What changed in this filing

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Item 1. Financial Statements

2023-08-07 compared with 2023-05-08 · 107 added, 75 removed, 370 unchanged (33% of the section changed)

26 unchanged sentences

Preferred stock, $ 0.00001 par value;

10,000,000 shares authorized and no shares issued or outstanding at March 31, 2023 and December 31, 2022

10,000,000 shares authorized and no shares issued or outstanding at June 30, 2023 and December 31, 2022

Common stock, $ 0.00001 par value;

100,000,000 shares authorized at March 31, 2023 and December 31, 2022;

67,206,025 and 66,688,647 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

200,000,000 and 100,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively;

70,769,702 and 66,688,647 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Additional paid‑in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Contract research

10 unchanged sentences

Weighted average common shares outstanding, basic and diluted

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities, net of tax of $ 0

Total other comprehensive income (loss)

Other comprehensive loss:

Unrealized loss on marketable securities, net of tax of $ 0

Total other comprehensive loss

Comprehensive loss

11 unchanged sentences

Balance at March 31, 2023

Issuance of common stock in connection with exercise of stock options and vesting of restricted stock units

Issuance of common stock under at-the-market sales agreement, net of offering costs of $ 826

Unrealized loss on marketable securities

Stock-based compensation expense

Balance at June 30, 2023

Comprehensive

5 unchanged sentences

Balance at March 31, 2022

Issuance of common stock in connection with exercise of stock options and vesting of restricted stock units

Issuance of common stock under at-the-market sales agreement, net of offering costs of $ 2,341

Unrealized loss on marketable securities

Stock-based compensation expense

Balance at June 30, 2022

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

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities :

15 unchanged sentences

Cash flows from financing activities:

Restricted stock unit employee tax withholdings

Proceeds from issuance of common stock under the at-the-market sales agreement, net of issuance costs

Payments of employee withholding taxes related to restricted stock unit award vesting

Proceeds from exercise of employee stock options and the issuance of stock

4 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Additions to property and equipment included in accrued expenses

Additions to property and equipment included in accounts payable

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

11 unchanged sentences

The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business.

As of March 31, 2023, the Company had cash, cash equivalents and marketable securities of $ 204.4 million and an accumulated deficit of $ 710.5 million.

As of June 30, 2023, the Company had cash, cash equivalents and marketable securities of $ 210.8 million and an accumulated deficit of $ 740.0 million.

Since inception, the Company has incurred net losses and negative cash flows from its operations.

13 unchanged sentences

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2023, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2023 and 2022, and the condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2023, the results of its operations and comprehensive loss for the three months ended March 31, 2023 and 2022, its changes in stockholders’ equity for the three months ended March 31, 2023 and 2022 and its cash flows for the three months ended March 31, 2023 and 2022.

The accompanying condensed consolidated balance sheet as of June 30, 2023, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, the condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2023, the results of its operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, its changes in stockholders’ equity for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022.

The condensed consolidated balance sheet data as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”).

The financial data and other information disclosed in these notes related to the three months ended March 31, 2023 and 2022 are unaudited.

The results for the three months ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period.

The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are unaudited.

The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period.

The unaudited interim financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the SEC.

13 unchanged sentences

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.

Certain prior year amounts have been reclassified to conform to the current year’s financial statement presentation.

Concentration of Credit Risk and of Significant Suppliers

15 unchanged sentences

Significant assumptions used in the Company’s estimates include the probability of achieving regulatory milestones and commencing commercialization, which are based on an asset’s current stage of development and a review of existing clinical data.

Probability of success assumptions ranged between 10 % and 41 % at March 31, 2023.

Probability of success assumptions ranged between 10 % and 41 % at June 30, 2023.

Additionally, estimated future sales levels and the risk-adjusted discount rate applied to the potential payments are also significant assumptions used in calculating the fair value.

6 unchanged sentences

At contract inception, the Company assesses the goods or services promised within a contract with a customer to identify the performance obligations, and to determine if they are distinct.

The Company recognizes the revenue that is allocated to each distinct performance obligation when (or as) that

performance obligation is satisfied.

The Company recognizes the revenue that is allocated to each distinct performance obligation when (or as) that performance obligation is satisfied.

The Company only recognizes revenue when collection of the consideration it is entitled to under a contract with a customer is probable.

11 unchanged sentences

In September 2019, the Company announced the completion of a strategic review and its decision to refocus its resources on its immuno-inflammatory development programs and to actively seek partners for its commercial products.

As of March 31, 2023, and December 31, 2022, the Company had $ 2.2 million in accrued expenses reported as discontinued operations in the Company’s consolidated balance sheet.

As of June 30, 2023 and December 31, 2022, the Company had $ 2.2 million in accrued expenses reported as discontinued operations in the Company’s consolidated balance sheet.

Fair Value of Financial Assets and Liabilities

The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring and non-recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values:

March 31, 2023

June 30, 2023

(In thousands)

9 unchanged sentences

Total liabilities

As of March 31, 2023 and December 31, 2022, the Company’s cash equivalents consisted of a money market fund, which was valued based upon Level 1 inputs.

The Company’s marketable securities as of March 31, 2023 consisted of commercial paper, treasury bills, and corporate debt, asset-backed debt and U.S.

As of June 30, 2023 and December 31, 2022, the Company’s cash equivalents consisted of a money market fund, which was valued based upon Level 1 inputs.

The Company’s marketable securities as of June 30, 2023 consisted of commercial paper, treasury bills, and corporate debt, asset-backed debt and U.S.

government and government agency debt securities, which were all valued based upon Level 2 inputs.

3 unchanged sentences

These quoted prices are obtained by the Company with the assistance of a third-party pricing service based on available trade, bid and other observable market data for identical securities.

The Company compares the quoted prices obtained from the third-party pricing service to other available independent pricing information to validate the reasonableness of the quoted prices provided.

The Company evaluates whether adjustments to third-party pricing are necessary and, historically, the Company has not made adjustments to quoted prices obtained from the third-party pricing service.

During the three months ended March 31, 2023 and 2022, there were no transfers into or out of Level 3.

The overall $ 0.8 million decrease in the fair value of the contingent consideration liability during the three months ended March 31, 2023 was due to the removal of estimated sales levels from zunsemetinib (ATI-450) for moderate to severe hidradenitis suppurativa following the Company’s decision to cease pursuing this indication.

This decrease was offset by increases in the fair value of the liability due to the passage of time and lower discount rates, resulting from lower risk-free rates and changes in credit spreads being applied to potential payments relative to prior periods.

As of March 31, 2023 and December 31, 2022, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows:

March 31, 2023

During the three and six months ended June 30, 2023 and 2022, there were no transfers into or out of Level 3.

The overall $ 2.3 million decrease in the fair value of the contingent consideration liability during the six months ended June 30, 2023 was primarily due to the removal of estimated sales levels from zunsemetinib (ATI-450) for moderate to severe hidradenitis suppurativa following the Company’s decision to cease pursuing this indication.

This decrease was partially offset by lower discount rates, resulting from lower risk-free rates and changes in credit spreads being applied to potential payments relative to prior periods, as well as the passage of time.

As of June 30, 2023 and December 31, 2022, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows:

June 30, 2023

(In thousands)

32 unchanged sentences

Property and equipment, net

Depreciation expense was $ 0.2 million for each of the three months ended March 31, 2023 and 2022.

Depreciation expense was $ 0.2 million for each of the three months ended June 30, 2023 and 2022, and $ 0.4 million for each of the six months ended June 30, 2023 and 2022.

Intangible Assets

5 unchanged sentences

Total intangible assets

Amortization expense was $ 19 thousand for each of the three months ended March 31, 2023 and 2022.

As of March 31, 2023, estimated future amortization expense was as follows:

Amortization expense was $ 19 thousand for each of the three months ended June 30, 2023 and 2022, and $ 38 thousand for each of the six months ended June 30, 2023 and 2022.

As of June 30, 2023, estimated future amortization expense was as follows:

(In thousands)

7 unchanged sentences

Preferred Stock

As of March 31, 2023 and December 31, 2022, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of undesignated preferred stock.

There were no shares of preferred stock outstanding as of March 31, 2023 or December 31, 2022.

As of March 31, 2023 and December 31, 2022, the Company’s amended and restated certificate of incorporation authorized the Company to issue 100,000,000 shares of $ 0.00001 par value common stock.

There were 67,206,025 and 66,688,647 shares of common stock issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.

As of June 30, 2023 and December 31, 2022, the Company’s amended and restated certificate of incorporation (the “Charter”) authorized the Company to issue 10,000,000 shares of undesignated preferred stock.

There were no shares of preferred stock outstanding as of June 30, 2023 or December 31, 2022.

On June 1, 2023, at the 2023 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the Charter to increase the authorized number of shares of common stock from 100,000,000 shares to 200,000,000 shares.

On June 1, 2023, the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware, which became effective upon filing.

As of June 30, 2023 and December 31, 2022, the Company’s Charter authorized the Company to issue 200,000,000 and 100,000,000 shares, respectively, of $ 0.00001 par value common stock.

There were 70,769,702 and 66,688,647 shares of common stock issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to any preferential dividend rights of any series of preferred stock that may be outstanding.

No dividends have been declared through March 31, 2023.

No dividends have been declared through June 30, 2023.

Sales of Common Stock Pursuant to At-The-Market Facility

In April 2023, the Company sold 3.4 million shares of its common stock for aggregate gross proceeds of $ 27.5 million, pursuant to a sales agreement with SVB Securities LLC and Cantor Fitzgerald & Co., as sales agents, dated February 23, 2023.

The Company paid selling commissions of $ 0.8 million in connection with the sale.

In April 2022, the Company sold 4.8 million shares of its common stock for aggregate gross proceeds of $ 75.0 million, pursuant to a sales agreement with SVB Securities LLC and Cantor Fitzgerald & Co., as sales agents, dated May 20, 2021.

The Company paid selling commissions and other fees of $ 2.3 million in connection with the sale.

Stock-Based Awards

3 unchanged sentences

Beginning at the time the 2015 Plan became effective, no further grants may be made under the Company’s 2012 Equity Compensation Plan, as amended and restated (the “2012 Plan”).

The 2015 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance stock awards, cash-based awards and other

stock-based awards.

The number of shares initially reserved for issuance under the 2015 Plan was 1,643,872 shares of common stock.

2 unchanged sentences

As of January 1, 2023, the number of shares of common stock that may be issued under the 2015 Plan was automatically increased by 2,667,545 shares.

As of March 31, 2023, 3,327,836 shares remained available for grant under the 2015 Plan.

The Company had 6,020,947 stock options and 1,740,081 RSUs outstanding as of March 31, 2023 under the 2015 Plan.

As of June 30, 2023, 3,035,430 shares remained available for grant under the 2015 Plan.

The Company had 6,177,197 stock options and 1,720,040 RSUs outstanding as of June 30, 2023 under the 2015 Plan.

2017 Inducement Plan

1 unchanged sentence

The 2017 Inducement Plan is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules.

The Company had 370,600 stock options outstanding as of March 31, 2023 under the 2017 Inducement Plan.

The Company had 370,600 stock options outstanding as of June 30, 2023 under the 2017 Inducement Plan.

All shares of common stock that were eligible for issuance under the 2017 Inducement Plan after October 1, 2018, including any shares underlying any awards that expire or are otherwise terminated, reacquired to satisfy tax withholding obligations, settled in cash or repurchased by the Company in the future that would have been eligible for re-issuance under the 2017 Inducement Plan, were retired.

1 unchanged sentence

Upon the 2015 Plan becoming effective, no further grants can be made under the 2012 Plan.

The Company granted stock options to purchase a total of 1,140,524 shares under the 2012 Plan, of which 473,977 were outstanding as of March 31, 2023.

Stock options granted under the 2012 Plan expire after ten years .

The Company had 466,497 stock options outstanding as of June 30, 2023 under the 2012 Plan.

Stock Option Valuation

The weighted average assumptions the Company used to estimate the fair value of stock options granted during the three months ended March 31, 2023 and 2022 were as follows:

Three Months Ended

The weighted average assumptions the Company used to estimate the fair value of stock options granted during the six months ended June 30, 2023 and 2022 were as follows:

Six Months Ended

Risk-free interest rate

5 unchanged sentences

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2023:

The following table summarizes stock option activity for the six months ended June 30, 2023:

(In thousands, except share and per share data and years)

1 unchanged sentence

Forfeited and cancelled

Outstanding as of March 31, 2023

Options vested and expected to vest as of March 31, 2023

Options exercisable as of March 31, 2023

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2023 was $ 11.92 per share.

Outstanding as of June 30, 2023

Options vested and expected to vest as of June 30, 2023

Options exercisable as of June 30, 2023

The weighted average grant date fair value of stock options granted during the six months ended June 30, 2023 was $ 11.42 per share.

Restricted Stock Units

The following table summarizes RSU activity for the three months ended March 31, 2023:

The following table summarizes RSU activity for the six months ended June 30, 2023:

(In thousands, except share and per share data)

1 unchanged sentence

Forfeited and cancelled

Outstanding as of March 31, 2023

Outstanding as of June 30, 2023

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

Total stock-based compensation expense

As of March 31, 2023, the Company had unrecognized stock-based compensation expense for stock options and RSUs of $ 40.3 million and $ 25.5 million, respectively, which is expected to be recognized over weighted average periods of 3.4 years and 3.2 years, respectively.

As of June 30, 2023, the Company had unrecognized stock-based compensation expense for stock options and

RSUs of $ 38.2 million and $ 23.8 million, respectively, which is expected to be recognized over weighted average periods of 3.1 years and 3.0 years, respectively.

Net Loss per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands, except for share and per share data)

3 unchanged sentences

Therefore, the weighted average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share for the three months ended March 31, 2023 and 2022.

All share amounts presented in the table below represent the total number outstanding as of March 31, 2023 and 2022.

The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share for the six months ended June 30, 2023 and 2022.

All share amounts presented in the table below represent the total number outstanding as of June 30, 2023 and 2022.

Options to purchase common stock

3 unchanged sentences

Agreements for Office and Laboratory Space

The Company has a sublease agreement with Auxilium Pharmaceuticals, LLC (the “Sublandlord”) pursuant to which it subleases 33,019 square feet of office space for its headquarters in Wayne, Pennsylvania.

The Company has a sublease agreement pursuant to which it subleases 33,019 square feet of office space for its headquarters in Wayne, Pennsylvania.

The sublease has a term that runs through October 2023.

If for any reason the lease between Chesterbrook Partners, LP (“Landlord”) and Sublandlord is terminated or expires prior to October 2023, the Company’s sublease will automatically terminate.

In December 2020, the Company entered into a sub-sublease agreement under which it sub-subleased 8,115 square feet to a third party.

11 unchanged sentences

Total operating lease liabilities

Amortization expense related to operating lease right-of-use assets and accretion of operating lease liabilities totaled $ 0.3 million for each of the three months ended March 31, 2023 and 2022.

Amortization expense related to operating lease right-of-use assets and accretion of operating lease liabilities totaled $ 0.2 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 0.4 million and $ 0.5 million for the six months ended June 30, 2023 and 2022, respectively.

Agreements Related to Intellectual Property

4 unchanged sentences

A portion of consideration received from Pediatrix is payable to the former Confluence equity holders as described below.

No revenue under this agreement was recorded during the three and six months ended June 30, 2023.

License Agreement – Eli Lilly and Company

4 unchanged sentences

The Company has separate contractual obligations under which the Company has agreed to pay to third parties an amount equal to any regulatory and commercial milestone payments it receives under the Lilly license agreement, as well as a portion of the upfront consideration and a portion of the royalties it may receive under the license agreement.

The Company recorded licensing revenue under this agreement of $ 1.4 million during the three months ended March 31, 2023, of which $ 1.1 million was paid to third parties.

The Company recorded licensing revenue under this agreement of $ 0.9 million and $ 2.3 million during the three and six months ended June 30, 2023, respectively.

Of these amounts, $ 0.6 million and $ 1.6 million were paid to third parties during the three and six months ended June 30, 2023, respectively, and recorded as licensing expense.

Asset Purchase Agreement – EPI Health, LLC

1 unchanged sentence

EPI Health agreed to pay the Company a high single-digit royalty calculated as a percentage of net sales on a country-by-country basis until the date that the patent rights related to RHOFADE have expired or, if later, ten years from the date of the first commercial sale of RHOFADE in such country.

The Company recorded royalty income under the asset purchase agreement of $ 0.2 million during each of the three months ended March 31, 2023 and 2022.

Royalty income is included in licensing revenue on the condensed consolidated statements of operations and comprehensive loss.

EPI Health has also agreed to pay the Company potential sales milestone payments of up to $ 20.0 million in the aggregate upon the achievement of specified levels of net sales of products covered by the asset purchase agreement, and 25 % of any upfront, license, milestone, maintenance or fixed

payment received by EPI Health in connection with any license or sublicense of the assets transferred in the disposition in any territory outside of the United States, subject to specified exceptions.

The Company recorded royalty income under the asset purchase agreement of $ 0.1 million and $ 0.3 million during the three months ended June 30, 2023 and 2022, respectively, and $ 0.3 million and $ 0.5 million during the six months ended June 30, 2023 and 2022, respectively.

EPI Health has also agreed to pay the Company potential sales

milestone payments of up to $ 20.0 million in the aggregate upon the achievement of specified levels of net sales of products covered by the asset purchase agreement, and 25 % of any upfront, license, milestone, maintenance or fixed payment received by EPI Health in connection with any license or sublicense of the assets transferred in the disposition in any territory outside of the United States, subject to specified exceptions.

On July 17, 2023, EPI Health filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

As a result of the bankruptcy filing, the Company recorded an allowance for doubtful accounts related to amounts due from EPI Health resulting in $ 1.0 million of bad debt expense for the three and six months ended June 30, 2023.

Agreement and Plan of Merger – Confluence

3 unchanged sentences

In addition to the payments described above, if the Company sells, licenses or transfers any of the intellectual property acquired from Confluence pursuant to the Confluence Agreement to a third party, the Company will be obligated to pay the former Confluence equity holders a portion of any consideration received from such sale, license or transfer in specified circumstances.

As of March 31, 2023 and December 31, 2022, the balance of the Company’s contingent consideration liability was $ 32.3 million and $ 33.1 million, respectively (see Note 3).

The Company did no t record a federal or state income tax benefit for losses incurred during the three months ended March 31, 2023 and 2022.

As of June 30, 2023 and December 31, 2022, the balance of the Company’s contingent consideration liability was $ 30.8 million and $ 33.1 million, respectively (see Note 3).

The Company did no t record a federal or state income tax benefit for losses incurred during the three and six months ended June 30, 2023 and 2022.

The Company concluded that it is more likely than not that its deferred tax assets will not be realized which resulted in recording a full valuation allowance during those periods.

6 unchanged sentences

The Company does not report balance sheet information by segment since it is not reviewed by the chief operating decision maker, and all of the Company’s tangible assets are held in the United States.

The Company’s results of operations by segment for the three months ended March 31, 2023 and 2022 are summarized in the tables below:

The Company’s results of operations by segment for the three and six months ended June 30, 2023 and 2022 are summarized in the tables below:

(In thousands)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Total revenue

5 unchanged sentences

(In thousands)

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Total revenue

4 unchanged sentences

Loss from operations

(In thousands)

Six Months Ended June 30, 2023

Total revenue

Cost of revenue

Research and development

General and administrative

Revaluation of contingent consideration

Loss from operations

(In thousands)

Six Months Ended June 30, 2022

Total revenue

Cost of revenue

Research and development

General and administrative

Revaluation of contingent consideration

Loss from operations

Intersegment Revenue

Revenue for the contract research segment included $ 4.0 million and $ 2.9 million for services performed on behalf of the therapeutics segment for the three months ended March 31, 2023 and 2022, respectively.

Revenue for the contract research segment included $ 4.0 million and $ 3.2 million for services performed on behalf of the therapeutics segment for the three months ended June 30, 2023 and 2022, respectively, and $ 8.0 million and $ 6.1 million for the six months ended June 30, 2023 and 2022, respectively.

All intersegment revenue has been eliminated in the Company’s condensed consolidated statement of operations.

7 unchanged sentences

in the same court against the same defendants.

On November 6, 2019, the court consolidated the Rosi and Fulcher actions (together, the “Consolidated Securities Action”) and appointed Fulcher “lead plaintiff” for the putative class.

On November 6, 2019, the court consolidated the Rosi and Fulcher actions (together, the

“Consolidated Securities Action”) and appointed Fulcher “lead plaintiff” for the putative class.

The parties signed and filed a settlement agreement in July 2021.

2 unchanged sentences

The settlement was paid in January 2022.

Subsequent Events

In March 2023, the Company issued a placement notice to sell 3.4 million shares of its common stock for aggregate gross proceeds of $ 27.5 million, pursuant to a sales agreement with SVB Securities LLC and Cantor Fitzgerald & Co., as sales agents, dated February 23, 2023.

The Company paid selling commissions of $ 0.8 million in connection with the sale.

The transaction closed in April 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements