What changed in this filing

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Item 9A. Controls and Procedures

2022-03-28 compared with 2021-03-24 · 284 added, 309 removed, 506 unchanged (54% of the section changed)

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Limitations on Effectiveness of Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2021.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework)

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework) (COSO).

Based on its assessment, management believes that, as of December 31, 2021, our internal control over financial reporting is effective at the reasonable assurance level.

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No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company”

as defined in the JOBS Act.

Other Information.

Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 will be included under the captions “Executive Officers,” “Election of Directors” and “Delinquent Section 16(a) Reports” in our definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2021 Annual Meeting of Stockholders, which is expected to be filed no later than 120 days after the end of our last fiscal year ended December 31, 2020 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Off icers and Corporate Governance.

The information required by this Item 10 will be included under the captions “Executive Officers,”

“Election of Directors”

and “Delinquent Section 16(a) Reports”

in our definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2022 Annual Meeting of Stockholders, which is expected to be filed no later than 120 days after the end of our last fiscal year ended December 31, 2021 and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to our officers, including our principal executive, financial and accounting officers, and our directors and employees.

We have posted the text of our Code of Business Conduct and Ethics under the “Investors & Media — Corporate Governance” section of our website, www.aileronrx.com .

We have posted the text of our Code of Business Conduct and Ethics under the “Investors & Media —

Corporate Governance”

section of our website, www.aileronrx.com .

We intend to disclose on our website any amendments to, or waivers from, the Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.

Executive Compensation.

The information required by this Item 11 will be included under the captions “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in our definitive proxy statement to be filed with the SEC with respect to our 2021Annual Meeting of Stockholders and is incorporated herein by reference.

Executiv e Compensation.

The information required by this Item 11 will be included under the captions “Executive and Director Compensation”

and “Compensation Committee Interlocks and Insider Participation”

in our definitive proxy statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management”

and “Securities Authorized for Issuance Under Equity Compensation Plans”

in our definitive proxy statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 will be included, as applicable, under the captions “Employment Agreements,” “Director Independence” and “Related Person Transactions” in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accounting Fees and Services.

The information required by this Item 14 will be included under the captions “Audit Fees and Services” and “Pre-Approval Policies and Procedures” in our definitive proxy statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

The information required by this Item 13 will be included, as applicable, under the captions “Employment Agreements,”

“Director Independence”

and “Related Person Transactions”

in our definitive proxy statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accoun ting Fees and Services.

The information required by this Item 14 will be included under the captions “Audit Fees and Services”

and “Pre-Approval Policies and Procedures”

in our definitive proxy statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Exhibits, Financ ial Statement Schedules.

The following documents are filed as part of this Report:

Financial Statements .

The following documents are included in Part II, Item 8 of this Report and are incorporated by reference herein:

(a) Financial Statements .

The following documents are included on pages F2-F25 attached hereto and are filed as part of this Annual Report on Form 10-K:

Form 10-K Summary.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Years ended December 31, 2021 and 2020

Statements of Stockholders’ Equity for the Years ended December 31, 2020 and 2019

Statements of Stockholders’

Equity for the Years ended December 31, 2021 and 2020

Statements of Cash Flows for the Years ended December 31, 2021 and 2020

Notes to Financial Statements

Financial Statement Schedules .

(b) Financial Statement Schedules .

Schedules have been omitted since they are either not required or not applicable or the information is otherwise included herein.

Incorporation by Reference

Date of Filing

Restated Certificate of Incorporation of the Registrant

Restated Certificate of Incorporation of the Registrant, as amended

Amended and Restated By-laws of the Registrant

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2017 Employee Stock Purchase Plan

2021 Stock Incentive Plan

Form of Stock Option Agreement under 2021 Stock Incentive Plan

Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan

Form of Director and Officer Indemnification Agreement

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and JonesTrading Institutional Services LLC and William Blair & Company, L.L.C.

Sublease Agreement, dated March 26, 2021, by and among the Company, Vittoria Industries North America, Inc.

and Waterfront Equity Partners, LLC

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document –

the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Indicates management contract or compensatory plan.

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Securities and Exchange Commission.

^ SEC File No.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

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Von Rickenbach

Report of Independent Registered Public Accounting Firm

Re port of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Aileron Therapeutics, Inc.

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We have audited the accompanying balance sheets of Aileron Therapeutics, Inc.

(the “Company”) as of December 31, 2020 and 2019, and the related statements of operations and comprehensive loss, of stockholders’ equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2021 and 2020, and the related statements of operations and comprehensive loss, of stockholders’

equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Operating lease, right-of-use asset

Other non-current assets

Property and equipment, net

Restricted cash, non-current

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current liabilities:

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Commitments and contingencies (Note 12)

Stockholders’ equity:

Stockholders’

Preferred stock, $ 0.001 par value;

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Common stock, $ 0.001 par value;

150,000,000 shares authorized at

December 31, 2020 and December 31, 2019;

43,804,175 and

27,810,358 shares issued and outstanding at December 31, 2020 and

December 31, 2019, respectively

300,000,000 and 150,000,000 shares

authorized at December 31, 2021 and December 31, 2020;

respectively;

90,573,597 and 43,804,175 shares issued and outstanding at

December 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

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Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’

Total liabilities and stockholders’

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

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Other income (expense), net

Net loss per share—basic and diluted

Weighted average common shares outstanding—basic and diluted

Net loss per share—basic and diluted

Weighted average common shares outstanding—basic and diluted

Comprehensive loss:

Other comprehensive gain (loss):

Unrealized gain (loss) on investments, net of tax of $0

Total other comprehensive gain (loss)

Unrealized (loss) on investments, net of tax of $ 0

Total other comprehensive (loss)

Total comprehensive loss

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AILERON THERAPEUTICS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENT OF STOCKHOLDERS ’

(In thousands, except share data)

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Balances at December 31, 2019

Exercise of stock options

Sale of common stock and common warrants

Sale of pre-funded warrants and common warrants

Exercise of pre-funded warrants

Issuance of common stock

Issuance costs

RSUs vested, net of shares repurchased for tax

Stock-based compensation expense

Adoption of ASC 842, Leases

Unrealized gain on investments

Unrealized loss on investments

Balances at December 31, 2020

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Issuance costs

Stock-based compensation expense

RSUs vested, net of shares repurchased for tax

Exercise of stock options

Stock-based compensation expense

Unrealized loss on investments

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Stock-based compensation expense

Forgiveness of Paycheck Protection Program loan

(Gain)/loss on disposition of property and equipment

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Cash and cash equivalents and restricted cash, end of year

Supplemental disclosure of non-cash financing activities:

Common stock issuance costs included in accounts payable and accrued expenses

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

A ILERON THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL ST ATEMENTS

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

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Aileron Therapeutics, Inc.

(“Aileron” or the “Company”) is a clinical stage biopharmaceutical company that is focused on transforming the experience of chemotherapy for cancer patients, enabling them to fight cancer without the fear or burden of chemotherapy-induced side effects.

ALRN-6924, the Company’s first-in-class MDM2/MDMX dual inhibitor activating p53, is the only reported therapeutic agent in clinical development to employ a biomarker strategy, in which the Company exclusively focuses on treating patients with p53-mutated cancers.

With this targeted strategy of treating patients with p53-mutated cancers, ALRN-6924 is designed to protect multiple healthy cell types throughout the body from chemotherapy while chemotherapy continues to kill cancer cells.

In addition to potentially reducing or eliminating multiple side effects, ALRN-6924 may also improve patients’ quality of life and help them better tolerate chemotherapy, potentially allowing patients to complete their treatment without dose reductions or delays.

The Company’s long-term vision is to provide chemoprotection for patients with p53-mutated cancers, which represents approximately 50% of cancer patients, regardless of cancer type or chemotherapeutic drug.

(“Aileron”

or the “Company”) is a clinical stage chemoprotection oncology company focused on fundamentally transforming the experience of chemotherapy for cancer patients.

ALRN-6924, the Company’s first-in-class MDM2/MDMX dual inhibitor, is designed to activate p53, which in turn upregulates p21, a known inhibitor of the cell replication cycle.

ALRN-6924 is the only reported chemoprotective agent in clinical development to employ a biomarker strategy, in which the Company exclusively focuses on treating patients with p53-mutated cancers.

The Company’s targeted strategy is designed to selectively protect multiple healthy cell types throughout the body from chemotherapy without protecting cancer cells.

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, uncertainties in the clinical development of product candidates and in the ability to obtain needed additional financing.

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

The Company’s product candidates are in development.

There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary governmental regulatory approval or that any approved products will be commercially viable.

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

There can be no assurance that the Company’s research and development of ALRN-6924 will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that ALRN-6924 will obtain necessary governmental regulatory approval or that if approved, will be commercially viable.

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

The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.

In addition, the Company is dependent upon the services of its key employees and consultants.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

In accordance with Accounting Standards Update (“ASU”) No.

2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.

When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the company’s ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

In accordance with Accounting Standards Update (“ASU”) No.

When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the company’s ability to continue as a going concern.

Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

The Company’s financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business.

Through December 31, 2020, the Company has financed operations primary through $50,009 in net proceeds from its initial public offering, or IPO, $10,246 in net proceeds from a public offering in June 2020, $3,918 in net proceeds from “at the market” offerings, $1,801 in in net proceeds from sales pursuant to an equity line financing, $23,825 in net proceeds from a private placement in April 2019, $131,211 from sales of preferred stock prior to its IPO, $552 from the exercise of stock options and $34,910 from a collaboration agreement.

Through December 31, 2021, the Company has financed operations primarily through $ 145,467 in net proceeds from sales of common stock and warrants, $ 131,211 from sales of preferred stock prior to its IPO, and $ 34,910 from a collaboration agreement in 2010.

As of December 31, 2021, the Company had cash, cash equivalents and investments of $ 45,933 .

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

The Company believes that, based on its current operating plan, its cash, cash equivalents and investments of $13,805 as of December 31, 2020, together with the net proceeds of approximately $33,091 from the issuance and sale of shares of common stock in a registered direct public offering on January 8, 2021, net proceeds of approximately $19,962 from the issuance and sale of shares of common stock in at-market-offerings under its Capital on Demand Sales Agreements between January 1, 2021 and the date of this Annual Report on Form 10-K , and net proceeds of approximately $2,614 from the issuance and sale of shares of common stock from its common stock purchase agreement with Lincoln Park Capital Fund, LLC between January 1, 2021 and the date of issuance of these financial statements , will enable the Company to fund its operating expenses for more than twelve months from the date of issuance of these financial statements.

To execute its business plans, the Company will need substantial funding to support its continuing operations and pursue its growth strategy.

Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through the sale of common stock in public offering and/or private placements, through debt financings or from other capital sources, including collaborations with other companies or other strategic transactions.

The Company may not be able to obtain financing on acceptable terms or at all.

The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

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

The Company believes that, based on its current operating plan, its cash, cash equivalents and investments of $ 45,933 as of December 31, 2021 will enable the Company to fund its operating expenses for greater than twelve months from the date of issuance of these financial statements.

The Company will need substantial funding to support its continuing operations and pursue its growth strategy.

Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through the sale of common stock in public offerings and/or private placements, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

The Company may not be able to obtain financing when needed, on acceptable terms or at all.

The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its clinical programs, product portfolio expansion plans or commercialization efforts, which could adversely affect its business prospects.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Actual results could differ from the Company’s estimates.

Cash Equivalents

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Restricted Cash

As of December 31, 2020, current restricted cash of $593 consisted of cash deposited in separate restricted bank accounts as a security deposits for the lease of the Company’s facility in Watertown, Massachusetts (see Note 12) and for the Company’s corporate credit cards.

As of December 31, 2019, current restricted cash consisted of $25 of cash deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards.

As of December 31, 2019, non-current restricted cash consisted of $568 of cash deposited in a separate restricted bank account as a security deposit for the lease of the Company’s facility in Watertown, Massachusetts (see Note 12).

As of December 31, 2021 , restricted cash of $ 25 consisted of cash deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards.

As of December 31, 2020, re stricted cash consisted of $ 568 of cash deposited in a separate restricted bank account as a security deposit for the lease of the Company’s facility and $ 25 of cash deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards.

The Company classifies its available-for-sale debt security investments as current assets on the balance sheet if they mature within one year from the balance sheet date.

The Company classifies all of its investments as available-for-sale securities.

The Company’s investments are measured and reported at fair value using quoted prices in active markets for similar securities or using other inputs that are observable or can be corroborated by observable market data.

Unrealized gains and losses on available-for-sale securities are reported as accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity (deficit).

Unrealized gains and losses on available-for-sale securities are reported as accumulated other comprehensive income (loss), which is a separate component of stockholders’

equity (deficit).

The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense) within the statements of operations and comprehensive loss.

The Company evaluates its investments with unrealized losses for other-than-temporary impairment.

When assessing investments for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general.

If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary”, the Company reduces the investment to fair value through a charge to the statements of operations and comprehensive loss.

No such adjustments were necessary during the periods presented.

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Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity.

The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer.

The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing.

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Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable.

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

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

The Company’s cash equivalents and investments are carried at fair value, determined according to the fair value hierarchy described above (see Note 3).

The carrying values of the Company’s accounts payable and accrued expenses approximate their fair value due to the short-term nature of these liabilities.

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated.

After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering.

Should the planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statement of operations and comprehensive loss.

During the year ended December 31, 2020, the Company received aggregate gross proceeds from the sale of common stock of approximately $16,881 before deducting placement agent fees and offering expenses of approximately $1,494.

During the year ended December 31, 2019, the Company received aggregate gross proceeds from the private placement of approximately $26.0 million before deducting placement agent fees and offering expenses of approximately $2.2 million and excluding the exercise of any warrants.

Level 1—Quoted prices in active markets for identical assets or liabilities.

The Company’s cash equivalents and investments are carried at fair value, determined according to the fair value hierarchy described above (see Note 3).

The carrying values of the Company’s accounts payable and accrued expenses approximate their fair value due to the short-term nature of these liabilities.

Property and Equipment

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Furniture and fixtures

Leasehold improvements

Shorter of 7 years or term of lease

Expenditures for repairs and maintenance of assets are charged to expense as incurred.

Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations and comprehensive loss.

On January 1, 2019 , the Company adopted a new U.S.

GAAP accounting standard which requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements (ASC 842).

The new standard was adopted using the modified retrospective transition method, which requires the Company to apply the standard as of the effective date and does not require restatement of prior periods.

The Company elected to apply the package of practical expedients, which allowed the Company to not reassess:

(i) whether expired or existing contracts contain leases;

(ii) lease classification for any expired or existing leases;

and (iii) initial direct costs for any existing leases.

The Company has an operating lease of office space, which has a remaining lease term of less than 2 years and includes one or more options to renew or terminate early.

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

Operating lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments, initial direct costs paid or incentives received.

The Company’s leases do not contain an implicit rate, and therefore the Company uses an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Options to extend or terminate the lease are reflected in the calculation when it is reasonably certain that the option will be exercised.

The Company has elected to account for lease and non-lease components as a single lease component, however non-lease components that are variable, such as common area maintenance and utilities, are generally paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and operating lease liability and are reflected as an expense in the period incurred.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Impairment of Long-Lived Assets

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Research and development expenditures are expensed as incurred.

Research and development expenses are comprised of salaries, stock-based compensation and benefits of employees, third-party license fees and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and external costs of outside vendors engaged to conduct both preclinical studies and clinical trials.

Research Contract Costs and Accruals

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Significant judgment and estimates are made in determining the accrued balances at the end of any reporting period.

Actual results could differ from the Company’s estimates.

The Company’s historical accrual estimates have not been materially different from the actual costs.

Actual results could differ from the Company’s estimates.

The Company’s historical accrual estimates have not been materially different from the actual costs.

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.

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In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for awards with service-based vesting conditions.

The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods.

The Company classifies share-based compensation expense in its statement of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified.

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Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

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

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

method for awards that qualify as “plain-vanilla”

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

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

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns.

Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense.

Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change.

Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

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The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

The Company’s singular focus is on developing a novel class of therapeutics for the treatment of cancer and other diseases.

All of the Company’s tangible assets are held in the United States.

The Company’s singular focus is on developing a novel class of therapeutics for the treatment of cancer and other diseases.

All of the Company’s tangible assets are held in the United States.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders.

The Company’s only element of other comprehensive loss in all periods presented was unrealized gains (losses) on available-for-sale investments.

Comprehensive loss includes net loss as well as other changes in stockholders’

equity (deficit) that result from transactions and economic events other than those with stockholders.

The Company’s only element of other comprehensive loss in all periods presented was unrealized gains (losses) on available-for-sale investments.

Net Income (Loss) per Share

The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities.

The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and

participation rights in undistributed earnings.

The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

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Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares.

For purpose of this calculation, outstanding options to purchase common stock and shares of redeemable convertible preferred stock are considered potential dilutive common shares.

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

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

For purpose of this calculation, outstanding options to purchase common stock are considered potential dilutive common shares.

Risks and Uncertainties

In December 2019, an outbreak of respiratory illness caused by a strain of novel coronavirus, COVID-19, began in China.

That outbreak has led to millions of confirmed cases worldwide, including in the United States and other countries where the Company is conducting clinical trials or activities in support thereof.

The World Health Organization declared the outbreak a global pandemic on March 11, 2020.

Recently, new variants of the virus that causes COVID-19 have been identified and are spreading around the world, which may worsen or prolong the outbreak.

In addition to those who have been directly affected, millions more have been affected by governmental efforts around the world to slow the spread of the outbreak.

The outbreak and government measures taken in response have also had a significant impact, both direct and indirect, on businesses and commerce.

The future progression of the outbreak and its effects on our business and operations are uncertain.

Potential impacts to the Company’s business include disruptions in supply of the Company’s product candidate and/or procuring items that are essential for the Company’s research and development activities, including, for example, raw materials used in the manufacturing of ALRN-6924, medical and laboratory supplies used in the Company’s clinical trials or preclinical studies or animals that are used for preclinical testing, in each case, for which there may be shortages because of ongoing efforts to address the COVID-19 pandemic .

While the Company believes that it currently has sufficient supply of its product candidate to continue the Company’s ongoing and planned clinical trials, its product candidate, or materials contained therein, come from facilities located in areas impacted by the COVID-19 pandemic.

Additionally, the Company has enrolled, and is seeking to enroll, cancer patients in the Company’s clinical trials at sites located both in the United States and Europe, which are areas that continue to be impacted by the COVID-19 pandemic.

The ongoing COVID-19 pandemic and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce.

The future progression of the pandemic and its effects on our business and operations are uncertain.

Enrollment at clinical trial sites may be disrupted as the effects of the COVID-19 pandemic persist.

In the event that clinical trial sites close to enrollment in the Company’s trials or shift resources to address COVID-19, this could have a material adverse impact on the Company’s clinical trial plans and timelines.

The Company may face difficulties recruiting or retaining patients in its ongoing and planned clinical trials if patients are affected by the virus or are fearful of visiting or traveling to our clinical trial sites because of the COVID-19 pandemic.

Any negative impact that the COVID-19 outbreak has on the ability of the Company’s suppliers to provide materials necessary for the Company’s product candidate or on recruiting or retaining patients in the Company’s clinical trials could cause costly delays to clinical trial activities, which could adversely affect the Company’s ability to obtain regulatory approval for and to commercialize the Company’s product candidate, increase the Company’s operating expenses, affect the Company’s ability to raise additional capital, and impact the Company’s operating

and financial results.

Any negative impact that the COVID-19 pandemic has on the ability of the Company’s suppliers to provide materials necessary for the Company’s product candidate or on recruiting or retaining patients in the Company’s clinical trials could cause costly delays to clinical trial activities, which could adversely affect the Company’s ability to obtain regulatory approval for and to commercialize the Company’s product candidate, increase the Company’s operating expenses, affect the Company’s ability to raise additional capital, and impact the Company’s operating and financial results.

The capital markets have also experienced significant volatility as a result of the pandemic.

Future disruptions in the capital markets could negatively impact the Company’s ability to raise capital in the future.

Recently Accounting Pronouncements

Future disruptions in the capital markets could negatively impact the Company’s ability to raise capital in the future.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes , or ASC 740, which simplifies the accounting for income taxes.

The ASU will be effective for the Company in the first quarter of fiscal 2021, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of ASU 2019-12 and does not expect adoption to have a material effect on the Company’s consolidated financial statements or disclosures.

In February 2016, the FASB issued ASU No.

2016-02, Leases , (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e.

lessees or lessors).

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

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

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

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

ASU 2016-02 (Accounting Standards Codification (“ASC”) Topic 842) supersedes the previous leases standard, ASC 840, Leases .

The standard is effective for public entities for annual periods beginning after December 15, 2018 and for interim periods within those fiscal years.

The Company adopted the standard effective January 1, 2019.

It has implemented the standard using the required modified retrospective approach and has also elected to utilize the package of practical expedients.

The expedients used by the Company are as follows:

(1) allowing an entity to not reassess the lease classification for any expired or existing leases, (2) allowing an entity to not reassess the treatment of initial direct costs as they related to existing leases, and (3) allowing an entity to not reassess whether expired or existing contracts are or contain leases.

The Company elected to adopt the standard at the beginning of the period of adoption.

As a result of the adoption of ASU 2016-02, the Company de-recognized $7,079 of the building asset and $81 of accumulated depreciation related to its former corporate headquarters at 490 Arsenal Way.

Prior to the adoption of ASU 2016-02, the Company classified facility improvements associated with the 490 Arsenal Way building as a component of its building asset.

Subsequent to the adoption of ASU 2016-02, these improvements were reclassified to leasehold improvements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

The ASU was effective for the Company in the first quarter of fiscal 2021.

Adoption of ASU2019-12 did not have a material effect on the Company’s consolidated financial statements or disclosures.

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

Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses.

The ASU will be effective for the Company's fiscal year beginning January 1, 2023.

The Company is currently evaluating the impact of the adoption of ASU 2016-13 and does not expect adoption to have a material effect on the Company’s consolidated financial statements or disclosures.

Fair Value of Financial Assets

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

Fair Value Measurements as of

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Money market funds

Corporate notes

Commercial paper

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Treasury bills

Commercial paper

Fair Value Measurements as of

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Cash equivalents:

Money market funds

Corporate notes

Commercial paper

Corporate notes

Money market funds

Commercial paper

As of December 31, 2020 and 2019, the Company’s cash equivalents and investments were invested in money market funds, corporate notes and commercial paper and were valued based on Level 1 and Level 2 inputs.

Treasury bills

As of December 31, 2021 and 2020 , the Company’s cash equivalents and investments were invested in money market funds, corporate notes and commercial paper and were valued based on Level 1 and Level 2 inputs.

In determining the fair value of its corporate notes and commercial paper at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data.

The Company’s cash equivalents have original maturities of less than 90 days from the date of purchase.

All available-for-sale investments have contractual maturities of less than one year .

During the years ended December 31, 2020 and 2019, there were no transfers between Level 1, Level 2 and Level 3.

During the years ended December 31, 2021 and 2 0 20 , there were no transfers in or out of Level 3.

As of December 31, 2021 and 2020, the fair value of available-for-sale investments by type of security was as follows:

December 31, 2021

Commercial paper

Corporate notes

Treasury bills

Commercial paper

December 31, 2020

Corporate notes

Commercial paper

Treasury bills

Property and Equipment, Net

Property and equipment, net consisted of the following:

Laboratory equipment

Computer equipment and software

Furniture and fixtures

Accumulated depreciation and amortization

Depreciation and amortization expense for the years ended December 31, 2020 and 2019 was $163 and $140, respectively.

Depreciation and amortization expense for the years ended December 31, 2021 and 2020 w as $ 121 and $ 163 , respectively .

During the year ended December 31, 2021, the Company received payment for disposed, fully depreciated assets, resulting in a gain on sale of $ 66 .

During the year ended December 31, 2020 , assets with a cost of $ 640 were disposed of for $ 208 in proceeds, resulting in a gain on sale of $ 86 .

During the year ended December 31, 2019, assets with a cost of $749 were disposed of for no proceeds, resulting in a loss on disposal of $5.

Accrued Expenses and Other Current Liabilities

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Paycheck Protection Loan

On April 30, 2020, the Company received loan proceeds in the amount of approximately $384 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

On April 30, 2020, the Company received loan proceeds in the amount of approximately $ 384 under the Paycheck Protection Program (“PPP”).

The loan and accrued interest are forgivable after eight weeks if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities.

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The Company used the proceeds for purposes consistent with the PPP .

The Company has determined to account for the PPP loan as debt under Accounting Standards Update (“ASC 470”), “Debt”, and has allocated and recorded the loan proceeds between current and non-current liabilities.

The Company further determined that loan forgiveness would become probable of occurring upon acceptance by the Small Business Association of the Company’s forgiveness application.

If and when the loan forgiveness becomes probable, the Company will recognize income for debt extinguishment pursuant to ASC 470-50-15-4.

The Company submitted a loan forgiveness application in December 2020.

The Company determined to account for the PPP loan as debt under Accounting Standards Update (“ASC 470”), “Debt”, and allocated and recorded the loan proceeds between current and non-current liabilities.

On May 20, 2021 the Small Business Administration notified the Company that the PPP loan had been forgiven in full.

During the year ended December 31, 2021 the Company recognized income for debt extinguishment pursuant to ASC 470-50-15-4 as other income.

Preferred Stock

On July 5, 2017, in connection with the closing of the Company’s IPO, the Company filed its amended and restated certificate of incorporation, which authorizes the Company to issue up to 5,000,000 shares of preferred stock, $0.001 par value per share.

O n July 5, 2017, in connection with the closing of the Company’s IPO, the Company filed its restated certificate of incorporation, which authorizes the Company to issue up to 5,000,000 shares of preferred stock, $ 0.001 par value per share.

As of December 31, 2021 and 2020 , the Company had no shares of preferred stock issued or outstanding.

On July 5, 2017, the Company filed the amended and restated certificate of incorporation which increased the authorized number of shares of common stock from 143,500,000 shares of $0.001 par value common stock to 150,000,000 shares of common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors, if any, subject to the preferential dividend rights of the preferred stock.

On June 16, 2021, the Company filed a certificate of amendment to its restated certificate of incorporation which increased the authorized number of shares of common stock from 150,000,000 shares of $ 0.001 par value common stock to 300,000,000 shares of common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors, if any, subject to the preferential dividend rights of the preferred stock.

As of December 31, 2021 and 2020, no dividends had been declared.

As of December 31, 2020, the Company had reserved 5,098,505 shares for the exercise of outstanding stock options and grant of future awards under the Company’s stock incentive plans (see Note 10).

On January 6, 2021, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “Offering”), an aggregate of 32,630,983 shares of common stock, $ 0.001 par value per share, at a purchase price per share of $ 1.10 (the “Shares”).

The aggregate gross proceeds of the Offering were $ 35,894 , before deducting $ 2,887 of fees payable to the placement agent and other offering expenses payable by the Company.

The Offering closed on January 8, 2021 .

Between January 1, 2021 and January 28, 2021, the Company issued and sold an aggregate 7,174,993 shares of its common stock pursuant to its sales agreement with JonesTrading Institutional Services LLC (“JonesTrading”), resulting in gross proceeds of $ 9,658 , before deducting expenses of $ 290 .

The Company terminated its sales agreement with Jones Trading in January 2021.

On January 29, 2021, the Company entered into a Capital on Demand Sales Agreement (the “ATM Sales Agreement”) with JonesTrading and William Blair & Company, L.L.C.

(“William Blair”

and, collectively with JonesTrading, the “Agents”), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 30,000 from time to time through or to the Agents (the “ATM Offering”).

During the year ended December 31, 2021, the Company issued and sold an aggregate of 5,225,406 shares of its common stock pursuant to the ATM Sales Agreement, resulting in gross proceeds of $ 10,922 before deducting expenses of $ 329 .

During the year ended December 31, 2021, the Company issued and sold an aggregate of 1,375,000 shares of its common stock to Lincoln Park Capital, LLC pursuant to a purchase agreement entered into between Lincoln Park Capital, LLC and the Company in September 2020, resulting in gross proceeds of $ 2,614 .

During the year ended December 31, 2020, the Company issued and sold 588,235 shares to LPC under the purchase agreement for proceeds of $ 500 .

In June 2020, the Company issued and sold in an underwritten public offering an aggregate of 10,162,059 shares of common stock, including an additional 1,071,149 shares of common stock upon the partial exercise of an option of the underwriter to purchase additional shares, for a purchase price to the public of $ 1.10 per share.

The Company received aggregate gross proceeds from the public offering of approximately $ 11,178 , before deducting underwriting discounts and commissions and offering expenses of $ 932 .

On April 2, 2019, the Company issued and sold in a private placement an aggregate of (i) 11,838,582 units, consisting of 11,838,582 shares of its common stock and associated warrants, or the common warrants, to purchase an aggregate of 11,838,582 shares of common stock, for a combined price of $ 2.01 per unit and (ii) 1,096,741 units, consisting of (a) pre-funded warrants to purchase 1,096,741 shares of our common stock and (b) associated common warrants to purchase 1,096,741 shares of common stock, for a combined price of $ 2.01 per unit.

The pre-funded warrants had an exercise price of $ 0.01 per share and had no expiration.

In July 2019, all outstanding pre-funded warrants were exercised for 1,096,741 shares of common stock.

At December 31, 2021 there were 12,935,323 common warrants outstanding with an exercise price of $ 2.00 per share.

The Company has assessed the warrants for appropriate equity or liability classification and determined the warrants are freestanding instruments that do not meet the definition of a liability pursuant to ASC 480 and do not meet the definition of a derivative pursuant to ASC 815.

The warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815.

Accordingly, the warrants are classified as equity and accounted for as a component of additional paid-in capital at the time of issuance.

As of December 31, 2021 , the Company had reserved 11,029,308 shares for the exercise of outstanding stock options and grant of future awards under the Company’s stock incentive plans (see Note 10).

Stock-Based Awards

2021 Stock Incentive Plan

The Company’s 2017 Stock Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 16, 2017 and became effective on June 28, 2017.

The Company’s 2021 Stock Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders on June 15, 2021 and became effective on June 16, 2021.

Under the 2021 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards.

The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2017 Plan;

The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan;

however, incentive stock options may only be granted to employees.

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Stock options granted under the 2021 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years , although options have been granted with vesting terms of less than four years .

The total number of shares of common stock that may be issued under the 2017 Plan was 4,701,056 as of December 31, 2020, of which 382,919 shares remained available for grant.

The Company initially reserved 1,244,816 shares of common stock plus the number of shares equal to the sum of the number of shares of common stock then available for issuance under the 2016 Plan, which was 424,601 shares, and the number of shares of common stock subject to outstanding awards under the 2006 Plan and the 2016 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right.

The number of shares of common stock that may be issued under the 2017 Plan will automatically increase on January 1 of each year, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 1,244,816 shares of common stock, (ii) 4% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors.

For the year ended December 31, 2020, the Company’s compensation committee of the board of directors authorized an additional 1,112,414 shares that may be issued under the 2017 Plan.

During the year ended December 31, 2020 , pursuant to the terms of the 2017 Plan, the Company granted options to employees and directors to purchase 1,821,000 shares of common stock at a weighted average exercise price of $ 0.

76 per share.

The total number of shares of common stock that may be issued under the 2021 Plan was 12,784,186 a s of December 31, 2021, of which 7,934,686 s hares remained available for grant.

The Company initially reserved 12,500,000 shares of common stock, plus the number of shares of common stock subject to outstanding awards under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”), and the Company’s 2016 Stock Incentive Plan (“the 2016 Plan”) and the Company’s 2006 Stock Incentive Plan, as amended (the “2006 Plan”) that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right up to 6,280,135 shares.

Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards.

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The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant.

2017 Employee Stock Purchase Plan

On June 16, 2017, the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective on June 28, 2017.

As of December 31, 2019, a total of 150,000 shares of common stock are reserved for issuance under the 2017 ESPP.

The number of shares of common stock that may be issued under the 2017 ESPP automatically increase on each January 1 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 622,408 shares, (ii) 1% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors.

The board of directors has not initiated any offerings under the ESPP.

2017 Stock Incentive Plan

The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company.

The 2016 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board.

The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated.

Stock options granted under the 2016 Plan with service-based vesting conditions vest over four years and expire after ten years.

After the effective date of the 2017 Plan, no stock options or other awards were made under the 2016 Plan.

No shares remained available for future issuance as of December 31, 2017.

The 2017 Plan was approved by the Company’s stockholders on June 16, 2017, and became effective on June 28, 2017.

Under the 2017 Plan, the Company could grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards.

The Company’s employees, officers, directors, consultants and advisors were eligible to receive awards under the 2017 Plan;

however, incentive stock options could only be granted to employees.

The 2017 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board.

The number of shares of common stock covered by options and the date those options become exercisable, type of options granted, exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated.

Stock options granted under the 2017 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years , although options have been granted with vesting terms of less than four years .

The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant.

As of the effective date of the 2021 Plan, the board of directors determined to grant no further awards under the 2017 Plan.

Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2021 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 under the 2021 Plan.

2006 Stock Incentive Plan

The Company’s 2006 Stock Incentive Plan, as amended, (the “2006 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company.

The 2006 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board.

The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated.

Stock options granted under the 2006 Plan with service-based vesting conditions generally vest over four years and expire after ten years, although options have been granted with vesting terms of less than four years.

The 2006 Plan expired in 2016.

No shares remained available for future issuance as of December 31, 2016.

Shares that are expired, terminated, surrendered or canceled 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 under the 2017 Plan.

2017 Employee Stock Purchase Plan

On June 16, 2017, the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective on June 28, 2017.

A total of 150,000 shares of common stock were initially reserved for issuance under this plan.

Under the 2017 ESPP, the number of shares of common stock that may be issued under the 2017 ESPP will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 622,408 shares, (ii) 1 % of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors.

The compensation committee of the board of directors determined that the number of shares of common stock that may be issued under the 2017 ESPP would no t be increased on January 1, 2020 or January 1, 2021 .

The Company has no t issued any shares under the 2017 ESPP.

Stock Option Valuation

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Stock Options

The following table summarizes the Company’s stock option activity since January 1, 2020:

The following table summarizes the Company’s stock option activity since January 1, 2021:

Outstanding at December 31, 2020

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The aggregate fair value of stock options that vested during the year ended December 31, 2021 and 2020 was $ 1,106 and $ 2,099 , respectively.

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 aggregate intrinsic value of stock options exercised during the year ended December 31, 2020 and 2019 was $0 and $109, respectively.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2021 and 2020 was $ 68 a nd $ 0 , respectively.

Restricted Stock Units

On April 15, 2019, the Company granted restricted stock units under the 2017 Stock Incentive Plan.

The following table summarizes the Company’s restricted stock unit activity during the year ended December 31, 2020:

The following table summarizes the Company’s restricted stock unit activity since December 31, 2020:

Weighted-Average

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Stock-Based Compensation

The Company recorded stock-based compensation expense related to stock options in the following expense categories of its statements of operations and comprehensive loss:

The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its statements of operations and comprehensive loss:

Year Ended December 31,

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The Company used an estimated forfeiture rate of 2.43 % to calculate its stock compensation expense for each of the years ended December 31, 2021 and 2020.

As of December 31, 2020, the Company had an aggregate of $2,144 of unrecognized stock-based compensation expense, which it expects to recognize over a weighted average period of 2.14 years.

As of December 31, 2021, the Company had a n aggregate of $ 5,120 of unrecognized stock-based compensation expense, which it expects to recognize over a weighted average period of 2.94 yea rs.

Net Loss per Share

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Weighted average common shares

outstanding—basic and diluted

Net loss per share attributable to common

stockholders—basic and diluted

The Company’s potential dilutive securities, which include stock options as of December 31, 2020 and 2019, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share.

stockholders—basic and diluted

The Company’s potential dilutive securities, which include stock options as of December 31, 2021 and 2020 , have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share.

In periods where there is a net loss, the weighted average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following potential shares of common stock, presented based on amounts

outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

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

Year Ended December 31,

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Stock options to purchase common stock

Restricted stock units to purchase common stock

Commitments and Contingencies

Operating Leases

285 Summer Street

On March 26, 2021, the Company entered into a lease agreement for office space located at 285 Summer Street, Boston, Massachusetts (the “285 Summer Street Lease”).

Under the terms of the 285 Summer Street Lease, starting on April 1, 2021, the Company leases approximately 3,365 square feet of office space at $ 42.00 per square foot per year, or $ 141 per year in base rent, which is subject to scheduled annual rent increases plus certain operating expenses and taxes.

The Company accounted for this lease under ASC 842 using its initial two-year term through March 31, 2023.

The Company classified this lease as an operating lease and recorded a right-of-use asset of $ 228 and lease liability of $ 228 on the effective date.

The Company recognizes rent expense on a straight-line basis throughout the remaining term of the lease.

490 Arsenal Way

On April 4, 2018, the Company entered into a lease agreement for office and laboratory space located in a building (the “Building”) at 490 Arsenal Way, Watertown, Massachusetts (the “490 Arsenal Way Lease”).

Under the terms of the 490 Arsenal Way Lease, starting on August 21, 2018, the Company leases approximately 18,768 square feet of office and laboratory space at $52.55 per square foot per year, or $986 per year in base rent, which is subject to scheduled annual rent increases plus certain operating expenses and taxes.

The Company currently maintains a $568 security deposit related to the 490 Arsenal Way Lease.

Under the terms of the 490 Arsenal Way Lease, starting on August 21, 2018, the Company leased approximately 18,768 square feet of office and laboratory space at $ 52.55 per square foot per year, or $ 986 per year in base rent, which is subject to scheduled annual rent increases plus certain operating expenses and taxes.

The Company maintained $ 568 security deposit related to the 490 Arsenal Way Lease.

Pursuant to the 490 Arsenal Way Lease, the landlord contributed an aggregate of $ 2,419 toward the cost of construction and tenant improvements for the Building.

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The Company accounted for this lease under ASC 842 using its initial eight-year term through August 31, 2026.

As part of its adoption of ASC 842, the Company de-recognized the building asset and corresponding financing obligation recorded on the Company’s consolidated balance sheets as of January 1, 2019, in accordance with the ASC 842 transition guidance.

In applying the ASC 842 transition guidance, the Company classified this lease as an operating lease and recorded a right-of-use asset of $ 6,697 and lease liability of $ 5,401 on the effective date.

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In connection with the lease termination the right of use assets and operating lease liabilities associated with the lease were derecognized.

The derecognition of these assets and liabilities resulted in a charge of $823.

The derecognition of these assets and liabilities resulted in a charge of $ 823 in other income.

Summary of all lease costs recognized under ASC 842

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the year ended December 31, 20 20 :

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the year ended December 31, 2021 and 2020:

Twelve Months Ended

December 31, 2021

Twelve Months Ended

December 31, 2020

Lease cost (1)

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Weighted average discount rate

Short-term lease costs and variable lease costs incurred by the Company for the twelve months ended December 31, 2020 were not material.

As of December 31, 20 20 , there were no future minimum commitments under ASC 842 under the Company’s operating leases.

(1) Short-term lease costs and variable lease costs incurred by the Company for the twelve months ended December 31, 2021 and 2020 were not material.

As of December 31, 2021, future minimum commitments under ASC 842 under the Company’s operating leases were as follows:

As of December 31, 2021

2023 and thereafter

Total lease payments

imputed interest

Total operating lease liabilities

Intellectual Property Licenses

Harvard and Dana-Farber Agreement

In August 2006, the Company entered into an exclusive license agreement with President and Fellows of Harvard College (“Harvard”) and Dana-Farber Cancer Institute (“DFCI”).

The agreement granted the Company an exclusive worldwide license, with the right to sublicense, under specified patents and patent applications to develop, obtain regulatory approval for and commercialize specified product candidates based on cell-permeating peptides.

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In connection with entering into the agreement, the Company paid an upfront license fee and issued to Harvard and DFCI shares of its common stock.

In February 2010, the agreement was amended and restated (the “Harvard/DFCI agreement”) under which additional patent rights were added to the scope of the license agreement and the annual license maintenance fees were increased.

Under the Harvard/DFCI agreement, the Company is obligated to make aggregate milestones payments of up to $7,700 per licensed therapeutic product upon the Company’s achievement of specified clinical, regulatory and sales milestones with respect to such product and up to $700 per licensed diagnostic product upon the Company’s achievement of specified regulatory and sales milestones with respect to such product.

Under the Harvard/DFCI agreement, the Company is obligated to make aggregate milestones payments of up to $ 7,700 per licensed therapeutic product upon the Company’s achievement of specified clinical, regulatory and sales milestones with respect to such product and up to $ 700 per licensed diagnostic product upon the Company’s achievement of specified regulatory and sales milestones with respect to such product.

In addition, the Company is obligated to pay royalties of low single-digit percentages on annual net sales of licensed products sold by the Company, its affiliates or its sublicensees.

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In addition, the agreement obligates the Company to pay a percentage, up to the mid-twenties, of fees received by the Company in connection with its sublicense of the licensed products.

In accordance with the terms of the agreement, the Company’s sublicense payment obligations may be subject to specified reductions.

The Harvard/DFCI agreement requires the Company to pay annual license maintenance fees of $ 145 each year.

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The Company incurred license fees of $ 145 during each of the years ended December 31, 2021 and 2020 .

In addition, the Company did not make any milestone payments during the years ended December 31, 2020 and 2019.

During the years ended December 31, 2019, no milestones were achieved and no liabilities for milestone payments were recorded in the Company’s financial statements.

From 2010 through December 31, 2020 and December 31,

201 9 , the Company had made non-refundable cash payments, consisting of license and maintenance fees, milestone payments and sublicense fees, totaling $ 4, 863 and $ 4, 718 , respectively.

In addition, the Company did no t make any milestone payments during the years ended December 31, 2021 and 2020.

During the years ended December 31, 2021 and 2020 , no milestones were achieved and no liabilities for milestone payments were recorded in the Company’s financial statements.

From 2010 through December 31, 2021 and December 31, 2020 , the Company had made non-refundable cash payments, consisting of license and maintenance fees, milestone payments and sublicense fees, totaling $ 5,008 and $ 4,863 , respectively.

As of December 31, 2021 , the Company had not developed a commercial product using the licensed technologies and no royalties under the agreement had been paid or were due.

3 unchanged sentences

In December 2006, the Company entered into a license agreement with Materia, Inc.

(“Materia”), under which it was granted a non-exclusive worldwide license, with the right to sublicense, under specified patent and patent applications to utilize Materia’s catalysts to develop, obtain regulatory approval for and commercialize specified peptides owned or controlled by Materia and the right to manufacture specified compositions owned or controlled by Materia.

In February 2017, Materia assigned the license agreement (the “Umicore agreement”) to Umicore Precious Metals Chemistry USA, LLC (“Umicore”), and Umicore agreed to continue to supply the Company under the agreement.

Under the Umicore agreement, the Company is obligated to make aggregate milestone payments to Umicore of up to $6,400 upon the Company’s achievement of specified clinical, regulatory and sales milestones with respect to each licensed product.

Under the Umicore agreement, the Company is obligated to make aggregate milestone payments to Umicore of up to $ 6,400 upon the Company’s achievement of specified clinical, regulatory and sales milestones with respect to each licensed product.

In addition, the Company is obligated to pay tiered royalties ranging in the low single-digit percentages on annual net sales of licensed products sold by the Company or its sublicensees.

2 unchanged sentences

The Company incurred license fees of $ 50 during each of the years ended December 31, 2021 and 2020 .

The Company did not make any milestone payments during the years ended December 31, 2020 or 2019.

During the year ended December 31, 2020, no milestones were achieved and no liabilities for additional milestone payments were recorded in the Company’s financial statements.

The agreement expires upon the expiration of the Company’s obligation to pay royalties in each territory covered under the agreement.

The Company did no t make any milestone payments during the years ended December 31, 2021 and 2020.

During the year ended December 31, 2021 , no milestones were achieved and no liabilities for additional milestone payments were recorded in the Company’s financial statements.

The agreement expires upon the expiration of the Company’s obligation to pay royalties in each territory covered under the agreement.

Indemnification Agreements

5 unchanged sentences

There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

The reported amount of income tax expense

for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance.

On March 27, 2020, the previous U.S.

President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) in response to the U.S.

COVID-19 pandemic, which, among other things, suspends the 80% limitation on the deduction for NOLs in taxable years beginning before January 1, 2021, permits a 5-year carryback of NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, and generally caps the limitation on the deduction for net interest expense at 50% of adjusted taxable income for taxable years beginning in 2019 and 2020.

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation.

The enactment of the CARES Act did not result in any material adjustments to the Company's income tax provision for the year ended December 31, 2020, or to its net deferred tax assets and related allowances as of December 31, 2020.

The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Federal statutory income tax rate

34 unchanged sentences

The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study.

If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required.

Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization.

1 unchanged sentence

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.

Management has considered the Company’s cumulative net losses and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets.

Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021 and 2020.

5 unchanged sentences

Valuation allowance at end of year

The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2020 or 2019.

The Company has no t recorded any amounts for unrecognized tax benefits as of December 31, 2021 or 2020.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

1 unchanged sentence

There are currently no pending tax examinations.

The Company’s tax years are still open under statute from 2017 to the present.

Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

As of December 31, 2020 and 2019, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

As of December 31, 2021 and 2020 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss .

The Company has a 401(k) plan available for participating employees who meet certain eligibility requirements.

Eligible employees may defer a portion of their salary as defined by the plan.

Company contributions to the plan may be made at the discretion of the Company’s board of directors.

The Company has not elected to make any employer contributions for the years ended December 31, 2020 or 2019.

Selected Quarterly Financial Data (unaudited)

The following table contains selected quarterly financial information for 2020 and 2019.

The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented.

The operating results for any quarter are not necessarily indicative of results for any future period.

Three Months Ended

September 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense), net

Net loss per share—basic and diluted

Weighted average common shares outstanding—

basic and diluted

Comprehensive loss:

Other comprehensive gain (loss):

Unrealized gain (loss) on investments, net of tax of $0

Total other comprehensive gain (loss)

Total comprehensive loss

Three Months Ended

September 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense), net

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

Weighted average common shares outstanding—basic

Comprehensive loss:

Other comprehensive loss:

Unrealized loss on investments, net of tax of $0

Total other comprehensive loss

Total comprehensive loss

Subsequent Event

On January 6, 2021, the Company entered into a securities purchase agreement (the “2021 Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering (the “Offering”), an aggregate of 32,630,983 shares of common stock, $0.001 par value per share, at a purchase price per share of $1.10 (the “Shares”).

The aggregate gross proceeds of the Offering were $35,894 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No.

333-226650) that was filed with the United States Securities and Exchange Commission (“SEC”) on July 1, 2018, and declared effective by the SEC on July 15, 2019 (the “Registration Statement”), and a prospectus supplement thereunder.

The Offering closed on January 8, 2021.

In addition, between January 1, 2021 and January 28, 2021, the Company issued and sold an aggregate of 7,174,993 shares of its common stock pursuant to its ATM Sales Agreement with JonesTrading Institutional Services LLC, resulting in net proceeds of $9,368.

On January 29, 2021, the Company entered into a Capital on Demand™ Sales Agreement (the “ATM Sales Agreement”) with JonesTrading Institutional Services LLC and William Blair & Company, L.L.C.

(the “Agents”), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $30,000 from time to time through or to the Agents (the “ATM Offering”).

On January 29, 2021, the Company filed a prospectus supplement with the SEC in connection with the ATM Offering under its Registration Statement.

Between January 29, 2021 and March 24, 2021, the Company issued and sold an aggregate of 5,225,406 shares of its common stock pursuant to the ATM Sales Agreement, resulting in net proceeds of $10,594.

Between January 1, 2021 and March 24, 2021, the Company issued and sold an aggregate of 1,375,000 shares of its common stock to LPC pursuant to the Purchase Agreement, resulting in gross proceeds of $2,614.

The Company provides a safe harbor match with a maximum amount of 4.0 % of the participant’s compensation, and vests 100 % at time of match.

The Company accrued approximately $ 94.3 for the estimated safe harbor matching contribution for the year ended December 31, 2021.

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

What changed 10-K

Item 9A. Controls and Procedures