What changed in this filing

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Item 1. Financial Statements

2021-08-13 compared with 2021-05-12 · 229 added, 125 removed, 517 unchanged (41% of the section changed)

20 unchanged sentences

Preferred stock, $ 0.0001 par value;

200,000,000 shares authorized at March

31, 2021 and December 31, 2020 and 2019;

200,000,000 shares authorized at June

30, 2021 and December 31, 2020;

0 shares issued and outstanding

at March 31, 2021 and December 31, 2020

at June 30, 2021 and December 31, 2020

Common stock, $ 0.0001 par value;

350,000,000 shares authorized at March 31, 2021

350,000,000 shares authorized at June 30, 2021

and December 31, 2020;

32,171,560 shares issued and outstanding at

March 31, 2021 and December 31, 2020

32,315,301 and 32,171,560 shares issued and outstanding

at June 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

15,368,569 shares authorized at

March 31, 2021 and December 31, 2020;

June 30, 2021 and December 31, 2020;

1,492,059 shares issued and

outstanding at March 31, 2021 and December 31, 2020

outstanding at June 30, 2021 and December 31, 2020

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Collaboration revenue

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration and other revenue

Operating expenses:

5 unchanged sentences

Interest income

Interest expense (includes related party amounts of $ 0 and $ 59 , respectively)

Interest expense (includes related party amounts of $ 0 for the three and six months ended June 30, 2021 and $ 79 and $ 138 for the three and six months ended June 30, 2020, respectively)

Change in fair value of derivative liability

Extinguishment of convertible debt

Total other income (expense)

2 unchanged sentences

Weighted-average shares of common stock outstanding, basic and diluted (1)

(1) For the three months ended March 31, 2020, the Company determined that the attribution of pre-Corporate Reorganization net losses based on the post-Corporate Reorganization capital structure would not meaningfully represent the economic rights of the unit holders.

(1) For the three and six months ended June 30, 2020, the Company determined that the attribution of pre-Corporate Reorganization net losses based on the post-Corporate Reorganization capital structure would not meaningfully represent the economic rights of the unit holders.

As a result, the Company presents net loss per share information only for the period subsequent to the Corporate Reorganization.

2 unchanged sentences

BioAtla, Inc.

Unaudited Condensed Consoli dated Statement of Stockholders’

Unaudited Condensed Consoli dated Statements of Stockholders’

(in thousands, except share amounts)

Three Months Ended June 30, 2021

Stockholders’

Balance at December 31, 2020

Stock-based compensation

Balance at March 31, 2021

Stock-based compensation expense

Issuance of common stock under equity incentive plans

Issuance of common stock for Employee Stock Purchase Plan

Balance at June 30, 2021

Six Months Ended June 30, 2021

Stockholders’

Balance at December 31, 2020

Stock-based compensation expense

Issuance of common stock under equity incentive plans

Issuance of common stock for Employee Stock Purchase Plan

Balance at June 30, 2021

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

1 unchanged sentence

Depreciation and amortization

Loss on disposal of property and equipment

Change in fair value of derivative liability

Change in fair value of profits interest liability

Loss on extinguishment of debt

Stock-based compensation

Non-cash interest

Accrued interest

Deferred rent

2 unchanged sentences

Accounts payable and accrued expenses

Accrued interest

Deferred revenue

5 unchanged sentences

Proceeds from issuance of convertible debt

Proceeds from issuance of PPP loan

Payment of initial public offering costs

Proceeds from issuance of common stock under Employee Stock Purchase Plan

Net cash provided by (used in) financing activities

3 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

Unpaid deferred financing costs

Property and equipment additions included in accounts payable and accrued expenses

17 unchanged sentences

common stock, (ii) BioAtla, Inc.

issued an aggregate of 59,164,808 shares of Series D convertible preferred stock to Himalaya Parent LLC and Himalaya Parent LLC issued an aggregate of 59,164,808 Class D units to the holders of convertible notes of BioAtla, LLC in connection with the conversion of their convertible notes into Class D units of Himalaya Parent LLC (see Note 4), (iii) BioAtla, LLC distributed to Himalaya Parent LLC its equity interests in Himalaya Therapeutics SEZC, a majority-owned subsidiary which is engaged in the development of a set of antibodies in the field of oncology primarily in Greater China, (iv) Himalaya Parent LLC assumed the profits interest liability of BioAtla, LLC (see Note 7) and (v) BioAtla, LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to BioAtla, Inc.

issued an aggregate of 59,164,808 shares of Series D convertible preferred stock to Himalaya Parent LLC and Himalaya Parent LLC issued an aggregate of 59,164,808 Class D units to the holders of convertible notes of BioAtla, LLC in connection with the conversion of their convertible notes into Class D units of Himalaya Parent LLC (see Note 4), (iii) BioAtla, LLC distributed to Himalaya Parent LLC its equity interests in Himalaya Therapeutics SEZC, a then majority-owned subsidiary which is engaged in the development of a set of antibodies in the field of oncology primarily in Greater China, (iv) Himalaya Parent LLC assumed the profits interest liability of BioAtla, LLC (see Note 7) and (v) BioAtla, LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to BioAtla, Inc.

Following the Corporate Reorganization, Himalaya Parent LLC owned 59,164,808 shares of BioAtla, Inc.

Series D convertible preferred stock and 6,220,050 shares of BioAtla, Inc.

common stock.

As a result of the subsequent sale of 140,626,711 shares of Series D convertible preferred stock to new investors in July 2020 (see Note 6), BioAtla, Inc.

is not controlled by Himalaya Parent LLC (see further discussion in “Principles of consolidation and deconsolidation”

common stock, all of which were subsequently distributed (the "Distribution") to the members of Himalaya Parent LLC.

As a result of the sale of 140,626,711 shares of Series D convertible preferred stock to new investors in July 2020 (see Note 6), BioAtla, Inc.

was not controlled by Himalaya Parent LLC and BioAtla, Inc.

does not control Himalaya Parent LLC subsequent to the distribution (see further discussion in “Principles of consolidation and deconsolidation”

All pre-Corporate Reorganization operations, employees, property, assets and obligations of BioAtla, LLC (exclusive of the profits interest liability and Himalaya Therapeutics SEZC now held by Himalaya Parent LLC) are held by BioAtla, Inc.

Shares of Series D convertible preferred stock were subsequently converted into common stock as part of the Company's initial public offering ("IPO") in December 2020.

Principles of Consolidation and Deconsolidation

3 unchanged sentences

In connection with the Corporate Reorganization, Himalaya Therapeutics SEZC and Himalaya Therapeutics HK Limited were deconsolidated without material impact to the consolidated financial statements.

Subsequent to the Corporate Reorganization, Himalaya Parent LLC does not control, is not under common control with, and is not consolidated by BioAtla, Inc.

(see Note 9) and BioAtla, Inc.

Subsequent to the Corporate Reorganization and subsequent to the Distribution as defined and described above, Himalaya Parent LLC does not control, is not under common control with, and is not consolidated by BioAtla, Inc.

and BioAtla, Inc.

is a single legal entity with no consolidated variable interest entities ("VIEs") or subsidiaries.

1 unchanged sentence

The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues the development of its product candidates.

As of March 31, 2021, the Company had an accumulated deficit of $ 109.6 million.

As of June 30, 2021 , the Company had an accumulated deficit of $ 140.0 million.

The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources.

If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs.

If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend

payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs.

Any of these actions could materially harm the Company’s business, results of operations and future prospects.

4 unchanged sentences

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements as of March 31, 2021, and for the three months ended March 31, 2021 and 2020, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

The unaudited condensed consolidated financial statements as of June 30, 2021, and for the three and six months ended June 30, 2021 and 2020, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented.

19 unchanged sentences

The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model.

Prior to the Company’s initial public offering (“IPO”) in December 2020, the fair value of RSUs was based on the estimated fair value of the underlying common stock on the date of grant and, subsequent to the Company’s IPO, the fair value is based on the closing sales price of the Company’s common stock on the date of grant.

Prior to the Company’s IPO, the fair value of RSUs was based on the estimated fair value of the underlying common stock on the date of grant and, subsequent to the Company’s IPO, the fair value is based on the closing sales price of the Company’s common stock on the date of grant.

Equity award forfeitures are recognized as they occur.

6 unchanged sentences

Dilutive common stock equivalents are comprised of common stock warrants, RSUs, and common stock options outstanding under the Company’s stock option plan.

For the three months ended March 31, 2020, the Company determined that the attribution of pre-Corporate Reorganization net loss based on the post-Corporate Reorganization capital structure would not meaningfully represent the economic rights of the unit holders.

For the three and six months ended June 30, 2020, the Company determined that the attribution of pre-Corporate Reorganization net loss based on the post-Corporate Reorganization capital structure would not meaningfully represent the economic rights of the unit holders.

As a result, the Company presents net loss per share information only for the period subsequent to the Corporate Reorganization.

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalents):

March 31, 2021

Common stock warrants

18 unchanged sentences

Leasehold improvements

Construction in progress

Less accumulated depreciation and amortization

7 unchanged sentences

The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments.

As of March 31, 2021 and December 31, 2020, the Company had no financial assets or liabilities measured at fair value on a recurring basis.

As of June 30, 2021 and December 31, 2020 , the Company had no financial assets or liabilities measured at fair value on a recurring basis.

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis.

11 unchanged sentences

The convertible promissory notes were settled in connection with the Company’s Series D financing in July 2020.

As of March 31, 2021, the Company has $ 0.7 million outstanding under a promissory note issued pursuant to the Paycheck Protection Program (“PPP”) of the CARES Act.

For the three months ended March 31, 2021 and 2020, the Company recognized interest expense related to its outstanding debt of $ 2,000 and $ 0.5 million, respectively.

As of June 30, 2021 , the Company had $ 0.7 million outstanding under a promissory note issued pursuant to the Paycheck Protection Program (“PPP”) of the CARES Act.

On July 2, 2021, the Company received notice from its lender that the U.S.

Small Business Administration ("SBA") had approved the Company's application for forgiveness and that there was no remaining balance on the PPP Loan.

The Company expects to record the forgiveness as other income in July 2021.

For the three and six months ended June 30, 2021 , the Company recognized interest expense related to its outstanding debt of $ 1,000 and $ 3,000 , respectively.

For the three and six months ended June 30, 2020, the Company recognized interest expense related to its outstanding debt of $ 0.8 million and $ 1.3 million, respectively.

Commitments and Contingencies

2 unchanged sentences

The lease commenced in January 2018, the period the Company gained access to the leased space and began recognizing rent expense.

The lease expires in July 2025 and the Company has an option to

extend the term of the lease for an additional five years.

The lease expires in July 2025 and the Company has an option to extend the term of the lease for an additional five years.

The lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs.

Rent expense for the three months ended March 31, 2021 and 2020 was $ 0.4 million and $ 0.4 million, respectively.

Expected future minimum payments under the non-cancelable operating lease as of March 31, 2021 are as follows (in thousands):

Rent expense for the three and six months ended June 30, 2021 was $ 0.4 million and $ 0.8 million, respectively.

Rent expense for the three and six months ended June 30, 2020 was $ 0.5 million and $ 0.9 million, respectively.

Expected future minimum payments under the non-cancelable operating lease as of June 30, 2021 are as follows (in thousands):

Years ending December 31:

4 unchanged sentences

Stockholders’/Members' Equity (Deficit)

The statement of members' deficit for the three months ended March 31, 2020 is as follows (in thousands, except unit amounts):

The statement of members' deficit for the three months ended June 30, 2020 is as follows (in thousands, except unit amounts):

Class C Preferred Units

2 unchanged sentences

Members’

Balance at December 31, 2019

Balance at March 31, 2020

Balance at June 30, 2020

The statement of members' deficit for the six months ended June 30, 2020 is as follows (in thousands, except unit amounts):

Class C Preferred Units

Class A Units

Noncontrolling

Members’

Balance at December 31, 2019

Balance at June 30, 2020

Initial Public Offering and Related Transactions

In December 2020, the Company completed its IPO selling 12,075,000 shares its common stock at $ 18.00 per share.

In December 2020, the Company completed its IPO selling 12,075,000 shares of its common stock at $ 18.00 per share.

Proceeds from the Company’s IPO, net of underwriting discounts and commissions and other offering costs, were $ 198.3 million.

4 unchanged sentences

The Company’s stockholders approved the 2020 Plan, as amended, in December 2020.

Under the 2020 Plan, the Company may grant awards of common stock to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards.

As of March 31, 2021 and December 31, 2020, the total number of common shares reserved for issuance under the 2020 Plan was 6,226,540 and 4,939,678 , respectively.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares available for awards under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors.

awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards.

As of June 30, 2021 and December 31, 2020 , the total number of common shares authorized for issuance under the 2020 Plan was 6,226,540 and 4,939,678 , respectively.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors.

The maximum term of the options granted under the 2020 Plan is no more than ten years.

Awards under the 2020 Plan generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months , subject to continuous service.

There was no stock-based compensation expense reported for the three months ended March 31, 2020 as the 2020 Plan was not yet adopted.

Stock-based compensation expense for the three months ended March 31, 2021 has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):

There was no stock-based compensation expense reported for the three and six months ended June 30, 2020 as the 2020 Plan was not yet adopted.

Stock-based compensation expense for the three and six months ended June 30, 2021 has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):

Research and development

1 unchanged sentence

Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2021:

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2021:

Weighted - Average

Outstanding at December 31, 2020

Outstanding at March 31, 2021

As of March 31, 2021, total unrecognized stock-based compensation expense for RSUs was $ 34.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.7 years.

During the three months ended March 31, 2021, the Company modified 138,461 RSU's under the Transition Agreement (See Note 9).

Outstanding at June 30, 2021

As of June 30, 2021, total unrecognized stock-based compensation expense for RSUs was $ 23.0 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.7 years.

During the six months ended June 30, 2021, the Company modified 138,461 RSU's under the Transition Agreement (See Note 9).

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2021 (in thousands, except share and per share data and years):

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2021 (in thousands, except share and per share data and years):

Weighted - Average

1 unchanged sentence

Balance at December 31, 2020

Balance at March 31, 2021

Vested and expected to vest at March 31, 2021

Exercisable at March 31, 2021

As of March 31, 2021, total unrecognized stock-based compensation cost for unvested common stock options was $7 .6 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.7 years.

The weighted- average grant date fair value of stock options granted, including the impact of modified awards, during the three months ended March 31, 2021 was $ 46.39 per share.

During the three months ended March 31, 2021, the Company modified 7,747 stock options under the Transition Agreement (See Note 9).

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants, including the impact of modified awards, were as follows:

Balance at June 30, 2021

Vested and expected to vest at June 30, 2021

Exercisable at June 30, 2021

As of June 30, 2021 , total unrecognized stock-based compensation cost for unvested common stock options was $ 12.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.4 years.

The weighted- average grant date fair value of stock options granted during the six months ended June 30, 2021 was $ 28.91 per share.

During the six months ended June 30, 2021, the Company modified 7,747 stock options under the Transition Agreement (See Note 9).

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:

Expected volatility

19 unchanged sentences

The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation.

As of March 31, 2021 and December 31, 2020, a total of 833,993 shares and 464,829 shares, respectively, of common stock were reserved for issuance under the ESPP.

The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0 % of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

As of June 30, 2021 and December 31, 2020 , a total of 833,993 shares and 464,829 shares, respectively, of common stock were authorized for issuance under the ESPP.

The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0 % of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

In February 2021, employees began to enroll in the ESPP and the Company’s first offering period commenced.

Stock-based compensation expense related to the ESPP for the three months ended March 31, 2021 was immaterial.

The Company's first ESPP purchase transaction occurred on June 30, 2021.

During the six months ended June 30, 2021, the Company issued 5,280 shares of common stock under the ESPP.

As of June 30, 2021, 828,713 shares of common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2021 was immaterial.

Common Stock Warrants

1 unchanged sentence

2018-07 on October 1, 2020, the measurement date of the warrants described below became fixed in accordance with the guidance, and such fair value was nominal since the warrants were deeply out-of-the-money.

As of March 31, 2021 all the common stock warrants below are exercisable and expire as follows:

As of June 30, 2021 all the common stock warrants below are exercisable and expire as follows:

Exercise Price

30 unchanged sentences

joint efforts to develop the product candidate and be responsible for global regulatory filings and commercialization.

Subject to the terms of the agreement, BeiGene will hold a co-exclusive license with the Company to develop and manufacture the product candidate globally and an exclusive license to commercialize the product candidate globally.

BeiGene will be responsible for

all costs of development, manufacturing and commercialization in China, parts of the Middle East and Asia (excluding Japan), Australia and New Zealand (the “BeiGene Territory”), and the parties would share development and manufacturing costs and commercial profits and losses upon specified terms in the rest of the world that are not part of the BeiGene Territory (the “ROW”).

Subject to the terms of the agreement, BeiGene will hold a co-exclusive license with the Company to develop and manufacture the

product candidate globally and an exclusive license to commercialize the product candidate globally.

BeiGene will be responsible for all costs of development, manufacturing and commercialization in China, parts of the Middle East and Asia (excluding Japan), Australia and New Zealand (the “BeiGene Territory”), and the parties would share development and manufacturing costs and commercial profits and losses upon specified terms in the rest of the world that are not part of the BeiGene Territory (the “ROW”).

Subject to earlier termination, the BeiGene Collaboration shall remain in effect, on a country-by-country basis until the earlier of ten years following commercial sale or upon such time that the parties cease pursuing commercialization.

1 unchanged sentence

BeiGene may terminate the BeiGene Collaboration at any time after the one-year anniversary of the agreement subject to 90 days written notice, or any time subject to 45 days’

notice if it is determined that the proof of concept milestone or technological or scientific feasibility will not be achieved.

notice if it is determined that the proof of concept ("POC") milestone or technological or scientific feasibility will not be achieved.

The BeiGene Collaboration also contains customary provisions for termination by either party, including the event of breach of the BeiGene Collaboration, subject to cure.

14 unchanged sentences

Under the original collaboration agreement, the Company recognized revenue over time using an input method based on actual costs incurred compared to estimated total costs expected to be incurred to fulfill its performance obligation to perform development services.

For the three months ended March 31, 2021 and 2020, the Company recognized revenue of $ 0 and $ 0.1 million, respectively, related to the BeiGene collaboration.

As of March 31, 2021 and December 31, 2020, the Company had $ 19.8 million of related deferred revenue which was classified as current.

For the three and six months ended June 30, 2021 , the Company did no t recognize any revenue related to the collaboration agreement with BeiGene.

As of June 30, 2021 and December 31, 2020 , the Company had $ 19.8 million of related deferred revenue which was classified as current.

The deferred revenue is expected to be earned upon transfer of the know-how and master cell bank within the next twelve months.

Service Contracts

Prior to developing its own programs, the Company entered into various fixed price research services contracts.

In connection with these service contracts, the Company may receive future milestone payments if certain clinical, regulatory and commercialization milestones are achieved.

The Company is also eligible to receive royalties based on certain product sales.

The Company recognized

revenue of $ 0.3 million, included in Collaboration and Other Revenue, for the three and six months ended June 30, 2021 related to the achievement of a clinical milestone on a fixed price service contract.

Related Party Transactions

3 unchanged sentences

Biotech Investment Group II LLC

For the three months ended March 31, 2020, the Company recognized interest expense (including amortization of debt discounts) of $ 20,000 related to an outstanding convertible promissory note payable to BIG II.

For the three and six months ended June 30, 2020 , the Company recognized interest expense (including amortization of debt discounts) of $ 20,000 and $ 40,000 , respectively, related to an outstanding convertible promissory note payable to BIG II.

The convertible promissory note payable to BIG II was settled in connection with the Corporate Reorganization in July 2020 .

1 unchanged sentence

Convertible Promissory Notes

For the three months ended March 31, 2020, the Company recognized interest expense (including amortization of debt discounts) of $ 39,000 related to outstanding convertible promissory notes payable to Dr.

For the three and six months ended June 30, 2020, the Company recognized interest expense (including amortization of debt discounts) of $ 59,000 and $ 98,000 respectively, related to outstanding convertible promissory notes payable to Dr.

Jay Short and Carolyn Anderson Short.

2 unchanged sentences

Transition Agreement

On March 18, 2021, the Company and Carolyn Anderson Short, its co-founder and Chief of Intellectual Property & Strategy, mutually agreed that Ms.

On March 18, 2021, the Company and Carolyn Anderson Short, its co-founder and former Chief of Intellectual Property & Strategy, mutually agreed that Ms.

Short would depart the Company on May 31, 2021 following an agreed upon transition period.

2 unchanged sentences

Short’s current base salary, (ii) a payment at her targeted bonus rate for 2021, pro-rated to the separation date, and (iii) accelerated full vesting of her equity awards including 7,747 stock options and 138,461 restricted stock units.

The modification of these equity awards resulted in an incremental fair value of $ 7.0 million which will be recognized on a straight-line basis over the transition service period.

For the three months ended March 31, 2021, the Company recognized $ 0.2 million related to the lump sum salary payment and target bonus, and a $ 1.0 million non-cash charge related to the modified equity awards.

The modification of these equity awards resulted in an incremental fair value of $ 7.0 million which was recognized on a straight-line basis over the transition service period.

For the three and six months ended June 30, 2021 , the Company recognized $ 0.8 million and $ 1.0 million, respectively, related to the lump sum salary payment and target bonus.

The Company also recognized non-cash stock-based compensation charges of $ 8.4 million and $ 9.4 million related to the modified equity awards for the three and six months ended June 30, 2021, respectively.

No unrecognized stock-based compensation remained as of June 30, 2021.

The Company maintains a defined contribution 401(k) plan available to eligible employees.

1 unchanged sentence

The Company, at its discretion, may make certain matching contributions to the 401(k) plan.

As of March 31, 2021 and December 31, 2020, the Company had no t made any matching contributions.

As of June 30, 2021 and December 31, 2020 , the Company had no t made any matching contributions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

7 unchanged sentences

Furthermore, past operating results are not necessarily indicative of results that may occur in future periods.

We are a clinical-stage biopharmaceutical company developing our novel class of highly specific and selective antibody-based therapeutics for the treatment of solid tumor cancer.

We are a phase 2 clinical-stage biopharmaceutical company developing our novel class of highly specific and selective antibody-based therapeutics for the treatment of solid tumor cancer.

Our CABs capitalize on our proprietary discoveries with respect to tumor biology, enabling us to target known and widely validated tumor antigens that have previously been difficult or impossible to target.

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Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current and future product candidates.

Our net loss was $18.7 million for the three months ended March 31, 2021.

As of March 31, 2021, we had an accumulated deficit of $109.6 million.

Our net loss was $30.4 million and $49.1 million for the three and six months ended June 30, 2021, respectively.

As of June 30, 2021, we had an accumulated deficit of $140.0 million.

These losses have resulted primarily from costs incurred in connection with research and development activities and general and administrative costs associated with our operations.

We do not expect to generate meaningful revenue from product sales for the foreseeable future, and we expect to continue to incur significant operating expenses for the foreseeable future due to the cost of research and development, including identifying and designing product candidates and conducting preclinical studies and clinical trials, and the regulatory approval process for our product candidates.

We do not expect to generate meaningful revenue from product sales for the foreseeable future, and we expect to continue to incur significant operating expenses for the foreseeable future due to the cost of research and development, including identifying and designing product candidates, conducting preclinical studies and clinical trials, and the regulatory approval process for our product candidates.

We expect our expenses, and the potential for losses, to increase substantially as we conduct clinical trials of our lead product candidates and seek to expand our pipeline.

2 unchanged sentences

advance the clinical development of BA3021;

advance the clinical development of BA3071;

expand our pipeline of bispecific and other CAB antibody-based product candidates;

19 unchanged sentences

Upon the closing of our IPO, all outstanding shares of our convertible preferred stock converted into 13,876,510 shares of our common stock and 1,492,059 shares of our Class B common stock.

As of March 31, 2021, our cash and cash equivalents totaled approximately $221.2 million.

As of June 30, 2021, our cash and cash equivalents totaled approximately $207.6 million.

Based on our current operating plan, our current cash and cash equivalents are expected to be sufficient to fund our ongoing operations at least through the end of 2022.

4 unchanged sentences

In addition, the pandemic has caused substantial disruption in the financial markets and may adversely impact economies worldwide, both of which could adversely affect our business, operations and ability to raise funds to support our operations.

To date, we have not experienced material business disruptions, including with respect to any of the clinical trials we are conducting, or impairments of any of our assets as a result of the pandemic.

To date, we have only experienced non-material business disruptions, including with respect to any of the clinical trials we are conducting, or impairments of any of our assets as a result of the pandemic.

We are following, and plan to continue to follow, recommendations from federal, state and local governments regarding workplace policies, practices and procedures.

1 unchanged sentence

We are complying with all applicable guidelines for our clinical trials, including remote clinical monitoring.

In April 2020, we borrowed $0.7 million under the Paycheck Protection Program under the CARES Act, as discussed further under “—Liquidity and capital resources.”

We are continuing to monitor the potential impact of the pandemic, but we cannot be certain what the overall impact will be on our business, financial condition, results of operations and prospects.

In April 2020, we borrowed $0.7 million under the Paycheck Protection Program under the CARES Act and we submitted an application for loan forgiveness in June 2021.

We were subsequently notified on July 2, 2021 that the U.S.

Small Business Association approved our application for loan forgiveness for the full amount of the PPP Loan outstanding.

The PPP loan is discussed further under “—Liquidity and capital resources.”

continuing to monitor the potential impact of the pandemic, but we cannot be certain what the overall impact will be on our business, financial condition, results of operations and prospects.

Financial Operations Overview

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BeiGene is responsible for all costs of development, manufacturing and commercialization globally.

In addition, we may in the future seek third-party collaborators or joint venture partners for development and commercialization of additional CAB product candidates.

At the time of execution of the BeiGene collaboration, we received a $20.0 million upfront payment and in December 2019, we received an additional $5.0 million for the reimbursement of manufacturing costs.

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Pursuant to the terms of the October 2020 amendment, we agreed to transfer certain know-how and materials to BeiGene related to the manufacture of BA3071.

We did not recognize any revenue for the three months ended March 31, 2021 and for the three months ended March 31, 2020 we recognized revenue only from our collaboration with BeiGene.

We are currently in preliminary discussions with BeiGene regarding the allocation of roles and responsibilities under our Global Co-Development and Collaboration Agreement with BeiGene, including with respect to the initiation of the Phase I trial for BA3071.

In addition, we may in the future seek third-party collaborators or joint venture partners for development and commercialization of additional CAB product candidates.

Prior to developing our own programs, the Company received revenue from services performed under fixed price service contracts that, in some cases, provided for potential milestone and royalty payments to us.

We recognized $0.3 million in collaboration revenues for the three and six months ended June 30, 2021 from our legacy service contracts.

For the three and six months ended June 30, 2020 we recognized $0.2 million and $0.3 million of revenue from our collaboration with BeiGene, respectively.

Operating Expenses

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The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming.

Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.

Product candidates in later stages of clinical development generally have higher development costs than those in earlier

stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.

Accordingly, to the extent that our product candidates continue to advance into clinical trials, including larger and later-stage clinical trials, our expenses will increase substantially and may become more variable.

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Interest income consists primarily of interest earned on our cash and cash equivalent balances.

Our interest income has not been significant to date, but we expect interest income to increase as we invest the net proceeds from our IPO.

Our interest income has not been significant to date and we do not expect any material changes.

Interest Expense

Interest expense consists primarily of interest incurred on our outstanding convertible debt, including coupon interest and the amortization of debt discounts, including those related to beneficial conversion features and embedded derivatives.

We expect our interest expense to decline subsequent to the settlement of our outstanding convertible debt in July 2020.

Our interest expense declined subsequent to the settlement of our outstanding convertible debt in July 2020 and the forgiveness of our PPP loan in July 2021.

Change in Fair Value of Derivative Liability

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Results of Operations

Comparison of the Three Months Ended March 31, 2021 and 2020

Comparison of the Three Months Ended June 30, 2021 and 2020

Three Months Ended

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Change in fair value of derivative liability

Extinguishment of convertible debt

Total other income (expense)

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Collaboration Revenue

Collaboration revenue for the three months ended March 31, 2021 and 2020 consisted of revenue recognized under our collaboration with BeiGene.

BeiGene collaboration revenue decreased to $0 for the three months ended March 31, 2021 from $0.1 million for the three months ended March 31, 2020.

Under the amended collaboration agreement with BeiGene, the remaining $19.8 million of deferred revenue is expected to be earned upon transfer of the know-how and materials to BeiGene related to the manufacture of BA3071.

Collaboration revenue for the three months ended June 30, 2021 was $0.3 million and consisted of revenue recognized under our legacy service contracts.

There was no revenue recognized under our collaboration with BeiGene during the three months ended June 30, 2021.

Collaboration revenue for the three months ended June 30, 2020 was $0.2 million and consisted of revenue recognized under our collaboration agreement with BeiGene.

Under the collaboration agreement with BeiGene, the remaining $19.8 million of deferred revenue is expected to be earned upon transfer of the know-how and materials to BeiGene related to the manufacture of BA3071.

Research and Development Expense

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Total research and development expenses

Research and development expenses were $10.4 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively.

The increase of $8.8 million was primarily driven by a $5.3 million increase in external costs due to manufacturing for our clinical candidates and ongoing clinical development for both BA3011 and BA3021, a $2.5 million increase related to 2020 fair value adjustments to units issued under our former profits interest plan and a $1.0 million increase in stock-based compensation due to awards issued in connection with our IPO.

Research and development expenses were $14.9 million and $2.9 million for the three months ended June 30, 2021 and 2020, respectively.

The increase of $12.0 million was primarily driven by a $8.1 million increase in external costs due to manufacturing for our clinical candidates and ongoing clinical development for BA3011 and BA3021, a $1.5 million increase in pre-clinical development for other CAB programs, a $1.1 million increase in stock-based compensation under our post-IPO equity incentive plans, a $0.9 million increase in equity-based compensation related to a decrease in the fair value of awards under our profits interest plan during the three months ended June 30, 2020, a $0.3 million increase in personnel related costs, and a $0.1 million increase and facility and other related expense.

General and Administrative Expense

General and administrative expenses were $8.4 million and $(0.5) million for the three months ended March 31, 2021 and 2020, respectively.

The increase of $8.9 million was primarily driven by a $3.7 million increase in stock-based compensation due to awards issued in connection with the IPO and for new employees, a $3.2 million increase in equity-based compensation related to 2020 fair value adjustments to units issued under our former profits interest plan, a $0.7 million increase in insurance expense, a $0.6 million increase in professional fees related to accounting and audit services, a $0.5 million increase in personnel related expenses as we expanded our administrative functions in support of our development activities, a $0.2 million increase in other expenses including corporate franchise taxes and a $0.1 million increase in depreciation expense.

These increases were offset by a $0.1 million decrease in travel related expense.

General and administrative expenses were $15.9 million and $1.8 million for the three months ended June 30, 2021 and 2020, respectively.

The increase of $14.1 million was primarily driven by a $11.1 million increase in stock-based compensation under our

post-IPO equity incentive plans, a $1.1 million increase in equity-based compensation related to a decrease in the fair value of awards under our profits interest plan during the three months ended June 30, 2020, a $0.9 million increase in personnel related expenses as we expanded our administrative functions in support of our development activities and incurred severance benefits related to the departure of one of our co-founders, a $0.8 million increase in insurance expense, a $0.1 million increase in professional fees related to accounting, audit and legal services, and a $0.1 million increase in depreciation expense.

Interest Income

Interest income was $98,000 and $5,000 for the three months ended March 31, 2021 and 2020, respectively.

The increase of $93,000 was primarily due to interest income on the proceeds we received in the IPO.

Interest income was $0.1 million and $1,000 for the three months ended June 30, 2021 and 2020, respectively.

The increase of $0.1 million was due to higher average cash and cash equivalent balances after our December 2020 IPO.

Interest Expense

Interest expense was $2,000 and $0.5 million for the three months ended March 31, 2021 and 2020, respectively.

The decrease of $0.5 million was primarily due to reduced interest expense as a result of the settlement of all of our convertible debt in July 2020.

Interest expense was $1,000 and $0.8 million for the three months ended June 30, 2021 and 2020, respectively.

The decrease of $0.8 million was due to reduced interest expense as a result of the settlement of all of our convertible debt in July 2020.

Change in Fair Value of Derivative Liability

Change in fair value of derivative liability was $0 and $47,000 for the three months ended March 31, 2021 and 2020, respectively.

The decrease of $47,000 was primarily due to the settlement of all of our convertible debt, and related embedded derivatives, in July 2020.

Change in fair value of derivative liability was $0 and $0.8 million for the three months ended June 30, 2021 and 2020, respectively.

The decrease of $0.8 million was primarily due to changes in the fair value of embedded derivatives issued in connection with our outstanding convertible promissory notes which all settled in July 2020.

Extinguishment of Convertible Debt

Extinguishment of convertible debt was $0 and $0.2 million for the three months ended June 30, 2021 and 2020, respectively.

The $0.2 million in recognized losses on extinguishment during the three months ended June 30, 2020 were related to the amendment of the terms of certain outstanding convertible promissory notes that we concluded were extinguishments.

Comparison of the Six Months Ended June 30, 2021 and 2020

Six Months Ended

(in thousands)

Collaboration revenue

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Interest expense

Change in fair value of derivative liability

Extinguishment of convertible debt

Total other income (expense)

Consolidated net loss and comprehensive loss

Collaboration Revenue

Collaboration revenue for the six months ended June 30, 2021 was $0.3 million, which consisted solely of revenue recognized under our legacy service contracts.

There was no revenue recognized under our collaboration with BeiGene during the six months ended June 30, 2021.

Collaboration revenue for six months ended June 30, 2020 was $0.3 million, which consisted of revenue recognized under our collaboration agreement with BeiGene.

Research and Development Expense

The following table summarizes our research and development expenses allocated by CAB program for the periods indicated:

Six Months Ended

(in thousands)

External expenses:

BA3011 (AXL-ADC)

BA3021 (ROR2-ADC)

Other CAB Programs

Total external expenses

Personnel and related

Equity-based compensation

Facilities and other

Total research and development expenses

Research and development expenses were $25.3 million and $4.6 million for the six months ended June 30, 2021 and 2020, respectively.

The increase of $20.7 million was primarily driven by a $12.1 million increase in external costs due to manufacturing and ongoing clinical development for our clinical programs BA3011 and BA3021, a $3.4 million increase in equity-based compensation related to a decrease in the fair value of awards under our profits interest plan during the six months ended June 30, 2020, a $2.6 million increase in pre-clinical development for our other CAB programs, a $2.1 million increase in stock-based compensation under our post-IPO equity incentive plans, a $0.4 million increase in personnel related costs, and $0.1 million increase in facility related costs.

General and Administrative Expense

General and administrative expenses were $24.2 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively.

The increase of $22.9 million was primarily driven by a $14.8 million increase in stock-based compensation under our post-IPO equity incentive plans and the modification of awards issued to one of our co-founders, a $4.2 million increase in equity-based compensation related to a decrease in the fair value of awards under our profits interest plan during the six months ended June 30, 2020, a $1.5 million increase in insurance expense, a $1.3 million increase in personnel related expenses as we expanded our administrative functions in support of our development activities and incurred severance benefits related to the departure of one of our co-founders, a $0.8 million increase in professional fees related to accounting, audit and legal services, a $0.3 million increase in other expenses including corporate franchise taxes and a $0.2 million increase in depreciation expense.

Interest Income

Interest income was $0.2 million and $6,000 for the six months ended June 30, 2021 and 2020, respectively.

The increase of $0.2 million was due to higher average cash and cash equivalent balances after our December 2020 IPO.

Interest Expense

Interest expense was $3,000 and $1.3 million for the six months ended June 30, 2021 and 2020, respectively.

The decrease of $1.3 million was due to reduced interest expense as a result of the settlement of all of our convertible debt in July 2020.

Change in Fair Value of Derivative Liability

Change in fair value of derivative liability was $0 and $0.7 million for the six months ended June 30, 2021 and 2020, respectively.

The decrease of $0.7 million was primarily due to changes in the fair value during 2020 of embedded derivatives issued in connection with our outstanding convertible promissory notes which all settled in July 2020.

Extinguishment of Convertible Debt

Extinguishment of convertible debt was $0 and $0.2 million for the six months ended June 30, 2021 and 2020, respectively.

The $0.2 million in recognized losses on extinguishment during the six months ended June 30, 2020 were related to the amendment of the terms of certain outstanding convertible promissory notes that we concluded were extinguishments.

Liquidity and Capital Resources

We have incurred aggregate net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses for the foreseeable future.

As of March 31, 2021, we had cash and cash equivalents of $221.2 million.

As of June 30, 2021, we had cash and cash equivalents of $207.6 million.

Convertible and Promissory Notes

As of December 31, 2019, we had outstanding convertible notes with an aggregate principal balance of $19.0 million and issued an additional $2.8 million of convertible notes between March and April of 2020.

All principal and accrued interest under the convertible notes was converted into our Series D preferred stock in July 2020.

All principal and accrued interest under the convertible notes was converted into our Series D convertible preferred stock in July 2020.

On April 22, 2020, we received proceeds from a loan, or PPP Loan, in the amount of $0.7 million from City National Bank, as lender, pursuant to the Paycheck Protection Program, or PPP, of the CARES Act.

The PPP Loan is evidenced by a promissory note, or Note, which contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or terms of the PPP Loan documents.

The PPP Loan matures on April 22, 2022 and bears interest at an annual rate of approximately 1%.

Beginning in August 2021, we are required to begin making monthly payments of principal and interest.

We may prepay the PPP Loan at any time prior to maturity with no prepayment penalties.

The proceeds from the PPP Loan may only be used for payroll costs (including benefits), rent and utility obligations, and interest on certain of our other debt obligations.

All or a portion of the PPP Loan may be forgiven by the U.S.

Small Business Administration, or SBA, upon application by us beginning 60 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements.

In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal.

If it is determined that we were not eligible to receive the PPP Loan, we may be subject to penalties and could be required to repay the PPP Loan in its entirety.

The PPP Loan was evidenced by a promissory note, or Note, which contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or terms of the PPP Loan documents.

The PPP Loan was scheduled to mature on April 22, 2022 with monthly payments of principal and interest scheduled to begin in August 2021.

Prepayment of the PPP Loan was permitted at any time prior to maturity with no prepayment penalties.

We applied for debt forgiveness on our PPP loan in June 2021.

On July 2, 2021, we were notified by our lender, City National Bank, that our PPP Loan had been fully forgiven by the SBA and that there was no remaining balance on the PPP Loan.

We expect to record the forgiveness as other income in July 2021.

Future Funding Requirements

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Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials.

To the extent that we raise additional capital through collaborations,

strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates.

To the extent that we raise additional capital through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates.

We may also have to forego future revenue streams of research programs at an earlier stage of development or on less favorable terms than we would otherwise choose, or have to grant licenses on terms that may not be favorable to us.

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The following summarizes our cash flows for the periods indicated:

Three Months Ended

Six Months Ended

(in thousands)

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Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2021 was $15.0 million, which consisted of a consolidated net loss of $18.7 million, a net change of $1.2 million in our operating assets and liabilities and $4.9 million of non-cash transactions.

The net change in our operating assets and liabilities was primarily due to an increase in accounts payable and accrued expenses of $0.1 million and an increase in prepaid expenses and other assets of $1.3 million.

The non-cash transactions primarily consisted of $4.6 million of stock-based compensation related to the issuance of RSUs and stock options in the fourth quarter of 2020 and non-cash charges of $0.3 million related to depreciation and amortization, offset by a $0.1 million of deferred rent.

Net cash used in operating activities for the three months ended March 31, 2020 was $3.8 million, which consisted of a consolidated net loss of $1.6 million and a net change of $3.2 million in our net operating assets and liabilities, and $5.4 million in non-cash transaction.

The net change in our operating assets and liabilities was primarily due to an increase in prepaid expenses and other assets of $0.4 million, an increase in accounts payable and accrued expenses of $2.5 million and an increase in accrued interest of $0.4 million on our outstanding convertible debt.

The $5.4 million change in non-cash transactions primarily consisted of a decrease in the profits interest liability of $5.7 million primarily due to a decrease in the fair value of the underlying awards and $0.1 million related to the change in fair value of our derivative liability and deferred rent, offset by non-cash charges of $0.2 million related to depreciation and amortization and $0.2 million of non-cash interest.

Net cash used in operating activities totaled $28.5 million for the six months ended June 30, 2021, which consisted of a consolidated net loss of $49.1 million, a net change of $3.1 million in our operating assets and liabilities and $17.5 million of non-cash transactions.

The net change in our operating assets and liabilities was primarily due to an increase in accounts payable and accrued expenses of $5.7 million, offset by an increase in prepaid expenses and other assets of $2.6 million.

The non-cash transactions primarily consisted of $16.9 million of stock-based compensation and non-cash charges of $0.6 million related to depreciation and amortization, offset by $0.1 million of deferred rent.

Net cash used in operating activities for the six months ended June 30, 2020 was $6.9 million, which consisted of a consolidated net loss of $7.8 million and a net change of $6.0 million in our net operating assets and liabilities, partially offset by a decrease of $5.0 million in non-cash transactions.

The net change in our operating assets and liabilities was primarily due to a decrease in prepaid expenses and other assets of $0.4 million, and an increase in accounts payable and accrued expenses of $5.9 million.

The $5.0 million change in non-cash transactions primarily consisted of a decrease in the profits interest liability of $7.6 million primarily due to a decrease in the fair value of the underlying awards, partially offset by accrued interest of $0.8 million on our outstanding convertible

debt, $0.7 million related to the change in fair value of our derivative liability, $0.5 million of non-cash interest, $0.4 million related to depreciation and amortization and $0.2 million related to the loss on the extinguishment of our convertible debt.

Cash Used in Investing Activities

Cash used in investing activities was $0.5 million and $20,000 for the three months ended March 31, 2021 and 2020, respectively, related to the purchase of property and equipment.

Cash (Used in) Provided by Financing Activities

Net cash used in financing activities was $1.9 million for the three months ended March 31, 2021, which consisted primarily of our payment of initial public offering costs.

Net cash provided by financing activities was $0.5 million for the three months ended March 31, 2020, which consisted primarily of proceeds from the issuance of convertible notes.

Cash used in investing activities was $0.7 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively, related to the purchase of property and equipment.

Cash Provided by (Used In) Financing Activities

Net cash used in financing activities was $1.7 million for the six months ended June 30, 2021, which consisted primarily of our payment of initial public offering costs of $1.9 million, partially offset by the proceeds from the issuance of common stock under our Employee Stock Purchase Plan of $0.2 million.

Net cash provided by financing activities was $3.4 million for the six months ended June 30, 2020, which consisted primarily of proceeds from the issuance of $2.8 million of convertible notes and a $0.7 million PPP loan.

Critical Accounting Policies and Estimates

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contained in our Annual Report on Form 10-K for the year ended December 31, 2020.

There have not been any material changes to the critical accounting policies discussed therein during the three months ended March 31, 2021.

There have not been any material changes to the critical accounting policies discussed therein during the six months ended June 30, 2021.

Off-Balance Sheet Arrangements

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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