UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(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:
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.
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.
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Accelerated filer |
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Non-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
The number of outstanding shares of the Registrant’s Common Stock as of October 30, 2020 was
ATARA BIOTHERAPEUTICS, INC.
INDEX
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Page |
PART I. |
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FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements (Unaudited) |
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3 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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4 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity |
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5 |
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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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16 |
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Item 3. |
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26 |
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Item 4. |
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27 |
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PART II. |
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Item 1. |
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28 |
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Item 1A. |
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28 |
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Item 2. |
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62 |
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Item 3. |
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62 |
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Item 4. |
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62 |
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Item 5. |
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62 |
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Item 6. |
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63 |
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65 |
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2
Atara Biotherapeutics, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share amounts)
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September 30, |
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December 31, |
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2020 |
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2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Restricted cash - short-term |
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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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Operating lease assets |
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Restricted cash - long-term |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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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 compensation |
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Accrued research and development expenses |
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Other current liabilities |
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Total current liabilities |
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Operating lease liabilities - long-term |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 7) |
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Stockholders’ equity: |
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Common stock—$ 2020 and December 31, 2019; as of September 30, 2020 and December 31, 2019, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes.
3
Atara Biotherapeutics, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Operating expenses: |
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Research and development |
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$ |
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$ |
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$ |
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$ |
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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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( |
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Interest and other income, net |
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Loss before provision for income taxes |
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( |
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( |
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( |
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( |
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Provision for income taxes |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive gain: |
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Unrealized (loss) gain on available-for-sale securities |
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( |
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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 common share: |
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Basic and diluted net loss per common share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average shares outstanding used to calculate basic and diluted net loss per common share |
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See accompanying notes.
4
Atara Biotherapeutics, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(In thousands)
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Accumulated |
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Common |
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Additional |
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Other |
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Total |
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Stock |
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Paid-in |
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Comprehensive |
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Accumulated |
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Stockholders’ |
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For the Nine Months Ended September 30, 2020 |
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Shares |
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Amount |
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Capital |
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Income |
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Deficit |
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Equity |
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Balance as of 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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Issuance of common stock through ATM facilities, net of commissions and offering costs of $ |
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— |
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— |
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— |
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Exercise of pre-funded warrants |
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— |
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— |
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— |
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— |
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— |
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RSU settlements, net of shares withheld |
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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 common stock pursuant to employee stock awards |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net 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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Unrealized loss on available-for-sale securities |
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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 as of March 31, 2020 |
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( |
) |
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Issuance of common stock and pre-funded warrants through underwritten offering, net of offering costs of $ |
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— |
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— |
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RSU settlements, net of shares withheld |
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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 common stock pursuant to employee stock awards |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net 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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( |
) |
Unrealized gain on available-for-sale securities |
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— |
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— |
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— |
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— |
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Balance as of June 30, 2020 |
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( |
) |
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Issuance of common stock through ATM facilities, net of commissions and offering costs of $ |
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— |
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— |
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RSU settlements, net of shares withheld |
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— |
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( |
) |
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— |
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— |
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( |
) |
Issuance of common stock pursuant to employee stock awards |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net 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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( |
) |
Unrealized loss on available-for-sale securities |
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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 as of 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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Accumulated |
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Common |
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Additional |
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Other |
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Total |
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Stock |
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Paid-in |
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Comprehensive |
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Accumulated |
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Stockholders’ |
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For the Nine Months Ended September 30, 2019 |
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Shares |
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Amount |
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Capital |
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(Loss) Income |
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Deficit |
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Equity |
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Balance as of December 31, 2018 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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|
Effect of the adoption of ASC topic 842 (Leases) |
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— |
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— |
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— |
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— |
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Balance as of January 1, 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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RSU settlements, net of shares withheld |
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— |
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( |
) |
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— |
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— |
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( |
) |
Issuance of common stock pursuant to employee stock awards |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net 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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( |
) |
Unrealized gain on available-for-sale securities |
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|
— |
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— |
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— |
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— |
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|
Balance as of March 31, 2019 |
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( |
) |
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|
Issuance of common stock through ATM facilities, net of commissions and offering costs of $ |
|
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— |
|
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— |
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— |
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|
RSU settlements, net of shares withheld |
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|
|
— |
|
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( |
) |
|
|
— |
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— |
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( |
) |
Issuance of common stock pursuant to employee stock awards |
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— |
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— |
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— |
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|
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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|
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— |
|
|
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— |
|
|
|
( |
) |
|
|
( |
) |
Unrealized gain on available-for-sale securities |
|
|
— |
|
|
|
— |
|
|
|
— |
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|
|
|
|
|
|
— |
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|
Balance as of June 30, 2019 |
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|
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( |
) |
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|
Issuance of common stock and pre-funded warrants through underwritten offering, net of offering costs of $ |
|
|
|
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|
— |
|
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|
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— |
|
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|
— |
|
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|
Issuance of common stock through ATM facilities, net of commissions and offering costs of $ |
|
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|
— |
|
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|
|
— |
|
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|
— |
|
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|
RSU settlements, net of shares withheld |
|
|
|
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|
|
— |
|
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( |
) |
|
|
— |
|
|
|
— |
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( |
) |
Issuance of common stock pursuant to employee stock awards |
|
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— |
|
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|
— |
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— |
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|
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Net 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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|
( |
) |
Unrealized gain on available-for-sale securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
Balance as of September 30, 2019 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
See accompanying notes.
5
Atara Biotherapeutics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2020 |
|
|
2019 |
|
||
Operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
|