Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

☐	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: 001-39539

PMV PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	46-3218129
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Research Way Princeton, NJ	08540
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (609) 642-6670

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 $0.00001		PMVP		The Nasdaq Global Select 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 ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒No ☐

Asof August 7, 2024, the registrant had 51,519,751shares of common stock, $0.00001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	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	23
Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures	27

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, development plans, planned preclinical studies and clinical trials, future results of clinical trials, expected research and development costs, regulatory strategy, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "would," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled "Item 1A. Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission on February 29, 2024, as well as in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

PART I-FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited).

PMV Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share amounts)

		June 30, 2024 (unaudited)			December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	48,526			$	37,706
Restricted cash			822				822
Marketable securities, current			164,393				165,351
Prepaid expenses and other current assets			5,048				3,530
Total current assets			218,789				207,409
Property and equipment, net			10,530				10,666
Marketable securities, noncurrent			-				25,505
Right-of-use assets			8,038				8,382
Other assets			182				190
Total assets		$	237,539			$	252,152
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	4,533			$	3,237
Accrued expenses			5,701				9,940
Operating lease liabilities, current			1,151				852
Total current liabilities			11,385				14,029
Operating lease liabilities, noncurrent			11,839				12,434
Total liabilities			23,224				26,463
Stockholders' equity:
Preferred stock, $0.00001par value, 5,000,000shares authorized at June 30, 2024 and December 31, 2023. Noshares issued or outstanding at June 30, 2024 and December 31, 2023.			-				-
Common stock, $0.00001par value, 1,000,000,000shares authorized; 51,522,125and 51,445,862shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.			-				-
Additional paid-in capital			540,986				535,468
Accumulated deficit			(326,486	)			(310,003	)
Accumulated other comprehensive (loss) income			(185	)			224
Total stockholders' equity			214,315				225,689
Total liabilities and stockholders' equity		$	237,539			$	252,152

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

PMV Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except share and per share amounts)

		Three Months Ended June 30,			Six Months Ended June 30,
		2024			2023			2024			2023
Operating expenses:
Research and development		$	14,628			$	13,843			$	27,813			$	28,916
General and administrative			5,542				6,279				10,578				12,686
Total operating expenses			20,170				20,122				38,391				41,602
Loss from operations			(20,170	)			(20,122	)			(38,391	)			(41,602	)
Other income (expense):
Interest income, net			2,801				2,696				5,753				5,022
Other (expense) income, net			(17	)			(6	)			(18	)			20
Total other income			2,784				2,690				5,735				5,042
Loss before provision for income taxes			(17,386	)			(17,432	)			(32,656	)			(36,560	)
(Benefit) provision income taxes			(16,173	)			4				(16,173	)			4
Net loss			(1,213	)			(17,436	)			(16,483	)			(36,564	)
Unrealized (loss) gain on available for sale investments, net of tax			(61	)			(212	)			(380	)			117
Foreign currency translation gain (loss)			5				-				(28	)			-
Total other comprehensive (loss) income			(56	)			(212	)			(408	)			117
Total comprehensive loss		$	(1,269	)		$	(17,648	)		$	(16,891	)		$	(36,447	)
Net loss per share -- basic and diluted		$	(0.02	)		$	(0.38	)		$	(0.32	)		$	(0.80	)
Weighted-average common shares outstanding			51,478,751				45,813,132				51,462,307				45,793,355

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

PMV Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(unaudited)

(in thousands, except share amounts)

			Common Stock			Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
			Shares			Amount			Capital			(Loss) Income			Deficit			Equity
Balance at December 31, 2022				45,771,332			$	-			$	487,516			$	(445	)		$	(241,043	)		$	246,028
Exercise of stock options				3,429				-				12				-				-				12
Stock-based compensation expense				-				-				2,932				-				-				2,932
Net loss				-				-				-				-				(19,128	)			(19,128	)
Unrealized gain on available for sale investments				-				-				-				329				-				329
Balance at March 31, 2023				45,774,761			$	-			$	490,460			$	(116	)		$	(260,171	)		$	230,173
Exercise of stock options and common stock issued under the 2020 ESPP				24,417				-				105				-				-				105
Issuance of common stock, net of issuance costs				344,358				-				2,026				-				-				2,026
Stock-based compensation expense				-				-				3,153				-				-				3,153
Net loss				-				-				-				-				(17,436	)			(17,436	)
Unrealized loss on available for sale investments				-				-				-				(212	)			-				(212	)
Balance at June 30, 2023				46,143,536			$	-			$	495,744			$	(328	)		$	(277,607	)		$	217,809

			Common Stock			Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
			Shares			Amount			Capital			(Loss) Income			Deficit			Equity
Balance at December 31, 2023				51,445,862			$	-			$	535,468			$	224			$	(310,003	)		$	225,689
Exercise of stock options				-				-				-				-				-				-
Stock-based compensation expense				-				-				2,610				-				-				2,610
Net loss				-				-				-				-				(15,270	)			(15,270	)
Unrealized loss on available for sale investments				-				-				-				(319	)			-				(319	)
Foreign currency translation loss				-				-				-				(34	)			-				(34	)
Balance at March 31, 2024				51,445,862			$	-			$	538,078			$	(129	)		$	(325,273	)		$	212,676
Exercise of stock options and common stock issued under the 2020 ESPP				76,263				-				141				-				-				141
Stock-based compensation expense				-				-				2,767				-				-				2,767
Net loss				-				-				-				-				(1,213	)			(1,213	)
Unrealized loss on available for sale investments				-				-				-				(61	)			-				(61	)
Foreign currency translation gain				-				-				-				5				-				5
Balance at June 30, 2024				51,522,125			$	-			$	540,986			$	(185	)		$	(326,486	)		$	214,315

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

PMV Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

		Six Months Ended June 30,
		2024			2023
Cash flows from operating activities:
Net loss		$	(16,483	)		$	(36,564	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense			5,377				6,085
Depreciation			734				540
Accretion of discounts on marketable securities			(3,004	)			(1,669	)
Non-cash lease income			(193	)			(188	)
Other, net			7				-
Change in operating assets and liabilities:
Prepaid expenses and other assets			(1,518	)			2,758
Operating lease right-of-use assets and liabilities			241				-
Accounts payable			1,296				493
Accrued expenses			(4,239	)			632
Net cash used in operating activities			(17,782	)			(27,913	)
Cash flows from investing activities:
Purchases of property and equipment			(598	)			(721	)
Purchases of marketable securities			(71,374	)			(129,552	)
Maturities of marketable securities			100,461				115,955
Net cash provided (used) by investing activities			28,489				(14,318	)
Cash flows from financing activities:
Issuance of common stock, net of issuance costs			-				2,026
Proceeds from the exercise of stock options and common stock issued under the 2020 EIP			141				117
Net cash provided by financing activities			141				2,143
Impact of exchange rates on cash, cash equivalents, and restricted cash			(28	)			-
Net increase (decrease) in cash and cash equivalents			10,820				(40,088	)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash - beginning of period			38,528				109,119
Cash, cash equivalents, and restricted cash - end of period		$	49,348			$	69,031

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

PMV Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share amounts)

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

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q and our audited condensed consolidated financial statements and notes thereto as of and for the years ended December 31, 2023 and 2022 and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations," including "Contractual Obligations and Commitments" and "Critical Accounting Policies and Estimates," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission, or the SEC, on February 29, 2024. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "we," "us," and "our" refer to PMV Pharmaceuticals, Inc.

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including but not limited to those set forth under the captions "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended. Furthermore, past operating results are not necessarily indicative of results that may occur in future periods.

Overview

We are a precision oncology company pioneering the discovery and development of small molecule, tumor-agnostic therapies targeting p53. p53 is a well-defined tumor suppressor protein known as the "guardian of the genome," and normal, or wild-type, p53 has the ability to eliminate cancer cells. However, mutant p53 proteins can be misfolded and lose their wild-type tumor suppressing function. These p53 mutations are found in approximately half of all cancers. The field of p53 biology was established by our co-founder Dr. Arnold Levine when he discovered the p53 protein in 1979. We have leveraged more than four decades of research experience and developed unique insights into p53 to create a precision oncology platform designed to generate selective, small molecule, tumor-agnostic therapies that structurally correct specific mutant p53 proteins to restore their wild-type function. We are deploying our precision oncology platform to target p53 mutations and other p53-related cancers.

Since our formation in March 2013, we have devoted substantially all of our time and efforts to performing research and development activities and raising capital. We are not profitable and have incurred losses in each year since our inception. During the three and six months ended June 30, 2024, the Company incurred net losses of $1.2 million and $16.5 million, respectively. As of June 30, 2024, we had an accumulated deficit of $326.5 million. We do not currently have any product candidates approved for sale, and we continue to incur significant research and development and general administrative expenses related to our operations. We initiated a Phase 1/2 clinical trial, PYNNACLE, in October 2020 for our lead product candidate, PC14586 (rezatapopt). In October 2020, we were granted FDA Fast Track Designation of PC14586 for the treatment of patients with locally advanced or metastatic solid tumors that have a p53 Y220C mutation. In July 2023, we concluded our End of Phase 1 meeting with the FDA with alignment on the recommended Phase 2 dose and key elements of the single arm, Phase 2 registrational portion of the PYNNACLE study. In October 2023, we presented our updated Phase 1 clinical data for PC14586 at the 2023 AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics Meeting. We are continuing to dose patients in the pivotal Phase 2 monotherapy portion of our PYNNACLE trial, and have activated over 60% of sites globally across the US, Europe and Asia-Pacific. In addition, for the separate Phase 1b arm of the PYNNACLE trial, which combines rezatapopt with KEYTRUDA® (pembrolizumab) in collaboration with Merck and Co, we have updated patient eligibility criteria to exclude patients with KRAS single-nucleotide variant, consistent with the Phase 2 monotherapy eligibility criteria, and are continuing to identify the optimal combination dose. We expect to provide interim data on the Phase 2 monotherapy registrational portion of the PYNNACLE trial by mid-2025.

We expect that our operating expenses will increase significantly as we advance our product candidates through preclinical and clinical development, seek regulatory approval, and prepare for and, if approved, proceed to commercialization; acquire, discover, validate, and develop additional product candidates; obtain, maintain, protect, and enforce our intellectual property portfolio; and hire additional personnel. Furthermore, we have incurred and will continue to incur additional costs associated with operating as a public company that we did not experience as a private company. We expect to continue to incur significant losses for the foreseeable future.

Our ability to generate product revenue will depend on the successful development, regulatory approval, and eventual commercialization of one or more of our product candidates. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through private or public equity or debt financings, collaborative, or other arrangements with corporate sources, or through other sources of financing. Adequate funding may not be available to us

on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of our product candidates.

We plan to continue to use third-party service providers, including clinical research organizations, or CROs, and contract manufacturing organization, or CMOs, to carry out our preclinical and clinical development and to manufacture and supply the materials to be used during the development and commercialization of our product candidates. We do not currently have a sales force.

Components of Results of Operations

Revenue

To date, we have not generated any revenue from any sources, including from product sales, and we do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, or license agreements with third parties, we may generate revenue in the future from product sales. However, there can be no assurance as to when we will generate such revenue, if at all.

Operating Expenses

Research and Development Expenses

Our research and development expenses consist primarily of costs incurred to conduct research, such as the discovery and development of our product candidates as well as the development of future product candidates. Research and development expenses include personnel costs, including stock-based compensation expense, third-party contractor services, laboratory materials and supplies, and depreciation and maintenance of research equipment. We expense research and development costs as they are incurred.

We do not allocate our costs by product candidate or development program, as a significant amount of research and development expenses include compensation costs, materials, supplies, depreciation on and maintenance of research equipment, and the cost of services provided by outside contractors, which are not tracked by product candidate or development program. In particular, with respect to internal costs, several of our departments support multiple product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program. Substantially all of our research and development costs are associated with our lead product candidate, PC14586 (rezatapopt). We initiated a Phase 1/2 clinical trial in October 2020 for our lead product candidate, PC14586. In October 2020, we were granted FDA Fast Track Designation of PC14586 for the treatment of patients with locally advanced or metastatic solid tumors that have a p53 Y220C mutation. In October 2023, we presented our updated Phase 1 clinical data for PC14586 at the 2023 AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics Meeting. We are continuing to dose patients, and have activated over 60% of sites globally across the US, Europe and Asia-Pacific, in the registrational, tumor-agnostic PYNNACLE Phase 2 trial of PC14586 in patients with advanced solid tumors harboring a TP53 Y220C mutation and KRAS wild-type (WT). In addition, for the separate Phase 1b arm of the PYNNACLE trial, which combines rezatapopt with KEYTRUDA® (pembrolizumab) in collaboration with Merck and Co., we have updated patient eligibility criteria to exclude patients with KRAS single-nucleotide variant, consistent with the Phase 2 monotherapy eligibility criteria, and are continuing to identify the optimal combination dose. We expect to provide interim data on the Phase 2 monotherapy registrational portion of the PYNNACLE trial by mid-2025.

We expect our research and development expenses to increase substantially in absolute dollars in the future as we advance our product candidates into and through clinical trials and pursue regulatory approval of our product candidates. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our product candidates may be affected by a variety of factors including: the safety and efficacy of our product candidates, clinical data, investment in our clinical program, the ability of any future collaborators to successfully develop our licensed product candidates, competition, manufacturing capability, and commercial viability. We may never succeed in achieving regulatory approval for any of our product candidates. As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our research and development projects.

General and Administrative Expenses

General and administrative expenses include personnel costs, expenses for outside professional services and other allocated expenses. Personnel costs consist of salaries, bonuses, benefits, and stock-based compensation. Outside professional services consist of legal, accounting and audit services and other consulting fees. Allocated expenses consist of rent expense related to our office and research and development facilities. We also expect to increase our general and administrative

expenses as we advance our product candidates through preclinical research and development, manufacturing, clinical development, and commercialization.

Interest Income, Net

Interest income, net primarily consists of interest income from our interest-bearing cash, cash equivalents and marketable securities and interest costs related to accretion and amortization of discounts and premiums on marketable securities.

Results of Operations

Comparison of the Three Months ended June 30, 2024 and 2023.

The following table summarizes our results of operations (in thousands):

		Three Months Ended June 30,
Statement of operations data:		2024 (Unaudited)			2023 (Unaudited)			Change
Operating expenses:
Research and development		$	14,628			$	13,843			$	785
General and administrative			5,542				6,279				(737	)
Total operating expenses			20,170				20,122				48
Loss from operations			(20,170	)			(20,122	)			(48	)
Other income (expense):
Interest income, net			2,801				2,696				105
Other (expense) income, net			(17	)			(6	)			(11	)
Total other income			2,784				2,690				94
Loss before provision for income taxes			(17,386	)			(17,432	)			46
(Benefit) provision income taxes			(16,173	)			4				(16,177	)
Net loss		$	(1,213	)		$	(17,436	)		$	16,223

Research and Development Expenses

The following table summarizes our research and development expenses incurred during the periods indicated (in thousands):

		Three Months Ended June 30,
Statement of operations data:		2024 (Unaudited)			2023 (Unaudited)			Change
Research		$	1,549			$	1,909			$	(360	)
Development		$	8,740				7,450				1,290
Personnel related		$	3,078				3,109				(31	)
Stock-based compensation		$	1,261				1,375				(114	)
Total		$	14,628			$	13,843			$	785

Research and development expenses were $14.6 million for the three months ended June 30, 2024, compared to $13.8 million for the three months ended June 30, 2023. The increase of $0.8 million, compared to the three months ended June 30, 2023, was primarily due to the following:

General and Administrative Expenses

General and administrative expenses were $5.5 million for the three months ended June 30, 2024, compared to $6.3 million for the three months ended June 30, 2023. The decrease of $0.8 million, compared to the three months ended June 30, 2023, was primarily due to following:

Interest Income, Net

Interest income, net primarily consists of interest income from our interest-bearing cash, cash equivalents and marketable securities and interest costs related to accretion and amortization of discounts and premiums on marketable securities. Interest income, net was $2.8 million for the three months ended June 30, 2024. The increase of $0.1 million compared to the three months ended June 30, 2023, is driven by increased interest rates from cash and investments in marketable securities and U.S treasuries during the three months ended June 30, 2024.

Income Tax Benefit

As of June 30, 2024, the Company received $16,176 of cash for the NOL and R&D tax credit sales related to the tax years ended December 31, 2015 to 2020. The sale of the NOLs and R&D tax credits have been recorded as an income tax benefit within the condensed consolidated statement of operations.

Comparison of the Six Months ended June 30, 2024 and 2023.

The following table summarizes our results of operations (in thousands):

		Six Months Ended June 30,
Statement of operations data:		2024 (Unaudited)			2023 (Unaudited)			Change
Operating expenses:
Research and development		$	27,813			$	28,916			$	(1,103	)
General and administrative			10,578				12,686				(2,108	)
Total operating expenses			38,391				41,602				(3,211	)
Loss from operations			(38,391	)			(41,602	)			3,211
Other income (expense):
Interest income, net			5,753				5,022				731
Other income, net			(18	)			20				(38	)
Total other income			5,735				5,042				693
Loss before provision for income taxes			(32,656	)			(36,560	)			3,904
Income taxes			(16,173	)			4				(16,177	)
Net loss		$	(16,483	)		$	(36,564	)		$	20,081

Research and Development Expenses

The following table summarizes our research and development expenses incurred during the periods indicated (in thousands):

		Six Months Ended June 30,
Statement of operations data:		2024 (Unaudited)			2023 (Unaudited)			Change
Research		$	2,627			$	3,446			$	(819	)
Development			15,528				16,288				(760	)
Personnel related			7,422				6,543				879
Stock-based compensation			2,236				2,639				(403	)
Total		$	27,813			$	28,916			$	(1,103	)

Research and development expenses were $27.8 million for the six months ended June 30, 2024, compared to $28.9 million for the six months ended June 30, 2023. The decrease of $1.1 million, compared to the six months ended June 30, 2023, was primarily due to the following:

General and Administrative Expenses

General and administrative expenses were $10.6 million for the six months ended June 30, 2024, compared to $12.7 million for the six months ended June 30, 2023. The decrease of $2.1 million, compared to the six months ended June 30, 2023, was primarily due to following:

Interest Income, Net

Interest income, net primarily consists of interest income from our interest-bearing cash, cash equivalents and marketable securities and interest costs related to accretion and amortization of discounts and premiums on marketable securities. Interest income, net was $5.8 million for the six months ended June 30, 2024. The increase of $0.7 million compared to the six months ended June 30, 2023, is driven by increased interest rates from cash and investments in marketable securities and U.S treasuries during the six months ended June 30, 2024.

Liquidity and Capital Resources

Our financial condition is summarized as follows (in thousands):

		As of June 30,			As of December 31,
		2024			2023			Change
Financial assets:
Cash and cash equivalents		$	48,526			$	37,706			$	10,820
Marketable securities - current			164,393				165,351				(958	)
Marketable securities - noncurrent			-				25,505				(25,505	)
Total financial assets		$	212,919			$	228,562			$	(15,643	)
Working capital:
Current assets		$	218,789			$	207,409			$	11,380
Current liabilities			(11,385	)			(14,029	)			2,644
Total working capital		$	207,404			$	193,380			$	14,024

Sources of Liquidity

Since our inception, we have not generated any revenue from any product sales or any other sources and have incurred significant operating losses and negative cash flows from our operations. We have not yet commercialized any of our product

candidates and we do not expect to generate revenue from sales of any product candidates for several years, if at all. As of June 30, 2024, we had cash, cash equivalents, and marketable securities of $212.9 million and an accumulated deficit of $326.5 million.

We have a shelf registration statement on Form S-3 on file with the SEC, which registers the offering, issuance, and sale of up to $200 million of various equity and debt securities and up to $150 million of common stock pursuant to our at-the-market equity offering program, dated October 4, 2021, or the ATM Program. During the three and six months ended June 30, 2024, the Company did not sell any shares of its common stock under the ATM Program. As of June 30, 2024, we have approximately $113.8 million remaining in gross proceeds available for future issuances of common stock under the ATM Program.

Contractual Obligations and Commitments

We enter into contracts in the normal course of business with CROs and other vendors to assist in the performance of our research and development activities and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore are cancelable contracts and not included in the table of contractual obligations and commitments.

In January 2021, we signed a lease for 50,581 square feet of office and laboratory space at One Research Way in Princeton, New Jersey. That lease term extends through 2032 and has a five-year extension option. Amounts related to future lease payments as of June 30, 2024, totaled $14.3 million, with $1.8 million to be paid within the next 12 months.

Plan of Operation and Future Funding Requirements

We use our capital resources primarily to fund operating expenses, mainly research and development expenditures. On January 18, 2024, we announced a restructuring plan involving the reduction of our workforce by approximately 30% of our employees. Substantially all of the costs under the restructuring plan were incurred during the six months ended June 30, 2024. The remaining expected costs are not expected to be material and will be complete by September 30, 2024. As announced, we are taking these steps in order to streamline operations, reduce costs and preserve capital as we advance our lead candidate, PC14586, into late-stage development. At this time, due to the inherently unpredictable nature of preclinical and clinical development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval and commercialize our current product candidates or any future product candidates, if at all. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast which product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

Due to our significant research and development expenditures, we have generated substantial operating losses in each period since inception. We have incurred an accumulated deficit of $326.5 million through June 30, 2024. We expect to incur substantial additional losses in the future as we expand our research and development activities. For the six months ended June 30, 2024 and 2023, our cash operating expenditures were $17.8 million and $27.9 million, respectively. Based on our research and development plans, we expect that our cash, cash equivalents and marketable securities as of June 30, 2024 will be sufficient to fund our operations to the end of 2026.

We have based this estimate on assumptions that may prove to be wrong, however, and we could use our capital resources sooner than we expect.

The timing and amount of our operating expenditures will depend largely on:

Until such time, if ever, as we can generate substantial revenue from product sales, we expect to fund our operations and capital funding needs through equity and/or debt financing. We may also consider entering into collaboration arrangements or selectively partnering for clinical development and commercialization. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations or our ability to incur additional indebtedness or pay dividends, among other items. If we raise additional funds through governmental funding, collaborations, strategic partnerships and alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are not able to secure adequate additional funding, we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially and adversely affect our business, financial condition, results of operations and prospects.

Cash Flows

The following table summarizes our cash flows for the period indicated (in thousands):

		Six Months Ended June 30,
		2024 (Unaudited)			2023 (Unaudited)
Cash used in operating activities		$	(17,782	)		$	(27,913	)
Cash provided by (used in) investing activities			28,489				(14,318	)
Cash provided by financing activities			141				2,143
Impact of exchange rates on cash, cash equivalents, and restricted cash			(28	)			-
Net increase (decrease) in cash and cash equivalents		$	10,820			$	(40,088	)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024, was $17.8 million, which consisted primarily of net loss of $16.5 million partially offset by non-cash charges of $2.9 million. Changes in our net operating assets decreased operating cash by $4.2 million. The non-cash charges primarily consisted of stock-based compensation of $5.4 million, accretion of discounts on marketable securities of $3.0 million, depreciation of $0.7 million, and non-cash lease income of $0.2 million. The change in our net operating assets and liabilities was primarily due to an increase in prepaid expenses and other assets, and a decrease in outstanding payables and accrued expenses.

Net cash used in operating activities for the six months ended June 30, 2023, was $27.9 million, which consisted primarily of net loss of $36.6 million partially offset by non-cash charges of $4.8 million. Changes in our net operating assets increased operating cash by $3.9 million. The non-cash charges primarily consisted of stock-based compensation of $6.1 million, accretion of premiums on marketable securities of $1.7 million, depreciation of $0.5 million, and non-cash lease income of $0.2 million. The change in our net operating assets and liabilities was primarily due to a decrease in prepaid expenses and other assets, and an increase in outstanding payables and accrued expenses.

Investing Activities

Our investing activities provided $28.5 million of cash during the six months ended June 30, 2024, which consisted primarily of maturities of marketable securities of $100.5 million, partially offset by purchases of marketable securities of $71.4 million, along with purchase of property and equipment of $0.6 million.

Our investing activities used $14.3 million of cash during the six months ended June 30, 2023, which consisted primarily of purchases of marketable securities of $129.6 million, along with purchase of property and equipment of $0.7 million, partially offset by maturities of marketable securities of $116.0 million.

Financing Activities

Our financing activities provided $0.1 million of cash during the six months ended June 30, 2024. This consisted of $0.1 million of proceeds from the exercise of stock options.

Our financing activities provided $2.1 million of cash during the six months ended June 30, 2023. This consisted of $2.0 million of common stock issued under the ATM Program, net of issuance costs, and $0.1 million of proceeds from the exercise of stock options.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

We believe that the accounting policies described below involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. During the six-month period ended June 30, 2024, there were no material changes to our critical accounting policies from those described in our audited condensed consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024, except as noted below.

Research and Development Costs, Accrued Research and Development Costs and Related Prepaid Expenses

Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including sourcing of raw materials and manufacturing of our product candidates, allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development advance payments are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or services are performed.

As part of the process of preparing our condensed consolidated financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual costs. The majority of our service providers invoice us in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advance payments. We make estimates of our accrued expenses as of each balance sheet date in the condensed consolidated financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of the estimates with the service providers and make adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to:

We base our expenses related to preclinical studies and clinical trials on our estimates of the services received and efforts expended pursuant to quotes and contracts with multiple research institutions and CROs that supply, conduct and manage preclinical studies and clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we adjust the accrual or the prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to our prior estimates of accrued research and development expenses.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2 of the notes to our unaudited condensed consolidated financial statements for the six months ended June 30, 2024 included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rate risks.

We had cash, cash equivalents, and marketable securities of $212.9 million and restricted cash of $0.8 million as of June 30, 2024. The Company's cash equivalents consist of interest-bearing U.S. treasury securities, money market funds, and corporate debt securities. Our exposure due to changes in interest rates is not material due to the nature and amount of our money-market funds and marketable securities.

We are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we may contract with foreign vendors that are located outside the United States in the future. This may subject us to fluctuations in foreign currency exchange rates in the future.

Item 4. Controlsand Procedures.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHERINFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any litigation or legal proceedings that, in management's opinion, are likely to have any material adverse effect on the Company.

Item 1A. Risk Factors.

There have been no material changes to the Company's risk factors as set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 9, 2024. You should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 9, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities

None.

(b) Use of Proceeds

Our registration statement on Form S-1 (File No. 333-248627) relating to the IPO was declared effective by the SEC. The IPO closed on September 25, 2020 at which time we sold 13,529,750 shares of common stock (including the exercise in full by the underwriters of their option to purchase an additional 1,764,750 shares of common stock) at a public offering price of $18.00 per share. We received net proceeds from the IPO of approximately $223.2 million, after deducting the underwriting discounts and commissions of approximately $17.0 million and estimated offering related expenses of approximately $3.3 million. No offering expenses were paid or payable, directly, or indirectly, to our directors, officers, or persons owning 10% or more of any class of equity securities or to our affiliates. Goldman Sachs & Co. LLC, BofA Securities, Cowen, and Evercore ISI acted as joint book-running managers for the offering.

There has been no material change in the planned use of proceeds from the IPO from that described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on September 24, 2020.

We have a shelf registration statement on Form S-3 (File No. 333-260012), which was declared effective by the SEC on April 28, 2022. The shelf registration statement consists of (i) a base prospectus pursuant to which we may offer and sell, from time to time, up to $200 million of shares of our common stock, shares of our preferred stock, various series of debt securities and warrants to purchase any of such securities in one or more registered offerings, and (ii) a prospectus supplement pursuant to which we may offer and sell, from time to time, up to $150 million of shares of common stock in "at-the-market" offerings. During the three and six months ended June 30, 2024, the Company did not sell any shares of its common stock under the ATM Program. As of June 30, 2024, we have approximately $113.8 million remaining in gross proceeds available for future issuances of common stock under the ATM Program. There has been no material change in the planned use of proceeds as described in the shelf registration statement. None of the offering expenses were paid or payable, directly, or indirectly, to our directors, officers, or persons owning 10% or more of any class of equity securities or to our affiliates.

(c) Issuer Purchases of Equity Securities.

None.

Item 3. Defaults UponSenior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(c) On June 5, 2024, Michael Carulli, our Chief Financial Officer, terminated a trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the sale of shares of the Company's common stock. Mr. Carulli's 10b5-1 trading plan, previously adoptedon September 13, 2023, provided for the sale from time to time of a maximum of 13,500shares of the Company's common stock pursuant to the terms of the plan. If Mr. Carulli's Rule 10b5-1 trading plan had not been terminated, it would have expired on December 31, 2024, or earlier of all transactions under the trading arrangement were completed. The trading arrangement was terminated during an open trading window in accordance with the Company's policies regarding transactions in the Company's securities and is intended to satisfy the affirmative defense in Rule 10b5-1(c).

Item 6. Exhibits.

Exhibit Number		Description	Form	File No.	Number	Filing Date
3.1		Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-39539	3.1	September 29, 2020
3.2		Amended and Restated Bylaws of the Registrant	10-Q	001-39539	3.2	May 10, 2023
31.1+		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+†		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+†		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

+ Filed herewith.

SIGNATURES

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 thereunto duly authorized.

		PMV Pharmaceuticals, Inc.
Date: August 8, 2024		By:	/s/ David H. Mack
			David H. Mack, Ph.D.
			President, Chief Executive Officer, and Director
			(Principal Executive Officer)
		PMV Pharmaceuticals, Inc.
Date: August 8, 2024		By:	/s/ Michael Carulli
			Michael Carulli
			Chief Financial Officer
			(Principal Financial and Principal Accounting Officer)