What changed in this filing

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Item 1. Financial Statements

2021-08-10 compared with 2021-05-11 · 118 added, 70 removed, 399 unchanged (32% of the section changed)

18 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2021 and December 31, 2020;

no shares issued and outstanding as of March 31, 2021 and December 31, 2020.

10,000,000 shares authorized as of June 30, 2021 and December 31, 2020;

no shares issued and outstanding as of June 30, 2021 and December 31, 2020.

Common stock, $ 0.0001 par value;

490,000,000 shares authorized as of March 31, 2021 and December 31, 2020;

40,169,738 shares issued as of March 31, 2021 and December 31, 2020;

39,342,129 and 39,308,238 shares outstanding as of March 31, 2021 and December 31, 2020, respectively.

490,000,000 shares authorized as of June 30, 2021 and December 31, 2020;

40,256,637 and 40,169,738 shares issued as of June 30, 2021 and December 31, 2020, respectively;

39,552,588 and 39,308,238 shares outstanding as of June 30, 2021 and December 31, 2020, respectively.

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

6 unchanged sentences

Interest expense

Other income (expense)

Total other income (expense), net

1 unchanged sentence

Weighted average shares used to compute net loss per share, basic and diluted

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive loss:

8 unchanged sentences

Stockholders'

Balances at March 31, 2021

Vesting of early exercised stock options

Vesting of restricted stock awards

Exercise of stock options

Issuance of shares under the employee stock purchase plan

Stock-based compensation expense

Employee stock purchase plan expense

Net unrealized loss on marketable securities

Balances at June 30, 2021

Preferred Stock

Comprehensive

Stockholders'

Balances at December 31, 2020

1 unchanged sentence

Vesting of restricted stock awards

Exercise of stock options

Issuance of shares under the employee stock purchase plan

Stock-based compensation expense

1 unchanged sentence

Net unrealized loss on marketable securities

Balances at June 30, 2021

Preferred Stock

Comprehensive

Stockholders'

Balances at March 31, 2020

Issuance of Series B convertible stock, net of issuance costs of $ 130

Stock-based compensation expense

Balances at June 30, 2020

Preferred Stock

1 unchanged sentence

Stockholders'

Equity (Deficit)

Balances at December 31, 2019

4 unchanged sentences

Issuance of Series B convertible preferred stock in connection with the conversion of convertible notes

Balances at March 31, 2020

Stock-based compensation expense

Balances at June 30, 2020

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

15 unchanged sentences

Cash flows from financing activities:

Proceeds from exercise of stock options

Proceeds from issuance of common stock under employee stock purchase plan

Proceeds from the issuance of convertible notes

31 unchanged sentences

In connection with the IPO, the Company amended and restated its amended and restated certificate of incorporation to change the authorized capital stock to 490,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock, all with a par value of $ 0.0001 per share.

The Company has $ 327.0 million of cash, cash equivalents and marketable securities at March 31, 2021, which management believes is sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date these condensed consolidated financial statements.

The Company had $ 318.1 million of cash, cash equivalents and marketable securities at June 30 2021, which management believes is sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the filing date of these condensed consolidated financial statements.

Impact of COVID-19

4 unchanged sentences

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United Stated (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United Stated (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

3 unchanged sentences

Unaudited Interim Financial Information

The interim condensed consolidated balance sheet as of March 31, 2021, and the statements of operations, comprehensive loss, and cash flows for the three months ended March 31, 2021 and 2020 are unaudited.

The interim condensed consolidated balance sheet as of June 30, 2021, the statements of operations and comprehensive loss, and stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020, and the statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three-month periods are also unaudited.

The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three- and six-month periods are also unaudited.

The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period.

The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date.

1 unchanged sentence

Use of Estimates

The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of expenses during the reporting period.

Significant areas that require management’s estimates include accruals of research and development expenses, including accrual of research contract costs, share-based compensation assumptions, and fair value of common stock and convertible preferred stock prior to the IPO.

On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions

that management believes to be reasonable under the circumstances.

On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various

other assumptions that management believes to be reasonable under the circumstances.

Actual results could differ from those estimates.

1 unchanged sentence

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase.

Cash deposits are all in reputable financial institutions in the United States and as of March 31, 2021 and December 31, 2020, cash and cash equivalents consisted of cash on deposit with U.S.

Cash deposits are all in reputable financial institutions in the United States and as of June 30, 2021 and December 31, 2020, cash and cash equivalents consisted of cash on deposit with U.S.

banks denominated in U.S.

40 unchanged sentences

Diluted net loss per common share is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities, and by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares.

For purpose of this calculation, outstanding stock options, unvested restricted stock awards, contingently issuable common stock related to the ESPP, and convertible preferred stock are considered potential dilutive common shares.

Since the Company was in a loss position for both periods presented, basic net loss per share is the same as diluted net loss per share for both periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

For purpose of this calculation, outstanding stock options, unvested restricted stock awards, contingently issuable common stock related to the 2020 Employee Stock Purchase Plan (the “ESPP”), and convertible preferred stock are considered potential dilutive common shares.

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company.

1 unchanged sentence

In periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The Company reported a net loss for the three-month periods ended March 31, 2021 and 2020.

The Company reported a net loss for the three- and six-month periods ended June 30, 2021 and 2020.

Recent Accounting Pronouncements

3 unchanged sentences

The Company has elected to use this exemption to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

As a result, the Company’s financial statements may not be comparable to the financial statements of issuers

who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

The Company expects to lose its status as an emerging growth company on December 31, 2021, when it expects to qualify as a large accelerated filer based on its market capitalization as of June 30, 2021, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

As a result, the Company intends to adopt all accounting pronouncements currently deferred under the extended transition period available for emerging growth companies according to public company standards at December 31, 2021.

The adoption dates for the new accounting pronouncements disclosed below have been presented as such.

Where allowable, the Company has early adopted certain standards as described below.

7 unchanged sentences

The adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No.

2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.

ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software (ASC 350-40), to determine which implementation costs to capitalize as assets or expense as incurred.

The internal-use software guidance in ASC 350-40 requires that certain costs incurred during the application development stage be capitalized and other costs incurred during the preliminary project and post-implementation stages be expensed as they are incurred.

A customer’s accounting for the hosting component of the arrangement is not affected by this guidance.

The amendments in ASU 2018-15 are effective for fiscal years beginning after December 15, 2019 for public entities.

For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021.

Early adoption permitted.

The Company early adopted this guidance effective on January 1, 2021.

The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

10 unchanged sentences

For non-public entities, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years, and early adoption is permitted.

Based on the Company’s current filer status, the Company expects to adopt this new guidance under ASU 2016-02 effective January 1, 2022 and is in the process of completing its review of its existing lease agreements under Topic 842.

The Company expects to adopt this new guidance under ASU 2016-02 as of January 1, 2021 at December 31, 2021 on the Company’s 2021 Form 10-K filing and is in the process of completing its review of its existing lease agreements under Topic 842.

The Company anticipates recording a right-of-use asset and lease liability to account for its facility leases and will record a cumulative-effect adjustment in the period of adoption.

10 unchanged sentences

A prospective transition approach is required for debt securities that have recognized an other-than-temporary impairment prior to the effective date.

The Company is currently evaluating the effect of these standards and does not expect the adoption of these standards will have on the Company’s financial position or results of operations.

The Company expects to adopt the new guidance under ASU 2016-13 as of January 1, 2021 at December 31, 2021 on the Company’s 2021 Form 10-K filing.

Though the Company is currently evaluating the effect of these standards it does not expect the impact of the adoption of these standards on the Company’s financial position or results of operations to be material.

Fair Value Measurement

6 unchanged sentences

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

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value.

March 31, 2021

June 30, 2021

(in thousands)

3 unchanged sentences

Commercial paper

government treasury bills

Government-sponsored enterprise securities

March 31, 2021

June 30, 2021

(in thousands)

16 unchanged sentences

Prepaid expenses and other current assets consisted of the following (in thousands):

Prepaid insurance

Prepaid clinical trial costs

Prepaid insurance

Prepaid subscriptions and licenses

Prepaid research contracts

Prepaid professional services

Other Current Liabilities

2 unchanged sentences

Accrued R&D related costs

Accrued payroll related costs

Accrued employee bonuses

Accrued payroll related costs

Accrued professional fees

8 unchanged sentences

On the issuance date the Company determined that the conversion option associated with the 2020 Notes met the definition of a beneficial conversion feature (“BCF”) as the fair value of the underlying instrument at the time of issuance exceeded the contractual conversion price.

The BCF was recognized at its aggregate intrinsic value

of $ 1.1 million as a debt discount with a corresponding credit to additional paid-in capital in the Company’s balance sheet.

The BCF was recognized at its aggregate intrinsic value of $ 1.1 million as a debt discount with a corresponding credit to additional paid-in capital in the Company’s balance sheet.

The debt discount was amortized over the term of the 2020 Notes through the recognition of interest expense via the effective interest method.

5 unchanged sentences

Convertible Preferred Stock

As of March 31, 2020, there were 10,995,312 shares of convertible preferred stock outstanding.

As of June 30, 2020, there were 16,067,762 shares of convertible preferred stock outstanding.

Upon the closing of the Company’s IPO, each then outstanding share of convertible preferred stock was converted into one share of common stock.

As of March 31, 2021 and December 31, 2020, there was no convertible preferred stock outstanding.

As of June 30, 2021 and December 31, 2020, there was no convertible preferred stock outstanding.

Refer to Note 6 “Convertible Preferred Stock” included in the Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 17, 2021 with the SEC.

3 unchanged sentences

The 2014 Plan permitted the grant of options and restricted stock awards (including restricted stock purchase rights and restricted stock bonus awards).

The maximum aggregate number of shares that may be subject to awards and sold under the 2014 Plan as of December 31, 2019 was 717,360

shares, which was subsequently increased to 4,842,180 in September 2020.The 2014 Plan was terminated on the date the 2020 Equity Incentive Plan (the “2020 Plan”), which is described below, became effective, and no additional awards will be made pursuant to the 2014 Plan.

The maximum aggregate number of shares that may be subject to awards and sold under the 2014 Plan as of December 31, 2019 was 717,360 shares, which was subsequently increased to 4,842,180 in September 2020.The 2014 Plan was terminated on the date the 2020 Equity Incentive Plan (the “2020 Plan”), which is described below, became effective, and no additional awards will be made pursuant to the 2014 Plan.

However, any outstanding awards granted under the 2014 Plan will remain outstanding, subject to the terms of the 2014 Plan award agreements, until such outstanding options are exercised or until any awards terminate or expire by their terms.

3 unchanged sentences

are not issued because the award is settled in cash;

forfeited because of the failure to vest;

are forfeited because of the failure to vest;

or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price.

2 unchanged sentences

The 2020 Plan permits the grant of options restricted stock awards, stock appreciation rights, restricted stock unit awards, performance awards, and other awards.

The exercise price for each option and stock appreciation right shall be established in the discretion of the Board, provided that the exercise price of a stock option generally will not be less than 100 % of the fair market value of the Company’s common stock on the date of grant.

The exercise price for each option and stock appreciation right is established in the discretion of the Board, provided that the exercise price of a stock option will not be less than 100 % of the fair market value of the Company’s common stock on the date of grant.

Specific vesting for stock options and stock appreciation rights is service related and determined in each award agreement, where stock options and stock appreciation rights are fully vested at the grant date or follow a graded vesting schedule.

4 unchanged sentences

Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

For options with service- based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options.

For options with service- based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the

“simplified” method for awards that qualify as “plain-vanilla” options.

The expected term of stock options granted to nonemployees is equal to the contractual term of the option award.

13 unchanged sentences

Outstanding as of December 31, 2020

Outstanding as of March 31, 2021(2)

Options vested and exercisable as of March 31, 2021

Options expected to vest as of March 31, 2021

(1) Exercised amount represents vesting of early exercised options.

(2) Balance as of March 31, 2021 includes 119,216 unvested early exercised stock options.

Outstanding as of June 30, 2021(2)

Options vested and exercisable as of June 30, 2021

Options expected to vest as of June 30, 2021

(1) Exercised amount includes vesting of early exercised options.

(2) Balance as of June 30, 2021 includes 112,227 unvested early exercised stock options.

Early Exercise of Stock Options

In September 2020, one employee and one non-employee paid $ 0.6 million to early exercise 135,525 options with exercise prices ranging from $ 4.406 per share to $ 4.824 per share.

As of March 31, 2021, 16,309 of such shares had vested with the remaining shares vesting over their respective terms.

As of June 30, 2021, 23,298 of such shares had vested with the remaining shares vesting over their respective terms.

The terms of the 2014 Plan permit certain option holders to exercise options before their options are vested, subject to certain limitations.

2 unchanged sentences

Such shares are not deemed to be outstanding for accounting purposes until they vest and are therefore excluded from shares outstanding and from basic and diluted net loss per share until the repurchase right lapses and the shares are no longer subject to the repurchase feature.

A liability is recognized related to the cash proceeds of the unvested options and is reclassified into common stock and additional paid-in capital as the shares vest and the repurchase right lapses.

Accordingly, the Company has recorded the unvested portion of the exercise proceeds of $ 0.5 million in other current liabilities as of March 31, 2021.

A liability is recognized related to the cash proceeds of the unvested options and is reclassified into common stock and additional paid-in capital as the shares vest and the

repurchase right lapses.

Accordingly, the Company has recorded the unvested portion of the exercise proceeds of $ 0.5 million in other current liabilities as of June 30, 2021.

Restricted Stock Awards

In June 2020, the Company granted to certain employees 789,095 shares of restricted common stock (the “RSAs”) under the 2014 Plan as consideration for services with a deemed value of $ 2.40 per share, or $ 1.9 million.

The following table summarizes the restricted stock activity under the Plan during the three months ended March 31, 2021:

The following table summarizes the restricted stock activity under the Plan during the six months ended June 30, 2021:

Number of Shares

1 unchanged sentence

Unvested restricted stock as of December 31, 2020

Unvested restricted stock as of March 31, 2021

Unvested restricted stock as of June 30, 2021

Stock-Based Compensation Expense

Stock-based compensation expense related to awards granted under the 2014 Plan, the 2020 Plan and the 2020 ESPP Plan was classified in the statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended March 31,

Stock-based compensation expense related to awards granted under the 2014 Plan, including the RSAs, the 2020 Plan and the 2020 ESPP was classified in the statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

1 unchanged sentence

2020 Employee Stock Purchase Plan

In 2020, the Company’s board of directors and stockholders approved and adopted the 2020 Employee Stock Purchase Plan (the “ESPP”).

In 2020, the Company’s board of directors and stockholders approved and adopted the 2020 ESPP.

The ESPP became effective immediately prior to the date of the underwriting agreement related to the IPO.

2 unchanged sentences

or (ii) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase.

Each offering period is not to exceed 27 months and will include one or more purchase periods (each a “Purchase Period”) as approved by the Company’s board of directors in the offering.

The current offering period will consist of two (2) six month purchase periods (each a “Purchase Period”) during which payroll deductions of the participants are accumulated under the ESPP.

Each offering period is not to exceed 27 months and includes one or more purchase periods (each a “Purchase Period”) as approved by the Company’s board of directors in the offering.

The current offering period consists of two (2) six-month purchase periods (each a “Purchase Period”) during which payroll deductions of the participants are accumulated under the ESPP.

The last business day of each Purchase Period is referred to as the “Purchase Date.” The first Purchase Period commenced on November 18, 2020 with a purchase date of May 15, 2021.

The second Purchase Period will commence on May 16, 2021 and have a purchase date of November 15, 2021.

The second Purchase Period commenced on May 16, 2021 with a purchase date of November 15, 2021.

A total of 430,416 shares of common stock were initially reserved for issuance pursuant to the ESPP.

1 unchanged sentence

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock offered under the ESPP.

Stock-based compensation expense related to the ESPP was $ 64 thousand for the three months ended March 31, 2021.

Stock-based compensation expense related to the ESPP was $ 0.1 million for the three and six months ended June 30, 2021.

Net Loss Per Share

1 unchanged sentence

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average shares used to compute net loss per share, basic and diluted

Net loss per share, basic and diluted

Three Months Ended March 31,

The potentially dilutive shares that were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented are as follows:

Unvested restricted common stock

4 unchanged sentences

The Company determined the purchase of the stock to be non-substantive, and as such, the shares subject to the promissory notes will not be deemed outstanding until such time as the promissory notes have been repaid.

Accordingly, the Company has excluded these shares from the calculation of basic and diluted net loss per share for the three months ended March 31, 2020.

As of December 31, 2020, all outstanding principal and accrued interest relating to the Non-Recourse Notes were settled in full by the two noteholders, and as a result, the Company issued 211,621 shares of common stock to the noteholders and included these shares in the basic and diluted net loss per share for three months ended March 31, 2021.

Accordingly, the Company has excluded these shares from the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2020.

Also included in the potentially dilutive options to purchase common stock are 112,227 unvested stock options that were early exercised by an employee and a non-employee in September 2020 (see Note 9, “Stock-Based Compensation”).

The Company determined the early exercises to be non-substantive as the shares were subject to repurchase rights.

Accordingly, the Company has excluded these shares from the calculation of basic and diluted net loss per share for the three months ended March 31, 2021.

Accordingly, the Company has excluded these shares from the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2021.

Commitments and Contingencies

4 unchanged sentences

As part of the sixth amendment, the Company leased additional space of approximately 2,130 square feet (the “Additional Space”) for a three-year period commencing on December 1, 2020 and ending on November 30, 2023.

Rent for the Additional Space is $ 9,000 for the first year and $ 18,000 for the first and second years.

The Company recorded rent expense of $ 0.1 million and $ 20 thousand during the three months ended March 31, 2021 and 2020, respectively.

Rent for the Additional Space is $ 9,000 for the first year and $ 18,000 for the second and third years.

The Company recorded rent expense of $ 0.1 million during the three and six months ended June 30, 2021.

The rent expense under the MandalMed Services Agreement during the three and six months ended June 30, 2020 was immaterial.

On August 27, 2020, the Company entered into a lease agreement with 512 2nd Street LLC to lease approximately 3,500 square feet of office space in San Francisco, California (the “Office Space Lease Agreement”).

2 unchanged sentences

Monthly rent is $ 23,330 and $ 24,030 for the first and second years of the lease term, respectively.

The Company recorded rent expense under the Office Space Lease Agreement of $ 0.1 million during the three months ended March 31, 2021.

The Company recorded rent expense under the Office Space Lease Agreement of $ 0.1 million during the three and six months ended June 30, 2021.

On December 15, 2020, the Company entered into a lease agreement with Tennieh LLC to lease approximately 9,800 square feet of office space in San Francisco, California (the “Laboratory Lease Agreement”).

2 unchanged sentences

Monthly rent is $ 61,056 for the first year of the lease terms and increases to $ 68,676 by the fifth year of the lease term.

The Company recorded $ 0.1 million rent expense for under the Laboratory Lease Agreement during the three months ended March 31, 2021.

The Company recorded $ 0.2 million and $ 0.3 million rent expense for under the Laboratory Lease Agreement during the three and six months ended June 30, 2021.

The Company conducts research and development programs internally and through third parties that include, among others, arrangements with vendors, consultants, CMOs, and CROs.

The Company has contractual arrangements in the normal course of business with these parties, however, the contracts with these parties are cancelable generally on reasonable notice within one year and the Company’s obligations under these contracts are primarily based on services performed.

The Company included certain contracts that have significant cancellation penalties and are material, which make the continuation of these arrangements reasonable as of March 31, 2021.

The following table summarizes the Company’s future contractual obligations and commitments as of March 31, 2021 (in thousands):

In addition, these agreements may, from time to time, be subjected to amendments as a result of any change orders executed by the parties.

As of June 30, 2021, the Company did not have material contractual commitments with respect to these arrangements.

The following table summarizes the Company’s future contractual obligations and commitments related to the facility lease agreements discussed above as of June 30, 2021 (in thousands):

Year Ending December 31,

2021 (from April, 2021)

2021 (from July, 2021)

Clinical Collaboration and Supply Agreement

11 unchanged sentences

In addition, Novartis may terminate the Novartis Agreement if certain disputes between the parties are not resolved after following the applicable dispute resolution procedures, and the Company may terminate the Novartis Agreement in the event the Company terminates all clinical trials of the combined therapies other than due to a material safety issue or upon a clinical hold.

For the three months ended March 31, 2021, costs incurred reimbursable by Novartis were not material to the condensed consolidated financial statements.

For the six months ended June 30, 2021, costs incurred reimbursable by Novartis were not material to the condensed consolidated financial statements.

Clinical Trial Agreement

16 unchanged sentences

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

As of March 31, 2021 and December 31, 2020, the Company had not incurred any material costs as a result of such indemnifications.

As of June 30, 2021 and December 31, 2020, the Company had not incurred any material costs as a result of such indemnifications.

Costs incurred in connection to the Pfizer Agreement are included in the Research and Development expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2021.

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