What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 122 added, 89 removed, 516 unchanged (29% of the section changed)

3 unchanged sentences

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

June 30, 2024 March 31, 2024

September 30, 2024 March 31, 2024

Current assets:

25 unchanged sentences

Common stock, $ 0.001 par value;

150,000,000 shares authorized as of June 30, 2024 and March 31, 2024;

68,309,968 and 61,415,105 shares issued and outstanding as of June 30, 2024 and March 31, 2024, respectively

150,000,000 shares authorized as of September 30, 2024 and March 31, 2024;

68,394,588 and 61,415,105 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively

Additional paid-in capital 1,185,866 1,070,874

7 unchanged sentences

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

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2023 2024 2023

Operating expenses:

8 unchanged sentences

Interest expense on debt obligations ( 1,438 ) ( 955 ) ( 2,864 ) ( 2,070 )

Other income 406 1,374

Other income (expense) 2,028 ( 1,409 ) 2,433 ( 35 )

Total other income (expense), net 5,861 3,586 9,456 9,880

8 unchanged sentences

(Amounts in thousands)

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2023 2024 2023

Net loss $ ( 53,055 ) $ ( 60,044 ) $ ( 106,827 ) $ ( 109,599 )

1 unchanged sentence

Foreign currency translation (loss) gain ( 1,905 ) 1,308 ( 2,337 ) 3

Net unrealized (loss) gain on short-term investments, net of tax of $ 0

Net unrealized gain (loss) on short-term investments, net of tax of $ 0

1,215 214 1,116 ( 244 )

21 unchanged sentences

Balances as of June 30, 2024 68,309,968 68 1,177,113 ( 755,054 ) 4,324 426,451

Foreign currency translation adjustment — — — — ( 1,905 ) ( 1,905 )

Unrealized gain on short-term investments — — — — 1,215 1,215

Exercise of stock options 34,284 — 103 — — 103

Vesting of RSUs 50,336 — — — — —

Stock-based compensation expense — — 8,650 — — 8,650

Net loss — — — ( 53,055 ) — ( 53,055 )

Balances as of September 30, 2024 68,394,588 68 1,185,866 ( 808,109 ) 3,634 381,459

Balances as of March 31, 2023 56,676,313 $ 57 $ 1,034,994 $ ( 485,488 ) $ 5,729 $ 555,292

7 unchanged sentences

Balances as of June 30, 2023 58,976,325 57 1,045,049 ( 535,043 ) 3,966 514,029

Foreign currency translation adjustment — — — — 1,308 1,308

Unrealized gain on short-term investments — — — — 214 214

Exercise of stock options 67,210 1 549 — — 550

Vesting of RSUs 15,808 1 — — — 1

Stock-based compensation expense — — 9,114 — — 9,114

Net loss — — — ( 60,044 ) — ( 60,044 )

Balances as of September 30, 2023 59,059,343 59 1,054,712 ( 595,087 ) 5,488 465,172

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended June 30,

Six Months Ended September 30,

Cash flows from operating activities:

14 unchanged sentences

Operating lease liabilities ( 350 ) ( 290 )

Other non-current liabilities — 107

Net cash used in operating activities ( 87,806 ) ( 92,178 )

17 unchanged sentences

Cash paid during the period for interest 2,864 1,343

Cash paid for income taxes, net $ — $ 300

Supplemental disclosure of non-cash investing and financing activities:

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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.

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

The Company's proprietary oncolytic immunotherapy product candidates, the RPx product candidates, are based on a novel, engineered strain of herpes simplex virus 1, or HSV-1, backbone with added payloads intended to maximize immunogenic cell death and the induction of a systemic anti-tumor immune response.

The Company currently has three RPx product candidates, RP1, RP2 and RP3.

RP1 is currently under development in multiple clinical trials, the most advanced being the anti-PD1 failed melanoma cohort of the IGNYTE clinical trial, that, as reported in June 2024, had positive topline primary data analysis by independent central review.

RP2 is currently in clinical development with planning underway for a potentially registration enabling clinical trial in uveal melanoma.

RP1 is currently under development in multiple clinical trials, the most advanced being the anti-PD1 failed melanoma cohort of the IGNYTE clinical trial.

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 $ 53.8 million and $ 49.6 million for the three months ended June 30, 2024 and 2023, respectively.

In addition, as of June 30, 2024, the Company had an accumulated deficit of $ 755.1 million.

The Company has incurred recurring losses since its inception, including net losses of $ 53.1 million and $ 60.0 million for the three months ended September 30, 2024 and 2023, and net losses of $ 106.8 million and $ 109.6 million for the six months ended September 30, 2024 and 2023, respectively.

In addition, as of September 30, 2024, the Company had an accumulated deficit of $ 808.1 million.

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

9 unchanged sentences

Unaudited interim financial information

The accompanying consolidated balance sheet as of June 30, 2024, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three months ended June 30, 2024 and 2023 and the consolidated statements of cash flows for the three months ended June 30, 2024 and 2023 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, 2024 and the results of its operations for the three months ended June 30, 2024 and 2023 and its cash flows for the three months ended June 30, 2024 and 2023.

The financial data and other information disclosed in these consolidated notes related to the three months ended June 30, 2024 and 2023 are unaudited.

The results for the three months ended June 30, 2024 are not necessarily indicative of results to be expected for the year ending March 31, 2025, any other interim periods or any future year or period.

The accompanying consolidated balance sheet as of September 30, 2024, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and six months ended September 30, 2024 and 2023 and the consolidated statements of cash flows for the six months ended September 30, 2024 and 2023 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, 2024 and the results of its operations for the three and six months ended September 30, 2024 and 2023 and its cash flows for the six months ended September 30, 2024 and 2023.

The financial data and other information disclosed in these consolidated notes related to the three and six months ended September 30, 2024 and 2023 are unaudited.

The results for the three and six months ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending March 31, 2025, 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, 2024, which was filed with the Securities and Exchange Commission on May 16, 2024 (the "Annual Report").

During the three months ended June 30, 2024, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

During the three and six months ended September 30, 2024, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

Recently Issued Accounting Pronouncements

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The Company is currently evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued an ASU to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

Fair value of financial assets and liabilities

1 unchanged sentence

Fair Value Measurements as of

June 30, 2024 Using:

September 30, 2024 Using:

Level 1 Level 2 Level 3 Total

15 unchanged sentences

The underlying securities in the money market funds held by the Company are all government backed securities.

During the three months ended June 30, 2024 and 2023, there were no transfers between levels.

During the three and six months ended September 30, 2024 and 2023, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

2 unchanged sentences

Treasury bonds 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 June 30, 2024 and money market funds at March 31, 2024.

Cash equivalents consisted of money market funds at September 30, 2024 and money market funds at March 31, 2024.

Short-term investments

As of June 30, 2024 and March 31, 2024, the Company's available-for-sale investments by type consisted of the following:

June 30, 2024

As of September 30, 2024 and March 31, 2024, the Company's available-for-sale investments by type consisted of the following:

September 30, 2024

cost Gross unrealized

9 unchanged sentences

Total $ 346,322 $ 44 $ ( 155 ) $ — $ 346,211

As of June 30, 2024 and March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

As of September 30, 2024 and March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following:

June 30, 2024 March 31, 2024

September 30, 2024 March 31, 2024

Office equipment $ 1,487 $ 1,464

7 unchanged sentences

Property, plant and equipment, net $ 12,591 $ 10,483

Depreciation expense was $ 0.7 million and $ 0.6 million for the three months ended June 30, 2024 and 2023, respectively.

Depreciation expense is recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations.

Depreciation and amortization expense was $ 0.9 million and $ 1.7 million for the three and six months ended September 30, 2024 and $ 0.7 million and $ 1.3 million for the three and six months ended September 30, 2023, respectively.

Amortization on capitalized software for the three and six months ended September 30, 2024 was $ 0.1 million and $ 0.1 million, respectively.

The Company did not incur any amortization on capitalized software in the prior year.

Depreciation and amortization expense is recorded within research and development and selling, 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:

June 30, 2024 March 31, 2024

September 30, 2024 March 31, 2024

Accrued research and development costs $ 16,410 $ 16,376

13 unchanged sentences

A second amendment was made to the Loan Agreement (the "Second Amendment") on December 22, 2023 pursuant to which the Company agreed to draw a term loan advance in an aggregate principal amount not less than $ 15.0 million, provided that the aggregate amount of the term loan advances made under tranche 2 do not exceed $ 15.0 million on or prior to December 31, 2023.

The Second Amendment re-allocated the total future consideration of the Loan Agreement to the future

tranches extending through September 2026, subject to the terms and conditions of the Loan Agreement.

The Second Amendment re-allocated the total future consideration of the Loan Agreement to the future tranches extending through September 2026, subject to the terms and conditions of the Loan Agreement.

The Second Amendment did not change the total aggregate maximum principal amount to be drawn under the Loan Agreement, which remains as up to $ 200.0 million.

13 unchanged sentences

The Loan Agreement also provides for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 4.95 % of the aggregate principal amount of Term Loans advanced to the Company and repaid on such date, which is being accrued on the Company's consolidated balance sheet.

The amount accrued for the final payment is $ 0.6 million as of June 30, 2024 and $ 0.5 million as of March 31, 2024.

The amount accrued for the final payment is $ 0.8 million as of September 30, 2024 and $ 0.5 million as of March 31, 2024.

Unamortized debt issuance costs are recorded as a reduction of the carrying amount on the term loan and amortized as interest expense using the effective-interest method.

In addition, unamortized deferred financing costs of $ 1.1 million and $ 1.2 million were recorded in other assets as of June 30, 2024 and March 31, 2024, respectively, related to the Company's right to borrow additional amounts from Hercules in the future and amortized to interest expense over the relevant draw period on a straight-line basis.

Interest expense for the three months ended June 30, 2024 was $ 1.4 million.

The summary of obligations under the term loan as of June 30, 2024 and March 31, 2024 consisted of the following (in thousands):

June 30, 2024 March 31, 2024

In addition, unamortized deferred financing costs of $ 1.1 million and $ 1.2 million were recorded in other assets as of September 30, 2024 and March 31, 2024, respectively, related to the Company's right to borrow additional amounts from Hercules in the future and amortized to interest expense over the relevant draw period on a straight-line basis.

Interest expense for the three and six months ended September 30, 2024 was $ 1.4 million and $ 2.9 million, respectively, and $ 1.0 million and $ 2.1 million, respectively, for the three and six months ended September 30, 2023.

The summary of obligations under the term loan as of September 30, 2024 and March 31, 2024 consisted of the following (in thousands):

September 30, 2024 March 31, 2024

Principal loan balance $ 46,099 $ 45,749

3 unchanged sentences

Long term debt, net $ 45,572 $ 44,809

The annual principal payments due under the Loan Agreement as of June 30, 2024 and March 31, 2024 were as follows:

June 30, 2024 March 31, 2024

The annual principal payments due under the Loan Agreement as of fiscal September 30, 2024 and March 31, 2024 were as follows:

September 30, 2024 March 31, 2024

2027 20,145 20,145

Thereafter 27,769 27,769

2028 27,769 27,769

Total $ 47,914 $ 47,914

1 unchanged sentence

8 Stockholders’ equity

As of June 30, 2024 and March 31, 2024, 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, 2024 and March 31, 2024, 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.

The Company had reserved for common stock for the exercise of outstanding stock options and the vesting of restricted stock units, 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 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows:

June 30, 2024 March 31, 2024

September 30, 2024 March 31, 2024

Stock options, issued and outstanding 10,232,085 8,652,256

6 unchanged sentences

Undesignated preferred stock

As of June 30, 2024, 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, 2024.

As of September 30, 2024, 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, 2024.

On August 3, 2023, the Company and Leerink Partners LLC (the "Current Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024 (as so amended, the "2023 Sales Agreement").

Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 100.0 million of share of the Company's common stock, $ 0.001 par value shares (the "Shares"), through the Current Agent, as the Company's sales agent.

Any Shares to be offered and sold under the 2023 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 if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on August 3, 2023, as amended for an offering 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 2023 Sales Agreement, the Current 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).

an offering 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.

The Company will pay the Current Agent a commission of up to 3.0 % of the gross proceeds from the sale of the Shares.

The Company has also agreed to provide the Current Agent with customary indemnification rights.

During the three months ended June 30, 2024, the Company did not issue or sell any shares under the 2023 Sales Agreement.

During the three and six months ended September 30, 2024, the Company did not issue or sell any shares under the 2023 Sales Agreement.

The Company cannot provide any assurances that it will issue any additional Shares pursuant to the 2023 Sales Agreement.

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The 10,211,969 shares of the Company's common stock underlying the pre-funded warrants issued by the Company are not included in the number of issued and outstanding shares of the Company’s common stock outstanding as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as described below in Note 11.

During the three months ended June 30, 2024, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

During the six months ended September 30, 2024, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

10 Stock-based compensation

2 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

2024 2023 2024 2023

Research and development $ 4,078 $ 4,447 $ 8,304 $ 7,745

1 unchanged sentence

$ 8,650 $ 9,114 $ 18,125 $ 17,961

The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2024 and 2023:

The following table summarizes stock-based compensation expense by award type for the three and six months ended September 30, 2024 and 2023:

Three Months Ended

September 30, Six Months Ended September 30,

2024 2023 2024 2023

Stock options $ 4,894 $ 5,688 $ 10,627 $ 11,302

1 unchanged sentence

3,756 3,426 7,498 6,659

$ 8,650 $ 9,114 $ 18,125 $ 17,961

2015 Enterprise Mana gement Incentive Share Option Plan

9 unchanged sentences

Restricted stock awards and non-statutory stock options were granted under the 2017 Plan 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 no ne remained available for future grants as of June 30, 2024.

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which no ne remained available for future grants as of September 30, 2024.

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 referenced below.

7 unchanged sentences

On April 1, 2024, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,667,868 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2024.

As of June 30, 2024, 1,988,217 shares remained available for future grants under the 2018 Plan.

As of September 30, 2024, 1,841,705 shares remained available for future grants under the 2018 Plan.

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

9 unchanged sentences

The timing of recognition of this stock-based compensation expense is subject to our judgment as to when the performance conditions are considered probable of being achieved.

The Company granted 246,110 PSUs under the 2018 Plan during the three months ended June, 2024.

The Company granted 246,110 PSUs under the 2018 Plan during the six months ended September 30, 2024.

If the Company does not achieve the approval of the Company's first BLA for RP1 before the expiration of June 30, 2026 then no PSU will be earned or vested.

7 unchanged sentences

Out-of-Plan Inducement Grants

From time to time, the Company grants equity awards to newly hired executives as a material inducement to enter into employment with the Company.

From time to time, the Company grants equity awards to newly hired employees and executives as a material inducement to enter into employment with the Company.

The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and was issued outside of the 2018 Plan and each of the other stock incentive plans described above.

2 unchanged sentences

The inducement grants are included in the stock option and RSU award tables below.

During the three months ended June 30, 2024, the Company granted 75,000 nonqualified stock options to purchase shares of the Company's common stock and 50,000 restricted stock units under employment inducement grants, and in the same period in 2023, the Company did no t grant any employment inducement grants.

During the six months ended September 30, 2024 and 2023, the Company granted 75,000 and 125,000 nonqualified stock options to purchase shares of the Company's common stock, and 50,000 and 83,330 restricted stock units under employment inducement grants.

Stock option valuation

8 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

2024 2023 2024 2023

Risk-free interest rate 3.72 % 4.34 % 4.37 % 3.69 %

11 unchanged sentences

Cancelled ( 292,898 ) $ 18.66

Outstanding as of June 30, 2024 10,157,054 $ 15.37 6.84 $ 8,837

Options exercisable as of June 30, 2024 6,152,459 $ 16.16 5.40 $ 6,541

Options vested and expected to vest as of June 30, 2024 10,157,054 $ 15.37 6.84 $ 8,837

As of June 30, 2024, there was $ 35.7 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.8 years.

The weighted average grant-date fair value of stock options granted during the three months ended June 30, 2024 and 2023 was $ 5.37 and $ 12.09 , respectively.

The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2024 was $ 0.1 million.

Outstanding as of September 30, 2024 10,232,085 $ 15.27 6.64 $ 16,026

Options exercisable as of September 30, 2024 6,355,335 $ 16.46 5.29 $ 9,711

Options vested and expected to vest as of September 30, 2024 10,232,085 $ 15.27 6.64 $ 16,026

As of September 30, 2024, there was $ 31.7 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.6 years.

The weighted average grant-date fair value of stock options granted during the six months ended September 30, 2024 and 2023 was $ 5.51 and $ 12.19 , respectively.

The aggregate intrinsic value of stock options exercised during the six months ended September 30, 2024 was $ 0.3 million.

Restricted and performance stock units

4 unchanged sentences

The Company reassesses the probability of achieving the performance condition at each reporting period.

As of June 30, 2024, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company's RSUs and PSUs during the three months ended June 30, 2024 is as follows:

As of September 30, 2024, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company's RSUs and PSUs during the six months ended September 30, 2024 is as follows:

Number of Restricted Shares Weighted

4 unchanged sentences

Cancelled ( 175,871 ) 13.99

Outstanding as of June 30, 2024 3,370,183 $ 12.77

As of June 30, 2024, there was $ 34.5 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.8 years.

Outstanding as of September 30, 2024 3,496,654 $ 12.51

As of September 30, 2024, there was $ 32.6 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.7 years.

Of the $ 32.6 million of total unrecognized compensation cost, performance based awards tied to the achievement of a company milestone account for approximately $ 4.8 million.

3 unchanged sentences

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

Three Months Ended June 30,

Three Months Ended September 30, Six Months Ended September 30,

2024 2023 2024 2023

Net loss $ ( 53,055 ) $ ( 60,044 ) $ ( 106,827 ) $ ( 109,599 )

5 unchanged sentences

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 for the periods indicated because including them would have had an anti-dilutive effect:

Three Months Ended June 30,

Three and Six Months Ended September 30,

Options to purchase common stock 10,232,085 9,155,387

43 unchanged sentences

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

During the three months ended June 30, 2024 and 2023, the Company did not make any payments to Roche under the terms of the agreement.

The Company recorded $ 0.0 million and $ 0.7 million as an offset to research and development expenses during the three months ended June 30, 2024, and 2023, respectively.

During the three months ended June 30, 2024 and 2023, the Company received payments under the terms of the agreement from Roche of $ 1.8 million and $ 0.2 million, respectively.

As of June 30, 2024 and March 31, 2024, the Company recorded $ 0.0 million and $ 1.8 million as receivables from Roche in connection with this agreement, respectively.

During the three and six months ended September 30, 2024 and 2023, the Company did not make any payments to Roche under the terms of the agreement.

The Company did no t record any costs as an offset to research and development expenses during the three and six months ended September 30, 2024.

The Company recorded $ 1.0 million and $ 1.7 million as an offset to research and development expenses during the three and six months ended September 30, 2023, respectively.

During the six months ended September 30, 2024 and 2023, the Company received payments under the terms of the agreement from Roche of $ 1.8 million and $ 0.9 million, respectively.

As of September 30, 2024 and March 31, 2024, the Company recorded $ 0.0 million and $ 1.8 million as receivables from Roche in connection with this agreement, respectively.

In July 2023, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Incyte Corporation, or Incyte.

7 unchanged sentences

On July 30, 2024, Incyte announced it has discontinued further development of its oral small molecule PD-L1 inhibitor, which was the intended study drug in the Company's planned collaboration with Incyte.

On August 1, 2024, the Company received notice of termination of the Clinical Trial Collaboration and Supply Agreement from Incyte.

During the year ended March 31, 2024, the Company did not make any payments to, or receive any payments from,

Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the three months ended June 30, 2024 related to this agreement.

On August 1, 2024, the Company received notice of termination of the Clinical Trial Collaboration and Supply Agreement from

During the year ended March 31, 2024, the Company did not make any payments to, or receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the three and six months ended September 30, 2024 related to this agreement.

In August 2023 the Company entered into a Settlement Agreement with Amgen and mutually agreed to terminate the Company's challenges to Amgen's patents.

1 unchanged sentence

14 Commitments and contingencies

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three months ended June 30, 2024 and 2023:

Three Months Ended June 30,

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three months ended September 30, 2024 and 2023:

Three Months Ended September 30, Six Months Ended September 30,

2024 2023 2024 2023

Finance lease costs:

3 unchanged sentences

Total lease cost $ 1,423 $ 1,430 $ 2,845 $ 2,861

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three months ended June 30, 2024 and 2023 as follows:

Three Months Ended June 30,

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three months ended September 30, 2024 and 2023 as follows:

Three Months Ended September 30, Six Months Ended September 30,

2024 2023 2024 2023

Finance Lease Costs

5 unchanged sentences

Total lease cost $ 1,423 $ 1,430 $ 2,845 $ 2,861

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 its balance sheet as of June 30, 2024:

June 30, 2024

The following table summarizes the maturity of the Company's lease liabilities on an undiscounted cash flow basis by fiscal year and a reconciliation to the operating and financing lease liabilities recognized on its balance sheet as of September 30, 2024:

September 30, 2024

Operating leases Financing lease Total

2025 (remaining nine months) $ 872 $ 2,050 $ 2,922

2025 (remaining six months) $ 599 $ 1,376 $ 1,975

2026 1,203 2,799 4,002

6 unchanged sentences

Total lease liabilities $ 4,701 $ 25,851 $ 30,552

The following table provides lease disclosure as of June 30, 2024 and March 31, 2024:

June 30, 2024 March 31, 2024

The following table provides lease disclosure as of September 30, 2024 and March 31, 2024:

September 30, 2024 March 31, 2024

Right-to-use operating lease asset $ 4,417 $ 4,635

6 unchanged sentences

Total lease liabilities $ 30,552 $ 31,060

The following table provides lease disclosure for the three months ended June 30, 2024 and 2023:

Three Months Ended June 30,

The following table provides lease disclosure for the three months ended September 30, 2024 and 2023:

Six Months Ended September 30,

Other information

8 unchanged sentences

Weighted-average discount rate - financing leases 8.3 % 8.3 %

The variable lease costs and short-term lease costs were insignificant for the three months ended June 30, 2024 and 2023.

The variable lease costs and short-term lease costs were insignificant for the three and six months ended September 30, 2024 and 2023.

Manufacturing commitments

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

As of June 30, 2024 and March 31, 2024, the Company had committed to minimum payments under these arrangements totaling $ 0.9 million and $ 0.9 million, respectively.

As of September 30, 2024 and March 31, 2024, the Company had committed to minimum payments under these arrangements totaling $ 0.9 million and $ 0.9 million, respectively.

Indemnification agreements

3 unchanged sentences

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, 2024 or March 31, 2024.

Legal proceedings

15 unchanged sentences

Information about the Company’s long-lived assets held in different geographic regions is presented in the tables below:

June 30, 2024 March 31, 2024

September 30, 2024 March 31, 2024

United States $ 11,555 $ 8,992

2 unchanged sentences

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