JNCE - Jounce Therapeutics, Inc.
Form 424B4 Period: JAN.27.17 Date Filed: JAN.27.17
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  Form 424B4 (Entire Filing)

Filing Body

Page 1: 6,365,000 Shares

Page 2: Table of contents

Page 3: Prospectus summary

Page 4: Identifying potential predictive biomarkers to prioritize indications and match the right therapy to

Page 5: Immuno-oncology background

Page 6: Challenges in immuno-oncology

Page 7: Jounce's Translational Science Platform

Page 8: Lead program JTX-2011: an anti-ICOS monoclonal antibody

Page 9: JTX-4014: An anti-PD-1 antibody for combination therapy

Page 10: Addressing the unmet medical needs of cancer patients with tumors unresponsive to T effector cell-di

Page 11: Implications of being an emerging growth company

Page 12: Company and other information

Page 13: The offering

Page 14: N/A

Page 15: Summary financial data

Page 16: N/A

Page 17: Risk factors

Page 18: We rely on our Translational Science Platform to identify and develop product candidates. Our compet

Page 19: Clinical product development involves a lengthy and expensive process, with an uncertain outcome. We

Page 20: N/A

Page 21: If we encounter difficulties enrolling patients in our clinical trials, our clinical development act

Page 22: We have only recently initiated our Phase I/II clinical trial of JTX-2011, and JTX-2011, JTX-4014 an

Page 23: We may seek a Breakthrough Therapy Designation by the FDA for JTX-2011, JTX-4014 and any other futur

Page 24: We may seek a Fast Track Designation by the FDA for JTX-2011, JTX-4014 or any other future product c

Page 25: The marketing approval process is expensive, time consuming and uncertain and may prevent us or any

Page 26: Even if we complete the necessary clinical trials, we cannot predict when or if we will obtain marke

Page 27: Obtaining and maintaining marketing approval of JTX-2011, JTX-4014 or any other future product candi

Page 28: If we fail to develop additional product candidates, our commercial opportunity will be limited.

Page 29: Even if we receive marketing approval of JTX-2011, JTX-4014 or any other future product candidates,

Page 30: Even if JTX-2011, JTX-4014 and any other future product candidates receive marketing approval, they

Page 31: N/A

Page 32: N/A

Page 33: We may seek to establish additional collaborations, and, if we are not able to establish them on com

Page 34: The market opportunities for JTX-2011, JTX-4014 and any other products, if and when approved, may be

Page 35: We rely and will rely on third parties to conduct our clinical trials for JTX-2011, JTX-4014 and any

Page 36: We face significant competition and if our competitors develop and market products that are more eff

Page 37: N/A

Page 38: We may expend our limited resources to pursue a particular product candidate and fail to capitalize

Page 39: N/A

Page 40: Third-party manufacturers and any third-party collaborators may be unable to successfully scale-up m

Page 41: We expect to develop JTX-2011, JTX-4014 and potentially future product candidates in combination wit

Page 42: We may develop complementary diagnostics and/or companion diagnostics for JTX-2011, JTX-4014 and any

Page 43: If product liability lawsuits are brought against us, we may incur substantial liabilities and may b

Page 44: Even if we are able to commercialize any product candidates, such products may become subject to unf

Page 45: Governments outside the United States tend to impose strict price controls, which may adversely affe

Page 46: Our future relationships with customers and third-party payors in the United States and elsewhere ma

Page 47: N/A

Page 48: Risks related to our financial position and need for additional capital

Page 49: We have never generated any revenue from product sales and our ability to generate revenue from prod

Page 50: We will require substantial additional financing to achieve our goals, and a failure to obtain this

Page 51: Raising additional capital may cause dilution to our stockholders, including purchasers of common st

Page 52: N/A

Page 53: inter partes

Page 54: Third parties may initiate legal proceedings alleging that we are infringing their intellectual prop

Page 55: N/A

Page 56: Patent terms may be inadequate to protect our competitive position on our products for an adequate a

Page 57: We may not be able to protect our intellectual property and proprietary rights throughout the world.

Page 58: Obtaining and maintaining patent protection depends on compliance with various procedural, document

Page 59: Changes to the patent law in the United States and other jurisdictions could diminish the value of p

Page 60: We may become involved in lawsuits to protect or enforce our intellectual property, which could be e

Page 61: We may be subject to damages resulting from claims that we or our employees have wrongfully used or

Page 62: Risks related to employee matters, managing our growth and other risks related to our business

Page 63: We are highly dependent on our key personnel, and if we are not successful in attracting, motivating

Page 64: If we fail to comply with environmental, health and safety laws and regulations, we could become sub

Page 65: Our employees, independent contractors, vendors, principal investigators, CROs and consultants may e

Page 66: Unstable market and economic conditions may have serious adverse consequences on our business, finan

Page 67: The price of our common stock may be volatile and fluctuate substantially, which could result in sub

Page 68: We do not intend to pay dividends on our common stock so any returns will be limited to the value of

Page 69: Our executive officers, directors, principal stockholders and their affiliates will continue to exer

Page 70: Sales of a substantial number of shares of our common stock in the public market could cause our sto

Page 71: Our operating results may fluctuate significantly, which makes our future operating results difficul

Page 72: N/A

Page 73: If securities analysts do not publish research or reports about our business or if they publish nega

Page 74: Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum

Page 75: Special note regarding forward-looking statements and market data

Page 76: N/A

Page 77: Use of proceeds

Page 78: Dividend policy

Page 79: Capitalization

Page 80: N/A

Page 81: Dilution

Page 82: N/A

Page 83: Selected financial data

Page 84: N/A

Page 85: Management's discussion and analysis of financial condition and results of operations

Page 86: N/A

Page 87: N/A

Page 88: Critical accounting policies and significant judgments and estimates

Page 89: Allocation of arrangement considerations

Page 90: Recognition of milestones and royalties

Page 91: Fair value measurements tranche rights

Page 92: Share-Based Payment,

Page 93: N/A

Page 94: Determination of fair value of common stock on grant dates

Page 95: Common stock valuation methods

Page 96: PWERM

Page 97: N/A

Page 98: General and administrative

Page 99: Results of operations

Page 100: General and administrative

Page 101: Research and development

Page 102: Liquidity and capital resources

Page 103: N/A

Page 104: Historical cash flows

Page 105: Off-balance sheet arrangements

Page 106: Business

Page 107: Identifying potential predictive biomarkers to prioritize indications and match the right therapy to

Page 108: N/A

Page 109: Immuno-oncology background

Page 110: N/A

Page 111: Challenges in immuno-oncology

Page 112: in vivo

Page 113: Our strategy

Page 114: Building the leading fully integrated discovery-to-commercial immuno-oncology company by delivering

Page 115: Strategic alliance with Celgene

Page 116: Governance.

Page 117: Profit sharing, cost sharing and commercialization rights for products.

Page 118: Our product pipeline

Page 119: Clinical study design

Page 120: Combination setting (Parts B and D):

Page 121: in vitro

Page 122: Figure 2A: Distribution of ICOS expression across multiple human tumor indications

Page 123: Preclinical safety studies

Page 124: Figure 3: Mouse JTX-2011 anti-tumor activity as a single agent in tumor models

Page 125: Figure 4: Anti-ICOS tumor reduction and long-term immunity in mice

Page 126: Figure 5: Greater anti-tumor activity with the combination of anti-ICOS plus anti-PD-1 antibody

Page 127: Targeting the adaptive immune system: A proven approach benefiting a subset of patients

Page 128: Figure 6: Characterization of human tumors by immune profile

Page 129: Figure 7: Survival outcome in melanoma patients associated with types of immune cell within tumors

Page 130: Figure 8: Use of translational science platform to identify potential targets capable of converting

Page 131: Manufacturing

Page 132: Intellectual property

Page 133: N/A

Page 134: Exclusive License Agreement with Sloan Kettering Institute for Cancer Research, Memorial Sloan Kette

Page 135: Government regulation

Page 136: N/A

Page 137: Preclinical studies and IND

Page 138: in vitro

Page 139: Orphan drug designation

Page 140: Expedited development and review programs

Page 141: Pediatric information

Page 142: Companion diagnostics and complementary diagnostics

Page 143: N/A

Page 144: U.S. patent-term restoration and marketing exclusivity

Page 145: European Union drug development

Page 146: European Union drug review and approval

Page 147: European Union orphan designation and exclusivity

Page 148: N/A

Page 149: Employees

Page 150: Management

Page 151: Elizabeth G. Trehu, M.D.

Page 152: Barbara Duncan

Page 153: Robert Tepper, M.D.

Page 154: Director independence

Page 155: Board leadership structure and board's role in risk oversight

Page 156: Compensation committee

Page 157: Nominating and corporate governance committee

Page 158: Corporate governance

Page 159: Executive compensation

Page 160: Dr. Richard Murray

Page 161: Dr. Elizabeth G. Trehu

Page 162: Outstanding equity awards at 2016 fiscal year-end

Page 163: Employee benefit and equity compensation plans

Page 164: N/A

Page 165: 2013 Stock option and grant plan

Page 166: 2017 Employee stock purchase plan

Page 167: Senior executive incentive bonus plan

Page 168: Director compensation

Page 169: Non-employee director compensation policy

Page 170: Certain relationships and related party transactions

Page 171: Indemnification agreements

Page 172: Principal stockholders

Page 173: N/A

Page 174: N/A

Page 175: Description of capital stock

Page 176: Registration rights

Page 177: Indemnification

Page 178: Advance notice requirements

Page 179: Section 203 of the Delaware General Corporation Law

Page 180: Exchange listing

Page 181: Shares eligible for future sale

Page 182: Lock-up agreements

Page 183: Certain material U.S. federal income and estate tax considerations to non-U.S. holders

Page 184: PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THEIR PARTICULAR U.S. F

Page 185: U.S. federal estate tax

Page 186: Foreign Account Tax Compliance Act

Page 187: Underwriting

Page 188: N/A

Page 189: N/A

Page 190: N/A

Page 191: N/A

Page 192: Directed share program

Page 193: European economic area

Page 194: Hong Kong

Page 195: Other relationships

Page 196: Index to consolidated financial statements

Page 197: Report of independent registered public accounting firm

Page 198: Jounce Therapeutics, Inc.

Page 199: Jounce Therapeutics, Inc.

Page 200: Jounce Therapeutics, Inc.

Page 201: Jounce Therapeutics, Inc.

Page 202: Jounce Therapeutics, Inc.

Page 203: Notes to consolidated financial statements

Page 204: Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issu

Page 205: Revenue recognition

Page 206: Allocation of arrangement considerations

Page 207: Recognition of milestones and royalties

Page 208: Cash equivalents

Page 209: Impairment of long-lived assets

Page 210: Income taxes

Page 211: Pro forma net loss per share

Page 212: Concentrations of credit risk and off-balance sheet risk

Page 213: New accounting pronouncements

Page 214: 3. Celgene Collaboration Agreement

Page 215: Milestones and royalties

Page 216: Termination

Page 217: N/A

Page 218: 4. Fair value measurements

Page 219: N/A

Page 220: 5. Marketable securities

Page 221: 6. Prepaid expenses and other current assets

Page 222: 9. Convertible preferred stock

Page 223: N/A

Page 224: Series A preferred stock extinguishment

Page 225: Dividends

Page 226: 10. Stockholder's deficit

Page 227: Founder awards

Page 228: Stock-based compensation expense

Page 229: Restricted stock

Page 230: Stock options

Page 231: 12. Commitments and contingencies

Page 232: License and other collaboration agreements

Page 233: 14. Income taxes

Page 234: Balance Sheet Classification of Deferred

Page 235: 16. Subsequent events

Page 236: 6,365,000 Shares

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