What changed in this filing

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Item 1. Financial Statements

2020-08-06 compared with 2020-05-07 · 320 added, 71 removed, 345 unchanged (53% of the section changed)

24 unchanged sentences

10,000,000 shares authorized

as of March 31, 2020 and December 31, 2019, respectively;

as of June 30, 2020 and December 31, 2019, respectively;

zero shares issued and

outstanding as of March 31, 2020 and December 31, 2019, respectively;

liquidation value of $0 as of March 31, 2020 and December 31, 2019, respectively

outstanding as of June 30, 2020 and December 31, 2019, respectively;

liquidation value of $0 as of June 30, 2020 and December 31, 2019, respectively

Common stock, $0.0001 par value;

200,000,000 shares

authorized as of March 31, 2020 and December 31, 2019, respectively;

authorized as of June 30, 2020 and December 31, 2019, respectively;

25,394,190 shares issued and 25,071,337 shares outstanding, excluding 322,853 shares

subject to repurchase as of March 31, 2020;

subject to repurchase as of June 30, 2020;

22,989,987 shares issued

3 unchanged sentences

Accumulated deficit

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total stockholders’ equity

4 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

14 unchanged sentences

(In thousands)

Three Months Ended March 31,

Other comprehensive loss:

Unrealized loss on available-for-sale investments

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive gain (loss):

Unrealized gain on available-for-sale investments

Cumulative translation adjustments

15 unchanged sentences

Balance as of March 31, 2020

Issuance of common stock in connection with common stock option exercises

Restricted common stock vested in the period

Stock-based compensation

Other comprehensive income

Balance as of June 30, 2020

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

Mirum Pharmaceuticals, Inc.

9 unchanged sentences

Balance as of March 31, 2019

Restricted common stock vested in the period

Issuance of Series A redeemable convertible preferred stock at $1.00259507 per share, net of issuance costs of $23

Stock-based compensation

Other comprehensive income

Balance as of June 30, 2019

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

13 unchanged sentences

Proceeds from paydowns of investments

Purchase of investments

Purchase of property and equipment

1 unchanged sentence

Financing activities

Proceeds from issuance of preferred stock, net of issuance costs

Payment of deferred offering costs

Proceeds from issuance of common stock in public offering, net of issuance costs

Proceeds from issuance of common stock pursuant to equity award plans

Net cash provided by financing activities

5 unchanged sentences

Operating lease right-of-use asset obtained in exchange for operating lease liability

Property and equipment purchases included in accounts payable

Landlord paid tenant improvements

19 unchanged sentences

The Company has a limited operating history, has incurred significant operating losses since its inception, and the revenue and income potential of the Company’s business and market are unproven.

As of March 31, 2020, the Company had an accumulated deficit of $91.2 million and cash, cash equivalents and investments of $166.1 million, which is available to fund future operations.

The Company believes that its cash, cash equivalents and investments as of March 31, 2020 provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of the accompanying unaudited condensed consolidated financial statements.

As of June 30, 2020, the Company had an accumulated deficit of $114.5 million and cash, cash equivalents and investments of $149.3 million, which is available to fund future operations.

The Company believes that its cash, cash equivalents and investments as of June 30, 2020 provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of the accompanying unaudited condensed consolidated financial statements.

As such, the unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development activities.

Summary of Significant Accounting Policies

Summary of Significant Ac counting Policies

Basis of Presentation

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To slow the proliferation of COVID-19, governments have implemented extraordinary measures, which include the mandatory closure of businesses, restrictions on travel and gatherings, and quarantine and physical distancing requirements.

The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including clinical trials delays and costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets.

There were no significant estimates contained in the preparation of the Company’s consolidated financial statements or impacts to the Company’s consolidated financial statements for the three months ended March 31, 2020 that were directly a result of the COVID-19 pandemic.

The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including clinical trial delays and costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets.

There were no significant estimates contained in the preparation of the Company’s consolidated financial statements or impacts to the Company’s consolidated financial statements for the three or six months ended June 30, 2020 that were directly a result of the COVID-19 pandemic.

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2020, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited financial statements included in the Annual Report.

There have been no significant changes to the accounting policies during the six months ended June 30, 2020, as compared to the significant accounting policies described in Note 2 of the “Notes to Consolidated Financial Statements” in the Company’s audited consolidated financial statements included in the Annual Report.

Net Loss Per Share

3 unchanged sentences

Since the Company had a net loss in each of the periods presented, basic and diluted net loss per share were the same.

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods present ed due to their anti-dilutive effect:

As of March 31,

The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:

As of June 30,

As of December 31,

1 unchanged sentence

Common stock subject to repurchase

Employee Stock Purchase Plan Contingently Issuable

Recently Adopted Accounting Pronouncements

4 unchanged sentences

There was no impact on the accompanying unaudited condensed consolidated financial statements as of the adoption date, January 1, 2020.

Other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

10 unchanged sentences

2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 842), which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off.

In March 2020, the FASB issued ASU No.

2020-3, Codification Improvements to Financial Instruments which makes narrow-scope improvements to various financial instruments topics, including the new credit losses standard and clarifies the following areas (i) the contractual term of a net investment in a lease should be the contractual term used to measure expected credit losses;

(ii) when an entity regains control of financial assets sold, an allowance for credit losses should be recorded.

The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies.

Early adoption is permitted.

As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023.

1 unchanged sentence

In December 2019, the FASB issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes (Topic 740) .

2019-12, Simplifying the Accounting for Income Tax es (Topic 740) .

The guidance eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods.

This guidance also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

This guidance also includes guidance to reduce complexity in certa in areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020.

1 unchanged sentence

The Company is currently evaluating the impact this change will have on its consolidated financial statements.

Fair Value Measurement s

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2020 and December 31, 2019 are presented in the following table (in thousands):

March 31, 2020

Fair Value Measurements

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of June 30, 2020 and December 31, 2019 are presented in the following table (in thousands):

June 30, 2020

Financial assets:

11 unchanged sentences

Asset-backed securities

The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of March 31, 2020 and December 31, 2019 approximate their related fair values due to the short-term maturities of these instruments.

The carrying amounts of certain financial instruments such as cash and cash equivalents, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of June 30, 2020 and December 31, 2019 approximate their related fair values due to the short-term maturities of these instruments.

The fair value of certain financial instruments was measured and classified within Level 1 of the fair value hierarchy based on quoted prices.

2 unchanged sentences

The fair value and amortized cost of cash equivalents and available-for-sale investments by major security type are presented in the following table (in thousands):

March 31, 2020

June 30, 2020

Cash equivalents and investments:

23 unchanged sentences

Total cash equivalents and investments

As of March 31, 2020, the remaining contractual maturities of available-for-sale debt securities were as follows (in thousands):

As of June 30, 2020, the remaining contractual maturities of available-for-sale debt securities were as follows (in thousands):

Due within one year

One to two years

During the three months ended March 31, 2020, there have been no significant realized gains or losses on available-for-sale investments.

During the three months ended March 31, 2020, the Company did not recognize any other-than-temporary impairment losses.

During the three and six months ended June 30, 2020 and 2019, there have been no significant realized gains or losses on available-for-sale investments , and the Company did not recognize any other-than-temporary impairment losses.

Accrued Expenses

18 unchanged sentences

Clarifying the Definition of a Business .

The assets acquired in the transaction were measured based on the upfront payment to Shire and the fair value of the common stock shares issued to Shire, as the fair valu e of the consideration given was more readily determinable than the fair value of the assets received.

Because the assets had not yet received regulatory approval and have no alternative future use, the fair value attributable to these assets w ere initiall y recorded as in process research and development expenses .

The assets acquired in the transaction were measured based on the upfront payment to Shire and the fair value of the common stock shares issued to Shire, as the fair value of the consideration given was more readily determinable than the fair value of the assets received.

Because the assets had not yet received regulatory approval and have no alternative future use, the fair value attributable to these assets were initially recorded as in process research and development expenses.

The Company is also obligated to pay Shire up to an aggregate of $109.5 million upon the achievement of certain clinical development and regulatory milestones for maralixibat in certain indications and an additional $25.0 million upon regulatory approval of maralixibat for each and every other indication.

5 unchanged sentences

In July 2019, the Company achieved a development milestone related to the initiation of the Phase 3 MARCH-PFIC clinical trial and made a $2.5 million payment to Shire.

As of March 31, 2020, no additional milestones had been accrued as there were no other potential milestones yet considered probable.

As of June 30, 2020, no additional milestones had been accrued as there were no other potential milestones yet considered probable.

In January 2019, the Company also entered into a Transition Services Agreement (“TSA”) with Shire, which covered services provided by Shire to transfer the research and development activities and the related know-how from Shire to the Company, including continuation of work on any existing clinical trials and manufacturing activities until fully transferred.

All transition services were completed and all pass-through costs were settled as of June 30, 2019.

As such, for the three months ended March 31, 2020, there were no expenses for Shire provided services or pass-through costs recorded.

For the three months ended March 31, 2019, the Company recorded $0.3 million for services provided by Shire under the TSA and $0.1 million for pass-through costs related to continuation of work on existing clinical trials and manufacturing activities.

A ll transition services were completed and all pass-through costs were settled as of June 30, 2019 .

As such, for the three and six months ended June 30 , 2020, there were no expenses for Shire provided services or pass-through costs recorded.

For the three and six months ended June 30 , 2019, t he Company recorded $1 4,000 and $ 0 .

4 million for services provided by Shire under the TSA , respectively .

Additionally, the Company recorded a reduction of estimated expenses of $0.3 million and $ 0.1 million for pass - through costs related to continuation of work on existing clin ical trials and manufacturing activities for the three and six months ended June 30, 2019 , respectively .

The reduction of estimated expenses for the three and six months ended June 30, 2019 was related to a final reconciliation of expenses and agreement on final amounts due to Shire.

Satiogen License

5 unchanged sentences

In July 2019, the Company achieved a development milestone related to the initiation of the Phase 3 MARCH-PFIC clinical trial and made a $0.5 million payment to Satiogen.

As of March 31, 2020, no additional milestones had been accrued as there were no other potential milestones yet considered probable.

As of June 30, 2020, no additional milestones had been accrued as there were no other potential milestones yet considered probable.

Pfizer License

8 unchanged sentences

Royalty obligations under the Sanofi license are creditable against the royalty obligations to Shire under the Shire Agreement.

As of March 31, 2020, no milestones had been accrued as there were no potential milestones yet considered probable.

As of June 30, 2020, no milestones had been accrued as there were no potential milestones yet considered probable.

Stockholders’ Equity (Deficit)

1 unchanged sentence

In August and October 2018, the Company issued 1,187,500 shares of common stock as founder shares for services rendered to the Company, valued at $0.0001 per share for consideration of approximately $950.

On November 5, 2018, in connection with the issuance of the Series A Preferred Stock, vesting conditions were placed on 562,500 previously issued founder shares.

On November 5, 2018, in connection with the

issuance of the Series A Preferred Stock, vesting conditions were placed on 562,500 previously issued founder shares.

These shares vest over 4 years and are subject to repurchase by the Company in the event of termination of services.

Shares subject to repurchase are not deemed, for accounting purposes, to be outstanding until those shares vest.

S hares subject to r epurchase are not deemed, for accounting purposes, to be outstanding until those shares vest.

In April 2019, the Company repurchased 25,78 2 shares of the common stock from a former employee in connection with termination of employment.

As of March 31, 2020 and December 31, 2019, 356,251 and 389,649 shares of common stock, respectively, were subject to repurchase by the Company.

As of June 30, 2020 and December 31, 2019, 322,853 and 389,649 shares of common stock, respectively, were subject to repurchase by the Company.

The unvested stock liability related to these shares is immaterial to all periods presented.

3 unchanged sentences

Common stock reserved for issuance is as follows:

As of March 31,

As of June 30,

As of December 31,

8 unchanged sentences

Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company.

A total of 1,401,443 shares of common st ock were approved to be initially reserved for issuance under the 2019 Plan , including 101,443 shares that remained available for issuance under the 2018 Plan as of July 17, 2019.

A total of 1,401,443 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan, including 101,443 shares that remained available for issuance under the 2018 Plan as of July 17, 2019.

Shares subject to outstanding awards under the 2018 Plan as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be added to the shares reserved under the 2019 Plan.

In addition, the number of shares of common stock available for issuance under the 2019 Plan will be au tomatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 5% of the outstanding number of shares of the Company’s common sto ck on December 31st of the preceding calendar year or such lesser amount as determined by the Company’s board of directors.

As of March 31, 2020 , 1,191,892 shares of common stock were available for issuance under the 2019 P lan.

In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Company’s board of directors.

As of June 30, 2020, 965,725 shares of common stock were available for issuance under the 2019 Plan.

On March 18, 2020, the compensation committee of the Company’s board of directors approved and adopted the 2020 Inducement Plan (the “2020 Inducement Plan”).

1 unchanged sentence

The 2020 Inducement Plan authorized 750,000 shares of the Company’s common stock for future issuance.

As of March 31, 2020, no awards had been granted under the 2020 Inducement Plan.

As of June 30, 2020, 487,500 shares of common stock were available for issuance under the 2020 Inducement Plan.

Stock Options

7 unchanged sentences

The following assumptions were used to estimate the fair value of stock option awards granted during the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Exercise price

$11.51-$18.46

$10.40-$24.52

Expected term (in years)

1 unchanged sentence

92.59%-95.85%

Risk-free interest rate

73.88%-75.12%

77.07%-95.85%

73.88%-75.12%

Risk-free interest rate

Expected dividend yield

Grant date fair value of options granted

$7.38 - $16.59

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

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

Outstanding as of December 31, 2019

Canceled and forfeited

Outstanding as of March 31, 2020

Vested and exercisable as of March 31, 2020

Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the per share fair value of the common stock on the da te of exercise.

A s of March 31, 2020 , the total unrecognized stock-based compensation related to unvested stock option awards granted was $ 33.4 million, which the Company expects to recognize over a weighted-average period of approximately 3.2 years .

Outstanding as of June 30, 2020

Vested and exercisable as of June 30, 2020

As of June 30, 2020, the total unrecognized stock-based compensation related to unvested stock option awards granted was $36.3 million, which the Company expects to recognize over a weighted-average period of approximately 3.1 years.

Restricted Stock

On November 5, 2018, in connection with the issuance of the Series A Preferred Stock, the Company’s founders agreed to modify their outstanding shares of common stock to include vesting provisions that require continued service to the Company in order to vest in those shares.

On November 5, 2018, in connection with the issuance of Series A Preferred Stock, the Company’s founders agreed to modify their outstanding shares of common stock to include vesting provisions that require continued service to the Company in order to vest in those shares.

As such, the 562,500 modified shares of common stock became compensatory upon such modification.

1 unchanged sentence

The modified shares have a four-year vesting period and a measurement date fair value of $2.936 per share.

For the three months ended March 31, 2020 and 2019, 33,398 and 35,156 shares vested, respectively.

As of March 31, 2020, the total unrecognized compensation expense related to unvested restricted stock was $1.0 million expected to be recognized over a weighted-average period of approximately 2.7 years.

Stock-based compensation expense is reflected in the unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

General and administrative

Research and development

For the three months ended June 30, 2020 and 2019, 33,398 and 33,398 shares vested, respectively.

For the six months ended June 30, 2020 and 2019, 66,796 and 68,554 shares vested, respectively.

As of June 30, 2020, the total unrecognized compensation expense related to unvested restricted stock was $0.9 million expected to be recognized over a weighted-average period of approximately 2.4 years.

2019 Employee Stock Purchase Plan

1 unchanged sentence

The ESPP became effective on July 17, 2019.

A total of 500,000 shares of common stock were approved to be initially reserved for issuance under the ESPP.

A total of 500,000 shares of common stock were approved to be initially res erved for issuance under the ESPP.

In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to the lessor of (i) 1% of the outstanding number of shares of common stock on December 31st of the preceding calendar year, (ii) 1,500,000 shares of common stock or (iii) such lesser amount as determined by the Company’s board of directors.

As of March 31, 2020, the ESPP was not activated and there were 729,899 shares available for future issuance.

As of June 30 , 2020, no shares were issued under the ESPP and there were 729,899 shares available for future issuance .

Stock-based compensation expense is reflected in the unaudited condensed consolidated statements of operations as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

General and administrative

Research and development

In January 2019, the Company entered into an operating lease agreement for office space, which consisted of approximately 5,600 square feet (the “Lease”).

8 unchanged sentences

The ROU and corresponding lease liabilities were estimated using a weighted-average incremental borrowing rate of 8%.

As of March 31, 2020, the Company recorded an aggregate ROU asset of $ 2.3 million and an aggregate lease liability of $ 3.6 million in the accompanying consolidated balance sheet.

As of June 30, 2020, the Company recorded an aggregate ROU asset of $2.1 million and an aggregate lease liability of $3.5 million in the accompanying consolidated balance sheet.

The weighted-average remaining lease term is 4.6 years.

As of March 31, 2020, undiscounted future minimum payments under the Company’s operating leases are as follows:

As of June 30, 2020, undiscounted future minimum payments under the Company’s operating leases are as follows:

Year Ending December 31,

Rent Payments

2020 (remaining nine months)

2020 (remaining six months)

Total undiscounted lease payments

1 unchanged sentence

Total lease liability

Rent expense was $0.2 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively.

Variable lease payments for operating expenses were immaterial for the three months ended March 31, 2020 and 2019.

Rent expense was $ 0.2 million and $ 0.1 million for the three months ended June 30 , 2020 and 2019 , respectively , and $ 0.3 million and $0.1 million for the six months ended June 30, 2020 and 2019, respectively.

Variable lease payments for operating expenses were immaterial for the three and six months ended June 30 , 2020 and 201 9.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company”, “Mirum,” “we,” “us” and “our” refer to Mirum Pharmaceuticals, Inc.

and its consolidated subsidiary.

Forward-Looking Statements

In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” under Part II, Item 1A below.

In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements .

We are a biopharmaceutical company focused on the development and commercialization of a late-stage pipeline of novel therapies for debilitating liver diseases.

We focus on diseases for which the unmet medical need is high and the biology for treatment is clear.

Our pipeline consists of two clinical-stage product candidates with mechanisms of action that have potential utility across a wide range of orphan cholestatic liver diseases.

We are initially developing maralixibat for the treatment of pediatric patients with Alagille syndrome (“ALGS”), progressive familial intrahepatic cholestasis (“PFIC”) and biliary atresia.

Based on improvements in pruritus, or itching, and other outcomes and disease markers observed in Phase 2 clinical trials, we are planning to initiate a rolling submission of a New Drug Application (“NDA”), for the treatment of cholestatic pruritus associated with ALGS in the third quarter of 2020.

We expect to complete the rolling submission of our NDA in the first quarter of 2021 and we are planning for a potential launch in ALGS in the second half of 2021.

We are also conducting the Phase 3 MARCH clinical trial in PFIC.

Further, we have conducted an initial analysis of our long-term treatment data in PFIC against a natural history control group in conjunction with the NAtural course and Prognosis of PFIC and Effect of biliary Diversion Consortium and have shared these results with regulators.

Based on feedback from regulators, we are preparing to submit a marketing authorization application for the treatment of PFIC2 to the European Medicines Agency (“EMA”) in the fourth quarter of 2020.

We are developing volixibat for the treatment of adult patients with cholestatic liver diseases, including primary sclerosing cholangitis (“PSC”) and intrahepatic cholestasis of pregnancy (“ICP”).

We were incorporated in May 2018 and commenced operations in November 2018.

To date, we have focused primarily on acquiring and in-licensing our product candidates, maralixibat and volixibat, organizing and staffing our company, business planning, raising capital, and preparing for advancement of our product candidates into clinical development.

We have a limited operating history and incurred significant operating losses since our inception and expect to continue to incur significant operating losses for the foreseeable future.

We have no products approved for commercial sale and have never generated any revenues from product sales.

We have funded our operations to date primarily through equity financings.

On July 22, 2019 , we completed our initial public offering (“IPO”) pursuant to which we sold an aggregate of 5,000,000 shares of our common stock at a price of $15.00 per share, resulting in net proceeds of $67.2 million after deducting underwriting discounts, commissions and offering expenses payable by us.

Upon the closing of our IPO, all outstanding shares of our Series A convertible preferred stock automatically converted into 14,969,118 shares of our common stock.

On January 13, 2020, we completed a follow-on public offering of our common stock pursuant to which we sold an aggregate of 2,400,000 shares of common stock at a price of $20.00 per share, resulting in net proceeds of $44.7 million after deducting underwriting discounts, commissions and offering expenses payable by us.

Our net loss was $ 23.3 million and $ 13.6 million for the three months ended June 30 , 2020 and 2019, respectively , and $ 44.6 million and $19.5 million for the six months ended June 30, 2020 and 2019, respectively .

As of June 30 , 2020, we had an accumulated deficit of $ 114.5 million and cash, cash equivalents and investments of $ 149.3 million.

We expect our expenses and operating losses will increase substantially as we conduct our planned clinical trials, continue our research and development activities, initiate commercial preparation activities, and seek regulatory approvals for our product candidates, as well as hire additional personnel, protect our intellectual property and incur additional costs associated with being a public company.

In addition, as our product candidates progress through development and toward commercialization, we will need to make milestone payments to the licensors and other third parties from whom we have in-licensed or acquired our product candidates.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending in particular on the timing of our clinical trials and non-clinical studies and our expenditures on other research and development activities.

We do not expect to generate any revenue from product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates, which could take a number of years.

If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.

Accordingly, until such time as we can generate substantial product revenues to support our cost structure, if ever, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements.

However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.

Our failure to raise capital or enter into such other arrangements when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.

If we are unable to raise additional capital when needed, we could be forced to delay, limit, reduce or terminate our product candidate development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

The COVID-19 pandemic has had a significant economic impact across the global marketplace presenting challenges to maintaining business continuity.

We are working diligently to ensure the advancement of all of our clinical development programs in the safest manner possible.

We do not currently anticipate the global pandemic of COVID-19 to impact the projected timing for submission of our NDA in the third quarter of 2020.

However, due to health and safety concerns for healthcare personnel and patients, we are experiencing impacts to the enrollment and conduct of our clinical trials, including to the Phase 3 MARCH clinical trial.

As such, we have withdrawn all guidance on the initiation and enrollment of the maralixibat and volixibat clinical trials.

Although we did not see a significant financial impact to our business operations in the first half of 2020, there are potential impacts to our business in the future that are highly uncertain and difficult to predict such as temporary closures of our facilities or those of our third-party manufacturers or suppliers, disruptions or restrictions on our employees’ ability to travel, disruptions to or delays in ongoing preclinical studies, clinical trials, third-party manufacturing supply and other operations, the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, interruptions or delays in the operations of the U.S.

Food and Drug Administration (“FDA”) or other regulatory authorities, and our ability to raise capital and conduct business development activities.

Assignment and License Agreement with Shire

In November 2018, we entered into an assignment and license agreement (“Shire License Agreement”) with Shire International GmbH (“Shire”), in which we were granted an exclusive, royalty bearing worldwide license to develop and commercialize our two product candidates, maralixibat and volixibat.

As part of the Shire License Agreement, we were assigned license agreements held by Shire with Satiogen Pharmaceuticals, Inc.

(“Satiogen” and altogether, the “Satiogen License”), Pfizer Inc.

(“Pfizer”), and Sanofi-Aventis Deutschland GmbH (“Sanofi”).

In partial consideration for the rights granted to us under the Shire License Agreement, we made an upfront payment to Shire of $7.5 million and issued Shire 1,859,151 shares of our common stock with an estimated fair value of $7.0 million.

In January 2019, we entered into a Transition Services Agreement with Shire (“TSA”), which covered services to be provided by Shire to transfer certain research and development activities and the related know-how from Shire to us, including continuation of work on any existing trials and manufacturing activities until fully transferred to us.

We completed the activities under the TSA and finalized amounts due to Shire for services and pass-through expenses on existing trials and manufacturing activities as of June 30, 2019.

In July 2019, we achieved a development milestone under the Shire License Agreement related to the initiation of the Phase 3 MARCH clinical trial, and made a $2.5 million payment to Shire and a $0.5 million payment to Satiogen accordingly.

See Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report .

Components of Results of Operations

Operating Expenses

Research and Development Expenses

Research and development expenses primarily relate to non-clinical and clinical development of our product candidates.

Our research and development expenses include or could include:

salaries and related expenses for employee personnel, including benefits, travel and expenses related to stock-based compensation granted to personnel in development functions;

external expenses paid to clinical trial sites, contract research organizations and consultants that conduct our clinical trials;

expenses related to drug formulation development and the production of non-clinical and clinical trial supplies, including fees paid to contract manufacturers;

licensing milestone payments related to development, regulatory or commercialization events;

expenses related to non-clinical studies;

expenses related to compliance with drug development regulatory requirements;

other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of equipment, and other supplies.

We expense research and development costs as incurred.

Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses.

The prepaid amounts are expensed as the related goods are delivered or the services are performed.

Because our product candidates are still in clinical and non-clinical development and the outcome of these efforts is uncertain, we cannot estimate the actual amounts necessary to successfully complete the development and commercialization of product candidates or whether, or when, we may achieve profitability.

Due to the early stage nature of our programs, we do not track costs on a project by project basis.

As our programs become more advanced, we intend to track the external and internal cost of each program.

General and Administrative Expense

General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance and other administrative functions.

Other significant costs include facility-related costs, legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services and insurance costs.

We expect that our general and administrative expenses will increase in the future as we expand our operating activities, including commercial preparation activities, increase headcount, as well as incur additional costs associated with operating as a publicly traded company, such as increased personnel expenses, legal fees, accounting fees and directors’ and officers’ liability insurance premiums and maintaining compliance with exchange listing and SEC requirements.

Interest Income

Interest income consists of interest earned on our cash equivalents and investments.

Other Income (Expense), Net

Other income (expense), net consists of transactional currency exchange gain or loss.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America .

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements.

We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ materially from these estimates under different assumptions or conditions.

We believe that the assumptions and estimates associated with accrued research and development expenditures and stock-based compensation have the most significant impact on our unaudited condensed consolidated financial statements.

Therefore, we consider these to be our critical accounting policies and estimates.

There have been no significant changes during the six months ended June 30, 2020 in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

Recent Accounting Pronouncements

A description of recent accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements.

Results of Operations for the Three Months Ended June 30, 2020 and 2019

The following table sets forth our results of operations for the three months ended June 30, 2020 and 2019 (in thousands):

Three Months Ended June 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Other income (expense), net

Net loss before provision for income taxes

Provision for income taxes

Research and Development Expenses

Research and development expenses were $18.6 million for the three months ended June 30, 2020, an increase of $7.0 million compared to the three months ended June 30, 2019.

The increase was primarily due to $4.5 million for manufacturing activities supporting clinical trial supplies and NDA registration activities, $2.7 million of personnel and other compensation related expenses reflecting an increase in our number of employees, including an increase in stock-based compensation of $0.6 million, $2.4 million for clinical trial expenses primarily associated with the PFIC and ALGS programs, and $0.6 million of consulting expenses associated with our increased clinical, manufacturing and regulatory activities.

These increases were partially offset by a decrease of $3.0 million associated with development milestone expenses related to the initiation of the Phase 3 MARCH clinical trial incurred during the three months ended June 30, 2019 and a decrease of $0.2 million of non-clinical expenses.

General and Administrative Expenses

General and administrative expenses were $5.0 million for the three months ended June 30, 2020, an increase of $2.6 million compared to the three months ended June 30, 2019.

The increase was primarily due to $1.4 million of personnel and other compensation related expenses reflecting an increase in our number of employees, including an increase in stock-based compensation of $0.7 million, $0.8 million of expenses associated with operating as a public company primarily related to increased costs of insurance and audit and tax fees, $0.2 million of professional and consulting services primarily associated with commercial preparation activities, and $0.2 million of expenses related to other general and administrative expenses.

Interest Income

Interest income was $0.4 million for the three months ended June 30, 2020, a decrease of $0.1 million compared to the three months ended June 30, 2019.

The decrease was primarily due to lower interest earned on our cash equivalents and investment balances compared to the prior year largely a result of current economic conditions.

Results of Operations for the Six Months Ended June 30, 2020 and 2019

The following table sets forth our results of operations for the six months ended June 30, 2020 and 2019 (in thousands):

Six Months Ended June 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Other income (expense), net

Net loss before provision for income taxes

Provision for income taxes

Research and Development Expenses

Research and development expenses were $35.9 million for the six months ended June 30, 2020, an increase of $19.4 million compared to the six months ended June 30, 2019.

The increase was primarily due to $9.2 million for manufacturing activities supporting clinical trial supplies and NDA registration activities, $6.1 million for clinical trials expenses primarily associated with the PFIC and ALGS programs, $5.6 million of personnel and other compensation related expenses reflecting an increase in our number of employees, including an increase in stock-based compensation of $1.6 million, $1.2 million of consulting expenses associated with our clinical, manufacturing and regulatory activities, $0.4 million of non-clinical expenses and $0.3 million related to other general expenses.

These increases were partially offset by a decrease of $3.0 million associated with development milestone expenses related to the initiation of the Phase 3 MARCH clinical trial incurred during the six months ended June 30, 2019 and $0.4 million expenses related to transition services provided by Shire in the six months ended June 30, 2019.

General and Administrative Expenses

General and administrative expenses were $9.7 million for the six months ended June 30, 2020, an increase of $6.0 million compared to the six months ended June 30, 2019.

The increase was primarily due to $3.7 million of personnel and other compensation related expenses reflecting an increase in our number of employees, including an increase in stock-based compensation of $2.1 million, $1.5 million of expenses associated with operating as a public company primarily related to increased costs of insurance and audit and tax fees, $0.6 million of professional and consulting services including $0.4 million of expenses associated with commercial preparation activities, and $0.1 million of expenses related to other general and administrative expenses.

Interest Income

Interest income was $1.2 million for the six months ended June 30, 2020, an increase of $0.5 million compared to the six months ended June 30, 2019.

The increase was primarily due to interest earned on investments following an increase in our cash, cash equivalents and investment balances due to the proceeds related to the completion of our IPO in July 2019 and of our follow-on public offering of common stock in January 2020.

Liquidity and Capital Resources

We had $149.3 million of cash, cash equivalents and investments as of June 30, 2020.

To date, we have incurred operating losses and negative cash flows from operations.

As of June 30, 2020, we had an accumulated deficit of $114.5 million.

On July 22, 2019, we completed our IPO, pursuant to which we sold an aggregate of 5,000,000 shares of our common stock at a price of $15.00 per share, resulting in net proceeds of $67.2 million after deducting underwriting discounts, commissions and offering expenses payable by us.

Based on our current and anticipated level of operations, we believe our cash, cash equivalents and investments will be sufficient to fund current operations through at least the next 12 months.

Our cash, cash equivalents and investments include money market funds, government agency securities, corporate debt and commercial paper.

We maintain established guidelines relating to diversification and maturities of our investments to preserve principal and maintain liquidity.

We anticipate that we will continue to incur net losses for the foreseeable future as we continue research efforts and the development of our product candidates, initiate commercial preparation activities, hire additional staff, including clinical, scientific, operational, financial and management personnel, and incur additional costs associated with being a public company.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures.

Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Until such time, if ever, as we can generate substantial product revenue from sales of maralixibat, volixibat or any future product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financings and potential collaboration, license or development agreements.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect rights as a stockholder.

Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, future revenue streams, research programs or p roduct candidates or to grant licenses on terms that may not be favorable to us.

As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility and disruptions, includ ing severely diminished liquidity and credit availability, declines in consumer confidence, declines i n economic growth, increases in unemployment rates and uncertainty about economic stability.

If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive.

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 drug development or fut ure commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

The following table provides a summary of the net cash flow activity for the period indicated (in thousands):

Six Months Ended June 30,

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Effect of exchange rate on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net Cash Used in Operating Activities

Net cash used in operating activities was $35.3 million for the six months ended June 30, 2020, reflecting our net loss of $44.6 million partially offset by non-cash items of $5.8 million.

Non-cash items consisted primarily of $5.5 million of stock-based compensation and $0.3 million of depreciation and amortization of our fixed assets and our operating lease right-of use assets.

Additionally, cash used in operating activities reflected changes in net operating assets of $3.4 million, consisting primarily of a $3.5 million increase in accounts payable, accrued expenses and other liabilities due to clinical and manufacturing activities offset by a $0.2 million decrease in our operating lease liability and a $0.1 million decrease in our right-of-use asset due to a change in the lease term.

Net cash used in operating activities was $10.4 million for the six months ended June 30, 2019, which consisted primarily of our net loss of $19.5 million reduced by $1.9 million stock-based compensation expense and a $7.1 million decrease in net assets due to an increase in accounts payable, accrued expenses and other liabilities primarily due to clinical and manufacturing activities of $7.9 million, an increase in prepaid expenses and other current assets of $0.7 million and an increase in other assets of $0.1 million.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities was $61.7 million for the six months ended June 30, 2020 primarily due to proceeds of $61.9 million from maturities of investments and proceeds of $14.0 million from paydowns of investments, partially offset by $14.0 million used in purchases of investments and $0.2 million used for purchases of property and equipment.

Net cash used in investing activities was $58.4 million for the six months ended June 30, 2019, which primarily consisted of purchases of investments.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $44.7 million for the six months ended June 30, 2020, due to net proceeds received from the completion of a follow-on public offering of our common stock pursuant to which we sold an aggregate of 2,400,000 shares of common stock at a price of $20.00 per share.

Net cash provided by financing activities was $58.8 million for the six months ended June 30, 2019, which consisted of $60.0 million in net proceeds from the issuance of 59,844,699 shares of Series A Preferred Stock, partially offset by cash payments of deferred offering costs incurred in connection with our IPO of $1.2 million.

Con tractual Obligations and Commitments

There have been no material changes in the amount of our contractual obligations and commitments during the six months ended June 30, 2020 from those disclosed in our Annual Report.

From time to time, we enter into certain types of contracts that contingently require us to indemnify parties against third-party claims, including the Shire License Agreement, and certain real estate leases, supply purchase agreements, and agreements with directors and officers.

The terms of such obligations vary by contract and in most instances a maximum dollar amount is not explicitly stated therein.

Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted, thus no liabilities have been recorded for these obligations on our consolidated balance sheet for the periods presented.

We enter into contracts in the normal course of business with clinical research organizations and clinical sites for the conduct of clinical trials, preclinical research studies, professional consultants for expert advice and other vendors for clinical supply manufacturing or other services.

These contracts generally provide for termination on notice, and therefore are cancelable contracts.

Contractual Arrangements

Under the Shire License Agreement, as well as our other license and acquisition agreements, we have payment obligations that are contingent upon future events such as our achievement of specified development, regulatory and commercial milestones and are required to make royalty payments in connection with the sale of products developed under those agreements.

In July 2019, we achieved the first development milestone under the Shire License Agreement and Satiogen License and made an aggregate payment of $3.0 million.

As for the remaining milestones, as of June 30, 2020, we were unable to estimate the timing or likelihood of achieving future milestones or making future product sales and, therefore, any related payments are not included herein.

For additional information regarding these license agreements, including our payment obligations thereunder, see Note 6 to our consolidated financial statements included elsewhere in this Quarterly Report.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), we can take advantage of an extended transition period for complying with new or revised accounting standards.

This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”).

We will remain an emerging growth company until the earliest of (i) December 31, 2024, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Quantitative and Qualitati ve Disclosures About Market Risk.

Interest Rate Risk

Our cash, cash equivalents and investments as of June 30, 2020 consist of readily available checking, money market funds, and investments.

Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S.

interest rates.

However, because of the short-term nature of the instruments in our portfolio, a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations.

We do not believe that our cash, cash equivalents or investments have significant risk of default or illiquidity.

While we believe our cash, cash equivalents and investments do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value.

In addition, we maintain significant amounts of cash and cash equivalents at one financial institution that is in excess of federally insured limits.

Foreign Currency Rate Risk

Our operations include activities in the United States and Switzerland.

In addition, we contract with vendors that are located outside of the United States and certain invoices are denominated in foreign currencies.

While our operating results are exposed to changes in foreign currency exchange rates between the U.S.

dollar and various foreign currencies, the most significant of which are the Swiss Franc and Euro, we do not currently believe that foreign currency would have a significant impact.

Effects of Inflation

Inflation generally affects us by increasing our cost of labor and clinical trial costs.

We do not believe that inflation and changing prices had a significant impact on our results of operations for any periods presented herein.

Control s and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Legal Proceedings.

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business.

Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

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