Replimune Group, Inc. 10-Q

Item 1. Financial Statements. REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) (Unaudited) September 30, March 31, 2020 2020 Assets Current assets: Cash and cash equivalents $ 43,326 $ 59,500 Short-term investments 201,320 109,055 Research and development incentives receivable 3,081 2,962 Prepaid expenses and other current assets 4,687 2,734 Total current assets 252,414 174,251 Property, plant and equipment, net 7,166 6,860 Research and development incentives receivable - long term 1,462 - Restricted cash 1,636 1,636 Right-to-use asset - operating leases 5,830 4,425 Right-to-use asset - financing leases 45,736 46,925 Total assets $ 314,244 $ 234,097 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 2,374 $ 3,434 Accrued expenses and other current liabilities 7,245 5,156 Operating lease liabilities, current 896 873 Financing lease liabilities, current 2,450 2,411 Total current liabilities 12,965 11,874 Long term debt, net of debt discount 9,827 9,801 Operating lease liabilities, non-current 5,177 3,737 Financing lease liabilities, non-current 24,885 24,967 Total liabilities 52,854 50,379 Commitments and contingencies (Note 12) Stockholders' equity Common stock, $0.001 par value; 150,000,000 shares authorized as of September 30, 2020 and March 31, 2020; 40,312,272 and 36,668,743 shares issued and outstanding as of September 30, 2020 and March 31, 2020, respectively 40 37 Additional paid-in capital 411,847 296,961 Accumulated deficit (149,886 ) (112,298 ) Accumulated other comprehensive loss (611 ) (982 ) Total stockholders' equity 261,390 183,718 Total liabilities and stockholders' equity $ 314,244 $ 234,097 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, 2020 2019 2020 2019 Operating expenses: Research and development $ 14,050 $ 8,168 $ 26,207 $ 15,625 General and administrative 5,613 4,074 11,289 7,524 Total operating expenses 19,663 12,242 37,496 23,149 Loss from operations (19,663 ) (12,242 ) (37,496 ) (23,149 ) Other income: Research and development incentives 755 620 1,441 1,241 Investment income 178 567 705 1,254 Interest expense on finance lease liability (562 ) (195 ) (1,123 ) (195 ) Interest expense on debt obligations (286 ) - (570 ) - Other income (517 ) 111 (545 ) 202 Total other income, net (432 ) 1,103 (92 ) 2,502 Net loss attributable to common stockholders $ (20,095 ) $ (11,139 ) $ (37,588 ) $ (20,647 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.46 ) $ (0.35 ) $ (0.90 ) $ (0.65 ) Weighted average common shares outstanding, basic and diluted 44,015,786 31,675,323 41,950,401 31,668,414 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, 2020 2019 2020 2019 Net loss $ (20,095 ) $ (11,139 ) $ (37,588 ) $ (20,647 ) Other comprehensive loss: Foreign currency translation loss 626 (218 ) 614 (400 ) Net unrealized gain (loss) on short-term investments, net of tax (47 ) (40 ) (244 ) 25 Comprehensive loss $ (19,516 ) $ (11,397 ) $ (37,218 ) $ (21,022 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) (Unaudited) Accumulated Additional other Total Common stock paid-in Accumulated comprehensive stockholders’ Shares Amount capital deficit loss equity Balances as of March 31, 2020 36,668,743 $ 37 $ 296,961 $ (112,298 ) $ (982 ) $ 183,718 Issuance of prefunded warrants to purchase common stock, net of $2,100 issuance costs - - 32,900 - - 32,900 Issuance of common stock, net of issuance costs and underwriter fees of $5,117 3,478,261 3 74,879 74,882 Foreign currency translation adjustment - - - - (12 ) (12 ) Unrealized loss on short-term investments - - - - (196 ) (196 ) Exercise of stock options 133,416 1,547 - - 1,547 Stock-based compensation expense - - 2,468 - - 2,468 Net loss - - - (17,493 ) - (17,493 ) Balances as of June 30, 2020 40,280,420 40 408,755 (129,791 ) (1,190 ) 277,814 Foreign currency translation adjustment - - - - 626 626 Unrealized loss on short-term investments - - - - (47 ) (47 ) Exercise of stock options 31,852 - 291 - - 291 Stock-based compensation expense - - 2,801 - - 2,801 Net loss - - - (20,095 ) - (20,095 ) Balances as of September 30, 2020 40,312,272 $ 40 $ 411,847 $ (149,886 ) $ (611 ) $ 261,390 Balances as of March 31, 2019 31,656,950 $ 32 $ 198,645 $ (59,766 ) $ (1,055 ) $ 137,856 Foreign currency translation adjustment - - - - (182 ) (182 ) Unrealized gain on short-term investments - - - - 65 65 Exercise of stock options 6,751 - 18 - - 18 Stock-based compensation expense - - 1,810 - - 1,810 Impact of adoption of ASC 842 - - - 93 - 93 Net loss - - - (9,508 ) - (9,508 ) Balances as of June 30, 2019 31,663,701 32 200,473 (69,181 ) (1,172 ) 130,152 Foreign currency translation adjustment - - - - (218 ) (218 ) Unrealized loss on short-term investments - - - - (40 ) (40 ) Exercise of stock options 55,645 - 105 - - 105 Stock-based compensation expense - - 1,781 - - 1,781 Net loss - - - (11,139 ) - (11,139 ) Balances as of September 30, 2019 31,719,346 $ 32 $ 202,359 $ (80,320 ) $ (1,430 ) $ 120,641 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Six Months Ended September 30, 2020 2019 Cash flows from operating activities: Net loss $ (37,588 ) $ (20,647 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 5,269 3,591 Depreciation and amortization 816 84 Noncash interest expense 126 14 Net amortization of premiums and discounts on short-term investments 409 (730 ) Changes in operating assets and liabilities: Research and development incentives receivable (1,438 ) (1,241 ) Prepaid expenses and other current assets (1,932 ) (2,128 ) Operating lease, right-of-use-asset 238 250 Finance lease, right-of-use-asset 1,188 60 Long term prepaid rent - (12,433 ) Accounts payable (1,198 ) (900 ) Accrued expenses and other current liabilities 2,023 669 Operating lease liabilities (182 ) (144 ) Net cash used in operating activities (32,269 ) (33,555 ) Cash flows from investing activities: Purchases of property, plant and equipment (1,007 ) (1,146 ) Purchase of short-term investments (196,535 ) (30,628 ) Proceeds from sales and maturities of short-term investments 103,618 83,909 Net cash provided by (used in) investing activities (93,924 ) 52,135 Cash flows from financing activities: Proceeds from long-term debt, net of debt issuance costs (100 ) 9,645 Proceeds from issuance of common stock in follow-on public offering, net of issuance costs 74,883 - Proceeds from issuance of prefunded warrants to purchase common stock, net of issuance costs 32,900 - Principal payment of finance lease obligation (42 ) - Exercise of stock options 1,838 123 Net cash provided by financing activities 109,479 9,768 Effect of exchange rate changes on cash, cash equivalents and restricted cash 540 (304 ) Net increase in cash, cash equivalents and restricted cash (16,174 ) 28,044 Cash, cash equivalents and restricted cash at beginning of period 61,136 26,890 Cash, cash equivalents and restricted cash at end of period $ 44,962 $ 54,934 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 445 $ - Supplemental disclosure of non-cash investing and financing activities: Net unrealized gain (loss) on short-term investments $ (244 ) $ 25 Issuance costs included in accounts payable $ - $ - Purchases of property and equipment included in accounts payable $ 79 $ 1,825 Lease assets obtained in exchange for new financing lease liabilities $ 7,165 Lease assets obtained in exchange for new operating lease liabilities $ 1,580 $ 5,152 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 REPLIMUNE GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) (Unaudited) 1. 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 Group, Inc., whose predecessor was founded in 2015, is the parent company of its wholly owned, direct and indirect subsidiaries: Replimune Limited (“Replimune UK”); Replimune, Inc. (“Replimune US”); Replimune Securities Corporation; and Replimune (Ireland) Limited. 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 $20,095 and $11,139 for the three months ended September 30, 2020 and 2019, respectively and net losses of $37,588 and $20,647 for the six months ended September 30, 2020 and 2019, respectively. In addition, as of September 30, 2020, the Company had an accumulated deficit of $149,886. 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. 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. government 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 those in its laboratory, those performing manufacturing functions and certain other employees as deemed appropriate from time to time. For those 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. 7 2. 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 direct and indirect wholly owned subsidiaries, Replimune UK, Replimune US, Replimune Securities Corporation and Replimune (Ireland) Limited after elimination of all intercompany accounts and transactions. 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 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 known. Actual results could differ from those estimates or assumptions. Unaudited interim financial information The accompanying consolidated balance sheet as of September 30, 2020, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and six months ended September 30, 2020 and 2019 and the consolidated statements of cash flows for the six months ended September 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 September 30, 2020 and the results of its operations for the three and six months ended September 30, 2020 and 2019 and its cash flows for the six months ended September 30, 2020 and 2019. The financial data and other information disclosed in these consolidated notes related to the three and six months ended September 30, 2020 and 2019 are unaudited. The results for the three and six months ended September 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 and six months ended September 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 which was filed with the Securities and Exchange Commission on June 3, 2020, except as described below. 8 Recently adopted 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. 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 November 2018, the FASB issued ASU No. 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 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, 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. 3. Fair value of financial assets and liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: 9 Fair Value Measurements as of September 30, 2020 Using: Level 1 Level 2 Level 3 Total Assets Money market funds $ - $ 13,437 $ - $ 13,437 US Treasury bonds - 111,841 - 111,841 US Government Agency bonds - 89,479 - 89,479 $ - $ 214,757 $ - $ 214,757 Fair Value Measurements as of March 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets Money market funds $ - $ 36,712 $ - $ 36,712 Commercial paper - 21,884 - 21,884 US Treasury bonds - 35,810 - 35,810 US Government Agency bonds - 15,295 - 15,295 Corporate debt securities - 36,066 - 36,066 $ - $ 145,767 $ - $ 145,767 The underlying securities held in the money market funds held by the Company are all government backed securities. During the three and six months ended September 30, 2020 and 2019, there were no transfers between levels. Valuation of cash equivalents and short-term investments Money market funds, commercial paper, U.S. 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. Cash equivalents consisted of money market funds at September 30, 2020 and March 31, 2020. 4. Short-term investments Short-term investments by investment type consisted of the following: September 30, 2020 Amortized cost Gross unrealized gains Gross unrealized losses Fair value US Government agency bonds $ 89,462 $ 19 $ (2 ) $ 89,479 US Treasury bonds 111,778 63 - 111,841 $ 201,240 $ 82 $ (2 ) $ 201,320 March 31, 2020 Amortized cost Gross unrealized gains Gross unrealized losses Fair value Commercial paper $ 21,818 $ 66 $ - $ 21,884 US Government agency bonds 15,217 78 - 15,295 US Treasury bonds 35,590 220 - 35,810 Corporate debt securities 36,107 24 (65 ) 36,066 $ 108,732 $ 388 $ (65 ) $ 109,055 10 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: September 30, March 31, 2020 2020 Construction in progress $ 1,184 $ 1,217 Plant and laboratory equipment 4,616 3,669 Leasehold improvements 736 532 Computer equipment 1,661 1,658 Office equipment 721 721 8,918 7,797 Less: Accumulated depreciation and amortization (1,752 ) (937 ) $ 7,166 $ 6,860 Depreciation and amortization expense was $425 and $816 for the three and six months ended September 30, 2020, respectively, and $42 and $84 for the three and six months ended September 30, 2019, respectively. Depreciation and amortization expense are recorded within research and development and general and administrative expenses in the consolidated statement of operations. 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: September 30, March 31, 2020 2020 Accrued research and development costs $ 3,983 $ 2,009 Accrued compensation and benefits costs 1,845 2,065 Accrued professional fees 443 779 Other 974 303 $ 7,245 $ 5,156 7. Long-term debt Long-term debt consisted of the following: September 30, March 31, 2020 2020 Principal amount of long-term debt $ 10,000 $ 10,000 Unamortized debt discount (173 ) (199 ) Long-term debt, net of discount $ 9,827 $ 9,801 Hercules Loan Agreement On August 8, 2019, (the “Closing Date”) the Company and certain of its affiliates entered into a Loan and Security Agreement (as amended, 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. On June 1, 2020, the Company entered into the First Amendment to the Hercules Loan Agreement (the “Hercules First Amendment”), to, among other things, increase the aggregate principal amount of the secured term loan facility from $30,000 to $40,000 , by adding a fourth advance of up to $10,000. Pursuant to the Hercules First Amendment, the Company may borrow the second advance of $10,000 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 $100 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, 2021. The Company incurred $100 in additional closing and legal fees in connection with Hercules First Amendment which were capitalized and will be amortized as part of the effective yield. Additionally, the Hercules First Amendment extended the interest only payment period from March 1, 2022 to September 1, 2022 (the “Amortization Date”). 11 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 facilities. 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. 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 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 effects. 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 September 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 $286 and $570 during the three and six months ended September 30, 2020, respectively, which included non-cash interest expense of $63 and $126 for the three and six months ended September 30, 2020, respectively, $29 and $56 related to the accretion of the debt discount and $34 and $70 related to the accretion of the final payment for the three and six months ended September 30, 2020, respectively. The Company’s annual effective interest rate under the Hercules Loan Agreement (after giving effect to the Hercules First Amendment) was approximately 10.5% as of September 30, 2020. There were no principal payments due or paid under the Hercules Loan Agreement during the three and six months ended September 30, 2020. 12 Future payments of long-term debt as of September 30, 2020 are as follows (fiscal years): Future long-term debt payments: 2021 (remaining six months) $ - 2022 - 2023 5,722 2024 4,278 Total debt payments $ 10,000 The table of future payments of long-term debt excludes the end of term charge of $495 as of September 30, 2020, which is due upon the maturity of the loan. 8. Stockholders’ Equity Common stock As of September 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 September 30, 2020 and March 31, 2020, the Company had reserved 13,638,824 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 stock As of September 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 September 30, 2020. Convertible preferred stock and preferred stock warrants Prior to the IPO, the Company 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 September 30, 2020 and March 31, 2020. 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. In connection with the closing of the IPO , the series seed preferred stock warrants became exercisable for 497,344 shares of common stock and the exercise price was adjusted to $1.01 per share. Upon the closing of the IPO, the series seed preferred stock warrants and were reclassified to stockholders’ equity. The warrants to purchase 497,344 shares of common stock remain outstanding as of September 30, 2020. 13 ATM program In August 2019, the Company entered into a Sales Agreement (as amended, the “2019 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, through the Agent, as the Company’s sales agent. In June 2020, the 2019 Sales Agreement was amended to reduce the aggregate offering amount under the 2019 Sales Agreement from $75,000 of shares to $30,000 of shares. On August 11, 2020, the 2019 Sales Agreement was terminated by the execution by the Company and the Agent of a new sales agreement (the “2020 Sales Agreement”). Under the 2020 Sales Agreement the Company may sell, from time to time, at its option, up to an aggregate 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. On October 21, 2020, the 2020 Sales Agreement was amended to reduce the aggregate offering amount under the 2020 Sales Agreement from $75,000 of Shares to $62,500 of Shares (Note 14). Any Shares to be offered and sold under the 2020 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 11, 2020 for an offering of up to $350,000 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 2020 Sales Agreement, the Agent will use 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 cannot provide any assurances that it will issue any Shares pursuant to the 2020 Sales Agreement. The Company will pay the Agent a commission of up to 3.0% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide the Agent with customary indemnification rights. During the year ended March 31, 2020, the Company issued and sold 287,559 shares of common stock under the 2019 Sales Agreement, for gross proceeds of $4,568 less offering fees of $137 for net proceeds of $4,431 under the ATM. The Company has not issued and sold any shares under the 2020 Sales Agreement as of September 30, 2020. Equity offerings 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 Warrant. 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 to any other percentage by providing at least 61 days’ prior notice to the Company. As of September 30, 2020, none of the November 2019 Pre-Funded Warrants had been exercised. 14 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 days’ prior notice to the Company. As of September 30, 2020, none of the June 2020 Pre-Funded Warrants had been exercised. Other than as set forth in Note 10 to these consolidated financial statements, including in the calculation of basic and diluted net loss per share attributable to common stockholders, 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. 9. 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 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 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 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 September 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. 15 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 September 30, 2020, 1,722,528 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. 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 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 Plan 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. 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 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 and 2019, the number of shares reserved for issuance under the ESPP automatically increased by 366,687 and 316,569 shares respectively, for a total of 1,031,868 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. The Company’s ESPP is not currently active. Stock option valuation 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 Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to 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. 16 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 September 30, Six Months Ended September 30, 2020 2019 2020 2019 Risk-free interest rate 0.33 % 1.68 % 1.08 % 2.30 % Expected term (in years) 6.1 6.1 6.4 6.0 Expected volatility 75.3 % 70.2 % 74.6 % 71.4 % Expected dividend yield 0 % 0 % 0 % 0 % Stock options The following table summarizes the Company’s stock option activity: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Years) Value Outstanding as of March 31, 2020 4,964,381 $ 9.78 8.02 $ 15,344 Granted 2,081,504 12.52 9.57 Exercised (165,268 ) 11.19 Cancelled (215,271 ) 12.38 Outstanding as of September 30, 2020 6,665,346 10.52 8.14 $ 83,329 Options exercisable as of March 31, 2020 2,117,721 $ 5.66 7.20 $ 11,733 Options exercisable as of September 30, 2020 3,894,669 $ 12.82 7.02 $ 43,583 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 six months ended September 30, 2020 and 2019 was $8.28 and $9.82, respectively. The total fair value of options vested during the three months and six months ended September 30, 2020 was $1,628 and $6,261, respectively. The total fair value of options vested during the three months and six months ended September 30, 2019 was $3,206 and $3,417, respectively. 17 Stock-based compensation expense Stock-based compensation expense was classified in the consolidated statements of operations as follows: Three Months Ended Six Months Ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 1,298 $ 815 $ 2,297 $ 1,656 General and administrative 1,503 966 2,972 1,935 $ 2,801 $ 1,781 $ 5,269 $ 3,591 As of September 30, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $29,049, which is expected to be recognized over a weighted average period of 2.96 years. 10. Net loss per share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Numerator: Net loss attributable to common stockholders $ (20,095 ) $ (11,139 ) $ (37,588 ) $ (20,647 ) Denominator: Weighted average common shares outstanding, basic and diluted 44,015,786 31,675,323 41,950,401 31,668,414 Net loss per share attributable to common stockholders, basic and diluted $ (0.46 ) $ (0.35 ) $ (0.90 ) $ (0.65 ) 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 effect: Three and Six Months Ended September 30, 2020 2019 Options to purchase common stock 6,665,346 4,739,336 Warrants to purchase convertible preferred stock (as converted to common stock) 497,344 497,344 7,162,690 5,236,680 11. 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, 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 failed melanoma. 18 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 September 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. 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. 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 six months ended September 30, 2020 or 2019, the Company did not make any payments under the terms of the agreement to Regeneron. During the three and six months ended September 30, 2020, the Company received payments under the terms of the agreement to Regeneron of $1,433 and $2,404, respectively. During the three and six months ended September 30, 2019, the Company received payments under the terms of the agreement to Regeneron of $337 and $912, respectively. As of September 30, 2020 and March 31, 2020, the Company recorded $1,453 and $971 of receivables from Regeneron in connection with this agreement in prepaid expenses and other current assets in the consolidated balance sheet, respectively. 19 12. Commitments and contingencies Leases 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 52,500 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-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. Certain 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. 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. 20 Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Lease cost Finance lease costs: Amortization of right-to-use asset $ 607 $ - $ 1,214 $ - Interest on lease liabilities 562 - 1,123 - Operating lease costs 237 378 467 492 Total lease cost $ 1,406 $ 378 $ 2,804 $ 492 Finance lease costs of $89 and $60 are recognized in general and administrative expenses for the three months ended September 30, 2020 and 2019, respectively, and $179 and $149 for the six months ended September 30, 2020 and 2019, respectively. Finance lease costs of $518 and $0 are recognized in research and development expenses for the three months ended September 30, 2020 and 2019, respectively, and $1,035 and $0 for the six months ended September 30, 2020 and 2019, respectively. Operating leases costs are recognized in general and administrative expenses for the three and six months ended September 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 September 30, 2020: Maturity lease liabilities September 30, 2020 Operating leases Financing lease Total 2021 (remaining six months) $ 425 $ 1,222 $ 1,647 2022 945 2,487 3,432 2023 955 2,562 3,517 2024 964 2,639 3,603 2025 973 2,718 3,691 Thereafter 4,924 43,704 48,628 Total lease payments 9,186 55,332 64,518 Less: interest 3,113 27,997 31,110 Total lease liabilities $ 6,073 $ 27,335 $ 33,408 21 The following table provides lease disclosure as of September 30, 2020 and March 31, 2020: September 30, 2020 March 31, 2020 Leases Right-to-use operating lease asset $ 5,830 $ 4,425 Right-to-use finance lease asset 45,736 46,925 Total lease assets $ 51,566 $ 51,350 Operating lease liabilities, current $ 896 $ 873 Finance lease liabilities, current 2,450 2,411 Operating lease liabilities, non-current 5,177 3,737 Finance lease liabilities, non-current 24,885 24,967 Total lease liabilities $ 33,408 $ 31,988 The following table provides lease disclosure for the six months ended September 30, 2020 and 2019: Six Months Ended September 30, 2020 2019 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 391 $ 327 Operating cash flows from finance leases $ 1,122 $ - Financing cash flows from finance leases $ 42 $ - Right-to-use asset obtained in exchange for new operating lease liabilities $ 1,580 $ 5,152 Weighted-average remaining lease term - operating leases 9.3 years 8.7 years Weighted-average remaining lease term - financing leases 18.8 years 19.8 years Weighted-average discount rate - operating leases 9.6 % 8 % Weighted-average discount rate - financing leases 8.3 % 7 % The variable lease costs and short-term lease costs were insignificant for three and six months ended September 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 September 30, 2020 and March 31, 2020, the Company had committed to minimum payments under these arrangements totaling $2,137 and $3,569, respectively, through March 31, 2021. 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 September 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. 22 13. Geographic information The Company operates in two geographic regions: the United States (Massachusetts) and the United Kingdom (Oxfordshire). Information about the Company’s long-lived assets held in different geographic regions is presented in the tables below: September 30, 2020 March 31, 2020 United States $ 6,610 $ 6,357 United Kingdom 556 503 $ 7,166 $ 6,860 14. Subsequent events On October 26, 2020, pursuant to an underwriting agreement with J.P. Morgan Securities LLC and SVB Leerink LLC, as representatives of the several underwriters named therein, the Company issued and sold to the underwriters (a) 5,625,000 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 937,500 shares of the Company’s common stock, and (b) pre-funded warrants to purchase 1,562,500 shares of the Company’s common stock. The shares of the Company’s common stock were sold to the underwriters at the public offering price of $40.00 per share and the pre-funded warrants were sold at a public offering price of $39.99 per warrant share, 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 pre-funded warrant. The Company received aggregate net proceeds of approximately $270 million after deducting underwriting discounts, commissions and other offering expenses payable by the Company. 23