SEC Filing | Tango Therapeutics, Inc

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10-Q

ROC

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 March 31, 2022


☐	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: 001-39485

TANGO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-1195036
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Binney St., Suite 700 Cambridge, MA	02142
(Address of principal executive offices)	(Zip Code)

(857) 320-4900

(Registrant’s telephone number, including area code)

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

TNGX

Nasdaq Global Market

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.


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 ☒

As of May 2, 2022, the registrant had 87,897,475 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

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	77
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	77
Signatures		78

Summary of Material Risks Associated with Our Business

Our business is subject to numerous material and other risks that you should be aware of before making an investment decision. These risks are described more fully in the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.” These risks include, among others, the following:


	•		We are a precision oncology company with a limited operating history. We have no products approved for commercial sale, have not generated any revenue from product sales and may never become profitable.


	•		We have incurred significant net losses since our inception and anticipate that we will continue to incur losses for the foreseeable future.


	•		We will need to raise substantial additional funding. If we are unable to raise capital when needed or on terms acceptable to us, we would be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts.


	•		We have never successfully completed any clinical trials and we may be unable to do so for any product candidates we develop. Certain of our programs are still in preclinical development and may never advance to clinical development.


	•		Our programs are focused on the development of oncology therapeutics for patients with genetically defined or biomarker-driven cancers, which is a rapidly evolving area of science, and the approach we are taking to discover and develop drugs is novel and may never lead to approved or marketable products.


	•		If we are unable to successfully validate, develop and obtain regulatory approval for companion diagnostic tests for our product candidates that require or would commercially benefit from such tests, or experience significant delays in doing so, we may not realize the full commercial potential of these product candidates.


	•		Clinical product development involves a lengthy and expensive process, with an uncertain outcome. Further, our current and potential future collaborations may not realize the anticipated benefits.


	•		Interim, top-line, and preliminary data from our future clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to confirmation, audit and verification procedures that could result in material changes in the final data.


	•		Results from early preclinical studies of our programs and product candidates are not necessarily predictive of the results of later preclinical studies and clinical trials of our programs and product candidates. If we cannot replicate the results from our earlier preclinical studies of our programs and product candidates in our later preclinical studies and clinical trials, we may be unable to successfully develop, obtain regulatory approval for and commercialize our product candidates.


	•		If we experience delays or difficulties in the initiation or enrollment of patients in clinical trials, the announcement of clinical trial results and our receipt of necessary regulatory approvals (if any) could be delayed or prevented.


	•		Our clinical trials or those of our current or future collaborators may reveal significant adverse events not seen in our preclinical or nonclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates.


	•		Some of our product candidates modulate pathways for which there are currently no approved or effective therapies, and utilize novel binding locations, which may result in greater research and development expenses, regulatory issues that could delay or prevent approval, or discovery of unknown or unanticipated adverse effects.


	•		If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired.


	•		The COVID-19 pandemic, or a similar pandemic, epidemic, or outbreak of an infectious disease, may materially and adversely affect our business and our financial results and could cause a disruption to the development of our product candidates and the initiation and completion of clinical trials.


	•		We expect to rely on third parties to conduct our future clinical trials, as well as investigator-sponsored clinical trials of our product candidates. If these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.


	•		We contract with third parties for the manufacture of our product candidates for preclinical development and expect to continue to do so for clinical testing and commercialization. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or products or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.


	•		The third parties upon whom we rely for the supply of the active pharmaceutical ingredients and drug product to be used in our product candidates are our sole source of supply, and the loss of any of these suppliers could significantly harm our business.


	•		If we are unable to obtain and maintain patent and other intellectual property protection for our technology and product candidates or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and drugs similar or identical to ours, and our ability to successfully commercialize our technology and drugs may be impaired.


	•		We may be subject to damages or settlement costs resulting from claims that we or our employees have violated the intellectual property rights of third parties, or are in breach of our agreements.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as "anticipates," "continue," "could," "may," "forecasts," "expects," "intends," "plans," "potentially," "believes," "seeks," "estimates," "predict," "target," and variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such statements. Such forward-looking statements are based on current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by our management, and may include, but are not limited to, statements regarding:


	•		the initiation, timing, progress, results, and cost of our research and development programs and our current and future preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or clinical trials and related preparatory work, the period during which the results of the clinical trials will become available, and our research and development programs;


	•		our ability to discover and develop product candidates efficiently (including the advancement of development candidates on the timelines identified);


	•		our ability and the potential to manufacture our drug substances and product candidates successfully for preclinical use, for clinical trials and on a larger scale for commercial use, if approved;


	•		the ability and willingness of our third-party strategic collaborators to continue research and development activities relating to our development candidates and product candidates;


	•		our ability to obtain funding for our operations necessary to complete further development and commercialization of our product candidates (and that existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements at least into the second half of 2024);


	•		our ability to obtain and, if approved, maintain regulatory approval of our product candidates;

iii


	•		our ability to commercialize our products, if approved;


	•		the pricing and reimbursement of our product candidates, if approved;


	•		the implementation of our business model, and strategic plans for our business and product candidates;


	•		the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;


	•		estimates of our future expenses, capital requirements, and our need for additional financing;


	•		the potential benefits of strategic collaboration agreements, our ability to enter into strategic collaborations or arrangements, and our ability to attract collaborators with development, regulatory and commercialization expertise;


	•		future agreements with third parties in connection with the commercialization of product candidates (if approved) and any other approved products;


	•		the size and growth potential of the markets for our product candidates, and our ability to serve those markets;


	•		our financial performance, including the expectation that we will continue to incur operating losses and negative cash flow;


	•		the rate and degree of market acceptance of our product candidates;


	•		regulatory developments in the United States and foreign countries;


	•		our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;


	•		our ability to produce our products or product candidates with advantages in turnaround times or manufacturing cost;


	•		the success of competing therapies that are or may become available;


	•		our ability to attract and retain key scientific or management personnel;


	•		the impact of laws and regulations;


	•		developments relating to our competitors and industry;


	•		the effect of the on-going COVID-19 pandemic, including mitigation efforts and economic effects, on any of the foregoing or other aspects of our business operations, including but not limited to our preclinical studies and clinical trials and any future studies or trials; and


	•		other risks and uncertainties, including those listed in this Quarterly Report on Form 10-Q under the section titled “Risk Factors.”

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify

all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Corporate Information and Corporate Website

We were formerly known as BCTG Acquisition Corp. (“BCTG”) and were incorporated in Delaware May 2020 as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business. On August 10, 2021, we consummated the merger pursuant to the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc. and Tango Therapeutics Sub, Inc. Upon the consummation of the merger, we changed our name to “Tango Therapeutics, Inc.”

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). We also make available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided to us by those persons. Accordingly, investors should monitor such portions of the company’s website, in addition to following the company’s press releases, SEC filings and public conference calls and webcasts (if any). Information on our website is not to be deemed to be incorporated by reference in, and is not part of, this Quarterly Report on Form 10-Q or any of our other securities filings, unless specifically incorporated herein by reference, and should not be relied upon in making a decision as to whether or not to purchase our common stock. Our filings with the SEC may be accessed through the SEC’s Interactive Data Electronic Applications system at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Further, the company intends to use its website http://www.tangotx.com as a means of disclosing material non-public information and for complying with its disclosure obligations under the SEC Regulation FD. Such disclosures will be included on the company’s website under the heading “Investors.” Accordingly, investors should monitor such portions of the company’s website, in addition to following the company’s press releases, SEC filings and public conference calls and webcasts.. The information contained on, or that may be accessed through, the website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

Our principal executive office is located at 100 Binney Street, Suite 700, Cambridge, Massachusetts.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	March 31, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	99,909		$	142,745
Marketable securities		349,976			342,510
Accounts receivable		2,000			2,000
Restricted cash		567			567
Prepaid expenses and other current assets		8,202			4,516
Total current assets		460,654			492,338
Property and equipment, net		6,538			4,832
Operating lease right-of-use assets		894			1,254
Restricted cash, net of current portion		3,423			1,712
Other assets		16			19
Total assets	$	471,525		$	500,155
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,367		$	3,226
Accrued expenses and other current liabilities		9,693			9,887
Operating lease liabilities		1,075			1,503
Deferred revenue		25,024			26,022
Income tax payable		52			52
Total current liabilities		39,211			40,690
Operating lease liabilities, net of current portion		—			—
Deferred revenue, net of current portion		111,958			114,718
Other long-term liabilities		—			—
Total liabilities		151,169			155,408
Commitments and contingencies (Note 8)
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—			—
Stockholders' equity:
Common stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2022 and December 31, 2021; 87,709,499 and 87,598,184 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		88			88
Additional paid-in capital		510,222			506,760
Accumulated other comprehensive loss		(3,410	)		(765	)
Accumulated deficit		(186,544	)		(161,336	)
Total stockholders’ equity		320,356			344,747
Total liabilities and stockholders’ equity	$	471,525		$	500,155

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2022			2021
Collaboration revenue	$	5,758		$	6,386
Operating expenses:
Research and development		24,330			15,000
General and administrative		6,807			3,467
Total operating expenses		31,137			18,467
Loss from operations		(25,379	)		(12,081	)
Other income (expense):
Interest income		218			104
Other expense, net		(47	)		(55	)
Total other income, net		171			49
Loss before income taxes		(25,208	)		(12,032	)
Provision for income taxes		-			(74	)
Net loss	$	(25,208	)	$	(12,106	)

Net loss per common share – basic and diluted	$	(0.29	)	$	(0.29	)
Weighted average number of common shares outstanding – basic and diluted		87,670,653			41,575,143

Net loss		(25,208	)		(12,106	)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities		(2,645	)		15
Comprehensive loss	$	(27,853	)	$	(12,091	)

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED

STOCK AND STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(Unaudited)


					Additional			Accumulated Other						Total
	Common Stock				Paid-in			Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital			Loss			Deficit			Equity
Balance at December 31, 2021		87,598,184	$	88	$	506,760		$	(765	)	$	(161,336	)	$	344,747
Exercise of stock options		111,315		—		265			—			—			265
Stock based compensation expense		—		—		3,205			—			—			3,205
Business combination and PIPE financing, issuance costs		—		—		(8	)		—			—			(8	)
Other comprehensive loss		—		—		—			(2,645	)		—			(2,645	)
Net loss		—		—		—			—			(25,208	)		(25,208	)
Balance at March 31, 2022		87,709,499	$	88	$	510,222		$	(3,410	)	$	(186,544	)	$	320,356


											Additional		Accumulated Other					Total
	Series B						Common Stock				Paid-in		Comprehensive		Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital		Income		Deficit			Equity
Balance at December 31, 2020		—		$	—			40,372,133	$	40	$	141,644	$	17	$	(103,101	)	$	38,600
Issuance of Series B redeemable convertible preferred stock, net of issuance costs of $0.1 million		22,686,025			29,990			—		—		—		—		—			—
Retroactive application of recapitalization		(22,686,025	)		(29,990	)		7,706,861		8		29,982		—		—			29,990
Exercise of stock options		—			—			304,080		1		439		—		—			440
Vesting of restricted common stock awards		—			—			—		—		2		—		—			2
Stock based compensation expense		—			—			—		—		950		—		—			950
Other comprehensive income		—			—			—		—		—		15		—			15
Net loss		—			—			—		—		—		—		(12,106	)		(12,106	)
Balance at March 31, 2021		—		$	—			48,383,074	$	49	$	173,017	$	32	$	(115,207	)	$	57,891

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

TANGO THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(25,208	)	$	(12,106	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		309			204
Noncash operating lease expense		361			242
Stock-based compensation		3,205			950
Other, net		54			58
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,687	)		(132	)
Other long-term assets		4			8
Accounts payable		(359	)		2,557
Accrued expenses and other liabilities		(157	)		(636	)
Operating lease liabilities		(429	)		(372	)
Deferred revenue		(3,758	)		(4,386	)
Net cash used in operating activities		(29,665	)		(13,613	)
Cash flows from investing activities
Purchase of property and equipment		(1,561	)		(165	)
Sales and maturities of marketable securities		44,415			40,645
Purchases of marketable securities		(54,571	)		(19,868	)
Net cash (used in) provided by investing activities		(11,717	)		20,612
Cash flows from financing activities
Proceeds from issuance of preferred stock, net of issuance costs		-			29,998
Proceeds from issuance of common stock upon exercise of stock options		265			439
Payment of Business Combination and PIPE Financing transaction costs		(8	)		(26	)
Net cash provided by financing activities		257			30,411
Net change in cash, cash equivalents and restricted cash		(41,125	)		37,410
Cash, cash equivalents and restricted cash, beginning of period		145,024			30,660

Cash, cash equivalents and restricted cash, end of period	$	103,899		$	68,070

Supplemental cash flow information:
Cash paid for leases	$	465		$	452
Supplemental disclosure of noncash investing and financing activity:
Purchases of property and equipment included in accounts payable and accrued expenses	$	500		$	81
Preferred stock issuance costs included in accounts payable and accrued expenses	$	-		$	8
Merger with BCTG and PIPE financing deferred offering costs included in accounts payable and accrued expenses	$	-		$	347

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

TANGO THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nature of the Business and Basis of Presentation

Tango Therapeutics, Inc. (“Tango” or the “Company”) is a precision oncology company committed to the discovery and development of novel drugs in defined patient populations with high unmet medical need.

Tango Therapeutics, Inc. (together with its consolidated subsidiaries, “Tango” or the “Company”) was incorporated in Delaware on May 21, 2020. On April 13, 2021, the Company, BCTG Merger Sub Inc., a Delaware corporation, and Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc. or “Old Tango”) signed a definitive merger agreement (the "Merger Agreement"). Pursuant to the Merger Agreement, the business combination ("Business Combination") was approved on August 9, 2021 by shareholders of BCTG Acquisition Corp. ("BCTG"), resulting in BCTG acquiring 100% of Old Tango's issued and outstanding equity securities on August 10, 2021. As a result of the Business Combination, BCTG was renamed Tango Therapeutics, Inc.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements reflect the operations of Tango and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar.

In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results for the year ending December 31, 2022, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 have been prepared on the same basis as and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022.

Summary of Significant Accounting Policies

There have been no significant changes from the significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, of the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Use of Estimates

The preparation of consolidated financial statements requires that the Company make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates and assumptions made in the consolidated financial statements include, but are not limited to, the revenue recognized from collaboration agreements, the valuation of stock-based awards and the accrual for research and development expenses. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements.

3. Business Combination

On August 10, 2021 (the "Closing Date"), BCTG, a Delaware corporation and now predecessor of the Company, consummated the Business Combination, pursuant to the Merger Agreement, by and among BCTG, BCTG Merger Sub Inc., a Delaware corporation ("BCTG Merger Sub"), and Old Tango. Prior to consummation of the Business Combination, Old Tango changed its name from “Tango Therapeutics, Inc.” to “Tango Therapeutics Sub, Inc.” and in connection with the Business Combination, BCTG changed its name to “Tango Therapeutics, Inc.” (the former name of Old Tango). Pursuant to the Merger Agreement, on the Closing Date, BCTG Merger Sub merged with and into Old Tango, or the Merger, with Old Tango surviving the Merger as a wholly-owned subsidiary of BCTG, and BCTG changed its name to “Tango Therapeutics, Inc.”, or New Tango.

Pursuant to the terms and conditions of the Merger Agreement, the aggregate consideration paid to Old Tango equity holders upon the closing of the Merger was 55,000,000 shares of New Tango common stock. Subsequent to the closing of the Business Combination, New Tango entered into subscription agreements with certain investors ("PIPE Investors") pursuant to which the PIPE Investors purchased 18,610,000 shares of New Tango common stock at $10.00 per share, for aggregate gross proceeds of $186.1 million, under the PIPE Financing.

The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transaction (in thousands):


	Recapitalization
Cash - BCTG's Trust Account and cash (net of redemptions)	$	156,013
Cash - PIPE Financing		186,100
Less transaction costs and advisory fees paid		(15,844	)
Net cash proceeds from the Business Combination and PIPE Financing		326,269
Add: non-cash net assets assumed from BCTG		3
Net contributions from Business Combination and PIPE Financing	$	326,272

The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination and PIPE Financing transaction:


	Number of Shares
BCTG common shares outstanding prior to the Business Combination		21,377,250
Less redemption of BCTG shares		(1,106,814	)
Common shares of BCTG outstanding as of the Business Combination		20,270,436
Shares issued pursuant to the PIPE Financing		18,610,000
Business Combination and PIPE Financing shares