8-K
false000181913300018191332022-08-102022-08-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

 

Date of Report (Date of earliest event reported): November 10, 2022

 

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TANGO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware

001-39485

85-1195036

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

201 Brookline Ave., Suite 901

Boston, MA

 

02215

(Address of principal executive offices)

(Zip code)

 

Registrant’s telephone number, including area code: 857-320-4900

 

 

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

 

The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.


Item 2.02 Results of Operations and Financial Condition.

 

On November 10, 2022, Tango Therapeutics, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The press release, and the information set forth therein (including Exhibit 99.1), is being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section. Nor shall such document be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in the filing unless specifically stated so therein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description

99.1

Press Release issued by Tango Therapeutics, Inc. on November 10, 2022 relating to its results of operations and financial condition for the quarter ended September 30, 2022.

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TANGO THERAPEUTICS, INC.

 

Dated: November 10, 2022 By: /s/ Douglas Barry__________

Name: Douglas Barry

Title: General Counsel


EX-99.1

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Tango Therapeutics Reports Third Quarter 2022 Financial Results

and Provides Business Highlights

 

– Clinical Trial Application (CTA) for TNG908, an MTA-cooperative PRMT5 inhibitor, approved by the National Agency for the Safety of Medicines (ANSM) in France –

 

– TNG260 disclosed as a first-in-class CoREST complex inhibitor for treatment

of STK11-mutant cancers –

 

– TNG348 declared as a USP1 inhibitor development candidate for treatment

of BRCA1/2 mutant cancers –

 

– Aaron Weitzman, M.D., F.A.C.P., appointed Chief Medical Officer –

 

BOSTON, Mass. – November 10, 2022 – Tango Therapeutics, Inc. (NASDAQ: TNGX), a clinical-stage biotechnology company committed to discovering and delivering the next generation of precision cancer medicines, reported its financial results for the third quarter ended September 30, 2022, and provided business highlights.

“We have made significant progress advancing our pipeline of synthetic lethal therapies, including the recent expansion of clinical trial sites for TNG908, our lead PRMT5 program, to include France, and the declaration of TNG348 as a development candidate for our USP1 program,” said Barbara Weber, M.D., President and Chief Executive Officer of Tango Therapeutics. “In addition, we are very pleased to announce the appointment of Ron Weitzman, M.D. as our Chief Medical Officer. Dr. Weitzman has extensive experience in oncology clinical development, including both early and full development in solid tumors and hematologic malignancies, bringing expertise and leadership as we continue to progress our pipeline.”

 

Recent Business Highlights

 

Pipeline Update

 

TNG908, a novel synthetic lethal PRMT5 inhibitor

Enrollment is ongoing in the dose escalation phase of the TNG908 phase 1/2 trial.
A CTA for TNG908 was approved by the ANSM in France during the fourth quarter of 2022.
TNG908 is a synthetic lethal inhibitor of PRMT5 (protein arginine methyl transferase 5) that works selectively in cancer cells with MTAP (methylthioadenosine phosphorylase) deletion.
MTAP deletions occur in approximately 10%-15% of all human cancers, including non-small cell lung cancer, mesothelioma, cholangiocarcinoma and glioblastoma.

 

 


 

 

TNG260, a first-in-class CoREST complex inhibitor

The Company disclosed the target of TNG260 as the CoREST complex. The CoREST complex (Co-repressor of Repressor Element-1 Silencing Transcription) plays a major role in regulating the expression of immunomodulatory proteins.
Inhibition of the CoREST complex by TNG260 reverses anti-PD1 resistance driven by STK11 mutations in preclinical models.
The Company expects to file an Investigational New Drug (IND) application for this program in the first half of 2023.
STK11 mutations occur in approximately 15% of non-small cell lung, 15% of cervical, 10% of carcinoma of unknown primary, 5% of breast and 3% of pancreatic cancers, among others.

 

TNG348, a novel USP1 inhibitor

The Company declared TNG348 a development candidate for the USP1 program (ubiquitin-specific protease 1) in 4Q 2022, which is being developed for the treatment of BRCA1 and BRCA2-mutant cancers. The Company expects to file an IND for TNG348 in 2023.
In vivo preclinical studies of USP1 inhibition have shown single agent efficacy in BRCA1 and BRCA2-mutant cell-line and patient derived xenografts, including those that are intrinsically resistant to PARP inhibition. These preclinical data further demonstrate that TNG348 is synergistic with PARP inhibition across a panel of human ovarian and breast cancer cell lines, including both PARP inhibitor resistant and sensitive lines.
BRCA1/2 mutations are present in approximately 15% of ovarian, 10% of breast, 5% of endometrial and 5% of pancreatic cancers, among others.

 

Leadership Update

 

The Company strengthened its management team with the appointment of Aaron (Ron) Weitzman, M.D., F.A.C.P. as Chief Medical Officer. Dr. Weitzman brings more than 20 years of experience in the biopharmaceutical industry. Dr. Weitzman has served as Vice President of Clinical Development at Exelixis, where he oversaw the global development of CABOMETYX®. He also had senior clinical positions at Genentech, Novartis, and Eli Lilly and Company, where he played key roles in the development of AVASTIN® and TASIGNA®. Dr. Weitzman obtained his M.D. from the Medical School at the University of Western Ontario, Canada. He completed his medical residency at Mount Sinai Medical Center and completed his clinical fellowship in Medical Oncology at Columbia-Presbyterian Medical Center in New York City.

 


 

 

Scientific Presentations

 

Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting, November 8-12, 2022, Boston, MA

The Company presented four posters and disclosed the target of TNG260, a first-in-class CoREST inhibitor for the treatment of STK11-mutant cancers. Preclinical data presented provide strong evidence that TNG260 reverses the immune evasion caused by STK11 mutations, with the combination of TNG260 and α-PD1 driving complete tumor regressions in STK11-mutant syngeneic xenografts.
Additional posters highlighted the potential of the proprietary discovery platform to identify novel immune evasion targets for future development.

 

AACR-NCI-EORTC Molecular Targets and Cancer Therapeutics Symposium, October 26-28, 2022, Barcelona, Spain

The Company presented three preclinical posters on PRMT5 inhibitors, TNG908 and TNG462, highlighting the potential of this program to address the high unmet need in MTAP-deleted cancers.

 

Upcoming Milestones

Initial safety and efficacy data is expected from the Phase 1/2 clinical trial of TNG908, a synthetic lethal PRMT5 inhibitor, in patients with MTAP-deleted solid tumors during the first half of 2023.
The IND filing for TNG462, a next-generation MTA-cooperative PRMT5 inhibitor, is on track for the first half of 2023.
The IND filing for TNG260, a first-in-class CoREST inhibitor, is on track for the first half of 2023.
The IND filing for TNG348, a novel USP1 inhibitor that is being developed for treatment of BRCA1 and BRCA2-mutant cancers, is on track for 2023.

 

Financial Results

 

As of September 30, 2022, the Company held $393.3 million in cash, cash equivalents and marketable securities, which the Company believes to be sufficient to fund operations into 2025.

 

Collaboration revenue was $6.9 million for the three months ended September 30, 2022, compared to $6.8 million for the same period in 2021, and $18.4 million for the nine months ended September 30, 2022 compared to $20.3 million for the same period in 2021. The

 


 

year-to-date decrease was due to lower research costs incurred under the Gilead collaboration during the nine months ended September 30, 2022 resulting in lower collaboration revenue recognized.

 

There was no license revenue for the three and nine months ended September 30, 2022, compared to $0.0 and $11.0 million for the three and nine months ended September 30, 2021, respectively. The $11.0 million of license revenue recognized during the nine months ended September 30, 2021 is the direct result of Gilead licensing a program for $11.0 million during the second quarter of 2021.

 

Research and development expenses were $28.7 million for the three months ended September 30, 2022, compared to $21.9 million for the same period in 2021, and $76.8 million for the nine months ended September 30, 2022 compared to $56.0 million for the same period in 2021. The change is primarily due to increased spend relating to the advancement of the TNG462 and TNG260 programs and personnel-related costs.

 

General and administrative expenses were $8.1 million for the three months ended September 30, 2022, compared to $4.4 million for the same period in 2021, and $22.1 million for the nine months ended September 30, 2022 compared to $11.5 million for the same period in 2021. The change was primarily due to increases in personnel-related costs.

 

Net loss for the three months ended September 30, 2022 was $29.1 million, or $0.33 per share, compared to a net loss of $19.6 million, or $0.28 per share, in the same period in 2021. Net loss for the nine months ended September 30, 2022 was $79.1 million, or $0.90 per share, compared to a net loss of $36.2 million, or $0.68 per share, in the same period in 2021.

 

About Tango Therapeutics

 

Tango Therapeutics is a clinical-stage biotechnology company dedicated to discovering novel drug targets and delivering the next generation of precision medicine for the treatment of cancer. Using an approach that starts and ends with patients, Tango leverages the genetic principle of synthetic lethality to discover and develop therapies that take aim at critical targets in cancer. This includes expanding the universe of precision oncology targets into novel areas such as tumor suppressor gene loss and their contribution to the ability of cancer cells to evade immune cell killing. For more information, please visit www.tangotx.com.

 

Forward-Looking Statements

 

Certain statements in this press release may be considered forward-looking statements. Forward-looking statements generally relate to future events, Tango’s future operating performance and goals, the anticipated benefits of therapies and combination therapies (that

 


 

include a Tango pipeline product), expectations, beliefs and development objectives for Tango’s product pipeline and clinical trials. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “goal”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. For example, statements concerning the following include or constitute forward-looking statements: the Company believes its cash, cash equivalents and marketable securities are sufficient to fund operations into 2025; the Company expects to have initial safety and efficacy data in connection with the TNG908 Phase 1/2 clinical trial in the 1H 2023; TNG260 is a first-in-class, CoREST inhibitor that has reversed anti-PD1 resistance driven by STK11 mutations in preclinical models; the Company plans to file INDs for TNG462 and TNG260 in the first half of 2023; the Company expects to file an IND for TNG348 in 2023; the Company has the opportunity to potentially expand the benefits of precision oncology to additional genetically defined cancers, such as lung cancer and glioblastoma, where a significant need for new options remains; the potential of the Company’s proprietary discovery platform to identify synthetic lethal targets for future development; the potential of the Company’s PRMT5 therapies to address the high unmet need in MTAP-deleted cancers; the indications expected to be included in Company clinical trials; the potential applicability of synthetic lethal drugs targeting across a range of cancer types; the expected benefits of the Company's development candidates and other product candidates; and the expected timing of: (i) development candidate declaration for certain targets, (ii) initiating IND-enabling studies; (iii) filing INDs; (iv) clinical trial initiation and (v) disclosing initial and final clinical trial results. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Tango and its management, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: Tango has limited experience conducting clinical trials (and will rely on a third party to operate its clinical trials) and may not be able to commence the clinical trial (including opening clinical trial sites and enrolling and dosing an adequate number of clinical trial participants) when expected and may not generate results (including final or initial safety and efficacy data) in the anticipated timeframe (or at all); benefits of product candidates seen in preclinical analyses may not be evident when tested in clinical trials or when used in broader patient populations (if approved for commercial sale); the benefits of Tango pipeline products, development candidates and potential combination therapies that are seen in pre-clinical experiments may not be present in clinical trials or in use commercially or may not be safe and/or effective in humans; Tango has a limited operating history and has not generated any revenue to date from product sales, and may never become

 


 

profitable; other companies may be able to identify and develop product candidates more quickly than the Company and commercially introduce the product prior to the Company; the Company’s proprietary discovery platform is novel and may not identify any synthetic lethal targets for future development; the Company may not be able to identify development candidates on the schedule it anticipates due to technical, financial or other reasons; the Company may not be able to file INDs for development candidates on time, or at all, due to technical or financial reasons or otherwise; the Company may utilize cash resources more quickly than anticipated; Tango will need to raise capital in the future and if we are unable to raise capital when needed or on attractive terms, we would be forced to delay, scale back or discontinue some of our development programs or future commercialization efforts; we may be unable to advance our preclinical development programs into and through the clinic for safety or efficacy reasons or commercialize our product candidates or we may experience significant delays in doing so as a result of factors beyond Tango’s control; the Company may not be able to realize the benefits of fast track designation (and such designation may not advance any anticipated approval timelines); Tango’s approach to the discovery and development of product candidates is novel and unproven, which makes it difficult to predict the time, cost of development, and likelihood of successfully developing any products; Tango may not identify or discover additional product candidates or may expend limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success; our products candidates may cause adverse or other undesirable side effects (or may not show requisite efficacy) that could, among other things, delay or prevent regulatory approval; our dependence on third parties for conducting clinical trials and producing drug product; our ability to obtain and maintain patent and other intellectual property protection for our technology and product candidates or the scope of intellectual property protection obtained is not sufficiently broad; and delays and other impacts on product development and clinical trials from the COVID-19 pandemic. Additional information concerning risks, uncertainties and assumptions can be found in Tango’s filings with the SEC, including the risk factors referenced in Tango’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as supplemented and/or modified by its most recent Quarterly Report on Form 10-Q. You should not place undue reliance on forward-looking statements in this presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Tango specifically disclaims any duty to update these forward-looking statements.

 

Investor Contact:

Sam Martin/Andrew Vulis
Argot Partners
tango@argotpartners.com

 


 

 

Media Contact:

Joshua R. Mansbach

Argot Partners
tango@argotpartners.com 

 

 


 

 

Consolidated Statements of Operations

(In thousands, except share and per share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Collaboration revenue

 

$

6,920

 

 

$

6,787

 

 

$

18,449

 

 

$

20,326

 

License revenue

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,000

 

Total revenue

 

$

6,920

 

 

$

6,787

 

 

$

18,449

 

 

$

31,326

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

28,744

 

 

 

21,923

 

 

 

76,815

 

 

 

56,002

 

General and administrative

 

 

8,099

 

 

 

4,433

 

 

 

22,138

 

 

 

11,530

 

Total operating expenses

 

 

36,843

 

 

 

26,356

 

 

 

98,953

 

 

 

67,532

 

Loss from operations

 

 

(29,923

)

 

 

(19,569

)

 

 

(80,504

)

 

 

(36,206

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

350

 

 

 

91

 

 

 

865

 

 

 

299

 

Other income (expense), net

 

 

523

 

 

 

(50

)

 

 

526

 

 

 

(167

)

Total other income, net

 

 

873

 

 

 

41

 

 

 

1,391

 

 

 

132

 

Loss before income taxes

 

 

(29,050

)

 

 

(19,528

)

 

 

(79,113

)

 

 

(36,074

)

Provision for income taxes

 

 

-

 

 

 

(62

)

 

 

(3

)

 

 

(115

)

Net loss

 

$

(29,050

)

 

$

(19,590

)

 

$

(79,116

)

 

$

(36,189

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share – basic and diluted

 

$

(0.33

)

 

$

(0.28

)

 

$

(0.90

)

 

$

(0.68

)

Weighted average number of common shares outstanding
   – basic and diluted

 

 

87,892,195

 

 

 

70,160,663

 

 

 

87,868,081

 

 

 

53,397,557

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Consolidated Balance Sheets

(In thousands)

 

 

 

September 30,
2022

 

 

December 31,
2021

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

100,312

 

 

$

142,745

 

Marketable securities

 

 

292,981

 

 

 

342,510

 

Accounts receivable

 

 

2,000

 

 

 

2,000

 

Restricted cash

 

 

567

 

 

 

567

 

Prepaid expenses and other current assets

 

 

5,814

 

 

 

4,516

 

Total current assets

 

 

401,674

 

 

 

492,338

 

Property and equipment, net

 

 

11,296

 

 

 

4,832

 

Operating lease right-of-use assets

 

 

47,757

 

 

 

1,254

 

Restricted cash, net of current portion

 

 

3,423

 

 

 

1,712

 

Other assets

 

 

6

 

 

 

19

 

Total assets

 

$

464,156

 

 

$

500,155

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

6,314

 

 

$

3,226

 

Accrued expenses and other current liabilities

 

 

15,752

 

 

 

9,887

 

Operating lease liabilities

 

 

781

 

 

 

1,503

 

Deferred revenue

 

 

28,475

 

 

 

26,022

 

Income tax payable

 

 

 

 

 

52

 

Total current liabilities

 

 

51,322

 

 

 

40,690

 

Operating lease liability, net of current portion

 

 

39,947

 

 

 

 

Deferred revenue, net of current portion

 

 

99,815

 

 

 

114,718

 

Total liabilities

 

 

191,084

 

 

 

155,408

 

Total stockholders’ equity

 

 

273,072

 

 

 

344,747

 

Total liabilities and stockholders’ equity

 

$

464,156

 

 

$

500,155