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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2022

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

For the transition period from to



Commission file number: 001-39630

MOONLAKE IMMUNOTHERAPEUTICS
(Exact Name of Registrant as Specified in Its Charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
Dorfstrasse 29
6300 Zug
SwitzerlandN/A
(Address of principal executive offices)(ZIP Code)

41 415108022
(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A ordinary share, par value $0.0001 per share 
MLTX
 
The Nasdaq Stock Market LLC

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, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     ☐                    Accelerated filer        ☐
Non-accelerated filer        ☒                    Smaller reporting company    
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

As of August 12, 2022, there were 36,925,639 Class A Ordinary Shares, $0.0001 par value, and 15,775,472 Class C Ordinary Shares, $0.0001 par value, issued and outstanding.

MOONLAKE IMMUNOTHERAPEUTICS


FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS
















1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

MOONLAKE IMMUNOTHERAPEUTICS
s
s

CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in USD, except share data)

June 30, 2022 (Unaudited)December 31, 2021
Current assets
Cash$92,707,931$8,038,845
Other receivables557,048148,774
Prepaid expenses5,112,7021,449,096
Total current assets98,377,6819,636,715
Non-current assets
Property and equipment, net55,97145,739
Total non-current assets55,97145,739
Total assets$98,433,652 $9,682,454
Current liabilities
Trade and other payables$791,061 $1,569,290 
Short-term loans15,000,000
Accrued expenses and other current liabilities3,065,9514,518,311
Total current liabilities3,857,01221,087,601
Non-current liabilities
Pension liability18,588239,860
Total non-current liabilities18,588239,860
Total liabilities3,875,60021,327,461
Commitments and contingencies (Note 13)
Equity (deficit)
Series A Preferred Shares, CHF 0.10 par value; 22,880,908 authorized; 22,880,908 shares issued and outstanding as of December 31, 2021 (liquidation preference of $33.4 million);
72,466
Common Shares, CHF 0.10 par value; 13,119,092 authorized; 12,161,331 shares issued and 10,218,495 shares outstanding as of December 31, 2021
38,537
Treasury Shares, 1,942,837 as of December 31, 2021
(6,202)
Class A Ordinary Shares: $0.0001 par value; 500,000,000 shares authorized; 36,925,639 shares issued and outstanding as of June 30, 2022
3,693
Class C Ordinary Shares: $0.0001 par value; 100,000,000 shares authorized; 15,775,472 shares issued and outstanding as of June 30, 2022
1,578
Additional paid-in capital122,053,55842,061,984
Accumulated deficit(58,677,824)(53,643,615)
Accumulated other comprehensive income (loss)133,723(168,177)
Total shareholders' equity (deficit) 63,514,728(11,645,007)
Noncontrolling interests31,043,324
Total equity (deficit)94,558,052(11,645,007)
Total liabilities and equity (deficit)

$98,433,652$9,682,454


The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
2

MOONLAKE IMMUNOTHERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in USD, except share and per share data)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
20222021 (As restated)12022
2021 (As restated)1
Operating expenses
Research and development$(11,400,541)$(29,867,218)$(21,655,404)$(29,867,218)
General and administrative(6,251,636)(2,814,781)(11,939,088)(3,165,236)
Total operating expenses(17,652,177)(32,681,999)(33,594,492)(33,032,454)
Operating loss(17,652,177)(32,681,999)(33,594,492)(33,032,454)

Other income (expense), net245,130(3,780)314,635(4,998)
Loss before income tax(17,407,047)(32,685,779)(33,279,857)(33,037,452)



Income tax expense(9,282)(16,614)
Net loss$(17,416,329)$(32,685,779)$(33,296,471)$(33,037,452)
Of which: net loss attributable to controlling interests shareholders(12,120,719)(32,685,779)(22,754,974)(33,037,452)
Of which: net loss attributable to noncontrolling interests shareholders(5,295,610)(10,541,497)



Actuarial income (loss) on employee benefit plans101,597(1,000)367,866(1,000)
Other comprehensive income (loss)101,597(1,000)367,866(1,000)
Comprehensive loss$(17,314,732)$(32,686,779)$(32,928,605)$(33,038,452)
Comprehensive loss attributable to controlling interests shareholders(12,052,683)(32,686,779)(22,508,629)(33,038,452)
Comprehensive loss attributable to noncontrolling interests(5,262,049)(10,419,976)



Weighted-average number of Class A Ordinary Shares, basic and diluted235,201,71320,191,072
Basic and diluted net loss per share attributable to controlling interests shareholders$(0.34)$$(1.13)$
Weighted-average number of Common Shares, basic and diluted2
11,278,99115,632,208
Basic and diluted net loss per Common Share$$(2.90)$$(2.11)


The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.    
1 For additional details, refer to Note 3 - Basis of Presentation and Significant Accounting Policies - Restatement of Consolidated Financial Statements as of and for the three
and six months ended June 30, 2021
.

2 As a result of the Business Combination, the Company has retroactively restated the weighted average number of shares outstanding prior to April 5, 2022 to give effect to
the Exchange Ratio.
3

MOONLAKE IMMUNOTHERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in USD, except share data)
(Unaudited)
MoonLake AG Series A Preferred SharesMoonLake AG Common SharesMoonLake AG Common Shares Held In TreasuryClass A Ordinary SharesClass C Ordinary SharesAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Shareholders' Equity (Deficit) Noncontrolling InterestsTotal Equity (Deficit)
SharesAmountSharesAmountSharesAmountSharesAmountSharesAmount
Balance at March 10, 2021 (As previously reported)— $— 1,000,000 $106,508 — $— — $— — $— $— $— $— $106,508 $ $106,508 
Retroactive application of the recapitalization due to the Business Combination (Note 2)— — 32,638,698 — — — — — — — — — —    
Balance at March 10, 2021, effect of Business Combination (Note 2) $ 33,638,698 $106,508  $  $  $ $ $ $ $106,508 $ $106,508 
Net loss for the period from March 10, 2021 to March 31, 2021— — — — — — — — — — — (351,673)— (351,673) (351,673)
Balance at March 31, 2021, effect of Business Combination (Note 2) $ 33,638,698 $106,508  $  $  $ $ $(351,673)$ $(245,165)$ $(245,165)
Share-based compensation expense through transfer of existing Common shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred shares
3,330,231 10,544 (3,330,231)(10,544)— — — — — — 4,851,000 — — 4,851,000  4,851,000 
Share based compensation granted under the equity incentive plans ESPP, ESOP, and Restricted Founders Shares— — — — — — — — — — 1,250,365 — — 1,250,365  1,250,365 
Transfer of existing Common shares (19,207,697) to new shareholders, concurrent capital contribution by new shareholders net of share issuance cost of $279,364, and conversion of transferred shares into Series A Preferred shares
19,207,697 60,816 (19,207,697)(60,816)— — — — — — 27,659,237 — — 27,659,237  27,659,237 
Net loss for the three months ended June 30, 2021— — — — — — — — — — — (32,685,779)— (32,685,779) (32,685,779)
Other comprehensive loss— — — — — — — — — — — — (1,000)(1,000) (1,000)
Balance at June 30, 2021, effect of Business Combination (Note 2)22,537,928 $71,360 11,100,770 $35,148  $  $  $ $33,760,602 $(33,037,452)$(1,000)$828,658 $ $828,658 


The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4

MOONLAKE IMMUNOTHERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in USD, except share data)
(Unaudited)
MoonLake AG Series A Preferred SharesMoonLake AG Common SharesMoonLake AG Common Shares Held In TreasuryClass A Ordinary SharesClass C Ordinary SharesAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Shareholders' Equity (Deficit) Noncontrolling InterestsTotal Equity (Deficit)
SharesAmountSharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2021 (As previously reported)680,196 $72,466 361,528 $38,537 (57,756)$(6,202)— $— — $— $42,061,984 $(53,643,615)$(168,177)$(11,645,007)$ $(11,645,007)
Retroactive application of the recapitalization due to the Business Combination (Note 2)22,200,712 11,799,803 (1,885,081)— — — — — — —    
Balance at December 31, 2021, effect of Business Combination (Note 2)22,880,908 $72,466 12,161,331 $38,537 (1,942,837)$(6,202) $  $ $42,061,984 $(53,643,615)$(168,177)$(11,645,007)$ $(11,645,007)
Share-based compensation granted under the equity incentive plan ESPP, and reverse vesting of Restricted Founder Shares— — — — 1,177,354 3,791 — — — — 1,988,871 — — 1,992,662  1,992,662 
Net loss for the three months ended March 31, 2022— — — — — — — — — — — (15,880,142)— (15,880,142) (15,880,142)
Other comprehensive income— — — — — — — — — — — — 266,269 266,269  266,269 
Balance at March 31, 2022, effect of Business Combination (Note 2)22,880,908 $72,466 12,161,331 $38,537 (765,483)$(2,411) $  $ $44,050,855 $(69,523,757)$98,092 $(25,266,218)$ $(25,266,218)
Noncontrolling interests recognized on historical net assets of MoonLake AG in connection with the Business Combination— (23,939)— (12,730)— 797 — — — — (14,551,870)22,966,652 (32,404)8,346,506 (8,346,506) 
Conversion of MoonLake AG shares into Class A Ordinary Shares and issuance of Class C Ordinary shares following the Business Combination(22,880,908)(48,527)(12,161,331)(25,807)765,483 1,614 18,501,284 1,850 15,775,472 1,578 70,870 — — 1,578  1,578 
Issuance of Class A Ordinary Shares upon Business Combination— — — — — — 18,424,355 1,843 — — 90,782,089 — — 90,783,932 43,869,269 134,653,201 
Share-based compensation granted under the equity incentive plan ESPP, ESOP, reverse vesting of Restricted Founder Shares and 2022 MoonLake Immunotherapeutics Equity Incentive Plan— — — — — — — — — — 1,701,614 — — 1,701,614 782,609 2,484,223 
Net loss for the three months ended June 30, 2022— — — — — — — — — — — (12,120,719)— (12,120,719)(5,295,610)(17,416,329)
Other comprehensive income— — — — — — — — — — — — 68,035 68,035 33,562 101,597 
At June 30, 2022 $  $  $ 36,925,639 $3,693 15,775,472 $1,578 $122,053,558 $(58,677,824)$133,723 $63,514,728 $31,043,324 $94,558,052 
The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
5

MOONLAKE IMMUNOTHERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in USD, except share and per share data)

(Unaudited)




Six Months Ended June 30, 2022Six Months Ended June 30, 2021 (As restated)3
Cash flow from operating activities
Net loss$(33,296,471)$(33,037,452)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation5,776213
Share-based payment4,473,0941,250,365
Share-based compensation for the in-licensing agreement4,851,000
Net periodic pension benefit cost for the qualified pension plan151,3804,645
Other non-cash items20,913
Changes in operating assets and liabilities:
Other receivables(408,274)(10,778)
Prepaid expenses(3,663,606)(45,318)
Trade and other payables(778,229)549,268
Accrued expenses and other current liabilities(1,450,930)733,484
Net cash flow used in operating activities(34,946,347)(25,704,573)
Cash flow from investing activities
Purchase of property and equipment(16,008)(20,683)
Net cash flow used in investing activities(16,008)(20,683)
Cash flow from financing activities
Issuance of shares at incorporation106,508
Issuance of Series A Preferred Shares, net27,659,237
Proceeds from Business Combination134,646,009
Contribution for Par Value of Class V Shares42,935
Repayment of Loan Liability(15,000,000)
Net cash flow provided by financing activities119,688,94427,765,745
Effect of movements in exchange rates on cash held(57,502)
Net change in cash84,669,0872,040,489
Cash, beginning of period8,038,845
Cash, end of period$92,707,932$2,040,489
Supplemental disclosure of non-cash investing information:
Property and equipment purchased but not paid$$2,580


The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.




3 For additional details, refer to Note 3 - Basis of Presentation and Significant Accounting Policies - Restatement of Consolidated Financial Statements as of and for the three and six months ended June 30, 2021.
6

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
s
Note 1 — Overview of the Company
Corporate Information
MoonLake Immunotherapeutics is a clinical-stage biotechnology company engaged in leveraging Nanobody® technology to develop next-level medicines for immunologic diseases, including inflammatory skin and joint diseases. MoonLake Immunotherapeutics focuses on developing its novel tri-specific Nanobody® Sonelokimab (“SLK”), an IL-17A and IL-17F inhibitor, in multiple inflammatory diseases in dermatology and rheumatology where the pathophysiology is known to be driven by IL-17A and IL-17F.
Unless the context otherwise requires, “MoonLake,” and the “Company” refer to the combined company following the Business Combination (as defined in Note 2 - Business Combination Agreement with Helix and Recapitalization), together with its subsidiaries.




Note 2 — Business Combination Agreement with Helix and Recapitalization

On April 5, 2022 (the “Closing Date”), MoonLake Immunotherapeutics, a Cayman Islands exempted company (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “Helix” and after the Closing Date, “MoonLake” or the “Company”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Business Combination Agreement dated October 4, 2021 (the “Business Combination Agreement”), by and among Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536 (“MoonLake AG”), the existing equity holders of MoonLake AG set forth on the signature pages to the Business Combination Agreement and the equityholders of MoonLake AG that executed joinders to the Business Combination Agreement (collectively, the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “Sponsor”), and the representative of the ML Parties (such transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”). Net proceeds from the Business Combination totaled $134.7 million, which included funds held in Helix’s trust account and the completion of a concurrent PIPE investment.
Pursuant to the Business Combination Agreement, approved by the boards of directors of each of MoonLake AG and Helix, (i) the Company changed its name from Helix Acquisition Corp. to MoonLake Immunotherapeutics, and (ii) MoonLake AG merged with and into MoonLake, with MoonLake AG as the surviving company in the Business Combination and, after giving effect to such Business Combination, MoonLake AG as a subsidiary of MoonLake.
The Business Combination Agreement provided for, among other things, the following transactions:
i.Two business days prior to the Closing Date, the ML Parties and MoonLake AG effectuated a restructuring of MoonLake AG’s share capital to, among other things, (x) convert the existing Series A preferred shares of MoonLake AG, par value of CHF 0.10 per share, into an equal number of MoonLake AG Common Shares such that the ML Parties held a single class of capital share of MoonLake AG immediately prior to the Closing and (y) approve a capital increase for the issuance of 4,006,736 Class V Voting Shares of MoonLake AG, par value CHF 0.01 per share, to Helix, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake AG Common Share (the “Restructuring”).
ii.At the Closing, 2,875,000 Class B ordinary shares of Helix, par value $0.0001 per share (the “Class B Ordinary Shares”), constituting all of the then-outstanding Class B Ordinary Shares, were automatically converted into Class A Ordinary Shares on a one-for-one basis.
iii.At the Closing, Helix amended and restated its existing memorandum and articles of association to, among other things, establish a share structure consisting of the Class A Ordinary Shares, which carry economic and voting rights, and Class C Ordinary Shares, which carry voting rights but no economic rights.
iv.On the Closing Date, Helix paid all unpaid transaction expenses and contributed $134.7 million to MoonLake AG, including $15.0 million loan repayment pursuant to a convertible loan agreement dated March 20, 2022, by and between MoonLake AG and Cormorant Asset Management LP (“Cormorant”), and assigned by Cormorant to Helix on March 31, 2022.
7

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
v.On the Closing Date, following the Restructuring, Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (collectively, the “BVF Shareholders”) assigned all of their MoonLake AG Common Shares to Helix and Helix issued to the BVF Shareholders 18,501,284 Class A Ordinary Shares.
vi.On the Closing Date, following the Restructuring, Helix issued 15,775,472 Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders). Please refer to Note 9 - Shareholders’ equity (deficit) for additional details on the exchange mechanism adopted.
Additionally, on the Closing Date, Helix issued to the PIPE Investors (as defined below in the section entitled “PIPE Financing”) an aggregate of 11,700,000 Class A Ordinary Shares.
As of the open of trading on April 6, 2022, the Class A Ordinary Shares, formerly those of Helix, began trading on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol “MLTX”.


PIPE Financing
On October 4, 2021, concurrently with the execution of the Business Combination Agreement, and subsequently on March 31, 2022 and April 4, 2022, Helix entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors (collectively, the “PIPE Investors,” which includes affiliates of the Sponsor and certain existing equityholders of MoonLake AG) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,700,000 Class A Ordinary Shares, 11,600,000 shares of which were issued at a price of $10.00 per share for gross proceeds of $116.0 million and 100,000 shares of which were issued to placement agents of the PIPE in satisfaction of an aggregate of $1.0 million of fees owed by Helix to such placement agents.

Summary of Net Proceeds
The following table summarizes the elements of the net proceeds from the Business Combination:
in thousands
Investments held in Trust Account$115,051
Less cash to cover redemptions of the Class A Ordinary Shares issued by Helix
prior to the Closing Date
(80,842)
Plus PIPE investment116,000
Less Helix transaction expense(15,520)
of which accrued expenses(5,798)
of which deferred IPO underwriting fee(4,025)
of which other transaction expenses(5,697)
Available Closing Date Cash$134,689




8

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Summary of Ordinary Shares Issued
The following table summarizes the number of Ordinary Shares outstanding immediately following the consummation of the Business Combination:
Helix Acquisition Corp. Ordinary Shares prior to the Business Combination14,805,000
Of which Class A Ordinary Shares (Helix management - IPO private placement shares)430,000
Of which Class A Ordinary Shares redeemable11,500,000
Of which Class B Ordinary Shares (Helix management - sponsor promote)2,875,000
Less redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date
(8,080,645)
Plus issuance of Helix Class A Ordinary Shares to PIPE Investors11,700,000
Plus issuance of Helix Class A Ordinary Shares to BVF Shareholders18,501,284
Total MoonLake Class A Ordinary Shares Outstanding at Closing
36,925,639
Plus issuance of Helix Class C Ordinary Shares to ML Parties (other than the BVF Shareholders)15,775,472
Total MoonLake Class A and Class C Ordinary Shares Outstanding at Closing52,701,111

Further information about the Business Combination can be found on Form S-1/A filed with the SEC on July 26, 2022, declared effective on August 2, 2022 and to the exhibits included therein, available at www.sec.gov.


Note 3 — Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiaries, MoonLake AG and MoonLake Immunotherapeutics Ltd., after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as set forth by the Financial Accounting Standards Board (“FASB”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB.
In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or any other period. The unaudited condensed consolidated financial information for the three and six months ended June 30, 2022 and 2021 have been prepared on the same basis as and should be read in conjunction with MoonLake AG’s audited financial statements and notes thereto for the year ended December 31, 2021 included in the final prospectus filed with the SEC pursuant to Rule 424(b)(3) on August 2, 2022.

Pursuant to ASC 805, for financial accounting and reporting purposes, MoonLake AG was deemed the accounting acquirer and Helix was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse
9

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
recapitalization. Accordingly, the Business Combination was treated as the equivalent of MoonLake AG issuing shares for the net assets of Helix, accompanied by a recapitalization. The net assets of Helix were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with MoonLake AG’s financial statements on the Closing Date.

In accordance with the Business Combination Agreement, the ML Parties received 33.638698 Ordinary Shares in the Company for every MoonLake AG Common Share or Series A Preferred Share (the “Exchange Ratio”). The BVF Shareholders received 18,501,284 Class A Ordinary Shares whereas the rest of the ML Parties (excluding the BVF Shareholders) received 15,775,472 Class C Ordinary Shares which can be converted into Class A Ordinary Shares at the discretion of the shareholder (refer to Note 9 — Shareholders’ equity (deficit) for further details on the classes of ordinary shares). The number of shares, and the number of shares within the net income (loss) per share held by the ML Parties in MoonLake AG prior to the Business Combination have been adjusted by the Exchange Ratio to reflect the equivalent number of ordinary shares in the Company (identified as “the equivalent of” throughout these condensed consolidated financial statements).

Certain MoonLake AG shareholders (ML Parties other than the BVF Shareholders), did not exchange their shares in MoonLake AG for Class A Ordinary Shares in the Company and therefore continue to hold an economic interest in MoonLake AG and Class C Ordinary Shares in the Company. The Company recognized a noncontrolling interest equal to the ML Parties’ (other than the BVF Shareholders) proportionate interest in the net assets of MoonLake AG.

All amounts are presented in U.S. Dollar (“$”), unless otherwise indicated. The term “Swiss franc” and “CHF” refer to the legal currency of Switzerland, and “€” refers to euros.

Restatement of Consolidated Financial Statements as of and for the Three and Six-months Ended June 30, 2021
On April 28, 2021, a shareholders' agreement between MoonLake AG, its Series A investors, and its co-founders imposed a reverse vesting condition on 90% of the total 110,000 Common Shares (the equivalent of 3,700,257 Class C Ordinary Shares) held by each of the three co-founders. Therefore, 99,000 Common Shares (the equivalent of 3,330,231 Class C Ordinary Shares) held by each of the co-founders were subject to these restrictions and considered unvested (the “Restricted Founder Shares”). The Restricted Founder Shares vest on the 28th of each month at a rate of 4.166% over a period of two years until April 28, 2023. If, before the end of the vesting period, the contractual relationship of the relevant co-founders is terminated, MoonLake AG in first priority, or any third party designated by it, and the other shareholders in second priority pro rata to their shareholdings, shall have an option to purchase all or a pro rata portion of the leaver shares that are unvested on the day the termination becomes effective at nominal value of CHF 0.10 per share. The Restricted Founder Shares are legally outstanding and continue to have voting and dividend rights.
Management had initially determined that the reverse vesting condition was necessary to induce the sale of the Series A Preferred Shares and did not contain a compensatory element. However, on December 13, 2021 a termination agreement was reached between one of the co-founders and MoonLake AG to terminate the co-founder's contractual relationship and, as a result, 57,756 Common Shares (the equivalent of 1,942,837 Class C Ordinary Shares) were purchased by MoonLake AG. Management concluded that this termination agreement was reflective of the intention of the parties and therefore the substance of the previous agreement. As a result, management concluded that its accounting for the Restricted Founder Shares should have instead reflected a service condition and should be accounted for as a share-based compensation arrangement.
Accounting for the Restricted Founder Shares as share-based compensation increased general and administrative expenses to reflect the recognition of the non-cash expense of the fair value of the Restricted Founder Shares at the grant date of April 28, 2021 over the two-year vesting period, and led to a corresponding increase in additional paid in capital. The previously unrecognized share-based compensation expense amounts to $1.3 million for three months ended June 30, 2021, and for the period from inception to June 30, 2021, causing an increase in net loss, general and administrative expenses and additional paid-in capital of the same amount in the respective periods. Net loss per share was previously $(53.49) ((1.59), assuming the retroactive adjustment of the EPS denominator by multiplying MoonLake AG Common Shares by the Exchange Ratio) for the three months ended June 30, 2021, and $(47.80) ((1.42), assuming the retroactive adjustment of the EPS denominator by multiplying MoonLake AG Common Shares by the Exchange Ratio) for the period from inception to June 30, 2021. The increase in net loss, and exclusion of unvested Restricted Founder Shares in the denominator leads to corrected values of $(97.48) ((2.90), assuming the equivalent number of shares by applying the Exchange Ratio) for the three months ended June 30, 2021, and $(71.09) ((2.11), assuming the
10

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
retroactive adjustment of the EPS denominator by multiplying MoonLake AG Common Shares by the Exchange Ratio) for the period from inception to June 30, 2021.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses. The significant judgments, estimates and assumptions relevant to the Company relate to:
determining whether the in-process research and development expenditure (“IPR&D”) has an alternative future use;
estimating the fair value of the portion of the aggregate purchase price relating to its own shares in connection with the acquisition of the in-license agreement;
determining assumptions used in determining the fair value of share-based compensation; and
estimating the recoverability of the deferred tax asset.

The Company bases its judgments and estimates on various factors and information, which may include, but are not limited to, the Company’s forecasts and future plans, current economic conditions and observable market-based transactions of its own shares, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operation may be affected.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a large financial institution which, at times, may exceed the CHF 100,000 deposit protection limit. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held.     
Fair Value Measurements
The Company follows the guidance included in ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
There are three levels of inputs to fair value measurements:
Level 1, meaning the use of quoted prices for identical instruments in active markets;
Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and
Level 3, meaning the use of unobservable inputs. Observable market data is used when available.
Transfers between Levels 1, 2 or 3 within the fair value hierarchy are recognized at the end of the reporting period when the respective transaction occurred.
11

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Cash, accounts payable and accrued liabilities approximate their fair values as of June 30, 2022 and December 31, 2021, due to their short-term nature. Pension plan assets fair value is determined based on Level 2 inputs.
Segment Information
The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a stand-alone basis for the purposes of allocating resources, and assessing financial performance.
Property and Equipment
Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of three to five years. As of June 30, 2022, property and equipment, net relates to IT and office equipment.
Research and Development Contract Costs and Accruals
Research and development expenses include employee payroll, consulting, contract research and contract manufacturing costs attributable to research and development activities and are expensed as incurred.
Upfront payments and milestone payments made for the licensing of technology are expensed as research and development expenses in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed.
The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.
Share-based Transaction
Goods or services received in a share-based payment transaction are measured using a fair value-based measure.
The Company measures and recognizes compensation expense for all share-based awards made to employees and directors based on estimated fair values. The fair value of employee share options is estimated on the date of grant using the Black-Scholes option pricing model. Share-based compensation expense is adjusted for forfeitures as they occur.
Foreign Currency
The functional currency of the Company and its subsidiaries is the U.S. dollar. Balances and transactions denominated in foreign currencies are converted as follows: monetary assets and liabilities are translated using exchange rates in effect at the balance sheet dates and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at the daily exchange rate on the respective accounting date.
Gains or losses from foreign currency translation are included in the consolidated statement of operations. The Company recognized foreign currency transaction gain of $340,553 for the six months ended June 30, 2022 (“the period ended June 30, 2022”), and a gain of $268,292 for the three months ended June 30, 2022. For the three and six months ended June 30, 2021, MoonLake AG recognized a foreign currency transaction loss of $3,493 and $4,690 respectively.
Income Taxes
The Company accounts for income taxes by using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation
12

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
Net Loss per Class A Ordinary Shares
Basic net loss per Class A Ordinary Share is calculated using the two-class method under which earnings are allocated to both Class A Ordinary Shares and participating securities. Basic net loss per share is calculated by dividing the net loss attributable to Class A Ordinary Shares by the weighted-average number of Class A Ordinary Shares outstanding for the period. The diluted net loss per Class A Ordinary Share is computed by dividing the net loss using the weighted-average number of Class A Ordinary Shares and, if dilutive, potential Class A Ordinary Shares outstanding during the period.
In periods in which the Company reports a net loss attributable to shareholders of Class A Ordinary Shares, diluted net loss per share attributable to shareholders of Class A Ordinary Shares is the same as basic net loss per share attributable to shareholders of Class A Ordinary Shares, since dilutive Class A Ordinary Shares are not assumed to be outstanding if their effect is anti-dilutive.

Acquisitions
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first assessing whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The Company acquired the Sonelokimab program (the "SLK Program") during the period ended December 31, 2021 and determined that substantially all of the fair value of the gross assets acquired related to IPR&D of SLK. Therefore, this transaction was accounted for as an asset acquisition.

IPR&D represents incomplete technologies that the Company acquires, which at the time of acquisition, are still under development and have no alternative future use. The fair value of such technologies is expensed upon acquisition. A technology is considered to have an alternative future use if it is probable that the Company will use the asset in its current, incomplete state as it existed at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. If a technology is determined to have an alternative future use, then the fair value of the program would be recorded as an asset on the balance sheet rather than expensed.
Contingent consideration payments (for example milestone payments due upon the occurrence of a specific event) in asset acquisitions are recognized when the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the cost in the asset acquired). Upon recognition of the contingent consideration payment, the amount is expensed if it relates to IPR&D or capitalized if it relates to a developed product which is generally considered to be when clinical trials have been completed and regulatory approval obtained.
Future royalty payments due on net sales will be recognized in cost of goods sold when net sales are recognized.
Pension Accounting
The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation – Retirement Benefits, which requires the recognition of the funded status of pension plans in the Company’s consolidated balance sheet. The liability in respect to defined benefit pension plans is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method. The projected benefit obligation as of June 30, 2022 represents the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date. Service costs for such pension plans, represented in the net periodic benefit cost, are included in the personnel expenses of the various functions where the employees are engaged. The other components of net benefit cost are included in the consolidated statement of operations separately from the service cost component, in “other income (expenses), net.” Plan assets are recorded at their fair value.
13

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Gains or losses arising from plan curtailments or settlements are accounted for at the time they occur. Any net pension asset is limited to the present value of the future economic benefits available to the Company in the form of refunds from the plan or expected reductions in future contributions to the plan. Actuarial gains and losses arising from differences between the actual and the expected return on plan assets are recognized in accumulated other comprehensive income (loss).
Recently Issued Accounting Pronouncements not yet Adopted
The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies.

In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has continued to account for the open-ended office lease agreement as an operating lease under the guidance prior to ASU 2016-02 through the consolidated statement of operations for the period ended December 31, 2021.

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which allows entities to elect a modified retrospective transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented.




Note 4 – Risks and Liquidity
Going Concern, Liquidity and Capital Resources    
The Company incurred a loss of $33.3 million for the six months ended June 30, 2022. As of June 30, 2022, the Company’s current assets exceeded its current liabilities by $94.5 million and had $92.7 million of unrestricted cash. On April 5, 2022 the Company announced the closing of the Business Combination and the total funding raised amounted to $134.7 million (net of transaction related expenses). Management believes that the Company has sufficient capital to fund its operations and capital expenditures into the second half of 2024.
Coronavirus Pandemic
In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic which continues to evolve. To date, the impact of COVID-19 on the Company’s business, operations and development timelines has been limited. However, the future impact of COVID-19 on the Company's business is uncertain. MoonLake will continue to actively monitor the evolving situation related to COVID-19 and may take further actions that alter its operations, including those that may be required by Switzerland state or local authorities, or that the Company determines are in the best interests of its employees and other third parties with whom MoonLake does business. At this point, the extent to which COVID-19 may affect the Company's future business, operations and development timelines and plans, including the resulting impact on our expenditures and capital needs, remains uncertain and MoonLake may experience disruptions.




14

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Note 5 — Prepaid Expenses
June 30, 2022December 31, 2021
Advances on insurances$2,714,439$23,141
Advances on non-clinical research and clinical development services2,236,442547,586
Advances on supply and manufacturing services83,559750,622
Other prepayments78,262127,747
Total$5,112,702$1,449,096
Prepaid expenses as of June 30, 2022 primarily relate to services expected to be received by the end of the year.



Note 6 — Trade and Other Payables
June 30, 2022December 31, 2021
Supply and manufacturing fees payable$401,991$183,298
Legal and intellectual property (“IP”) advisory fees payable246,7501,233,070
Other consulting and advisory services78,51471,938
Research and development services13,13050,088
Other payables50,67630,896
Total$791,061$1,569,290



Note 7 — Accrued Expenses and Other Current Liabilities
June 30, 2022December 31, 2021
Tax liabilities$1,559,202 $63,922 
License fees636,217 2,055,687 
Bonuses and related employees compensation expenses530,714 1,419,137 
Consultant and other fees277,54049,211
Legal fees62,278930,354
Total$3,065,951$4,518,311

Tax liabilities increased to $1.6 million primarily due to $1.3 million of stamp duty fees payable to the Swiss Authorities in connection with the capital increase following the Business Combination.




Note 8 — Employee Benefit Plans
The Company operates a defined benefit pension plan in Switzerland (“the Plan”) and a defined contribution pension plan in the United Kingdom, in accordance with local regulations and practices. As of June 30, 2022 the Plan covers the Company’s employees in Switzerland with benefits in the event of death, disability, retirement, or termination of employment.
15

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Components of Net Periodic Benefit Cost under the Plan

Three months ended June 30, 2022Three months ended June 30, 2021Six Months Ended June 30, 2022Six Months Ended June 30, 2021
Service cost$109,607$11,423$225,965$11,423
Interest cost1,2292,533
Expected return on plan assets(3,771)(7,775)
Amortization of Unrecognized Loss442910
Total Net Periodic Benefit Cost$107,507$11,423$221,633$11,423
The components of net periodic benefit cost other than the service cost component are included in general and administrative expense in the Company's unaudited condensed consolidated statements of operations.
Employer Contributions under the Plan
For the six-months ended June 30, 2022, $70,137 (CHF 66,197) of contributions was made to the Plan. The Company presently anticipates contributing an additional estimated amount of $66,426 (CHF 64,046) to fund the Plan in 2022 for a total of $136,563 (CHF 130,243).

Note 9 — Shareholders’ Equity (Deficit)
As a result of the Business Combination, the Company has retroactively restated the share numbers prior to April 5, 2022 to give effect to the Exchange Ratio.
Series A Preferred Shares(1)
Common Shares(1)
Common Shares Held In Treasury(2)
Class A Ordinary Shares(3)
Class C Ordinary Shares(3)
Total Number of Shares
AuthorizedIssuedAuthorizedIssuedIssuedAuthorizedIssuedAuthorizedIssuedAuthorizedIssued and Outstanding
Balance - December 31, 202122,880,90822,880,90813,119,09212,161,331(1,942,837)36,000,00033,099,402
Share-based payment under the equity incentive plan ESPP1,177,3541,177,354
Balance - March 31, 202222,880,90822,880,90813,119,09212,161,331(765,483)36,000,00034,276,756
Issuance of Class A Ordinary Shares upon Business Combination500,000,00018,424,355100,000,000600,000,00018,424,355
Conversion of MoonLake AG shares into Class A Ordinary Shares and Class C Ordinary shares following the Business Combination(22,880,908)(22,880,908)(13,119,092)(12,161,331)765,48318,501,28415,775,472(36,000,000)
Balance - June 30, 2022500,000,00036,925,639100,000,00015,775,472600,000,00052,701,111
(1) Fully paid-in registered shares with a par value of CHF 0.10
(2) Registered shares with a par value of CHF 0.10 held in treasury
(3) Fully paid-in registered shares with a par value of $0.0001
As of June 30, 2022, the Company had the following classes of shares:
16

MOONLAKE IMMUNOTHERAPEUTICS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Amounts in USD, except share and per share data)

(Unaudited)
Class A Ordinary Shares
On April 6, 2021, the Company's Class A Ordinary Shares began trading on the Nasdaq Stock Market under the symbol “MLTX”. As of June 30, 2022, there were 36,925,639 Class A Ordinary Shares issued or outstanding. The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, par value $0.0001 per share. Holders of Class A Ordinary Shares are entitled to