What changed in this filing

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Item 1. Financial Statements

2020-08-06 compared with 2020-05-07 · 267 added, 94 removed, 306 unchanged (54% of the section changed)

27 unchanged sentences

58,724,238 and 50,198,044 shares issued and outstanding at

March 31, 2020 and December 31, 2019, respectively

June 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration revenue

6 unchanged sentences

Net loss per share, basic and diluted

Weighted average shares outstanding, basic and diluted

Other comprehensive loss:

Unrealized gain on marketable securities

Weighted average shares outstanding, basic and

Other comprehensive (loss) income:

Unrealized (loss) gain on marketable securities

Comprehensive loss

3 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

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Operating lease liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from common stock offerings, net of offering costs

Proceeds from issuance of common stock through follow-on offering,

net of issuance costs of $ 0.4 million

Proceeds from issuance of common stock through at-the-market offerings,

net of issuance costs of $ 0.1 million

Proceeds from issuance of common stock to Regeneron

Proceeds from options exercised

Issuance of shares through employee stock purchase plan

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW

Net increase (decrease) in cash and cash equivalents and restricted cash equivalents

Cash and cash equivalents and restricted cash equivalents, beginning of period

Cash and cash equivalents and restricted cash equivalents, end of period

Reconciliation of cash, cash equivalents and restricted cash

equivalents to condensed consolidated balance sheet:

Cash and cash equivalents

Restricted cash equivalents, included in other assets

Total cash, cash equivalents and restricted cash equivalents

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Purchases of property and equipment unpaid at period end

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The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

Since its inception through March 31, 2020, the Company has raised an aggregate of $ 658.7 million to fund its operations, of which $ 155.5 million was through its collaboration agreements, $ 170.5 million was from its initial public offering and concurrent private placements, $ 141.0 million was from a follow-on public offering, $ 106.7 million was from at-the-market offerings and $ 85.0 million was from the sale of convertible preferred stock.

The Company expects that its cash, cash equivalents and marketable securities as of March 31, 2020, as well as research and cost reimbursement funding from its collaboration agreement with Regeneron, will enable the Company to fund its ongoing operating expenses and capital expenditure requirements for at least the twelve-month period following the issuance of these condensed consolidated financial statements.

Since its inception through June 30, 2020, the Company has raised an aggregate of $ 889.8 million to fund its operations, of which $ 268.8 million was through its collaboration agreements, $ 170.5 million was from its initial public offering (“IPO”) and concurrent private placements, $ 249.1 million was from follow-on public offerings, $ 116.4 million was from at-the-market offerings and $ 85.0 million was from the sale of convertible preferred stock.

The Company expects that its cash, cash equivalents and marketable securities as of June 30, 2020, as well as research and cost reimbursement funding from its collaboration agreement with Regeneron, will enable the Company to fund its ongoing operating expenses and capital expenditure requirements for at least the twelve-month period following the issuance of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Annual Report for the year ended December 31, 2019.

There have been no material changes during the three months ended March 31, 2020, other than as noted below .

There have been no material changes during the six months ended June 30, 2020, other than as noted below .

Restricted Cash Equivalents

Restricted cash equivalents are money market funds held in collateral accounts that are restricted to secure a letter of credit in accordance with the lease for 281 Albany Street that the Company entered into in March of 2020 (see Note 8).

The letter of credit is required to be maintained throughout the term of the lease, which is ten years.

These restricted cash equivalents amount to $ 1.9 million and are reported in “Other Assets” in the Company’s condensed consolidated balance sheet .

Recent Accounting Pronouncements – Adopted

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The Company adopted ASU 2018-13 on January 1, 2020.

The adoption did not have a material impact on the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2020.

The adoption did not have a material impact on the Company’s condensed consolidated financial statements as of and for the three or six months ended June 30, 2020.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):

5 unchanged sentences

The Company adopted ASU 2016-13 on January 1, 2020.

The adoption did not have a material effect on the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2020 .

The adoption did not have a material effect on the Company’s condensed consolidated financial statements as of and for the three or six months ended June 30, 2020 .

Recent Accounting Pronouncements – Issued but not yet adopted

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Marketable Securities

The following table summarizes the Company’s available-for-sale marketable securities as of March 31, 2020 and December 31, 2019 at net book value:

March 31, 2020

The following table summarizes the Company’s available-for-sale marketable securities as of June 30, 2020 and December 31, 2019 at net book value:

June 30, 2020

Gross Unrealized

6 unchanged sentences

Corporate debt securities

Other asset-backed securities

December 31, 2019

9 unchanged sentences

The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity.

At March 31, 2020 and December 31, 2019, the balance in the Company’s accumulated other comprehensive income was composed of activity related to the Company’s available-for-sale marketable securities.

There were no material realized gains or losses in the three months ended March 31, 2020 or for the year ended December 31, 2019 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive income during the period.

The Company did not have any securities in a material unrealized loss position at March 31, 2020.

At June 30, 2020 and December 31, 2019, the balance in the Company’s accumulated other comprehensive income was composed of activity related to the Company’s available-for-sale marketable securities.

There were no material realized gains or losses in the six months ended June 30, 2020 or for the year ended December 31, 2019 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive income during the period.

The Company did not have any securities in a material unrealized loss position at June 30, 2020.

The Company's available-for-sale securities that are classified as short-term marketable securities in the condensed consolidated balance sheet mature within one year or less as of the balance sheet date.

Available-for-sale securities that are classified as noncurrent in the condensed consolidated balance sheet mature after one year but within five years from the balance sheet date.

At March 31, 2020 and December 31, 2019, the Company did no t hold any investments that matured beyond five years of the balance sheet date.

Available-for-sale securities that are classified as noncurrent in the condensed consolidated balance sheet are those that mature after one year but within five years from the balance sheet date and that the Company does not intend to dispose of within the next twelve months.

At June 30, 2020 and December 31, 2019, the Company did no t hold any investments that matured beyond five years of the balance sheet date.

Fair Value Measurements

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and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

As of March 31, 2020 and December 31, 2019, the Company’s financial assets recognized at fair value on a recurring basis consisted of the following:

Fair Value as of March 31, 2020

As of June 30, 2020 and December 31, 2019, the Company’s financial assets recognized at fair value on a recurring basis consisted of the following:

Fair Value as of June 30, 2020

(In thousands)

4 unchanged sentences

Corporate debt securities

Other asset-backed securities

Total marketable securities

10 unchanged sentences

The pricing services utilize industry standard valuation models and observable market inputs to determine value .

After completing our validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of March 31, 2020 or December 31, 2019.

After completing our validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2020 or December 31, 2019.

Other financial instruments, including accounts receivable, accounts payable and accrued expense, are carried at cost, which approximate fair value due to the short duration and term to maturity.

13 unchanged sentences

These payments will become payable if and when certain development, regulatory and commercial milestones are achieved.

As of March 31, 2020, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable .

As of June 30, 2020, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable .

Collaborations

To accelerate the development and commercialization of CRISPR/Cas9-based products in multiple therapeutic areas, the Company has formed, and intends to seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development.

As of March 31, 2020 and 2019, the Company’s accounts receivable and contract liabilities were primarily related to the Company’s collaborations with Novartis Institutes for BioMedical Research (“Novartis”) and Regeneron Pharmaceuticals, Inc.

As of June 30, 2020, the Company’s accounts receivable and contract liabilities were primarily related to the Company’s collaboration with Regeneron Pharmaceuticals, Inc.

(“Regeneron”).

The following table presents changes in the Company’s accounts receivable and contract liabilities during the three months ended March 31, 2020 and 2019 (in thousands):

As of June 30, 2019, the Company’s accounts receivable and contract liabilities were primarily related to the Company’s collaborations with Regeneron and Novartis Institutes for BioMedical Research (“Novartis”).

The following table presents changes in the Company’s accounts receivable and contract liabilities during the six months ended June 30, 2020 and 2019 (in thousands):

Balance at End

Three Months Ended March 31, 2020

Six Months Ended June 30, 2020

Accounts receivable

2 unchanged sentences

Balance at End

Three Months Ended March 31, 2019

Six Months Ended June 30, 2019

Accounts receivable

1 unchanged sentence

Deferred revenue

During the three months ended March 31, 2020 and 2019, the Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Three Months Ended March 31,

During the six months ended June 30, 2020 and 2019, the Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Six Months Ended June 30,

Revenue recognized in the period from:

5 unchanged sentences

In April 2016, the Company entered into a license and collaboration agreement with Regeneron (the “2016 Regeneron Agreement”).

The research collaboration term ends in April 2022, except that Regeneron may make a one-time payment of $ 25.0 million to extend the term for an additional two-year period.

In July 2018, the Company and Regeneron finalized the form of the Co-Development and Co-Promotion (“Co/Co”) agreement that will be used as the basis for each Co/Co agreement directed to a target.

Simultaneously, the Company and Regeneron executed the Co/Co agreement directed to the first collaboration target, transthyretin amyloidosis (“ATTR”), for which the Company is the clinical and commercial Lead Party and Regeneron is the Participating Party.

On December 13, 2019, Regeneron informed the Company that it would exercise its rights under the ATTR Co/Co agreement to decrease its share of worldwide development costs and profits from 50 % to 25 %, effective six months after its notice.

Since December 31, 2019 there have been no material changes to the key terms of or accounting for the Regeneron Agreement or the ATTR Co/Co agreement.

For further information on the terms and conditions of the Company’s existing collaboration agreements please see the notes to the consolidated financial statements included in its Annual Report for the year ended December 31, 2019.

The 2016 Regeneron Agreement has two principal components:

i) a product development component under which the parties will research, develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver, and ii) a technology collaboration component, pursuant to which the Company and Regeneron will engage in research-related activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology to enhance the Company’s genome editing platform.

Under this agreement, the Company also may access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liver programs.

On May 30, 2020, the Company entered into (i) amendment no.

1 (the “2020 Regeneron Amendment”) to the 2016 Regeneron Agreement, (ii) co-development and co-funding agreements for the treatment of hemophilia A and hemophilia B (the “Hemophilia Co/Co”) agreements and (iii) a stock purchase agreement (the “2020 Stock Purchase Agreement”).

2016 Regeneron Agreement:

Under the initial six-year term of the 2016 Regeneron Agreement , Regeneron obtained exclusive rights for up to ten targets (the “Regeneron Target Cap”) to be chosen by Regeneron during the Technology Collaboration Term, as defined in the 2016 Regeneron Agreement, subject to a target selection process and various adjustments and limitations set forth in the 2016 Regeneron Agreement.

Of these ten total targets, Regeneron may select up to five non-liver targets, while the remaining targets must be focused in the liver.

The Company retains the exclusive right to solely develop certain in vivo products directed against specified genetic targets as well as certain non-liver targets from the Company’s ongoing and planned research activities.

During the collaboration term, and subject to a target selection process, the Company has the right to choose additional liver targets for its own development using commercially reasonable efforts.

Certain targets that either the Company or Regeneron select during the collaboration term may be subject to co-development and co-promotion (“Co/Co”) agreements at the Company or Regeneron’s option.

Regeneron has the option to enter into Co/Co agreements for up to five liver targets (other than the Company’s reserved liver targets) and the Company has the option to enter into one Intellia Independent Co/Co Option (as defined in the 2016 Regeneron Agreement).

At the inception of the 2016 Regeneron Agreement, Regeneron selected the first of its ten targets, transthyretin amyloidosis (“ATTR”), which is subject to a Co/Co agreement between the Company and Regeneron (the “ATTR Co/Co”).

The general terms and conditions for the ATTR Co/Co were outlined within the 2016 Regeneron Agreement.

In addition, the Company granted Regeneron a non-exclusive, worldwide license, pursuant to which the Company and Regeneron will engage in research related activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology to enhance the Company’s genome editing platform.

2016 Regeneron Agreement:

Financial Terms.

In connection with the 2016 Regeneron Agreement , the Company received a nonrefundable upfront payment of $ 75.0 million.

In addition, on Regeneron programs that are not subject to Co/Co agreements, the Company may be eligible to earn, on a per-licensed target basis, (i) up to $ 25.0 million in development milestones, including for the dosing of the first patient in each of Phase I, Phase II and Phase III clinical trials, (ii) up to $ 110.0 million in regulatory milestones, including for the acceptance of a regulatory filing in the U.S., and for obtaining regulatory approval in the U.S.

and in certain other identified countries and (iii) up to $ 185.0 million in sales-based milestone payments.

The Company is also eligible to earn royalties ranging from the high-single digits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and incorporate the Company’s existing low- to mid-single-digit royalty obligations under a license agreement with Caribou Biosciences, Inc.

In connection with the 2016 Regeneron Agreement, Regeneron purchased $ 50.0 million of the Company’s common stock in a private placement under a stock purchase agreement concurrent with the Company’s IPO .

2020 Regeneron Amendment:

The 2020 Regeneron Amendment, among other things, (i) extends the Technology Collaboration Term until April 11, 2024, with a further option to extend an additional twenty-four months upon notice and a $ 30.0 million nonrefundable payment to the Company, (ii) increases the Regeneron Target Cap from ten to fifteen (with the additional five targets focused only in the liver) and (iii) allows for a second Intellia Independent Co/Co Option.

The Company also granted a non-exclusive license to Regeneron under certain CRISPR/Cas platform IP for the commercialization of up to ten ex vivo edited CRISPR Products (as defined in the 2020 Regeneron Amendment) made using certain cell types, subject to certain limitations on Regeneron’s activities in T cells.

The ex vivo license does not include access to the Company’s IP directed to its ex vivo targets, programs, or cell engineering processes.

This non-exclusive license is subject to royalty obligations such that the Company is eligible to earn royalties on ex vivo edited CRISPR Products ranging from the high-single

digits to low teens, in each case, on a per-product basis, subject to various reductions and offsets and the Company’s existing royalty obligations to Caribou .

The Company transferred the license to develop the Factor VIII target for the treatment of hemophilia A to Regeneron .

In addition, a target that was previously a Regeneron evaluation target was transferred back to the Company as an Intellia reserved liver target.

In connection with the 2020 Regeneron Amendment, the Company and Regeneron also entered into the Hemophilia Co/Co agreements, which are directed to Factor VIII and Factor IX for the treatment of hemophilia A and hemophilia B.

Factor VIII and Factor IX do not count toward the Regeneron Target Cap.

Under the Hemophilia Co/Co agreements, which are substantially based upon the terms and conditions as outlined under the 2016 Regeneron Agreement, the Company and Regeneron will collaborate to research, develop, manufacture, and commercialize CRISPR Products for the treatment of hemophilia A and hemophilia B, for which Regeneron will be the Lead Party (as discussed below).

Further, worldwide development costs and profits of any future products will be split between the Company and Regeneron, 35 % and 65 %, respectively, subject to certain deductions.

2020 Regeneron Amendment:

Financial Terms.

As part of the consideration for the 2020 Regeneron Amendment, Regeneron paid the Company an upfront payment of $ 70.0 million, which included the $ 25.0 million fee to extend the Technology Collaboration Term to April 2024 .

The potential future milestones and royalties remain unchanged from the 2016 Regeneron Agreement.

In addition, on May 30, 2020 , the Company and Regeneron entered into the 2020 Stock Purchase Agreement.

Under the 2020 Stock Purchase Agreement, the Company sold to Regeneron 925,218 shares of its common stock, par value $ 0.0001 per share, for aggregate cash consideration of $ 30.0 million, or $ 32.42 per share (the “Equity Transaction”), representing a 100 % premium over the volume-weighted average trading price of the Company’s common stock during the 30-day period prior to the closing of the Equity Transaction.

Under the 2020 Stock Purchase Agreement, Regeneron will not dispose of any shares of common stock it beneficially owns in the Company until the termination of the Technology Collaboration Term.

Research Collaboration.

Research activities under the 2016 Regeneron Agreement and the 2020 Regeneron Amendment (collectively the “Amended Agreements”) will be governed by evaluation and research and development plans that will outline the parties’ responsibilities under, anticipated timelines of and budgets for, the various programs.

The Company will assist Regeneron with the preliminary evaluation of its selected in vivo targets, and Regeneron will be responsible for preclinical research, conducting clinical development and manufacturing and commercialization of CRISPR Products directed to each of its exclusive selected targets.

The Company may assist, as requested by Regeneron, with the later discovery and research of product candidates directed to any selected target.

For each selected target, Regeneron is required to use commercially reasonable efforts to submit regulatory filings necessary to achieve investigational new drug (“IND”), or other regulatory acceptance for at least one product directed to each applicable target and, following IND acceptance, to develop and commercialize at least one such product.

Pursuant to the 2016 Regeneron Agreement, the parties formed a joint steering committee, which is responsible for setting research objectives and overseeing the general strategies and research and development activities undertaken by the parties.

Term and Termination .

Under the Amended Agreements, the Technology Collaboration Term ends in April 2024, except that Regeneron may make a one-time payment of $ 30.0 million to extend the Technology Collaboration Term for an additional two-year period.

The Amended Agreements will continue until the date when no royalty or other payment obligations are due, unless earlier terminated in accordance with the terms of the Amended Agreements.

Regeneron’s royalty payment obligations expire on a country-by-country and product-by-product basis upon the later of (i) the expiration of the last valid claim of the royalty-bearing patents covering such product in such country, (ii) twelve years from the first commercial sale of such product in such country, or (iii) the expiration of regulatory exclusivity for such product.

The Company may terminate the Amended Agreements on a target-by-target basis if Regeneron or any of its affiliates institutes a patent challenge against the Company’s CRISPR/Cas or certain other background patent rights or does not proceed with the development of a product directed to a selected target within specified periods of time.

Regeneron may terminate the Amended Agreements, without cause, upon 180 days written notice to the Company, either in its entirety or on a target-by-target basis, in which event, certain rights in the terminated targets and associated IP revert to the Company, as described in the Amended Agreements.

Following such termination, the Company may owe Regeneron royalties, in certain circumstances, up to mid-single digits on any terminated targets that the Company subsequently commercializes on a product-by-product basis for a period of twelve years after the first commercial sale of any such products.

Either party may terminate the Amended Agreements, either in their entirety or with

respect to the research collaboration or one or more of the targets selected by Regeneron, in the event of the other party’s uncured material breach .

Co-Development and Co-Promotion Agreements.

In July 2018, the Company and Regeneron finalized the form of the Co/Co agreement that will be used as the basis for each Co/Co agreement directed to a target.

Simultaneously, the Company and Regeneron executed the ATTR Co/Co agreement, for which the Company is the clinical and commercial Lead Party and Regeneron is the Participating Party (each, as defined in the Co/Co agreements, as applicable, and described below).

In May 2020, the Company and Regeneron executed the Hemophilia Co/Co agreements, for which Regeneron is the clinical and commercial Lead Party and the Company is the Participating Party.

Co-Development and Co-Promotion:

Agreement Structure.

Under the 2016 Regeneron Agreement, Regeneron had the right to exercise at least four options, after TTR , to enter into a Co/Co agreement for the Company’s liver targets (other than the Company’s reserved liver targets), while the Company had the opportunity to exercise at least one option to enter into a Co/Co agreement for Regeneron’s liver targets, the exact number of options being subject to certain conditions of the target selection process.

In connection with the 2020 Regeneron Amendment, the Company received one additional option to enter into a Co/Co agreement, while Regeneron’s number of Co/Co options remained the same.

Each option to enter into a Co/Co agreement must be exercised (or forfeited) once a target reaches a defined preclinical stage.

One party will be the “Lead Party” and the other party the “Participating Party.” The Lead Party will have control and primary responsibility for the development, manufacturing, regulatory, and commercial activities.

The Participating Party will have the right to consult on these activities through its participation on the joint development and commercialization committees and will have the right to co-fund development and commercialization activities in exchange for a share of profits.

In general, under each Co/Co agreement, the parties will share equally in worldwide development costs and profits of any future products.

Prior to reaching a specific development milestone, the Participating Party may elect to reduce its share of worldwide development costs and profits by 50 %.

Pursuant to the ATTR Co/Co, on December 13, 2019, Regeneron informed the Company that it would exercise its rights under the ATTR Co/Co agreement to modify its share of worldwide development costs and profits from 50 % to 25 %, effective in mid-June 2020.

As noted above, in connection with the 2020 Regeneron Amendment, the Company and Regeneron entered into two Hemophilia Co/Co agreements.

Under the Hemophilia Co/Co agreements, which are substantially based upon the Company and Regeneron’s previously agreed-upon form of Co/Co agreement, but do not count toward Regeneron’s total number of Co/Co options, the Company and Regeneron will collaborate to research, develop, manufacture, and commercialize CRISPR Products for the treatment of hemophilia A and hemophilia B.

Regeneron will be the clinical and commercial lead for such activities.

Co-Development and Co-Promotion:

The parties formed j oint development and commercialization committees to oversee all profit share products under the Co/Co agreements as discussed below.

The committees are responsible for overseeing the development, manufacture, regulatory matters, and commercialization (including pricing and reimbursement) efforts under the ATTR Co/Co and the Hemophilia Co/Co agreements.

Co-Development and Co-Promotion:

Either party may terminate a particular Co/Co agreement by providing 180 days written notice.

If the Company terminates, the product subject to the Co/Co agreement becomes a Regeneron product, and is subject to all future milestone and royalty payment obligations under the 2016 Regeneron Agreement.

If Regeneron terminates and has contributed at least $ 5.0 million in development costs under the particular Co/Co agreement, the Company will pay low- to mid-single-digit royalties on the net sales of the product, depending on co-funding percentage, stage at termination and, if any, Regeneron IP incorporated into the relevant product.

2016 Regeneron Agreement:

Accounting Analysis.

The Company determined that the 2016 Regeneron Agreement is within the scope of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and its related amendments (collectively known as “ASC 606”).

The Company evaluated the promised goods and services under the 2016 Regeneron Agreement and determined that it included three performance obligations:

(i) a combined performance obligation including the licenses to targets and the associated research activities and evaluation plans;

(ii) a combined performance obligation including the technology collaboration and associated research activities;

and (iii) the common stock.

Under the 2016 Regeneron Agreement, the Company determined that the transaction price was $ 125.0 million, consisting of the following consideration:

(i) the nonrefundable upfront payment of $ 75.0 million;

and (ii) the payment of the common stock of $ 50.0 million.

None of the clinical or regulatory milestones were included in the transaction price, as all milestone amounts were fully constrained.

As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future regulatory progress and the licensee’s efforts.

Any consideration related to sales-based milestones and royalties will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Regeneron and therefore have also been excluded from the transaction price.

The Company first allocated $ 50.0 million of the transaction price to the common stock.

The common stock was sold at its standalone selling price and the Company concluded that the total discount inherent in the arrangement is entirely attributable to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans and the combined performance obligation including the technology collaboration and associated research activities.

As such, the remaining $ 75.0 million of the transaction price was allocated to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans and the combined performance obligation including the technology collaboration and associated research activities on a relative standalone selling price basis.

The Company estimated the standalone selling price of each combined performance obligation by taking into consideration internal estimates of research and development personnel needed to perform the research and development services, estimates of expected cash outflows to third parties for services and supplies, selling prices of comparable transactions and typical gross profit margins.

As a result of this evaluation, the Company allocated $ 63.8 million to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans and $ 11.2 million to the combined performance obligation including the technology collaboration and associated research activities.

The $ 63.8 million allocated to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans is being recognized using a time elapsed inputs method over a period of six years , which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation as this method provides the most faithful depiction of the entity’s performance in transferring control of the goods and services promised to Regeneron and represents the Company’s best estimate of the period of the obligation.

The $ 11.2 million allocated to the combined performance obligation including the technology collaboration and associated research activities is being recognized using a time elapsed inputs method over a period beginning with the inception of the technology collaboration in September 2016 through the end of the arrangement, which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation as this method provides the most faithful depiction of the entity’s performance in transferring control of the goods and services promised to Regeneron and represents the Company’s best estimate of the period of the obligation.

2020 Regeneron Amendment:

Accounting Analysis.

The Company concluded that the accounting for the 2020 Regeneron Amendment is within the scope of ASC 606.

The Company evaluated the promised goods and services under the 2020 Regeneron Amendment and determined that it included three performance obligations:

(i) a combined performance obligation including the licenses to targets and the associated research activities and evaluation plans;

(ii) a combined performance obligation including the technology collaboration and associated research activities;

and (iii) the transfer of the license to develop the Factor VIII target for hemophilia A.

The 2020 Regeneron Amendment represents a contract modification.

The modification of the license to targets and the associated research activities and evaluation plans and the license to the technology collaboration and associated research activities are accounted for as if they were part of the original agreement and therefore form part of a performance obligation that was partially satisfied at the date of modification.

The Company therefore recorded a cumulative catch-up adjustment of $ 8.4 million on the modification date.

The Company accounted for the distinct performance obligation – specifically the obligation to transfer the license to develop the Factor VIII target for hemophilia A - as if it were a separate component of the modified contract.

The transaction price of the 2020 Regeneron Amendment was determined to be $ 110.9 million, which is comprised of the $ 23.5 million remaining consideration from the 2016 Regeneron Agreement transferred at the inception of the arrangement, the $ 70.0 million upfront payment received upon the execution of the 2020 Regeneron Amendment and $ 17.4 million on the sale of shares under the 2020 Stock Purchase Agreement.

The Company applied equity accounting guidance to measure the $ 12.6 million fair value recorded in the condensed consolidated statement of stockholders’ equity upon issuance of the shares.

All variable consideration will be fully constrained, until such point where the constraints can be lifted, at which point the Company will allocate the consideration to the performance obligations in the arrangement accordingly.

The $ 110.9 million transaction price was allocated to the performance obligations including the licenses to targets and associated research activities and evaluation plans, the combined performance obligation including the technology

collaboration and associated research activities and the transfer of the license to develop the Factor VIII target for h emophilia A , on a relative standalone selling price basis.

The Company estimated the standalone selling price of the transfer of the license to develop the Factor VIII target for h emophilia A using the adjusted market assessment approach, whereby the Company estimated the market in which it sells goods or services and estimated the price that a customer in that market would be willing to pay for those goods or services.

The Company estimated the standalone selling price of the combined performance obligation of the technology collaboration and associated research activities by taking into consideration internal estimates of research and development personnel needed to perform the research and development services.

The estimated standalone selling price of the combined performance obligation , including the licenses to targets and the associated research activities and evaluation plans , was determined using selling prices of comparable transactions.

As a result of this evaluation, the Company allocated $ 91.9 million to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans, $ 3.7 million to the combined performance obligation including the technology collaboration and associated research activities, and $ 15.3 million to the transfer of the license to develop the Factor VIII target for hemophilia A.

The $ 91.9 million allocated to the combined performance obligation, including the licenses to targets and associated research activities and evaluation plans, as well as the $ 3.7 million allocated to the combined performance obligation, including the technology collaboration and associated research activities, are being recognized using a time elapsed inputs method over the remaining period of the collaboration which, in management’s judgment, is the best measure of progress towards satisfying the performance obligation as this method provides the most faithful depiction of the entity’s performance in transferring control of the goods and services promised to Regeneron and represents the Company’s best estimate of the period of the obligation.

The Company will re-evaluate the transaction price in each reporting period and when events whose outcome are resolved or other changes in circumstances occur.

The $ 15.3 million allocated to the transfer of the license to develop the Factor VIII target for hemophilia A will be recognized at a point in time when the Company transfers control of the hemophilia A target, which is expected to be in 2020.

Co/Co Agreements:

Accounting Analysis.

The Company concluded that the ATTR Co/Co and Hemophilia Co/Co agreements meet the definition of a collaborative arrangement per Accounting Standards Codification 808, Collaborative Arrangements (“ASC 808”), which is outside of the scope of ASC 606.

Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606.

As such, the Company classifies cumulative amounts paid or received under the cost sharing provisions of the ATTR Co/Co and the Hemophilia Co/Co agreements as a component of revenues in the condensed consolidated statements of operations and comprehensive loss, to the extent that this does not result in a cumulative “negative revenue” amount, in which case the cumulative shortfall would be reclassified as an expense.

Revenue Recognition – Collaboration Revenue.

Through March 31, 2020, the Company recorded a $ 75.0 million upfront payment under the Regeneron Agreement and $ 28.8 million for research and development services under the ATTR Co/Co agreement.

Through March 31, 2020 , the Company has recognized $ 78.2 million of collaboration revenue under both arrangements, including $ 7.9 million during the three months ended March 31, 2020 and $ 5.7 million during the three months ended March 31, 2019, in the condensed consolidated statements of operations and comprehensive loss.

This includes $ 4.8 million and $ 2.6 million during the three months ended March 31, 2020 and 2019, respectively, representing payments due from Regeneron pursuant to the ATTR Co/Co agreement, which is accounted for under Accounting Standards Codification 808, Collaborative Arrangements .

As of March 31, 2020, there was approximately $ 25.7 million of the aggregate transaction price of the Regeneron Agreement remaining to be recognized, which the Company expects to be recognized ratably through April 2022.

As of March 31, 2020 and December 31, 2019, the Company had accounts receivable of $ 8.4 million and $ 3.6 million, respectively, and deferred revenue of $ 25.7 million and $ 28.8 million, respectively, related to these arrangements.

Novartis Institutes for BioMedical Research

Through June 30, 2020, excluding amounts allocated to Regeneron’s purchase of the Company’s common stock, the Company recorded $ 145.0 million in upfront payments under the Amended Agreements and $ 32.6 million primarily for research and development services under the ATTR Co/Co agreement.

Through June 30, 2020 , the Company has recognized $ 94.4 million of collaboration revenue under all arrangements, including $ 16.3 million and $ 24.2 million during the three and six months ended June 30, 2020, respectively, and $ 6.3 million and $ 12.0 million during the three and six months ended June 30, 2019, respectively, in the condensed consolidated statements of operations and comprehensive loss.

This includes $ 3.8 million and $ 8.6 million during the three and six months ended June 30, 2020, respectively, and $ 3.2 million and $ 5.8 million during the three and six months ended June 30, 2019, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement.

As of June 30, 2020, there was approximately $ 85.3 million of the aggregate transaction price of the Amended Agreements remaining to be recognized, which the Company expects to be recognized ratably through April 2024.

In addition, $ 15.3 million of the aggregate transaction price, related to the transfer of the license to develop the Factor VIII target for hemophilia A, remains to be recognized, which the Company expects to be recognized when control is transferred.

As of June 30, 2020 and December 31, 2019, the Company had accounts receivable of $ 3.9 million and $ 3.6 million, respectively, and deferred revenue of $ 100.7 million and $ 28.8 million, respectively, related to the Amended Agreements.

Novartis Institutes for BioMedical Research , Inc.

In December 2014, the Company entered into a strategic collaboration agreement with Novartis (the “2014 Novartis Agreement”), primarily focused on the research of new ex vivo CRISPR/Cas9-edited therapies using chimeric antigen receptor T (“CAR-T”) cells and hematopoietic stem cells (“HSCs”).

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Since December 31, 2019, there have been no material changes to the key terms of the 2014 Novartis Agreement and the Novartis Amendment.

For further information on the terms and conditions of the agreements, please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2019.

For further information on the terms and conditions of these agreements, please see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2019.

Revenue Recognition – Collaboration Revenue.

Through March 31, 2020, excluding amounts allocated to Novartis’ purchase of the Company’s Class A-1 and Class A-2 Preferred Units, the Company had recorded a total of $ 62.4 million in cash and accounts receivable under the 2014 Novartis Agreement and the Novartis Amendment.

Through March 31, 2020 , the Company recognized $ 62.4 million of collaboration revenue, including a $ 5.0 million development milestone payment that was previously constrained during the three months ended March 31, 2020 and $ 4.7 million during the three months ended March 31, 2019, in the condensed consolidated statements of operations and comprehensive loss related to the 2014 Novartis Agreement and the Novartis Amendment.

Through June 30, 2020, excluding amounts allocated to Novartis’ purchase of the Company’s Class A-1 and Class A-2 Preferred Units, the Company had recorded a total of $ 62.4 million in cash under the 2014 Novartis Agreement and the Novartis Amendment.

Through June 30, 2020 , the Company recognized $ 62.4 million of collaboration revenue.

No revenue was recognized during the three months ended June 30, 2020 related to the 2014 Novartis Agreement and the Novartis Amendment.

The Company recognized $ 4.8 million and $ 9.5 million during the three and six months ended June 30, 2019, in the condensed consolidated statements of operations and comprehensive loss related to the 2014 Novartis Agreement and the Novartis Amendment.

As of December 31, 2019, the aggregate transaction price had been recognized in full.

Revenue Recognition – Milestone .

During the three months ended March 31, 2020, the U.S.

Food and Drug Administration (“FDA”) accepted the investigational new drug (“IND”) application submitted by Novartis for a CRISPR/Cas9-based engineered cell therapy for the treatment of sickle cell disease.

During the six months ended June 30, 2020, the U.S.

Food and Drug Administration (“FDA”) accepted the IND application submitted by Novartis for a CRISPR/Cas9-based engineered cell therapy for the treatment of sickle cell disease.

As a result of meeting this milestone, the Company recognized $ 5.0 million as collaboration revenue within the condensed consolidated statement of operations and comprehensive loss.

No other milestones under the 2014 Novartis Agreement and the Novartis Amendment were achieved during the three months ended March 31, 2020 or 2019.

No other milestones under the 2014 Novartis Agreement and the Novartis Amendment were achieved during the three or six months ended June 30, 2020 or 2019.

The Company is eligible to receive additional downstream success-based milestones and royalties.

As of March 31, 2020 and December 31, 2019, the Company had accounts receivable of $ 5.0 million and $ 1.0 million, respectively, related to the 2014 Novartis Agreement and the Novartis Amendment.

As of March 31, 2020 and December 31, 2019, the Company had no deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment.

As of June 30, 2020, the Company had no accounts receivable related to the 2014 Novartis Agreement and the Novartis Amendment.

As of December 31, 2019, the Company had accounts receivable of $ 1.0 million related to the 2014 Novartis Agreement and the Novartis Amendment.

As of June 30, 2020 and December 31, 2019, the Company had no deferred revenue related to the 2014 Novartis Agreement and the Novartis Amendment.

In October 2014, the Company entered into an agreement to lease office and laboratory space at 130 Brookline Street (the “130 Brookline Lease”) in Cambridge, Massachusetts under an operating lease agreement with a term through January 2020 , with an option to extend the term of the lease for an additional five-year period.

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The Second Amendment extends the term of the 130 Brookline Lease by approximately six years through January 31, 2031 .

This extended term is included as part of the lease liability and right-of-use asset at March 31, 2020.

This extended term is included as part of the lease liability and right-of-use asset at June 30, 2020.

The Second Amendment also provides an option to extend the lease for two consecutive five-year terms .

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In addition, the landlord will contribute an aggregate of $ 4.4 million toward the cost of construction and tenant improvements for the premises.

In accordance with the 281 Albany Lease, the Company is required to maintain a letter of credit in the amount of $ 1.9 million that is restricted for the term of the lease.

These restricted cash equivalents are reported in “Other Assets” in the Company’s condensed consolidated balance sheet.

The Company has the option to extend the 281 Albany Lease for two successive five-year terms.

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The maximum term of stock options granted under the 2015 Plan is ten years .

As of March 31, 2020, there were 2,556,282 shares available for future issuance.

As of June 30, 2020, there were 2,104,706 shares available for future issuance.

The number of shares reserved for issuance under the 2015 Plan shall be cumulatively increased by four percent of the number of shares of stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of stock as determined by the board of directors.

Equity-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows :

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

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Restricted stock is measured at fair value based on the quoted price of the Company’s common stock.

The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2020:

The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2020:

Average Grant

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Unvested restricted stock as of December 31, 2019

Unvested restricted stock as of March 31, 2020

As of March 31, 2020, there was $ 2.6 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.6 years.

As of March 31, 2020, 71,875 of the unvested restricted stock outstanding are performance-based RSUs that vest upon obtaining certain scientific, financial and regulatory milestones through 2020.

These performance-based RSUs are not included in computing the diluted loss per share because the performance criteria had not been met as of the end of the reporting period.

Unvested restricted stock as of June 30, 2020

As of June 3 0 , 20 20 , there was $ 2.3 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.

As of June 3 0 , 2020, 71,875 of the unvested restricted stock outstanding are performance-based RSUs that vest upon obtaining certain scientific, financial and regulatory milestones through 2020.

These performance-based RSU s are not included in computing the diluted loss per share because the performance criteria had not been met as of the end of the reporting period .

In January 2020, the Company granted 181,020 RSUs to certain employees that include a performance condition in addition to a service condition.

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Stock Options

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 7.96 and $ 8.94 per option for those options granted during the three months ended March 31, 2020 and 2019, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the three months ended March 31, 2020 and 2019 was $ 0.3 million and $ 0.1 million, respectively.

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 9.04 and $ 8.16 per option for those options granted during the three and six months ended June 30, 2020 and $ 9.22 and $ 9.07 per option for those options granted during the three and six months ended June 30, 2019, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the three and six months ended June 30, 2020 was $ 0.5 million and $ 0.8 million, respectively, and during the three and six months ended June 30, 2019 was $ 1.3 million and $ 1.5 million, respectively.

Key assumptions used to apply this pricing model were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Risk-free interest rate

Expected life of options

5.5-6.0 years

Expected volatility of underlying stock

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The Company uses the market closing price of its common stock as reported on the Nasdaq Global Select Market to determine the fair value of the shares of common stock underlying stock options.

The following is a summary of stock option activity for the three months ended March 31, 2020 :

The following is a summary of stock option activity for the six months ended June 3 0 , 20 20 :

(In thousands)

Outstanding at December 31, 2019

Outstanding at March 31, 2020

Exercisable at March 31, 2020

As of March 31, 2020, there was $ 39.3 million of unrecognized compensation cost related to stock options that have not yet vested.

Outstanding at June 30, 2020

Exercisable at June 30, 2020

As of June 30, 2020, there was $ 39.1 million of unrecognized compensation cost related to stock options that have not yet vested.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.7 years.

Of the unvested stock options outstanding as of March 31, 2020, 213,750 are performance-based stock options that vest upon obtaining certain scientific, financial and regulatory milestones through 2020 .

At March 31, 2020, 173,750 performance-based options are not included in computing the diluted loss per share because the performance criteria had not been met as of the end of the reporting period .

Of the unvested stock options outstanding as of June 30, 2020, 183,750 are performance-based stock options that vest upon obtaining certain scientific, financial and regulatory milestones through 2020 .

At June 30, 2020, 143,750 performance-based options are not included in computing the diluted loss per share because the performance criteria had not been met as of the end of the reporting period.

Loss Per Share

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Basic and diluted loss per share was calculated as follows:

Three Months Ended March 31,

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Weighted average shares outstanding, basic

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The following common stock equivalents were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive:

Three Months Ended March 31,

Three and Six Months Ended June 30,

(In thousands)

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Stockholders’ Equity

The following tables present changes in stockholders’ equity for the three months ended March 31, 2020 and 2019 (in thousands, except share data):

The following tables present changes in stockholders’ equity for the six-month periods ended June 30, 2020 and 2019 (in thousands, except share data):

Comprehensive

Stockholders’

(Loss) Income

Income (Loss)

Balance at December 31, 2019

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Equity-based compensation

Other comprehensive gain

Other comprehensive income

Balance at March 31, 2020

Issuance of common stock through follow-on

offering, net of issuance costs of $ 369

Issuance of common stock in private placement

with Regeneron

Issuance of common stock through at-the-market

offerings, net of issuance costs of $ 23

Exercise of stock options

Issuance of shares under employee stock

purchase plan

Equity-based compensation

Other comprehensive loss

Balance at June 30, 2020

Comprehensive

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Equity-based compensation

Other comprehensive gain

Other comprehensive income

Balance at March 31, 2019

Issuance of common stock through at-the-market

offerings, net of issuance costs of $ 3

Exercise of stock options

Issuance of shares under employee stock

purchase plan

Equity-based compensation

Other comprehensive income

Balance at June 30, 2019

Follow-on Offering

On June 1, 2020, the Company entered into an underwriting agreement related to a public offering of 6,301,370 shares of its common stock, par value $ 0.0001 per share, including the exercise in full by the underwriters of their option to purchase an additional 821,917 shares, at the public offering price of $ 18.25 per share.

The offering closed on June 5, 2020 and the Company received net proceeds of $ 107.7 million, after deducting the underwriting discount, commissions and approximately $ 0.4 million in offering expenses.

Shares Issued In Private Placement to Regeneron

As described in Note 7 above, in May 2020 the Company entered into an amendment to its collaboration agreement with Regeneron that was entered into in April 2016.

Simultaneously, the Company and Regeneron entered into the 2020 Stock Purchase Agreement , under which the Company sold to Regeneron 925,218 shares of its common stock, par value $ 0.0001 per share, for aggregate cash consideration of $ 30.0 million, or $ 32.42 per share, representing a 100 % premium over the volume-weighted average trading price of the Company’s common stock during the 30-day period prior to the closing.

Under the 2020 Stock Purchase Agreement, Regeneron will not dispose of any shares of common stock it beneficially owns in the Company until the termination of the Technology Collaboration Term (see Note 7).

After applying equity accounting guidance to measure the issuance of the shares, $ 12.6 million was recorded as fair value in the condensed consolidated statement of stockholders’ equity for the shares.

At-the-Market Offering Programs

On October 12, 2018, the Company filed a Registration Statement on Form S-3 (the “2018 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, warrants and units of any combination thereof for the purposes of selling, from time to time, its common stock, convertible securities or other equity securities in one or more offerings.

The Company also simultaneously entered into an Open Market Sale Agreement (the “2018 Sales Agreement”) with Jefferies LLC, (the “Sales Agent”), to provide for the offering, issuance and sale by the Company of up to an aggregate amount of $ 100.0 million of its common stock from time to time in “at-the-market” offerings under the 2018 Shelf and subject to the limitations thereof.

The Company paid to the Sales Agent cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2018 Sales Agreement.

I n November 2018, the Company issued 1,659,300 shares of its common stock at $ 18.00 per share in accordance with the 2018 Sales Agreement for net proceeds of $ 28.5 million, after payment of cash commissions to the Sales Agent and approximately $ 0.4 million related to legal, accounting and other fees in connection with the sales.

During the year ended December 31, 2019, the Company issued an additional 4,231,348 shares of its common stock, in a series of sales, at an average price of $ 16.57 per share, in accordance with the 2018 Sales Agreement, for aggregate net proceeds of $ 67.8 million, after payment of cash commissions to the Sales Agent and approximately $ 0.2 million related to legal, accounting and other fees in connection with the sales.

I n October 2018, the Company entered into an Open Market Sale Agreement (the “2018 Sales Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, shares of its common stock having aggregate gross proceeds of up to $ 100.0 million.

The Company paid to Jefferies cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2018 Sales Agreement.

T he Company issued 5,890,648 shares of its common stock at an average price of $ 16.98 per share in accordance with the 2018 Sales Agreement for aggregate net proceeds of $ 96.4 million, after payment of cash commissions to Jefferies and approximately $ 0.6 million related to legal, accounting and other fees in connection with the sales.

All shares related to the 2018 Sales Agreement had been sold as of December 31, 2019 .

On August 23, 2019, the Company filed a Registration Statement on Form S-3, as amended (the “2019 Shelf”) with the SEC in relation to the registration of common stock, preferred stock, warrants and units of any combination thereof.

The Company also simultaneously entered into an Open Market Sale Agreement (the “2019 Sales Agreement”) with the Sales Agent, to provide for the offering, issuance and sale by the Company of up to an aggregate amount of $ 150.0 million of its common stock from time to time in “at-the-market” offerings under the 2019 Shelf and subject to the limitations thereof.

The Company agreed to pay to the Sales Agent cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2019 Sales Agreement.

During the year ended December 31, 2019, the Company issued 287,231 shares of its common stock, in a series of sales, at an average price of $ 16.48 per share, in accordance with the 2019 Sales Agreement for aggregate net proceeds of $ 4.4 million, after payment of cash commissions to the Sales Agent and approximately $ 0.2 million related to legal, accounting and other fees in connection with the sales .

During the three months ended March 31, 2020, the Company issued 351,252 shares of its common stock in a series of sales at an average price of $ 15.05 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 5.1 million after payment of cash commissions to the Sales Agent and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

As of March 31, 2020, $ 0.5 million of these proceeds were recorded as a current asset on the Company’s condensed consolidated balance sheet, representing offerings with trade dates in March 2020 that were settled by April 2, 2020.

As of March 31, 2020, $ 140.0 million in shares of common stock remain eligible for sale under the 2019 Sales Agreement.

I n August 2019, the Company entered into an Open Market Sale Agreement (the “2019 Sales Agreement”) with Jefferies, under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, common stock having aggregate gross proceeds of up to $ 150.0 million.

The Company agreed to pay Jefferies cash commissions of 3.0 % of the gross proceeds of sales of common stock under the 2019 Sales Agreement.

During the year ended December 31, 2019, the Company issued 287,231 shares of its common stock, in a series of sales, at an average price of $ 16.48 per share, in accordance with the 2019 Sales Agreement for aggregate net proceeds of $ 4.4 million, after payment of cash commissions to Jefferies and approximately $ 0.2 million related to legal, accounting and other fees in connection with the sales.

During the six months ended June 30, 2020, the Company issued 1,107,100 shares of its common stock in a series of sales at an average price of $ 13.78 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $ 14.7 million after payment of cash commissions to Jefferies and approximately $ 0.1 million related to legal, accounting and other fees in connection with the sales.

As of June 30, 2020, $ 130.0 million in shares of common stock remain eligible for sale under the 2019 Sales Agreement.

Related Party Transactions

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

What changed 10-Q

Item 1. Financial Statements