What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-08-07 compared with 2020-02-13 · 1524 added, 737 removed, 272 unchanged (89% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

(Amounts in thousands, except share

and per share amounts)

Current assets:

5 unchanged sentences

Property, plant and equipment, net

Research and development incentives receivable - long term

Restricted cash

8 unchanged sentences

Total current liabilities

Deferred rent, net of current portion

Financing obligation

Long term debt, net of debt discount

5 unchanged sentences

Common stock, $0.001 par value;

150,000,000 shares authorized as of December 31, 2019 and March 31, 2019;

36,645,650 and 31,656,950 shares issued and outstanding as of December 31, 2019 and March 31, 2019

150,000,000 shares authorized as of

June 30, 2020 and March 31, 2020;

40,280,420 and 36,668,743 shares issued and outstanding

as of June 30, 2020 and March 31, 2020, respectively

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders' equity

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

The accompanying notes are an integral part

of these condensed consolidated financial statements.

REPLIMUNE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

(Amounts in thousands, except share

and per share amounts)

Three Months Ended

Nine Months Ended

Operating expenses:

3 unchanged sentences

Loss from operations

Other income (expense):

Other income:

Research and development incentives

Investment income

Interest expense

Change in fair value of warrant liability

Other income (expense)

Total other income (expense), net

Interest expense on finance lease liability

Interest expense on debt obligations

Total other income, net

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders, basic and diluted

Net loss per share attributable to common stockholders, basic and

Weighted average common shares outstanding, basic and diluted

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

The accompanying notes are an integral part

of these condensed consolidated financial statements.

REPLIMUNE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

(Amounts in thousands)

Three Months Ended

Nine Months Ended

Other comprehensive loss:

Foreign currency translation gain (loss)

Net unrealized loss on short-term investments, net of tax

Foreign currency translation loss

Net unrealized gain (loss) on short-term investments, net of tax

Comprehensive loss

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

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE

PREFERRED STOCK

AND STOCKHOLDERS EQUITY (DEFICIT)

(Amounts in thousands, except share amounts)

preferred stock

The accompanying notes are an integral part

of these condensed consolidated financial statements.

REPLIMUNE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

(Amounts in thousands, except share

comprehensive

stockholders

equity (deficit)

stockholders’

Balances as of March 31, 2020

Foreign currency translation adjustment

Unrealized gain on short-term investments

Exercise of stock options

Stock-based compensation expense

Impact of adoption of ASC 842

Balances as of June 30, 2019

Foreign currency translation adjustment

Unrealized loss on short-term investments

Exercise of stock options

Stock-based compensation expense

Balances as of September 30, 2019

Issuance of common stock through ATM sales, net of offering costs

Issuance of common shares upon closing of follow-on public offering, net of issuance costs and underwriter fees of $4,017

Issuance of prefunded warrants to purchase common stock, net of issuance costs and underwriter fees of $1,797

Issuance of prefunded warrants to purchase common stock, net of

$2,100 issuance costs

Issuance of common stock, net of issuance costs and underwriter

fees of $5,117

Foreign currency translation adjustment

2 unchanged sentences

Stock-based compensation expense

Balances as of December 31, 2019

Balances as of June 30, 2020

Balances as of March 31, 2019

1 unchanged sentence

Unrealized gain on short-term investments

Stock-based compensation expense

Balances as of June 30, 2018

Conversion of convertible preferred stock into common stock upon closing of initial public offering

Conversion of convertible preferred stock warrants into common stock warrants

Repurchase of class A common stock upon closing of initial public offering

Issuance of common stock upon closing of initial public offering, net of issuance costs and underwriter fees of $9,935

Foreign currency translation adjustment

Unrealized loss on short-term investments

Exercise of stock options

Stock-based compensation expense

Balances as of September 30, 2018

Foreign currency translation adjustment

Unrealized loss on short-term investments

Exercise of stock options

Stock-based compensation expense

Balances as of December 31, 2018

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Impact of adoption of ASC 842

Balances as of June 30, 2019

The accompanying notes are an integral part

of these condensed consolidated financial statements.

REPLIMUNE GROUP, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Nine Months Ended

Three Months Ended

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 used in operating

Stock-based compensation expense

Depreciation and amortization

Change in fair value of warrant liability

Net amortization of premiums and discounts on short-term investments

Noncash interest expense

Net amortization of premiums and discounts on short-term investments

Changes in operating assets and liabilities:

7 unchanged sentences

Operating lease liabilities

Deferred rent

Net cash used in operating activities

5 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock in follow-on public offering, net of underwriting fees and discounts

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and discounts

Proceeds from issuance of common stock through ATM sales

Proceeds from long-term debt

Payment of issuance costs

Exercise of stock options

Proceeds from issuance of common stock in initial public offering, net of underwriting fees and discounts

Proceeds from issuance of common stock in follow-on public offering,

net of underwriting fees and discounts

Proceeds from issuance of prefunded warrants to purchase common

stock, net of underwriting fees and discounts

Principal payment of finance lease obligation

Exercise of stock options

Net cash provided by financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Effect of exchange rate changes on cash, cash

equivalents and restricted cash

Net increase in cash, cash equivalents

and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

1 unchanged sentence

Supplemental disclosure of cash flow information:

Cash paid for interest

Supplemental disclosure of non-cash investing and financing activities:

Conversion of convertible preferred stock warrants into common stock warrants

Conversion of convertible preferred stock into common stock

Cash paid during the period for interest

Supplemental disclosure of non-cash investing

and financing activities:

Net unrealized gain (loss) on short-term investments

Issuance costs included in accounts payable

Purchases of property and equipment included in accounts payable

Lease assets obtained in exchange for new financing lease liabilities

Lease assets obtained in exchange for new operating lease liabilities

Amounts capitalized under the built-to-suit lease transaction

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Nature of the business

Replimune Group, Inc.

(the Company) is a clinical-stage biotechnology company focused on the development of oncolytic immunotherapies to treat cancer.

Replimune Limited (Replimune UK) was incorporated in 2015 under the laws of England, and was the sole shareholder of Replimune, Inc.

(Replimune US), a Delaware corporation.

On July 5, 2017, Replimune Group, Inc., a Delaware corporation, was incorporated and on July 10, 2017 the shareholders of Replimune UK effected a share-for-share exchange pursuant to which they exchanged their outstanding shares in Replimune UK for shares in Replimune Group, Inc., on a one-for-one basis.

In addition, the holders of warrants and stock options to purchase Replimune UK capital stock canceled their warrants to purchase shares of series seed convertible preferred stock and stock options in Replimune UK and were issued replacement warrants to purchase shares of series seed convertible preferred stock and stock options to acquire Replimune Group, Inc.

capital stock on a one-for-one basis.

These transactions are collectively referred to as the reorganization.

Upon completion of the reorganization, the historical consolidated financial statements of Replimune UK became the historical consolidated financial statements of Replimune Group, Inc.

because the reorganization was accounted for similar to a reorganization of entities under common control due to the high degree of common ownership of Replimune UK and Replimune Group, Inc.

and lack of economic substance to the transaction.

The Company concluded that the reorganization resulted in no change in the material rights and preferences of each respective class of equity interests and no change in the fair value of each respective class of equity interests before and after the reorganization.

On December 8, 2017, Replimune UK transferred all outstanding shares of its wholly owned subsidiary, Replimune US to Replimune Group, Inc.

Replimune Group.

Inc., a Delaware corporation, is the sole shareholder of Replimune UK, Replimune US and Replimune Securities Corporation, a Massachusetts corporation that was incorporated in November 2017.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations.

Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities.

Even if the Companys product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Forward stock split

On July 9, 2018, the Company effected a l -for-9.94688 forward stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Companys Convertible Preferred Stock (see Note 8).

Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this forward stock split and adjustment of the convertible preferred stock conversion ratios.

Further, on July 9, 2018, the Companys authorized shares of common stock were increased to 27,314,288.

Accordingly, the authorized shares of common stock presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the newly authorized shares of common stock.

Initial public offering

On July 24, 2018, the Company completed an initial public offering (IPO) of its common stock and issued and sold 6,700,000 shares of common stock at a public offering price of $15.00 per share, resulting in net proceeds of $93,465 after deducting underwriting discounts and commissions but before deducting offering costs of $2,157.

Upon closing of the IPO, the Companys outstanding convertible preferred stock automatically converted into shares of common stock (see Note 8).

Upon conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock and additional paid-in capital.

The warrant to purchase shares of the Companys series seed convertible preferred stock was converted into a warrant to purchase shares of the Companys common stock upon the closing of the IPO.

As a result, the warrant liability was remeasured a final time on the closing date of the IPO and reclassified to stockholders equity.

Additionally, the Company repurchased 26,258 shares of class A common stock at a price equal to its par value upon the closing of the IPO.

On July 30, 2018, the Company issued and sold an additional 707,936 shares of its common stock at the IPO price of $15.00 per share pursuant to the underwriters partial exercise of their option to purchase additional shares of common stock, resulting in additional net proceeds of $9,876 after deducting discounts and commissions and other offering expenses.

Also, in connection with the completion of its IPO on July 24, 2018, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to authorize the issuance of up to 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share.

(the “Company”)

is a clinical-stage biotechnology company focused on the development of oncolytic immunotherapies to treat cancer.

Replimune Group, Inc.,

whose predecessor was founded in 2015, is the parent company of its wholly owned subsidiaries:

Replimune Limited (“Replimune

Replimune, Inc.

(“Replimune US”);

and Replimune Securities Corporation.

The Company is subject to risks and uncertainties

common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new

technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations

and the ability to secure additional capital to fund operations.

Product candidates currently under development will require significant

additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance

and reporting capabilities.

Even if the Company’s product development efforts are successful, it is uncertain when, if ever,

the Company will realize significant revenue from product sales.

Basis of presentation

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

The Company has incurred recurring losses since its inception, including net losses of $16,189 and $7,673 for the three months ended December 31, 2019 and 2018, respectively and net losses of $36,836 and $24,178 for the nine months ended December 31, 2019 and 2018, respectively.

In addition, as of December 31, 2019, the Company had an accumulated deficit of $96,509.

The Company expects to continue to generate operating losses for the foreseeable future.

As of February 13, 2020, the issuance date of these consolidated financial statements, the Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of the condensed consolidated financial statements.

The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations.

If the Company is unable to obtain funding it could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or it may be unable to continue operations.

Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations , if at all.

The accompanying consolidated financial

statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities

and commitments in the ordinary course of business.

The Company has incurred recurring losses since its inception, including net

losses of $17,493 and $9,508 for the three months ended June 30, 2020 and 2019, respectively.

In addition, as of June 30,

2020, the Company had an accumulated deficit of $129,791.

The Company expects to continue to generate operating losses for the

foreseeable future.

As of the issuance date of these consolidated financial statements, the Company expects that its cash and cash

equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements through

at least 12 months from the issuance of the consolidated financial statements.

Company expects to seek additional funding through public and private equity financings, debt financings, collaborations, licensing

arrangements, and/or strategic alliances.

If the Company is unable to obtain funding

it could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion

or commercialization efforts, which could adversely affect its business prospects, or it may be unable to continue operations.

Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient

funding on terms acceptable to the Company to fund continuing operations, if at all.

Impact of the COVID-19 coronavirus

In December 2019, a novel strain of

coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 coronavirus

has spread globally.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S.

imposed travel restrictions on travel between the United States, Europe and certain other countries.

The impact of this pandemic

has been, and will likely continue to be, extensive in many aspects of society, which has resulted, and will likely continue to

result, in significant disruptions to the global economy as well as businesses and capital markets around the world.

In response to public health directives

and orders and to help minimize the risk of the virus to employees, the Company has taken precautionary measures, including implementing

work-from-home policies for the Company’s employees, other than certain essential employees in our laboratory and who perform

manufacturing functions, and certain other employees who we deem essential from time to time.

For those essential employees, the

Company has implemented stringent safety measures designed to comply with applicable federal, state and local guidelines instituted

in response to the COVID-19 pandemic.

The Company has taken these and other precautionary steps while maintaining business continuity

in order to continue to progress its programs.

While there has been no prolonged material disruption to the Company’s business

to date, the impact of the virus, including work-from-home policies, may negatively impact productivity, disrupt the Company’s

business, and delay its preclinical research and clinical trial activities and its development program timelines, the magnitude

of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability

to conduct its business in the ordinary course.

Other impacts to the Company’s business may include temporary closures of

its suppliers and disruptions or restrictions on its employees’

ability to travel.

Any prolonged material disruption to

the Company’s employees or suppliers could adversely impact the Company’s preclinical research and clinical trial

activities, financial condition and results of operations, including its ability to obtain financing.

Summary of significant accounting policies

Principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the accounts of the Company and its wholly owned subsidiaries, Replimune UK, Replimune US and Replimune Securities Corporation, after elimination of all intercompany accounts and transactions.

The consolidated financial statements reflect the capital as if Replimune Group, Inc.

The accompanying consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP,

and include the accounts of the Company and its wholly owned subsidiaries, Replimune UK, Replimune US and Replimune Securities

Corporation, after elimination of all intercompany accounts and transactions.

The consolidated financial statements reflect the

capital as if Replimune Group, Inc.

had been in existence for all periods presented.

Use of estimates

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

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common stock and stock-based awards.

The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances .

Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience.

Changes in estimates are recorded in the period in which they become known.

The preparation of consolidated financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the

reported amounts of expenses during the reporting periods.

Significant estimates and assumptions reflected in these consolidated

financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common

stock and stock-based awards.

The Company bases its estimates on historical experience, known trends and other market-specific

or other relevant factors that it believes to be reasonable under the circumstances.

The full extent to which the COVID-19 pandemic

will directly or indirectly impact our business, results of operations and financial condition, including, expenses, research and

development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result

of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19.

We have made estimates

of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods.

Estimates are periodically reviewed in light

of reasonable changes in circumstances, facts and experience.

Changes in estimates are recorded in the period in which they become

Actual results could differ from those estimates or assumptions.

Unaudited interim financial information

The accompanying consolidated balance sheet as of December 31, 2019, the consolidated statements of operations, of comprehensive loss and of convertible preferred stock and stockholders equity for the three and nine months ended December 31, 2019 and 2018 and the consolidated statements of cash flows for the nine months ended December 31, 2019 and 2018 are unaudited.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Companys financial position as of December 31, 2019 and the results of its operations for the three and nine months ended December 31, 2019 and 2018.

The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2019 and 2018 are unaudited.

The results for the three and nine months ended December 31, 2019 are not necessarily indicative of results to be expected for the year ending March 31, 2020, any other interim periods or any future year or period.

The financial information included herein should be read in conjunction with the financial statements and notes in the Companys Annual Report on Form 10-K for the year ended March 31, 2019.

During the three and nine months ended December 31, 2019, there have been no changes to the Companys significant accounting policies as described in the Companys Annual Report on Form 10-K for the year ended March 31, 2019, except as described below.

Debt Issuance Costs

Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements.

These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method.

If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately.

The Companys condensed consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability.

Recently Adopted Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Updates (ASU) No.

2018-07, Compensation - Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07).

ASU 2018-17 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.

ASU 2018-17 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606).

The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

Early adoption is permitted.

The Company adopted ASU 2018-17 on April 1, 2019.

The accompanying consolidated balance sheet

as of June 30, 2020, the consolidated statements of operations, of comprehensive loss and of cash flows for the three months

ended June 30, 2020 and 2019 and the consolidated statement of stockholders’

equity as of June 30, 2020 and 2019

are unaudited.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual

consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring

adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2020 and the results

of its operations and its cash flows for the three months ended June 30, 2020 and 2019.

The financial data and other information

disclosed in these consolidated notes related to the three months ended June 30, 2020 and 2019 are unaudited.

for the three months ended June 30, 2020 are not necessarily indicative of results to be expected for the year ending March 31,

2021, any other interim periods or any future year or period.

The financial information included herein should be read in conjunction

with the financial statements and notes in the Company's Annual Report on Form 10-K for the year ended March 31, 2020.

During the three months ended June 30,

2020, there have been no changes to the Company’s significant accounting policies as described in the Company's Annual Report

on Form 10-K for the year ended March 31, 2020, except as described below.

Recently adopted accounting

pronouncements

In August 2018, the FASB issued ASU

2018-13, Fair Value Measurement (Topic 820), Disclosure Framework- Changes to the Disclosure Requirements for

Fair Value Measurement (“ASU 2018-13”).

The amendments in this ASU require certain existing disclosure requirements

in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic.

In addition, this ASU

allows entities to exercise more discretion when considering fair value measurement disclosures.

The Company adopted ASU 2018-13

on April 1, 2020.

The adoption of ASU 2018-13 did not have a material impact on the Company's consolidated financial statements.

In July 2017, the FASB issued ASU No.

2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I.

Accounting for Certain Financial Instruments with Down Round Features II.

Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017-11).

Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features.

Part II replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments.

ASU 2017-11 is required to be adopted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years.

In November 2018, the FASB issued ASU

2018-18, Collaborative Arrangements (Topic 808):

Clarifying the Interaction between Topic 808 and Topic 606 (“ASU2018-18”),

which clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under

Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account.

In those situations,

all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements.

The standard adds unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service)

when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606,

and requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third

parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement

participant is not a customer.

The standard is effective for interim and annual periods beginning after December 15, 2019,

with early adoption permitted, including adoption in any interim period for public business entities for periods in which financial

statements have not been issued.

Amendments in the standard should be applied retrospectively to the date of initial application

of Topic 606, but entities may elect to apply the amendments in this Update retrospectively either to all contracts or only to

contracts that are not completed at the date of initial application of Topic 606, and should disclose the election.

An entity may

also elect to apply the practical expedient for contract modifications that is permitted for entities using the modified retrospective

transition method in Topic 606.

The Company adopted ASU 2018-18 on April 1, 2020.

The adoption of ASU 2017-11 did not have a material impact on the Companys consolidated financial statements.

In February 2016, the FASB issued ASU No.

2016-02 (ASU 2016-02), Leases (Topic 842), which supersedes FASB Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors.

The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.

This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively.

A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of classification.

Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.

In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842, which amends ASU 2016-02 to provide entities an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 842.

An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date that the entity adopts Topic 842.

In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842):

Targeted Improvements, which provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented.

The Company adopted ASU 2016-02, as amended, on April 1, 2019, which supersedes the current leasing guidance and upon adoption, requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months.

Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

Upon the adoption of the guidance, operating leases are capitalized on the balance sheet at the present value of lease payments.

The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 was calculated using the applicable incremental borrowing rate at the date of adoption.

The Company adopted ASU 2016-02, including several practical expedients on April 1, 2019.

The Company elected the available package of practical expedients, which allows the Company to not reassess previous accounting conclusions around whether arrangements are or contain leases, the classification of leases, and the treatment of initial direct costs.

The Company also made an accounting policy election to utilize the short-term lease exemption, whereby leases with a term of 12 months or less will not follow the recognition and measurement requirements of the new standard.

Upon adoption, the Company recognized total right-of-use assets of $789, with corresponding liabilities of $837 on the consolidated balance sheets.

Additionally, the Company derecognized $11,514 of construction in progress assets and $6,561 of financing obligations and recorded long term prepaid rent of $5,006 on the consolidated balance sheet (see Note 12).

The following table summarizes the financial impact on the Companys condensed consolidated balance sheet upon the adoption of ASU 2016-02 and the cumulative effect adjustment on April 1, 2019:

March 31, 2019

April 1, 2019

Property, plant, and equipment, net

Right-to-use asset

Long term prepaid rent

Lease liabilities, current

Lease liabilities, non-current

Accrued expenses

Deferred rent, net of current portion

Financing obligation

Accumulated deficit

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820), Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13).

The amendments in this ASU require certain existing disclosure requirements in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic.

In addition, this ASU allows entities to exercise more discretion when considering fair value measurement disclosures.

ASU 2018-13 will be effective for the Company beginning April 1, 2020 with early adoption permitted.

The Company is in the process of evaluating the impact of ASU 2018-13 on its consolidated financial statements and disclosures.

The adoption of ASU 2018-18 did not have

a material impact on the Company's consolidated financial statements.

Recently issued accounting

pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments- Credit Losses (Topic 326).

The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses.

In April 2019, the FASB issued ASU No.

2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain unintended applications of the guidance contained in each of the amended Topics.

Additionally, in May 2019, the FASB issued ASU No.

2019-05, Financial Instruments - Credit Losses (Topic 326), which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost.

The standard is effective for fiscal years and interim periods beginning after December 15, 2019.

Early adoption is permitted for all periods beginning after December 15, 2018.

The Company is currently in the process of evaluating the impact the standard will have on its consolidated financial statements.

2016-13, Financial

Instruments- Credit Losses (Topic 326).

The standard changes how entities will measure credit losses for most financial

assets and certain other instruments that are not measured at fair value through net income.

Financial assets measured at amortized

cost will be presented at the net amount expected to be collected by using an allowance for credit losses.

In April 2019,

the FASB issued ASU No.

2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit

Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain

unintended applications of the guidance contained in each of the amended Topics.

Additionally, in May 2019, the FASB issued

2019-05, Financial Instruments - Credit Losses (Topic 326), which provides an option

to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost.

The standard is effective

for fiscal years and interim periods beginning after December 15, 2023.

Early adoption is permitted for all periods beginning

after December 15, 2018.

The adoption of ASU 2016-13 is not expected to have a material impact on the Company's consolidated

financial statements.

Fair value of financial assets and liabilities

The following tables present information about the Companys financial assets and liabilities measured at fair value on a recurring basis:

The following tables present information

about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements as of

December 31, 2019 Using:

June 30, 2020 Using:

Money market funds

Commercial paper

US Government Agency bonds

US Treasury bonds

Corporate debt securities

Fair Value Measurements as of

US Government Agency bonds

Value Measurements as of

March 31, 2020 Using:

1 unchanged sentence

Commercial paper

US Government Agency bonds

US Treasury bonds

US Government Agency bonds

Corporate debt securities

During the three and nine months ended December 31, 2019 and 2018, there were no transfers between levels.

The underlying securities held in the money

market funds held by the Company are all government backed securities.

During the three months ended June 30,

2020 and 2019, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

Money market funds, commercial paper, US Government Agency bonds, US Treasury bonds and corporate debt securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Valuation of Warrant Liability

The warrant liability is related to the warrants to purchase shares of series seed convertible preferred stock (see Note 8).

The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

Upon the closing of the IPO in July 2018, the warrant to purchase shares of the Companys series seed convertible preferred stock was converted into a warrant to purchase shares of the Companys common stock.

As a result, the warrant liability was remeasured a final time on the closing date of the IPO and reclassified to stockholders equity.

The Company used the Black-Scholes option-pricing model, which incorporated assumptions and estimates, to value the warrant liability.

Key estimates and assumptions impacting the fair value measurement include:

(i) the expected term of the warrants, (ii) the risk-free interest rate, (iii) the expected dividend yield, (iv) expected volatility of the price of the underlying series seed convertible preferred stock and (v) the fair value of the series seed convertible preferred stock on the valuation date.

The Company estimated the fair value per share of the underlying series seed convertible preferred stock based, in part, on the results of third-party valuations and additional factors deemed relevant.

The risk-free interest rate was determined by reference to the U.S.

Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants.

The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future.

Prior to July 2018, the Company was a private company and accordingly, lacked company-specific historical and implied volatility information of its stock, the expected stock volatility was based on the historical volatility of publicly traded peer companies for a term equal to the remaining expected term of the warrants.

Based on the terms and conditions of the warrant, upon closing of the Companys IPO in July 2018, the warrant to purchase shares of the Companys series seed convertible preferred stock was converted into a warrant to purchase shares of the Companys common stock.

On that date, the Company remeasured the warrant liability to fair value and reclassified the total carrying value to additional paid-in capital.

The Company performed the final remeasurement of the warrant liability using the IPO price of $15.00 per share and recorded the change in fair value as a component of total other income (expense), net in the consolidated statement of operations.

The following assumptions were used to measure the fair market value of the warrant liability upon the conversion date:

Risk-free interest rate

Expected dividend yield

Expected term (in years)

Expected volatility

Fair value of series seed preferred stock

The following table presents a roll forward of the warrant liability:

Balance at March 31, 2018

Change in fair value

Conversion of convertible preferred stock warrant into common stock warrant

Balance at December 31, 2018

Money market funds, commercial

Treasury bonds, U.S.

Government Agency bonds and corporate debt securities were valued by the Company using quoted

prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

equivalents consisted of money market funds at June 30, 2020 and March 31, 2020.

Short-term investments

Short-term investments by investment type consisted of the following:

December 31, 2019

Amortized cost

Short-term investments by investment type

consisted of the following:

June 30, 2020

Gross unrealized

3 unchanged sentences

US Treasury bonds

Corporate debt securities

March 31, 2019

Amortized cost

Gross unrealized

5 unchanged sentences

Property, plant and equipment, net

Property, plant and equipment, net consisted

of the following:

Construction in progress

3 unchanged sentences

Office equipment

Build-to-suit lease asset

Accumulated depreciation and amortization

Depreciation and amortization expense was $107 and $191 for the three and nine months ended December 31, 2019, respectively, and $37 and $106 for the three and nine months ended December 31, 2018, respectively.

Build-to-suit lease asset, as of March 31, 2019, included $11,514 capitalized in connection with the Companys build-to-suit lease accounting.

Upon transition to ASC 842, the Company determined that it did not control the build-to-suit lease asset and the arrangement has been accounted for under ASC 842 guidance.

Depreciation and amortization

expense was $391 and $42 for the three months ended June 30, 2020 and 2019, respectively, and recorded within research and

development and general and administrative expenses in the consolidated statement of operations.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

Accrued expenses and other current liabilities

consisted of the following:

Accrued research and development costs

1 unchanged sentence

Accrued professional fees

Deferred rent

Long-term debt

4 unchanged sentences

Hercules Loan Agreement

On August 8, 2019, (the Closing Date) the Company and certain of its affiliates entered into a Loan and Security Agreement (the Loan Agreement) with Hercules Capital, Inc.

(Hercules) pursuant to which Hercules agreed to make available to the Company a secured term loan facility in the amount of $30,000 (the Term Loan Facility), subject to certain terms and conditions.

The Company borrowed $10,000 under the Loan Agreement in one advance as a single tranche Term Loan on the Closing Date upon which the Company paid a $225 facility charge and incurred $130 in additional closing and legal fees.

The Company may borrow the unused $20,000 available under the Term Loan Facility in two separate advances.

The second advance of up to $10,000 may be borrowed between January 1, 2020 and December 15, 2020 and the third advance of up to $10,000 may be borrowed between July 1, 2020 and June 30, 2021.

Advances under the Term Loan Facility bear interest at a rate per annum equal to the greater of either (i) the prime rate as reported in The Wall Street Journal plus 2.75%, or (ii) 8.75%.

The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities.

The term of the Loan Agreement is four years, ending August 1, 2023.

Interest is payable on a monthly basis until March 1, 2022 (the Amortization Date).

After the Amortization Date, payments shall consist of equal monthly installments of principal and interest payable until the secured obligations are repaid in full.

At any time the Company may prepay the principal of any advance pursuant to the terms of the Term Loan Facility subject to a prepayment charge equal to:

3.0%, if such advance is prepaid within the first twelve months following the Closing Date, 2.0%, if such advance is prepaid after twelve months but prior to twenty four months following the Closing Date, and 1.0%, if such advance is prepaid anytime thereafter.

The Company will also pay a charge equal to the product of 4.95% and the aggregate amount of any advance made pursuant to the terms of the Term Loan Facility.

The Term Loan Facility is secured by substantially all of the Companys assets, but excluding its intellectual property, and subject to certain exceptions and exclusions.

The Loan Agreement contains customary covenants for transactions of this type and other covenants agreed to by the parties, including, among others, (i) the provision of delivery of annual and quarterly financial statements and insurance policies and restrictions on incurring debt, granting liens, making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales.

The Loan Agreement also provides for customary events of default, including, among others, events of default relating to failure to make payment, bankruptcy, breach of covenants, breaches of representations and warranties, change of control, judgment and material adverse effects.

In connection with entering into the Hercules Loan Agreement the Company also paid Hercules $355 of upfront fees, including closing costs and legal fees associated with entering into the agreement, which were recorded as a debt discount.

The debt discount is reflected as a reduction of the carrying value of long-term debt on the Companys condensed consolidated balance sheet and is being amortized to interest expense over the term of the loan using the effective interest method.

The Company recognized aggregate interest expense under the Hercules Loan Agreement of $302 and $376 during the three and nine months ended December 31, 2019, which included non-cash interest expense of $81 and $94 related to the accretion of the debt discount and the final payment.

As of December 31, 2019, the unamortized debt discount was $261.

The Companys annual effective interest rate of the Hercules Loan Agreement was approximately 10.1% for the period from August 8, 2019 to December 31, 2019.

There were no principal payments due or paid under the Hercules Loan Agreement during the three and nine months ended December 31, 2019.

Future payments of long-term debt, as of December 31, 2019 are as follows (fiscal years):

On August 8, 2019, (the “Closing

Date”) and as amended on June 1, 2020 (“the First Amendment”), the Company and certain of its affiliates

entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc.

(“Hercules”)

pursuant to which Hercules agreed to make available to the Company a secured term loan facility in the amount of $30,000 (the

“Term Loan Facility”), subject to certain terms and conditions.

The Company borrowed $10,000 under the Hercules Loan

Agreement in one advance as a single tranche Term Loan on the Closing Date upon which the Company paid a $225 facility charge

and incurred $130 in additional closing and legal fees.

The Company may borrow the unused $20,000 available under the Term Loan

Facility in two separate advances.

The second advance of up to $10,000 may be borrowed between January 1, 2020 and December 15,

2020 and the third advance of up to $10,000 may be borrowed between July 1, 2020 and June 30, 2021.

In June 2020, the Company entered

into the First Amendment to the Hercules Loan Agreement (the “Hercules First Amendment”), which amended the secured

term loan facility from $30,000 to $40,000, subject to terms and conditions, by adding a fourth advance of up to $10,000.

Company may borrow the second advance of $10,000 may between October 1, 2020 and December 15, 2020.

In the event the

Company does not draw on the second advance or if the Term Loan Facility is terminated prior to a draw of the second advance,

the Company shall pay Hercules a one-time facility charge fee of $0.1 million on the earliest of (i) December 16, 2020

or (ii) the date the Company prepays the outstanding obligations.

The third advance of up to $10,000 may be borrowed between

July 1, 2020 and June 30, 2021.

The fourth advance of up to $10,000 may be borrowed between July 1, 2021 and December 15,

The Company incurred $103 in additional closing and legal fees in connection with Hercules First Amendment, of which $100

will be capitalized and amortized as part of the effective yield.

Additionally, the Amortization Date was changed from March 1,

2022 to September 1, 2022 (the “Amortization Date”) to extend the interest only payment period by six months.

Advances under the Term Loan Facility bear

interest at a rate per annum equal to the greater of either (i) the prime rate as reported in The Wall Street Journal plus

2.75%, or (ii) 8.75%.

The Hercules Loan Agreement includes covenants, limitations, and events of default customary for similar

The term of the Hercules Loan Agreement is four years, ending August 1, 2023.

Interest is payable on a monthly basis

until the Amortization Date.

After the Amortization Date, payments shall consist of equal monthly installments of principal and

interest payable until the secured obligations are repaid in full.

At any time the Company may prepay the

principal of any advance pursuant to the terms of the Term Loan Facility subject to a prepayment charge equal to:

3.0%, if such

advance is prepaid within the first twelve months following the Closing Date, 2.0%, if such advance is prepaid after twelve months

but prior to twenty four months following the Closing Date, and 1.0%, if such advance is prepaid anytime thereafter.

will also pay a charge equal to the product of 4.95% and the aggregate amount of any advance made pursuant to the terms of the

Term Loan Facility.

The Term Loan Facility is secured by substantially

all of the Company’s assets, but excluding its intellectual property, and subject to certain exceptions and exclusions.

The Hercules Loan Agreement contains customary

covenants for transactions of this type and other covenants agreed to by the parties, including, among others, (i) the provision

of delivery of annual and quarterly financial statements and insurance policies and restrictions on incurring debt, granting liens,

making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales.

The Hercules Loan Agreement

also provides for customary events of default, including, among others, events of default relating to failure to make payment,

bankruptcy, breach of covenants, breaches of representations and warranties, change of control, judgment and material adverse

In connection with entering into the Hercules

Loan Agreement, the Company paid Hercules $355 of upfront fees, including closing costs and legal fees associated with entering

into the agreement, which were recorded as a debt discount.

In connection with entering into the Hercules First Amendment, the

Company paid $100 of upfront fees, including closing costs and legal fees associated with entering into the amendment, which were

recorded as debt discount, totaling the debt discount to $455 as of June 30, 2020.

The debt discount is reflected as a reduction

of the carrying value of long-term debt on the Company’s consolidated balance sheet and is being amortized to interest expense

over the term of the loan using the effective interest method.

The Company recognized aggregate interest

expense under the Hercules Loan Agreement of $284 during the three months ended June 30, 2020, which included non-cash interest

expense of $27 and $36 related to the accretion of the debt discount and the final payment.

As of June 30, 2020, the unamortized

debt discount was $236.

The Company’s annual effective interest rate of the Hercules First Amendment was approximately 10.5%

as of June 30, 2020.

There were no principal payments due or

paid under the Hercules Loan Agreement during the three months ended June 30, 2020.

Future payments of long-term debt as of

June 30, 2020 are as follows (fiscal years):

Debt maturity as of June

Future long-term debt payments:

2021 (remaining nine months)

Total debt payments

The table of future payments of long-term debt excludes the end of term charge of $495 which is due upon the maturity of the loan.

S tockholders Equity

As of December 31, 2019 and March 31, 2019, the Companys certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $0.00l per share.

As of December 31, 2019 and March 31, 2019, the Company had reserved 10,472,126 and 6,873,744 shares of common stock for the exercise of outstanding stock options, the number of shares remaining available for grant under the Companys 2018 Omnibus Incentive Compensation Plan and the Companys Employee Stock Purchase Plan (see Note 9) and the exercise of the outstanding warrants to purchase shares of common, respectively.

Undesignated Preferred Stock

As of December 31, 2019 and March 31, 2019, the Companys certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $0.001 per share.

There were no undesignated preferred shares issued or outstanding as of December 31, 2019 or March 31, 2019.

Convertible Preferred Stock

The Company has issued series seed convertible preferred stock (the series seed preferred stock), series A convertible preferred stock (the series A preferred stock) and series B convertible preferred stock (the series B preferred stock).

The series seed preferred stock, series A preferred stock and series B preferred stock are collectively referred to as the preferred stock. In connection with the closing of the IPO, the preferred stock converted into 19,157,360 shares of common stock on a 1:9.94688 basis.

There was no preferred stock outstanding as of December 31, 2019.

Preferred Stock Warrants

In connection with the issuance of the series seed preferred stock, the Company issued to the holders of the series seed preferred stock warrants for the purchase of 50,000 shares of series seed preferred stock, which became fully vested and exercisable in the year of issuance.

The warrants to purchase shares of series seed preferred stock were issued at an exercise price of $10.00 per share and expire on the earlier of September 16, 2025 or a qualified change of control event.

The issuance date fair value of the warrants to purchase shares of series seed preferred stock was $391 and was recorded as a liability with a corresponding reduction in the carrying value of the series seed preferred stock.

The Company did not recognize any losses for the change in fair value of warrant liability within total other income (expense), net in the consolidated statements of operations for the three and nine months ended December 31, 2019, related to the change in fair value of the warrant liability.

The Company recognized a loss of $0 and $(5,452) in change in fair value of warrant liability within total other income (expense), net in the consolidated statements of operations for the three and nine months ended December 31, 2018, respectively, related to the change in fair value of the warrant liability.

Upon the closing of the Companys IPO in July 2018, all outstanding convertible preferred stock was converted into common stock and the series seed preferred stock warrants became exercisable for 497,344 shares of common stock instead of series seed preferred stock.

As a result, the warrant liability was remeasured a final time on the closing date of the IPO and reclassified to stockholders equity.

In August 2019, the Company entered into a Sales Agreement (the Sales Agreement) with SVB Leerink LLC (the Agent), pursuant to which the Company may sell, from time to time, at its option, up to an aggregate amount of $75,000 of shares of the Companys common stock, $0.001 par value per share (the Shares) , through the Agent, as the Companys sales agent.

Any Shares to be offered and sold under the Sales Agreement will be issued and sold (i) by methods deemed to be an at the market offering (ATM), as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended or in negotiated transactions, if authorized by the Company, and (ii) pursuant to, and only upon the effectiveness of, a registration statement on Form S- 3 filed by the Company with the Securities and Exchange Commission on August 8, 2019 for an offering of up to $250,000 of various securities, including shares of the Companys common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Subject to the terms of the Sales Agreement, the Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon the Companys instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company will pay the Agent a commission of 3.0% of the gross proceeds from the sale of the Shares, if any.

During the nine months ended December 31, 2019, the Company has issued and sold 287,559 shares of common stock for gross proceeds of $4,568 less offering fees of $137 for net proceeds of $4,431 under the ATM program.

The table of future payments of long-term

debt excludes the end of term charge of $495 which is due upon the maturity of the loan.

Stockholders’

As of June 30, 2020

and March 31, 2020, the Company’s certificate of incorporation, as amended and restated, authorized the Company to

issue up to 150,000,000 shares of common stock, par value $0.001 per share.

As of June 30, 2020

and March 31, 2020, the Company had reserved 13,670,676 and 10,449,033 shares of common stock for the exercise of outstanding

stock options, the number of shares remaining available for grant under the Company’s 2018 Omnibus Incentive Compensation

Plan and the Company’s Employee Stock Purchase Plan (see Note 9) and the exercise of the outstanding warrants to purchase

shares of common, respectively.

Undesignated preferred

As of June 30, 2020, the Company’s

certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated

preferred stock, par value $0.001 per share.

There were no undesignated preferred shares issued or outstanding as of June 30,

Convertible preferred stock and preferred stock

The Company has issued series seed convertible

preferred stock (the “series seed preferred stock”), series A convertible preferred stock (the “series A preferred

stock”) and series B convertible preferred stock (the “series B preferred stock”).

The series seed preferred

stock, series A preferred stock and series B preferred stock are collectively referred to as the “preferred stock.”

In connection with the closing of the IPO, the preferred stock converted into 19,157,360 shares of common stock on a 1:9.94688

There was no preferred stock outstanding as of June 30, 2020 and March 31, 2020.

connection with the issuance of the series seed preferred stock, the Company issued to the holders of the series seed preferred

stock warrants for the purchase of 50,000 shares of series seed preferred stock, which became fully vested and exercisable in

the year of issuance.

The warrants to purchase shares of series seed preferred stock were issued at an exercise price of $10.00

per share and expire on the earlier of September 16, 2025 or a qualified change of control event.

Upon the closing of the

Company's IPO in July 2018, the series seed preferred stock warrants became exercisable for 497,344 shares of common stock

and were reclassified to stockholders’

In August 2019, the Company entered

into a Sales Agreement (as amended, the “Sales Agreement”) with SVB Leerink LLC (the “Agent”), pursuant

to which the Company could sell, from time to time, at its option, up to an aggregate amount of $75,000 of shares of the Company’s

common stock, $0.001 par value per share (the “Shares”), through the Agent, as the Company’s sales agent.

June 2020, the Sales Agreement was amended to reduce the aggregate offering amount under the Sales Agreement from $75,000

of shares to $30,000 of Shares.

Any Shares to be offered and sold under the Sales Agreement will be issued and sold (i) by

methods deemed to be an “at the market offering”

(“ATM”), as defined in Rule 415(a)(4) promulgated

under the Securities Act of 1933, as amended or in negotiated transactions, if authorized by the Company, and (ii) pursuant

to, and only upon the effectiveness of, a registration statement on Form S-3 filed by the Company with the Securities and

Exchange Commission on August 8, 2019 for an offering of up to $250,000 of various securities, including shares of the Company’s

common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Subject to the terms of the Sales Agreement,

the Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions

(including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company will

pay the Agent a commission of 3.0% of the gross proceeds from the sale of the Shares, if any.

During the year ended March 31,

2020, the Company issued and sold 287,559 Shares for gross proceeds of $4,568 less offering fees of $137 for net proceeds of $4,431

under the ATM.

As of June 30, 2020, the Company had $25,432 of Shares remaining available for sale under the ATM.

Equity offerings

In November 2019, the Company entered into an underwriting agreement (the Underwriting Agreement) with J.P.

Morgan Securities LLC and SVB Leerink LLC, as representatives of the several underwriters named therein (the Underwriters), relating to the issuance and sale of an aggregate of (a) 3,678,031 shares of the Companys common stock (the Shares), and (b) pre-funded warrants to purchase 2,200,000 shares of the Companys common stock (the Pre-Funded Warrants) to the Underwriters (the Offering).

The Shares were sold to the purchasers at the public offering price of $13.61 per share.

The Pre-Funded Warrants were sold at a public offering price of $13.6099 per Pre-Funded Warrant, which represents the per share public offering price for the Companys common stock less a $0.0001 per share exercise price for each such Pre-

Funded Warrant.

Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 881,704 additional shares of its common stock.

In December 2019, the Underwriters partially exercised their purchase option and the Company issued and sold an additional 838,530 shares of its common stock.

The Company received aggregate net proceeds of approximately $85,598 after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $5,814.

The Pre-Funded Warrants are exercisable at any time after the date of issuance.

A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Companys common stock outstanding immediately after giving effect to such exercise.

A holder of Pre-Funded Warrants may increase or decrease this percentage by providing at least 61 days prior notice to the Company.

As of December 31, 2019, none of the warrants had been exercised.

In November 2019, the Company entered

into an Underwriting Agreement (the “November 2019 Underwriting Agreement”) with J.P.

Morgan Securities LLC and

SVB Leerink LLC, as representatives of the several underwriters named therein (the “November 2019 Underwriters”),

relating to the issuance and sale of an aggregate of (a) 3,678,031 shares of the Company’s common stock (the “November 2019

Shares”), and (b) pre-funded warrants to purchase 2,200,000 shares of the Company’s common stock (the “November 2019

Pre-Funded Warrants”) to the Underwriters (the “November 2019 Offering”).

The November 2019 Shares

were sold to the purchasers at the public offering price of $13.61 per share.

The November 2019 Pre-Funded Warrants were

sold at a public offering price of $13.6099 per November 2019 Pre-Funded Warrant, which represents the per share public offering

price for the Company’s common stock less a $0.0001 per share exercise price for each such November 2019 Pre-Funded

In December 2019, the November 2019 Underwriters partially exercised their purchase option pursuant to the

Underwriting Agreement, and the Company issued and sold an additional 838,530 shares of its common stock.

The Company received

aggregate net proceeds of approximately $85,598 in the November 2019 Offering, after deducting underwriting discounts,

commissions and other offering expenses payable by the Company of approximately $5,814.

Funds affiliated with Redmile Group, LLC

purchased all of the November 2019 Pre-Funded Warrants.

The November 2019 Pre-Funded Warrants are exercisable at any

time after the date of issuance.

A holder of November 2019 Pre-Funded Warrants may not exercise the November 2019 Pre-Funded

Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s

common stock outstanding immediately after giving effect to such exercise.

A holder of November 2019 Pre-Funded Warrants

may increase or decrease this percentage up to 19.99% by providing at least 61 days’

prior notice to the Company.

of June 30, 2020, none of the November 2019 Pre-Funded Warrants had been exercised.

In June 2020, the Company entered

into a separate Underwriting Agreement (the “June 2020 Underwriting Agreement”) with J.P.

Morgan Securities LLC

and SVB Leerink LLC, as representatives of the several underwriters named therein (the “June 2020 Underwriters”),

relating to the issuance and sale of an aggregate of (a) 2,826,088 shares of the Company’s common stock (the “June 2020

Shares”), and (b) pre-funded warrants to purchase 1,521,738 shares of the Company’s common stock (the “June 2020

Pre-Funded Warrants”) to the Underwriters (the “June 2020 Offering”).

The June 2020 Shares were

sold to the purchasers at the public offering price of $23.00 per share.

The June 2020 Pre-Funded Warrants were sold at a

public offering price of $22.9999 per June 2020 Pre-Funded Warrant, which represents the per share public offering price

for the Company’s common stock less a $0.0001 per share exercise price for each such June 2020 Pre-Funded Warrant.

The June 2020 Underwriters fully exercised their purchase option pursuant to the June 2020 Underwriting Agreement, and

the Company issued and sold an additional 652,173 shares of its common stock.

The Company received aggregate net proceeds

of approximately $107,782 after deducting underwriting discounts, commissions and other offering expenses payable by

the Company of approximately $7,217.

Funds affiliated with Redmile Group, LLC

and funds affiliated with a second institutional investor purchased all of the June 2020 Pre-Funded Warrants.

The June 2020

Pre-Funded Warrants are exercisable at any time after the date of issuance.

A holder of June 2020 Pre-Funded Warrants may

not exercise the June 2020 Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than

9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

A holder of June 2020 Pre-Funded Warrants may increase or decrease this percentage up to 19.99% by providing at least 61

prior notice to the Company.

As of June 30, 2020, none of the June 2020 Pre-Funded Warrants had been

All of the Company’s pre-funded warrants

to purchase the Company’s common stock were purchased by funds affiliated with Redmile Group, LLC (in both the November 2019

Offering and the June 2020 Offering) and funds affiliated with a second institutional investor (in the June 2020 Offering).

Other than as set forth in Note 10 to these consolidated financial statements, the 3,721,738 shares of the Company’s common

stock into which the November 2019 Pre-Funded Warrants and the June 2020 Pre-Funded Warrants are exercisable are not

included in the number of issued and outstanding shares of the Company’s common stock set forth herein.

However, the November 2019

Pre-Funded Warrants and the June 2020 Pre-Funded Warrants are included in the calculation of basic and diluted net loss per

share attributable to common stockholders (see Note 10).

Stock-based compensation

2015 Enterprise Management Incentive Share Option Plan

The 2015 Enterprise Management Incentive Share Option Plan of Replimune UK (the 2015 Plan) provided for Replimune UK to grant incentive stock options, non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock- based awards.

Incentive stock options are granted only to the Companys employees, including officers and directors who are also employees.

Non-statutory stock options are granted to employees, members of the board of directors, outside advisors and consultants of the Company.

2017 Equity Compensation Plan

In July 2017, in conjunction with the reorganization, the 2015 Plan was terminated, and all awards were cancelled with replacement awards issued under the 2017 Equity Compensation Plan (the 2017 Plan).

Subsequent to the reorganization, no additional grants will be made under the 2015 Plan and any outstanding awards under the 2015 Plan will continue with their original terms.

The Company concluded that the cancellation of the 2015 Plan and issuance of replacement awards under the 2017 Plan was a modification with no change in the material rights and preferences and therefore no recorded change in the fair value of each respective award.

The Companys 2017 Plan provides for the Company to grant incentive stock options or non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

Incentive stock options may be granted only to the Companys employees, including officers and directors who are also employees.

Restricted stock awards and non-statutory stock options may be granted to employees, officers, members of the board of directors , advisors and consultants of the Company.

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 as of December 31, 2019, of which 0 remained available for future grants as of December 31, 2019.

Shares with respect to which awards have expired, terminated, surrendered or cancelled under the 2017 Plan without having been fully exercised will be available for future awards under the 2018 Plan.

In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards.

2018 Omnibus Incentive Compensation Plan

On July 9, 2018, the Companys board of directors adopted, and the Companys stockholders approved, the 2018 Omnibus Incentive Compensation Plan (the 2018 Plan), which became effective immediately prior to the effectiveness of the registration statement for the Companys IPO.

The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

The number of shares initially reserved for issuance under the 2018 Plan is 3,617,968 shares, which is equal to the sum of (i) 3,486,118 shares of the Companys common stock, plus (ii) the number of shares of the Companys common stock reserved for issuance under the 2017 Plan that remain available as of the effective date of the 2018 Plan (not to exceed 131,850 shares of the Companys common stock).

If any options or stock appreciation rights, including outstanding options and stock appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate , expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any stock awards, stock units or other

stock-based awards, including outstanding awards granted under the 2017 Plan, are forfeited, terminated, or otherwise not paid in full in shares of common stock, the shares of the Companys common stock subject to such grants will be available for purposes of our 2018 Plan.

On April 1, 2019, the number of shares reserved for issuance under the 2018 Plan automatically increased by 1,266,370 shares pursuant to the terms of the 2018 Plan.

As of December 31, 2019, 2,193,176 shares remained available for future grants under the 2018 Plan.

The 2015 Plan, the 2017 Plan and the 2018 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

2015 Enterprise Management

Incentive Share Option Plan

The 2015 Enterprise Management Incentive

Share Option Plan of Replimune UK (the “2015 Plan”) provided for Replimune UK to grant incentive stock options, non-statutory

stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

Incentive stock options are

granted only to the Company’s employees, including officers and directors who are also employees.

Non-statutory stock options

are granted to employees, members of the board of directors, outside advisors and consultants of the Company.

2017 Equity Compensation

In July 2017, in conjunction with

the Reorganization, the 2015 Plan was terminated, and all awards were cancelled with replacement awards issued under the 2017

Equity Compensation Plan (the “2017 Plan”).

Subsequent to the Reorganization, no additional grants will be made under

the 2015 Plan and any outstanding awards under the 2015 Plan will continue with their original terms.

The Company concluded that

the cancellation of the 2015 Plan and issuance of replacement awards under the 2017 Plan was a modification with no change in

the material rights and preferences and therefore no recorded change in the fair value of each respective award.

The Company’s 2017 Plan provides

for the Company to grant incentive stock options or non-statutory stock options, stock awards, stock units, stock appreciation

rights and other stock-based awards.

Incentive stock options may be granted only to the Company’s employees, including officers

and directors who are also employees.

Restricted stock awards and non-statutory stock options may be granted to employees, officers,

members of the board of directors, advisors and consultants of the Company.

The maximum number of common shares that may be issued

under the 2017 Plan was 2,659,885 of which 0 remained available for future grants as of June 30, 2020.

Shares with respect

to which awards have expired, terminated, surrendered or cancelled under the 2017 Plan without having been fully exercised will

be available for future awards under the 2017 Plan.

In addition, shares of common stock that are tendered to the Company by a

participant to exercise an award are added to the number of shares of common stock available for the grant of awards.

2018 Omnibus Incentive

Compensation Plan

On July 9, 2018, the Company’s

board of directors adopted, and the Company’s stockholders approved the 2018 Omnibus Incentive Compensation Plan (the “2018

Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s

initial public offering.

The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock

awards, stock units, stock appreciation rights and other stock-based awards.

The number of shares initially reserved for issuance

under the 2018 Plan is 3,617,968 shares.

If any options or stock appreciation rights, including outstanding options and stock

appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate, expire, or are canceled, forfeited, exchanged,

or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards, including outstanding

awards granted under the 2017 Plan, are forfeited, terminated, or otherwise not paid in full in shares of common stock, the shares

of the Company’s common stock subject to such grants will be available for purposes of our 2018 Plan.

On April 1, 2020,

the number of shares reserved for issuance under the 2018 Plan automatically increased by 1,466,749 shares pursuant to the terms

of the 2018 Plan.

On April 1, 2019, the number of shares reserved for issuance under the 2018 Plan automatically increased

by 1,266,278 shares pursuant to the terms of the 2018 Plan.

As of June 30, 2020, 1,909,204 shares remained available for

future grants under the 2018 Plan.

The 2015 Plan, the 2017 Plan and the 2018

Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of

However, the board of directors shall administer and approve all grants made to non-employee directors.

The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors , except that the exercise price per share of incentive stock options may not be less than l 00% of the fair market value of the common stock on the date of grant (or 110% of fair value in the case of an award granted to employees who hold more than 10% of the total combined voting power of all classes of stock at the time of grant) and the term of stock options may not be greater than five years for an incentive stock option granted to a 10% stockholder and greater than ten years for all other options granted.

Stock options awarded under both plans expire ten years after the grant date, unless the board of directors sets a shorter term.

Vesting periods for both plans are determined at the discretion of the board of directors.

Incentive stock options granted to employees and non-statutory options granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically vest over four years.

Employee Stock Purchase Plan

On July 9, 2018, the Companys board of directors adopted and the Companys stockholders approved the Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the registration statement for the Companys IPO.

The total shares of common stock initially reserved for issuance under the ESPP is limited to 348,612 shares.

In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional number of shares of the Companys common stock equal to 1% of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year or 697,224 shares, whichever is less (or such lesser amount as determined by the Companys board of directors) will be added to the number of shares authorized under the ESPP.

In accordance, on April 1, 2019, the number of shares reserved for issuance under the ESPP automatically increased by 316,592 shares, for a total of 665,204 shares reserved for the ESPP.

If the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the ESPP, then the plan administrator will allocate the available shares pro-rata and refund any excess payroll deductions or other contributions to participants.

prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price

per share of incentive stock options may not be less than 100% of the fair market value of the common stock on the date of grant

(or 110% of fair value in the case of an award granted to employees who hold more than 10% of the total combined voting power

of all classes of stock at the time of grant) and the term of stock options may not be greater than five years for an incentive

stock option granted to a 10% stockholder and greater than ten years for all other options granted.

Stock options awarded under

both plans expire ten years after the grant date, unless the board of directors sets a shorter term.

Vesting periods for both

plans are determined at the discretion of the board of directors.

Incentive stock options granted to employees and non-statutory

options granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically

vest over four years.

Employee Stock Purchase

On July 9, 2018, the Company’s

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

which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO.

shares of common stock initially reserved for issuance under the ESPP is limited to 348,612 shares.

In addition, as of the first

trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional number of shares of the

Company’s common stock equal to 1% of the total number of shares outstanding on the last trading day in the immediately

preceding fiscal year or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of

directors) will be added to the number of shares authorized under the ESPP.

In accordance, on April 1, 2020, the number of

shares reserved for issuance under the ESPP automatically increased by 366,687 shares, for a total of 1,031,868 shares reserved

for the ESPP.

In accordance, on April 1, 2019, the number of shares reserved for issuance under the ESPP automatically increased

by 316,569 shares, for a total of 665,181 shares reserved for the ESPP.

If the total number of shares of common stock to be purchased

pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the

ESPP, then the plan administrator will allocate the available shares pro-rata and refund any excess payroll deductions or other

contributions to participants.

Stock option valuation

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model.

The fair value of stock option grants is

estimated using the Black-Scholes option-pricing model.

The Company lacks company-specific historical and implied volatility information.

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 Companys 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 non-employees is equal to the contractual term of the option award.

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following table presents, on a weighted-average basis, the assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors:

Three Months Ended

Nine Months Ended

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”

The expected term

of stock options granted to non-employees is equal to the contractual term of the option award.

The risk-free interest rate is

determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately

equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends

and does not expect to pay any cash dividends in the foreseeable future.

The following table presents, on a weighted-average

basis, the assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and

Risk-free interest rate

3 unchanged sentences

Stock options

The following table summarizes the Companys stock option activity:

The following table summarizes the Company’s

stock option activity:

Outstanding as of March 31, 2020

Outstanding as of December 31, 2019

Outstanding as of June 30, 2020

Options exercisable as of March 31, 2020

Options exercisable as of December 31, 2019

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Companys common stock for those stock options that had exercise prices lower than the fair value of the Companys common stock.

The total fair value of options vested during the three and nine months ended December 31, 2019 was $1,063 and $4,480, respectively.

The total fair value of options vested during the three and nine months ended December 31, 2018 was $211 and $1,042, respectively.

As of December 31, 2019, there were no outstanding unvested service-based stock options held by non-employees.

Stock-Based Compensation

Stock-based compensation expense was classified in the consolidated statements of operations as follows:

Options exercisable as of June 30, 2020

The aggregate intrinsic value of stock

options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s

common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.

The weighted average grant-date fair value

per share of stock options granted during the three months ended June 30, 2020 and 2019 was $6.94 and $9.96, respectively.

The total fair value of options vested during the three months ended June 30, 2020 and 2019 was $4,633 and $211, respectively.

Stock-based compensation expense

Stock-based compensation expense was classified

in the consolidated statements of operations as follows:

Three Months Ended

Nine Months Ended

Research and development

General and administrative

As of December 31, 2019, total unrecognized compensation cost related to the unvested stock-based awards was $18 ,483, which is expected to be recognized over a weighted average period of 2.70 years.

As of June 30, 2020, total unrecognized

compensation cost related to the unvested stock-based awards was $27,901, which is expected to be recognized over a weighted average

period of 2.96 years.

Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Ended December 31,

Net loss attributable to common stockholders

Weighted average common shares outstanding, basic and diluted

Net loss per share attributable to common stockholders, basic and diluted

Included within weighted average common shares outstanding are common shares issuable upon the exercise of the pre-funded warrants as the warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders.

The Companys potentially dilutive securities, which include stock options and warrants to purchase shares of series seed preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Common A stock has been excluded from the computation of diluted net loss per share because the shares have nominal economic participation rights.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three and Nine Months

Ended December 31,

Basic and diluted net loss per share attributable

to common stockholders was calculated as follows:

Ended June 30,

Net loss attributable

to common stockholders

Weighted average common shares

outstanding, basic and diluted

Net loss per share attributable to common stockholders,

basic and diluted

The November 2019 Pre-Funded Warrants

and the June 2020 Pre-Funded Warrants are included in the calculation of basic and diluted net loss per share attributable

to common stockholders.

The Company’s potentially dilutive securities, which include stock options, preferred stock and

warrants to purchase shares of series seed preferred stock, have been excluded from the computation of diluted net loss per share

as the effect would be to reduce the net loss per share.

Therefore, the weighted average number of common shares outstanding used

to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The Company excluded the

following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted

net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive

Ended June 30,

Options to purchase common stock

Warrants to purchase convertible preferred stock (as converted to common stock)

Warrants to purchase convertible preferred stock (as converted

to common stock)

Significant agreements

Agreement with Bristol-Myers Squibb Company

In February 2018, the Company entered into an agreement with Bristol-Myers Squibb Company (BMS).

Pursuant to the agreement, BMS will provide to the Company, at no cost, nivolumab for use in the Companys ongoing clinical trial of RP1 in combination with nivolumab.

Under the agreement, the Company will sponsor, fund and conduct the clinical trial in accordance with an agreed-upon protocol.

BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to its compound in the clinical trial and agreed to manufacture and supply its compound, at its cost and for no charge to the Company, for use in the clinical trial.

In January 2020, this agreement was expanded to cover an additional cohort of 125 patients with anti-PD1 refractory melanoma.

Unless earlier terminated, the agreement will remain in effect until the latter of (i) the completion of the clinical trial, (ii) all related clinical trial data have been delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical trial protocol or any analysis otherwise agreed upon by the parties.

The agreement may be terminated by either party (x) in the event of an uncured material breach by the other party, (y) in the event the other party is insolvent or in bankruptcy proceedings or (z) for safety reasons.

Upon termination, the licenses granted to the Company to use BMSs compound in the clinical trial will terminate.

As of December 31, 2019, the Company had not incurred any costs and does not expect to incur future costs in connection with this agreement.

In April 2019, the Company entered into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant to which BMS will provide to the Company, at no cost, nivolumab for use in the Companys Phase 1 clinical trial of RP2 in combination with nivolumab.

Agreement with Regeneron Pharmaceuticals, Inc.

In May 2018, the Company entered into an agreement with Regeneron Pharmaceuticals, Inc.

(Regeneron).

The Company and Regeneron are each independently developing compounds for the treatment of certain tumor types.

Pursuant to the agreement, the Company and Regeneron will undertake one or more clinical trials using a combination of the compounds being developed by each entity.

Under the agreement, each study will be conducted under terms set out in a separately agreed upon study plan that will identify the name of the sponsor and which party will manage the particular clinical trial, and include the protocol, the budget and a schedule of clinical obligations.

Agreement with Bristol-Myers

Squibb Company

In February 2018, the Company entered

into an agreement with Bristol-Myers Squibb Company (“BMS”).

Pursuant to the agreement, BMS will provide to the Company,

at no cost, a compound for use in the Company’s ongoing clinical trial.

Under the agreement, the Company will sponsor, fund

and conduct the clinical trial in accordance with an agreed-upon protocol.

BMS granted the Company a non-exclusive, non-transferrable,

royalty-free license (with a right to sublicense) under its intellectual property to its compound in the clinical trial and agreed

to supply its compound, at no cost to the Company, for use in the clinical trial.

In January 2020, this agreement was expanded

to cover an additional cohort of 125 patients with anti-PD-1 refractory melanoma.

Unless earlier terminated, the agreement

will remain in effect until (i) the completion of the clinical trial, (ii) all related clinical trial data have been

delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical

trial protocol or any analysis otherwise agreed upon by the parties.

The agreement may be terminated by either party (i) in

the event of an uncured material breach by the other party, (ii) in the event the other party is insolvent or in bankruptcy

proceedings or (iii) for safety reasons.

Upon termination, the licenses granted to the Company to use BMS’s compound

in the clinical trial will terminate.

In April 2019, the Company entered

into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant to which

BMS will provide to the Company, at no cost, nivolumab for use in the Company’s Phase 1 clinical trial of RP2 in combination

with nivolumab.

As of June 30, 2020, the Company had

not incurred any costs and does not expect to incur future costs in connection with this agreement.

Agreement with Regeneron

Pharmaceuticals, Inc .

In May 2018, the Company entered into

an agreement with Regeneron Pharmaceuticals, Inc.

(“Regeneron”).

The Company and Regeneron are each independently

developing compounds for the treatment of certain tumor types.

Pursuant to the agreement, the Company and Regeneron will undertake

one or more clinical trials using a combination of the compounds being developed by each entity.

Under the agreement, each study

will be conducted under terms set out in a separately agreed upon study plan that will identify the name of the sponsor and which

party will manage the particular clinical trial, and include the protocol, the budget and a schedule of clinical obligations.

In June 2018, under the terms of the agreement between the Company and Regeneron, the parties agreed to the first study plan.

The Company and Regeneron have agreed to the protocol, budget, sample testing and clinical obligations schedule under the study plan.

The Company and Regeneron have agreed to the protocol, budget, sample testing and clinical obligations schedule under the study

Development and supply costs associated with the study plan will be split equally between the Company and Regeneron.

Pursuant to the terms of the agreement, each party granted the other party a non-exclusive license under its respective intellectual property and agreed to contribute the necessary resources needed to fulfill its respective obligations, in each case, under the terms of the agreed-upon or to-be agreed upon study plans.

Pursuant to the terms of the agreement,

each party granted the other party a non-exclusive license under its respective intellectual property and agreed to contribute

the necessary resources needed to fulfill its respective obligations, in each case, under the terms of the agreed-upon or to-be

agreed upon study plans.

Development costs of a particular clinical trial will be split equally between the Company and Regeneron.

The agreement may be terminated by either party if (i) there is no active study plan for which a final study report has not been completed, (ii) the parties have not entered into a study plan for an additional clinical trial within a period of time after the delivery of the most recent final study report or (iii) in the event of a material breach.

The Company will account for costs incurred as part of the study, including costs to supply compounds for use in the study, as research and development expenses within the consolidated statement of operations.

The Company will recognize any amounts received from Regeneron in connection with this agreement as an offset to research and development expense within the consolidated statement of operations.

Under the terms of the agreement, on a quarterly basis the Company and Regeneron true-up costs of the study and make corresponding payments to the party that incurred the majority of the costs.

During the three and nine months ended December 31, 2019 and 2018, the Company did not make any payments under the terms of the agreement to Regeneron.

During the three and nine months ended December 31, 2019, the Company received payments under the terms of the agreement to Regeneron of $760 and $2,008, respectively, which were recorded as an offset to research and development expenses on the consolidated statement of operations.

The Company did not receive any payments under the terms of the agreement to Regeneron during the three and nine months ended December 31, 2018.

As of December 31, 2019 and March 31, 2019, the Company recorded $1,017 and $337 of receivables from Regeneron in connection with this agreement in prepaid expenses and other current assets in the consolidated balance sheet, respectively.

The agreement may be terminated by either

party if (i) there is no active study plan for which a final study report has not been completed, (ii) the parties have

not entered into a study plan for an additional clinical trial within a period of time after the delivery of the most recent final

study report or (iii) in the event of a material breach.

The Company will account for costs incurred

as part of the study, including costs to supply compounds for use in the study, as research and development expenses within the

consolidated statement of operations.

The Company will recognize any amounts received from Regeneron in connection with this agreement

as an offset to research and development expense within the consolidated statement of operations.

Under the terms of the agreement, on a

quarterly basis the Company and Regeneron true-up costs of the study and make corresponding payments to the party that incurred

the majority of the costs.

During the three months ended June 30, 2020 or 2019, the Company did not make any payments under

the terms of the agreement to Regeneron.

During the three months ended June 30, 2020 and 2019, the Company received

payments under the terms of the agreement to Regeneron of $971 and $337, respectively.

As of June 30, 2020 and

March 31, 2020, the Company recorded $1,432 and $971 of receivables from Regeneron in connection with this agreement in prepaid

expenses and other current assets in the consolidated balance sheet, respectively.

Commitments and contingencies

In December 2015, the Company entered into a lease agreement for office space in Woburn, Massachusetts, which expires on March 30, 2021.

The Company has the option to extend the lease agreement for successive periods of five years.

Monthly lease payments, inclusive of base rent and ancillary charges, total $7.

Monthly base rent is subject to increase each year in proportion to the Consumer Price Index.

In April 2016, the Company entered into a lease agreement for office and laboratory space in Abingdon, England, which expires on April 3, 2026.

The Company has the right to terminate the lease as of April 4, 2021 upon at least nine months prior written notice.

Monthly lease payments are inclusive of base rent, ancillary charges, non-rent shared tenant occupancy costs and the respective value added tax to be paid.

Monthly lease payments include base rent of approximately

$23 through December 3, 2016 and $31 thereafter.

Monthly base rent is subject to increase after April 2021 in proportion to the Retail Price Index.

In June 2018, the Company entered into an agreement to lease approximately 63,000 square feet of office, manufacturing and laboratory space within a previously occupied building with approximately 106,000 square feet of rentable space in Framingham, Massachusetts.

Pursuant to the lease agreement, the lease term commenced in December 2018, subject to the landlord completing certain agreed upon landlord improvements.

The rent commenced in August 2019.

The initial lease term is ten years from the rent commencement date and includes two optional five-year extensions.

Annual lease payments during the first year are $2,373 with increases of 3.0% each year.

Upon transition to ASC 842, the Company determined that it did not control the build-to-suit lease asset and the arrangement has been accounted for under ASC 842 guidance.

Upon the adoption of ASC 842, the Company derecognized $11,514 of construction in progress and $6,561 of financing obligations and recorded long term prepaid rent of $5,006 on the consolidated balance sheet as landlord owned tenant improvements were determined to be lease payments and included as prepaid rent on the balance sheet.

Subsequent to the transition, construction was completed associated with approximately 10,500 square feet of the leased space in Framingham, Massachusetts and the Company occupied the building as office space beginning August 1, 2019.

This space was determined to be a separate unit of account and is classified as a financing lease.

The Company recorded a right-of-use asset and lease liability associated with the occupied space as of August 1, 2019.

The right-of-use asset was recorded including $2,368 of prepaid rent of costs incurred prior to the commencement date.

The Company occupied the remainder of the facility, approximately 53,000 square feet used as laboratory space, on October 22, 2019.

The Company recorded a right-of-use asset, which included prepaid rent costs of $18,425, and lease liability associated with the occupancy on October 22, 2019.

In June 2019, the Company entered into an agreement to lease approximately 18,700 square feet of office space in Woburn, Massachusetts.

Pursuant to the lease agreement, the lease term commenced in August 2019.

In April 2016, the Company entered

into a lease agreement for office and laboratory space in Abingdon, England.

On June 29, 2020 the Company modified the lease

terms to extend the expiration date to April 3, 2031 and the lease modification was not accounted for as a separate contract.

As part of the lease modification, the lease liability was remeasured in accordance with the updated terms of the contract and

the associated lease liability and right-of-use asset was increased by $1,580.

The Company has the right to terminate the lease

as of April 4, 2026 upon at least twelve months’

prior written notice.

Monthly lease payments are inclusive of base

rent, ancillary charges, non-rent shared tenant occupancy costs and the respective value added tax to be paid.

Monthly lease payments

include base rent of approximately $29 through June 23, 2020, $14 from June 24, 2020 through December 24, 2020,

and $29 thereafter.

Monthly base rent is subject to increase after April 2021 in proportion to the Retail Price Index or

market rates.

The lease is classified as an operating lease.

In June 2018, the Company entered

into an agreement to lease approximately 63,000 square feet of office, manufacturing and laboratory space in Framingham, Massachusetts.

Pursuant to the lease agreement, the lease term commenced in December 2018, subject to the landlord completing certain agreed

upon landlord improvements.

The rent commencement date started in August 2019.

The initial lease term is ten years from the

rent commencement date and includes two optional five-year extensions.

Annual lease payments during the first year were $2,373

with increases of 3.0% each year thereafter until the expiration of the lease.

Construction was completed associated with

approximately 10,500 square feet of the leased space in Framingham, Massachusetts and the Company occupied the building as office

space beginning August 1, 2019.

The Company recorded a right-of-use asset and lease liability associated with the occupied

space as of August 1, 2019.

The Company recorded $2,368 in related construction costs to the right-of-use asset upon the

lease commencement date which were reclassified from prepaid rent.

The Company occupied the remainder of the facility, approximately

53,000 square feet used as laboratory space, on October 22, 2019.

The Company recorded a right-of-use asset and lease

liability associated with the remaining space as of October 22, 2019.

The Company recorded $18,164 in related construction

costs and $261 in rent payments made prior to the lease commencement date to the right-of-use asset upon the lease commencement

date which were reclassified from prepaid rent.

The lease is classified as a financing lease.

In June 2019, the Company entered

into an agreement to lease approximately 18,700 square feet of office space in Woburn, Massachusetts.

Pursuant to the lease agreement,

the lease term commenced in August 2019.

The rent commenced in September 2019.

The initial lease term is ten years from the rent commencement date and includes an optional five-year extension.

Annual lease payments during the first year are $488 with increases of approximately 1.6% each year.

The Company recorded a right-of-use asset and a lease liability of $4,363 upon the commencement date of the lease and the lease is classified as an operating lease.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in our balance sheet as right-of-use assets -operating leases, current operating lease liabilities and long-term operating lease liabilities.

Finance leases are included in the balance sheet as right-of-use asset finance lease, finance lease liabilities, current, and finance lease liabilities, non-current.

Certain of the Companys lease agreements contain renewal options;

however, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs.

As the Companys leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments.

Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component.

Some of the Companys lease agreements contain rent escalation clauses (including index-based escalations).

The Company recognizes the minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement.

The Company amortizes this expense over the term of the lease beginning with the date of initial possession, which is the date the Company can enter the leased space and begin to make improvements in preparation for its intended use.

Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred.

The initial lease term is ten years from

the rent commencement date and includes an optional five-year extension.

Annual lease payments during the first year are $488

with increases of approximately 1.6% each year.

The Company recorded a right-of-use asset and a lease liability of $4,363 upon

the commencement date of the lease and the lease is classified as an operating lease.

The Company determines if an arrangement

is a lease at inception.

Operating leases are included in our balance sheet as right-to-use—operating leases, operating

lease liabilities, current and operating lease liabilities, non-current.

Finance leases are included in the balance sheet

as right-to-use asset—finance lease finance lease liabilities, current, and finance lease liabilities, non-current.

of the Company’s lease agreements contain renewal options;

however, the Company does not recognize right-of-use assets or

lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at

inception or when a triggering event occurs.

As the Company’s leases do not provide an implicit rate, the Company estimated

the incremental borrowing rate in calculating the present value of the lease payments.

Since the Company elected to account for

each lease component and its associated non-lease components as a single combined lease component, all contract consideration

was allocated to the combined lease component.

Some of the Company’s lease agreements contain rent escalation clauses (including

index-based escalations).

The Company recognizes the minimum rental expense on a straight-line basis based on the fixed components

of a lease arrangement.

The Company amortizes this expense over the term of the lease beginning with the date of initial possession,

which is the date the Company can enter the leased space and begin to make improvements in preparation for its intended use.

lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred.

Three Months Ended

December 31, 2019

Nine Months Ended

December 31, 2019

Finance lease costs:

Amortization of right-of-use asset

Amortization of right-to-use asset

Interest on lease liabilities

1 unchanged sentence

Total lease cost

Finance lease costs of $90 and $149 are recognized in general and administrative expenses for the three and nine months ended December 31, 2019 and $517 in research and development expenses for both the three and nine months ended December 31, 2019.

The following table summarizes the maturity of the Companys lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and financing lease liabilities recognized on our balance sheet as of December 31, 2019:

December 31, 2019

Operating lease

Finance lease costs of $90 and $0 are recognized

in general and administrative expenses for the three months ended June 30, 2020 and 2019, respectively, and $517 and $0 in

research and development expenses for the three months ended June 30 and 2019, respectively.

Operating leases costs are recognized

in general and administrative expenses for the three months ended June 30, 2020 and 2019.

The following table summarizes the

maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and

financing lease liabilities recognized on our balance sheet as of June 30, 2020:

June 30, 2020

Operating leases

Financing lease

2020 (remaining three months)

2022 (remaining nine months)

Total lease payments

Total lease liabilities

The following disclosure is provided for periods prior to adoption of ASU 2016-02.

Future annual minimum lease payment commitments as of March 31, 2019 were as follows, which included payments for the lease agreement in Framingham, Massachusetts which has not commenced under ASC 842, and therefore has not been recorded on the Companys condensed consolidated balance sheet as of December 31, 2019:

The following table provides lease disclosure as of and for the three months ended December 31, 2019:

December 31, 2019

The following table provides

lease disclosure as of June 30, 2020 and March 31, 2020:

June 30, 2020

March 31, 2020

Right-to-use operating lease asset

6 unchanged sentences

Total lease liabilities

The following table provides

lease disclosure for the three months ended June 30, 2020 and 2019:

Three Months Ended

Other information

4 unchanged sentences

Right-to-use asset obtained in exchange for new operating lease liabilities

Right-to-use asset obtained in exchange for new financing lease liabilities

Variable lease costs

Short term lease costs

Weighted-average remaining lease term - operating leases

2 unchanged sentences

Weighted-average discount rate - financing leases

The variable lease costs and short-term lease costs were insignificant for the three and nine months ended December 31, 2019.

The variable lease costs and short-term lease costs

were insignificant for three months ended June 30, 2020 and 2019.

Manufacturing commitments

The Company has entered into an agreement with a contract manufacturing organization to provide clinical trial products.

As of December 31, 2019 and March 31, 2019, the Company had committed to minimum payments under these arrangements totaling $5,113 and $4,694 through March 31, 2020, respectively.

The Company has entered into an agreement

with a contract manufacturing organization to provide clinical trial products.

As of June 30, 2020 and March 31, 2020,

the Company had committed to minimum payments under these arrangements totaling $3,109 and $3,569, respectively, through March 31,

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties.

In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.

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

To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2019 or March 31, 2019.

In the ordinary course of business, the

Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect

to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property

infringement claims made by third parties.

In addition, the Company has entered into indemnification agreements with members of

its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may

arise by reason of their status or service as directors or officers.

The maximum potential amount of future payments the Company

could be required to make under these indemnification agreements is, in many cases, unlimited.

To date, the Company has not incurred

any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements,

and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30,

2020 or March 31, 2020.

Legal proceedings

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

The Company is not a party to any litigation

and does not have contingency reserves established for any litigation liabilities.

Geographic information

1 unchanged sentence

the United States (Massachusetts) and the United Kingdom (Oxfordshire).

Information about the Companys long-lived assets held in different geographic regions is presented in the table below:

December 31, 2019

Information about the Company’s long-lived assets

held in different geographic regions is presented in the tables below:

June 30, 2020

March 31, 2020

1 unchanged sentence

United Kingdom

Subsequent Events

Agreement with Bristol- Myers Squibb Company

In January 2020, the Company and BMS expanded the scope of the Clinical Trial Collaboration and Supply Agreement to provide that BMS will supply to the Company, at no cost, nivolumab for use in combination with RP1 in an additional cohort of 125 patients with anti-PD1 refractory melanoma.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and notes thereto for the year ended March 31, 2019, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

Some of the statements contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10- Q, including information with respect to our plans and strategy for our business, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

You should read the following discussion

and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements

and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated

financial statements and notes thereto for the year ended March 31, 2020, included in our Annual Report on Form 10-K

for the fiscal year ended March 31, 2020.

Some of the statements contained in this

discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10- Q, including information with respect

to our plans and strategy for our business, constitute forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report on Form 10-Q, particularly including those risks identified in Part II, Item 1A Risk factors and our other filings with the SEC.

Our actual results and timing of certain events may differ materially from the results discussed, projected, anticipated, or indicated in any forward-looking statements.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q.

Statements made herein are as of the date of the filing of this Form 10-Q with the SEC and should not be relied upon as of any subsequent date.

Even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, they may not be predictive of results or developments in future periods.

We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

We are a clinical-stage biotechnology company committed to applying our leading expertise in the field of oncolytic immunotherapy to transform the lives of cancer patients.

We use our proprietary Immulytic platform to design and develop product candidates that are intended to maximally activate the immune system against cancer.

Oncolytic immunotherapy, which we intend to establish as the fourth cornerstone of cancer treatment, is an emerging class of cancer treatment that exploits the ability of certain viruses to selectively replicate in and directly kill tumors, as well as induce a potent, patient-specific, anti-tumor immune response.

Such oncolytic, or cancer killing, viruses have the potential to generate an immune response targeted to an individual patients particular set of tumor antigens, including neo-antigens that are uniquely present in tumors.

Our product candidates incorporate multiple mechanisms of action into a practical off-the-shelf approach that is intended to maximize the immune response against a patients cancer and to offer significant advantages over personalized vaccine approaches.

We believe that the bundling of multiple approaches for the treatment of cancer into single therapies will simplify the development path of our product candidates, while also improving patient outcomes at a lower cost to the healthcare system than the use of multiple different drugs.

The foundation of our Immulytic platform consists of a proprietary, engineered strain of herpes simplex virus 1, or HSV-1, that has been armed with a fusogenic protein intended to substantially increase anti-tumor activity.

Our platform enables us to incorporate various genes whose expression is intended to augment the inherent properties of HSV-1 to both directly destroy tumor cells and induce an anti-tumor immune response.

We believe our lead product candidate, RP1, will be effective at killing tumors and inducing immunogenic, or immune-stimulating, tumor cell death and that it will be highly synergistic with immune checkpoint blockade therapies.

We are conducting a Phase 1/2 clinical trial with RP1, our lead product candidate, in approximately 150 patients.

We have completed enrollment of the Phase 1 dose escalation part of this clinical trial in which we assessed the safety and tolerability of RP1 administered alone in 22 patients with mixed advanced solid tumor types.

Following the review of the data by the Safety Review Committee, or SRC, we have determined the dose regimen to be administered in the Phase 2 part of this clinical trial.

We have also completed enrollment of the Phase 1 expansion cohort of 14 patients in which we assessed the safety and tolerability of RP1 administered in combination with an anti-PD-1 therapy at the determined Phase 2 dose level.

On November 8, 2019, we presented the safety and initial efficacy data from the Phase 1 portion of this clinical trial at The Society for Immunotherapy of Cancer, or SITC, including what we believe to be encouraging efficacy data in RP1s lead indications of cutaneous squamous cell carcinoma, or CSCC, and melanoma.

The Phase 2 part of this clinical trial is designed to assess the safety and efficacy of RP1 in combination with an anti-PD-1 therapy in four cohorts of approximately 30 patients with melanoma, non-melanoma skin cancers, bladder cancer and MSI-H/dMMR tumors.

Following SRC review of the Phase 1 data to date, including data from the expansion cohort receiving RP1 in combination with anti-PD-1 therapy, we have opened enrollment in all four cohorts, and completed enrollment in the melanoma cohort.

In the Phase 2 part of the clinical trial, we are also evaluating efficacy as well as safety under the clinical trial protocol, primarily on the basis of the proportion of patients who respond within each tumor type cohort.

In January 2020 we announced our intention to open a further cohort of 125 patients with anti-PD1 refractory melanoma in this clinical trial, which we believe to be potentially registrationable (in its own right or, subject to discussion with regulatory authorities, following enrollment of additional patients).

We believe that the initial clinical data in this patient group with RP1 combined with nivolumab as presented at SITC in November 2019 was encouraging and resulted in our decision to open this further cohort.

We expect to present data from the competed melanoma cohort (which includes uveal and mucosal melanoma patients

in addition to cutaneous melanoma) and further data from the non-melanoma skin cancer cohort in mid-2020.

Further, we expect to present data from the initial patients recruited into the bladder and MSI-H/dMMR cohorts in the fourth quarter of 2020.

This Phase 1/2 clinical trial is being conducted as a collaboration with Bristol-Myers Squibb Company, or BMS, under which it has granted us a non-exclusive, royalty-free license to, and is supplying at no cost, its anti-PD-1 therapy, nivolumab, for use in combination with RP1 in this clinical trial.

We have also entered into a collaboration agreement with Regeneron Pharmaceuticals, Inc., or Regeneron, under which we intend to conduct clinical development of our product candidates in combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron.

For each clinical trial conducted under this collaboration, Regeneron will fund one-half of the clinical trial costs, supply cemiplimab at no cost, and grant us a non-exclusive, royalty-free license to cemiplimab for use in the applicable clinical trial.

The first clinical trial under this collaboration is a randomized, controlled Phase 2 clinical trial of RP1 in combination with cemiplimab, versus cemiplimab alone, in approximately 240 patients in CSCC.

This clinical trial is currently underway in the United States and Australia.

We recently disclosed what we believe to be encouraging initial data in this indication from the Phase 1/2 clinical trial being conducted in combination with nivolumab.

If compelling clinical data are generated demonstrating the benefits of the combined treatment in this clinical trial, we believe the data from this Phase 2 clinical trial could support a filing with regulatory authorities for marketing approval.

Recruitment into this controlled Phase 2 clinical trial is expected to take approximately eighteen to twenty four months and we expect the primary readout from the clinical trial in 2022.

After assessing the initial data from the Phase 1/2 clinical trial which we presented at SITC, we recently announced our intention to initiate an additional Phase 1b clinical trial of single agent RP1 in solid organ transplant recipients with CSCC in the first quarter of 2020 which we believe to be potentially registrationable (in its own right or, subject to discussion with regulatory authorities, following enrollment of additional patients).

We intend to enroll approximately 30 patients in this clinical trial to assess the safety and efficacy of RP1 in liver and kidney transplant recipients with recurrent CSCC.

The protocol for this clinical trial has been accepted by the Federal Drug Administration, or FDA, and added to our Investigational New Drug application, or IND.

We are also developing additional product candidates, RP2 and RP3, built on our Immulytic platform, that are further engineered to enhance anti-tumor immune responses and intended to address additional tumor types.

RP2 has been engineered to express an antibody-like molecule that blocks the activity of CTLA-4, a protein that inhibits the immune response to tumors.

RP3 is engineered with the intent of not only blocking the activity of CTLA-4, but also to further stimulate an anti-tumor response through activation of the immune co-stimulatory pathways through expression of the ligands for CD40 and 4-1BB.

We initiated the Phase 1 clinical trial with RP2 in October 2019.

The Phase 1 clinical trial of RP2 is also being conducted as a collaboration with BMS, under which BMS has granted us a non-exclusive, royalty-free license to, and will supply at no cost, nivolumab, for use in combination with RP2.

We expect to release initial data from this Phase 1 clinical trial in the second half of 2020.

We intend to file an IND and/or foreign equivalents for RP3 and, assuming regulatory clearance, enter clinical development during 2020.

IND/foreign equivalent enabling studies are currently underway.

The following information

and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report on Form 10-Q,

particularly including those risks identified in Part II, Item 1A “Risk factors”

and our other filings with

Our actual results and timing of certain

events may differ materially from the results discussed, projected, anticipated, or indicated in any forward-looking statements.

We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations,

financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking

statements contained in this Quarterly Report on Form 10-Q.

Statements made herein are as of the date of the filing of this

Form 10-Q with the SEC and should not be relied upon as of any subsequent date.

Even if our results of operations, financial

condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements

contained in this Quarterly Report on Form 10-Q, they may not be predictive of results or developments in future periods.

We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise

any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements

may be based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

We are a clinical-stage biotechnology company

committed to applying our leading expertise in the field of oncolytic immunotherapy to transform the lives of cancer patients.

We use our proprietary Immulytic platform to design and develop product candidates that are intended to maximally activate the

immune system against cancer.

Oncolytic immunotherapy, which we intend

to establish as the second cornerstone of immune-based cancer treatment, is an emerging class of immuno-oncology therapy, alongside

checkpoint blockade, that exploits the ability of certain viruses to selectively replicate in and directly kill tumors, as well

as induce a potent, patient-specific, anti-tumor immune response.

Such oncolytic, or "cancer killing,"

viruses have the

potential to generate an immune response targeted to an individual patient's particular set of tumor antigens, including neo-antigens

that are uniquely present in tumors.

Our product candidates incorporate multiple mechanisms of action into a practical "off-the-shelf"

approach that is intended to maximize the immune response against a patient's cancer and to offer significant advantages over personalized

vaccine approaches.

We believe that the bundling of multiple approaches for the treatment of cancer into single therapies will

simplify the development path of our product candidates, while also improving patient outcomes at a lower cost to the healthcare

system than the use of multiple different drugs.

The foundation of our Immulytic platform

consists of a proprietary, engineered strain of herpes simplex virus 1, or HSV-1, that has been "armed"

with a fusogenic

glycoprotein intended to substantially increase anti-tumor activity.

Our Immulytic platform enables us to incorporate various genes

into HSV-1 that are intended to further augment the inherent properties of HSV-1 in order to both directly destroy tumor cells

and induce an anti-tumor immune response.

We currently have three product candidates in our development pipeline, RP1, our lead

product candidate, and additionally RP2 and RP3.

We are currently conducting a number

of clinical trials of RP1, both as a monotherapy and in combination with anti-PD-1 therapy, with a focus on immune-responsive

We are conducting a randomized, controlled Phase 2 clinical trial of RP1 in approximately 240 patients with cutaneous

squamous cell carcinoma, or CSCC, RP1's lead indication.

This registration-directed clinical trial is evaluating RP1 in

combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron Pharmaceuticals, Inc., or Regeneron, versus

cemiplimab alone.

Regeneron has granted to us a non-exclusive royalty-free license to cemiplimab for use in this trial, is

funding one-half of the clinical trial costs, and is supplying cemiplimab at no cost to us.

If compelling clinical data are

generated demonstrating the benefits of the combined treatment in this clinical trial, we believe the data from this Phase 2

clinical trial could support a filing with regulatory authorities for marketing approval.

Recruitment into this Phase 2

clinical trial is expected to take approximately eighteen to twenty-four months and we expect the primary data readout from

the clinical trial in 2022.

We have also opened for enrollment a Phase 1b clinical trial of single agent RP1 in solid organ

transplant recipients with CSCC, which we believe to be potentially registrational (in its own right or, subject to

discussion with regulatory authorities, following enrollment of additional patients).

We intend to enroll approximately 30

patients in this clinical trial to assess the safety and efficacy of RP1 in liver and kidney transplant recipients with

recurrent CSCC.

We have entered into a collaboration with

Bristol-Myers Squibb Company, or BMS, under which it has granted us a non-exclusive, royalty-free license to, and is supplying

at no cost, its anti-PD-1 therapy, nivolumab, for use in combination with RP1 in a multi-cohort clinical trial.

We are currently

enrolling a 125-patient extension cohort of RP1 combined with nivolumab in anti-PD-1 refractory cutaneous melanoma.

this cohort after completing enrollment in a prior Phase 2 cohort in the same clinical trial of approximately 30 patients with

The data generated in the melanoma cohort demonstrated that RP1 combined with nivolumab has the potential to treat anti-PD-1

refractory melanoma.

We also believe this cohort to be potentially registrational (in its own right or, subject to discussion with

regulatory authorities, following enrollment of additional patients).

We continue to enroll patients in other

Phase 2 cohorts of approximately 30 patients each, testing RP1 in combination with nivolumab in non-melanoma skin cancers and microsatellite

instability high, or MSI-H/dMMR, tumors under our collaboration with BMS.

Due in part to COVID-19 related disruptions, we expect

that the non-melanoma skin cancer cohort to be fully accrued by the end of 2020.

Similarly, it is likely that accumulating sufficient

data to inform a decision as to whether to pursue MSI-H/dMMR tumors into registration-directed development will be delayed into

In addition, as a result of changes in the competitive landscape, we recently announced our intention to replace a 30 patient

bladder cancer cohort with a cohort of patients with anti-PD-1 refractory non-small cell lung cancer, or NSCLC.

We intend to initiate

enrollment into this cohort later this year.

We are also developing additional product

candidates, RP2 and RP3, that have been further engineered to enhance anti-tumor immune responses and are intended to address additional

In addition to the expression of GALV-GP R(-) and human GM-CSF, RP2 has been engineered to express an antibody-like

molecule intended to block the activity of CTLA-4, a protein that inhibits the immune response to tumors.

RP3 has been engineered

with the intent to further stimulate an anti-tumor response through activation of the immune co-stimulatory pathways through expression

of the ligands for CD40 and 4-1BB.

We initiated a Phase 1 clinical trial of

RP2 in October 2019.

The Phase 1 clinical trial of RP2 is also being conducted as a collaboration with BMS, under which BMS

has granted us a non-exclusive, royalty-free license to, and will supply at no cost, nivolumab, for use in combination with RP2.

We expect to release initial safety and efficacy data from this Phase 1 clinical trial in the second half of 2020.

the data generated to date, we have decided to amend the protocol to allow for an expansion of the second part of this clinical

trial (of RP2 combined with nivolumab) from 12 to 30 patients.

We intend to file an Investigational New

Drug application, or IND, and/or foreign equivalents for RP3 and, assuming regulatory clearance, enter clinical development during

IND and/or foreign equivalent enabling studies of RP3 are currently underway.

Recent Developments

As announced at SITC, the Phase 1 part of our Phase 1/2 clinical trial of RP1 enrolled 36 patients with advanced heavily pre-treated cancers who were refractory to available therapy.

Treatment with RP1 alone was given up to five times at various dose levels injected into a single tumor to determine the recommended Phase 2 dose (N=22), following which RP1 was given up to eight times at the recommended dose in combination with nivolumab starting with the second dose of RP1 (N=14).

Based on the data, which we believe showed a favorable safety profile for both RP1 alone and in combination with nivolumab, the RP1 dosing regimen moved forward into Phase 2 development with an initial dose of up to 10mL of 1x10 6 pfu/ml followed by subsequent doses of up to 10mL of 1x10 7 pfu/ml.

In the dose rising monotherapy part of the Phase 1/2 clinical trial, as announced at SITC, RP1 was associated with tumor destruction, including delayed systemic post-study tumor reduction of uninjected tumors without further therapy.

In the combination portion of the Phase 1 part of the clinical trial, evidence of anti-tumor activity was observed in multiple patients with a variety of tumor types, particularly in CSCC and melanoma, but also in microsatellite instability high (MSI-H) colorectal cancer and esophageal cancer patients.

Additionally, the first three of four patients with anti-CTLA-4 and anti-PD-1 refractory cutaneous melanoma treated with RP1 combined with nivolumab, two from the Phase 1 part of the clinical trial and one from the Phase 2 part of the clinical trial, were observed to be responding to therapy, and clinical activity had been seen in four of the first five patients treated with CSCC.

Of what we believe to be of particular note, substantial tumor reduction was observed in a number of patients after just the first dose of RP1, but before the introduction of nivolumab two weeks later, and multiple examples of responses of uninjected tumors were seen.

We also announced that biomarker data further confirmed the mechanism of action of RP1 alone and in combination with nivolumab, suggesting that RP1 provides broad anti-tumor immune activation.

These biomarkers included assessment of the levels of CD8+T cells and PD-L1, increases of which were observed in serial tumor biopsies across tumor types.

The kinetics of virus detection also suggested that robust virus replication in tumors occurs.

Further, we have completed the build-out of, and obtained an occupancy certificate with respect to, our approximately 63,000 square foot manufacturing facility in Framingham, Massachusetts and expect that the facility will be operational in the first half of 2020.

On January 8, 2020, our board of directors approved the appointment of Philip Astley-Sparke as our chief executive officer in place of Dr.

Robert Coffin, who elected to transition from the role of chief executive officer to the role of President and Chief Research and Development Officer.

During the quarter ended June 30, 2020,

we announced interim data from the Phase 2 part of our Phase 1/2 clinical trial of RP1 in which we are assessing the safety and

efficacy of RP1 in combination with nivolumab in cohorts of approximately 30 patients.

We announced that four of seven evaluable

CSCC patients in the 30-patient non-melanoma skin cancer cohort have ongoing complete responses and six of the seven evaluable

patients have either an ongoing complete response or an ongoing partial response.

We continue to believe this interim data demonstrates

that RP1 in combination with nivolumab is well-tolerated, demonstrates immune activation and continues to drive deep and durable

responses in patients with CSCC.

Of particular note, we observed clear differentiation in the number of complete responses in patients

with advanced CSCC who were treated with RP1 in combination with nivolumab as compared to the number of complete responses which

we believe would be expected in patients if they were treated with nivolumab alone.

We have enrolled and treated 36 melanoma

patients, including the six melanoma patients enrolled into the Phase 1 expansion cohort of RP1 combined with nivolumab.

with anti-PD-1 refractory cutaneous melanoma have been treated as have an additional 20 patients with anti-PD-1 naïve cutaneous

melanoma, uveal melanoma (all anti-PD-1 refractory), and mucosal melanoma (anti-PD-1 naïve or refractory).

Five of the 16

anti-PD-1 refractory cutaneous melanoma patients at the data cut-off date met the formal definition of response, with an additional

two patients remaining on treatment with the opportunity for response.

Accordingly, we will observe a final response rate from

this cohort of at least 31%.

Four of eight anti-PD-1 naïve cutaneous melanoma patients met the formal definition of response

at the data cut-off date, with an additional two patients continuing on treatment with the opportunity for response.

Additionally,

two of the six mucosal melanoma patients met the formal definition of response at the data cut-off date, and two of the six uveal

melanoma patients are on study with the opportunity of response, with one such uveal melanoma patient demonstrating a 27.3% reduction

in target disease burden as of the last CT scan in April 2020.

Financial overview

Since our inception, we have devoted substantially all of our resources to developing our lmmulytic platform and our lead product candidate, RP1, building our intellectual property portfolio, conducting research and development of our product candidates, business planning, raising capital and providing general and administrative support for our operations.

To date, we have financed our operations primarily with proceeds from the sale of equity securities.

We do not have any products approved for sale and have not generated any revenue from product sales.

On July 24, 2018, we completed our initial public offering (IPO) of our common stock and issued and sold 6,700,000 shares of our common stock at a public offering price of $15.00 per share, resulting in net proceeds of approximately $93.5 million after deducting underwriting discounts and commissions but before deducting offering costs.

On July 30, 2018, we issued and sold an additional 707,936 shares of our common stock at the IPO price of $15.00 per share pursuant to the underwriters partial exercise of their option to purchase additional shares of common stock, resulting in additional net proceeds of approximately $9.9 million after deducting discounts and commissions and other offering expenses.

On November 18, 2019, we completed a follow-on public stock offering of (i) 3,678,031 shares of our common stock at a public offering price of $13.61 per share and (ii) pre-funded warrants to purchase 2,200,000 shares of our common stock at a purchase price of $13.6099 per pre-funded warrant, the public offering price per share of common stock less the $0.0001 per share exercise price of each pre-funded warrant.

On December 13, 2019 we sold 838,530 shares of our common stock to the underwriters at the public offering price in connection with the underwriters partial exercise of their option to purchase additional shares of our common stock.

We received aggregate net proceeds of approximately $85.6 million after deducting underwriting discounts, commissions and other offering expenses of approximately $5.8 million.

Since our inception, we have incurred significant operating losses.

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

Our net losses were $16.2 million and $7.7 million for the three months ended December 31, 2019 and 2018, respectively, and $36.8 million and $24.2 million for the nine months ended December 31, 2019 and 2018, respectively.

As of December 31, 2019, we had an accumulated deficit of $96.5 million.

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

We expect to continue to incur significant expenses and increasing operating losses for at least the next several years.

We anticipate that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and clinical trials of our product candidates.

In addition, we expect to incur additional costs associated with continuing to operate as a public company.

We expect that our expenses and capital requirements will increase substantially if and as we:

Since our inception, we have devoted substantially

all of our resources to developing our Immulytic platform and our lead product candidate, RP1, building our intellectual property

portfolio, conducting research and development of our product candidates, business planning, raising capital and providing general

and administrative support for our operations.

To date, we have financed our operations primarily with proceeds from the sale of

equity securities and to a lesser extent the proceeds from the issuance of debt securities.

We do not have any products approved

for sale and have not generated any revenue from product sales.

On July 24, 2018, we completed our initial public offering

(“IPO”) of our common stock and issued and sold 6,700,000 shares of our common stock at a public offering price of

$15.00 per share, resulting in net proceeds of approximately $93.5 million after deducting underwriting discounts and commissions

but before deducting offering costs.

On July 30, 2018, we issued and sold an additional 707,936 shares of our common stock

at the IPO price of $15.00 per share pursuant to the underwriters’

partial exercise of their option to purchase additional

shares of common stock, resulting in additional net proceeds of approximately $9.9 million after deducting discounts and commissions

but before deducting other offering expenses.

On August 8, 2019, we entered into

a Loan and Security Agreement with Hercules Capital, Inc.

(“Hercules Loan Agreement”), pursuant to which we borrowed

$10.0 million under a secured term loan facility in the amount of $30.0 million (“Term Loan Facility”).

Loan Agreement was subsequently amended on June 1, 2020, in order to, among other things, increase the secured term loan facility

from $30.0 million to $40.0 million.

Also on August 8, 2019, we entered

into a Sales Agreement with SVB Leerink LLC (“Sales Agreement”), pursuant to which we could sell, from time to time,

at our option, up to an aggregate amount of $75.0 million of shares of our common stock, of which we have sold $4.5 million as

of June 30, 2020.

In June 2020 the Sales Agreement was amended to reduce the aggregate offering amount under the Sales

Agreement from $75,000 of shares to $30,000 of Shares.

On November 18, 2019, we completed

a follow-on public offering, or the November Offering, of (i) 3,678,031 shares of our common stock at a public offering

price of $13.61 per share and (ii) pre-funded warrants to purchase 2,200,000 shares of our common stock at a purchase price

of $13.6099 per pre-funded warrant, the public offering price per share of common stock less the $0.0001 per share exercise price

of each pre-funded warrant.

On December 13, 2019 we sold 838,530 shares of our common stock to the underwriters at the public

offering price in connection with the underwriters’

partial exercise of their option to purchase additional shares of our

common stock.

We received aggregate net proceeds of approximately $85.6 million after deducting underwriting discounts, commissions

and other offering expenses of approximately $5.8 million.

On June 11, 2020, we completed an additional

follow-on public offering, or the “June Offering”, of (i) 2,826,088 shares of our common stock at a public

offering price of $23.00 per share and (ii) pre-funded warrants to purchase 1,521,738 shares of our common stock at a purchase

price of $22.9999 per pre-funded warrant, the public offering price per share of common stock less the $0.0001 per share exercise

price of each pre-funded warrant.

On June 29, 2020 we sold 652,173 shares of our common stock to the underwriters at the public

offering price in connection with the underwriters’

full exercise of their option to purchase additional shares of our common

We received aggregate net proceeds of approximately $107.8 million after deducting underwriting discounts, commissions and

other offering expenses of approximately $7.2 million.

Funds affiliated with two separate institutional

investors hold all of our outstanding pre-funded warrants.

Other than as set forth in Note 10 of our condensed consolidated financial

statements appearing elsewhere in this Quarterly Report, the 3,721,738 shares of our common stock into which our outstanding pre-funded

warrants are exercisable are not included in the number of issued and outstanding shares of our common stock set forth in this

Quarterly Report.

However, the November 2019 Pre-Funded Warrants and the June 2020 Pre-Funded Warrants are included in

the calculation of basic and diluted net loss per share attributable to common stockholders (see Note 10).

Since our inception, we have incurred significant

operating losses.

Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development

and eventual commercialization of one or more of our product candidates.

Our net losses were $17.5 million and $9.5 million

for the three months ended June 30, 2020 and 2019, respectively.

As of June 30, 2020, we had an accumulated deficit of

$129.8 million.

These losses have resulted primarily from costs incurred in connection with research and development activities

and general and administrative costs associated with our operations.

We expect to continue to incur significant expenses and increasing

operating losses for at least the next several years.

We anticipate that our expenses and capital

requirements will increase substantially in connection with our ongoing activities, particularly as we advance the preclinical

activities and clinical trials of our product candidates, and if and as we:

● conduct our current and future clinical trials with RP1;

· progress the preclinical and clinical development of RP2 and RP3;

· establish, equip, and operate our own in-house manufacturing facility;

● progress the clinical development of RP2 and preclinical development of RP3;

● operate our own in-house manufacturing facility;

● seek to identify and develop additional product candidates;

● seek marketing approvals for any of our product candidates that successfully complete clinical trials, if any;

· establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

● establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing

● maintain, expand and protect our intellectual property portfolio;

● hire and retain additional clinical, quality control, scientific and general and administration personnel;

● acquire or in-license other drugs and technologies;

· hire and retain additional clinical, quality control, scientific and finance personnel;

· add operational, financial and management information systems and personnel, including personnel to support our research and development programs, any future commercialization efforts and as we continue to operate as a public company.

We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for RP1 or our other product candidates.

If we obtain regulatory approval for any of our product candidates and do not enter into a commercialization partnership in any jurisdiction (which we currently do not intend to do in the United States) , we expect to incur significant expenses related to developing our internal commercialization capability to support product sales , marketing , and distribution.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy.Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing , distribution, or licensing arrangements.

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

If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability.

Even if we are able to generate product sales, we may not become profitable.

If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of December 31, 2019, we had cash and cash equivalents and short-term investments of $180.9 million.

Based on our current operating plan, we believe that our existing cash and cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements into the second half of calendar year 2022.

See - Liquidity and capital resources and Risk factors-Risks related to our financial position and need for additional

● add operational, financial and management information systems and personnel, including personnel to support our research and

development programs and any future commercialization efforts.

We will not generate revenue from product

sales unless and until we successfully complete clinical development and obtain regulatory approval for RP1 or our other product

If we obtain regulatory approval for any of our product candidates and do not enter into a commercialization partnership

in any jurisdiction, we expect to incur significant expenses related to developing our internal commercialization capability to

support product sales, marketing, and distribution.

As a result, we will need substantial additional

funding to support our continuing operations and pursue our growth strategy.

Until such time as we can generate significant revenue

from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations,

strategic alliances, and marketing, distribution, or licensing arrangements.

We may be unable to raise additional funds or enter

into such other agreements or arrangements when needed on favorable terms, or at all.

If we fail to raise capital or enter into

such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization

of one or more of our product candidates.

Because of the numerous risks and

uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of

increased expenses or when, or if, we will be able to achieve or maintain profitability.

Even if we are able to generate

product sales, we may not become profitable.

If we fail to become profitable or are unable to sustain profitability on a

continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our

As of June 30, 2020, we had cash and

cash equivalents and short-term investments of $261.8 million.

We believe that our existing cash and cash equivalents and

short-term investments will enable us to fund our operating expenses and capital expenditure requirements through at least 12 months

from the issuance of the consolidated financial statements included in this Quarterly Report on Form 10-Q.

See “—Liquidity and capital

resources”

and “Risk factors—Risks related to our financial position and need for additional capital.”

Components of our results of operations

To date, we have not generated any revenue from product sales as we do not have any approved products and do not expect to generate any revenue from the sale of products in the near future.

If our development efforts for RP1 or any other product candidates that we may develop in the future are successful and result in regulatory approval, or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from those collaboration or license agreements.

To date, we have not generated any revenue

from product sales as we do not have any approved products and do not expect to generate any revenue from the sale of products

in the near future.

If our development efforts for RP1 or any other product candidates that we may develop in the future are successful

and result in regulatory approval, or if we enter into collaboration or license agreements with third parties, we may generate

revenue in the future from a combination of product sales or payments from those collaborations or license agreements.

Operating expenses

Our expenses since inception have consisted solely of research and development costs and general and administrative costs.

Our expenses since inception have consisted

solely of research and development costs and general and administrative costs.

Research and development expenses

Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts on the development of RP1 and our other product candidates, and include:

· expenses incurred under agreements with third parties, including CROs that conduct research, preclinical activities and clinical trials on our behalf as well as CMOs that manufacture our product candidates for use in our preclinical and clinical trials;

· salaries, benefits and other related costs, including stock-based compensation expense, for personnel engaged in research and development functions;

Research and development expenses consist

primarily of costs incurred for our research activities, including our discovery efforts and the development of our product candidates,

● expenses incurred under agreements with third parties, including clinical research organizations, or CROs, that conduct research,

preclinical activities and clinical trials on our behalf as well as contract manufacturing organizations, or CMOs, that manufacture

our product candidates for use in our preclinical and clinical trials;

● salaries, benefits and other related costs, including stock-based compensation expense, for personnel engaged in research and

development functions;

● costs of outside consultants, including their fees, stock-based compensation and related travel expenses;

● the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials;

· costs related to compliance with regulatory requirements in connection with the development of RP1 and our other product candidates;

· facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

These costs will be partially offset by our agreement with Regeneron.

We expense research and development costs as incurred.

We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers.

Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our condensed consolidated financial statements as prepaid or accrued research and development expenses.

Our direct external research and development expenses are tracked on a program-by-program basis and consist of costs, such as fees paid to consultants, contractors, CMOs, and CROs in connection with our preclinical and clinical development activities.

To date, we have not allocated expenses to our earlier-stage programs for RP2 and RP3.

In addition, we do not allocate employee costs, costs associated with our discovery efforts, laboratory supplies, and facilities, including depreciation or other indirect costs, to specific product development programs because these costs are deployed across multiple product development programs and, as such, are not separately classified.

The table below summarizes our research and development expenses by product candidate or development program for each of the periods presented:

● costs related to compliance with regulatory requirements in connection with the development of our product candidates;

● facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities

and other operating costs.

These costs will be partially offset by

our agreement with Regeneron related to our Phase

2 clinical trial of RP1 in approximately 240 patients with CSCC clinical trial .

We expense research and development

costs as incurred.

We recognize external development costs based on an evaluation of the progress to completion of specific

tasks using information provided to us by our service providers.

Payments for these activities are based on the terms of the

individual agreements, which may differ from the pattern of costs incurred, and are reflected in our consolidated financial

statements as prepaid or accrued research and development expenses.

Our direct external research and development

expenses are tracked on a program-by-program basis and consist of costs, such as fees paid to consultants, contractors, CMOs, and

CROs in connection with our preclinical and clinical development activities.

To date, we have not allocated expenses to our earlier-stage

programs for RP2 and RP3.

In addition, we do not allocate employee costs, costs associated with our discovery efforts, laboratory

supplies, and facilities, including depreciation or other indirect costs, to specific product development programs because these

costs are deployed across multiple product development programs and, as such, are not separately classified.

The table below summarizes our research

and development expenses by product candidate or development program for each of the periods presented:

Three Months Ended

Nine Months Ended

(Amounts in thousands)

Direct research and development expenses by program:

Unallocated research and development expenses:

Personnel related (including stock-based compensation)

Total research and development expenses

Research and development activities are central to our business model.

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

We expect that our research and development expenses will continue to increase for the foreseeable future as we initiate additional clinical trials of RP1, begin enrollment for clinical trials of RP2 and complete preclinical development and pursue initial stages of clinical development of RP3 and continue to discover and develop additional product candidates.

The successful development and commercialization of our product candidates is highly uncertain.

This is due to the numerous risks and uncertainties associated with product development and commercialization, including the following:

· the scope, rate of progress , expense and results of our ongoing clinical trials of RP1, as well as of any future clinical trials of RP2 and RP3 or other product candidates and other research and development activities that we may conduct;

Research and development activities are

central to our business model.

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

than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical

We expect that our research and development expenses will continue to increase for the foreseeable future as we continue

enrollment and initiate additional clinical trials of RP1, pursue initial stages of clinical development of RP2, complete preclinical

development of RP3 and continue to discover and develop additional product candidates.

The successful development and commercialization

of our product candidates is highly uncertain.

This is due to the numerous risks and uncertainties associated with product development

and commercialization, including the following:

● the scope, rate of progress, expense and results of our ongoing clinical trials, as well future clinical trials or other product

candidates and other research and development activities that we may conduct;

● the number and scope of preclinical and clinical programs we decide to pursue;

1 unchanged sentence

● uncertainties in clinical trial design and patient enrollment rates;

· the successful completion of clinical trials with safety, tolerability, and efficacy profiles that are satisfactory to the FDA or any comparable foreign regulatory authority;

● the successful completion of clinical trials with safety, tolerability, and efficacy profiles that are satisfactory to the

FDA or any comparable foreign regulatory authority;

● the receipt of regulatory approvals from applicable regulatory authorities;

· our success in establishing, equipping, and operating a manufacturing facility, or securing manufacturing supply through relationships with third parties;

· our ability to obtain and maintain patents, trade secret protection, and regulatory exclusivity, both in the United States and internationally;

● our success in operating a manufacturing facility, or securing manufacturing supply through relationships with third parties;

● our ability to obtain and maintain patents, trade secret protection, and regulatory exclusivity, both in the United States

and internationally;

● our ability to protect our rights in our intellectual property portfolio;

5 unchanged sentences

● significant and changing government regulation and regulatory guidance.

A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate.

For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant trial delays due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development.

We may never succeed in obtaining regulatory approval for any of our product candidates.

A change in the outcome of any of these

variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated

with the development of that product candidate.

For example, if the FDA or another regulatory authority were to require us to conduct

clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate,

or if we experience significant trial delays due to patient enrollment or other reasons, we would be required to expend significant

additional financial resources and time on the completion of clinical development.

We may never succeed in obtaining regulatory

approval for any of our product candidates.

General and administrative expenses

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

General and administrative expenses also include professional fees for legal, patent, accounting, auditing, tax and consulting services;

General and administrative expenses consist

primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, corporate

and business development and administrative functions.

General and administrative expenses also include professional fees for legal,

patent, accounting, auditing, tax and consulting services;

travel expenses;

and facility- related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expect that our general and administrative expenses will increase in the future as we increase our general and administrative headcount to support our continued research and development and potential commercialization of our product candidates.

We also expect to incur increased expenses associated with continuing to operate as a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements;

and facility-related expenses, which include direct

depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expect that our general and

administrative expenses will increase in the future as we increase our general and administrative headcount to support our

continued research and the development and potential commercialization of our product candidates.

We also expect to continue

to incur increased expenses, including accounting, audit, legal, regulatory and tax-related services costs associated with

maintaining compliance with exchange listing and SEC requirements;

director and officer insurance costs;

and investor and public relations costs.

and investor and

public relations costs.

Other income (expense), net

Research and development incentives

Research and development incentives consists of reimbursements of research and development expenditures.

We participate, through our subsidiary in the United Kingdom, in the research and development program provided by the United Kingdom tax relief program, such that a percentage of up to 14.5% of our qualifying research and development expenditures are reimbursed by the United Kingdom government, and such incentives are reflected as other income.

Change in fair value of warrant liability

In connection with the issuance of the series seed preferred stock, we issued to the series seed preferred stockholders warrants to purchase shares of series seed preferred stock.

Prior to the completion of our IPO, we classified the warrants as a liability on our condensed consolidated balance sheets.

We remeasured the warrant liability to fair value at each reporting date and recognized changes in the fair value of the warrant liability as a component of other income (expense), net in our condensed consolidated statements of operations.

Effective upon the completion of our IPO, the warrants to purchase shares of series seed preferred stock became exercisable for shares of common stock instead of shares of preferred stock, and the warrant liability was reclassified to additional paid-in capital.

As a result, effective upon the completion of our IPO, we no longer recognize changes in the fair value of the warrant liability as other income (expense), net in our condensed consolidated statements of operations.

Research and development incentives consists

of reimbursements of research and development expenditures.

We participate, through our subsidiary in the United Kingdom, in the

research and development program provided by the United Kingdom tax relief program, such that a percentage of up to 14.5% of our

qualifying research and development expenditures are reimbursed by the United Kingdom government, and such incentives are reflected

as other income.

Investment income

Investment income consists of income earned on our cash and cash equivalents and short-term investments.

Interest expense

Interest expense primarily consists of amortization of finance charges under our financing lease and the amortization of debt discount and cash paid for interest under the Term Loan Facility.

Investment income consists of income earned

on our cash and cash equivalents and short-term investments.

Interest expense on finance lease liability

consists of amortization of finance charges under our financing lease.

Interest expense on debt obligations

Interest expense on debt obligations consists

of the amortization of debt discount and cash paid for interest under the Term Loan Facility.

Other income (expense), net

Other income (expense), net consists primarily of realized and unrealized foreign currency transaction gains and losses.

Since our inception and through December 31, 2019, we have not recorded any income tax benefits for the net losses we incurred in each jurisdiction in which we operate, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards will not be realized.

On December 22, 2017, the U.S.

government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act.

The Tax Act includes a number of changes to existing tax law, including, among other things, a permanent reduction in the federal corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018, as well as limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such net operating losses may be carried forward indefinitely).

Under the Tax Act, our deferred tax assets and liabilities (before valuation allowance) were remeasured at the lower federal tax rate, resulting in an increase to our income tax provision with an equal and offsetting reduction in our valuation allowance.

We completed our final determination of the remeasurement of our deferred tax assets and liabilities for the year ended March 31, 2019 under SEC Staff Accounting Bulletin No.

118 and we have not recorded any adjustments to the provisional amounts recorded at March 31, 2018.

Other income (expense), net consists primarily

of realized and unrealized foreign currency transaction gains and losses.

Since our inception and through June 30,

2020, we have not recorded any income tax benefits for the net losses we incurred in each jurisdiction in which we operate, as

we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards

will not be realized.

Results of operations

Comparison of the three months ended December 31, 2019 and 2018

The following table summarizes our results of operations for the three months ended December 31, 2019 and 2018:

Comparison of the three months ended June 30, 2020

The following table summarizes our results

of operations for the three months ended June 30, 2020 and 2019:

Three Months Ended

8 unchanged sentences

Investment income

Interest expense

Other income (expense)

Interest expense on finance lease liability

Interest expense on debt obligations

Total other income (expense), net

6 unchanged sentences

Total research and development expenses

Research and development expenses for the three months ended December 31, 2019 were $11.9 million, compared to $7.9 million for the three months ended December 31, 2019.

The increase of $4.0 million was due primarily to an increase of approximately $0.2 million in direct research costs associated with RP1 and an approximately $3.8 million increase in our unallocated research and development costs.

The increase in RPl costs was due primarily to an increase in clinical trial costs in the three months ended December 31, 2019 associated with our ongoing Phase 1/2 clinical trial.

The increase in unallocated research and development expenses reflected an increase of $2.5 million in personnel-related costs, including stock-based compensation, and an increase of $1.3 million in other costs.

The increase in personnel-related costs was primarily due to the hiring of additional personnel in our research and development functions as we began work on our planned Phase 2 clinical trial of RP1 in patients with CSCC Personnel-related costs for the three months ended December 31, 2019 and 2018 included stock-based compensation expense of $1.3 million and $0.5 million, respectively.

Included within the stock compensation expense for the three months ended December 31, 2019 was $0.5 million for the modification of certain stock options related to the departure of an executive.

Other costs increased primarily due to purchases of supplies used across all of our product candidates.

General and administrative expenses

General and administrative expenses were $4.7 million for the three months ended December 31, 2019, compared to $2.3 million for the three months ended December 31, 2018.

The increase of $2.4 million primarily reflected increases of $1.2 million in personnel related costs, $0.4 million in professional fees, $0.6 million in facility costs and $0.2 million in other costs.

The increase in personnel related costs was due to the hiring of additional personnel in our general and administrative functions as we expanded our operations in the United States.

Personnel-related costs for the three months ended December 31, 2019 and 2018 included stock-based compensation expense of $1.0 million and $0.4 million, respectively.

Other income (expense), net

Other income, net was $0.5 million for the three months ended December 31, 2019, compared to other income, net of $2.5 million for the three months ended December 31, 2018.

The decrease in other income, net of $2.0 million was primarily attributable to a $0.8 million increase in interest expense including $0.5 million related to amortization of finance charges under our financing lease and $0.3 million related to our Term Loan Facility, a $0.6 million decrease in research and development incentives due to changes in the location of research and development services being performed, a $0.3 million decrease in investment income due to changes in the short-term investment balances as well as the rate of return on the associated investment, and a $0.2 million increase in other expense, net due primarily to changes in foreign currency exchange rates of Great British Pounds to United States Dollars.

Comparison of the nine months ended December 31, 2019 and 2018

The following table summarizes our results of operations for the nine months ended December 31, 2019 and 2018:

Nine Months Ended

(Amounts in thousands)

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

Research and development incentives

Investment income

Interest expense

Change in fair value of warrant liability

Total other income (expense), net

Research and development expenses

Nine Months Ended

(Amounts in thousands)

Direct research and development expenses by program:

Unallocated research and development expenses:

Personnel related (including stock-based compensation)

Total research and development expenses

Research and development expenses for the nine months ended December 31, 2019 were $27.6 million, compared to $16.8 million for the nine months ended December 31, 2018.

The increase of $10.8 million was due primarily to an increase of approximately $3.0 million in direct research costs associated with RP1 and an approximately $7.8 million increase in our unallocated research and development costs.

The increase in RP1 costs was due primarily to an increase in clinical trial costs in the three months ended December 31, 2019 associated with our ongoing Phase 1/2 clinical trial.

The increase in unallocated research and development expenses reflected an increase of $5.8 million in personnel-related costs, including stock-based compensation, and an increase of $2.0 million in other costs.

Personnel-related costs for the nine months ended December 31, 2019 and 2018 included stock-based compensation expense of $3.0 million and $1.0 million, respectively.

Included within the stock compensation expense for the nine months ended December 31, 2019 was $0.5 million for the modification of certain stock options related to the departure of an executive.

Other costs increased primarily due to purchases of supplies used across all of our product candidates.

Research and development expenses for the

three months ended June 30, 2020 were $12.2 million, compared to $7.5 million for the year ended June 30, 2019.

The increase of $4.7 million was due primarily to an increase of approximately $2.3 million in direct research costs associated

with RP1 and an approximately $2.4 million increase in our unallocated research and development costs.

The increase in RP1 costs

was due primarily to an increase in clinical trial costs in the three months ended June 30, 2020 associated with our ongoing

clinical trials as well as costs associated with operations of our new manufacturing facility for RP1 clinical trial supplies

The increase in unallocated research and

development expenses reflected an increase of $2.0 million in personnel-related costs, including stock-based compensation

and an increase of $0.2 million in other costs.

The increase in personnel-related costs largely reflected the hiring of additional

personnel in our research and development functions as we expanded the development plan for RP1 in multiple indications.

related costs for the three months ended June 30, 2020 and 2019 included stock-based compensation expense of $1.0 million

and $0.8 million, respectively.

Other costs increased primarily due to our potential registrational studies associated with

our RP1 development plan with multiple cohorts as well as costs associated with operations of our new manufacturing facility.

General and administrative expenses

General and administrative expenses were $12.2 million for the nine months ended December 31, 2019, compared to $6.4 million for the nine months ended December 31, 2018.

The increase of $5.8 million primarily reflected increases of $3.5 million in personnel related costs, $1.2 million in facility costs, $0.6 million in other costs and $0.5 million in professional fees.

The increase in personnel related costs was due to the hiring of additional personnel in our general and administrative functions as we expanded our operations in the United States.

Personnel-related costs for the nine months ended December 31, 2019 and 2018 included stock-based compensation expense of $3.0 million and $0.8 million, respectively.

Other income (expense), net

Other income, net was $3.0 million for the nine months ended December 31, 2019, compared to other expense, net of $(1.1) million for the nine months ended December 31, 2018.

The increase in other income, net of $4.1 million was primarily attributable to a $5.5 million charge related to the change in the fair value of the warrant liability in 2018 that did not recur in 2019 and a $0.3 million increase in research and development incentives, partially offset by a $1.0 million increase in interest expense including $0.6 million related to amortization of finance charges under our financing lease and $0.4 million related to our Term Loan Facility and a $0.7 million decrease in other income due primarily to changes in foreign currency exchange rates of Great British Pounds to United States Dollars.

General and administrative expenses were

$5.7 million for the three months ended June 30, 2020, compared to $3.5 million for the three months ended June 30,

The increase of $2.2 million primarily reflected increases of $1.0 million in personnel related costs, increases of $0.6

million in facility and other variable costs and increases of $0.6 million in professional fees.

The increase in personnel related

costs was due to the hiring of additional personnel in our general and administrative functions as we expanded our operations in

the United States.

The increase in professional fees was due to costs associated with increased spending to build out our information

technology capabilities as well legal and accounting fees related to ongoing business operations and enhancements to the internal

control environment.

The increase in facility and other variable costs was due primarily to an increase in costs associated with

our directors and officers insurance.

Total other income, net

Other income (expense) was $0.3 million

for the three months ended June 30, 2020, compared to $1.4 million for the three months ended June 30, 2019.

decrease of $1.1 million was primarily attributable to a $0.6 million increase in interest related to our finance lease liability,

a $0.3 million increase in interest expense on debt obligations related to our Term Loan Facility, a $0.1 decrease in other income

due primarily to the changes in foreign exchange rates of the Great British Pounds to United States Dollar and a $0.2 million decrease

in investment income due to fluctuations in the rate of return on investments, partially offset by a $0.1 million increase in research

and development incentives.

The COVID-19 Pandemic

In December 2019, a novel strain of

coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China.

In March 2020, the

World Health Organization declared the COVID-19 outbreak a pandemic, which continues to spread throughout the U.S.

and worldwide.

We could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic,

outbreak, or other public health crisis, such as the recent outbreak of COVID-19.

We are continuing to monitor the global outbreak

and spread of COVID-19 and have taken steps to identify and mitigate the adverse impacts on, and risks to, our business posed by

its spread and actions taken by governmental and health authorities to address the COVID-19 pandemic.

The spread of COVID-19 has

caused us to modify our business practices, including implementing a global work from home policy for certain employees who are

able to perform their duties remotely and restricting all nonessential travel.

For those employees working from our facilities,

including certain essential employees in our laboratory and who perform manufacturing functions, and certain other employees who

we deem essential from time to time, we have implemented stringent safety measures designed to comply with applicable federal,

state and local guidelines instituted in response to the COVID-19 pandemic.

We expect to continue to take actions as may be required

or recommended by government authorities or as we determine are in the best interests of our employees, the patients we serve and

other business partners in light of COVID-19.

The COVID-19 pandemic has delayed, and we expect it may continue to delay, the timing

of patient enrollment and treatment in certain of our ongoing clinical studies.

For example, the enrollment of our clinical trial

of RP1 in solid organ transplant patients with CSCC, representing a highly immunocompromised patient populations, has been slower

than expected for reasons we attribute to the COVID-19 pandemic.

However, the extent of such delay is currently unknown and has

and will likely continue to vary by clinical study site.

In addition, we may incur unforeseen costs as a result of disruptions

in clinical supply or preclinical study or clinical trial delays.

The impact of COVID-19 on our business future results will largely

depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic

spread of the disease, the duration of the pandemic, travel restrictions and social distancing in the United States and other countries,

business closures or business disruptions, the ultimate impact on financial markets and the global economy, and the effectiveness

of actions taken in the United States and other countries to contain and treat the disease.

See “Risk Factors—Our financial

condition and results of operations could be adversely affected by the recent novel coronavirus disease-2019, or COVID-19, outbreak.”

in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Liquidity and capital resources

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations.

We have not yet commercialized any of our product candidates, which are in various phases of preclinical and clinical development, and we do not expect to generate revenue from sales of any products for the foreseeable future, if at all.

Since our inception, we have not generated

any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations.

not yet commercialized any of our product candidates, which are in various phases of preclinical and clinical development, and

we do not expect to generate revenue from sales of any products for the foreseeable future, if at all.

Sources of liquidity

To date, we have financed our operations primarily with proceeds from the sale equity securities.

Through December 31, 2019, we had received gross proceeds of approximately $304.0 million from our sales of common stock, preferred stock and our Term Loan Facility.

As of December 31, 2019, we had cash and cash equivalents and short-term investments of $180.9 million.

On July 24, 2018, we completed our IPO and issued and sold 6,700,000 shares of our common stock at a public offering price of $15.00 per share, resulting in net proceeds of $93.5 million after deducting underwriting discounts and commissions but before deducting offering costs.

On July 30, 2018, we issued and sold an additional 707,936 shares of our common stock at the IPO price of $15.00 per share pursuant to the underwriters partial exercise of their option to purchase additional shares of our common stock, resulting in additional net proceeds of $9.9 million after deducting discounts and commissions and other offering expenses.

On November 18, 2019, we closed a follow-on public offering of (i) 3,678,031 shares of its common stock at a public offering price of $13.61 per share and (ii) pre-funded warrants to purchase 2,200,000 shares of our common stock at a purchase price of $13.6099 per pre-funded warrant, the public offering price per share of the common stock less the $0.0001 per share exercise price of each pre-funded warrant.

On December 13, 2019 we sold 838,530 shares of our common stock at the public offering price in connection with the underwriters partial exercise of option to purchase additional shares of our common stock.

We received aggregate net proceeds of approximately $85.6 million after deducting underwriting discounts, commissions and other offering expenses of approximately $5.8 million.

The following table summarizes our cash flows for each of the periods presented:

Nine Months Ended

(Amounts in thousands)

To date, we have financed our operations

primarily with proceeds from the sale of equity securities and, to a lesser extent, proceeds from the issuance of debt securities.

Through June 30, 2020, we had received gross proceeds of approximately $419.0 million from our sales of equity instruments

and $10.0 million from the issuance of debt.

As of June 30, 2020, we had cash and cash equivalents and short-term investments

of $261.8 million.

On July 24, 2018, we completed our

IPO and issued and sold 6,700,000 shares of our common stock at a public offering price of $15.00 per share, resulting in net

proceeds of $93.5 million after deducting underwriting discounts and commissions but before deducting offering costs.

July 30, 2018, we issued and sold an additional 707,936 shares of our common stock at the IPO price of $15.00 per share pursuant

to the underwriters’

partial exercise of their option to purchase additional shares of our common stock, resulting in additional

net proceeds of $9.9 million after deducting discounts and commissions but before deducting other offering expenses.

2019, we entered into the Hercules Loan Agreement, pursuant to which we borrowed $10.0 million under the secured Term Loan Facility

in the amount of $30.0 million.

On June 1, 2020, the Company amended the Hercules Loan Agreement to, among other things,

increase the secured term loan facility from $30.0 million to $40.0 million by adding a fourth advance of up to $10.0 million

which may be borrowed between July 1, 2021 and December 15, 2021.

On August 8, 2019, we entered into the Sales

Agreement with SVB Leerink LLC, pursuant to which we may sell, from time to time, at our option, up to an aggregate amount of

$75.0 million of shares of our common stock, of which we sold $4.5 million as of June 30, 2020.

On June 8, 2020 the

Sales Agreement was amended to reduce the aggregate offering amount under the Sales Agreement from $75.0 million of shares to

$30.0 million of Shares.

On November 18, 2019, we closed the November Offering of (i) 3,678,031 shares of its common

stock at a public offering price of $13.61 per share and (ii) pre-funded warrants to purchase 2,200,000 shares of our common

stock at a purchase price of $13.6099 per pre-funded warrant, the public offering price per share of the common stock less the

$0.0001 per share exercise price of each pre-funded warrant.

On December 13, 2019, we sold 838,530 shares of our common stock

at the public offering price in connection with the underwriters’

partial exercise of an option to purchase additional shares

of our common stock.

We received aggregate net proceeds of approximately $85.6 million after deducting underwriting discounts,

commissions and other offering expenses of approximately $5.8 million.

On June 12, 2020, we closed the June Offering

of (i) 2,826,088 shares of our common stock at a public offering price of $23.00 per share and (ii) pre-funded warrants

to purchase 1,521,738 shares of our common stock at a purchase price of $22.9999 per pre-funded warrant, the public offering price

per share of common stock less the $0.0001 per share exercise price of each pre-funded warrant.

On June 29, 2020 we sold

652,173 shares of our common stock to the underwriters at the public offering price in connection with the underwriters’

full exercise of their option to purchase additional shares of our common stock.

We received aggregate net proceeds of approximately

$107.8 million after deducting underwriting discounts, commissions and other offering expenses of approximately $7.2 million.

The following table summarizes our cash

flows for each of the periods presented:

Three Months Ended

in thousands)

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Operating activities

During the nine months ended December 31, 2019, net cash used in operating activities was $49.3 million, primarily resulting from our net loss of $36.8 million and net cash used by changes in our operating assets and liabilities of $17.8 million, partially offset by net non- cash charges of $5.3 million.

Net cash used by changes in our operating assets and liabilities for the nine months ended December 31, 2019 consisted primarily of a $14.1 million increase in long-term prepaid rent, a $2.6 million decrease in accounts payable, a $2.2 million increase in research and development incentives receivable, partially from the United Kingdom government due to the timing and amount of our qualifying expenditures, a $1.5 million increase in prepaid expenses and other current assets and a $0.3 million decrease in operating lease liabilities offset by a $1.8 million increase in accrued expenses and other current liabilities, $0.7 million decrease in operating lease, right-of-use asset and $0.4 million decrease in financing lease, right-of-use-asset.

During the nine months ended December 31, 2018, net cash used in operating activities was $19.3 million, primarily resulting from our net loss of $24.2 million, net cash used in changes in our operating assets and liabilities of $1.3 million, partially offset by net non-cash charges of $6.2 million.

Net cash used in changes in our operating assets and liabilities for the nine months ended December 31, 2018 consisted primarily of a $0.6 million increase in prepaid expenses and other current assets, a $0.5 million decrease in accounts payable and a $0.8 million decrease in accrued expenses and other current liabilities, partially offset by a $0.3 million decrease in the research and development incentives receivable from the United Kingdom government due to the timing and amount of our qualifying expenditures and a $0.1 million increase in deferred rent .

During the three months ended June 30,

2020, net cash used in operating activities was $15.1 million, primarily resulting from our net loss of $17.5 million

and net cash used by changes in our operating assets and liabilities of $0.6 million, partially offset by non-cash charges of $3.0 million.

Net cash used by our changes in our operating assets and liabilities for the three months ended June 30, 2020 consisted primarily

of a $0.7 million increase in research and development incentive receivables, partially from the United Kingdom government due

to the timing and amount of our qualifying expenditures, $0.3 million increase in prepaid expenses and other current assets and

$0.2 million decrease in accounts payable, partially offset by $0.6 million net decrease related to ASC 842 (including changes

in operating lease liabilities, operating lease, right-of-use asset and financing lease, right-of-use asset).

The changes in accounts

payable were primarily due to the timing of vendor invoicing and payments.

During the three months ended June 30,

2019, net cash used in operating activities was $13.6 million, primarily resulting from our net loss of $9.5 million and net cash

used by changes in our operating assets and liabilities of $5.5 million, partially offset by net non-cash charges of $1.4 million.

Net cash used by changes in our operating assets and liabilities for the three months ended June 30, 2019 consisted primarily

of a $6.9 million increase in long term prepaid rent, a $0.9 million decrease in accrued expenses and other current liabilities,

a $0.8 million increase in prepaid expenses and other current assets, a $0.6 million increase in the research and development incentives

receivable from the United Kingdom government due to the timing and amount of our qualifying expenditures and $0.1 million decrease

in lease liabilities, partially offset by a $3.8 million increase in accounts payable and $0.1 million decrease in right-to-use

Investing activities

During the nine months ended December 31, 2019, net cash used in investing activities was $13.1 million, consisting of $119.6 million in purchases of available for sale securities and $5.2 million in purchases of property, plant and equipment , partially offset by $111.7 million in proceeds from sales and maturities of short-term investments.

During the nine months ended December 31, 2018, net cash used in investing activities was $76.5 million, consisting of $134.6 million in purchases of available for sale securities and $0.9 million in purchases of property, plant and equipment partially offset by $59.0 million in proceeds from maturities of short-term investments.

We expect that purchases of property, plant and equipment will increase over the next several years resulting from our intended establishment of our own in-house manufacturing facility.

During the three months ended June 30,

2020, net cash used in investing activities was $49.1 million, consisting of $125.8 million in purchases of available for sale

securities and $0.9 million in purchases of property, plant and equipment, partially offset by $77.6 million in proceeds from sales

and maturities of short-term investments.

During the three

months ended June 30, 2019, net cash provided by investing activities was $26.8 million, consisting of $45.7 million

in proceeds from sales and maturities of short-term investments, partially offset by $18.5 million in purchases of available for

sale securities and $0.4 million in purchases of property, plant and equipment.

Financing Activities

During the nine months ended December 31, 2019, net cash provided by financing activities was $100.1 million, consisting of $57.5 million in proceeds from the issuance of common stock in follow-on public offering, $28.1 million in proceeds from issuance of pre-funded warrants to purchase common stock, $10.0 million in proceeds from the long-term debt, $4.4 million in proceeds from the issuance of common stock through ATM sales and $0.5 million in proceeds from the exercise of stock options, partially offset by $0.4 million in payments of issuance costs and $22,000 in principal payments of finance lease obligations.

During the nine months ended December 31, 2018, net cash provided by financing activities was $101.3 million, consisting of $103.3 million in proceeds from the issuance of common stock upon IPO and $0.2 million from the exercise of stock options, partially offset by $2.2 million in payments of issuance costs.

During the three months ended June 30,

2020, net cash provided by financing activities was $109.5 million, consisting of $75.2 million from the issuance of common stock,

$32.9 million in net proceeds from the issuance of pre-funded warrants to purchase common stock in connection with our follow-on

public offering in June 2020, $1.5 million in proceeds from the exercise of stock options, partially offset by $0.1 million

of issuance costs.

During the three

months ended June 30, 2019, net cash provided by financing activities consists of an immaterial amount of proceeds from the

exercise of stock options.

Hercules Loan Agreement

On August 8, 2019 and as amended on

June 1, 2020, we and certain of our affiliates entered into the Hercules Loan Agreement with Hercules Capital, Inc.,

which, provided for aggregate borrowings of up to $40.0 million in the form of term loans.

We borrowed $10.0 million

at closing under the Hercules Loan Agreement.

We may borrow the unused $30.0 million available under the Term Loan Facility in

three separate advances.

The second advance of up to $10.0 million may be borrowed between October 1, 2020 and December 15,

2020, the third advance of up to $10.0 million may be borrowed between July 1, 2020 and June 30, 2021 and the fourth

advance of up to $10.0 million may be borrowed between July 1, 2021 and December 15, 2021 which contains certain borrowing

milestones as defined in the agreement.

In the event the Company does not draw on the second advance or if the Term Loan Facility

is terminated prior to a draw of the second advance, the Company shall pay Hercules a one-time facility charge fee of $0.1 million

on the earliest of (i) December 16, 2020 or (ii) the date the Company prepays the outstanding obligations.

Borrowings under the Hercules Loan Agreement

bear interest at a rate per annum equal to the greater of either (i) the prime rate as reported in The Wall Street Journal

plus 2.75%, or (ii) 8.75%.

Under the Hercules Loan Agreement, we were required to make monthly interest-only payments through

September 1, 2022, and are required to make equal monthly payments of principal, plus accrued interest, from October 1,

2022 through August 1, 2023.

As of June 30, 2020, the outstanding principal amount under the Hercules Loan Agreement

was $10.0 million.

The term of the Hercules Loan Agreement is four years, ending August 1, 2023.

We may voluntarily prepay all, but not less

than all, of the outstanding principal at any time prior to the maturity date, subject to a prepayment fee, which ranges from 1%

to 3% of the outstanding principal.

A final payment of 4.95% of the aggregate amount of any advances made under the Hercules Loan

The Term Loan Facility is secured by substantially

all of our assets, excluding our intellectual property, and subject to certain exceptions and exclusions.

The Hercules Loan Agreement

contains customary affirmative and negative covenants, including restrictions on our ability to pay dividends, incur debt, grant

liens, make acquisitions, make loans, dissolving, and entering into leases and asset sales, but does not contain any financial

Funding requirements

Our plan of operation is to continue implementing our business strategy, continue research and development of RPl and our other product candidates and continue to expand our research pipeline and our internal research and development capabilities.

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and clinical trials of our product candidates.

In addition, we expect to incur additional costs associated with operating as a public company following the completion of this offering.

We expect that our expenses will increase substantially if and as we:

Our plan of operation is to continue

implementing our business strategy, continue research and development of RP1 and our other product candidates and continue to

expand our research pipeline and our internal research and development capabilities.

We expect our expenses to increase

substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and clinical

trials of our product candidates, and if and as we:

● conduct our current and future clinical trials of RP1;

● progress the preclinical and clinical development of RP2 and RP3;

· establish, equip , and operate our own in-house manufacturing facility;

● operate our own in-house manufacturing facility;

● seek to identify and develop additional product candidates;

● seek marketing approvals for any of our product candidates that successfully complete clinical trials, if any;

· establish a sales , marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

· until our planned manufacturing facility is operational, require the manufacture by third parties of larger quantities of our product candidates for clinical development and potentially commercialization;

● establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing

● until our planned manufacturing facility is fully validated, continued manufacturing by third parties of larger quantities

of our product candidates for clinical development.

● maintain, expand and protect our intellectual property portfolio;

● acquire or in-license other drugs and technologies;

As of December 31, 2019, we had cash and cash equivalent s and short-term investments of $180.9 million.

We believe that our existing cash and cash equivalents and short-term investments, will enable us to fund our operating expenses and capital expenditure requirements will enable us to fund our operating expenses and capital expenditure requirements into the second half of calendar year 2022.

Because of the numerous risks and uncertainties associated with the development of RPl and other product candidates and programs, and because the extent to which we may enter into collaborations with third parties for development of our product candidates is unknown, we are unable to estimate the timing and amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates.

Our future capital requirements will depend on many factors, including those described in this section and above under Operating expenses-Research and development expenses.

Developing novel biopharmaceutical products, including conducting preclinical studies and clinical trials, is a time- consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval for any product candidates or generate revenue from the sale of any products for which we may obtain marketing approval.

In addition, our product candidates, if approved, may not achieve commercial success.

Our commercial revenues, if any, will be derived from sales of therapies that we do not expect to be commercially available for many years, if ever.

Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.

Adequate additional funds may not be available to us on acceptable terms, or at all.

● add operational, financial and management information systems and personnel, including personnel to support our research and

development programs and any future commercialization efforts.

As of June 30, 2020, we had cash and

cash equivalents and short-term investments of $261.8 million.

We believe that our existing cash and cash equivalents and short-term

investments along with our debt commitments will enable us to fund our operating expenses and capital expenditure requirements

Because of the numerous risks and uncertainties

associated with the development of RP1 and other product candidates and programs, and because the extent to which we may enter

into collaborations with third parties for development of our product candidates is unknown, we are unable to estimate the timing

and amounts of increased capital outlays and operating expenses associated with completing the research and development of our

product candidates.

Our future capital requirements will depend on many factors, including those described in this section and

above under “—Operating expenses—Research and development expenses.”

Developing novel biopharmaceutical products,

including conducting preclinical studies and clinical trials, is a time-consuming, expensive and uncertain process that takes years

to complete, and we may never generate the necessary data or results required to obtain marketing approval for any product candidates

or generate revenue from the sale of any products for which we may obtain marketing approval.

In addition, our product candidates,

if approved, may not achieve commercial success.

Our commercial revenues, if any, will be derived from sales of therapies that

we do not expect to be commercially available for many years, if ever.

Accordingly, we will need to obtain substantial additional

funds to achieve our business objectives.

Adequate additional funds may not be available

to us on acceptable terms, or at all.

We do not currently have any committed external source of funds.

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

Additional debt or preferred equity financing, if available, may involve agreements that include restrictive covenants that may limit our ability to take specific actions, such as incurring debt adversely impact our ability to conduct our business, and may require the issuance of warrants, which could potentially dilute your ownership interest.

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

If we are unable to raise additional funds through equity or debt financings or collaborations, strategic alliances or licensing arrangements with third parties when needed, we may be required to delay, limit, reduce and/or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

To the extent that we raise

additional capital through the sale of our equity or convertible debt securities, our shareholders’

interest may be diluted,

and the terms of these securities may include liquidation or other preferences and anti-dilution protections that could adversely

affect the rights of our common stockholder.

Additional debt or preferred equity financing, if available, may involve agreements

that include restrictive covenants that may limit our ability to take specific actions, such as incurring debt adversely impact

our ability to conduct our business, and may require the issuance of warrants, which could potentially dilute your ownership interest.

If we raise additional funds through collaborations,

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

future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us.

we are unable to raise additional funds through equity or debt financings or collaborations, strategic alliances or licensing arrangements

with third parties when needed, we may be required to delay, limit, reduce and/or terminate our product development programs or

any future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to

develop and market ourselves.

Contractual obligations and commitments

During the nine months ended December 31, 2019, there were no material changes to our contractual obligations and commitments from those described under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations- Contractual Obligations and Commitments in our Annual Report on Form 10-K for the year ended March 31, 2019, which was filed with the Securities and Exchange Commission on June 28, 2019.

Critical accounting policies and significant judgments and estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures.

We believe that of our critical accounting policies described under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Significant Judgments and Estimates in our Annual Report on Form 10-K for the year ended March 31, 2019, which was filed with the Securities and Exchange Commission on June 28, 2019, the following involve the most judgment and complexity:

· accrued research and development expenses and

During the three months ended June 30,

2020, there were no material changes to our contractual obligations and commitments from those described under the heading “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments”

our Annual Report on Form 10-K for the year ended March 31, 2020, which was filed with the Securities and Exchange Commission

on June 3, 2020.

Collaborations

On February 26, 2018, we entered into

a Clinical Trial Collaboration and Supply Agreement with Bristol-Myers Squibb Company, or BMS.

Pursuant to the agreement, BMS is

providing to us, at no cost, nivolumab, its anti-PD-1 therapy, for use in combination with RP1 in our ongoing Phase 1/2 clinical

Under the agreement, we will sponsor, fund and conduct the clinical trial in accordance with an agreed-upon protocol.

granted us a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property

to use nivolumab in the clinical trial and has agreed to supply nivolumab, at no cost to us, for use in the clinical trial.

parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong

solely to BMS, or study data related solely to RP1, which will belong solely to us.

In January 2020, this agreement was expanded

to cover an additional cohort of 125 patients with anti-PD-1 refractory melanoma.

Unless earlier terminated, the agreement

will remain in effect until (i) the completion of the clinical trial, (ii) all related clinical trial data have been

delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical

trial protocol or any analysis otherwise agreed upon by the parties.

The agreement may be terminated by either party (i) in

the event of an uncured material breach by the other party, (ii) in the event the other party is insolvent or in bankruptcy

proceedings or (iii) for safety reasons.

Upon termination, the licenses granted to us to use nivolumab in the clinical trial

will terminate.

The agreement contains representations, warranties, undertakings and indemnities customary for a transaction of

On April 12, 2019,

we entered into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant

to which BMS will provide, at no cost to us, nivolumab for use in our Phase 1 clinical trial of RP2 in combination with nivolumab.

On May 29, 2018, we entered into a

Master Clinical Trial Collaboration and Supply Agreement with Regeneron Pharmaceuticals, Inc., or Regeneron.

Pursuant to the

agreement we agreed to undertake one or more clinical trials with Regeneron for the administration of our product candidates in

combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron, across multiple solid tumor types, the first of which

is our ongoing Phase 2 clinical trial testing RP1 in combination with cemiplimab versus cemiplimab alone in patients with

Each clinical trial will be conducted pursuant to an agreed study plan which, among other things, will identify the name

of the sponsor and which party will manage the particular study, and include the protocol, the budget and a schedule of clinical

The first study plan related to the Phase 2 clinical trial in CSCC has been agreed.

Pursuant to the terms of the agreement,

each party granted the other party a non-exclusive license of their respective intellectual property and agreed to contribute the

necessary resources needed to fulfill their respective obligations, in each case, under the terms of agreed study plans.

costs of a particular clinical trial will be split equally.

The agreement contains representations, warranties, undertakings and

indemnities customary for a transaction of this nature.

The agreement also contains certain covenants that restrict us from entering

into a third-party arrangement with respect to the use of our product candidates in combination with an anti-PD-1 therapy and that

restrict Regeneron from entering into a third-party arrangement with respect to the use of cemiplimab in combination with an HSV-1

virus, in each case, for the treatment of a tumor type that is the subject of a clinical trial to which the covenants apply.

otherwise mutually agreed in a future study plan, these covenants are only applicable to our ongoing Phase 2 clinical trial

in CSCC, and expire upon the one-year anniversary of the commencement of the applicable study plan.

The agreement may be terminated by either

party if (i) there is no active study plan for which a final study report has not been completed, (ii) the parties have

not entered into a study plan for an additional clinical trial within a period of time after the delivery of the most recent final

study report or (iii) in the event of a material breach.

Critical accounting policies and significant judgments and

Our management’s discussion and analysis

of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in

accordance with generally accepted accounting principles in the United States.

The preparation of our consolidated financial statements

and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,

costs and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements.

estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that

are not readily apparent from other sources.

We evaluate our estimates and assumptions on an ongoing basis.

Our actual results

may differ from these estimates under different assumptions or conditions.

While our significant accounting policies

are described in greater detail in Note 2 to our consolidated financial statements appearing elsewhere in this Quarterly Report

Form on 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used

in the preparation of our consolidated financial statements.

Accrued research and

development expenses

As part of the process of preparing our

consolidated financial statements, we are required to estimate our accrued research and development expenses.

This process involves

reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on

our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet

been invoiced or otherwise notified of actual costs.

The majority of our service providers invoice us in arrears for services performed,

on a pre-determined schedule or when contractual milestones are met;

however, some require advanced payments.

We make estimates

of our accrued expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances

known to us at that time.

Examples of estimated accrued research and development expenses include fees paid to:

● CROs in connection with performing research activities and conducting preclinical studies and clinical trials on our behalf;

● CMOs in connection with the production of preclinical and clinical trial materials;

● investigative sites or other service providers in connection with clinical trials;

● vendors in connection with preclinical and clinical development activities;

● vendors related to product manufacturing and development and distribution of preclinical and clinical supplies.

We base our expenses related to preclinical

studies and clinical trials on our estimates of the services received and efforts expended pursuant to quotes and contracts with

multiple CMOs and CROs that supply, conduct and manage preclinical studies and clinical trials on our behalf.

The financial terms

of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows.

be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the

Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion

of clinical trial milestones.

In accruing service fees, we estimate the time period over which services will be performed and the

level of effort to be expended in each period.

If the actual timing of the performance of services or the level of effort varies

from the estimate, we adjust the accrual or the amount of prepaid expenses accordingly.

Although we do not expect our estimates

to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative

to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low

in any particular period.

To date, there have not been any material adjustments to our prior estimates of accrued research and

development expenses.

Stock-based compensation

Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations.

If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected.

There have been no significant changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended March 31, 2019, which was filed with the Securities and Exchange Commission on June 28, 2019.

We measure stock-based awards granted to

employees and directors based on their fair value on the date of the grant and recognize compensation expense for those awards

over the requisite service period, which is generally the vesting period of the respective award.

We have to date only issued stock-based

awards with service-based vesting conditions and record the expense for these awards using the straight-line method.

The fair value

of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs

based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free

interest rate for a period that approximates the expected term of the option, and our expected dividend yield.

to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for more information.

are accounted for as they occur.

The fair value of each stock-based award is estimated on the date of grant based on the fair value

of our common stock on that same date.

Prior to the adoption of ASC 2018-07 on

April 1, 2019, for stock-based awards granted to consultants and non-employees, we recognize compensation expense over the

period during which services are rendered by such non-employees and consultants until completed.

At the end of each financial reporting

period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of our

common stock and updated assumption inputs in the Black-Scholes option pricing model.

After the adoption of ASC 2018-07, for stock-based

awards granted to consultants and non-employees, we measure stock-based these awards based on their fair value on the date of the

grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period

of the respective award.

We have to date only issued stock-based awards with service-based vesting conditions and record the expense

for these awards using the straight-line method.

The fair value of each stock option grant is estimated on the date of grant using

the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock

price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term

of the option, and our expected dividend yield.

We classify stock-based compensation expense

in our consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified

or in which the award recipient’s service payments are classified.

Off-balance sheet arrangements

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

We did not have any off-balance sheet arrangements

during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and

regulations of the SEC.

Recently issued accounting pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended March 31, 2019 , which was filed with the Securities and Exchange Commission on June 28, 2019.

A description of recently issued accounting

pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our

consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Emerging growth company status

As an “emerging growth company,”

the Jumpstart Our Business Startups Act of 2012 permits us to take advantage of an extended transition period to comply with new

or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

We have irrevocably elected to “opt out”

of this provision and, as a result, we will comply with new or revised accounting

standards when they are required to be adopted by public companies that are not emerging growth companies.

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