			Other						Total
	Stock				Paid-in			Comprehensive			Accumulated			Stockholders’
For the Nine Months Ended September 30, 2019	Shares		Amount		Capital			(Loss) Income			Deficit			Equity
Balance as of December 31, 2018		45,951	$	5	$	866,541		$	(340	)	$	(527,349	)	$	338,857
Effect of the adoption of ASC topic 842 (Leases)		—		—		—			—			364			364
Balance as of January 1, 2019		45,951	$	5	$	866,541		$	(340	)	$	(526,985	)	$	339,221
RSU settlements, net of shares withheld		197		—		(4,575	)		—			—			(4,575	)
Issuance of common stock pursuant to employee stock awards		159		—		2,898			—			—			2,898
Stock-based compensation expense		—		—		12,269			—			—			12,269
Net loss		—		—		—			—			(66,257	)		(66,257	)
Unrealized gain on available-for-sale securities		—		—		—			378			—			378
Balance as of March 31, 2019		46,307		5		877,133			38			(593,242	)		283,934
Issuance of common stock through ATM facilities, net of commissions and offering costs of $338		359		—		7,630			—			—			7,630
RSU settlements, net of shares withheld		120		—		(2,095	)		—			—			(2,095	)
Issuance of common stock pursuant to employee stock awards		97		—		1,802			—			—			1,802
Stock-based compensation expense		—		—		15,201			—			—			15,201
Net loss		—		—		—			—			(74,328	)		(74,328	)
Unrealized gain on available-for-sale securities		—		—		—			135			—			135
Balance as of June 30, 2019		46,883		5		899,671			173			(667,570	)		232,279
Issuance of common stock and pre-funded warrants through underwritten offering, net of offering costs of $288		6,872		—		140,711			—			—			140,711
Issuance of common stock through ATM facilities, net of commissions and offering costs of $155		327		—		5,000			—			—			5,000
RSU settlements, net of shares withheld		32		—		(25	)		—			—			(25	)
Issuance of common stock pursuant to employee stock awards		11		—		160			—			—			160
Stock-based compensation expense		—		—		12,152			—			—			12,152
Net loss		—		—		—			—			(71,895	)		(71,895	)
Unrealized gain on available-for-sale securities		—		—		—			60			—			60
Balance as of September 30, 2019		54,125	$	5	$	1,057,669		$	233		$	(739,465	)	$	318,442

See accompanying notes.

Atara Biotherapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2020			2019
Operating activities
Net loss	$	(225,313	)	$	(212,480	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		39,847