Enliven Therapeutics, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the prospectus for our initial public offering filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, or the Securities Act, with the Securities and Exchange Commission, or SEC, on March 12, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. Overview We are a clinical-stage biopharmaceutical company dedicated to developing and commercializing novel therapeutics to treat patients suffering from rare inherited genetic disorders of hemoglobin, known as hemoglobinopathies. Our pipeline is built on the differentiated therapeutic potential of our initial product candidate, IMR-687, which is an oral, once-a-day, potentially disease-modifying treatment for sickle cell disease, or SCD, and ß-thalassemia. IMR-687 is a highly selective, potent small molecule inhibitor of phosphodiesterase- 9, or PDE9, that has a multimodal mechanism of action that acts primarily on red blood cells, and has the potential to act on white blood cells, adhesion mediators and other cell types that are implicated in these disorders. We are conducting a randomized, double-blinded, placebo-controlled Phase 2a clinical trial of IMR- 687 in adult patients with SCD. In pre-specified interim analyses from this trial, we observed proof of concept clinical activity and IMR-687 was reported to be well tolerated. We expect to report top-line data from this trial in the fourth quarter of 2020. We are also conducting an open label extension, or OLE, clinical trial, which allows patients from the Phase 2a clinical trial to continue into a long-term four-year trial to test safety and measure tolerability of IMR- 687. Details on the study and preliminary data from two patients in the OLE clinical trial is detailed below. We recently initiated a Phase 2b clinical trial of IMR-687 for the treatment of patients with SCD and a Phase 2b clinical trial of IMR-687 for the treatment of patients with ß-thalassemia. We recently dosed the first patient in the Phase 2b clinical trial of IMR-687 for the treatment of patients with SCD. We have commenced site activation and have begun screening patients for the Phase 2b clinical trial of IMR-687 for the treatment of patients with ß-thalassemia and expect to dose the first patient in the near term. We currently expect to report interim data from each of these trials in the first half of 2021. We are still evaluating the impact of the COVID-19 pandemic on these Phase 2b trials, as discussed below, and therefore, our estimated timelines for these clinical trials could be delayed . Recent Developments Open Label Extension Clinical Trial We are conducting a four-year OLE clinical trial which allows patients from the Phase 2a clinical trial to enroll in a long-term safety and tolerability study of IMR-687 following completion of the Phase 2a clinical trial of IMR-687 in SCD. The OLE clinical trial was initially designed so that patients were administered a daily dose of 100 mg of IMR-687, and in the second quarter of 2020, a protocol amendment increased the daily dose to 200 mg. Patients from the combination sub-study continue to receive the same dose of HU that they received while on the Phase 2a clinical trial throughout the duration of the OLE clinical trial. As the Phase 2a clinical trial has neared completion, we have seen increased enrollment in the OLE clinical trial, with six of the eight currently enrolled patients having started the OLE clinical trial since the beginning of June 2020. We plan to analyze data from OLE clinical trial patients at approximately six-month intervals and two patients have crossed that threshold. Patient #1 completed one year of treatment on the OLE clinical trial in June 2020. This patient was originally randomized to the 100 mg/200 mg dose group in the monotherapy sub-study of the Phase 2a clinical trial, in which the patient received IMR-687 for six months through May 2019, and then transitioned to the OLE clinical trial in June 2019, after a washout period of approximately one month. As of June 2020, the patient had been on IMR-687 for 18 months, either as part of the Phase 2a clinical trial (six months) or as part of the OLE clinical trial (additional 12 months). A comparison of data for the 18-month period while the patient has been on IMR-687 versus information from a retrospective review of the patient’s medical records for the 18 months prior to initiation of IMR-687 indicate potential benefits of IMR-687 for this patient with respect to reported vaso-occlusive crises, or VOCs, trends, healthcare facility use and disease biomarkers. In the 18-month period on IMR-687, the patient had a 55% (38 to 17) reduction in reported VOCs, as compared to the 18-month period prior to IMR-687 administration. Furthermore, reported VOCs that resulted in emergency department, or ED, visits and out-patient visits decreased by 55% (22 to 10 visits) and 50% (14 to 7 visits) respectively, in the 18-month period on IMR-687 versus the 18-month period prior to initial IMR-687 administration. Reported VOCs that resulted in hospitalization decreased from two in the 18-month period prior to IMR-687 administration to zero in the 18-month period on IMR-687. 17 A review of reported VOCs during the 18-month period on IMR-687 showed a decreased incidence of VOCs with increased time on IMR-687. In the first six months on IMR-687, the patient repor ted nine VOCs. In the next six months, the patients reported six VOCs, and in the last six months of the 18-month period, the patient reported two VOCs. Additionally, reported VOCs that resulted in ED visits dropped from five in the first and second six- month periods to zero in the most recent six-month period (100% reduction). P atient s are also administered the ASCQ-Me questionnaire, a N ational I nstitutes of H ealth validated SCD questionnaire, for the first time in the OLE clinical trial at the 12 - month OLE visit. The ASCQ-ME questionnaire reports patient outcomes across seven domains (emotional, social functioning, pain, stiffness, sleep, pain episode frequency and pain episode severity). Examination of ASCQ-Me scores after 1 8 months of IMR-687 treatme nt for this patient showed improvement in five of the seven domains when compared to ASCQ-Me scores at the start of the Phase 2a clinical trial , including improvement in pain episode frequency and pain episode severity . The re was no change in score from t he baseline Phase 2a clinical trial measurements with respect to social functioning and the emotional domain score was the only domain score to regress when compared to the baseline Phase 2a clinical trial measurements. We also observed improvement across key SCD disease biomarkers in the first patient. A comparison of the patient’s lab values from the most recent OLE clinical trial visit in June 2020 to the patient’s baseline lab values at the start of the Phase 2a clinical trial are summarized in the table below: Biomarker (Unit) Pre-Treatment Baseline in Ph 2a Last OLE Visit Absolute Change Percentage Change F-cell percentage (%) 26.1 46.3 20.2 +77% HbF percentage (%) 12.3 16.2 3.9 +32% Hb (g/dL) 7.6 8.6 1.0 +13% MCV (fL) 86.8 90.3 3.5 +4% Percent reticulocytes (%) 15 10 5.0 -33% Absolute reticulocyte count (×10 9 /L) 408 320 88 -22% Indirect bilirubin (µmol/L) 29 25 4 -14% LDH (U/L) 306 296 10.0 -3% Note: The % unit for F-cells, HbF, and reticulocytes represents percentage points for absolute change values and % for percentage (relative) change values. Patient #2 completed six months on the OLE clinical trial in August 2020. This patient entered the Phase 2a clinical trial as part of the HU combination sub-study and was randomized to the placebo dose group, and therefore never received IMR-687 during the Phase 2a clinical trial. The patient started the OLE clinical trial 14 months after completing the Phase 2a clinical trial in December 2018 but remained on a stable HU dose (3000mg daily) during this period and while on the OLE clinical trial. A comparison of VOC data for the six-month OLE clinical trial period versus information from a retrospective review of the patient’s medical records for the six month period prior to initiation of the OLE clinical trial indicate potential benefits of IMR-687 being administered in combination with HU. There were zero VOCs during the six-month period on the OLE clinical trial as compared to 15 reported VOCs in the previous six months while on HU alone. In addition to the observed reductions in reported VOCs, we saw improvement across SCD disease biomarkers in this second patient. A comparison of the patient’s lab values from the most recent OLE clinical trial visit in July 2020, to the patient’s baseline lab values at the start of the OLE clinical trial are summarized below: Biomarker (Unit) Pre-Treatment Baseline in OLE Last OLE Visit Absolute Change Percentage Change F-cell percentage (%) 59.7 80.9 21.2 +35.5% HbF percentage (%) 20.7 29.7 9.0 +43.5% Hb (g/dL) 9.9 10.7 0.8 +8.1% MCV (fL) 111.9 122.1 10.2 +9.1% Percent reticulocytes (%) 4.2 3.8 0.4 -9.5% Absolute reticulocyte count (×10 9 /L) 102.5 89.8 12.7 -12.4% Indirect bilirubin (µmol/L) 12 11 1.0 -8.3% LDH (U/L) 332 245 87 -26.2% Note: The % unit for F-cells, HbF, and reticulocytes represents percentage points for absolute change values and % for percentage (relative) change values 18 We caution that this data is based upon only two patients at specified intervals in the OLE clinical trial, and reported VOC comparisons involve retrospective reviews of the patients’ medical records, and is therefore not a statistical approach. As a result , we cannot assure you that future data on these patients will continue to be favorable or that data on other patients in the OLE clinical trial will demonstrate potential benefit of IMR-687 . Heart Failure In the second quarter of 2020, we began preclinical research to study IMR-687 in heart failure with preserved ejection fraction, or HFpEF, with the Necker Institute of Paris, France. Published literature suggests that the inhibition of PDE9, and resulting increases in cyclic guanosine monophosphate, or cyclic GMP, through natriuretic peptide modulation, can serve as an attractive target for the prevention and treatment of vascular disease, including HFpEF. In connection with this program, we formed an advisory board co-chaired by Thomas Wang, MD (UT Southwestern Medical Center) and Deepak Gupta, MD MSCI (Vanderbilt University Medical Center). In addition, they have assembled a group of key opinion leaders in heart failure from Vanderbilt University Medical Center (JoAnn Lindenfeld, MD, Anna Hemnes, MD, Sheila Collins, PhD, Frank Harrell Jr., PhD), UT Southwestern Medical Center (Joseph Hill, MD PhD), Mayo Clinic (Maggie Redfield, MD), and Northwestern University (Sanjiv Shah, MD) to further advise about potential development of IMR-687 in this indication. Financial Overview Since our inception in 2016, our operations have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio and performing research and development of IMR-687. To date, we have funded our operations primarily through the sale of common stock in our initial public offering, or IPO, and the sale of convertible preferred stock. In March 2020, we completed an IPO of our common stock and issued and sold 4,700,000 shares of common stock at a public offering price of $16.00 per share, resulting in gross proceeds of $75.2 million. In April 2020, the underwriters exercised their option to purchase additional shares in full to purchase 705,000 additional shares of common stock for aggregate gross proceeds of $11.3 million. Inclusive of the underwriters’ option to purchase additional shares, we received approximately $76.5 million in net proceeds from the IPO after deducting $10.0 million of underwriting discounts and commissions and offering expenses. Upon completion of the IPO, all 70,378,661 shares of outstanding convertible preferred stock automatically converted into 11,172,955 shares of common stock. In February 2020 we effected a 1-for-6.299 reverse stock split of our common stock. All historical share and per share information shown herein and in our unaudited condensed financial statements and related notes have been retroactively adjusted to give effect to the reverse stock split. We have incurred significant operating losses since inception. Our losses from operations were $10.3 million and $17.7 million for the three and six months ended June 30, 2020, respectively, and $5.6 million and $9.8 million for the three and six months ended June 30, 2019, respectively. As of June 30, 2020, we had an accumulated deficit of approximately $72.2 million. We expect to continue to incur significant operating losses for the foreseeable future, as we advance IMR-687 and any product candidates we may develop in the future from discovery through preclinical development and clinical trials and seek regulatory approval of our product candidates. We expect to incur significant expenses related to maintaining and expanding our intellectual property portfolio, hiring additional research and development and business personnel and operating as a public company. In addition, our losses from operations may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenditures on other research and development activities. We do not have any products approved for sale. We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for IMR-687 or any future product candidate. In addition, if we obtain regulatory approval for IMR-687 or any future product candidate and to the extent that we engage in commercialization activities on our own, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing, manufacturing, and distribution activities. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We may be unable to raise additional funds or enter into other arrangements when needed on acceptable terms, or at all. Our failure to raise capital or enter into such agreements as, and when, needed, could have a material adverse effect on our business, results of operations, and financial condition. We will need to generate significant revenue to achieve profitability, and we may never do so. 19 Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations . As of June 30, 2020, we had $106.3 million in cash, cash equivalents and investments. We believe that our existing cash, cash equivalents and investments will enable us to fund our operating expenses and capital expenditure requirements into mid-2022. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “—Liquidity and Capital Resources.” Impact of COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic is ongoing and its impact continues to evolve as of the date of this Quarterly Report on Form 10-Q. We are actively monitoring the impact of the COVID-19 pandemic on our financial condition, liquidity, operations, suppliers, industry and workforce. Although we have not experienced any significant adverse impact from the COVID-19 pandemic on our financial condition, results of operations or liquidity to date and while we have not experienced any noticeable increase in the patient discontinuation rate from our ongoing Phase 2a clinical trial of IMR-687 in SCD, the COVID-19 pandemic has resulted in minor disruptions to our clinical trial operations, including some missed and incomplete patient visits in our ongoing Phase 2a clinical trial of IMR-687 in SCD, as well as site activation and enrollment delays and delays in review of our regulatory submissions with respect to our Phase 2b clinical trials of IMR-687 in SCD and ß-thalassemia. In addition, most of our employees are currently working remotely, and we are temporarily restricting travel and attendance at industry events by our employees. The COVID-19 pandemic has also resulted in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition and on the market price of our common stock Our financial condition, results of operations and liquidity could be negatively impacted by the COVID-19 pandemic in future periods. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the continued severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. As the COVID-19 pandemic continues, it may have an adverse effect on our results of future operations, financial position, and liquidity, and even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future. Lundbeck License Agreement In April 2016, we entered into an agreement with H. Lundbeck A/S, or Lundbeck, for a worldwide license under certain patent rights and certain know-how owned or otherwise controlled by Lundbeck within the field of prevention, treatment or diagnosis of hemoglobinopathy disorders and/or other diseases or disorders, including those directly or indirectly related to hemoglobinopathies, which we refer to as the field. The agreement grants us an exclusive license under the licensed technology, including the right to grant sublicenses with certain restrictions, to research, develop, make, have made, use, sell, have sold, offer to sell, import, export and commercialize any product comprising or containing certain PDE9 inhibitors, in the field. The agreement also grants us a non-exclusive license under the licensed technology to research and develop, and make, have made, use, import and export for purposes of enabling such research and development, enhancements, improvements, modifications or derivatives to licensed products, until but not beyond a specified pre-commercialization developmental stage with respect to each such enhancement, improvement, modification or derivative. Under the agreement, we have made cash payments totaling $1.8 million to date, consisting of an upfront payment and ongoing milestone payments, and also issued shares of our common stock as described in Note 13, Related Party Transactions, to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. We are obligated to make milestone payments to Lundbeck aggregating up to $23.5 million upon the achievement of specified clinical, regulatory and first commercial sale milestones by any licensed product and $11.8 million upon the achievement of specified clinical, regulatory and first commercial sale milestones by any IMARA product that is or comprises a PDE9 inhibitor but is not a licensed product, or a PDE9 product, if any. We are obligated to pay tiered royalties of low-to-mid single-digit percentages to Lundbeck based on our, and any of our affiliates’ and sublicensees’, net sales of licensed products, and tiered royalties of low single-digit percentages to Lundbeck based on our, and any of our affiliates’ and sublicensees’, net sales of PDE9 products, if any. 20 Financial Operations Overview Revenue We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future, if at all. If our development efforts for IMR-687 or additional product candidates that we may develop in the future are successful and result in marketing approval or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from such collaboration or license agreements. Operating Expenses Research and Development. Research and development expenses consist primarily of costs incurred in connection with the preclinical and clinical development and manufacture of IMR-687, and include: • personnel-related expenses, including salaries, benefits and stock-based compensation expenses, for individuals involved in research and development activities; • external research and development expenses incurred under agreements with contract research organizations, or CROs, investigative sites, and consultants that conduct our preclinical studies and clinical trials and other scientific development services; • costs incurred under agreements with contract manufacturing organizations, or CMOs, for developing and manufacturing material for our preclinical studies and clinical trials; • costs related to compliance with regulatory requirements; • milestone fees incurred in connection with our current license agreement with Lundbeck; and • facilities and other allocated expenses, which include direct and allocated expenses for rent, insurance and other operating costs. We expense research and development costs as incurred. We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors and our clinical investigative sites. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our unaudited condensed consolidated financial statements as prepaid expenses or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized, even when there is no alternative future use for the research and development. The capitalized amounts are expensed as the related goods are delivered or the services are performed. A significant portion of our research and development costs have been external costs, which we track after a clinical product candidate has been identified. Our internal research and development costs are primarily personnel-related costs and other indirect costs. Our research and development expenses to-date have been incurred in connection with our development of IMR-687 in SCD and β-thalassemia. We do not intend to track our internal research and development expenses on a program-by-program basis as our personnel are deployed across multiple projects under development. Research and development activities are central to our business model. 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. We expect research and development costs to increase significantly for the foreseeable future as we continue the development of IMR-687 and any product candidates we may develop in the future. However, we do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of IMR-687 and any product candidates we may develop in the future, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. Additionally, future commercial and regulatory factors beyond our control will impact our clinical development program and plans. 21 The following table summari zes our research and development expenses for the three and six months ended June 30 , 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (in thousands) IMR-687 $ 6,038 $ 3,250 $ 10,527 $ 6,273 Personnel expenses (including stock-based compensation) 1,674 833 2,793 1,221 Other expenses 157 283 342 432 Total research and development expenses $ 7,869 $ 4,366 $ 13,662 $ 7,926 The successful development of IMR-687 and any product candidates we may develop in the future is highly uncertain. Therefore, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development and commercialization of IMR-687 or any future product candidates. We are also unable to predict when, if ever, material net cash inflows will commence from the sale of IMR-687 or potential future product candidates, if approved. This is due to the numerous risks and uncertainties associated with developing product candidates, including the uncertainty of: • the impact of the ongoing COVID-19 pandemic and our response to it; • the timing and progress of preclinical and clinical development activities; • the number and scope of preclinical and clinical programs we decide to pursue; • our ability to maintain our current research and development programs and to establish new ones; • establishing an appropriate safety profile with investigational new drug application, or IND, enabling studies; • successful patient enrollment in, and the initiation of, clinical trials; • the successful completion of clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the U.S. Food and Drug Administration, or FDA, or any comparable foreign regulatory authority; • the timing, receipt and terms of any regulatory approvals from applicable regulatory authorities; • our ability to establish new licensing or collaboration arrangements; • the performance of our future collaborators, if any; • establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers; • obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; • launching commercial sales of our product candidates, if approved, whether alone or in collaboration with others; and • maintaining a continued acceptable safety profile of the product candidates following approval. Any changes in the outcome of any of these variables with respect to the development of IMR-687 or any future product candidates could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the FDA or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any of our planned clinical trials, we could be required to expend significant additional financial resources and time to complete clinical development of that product candidate. We may never obtain regulatory approval for any of our product candidates. Drug commercialization will take several years and millions of dollars in development costs. General and Administrative. General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits, and stock-based compensation expenses for personnel in executive, finance, accounting, human resources and other administrative functions. Other significant general and administrative expenses include legal fees relating to patent, intellectual property and corporate matters, and fees paid for accounting, consulting and other professional services. We anticipate that our general and administrative expenses will increase in the future as our business expands to support our continued research and development activities, including our future clinical programs. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, among other expenses. We also anticipate increased expenses associated with being a public company, including costs for audit, legal, regulatory, and tax-related services related to compliance with the rules and regulations of the Securities and Exchange Commission, or SEC, listing standards applicable to companies listed on a national securities exchange, director and officer insurance premiums and investor relations costs. In addition, if we obtain regulatory approval for IMR-687 or any future product candidate and to the extent that we engage in commercialization activities on our own, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing and distribution activities. 22 Total Other Income, N et Total Other Income), Net. Total o ther income, net primarily consists of interest earned on our cash, cash equivalents and investments, offset by amortization and accretion on investments and foreign currency translation adjustments. Results of Operations Comparison of the Three Months Ended June 30, 2020 and 2019 The following table summarizes our results of operations for the three months ended June 30, 2020 and 2019: Three Months Ended June 30, Change 2020 2019 $ (in thousands) Operating expenses: Research and development $ 7,869 $ 4,366 $ 3,503 General and administrative 2,433 1,191 1,242 Total operating expenses 10,302 5,557 4,745 Loss from operations (10,302 ) (5,557 ) (4,745 ) Total other income, net 98 160 (62 ) Net loss $ (10,204 ) $ (5,397 ) $ (4,807 ) Research and Development Expenses Research and development expenses increased by approximately $3.5 million from $4.4 million for the three months ended June 30, 2019 to $7.9 million for the three months ended June 30, 2020. The increase in research and development expenses was primarily attributable to the following: • a $2.8 million increase in costs related to the development and manufacturing of clinical materials, clinical research and oversight of our clinical trials and investigative fees for IMR-687; • a $0.8 million increase in personnel-related costs, including a $0.1 million increase in stock-based compensation expense, primarily due to an increase in headcount to support the growth of our research and development efforts; and • a $0.1 million decrease in other research and development operational costs, including facilities, supplies, and travel. General and Administrative Expenses General and administrative expenses increased by approximately $1.2 million from $1.2 million for the three months ended June 30, 2019 to $2.4 million for the three months ended June 30, 2020. The increase in general and administrative expenses was primarily attributable to the following: • a $0.8 million increase in other general and administrative operational costs, including facilities, rent and increased insurance cots as a result of operating as a public company; and • a $0.4 million increase in personnel costs, including a $0.2 million increase in stock-based compensation expense, primarily due to an increase headcount. Total Other Income, Net Total other income, net was $0.1 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively. In June 2019, we invested our cash in money market funds and available-for-sale securities and our total other income (expense), net of $0.1 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively, consisted primarily of interest earned on our cash, cash equivalents and investments. 23 Comparison of the Six Months Ended June 30 , 20 20 and 2019 The following table summarizes our results of operations for the six months ended June 30, 2020 and 2019: Six Months Ended June 30, Change 2020 2019 $ (in thousands) Operating expenses: Research and development $ 13,662 $ 7,926 $ 5,736 General and administrative 3,992 1,825 2,167 Total operating expenses 17,654 9,751 7,903 Loss from operations (17,654 ) (9,751 ) (7,903 ) Total other income, net 235 160 75 Net loss $ (17,419 ) $ (9,591 ) $ (7,828 ) Research and Development Expenses Research and development expenses increased by approximately $5.7 million from $7.9 million for the six months ended June 30, 2019 to $13.7 million for the six months ended June 30, 2020. The increase in research and development expenses was primarily attributable to the following: • a $4.3 million increase in costs related to the development and manufacturing of clinical materials, clinical research and oversight of our clinical trials and investigative fees for IMR-687; • a $1.5 million increase in personnel-related costs, including a $0.3 million increase in stock-based compensation expense, primarily due to an increase in headcount to support the growth of our research and development efforts; and • a $0.1 million decrease in other research and development operational costs, including facilities, supplies, and travel. General and Administrative Expenses General and administrative expenses increased by approximately $2.2 million from $1.8 million for the six months ended June 30, 2019 to $4.0 million for the six months ended June 30, 2020. The increase in general and administrative expenses was primarily attributable the following: • a $1.2 million increase in other general and administrative operational costs, including facilities, rent and increased insurance costs as a result of operating as a public company; • a $0.9 million increase in personnel costs, including a $0.4 million increase in stock-based compensation expense, primarily due to an increase headcount; and • a $0.1 million increase in consulting and professional fees, including legal, business development, accounting and audit fees. Total Other Income, Net Total other income, net was $0.2 million and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. In June 2019, we invested our cash in money market funds and available-for-sale securities and our total other income (expense), net for the six months ended June 30, 2020 and 2019, respectively, consisted primarily of interest earned on our cash, cash equivalents and investments. 24 Liquidity and Capital Resources Sources of Liquidity Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized IMR-687, which is in clinical development, and we do not expect to generate revenue from sales of IMR-687 or any product candidates we may develop in the future for several years, if at all. Through June 30, 2020, we have funded our operations primarily through the sale of common stock in our IPO and sale of convertible preferred stock. On February 25, 2020, we raised $17.1 million in gross proceeds from the issuance of 1,562,994 shares of Series B Preferred Stock upon a waiver of specified milestone conditions from the holders of a majority of the shares then held by the holders of Series B Preferred Stock. On March 16, 2020, we completed an IPO of our common stock and issued and sold 4,700,000 shares of common stock at a public offering price of $16.00 per share, resulting in gross proceeds of $75.2 million. On April 13, 2020, the underwriters exercised their option in full to purchase 705,000 additional shares of common stock for aggregate gross proceeds of $11.3 million. Inclusive of the underwriters’ option to purchase additional shares, we received approximately $76.5 million in net proceeds from the IPO after deducting $10.0 million of underwriting discounts and commissions and offering expenses. As of June 30, 2020, we had $106.3 million in cash, cash equivalents and investments. While we do not currently expect that the COVID-19 pandemic will have a material adverse impact on our short-term or long-term liquidity, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. See “Impact of COVID-19 Pandemic.” Cash Flows The following table provides information regarding our cash flows for the six months ended June 30, 2020 and 2019: Six Months Ended June 30, 2020 2019 (in thousands) Net cash used in operating activities $ (18,783 ) $ (7,555 ) Net cash used in investing activities (27,651 ) (81 ) Net cash provided by financing activities 96,149 45,575 Net increase in cash, cash equivalents, and restricted cash $ 49,715 $ 37,939 Net Cash Used in Operating Activities Net cash used in operating activities for the six months ended June 30, 2020 was $18.8 million primarily due to our net loss of $17.4 million and net cash outflow from a change in working capital of $2.3 million, partially offset by stock-based compensation expense of $0.9 million. Net cash used in operating activities for the six months ended June 30, 2019 was $7.6 million primarily due to our net loss of $9.6 million, partially offset by an increase in stock-based compensation expense of $0.3 million, as well as a net cash inflow of $1.7 million related to changes in working capital. Net Cash Used by Investing Activities Net cash used in investing activities for the six months ended June 30, 2020 was $27.7 million due to purchases of marketable securities of $41.8 million, partially offset by proceeds from sales and maturities of short-term investments of $14.2 million and purchases of equipment. Net cash used in investing activities for the six months ended June 30, 2019 was $0.1 million due to purchases of property and equipment related to our new operating lease, which we occupied in August 2019. Net Cash Provided by Financing Activities Net cash provided by financing activities for the six months ended June 30, 2020 was $96.1 million, primarily due to $80.4 million of net proceeds received from our IPO, after deducting underwriting discounts and commissions, $17.1 million of cash inflow resulting from sale of Series B Preferred Stock in February 2020, and $0.2 million of proceeds from option exercises. The proceeds from our IPO were partially offset by payments of $1.6 million of issuance costs. Net cash provided by financing activities for the six months ended June 30, 2019 was $45.6 million resulting primarily from the issuance of our Series B preferred stock in March and May of 2019. 25 Funding Requirements We expect our expenses to increase substantially in connection with our ongoing research and development activities, particularly as we continue research and development, initiate clinical trials, and seek marketing approval for IMR-687 and any of our future product candidates. In addition, we expect to incur additional costs associated with operating as a public company. Our expenses will also increase if, and as, we: • navigate the impacts of COVID-19 and our response to it; • continue to advance clinical development of IMR-687, including our ongoing Phase 2a and OLE clinical trials in patients with SCD and our recently initiated Phase 2b clinical trials of IMR-687 in patients with SCD and β-thalassemia; • expand our planned research and development efforts for IMR-687 and pursue preclinical and potentially clinical activities for HFpEF; • continue to incur third-party manufacturing costs to support our clinical trials of IMR-687 and, if approved, commercialization; • seek regulatory and marketing approvals for IMR-687; • establish a sales, marketing and distribution infrastructure to commercialize IMR-687, if approved; • commence development activities for any additional product candidates we may identify; • acquire or in-license products, product candidates, technologies and/or data referencing rights; • maintain, expand, enforce, defend and protect our intellectual property; • hire additional clinical, quality control, manufacturing and other scientific personnel; • add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts and our operations as a public company; and • make any milestone payments to Lundbeck under our exclusive license agreement with Lundbeck, upon the achievement of specified clinical or regulatory milestones. Based on our current operating plan, we expect our existing cash, cash equivalents and investments will enable us to fund our operating expenses and capital expenditure requirements into mid-2022. However, we have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on, and could increase significantly as a result of, many factors, including: • the impact of the COVID-19 pandemic and our response to it; • the time and cost necessary to complete our ongoing Phase 2a and OLE clinical trials of IMR-687 in patients with SCD, to initiate and complete our Phase 2b clinical trials of IMR-687 in patients with SCD and β-thalassemia, to initiate and complete one or more pivotal clinical trials of IMR-687, and to pursue regulatory approvals for IMR-687, and the costs of post-marketing studies that could be required by regulatory authorities; • our ability to advance IMR-687 in HFpEF through preclinical and, potentially, clinical development, and the timing and scope of these research and development activities; • the costs of obtaining clinical and commercial supplies of IMR-687 and any other product candidates we may identify and develop; • our ability to successfully commercialize IMR-687 and any other product candidates we may identify and develop; • the manufacturing, selling and marketing costs associated with IMR-687 and any other product candidates we may identify and develop, including the cost and timing of establishing our sales and marketing capabilities; • the amount and timing of sales and other revenues from IMR-687 and any other product candidates we may identify and develop, including the sales price and the availability of coverage and adequate third-party reimbursement; • the time and cost necessary to respond to technological and market developments; • the extent to which we may acquire or in-license other product candidates and technologies; • our ability to attract, hire and retain qualified personnel; and • the costs of maintaining, expanding and protecting our intellectual property portfolio. 26 A change in the outcome of any of these or other variables with respect to the development of IMR-687 or any product candidate we may develop in the future could significantly change the costs and timing associated with the development of that product cand idate. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans. Until such time, if ever, as we can generate substantial product revenue s, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We currently have no credit facility or committed sources of capital. To the extent that we r aise additional capital through the sale of equity or convertible debt securities, the ownership interests of our existing stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affe ct the rights of such stockholders. Additional debt financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declar ing dividends, that could adversely impact our ability to conduct our business. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research program or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. Off-balance Sheet Arrangements We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules. Contractual Obligations During the three and six months ended June 30, 2020, there have been no material changes to our contractual obligations outside the ordinary course of business from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations” in our final prospectus for our IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on March 12, 2020. Critical Accounting Policies and Estimates This management’s discussion and analysis is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reported periods. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, will be reflected in the unaudited condensed consolidated financial statements prospectively from the date of change in estimates. During the three and six months ended June 30, 2020, there were no material changes to our critical accounting policies from those described in our audited consolidated financial statements for the year ended December 31, 2019 included in our Registration Statement on Form S-1/A, filed with the SEC on March 10, 2020. Recent Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. Emerging Growth Company Status We are an “emerging growth company,” or EGC, under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of delayed adoption of new or revised accounting standards and, therefore, we will be subject to the same requirements to adopt new or revised accounting standards as private entities. 27 As an EGC, we may take advantage of certain exemptions an d reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an EGC: • we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations within registration statements; • we may avail ourselves of the exemption from providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; • we may avail ourselves of the exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis; • we may provide reduced disclosure about our executive compensation arrangements; and • we may not require nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments. We will remain an EGC until the earliest of (i) December 31, 2025, (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous rolling three-year period, or (iv) the date on which we are deemed to be a large accelerated filer under the Securities Exchange Act of 1934, as amended, or the Exchange Act.