The following discussion and analysis of financial condition and results of operations is provided to enhance the understanding of, and should be read in conjunction with, Part I, Item 1, "Business" and Item 8, "Financial Statements and Supplementary Data." For information on risks and uncertainties related to our business that may make past performance not indicative of future results or cause actual results to differ materially from any forward-looking statements, see "Special Note Regarding Forward-Looking Statements," and Part I, Item 1A, "Risk Factors." Dollars in tabular format are presented in thousands, except per share data, or as otherwise indicated.

Overview

We are a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. Twirla® and our potential product candidates are designed to provide women with contraceptive options that offer greater convenience and facilitate compliance. Twirla, our first and only approved product, is a once-weekly prescription combination hormonal contraceptive patch. Twirla is designed using our proprietary transdermal patch technology, called Skinfusion®, designed with properties to optimize patch adhesion and patient wearability, which may help support compliance while, for the first time, delivering a dose of estrogen consistent with commonly prescribed combined hormonal contraceptives, or CHCs. We believe there is an unmet market need for a contraceptive patch that is designed to delivers approximately 30 mcg of estrogen and 120 mcg of progestin in a convenient dosage form that may support compliance in a non-invasive fashion.

Twirla was approved for sale in the United States on February 14, 2020 as a method of contraception for use in women of reproductive potential with a BMI < 30 kg/m2 for whom a combined hormonal contraceptive is appropriate. Based on the observed relationship between efficacy and BMI in a Phase 3 clinical trial, Twirla's limitation of use instructs healthcare providers to consider Twirla's reduced effectiveness in women with a BMI † 25 to <30 kg/m2 before prescribing. Twirla is contraindicated in women with a BMI † 30 kg/m2 because compared to women with a lower BMI, women in this group had reduced effectiveness and may have a higher risk for VTEs.

As part of Twirla's approval, the FDA is requiring us to conduct a long-term prospective, observational post-marketing study comparing the risks for VTE and ATE in new users of Twirla to new users of other CHCs. The FDA's requirement for Twirla is similar to another post-marketing study requirement for a recently approved CHC. The final study report for the Twirla post-marketing study is scheduled to be submitted to the FDA in November 2032, with interim safety data reporting to the FDA due in November 2026. We have also agreed to a small post-marketing commitment, or PMC, study to assess the residual drug content and strength of Twirla. The PMC study is similar to residual drug studies requested of patch developers in the FDA's November 2019 draft guidance entitled Transdermal and Topical Delivery Systems-Product Development and Quality Considerations. We are evaluating the design and cost of these post-marketing studies

With the approval of Twirla we now plan to focus on our transition from a clinical development stage company to a commercial company. During 2020, we plan to begin the implementation of our



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commercialization plan for Twirla and to manage the growth of our company. Our near term plan for the commercialization of Twirla includes:



               Activity                                Expected Timing
Initiate coverage and reimbursement         First Quarter 2020
activities in the United States from
third-party payors.
Initiate hiring of contract sales           Second Quarter 2020

force

Complete pre-validation and validation Second Half 2020 with first shipment of the commercial manufacturing

             of product in the Fourth Quarter 2020.
process consistent with our approved
marketing application


Our short-term goal is to establish an initial franchise in the multi-billion-dollar U.S. hormonal contraceptive market built on approval of Twirla in the U.S. Our resources are currently focused on the commercialization of Twirla. To that end, our goal is to begin the pre-validation and validation of the commercial manufacturing process in the first half of 2020, manufacture three validation batches of Twirla and complete the process in the second half of 2020. At the same time, we will prepare for the availability of commercial product supply. In the first quarter of 2020, we plan to initiate work with managed care and patient payors to gain market access for Twirla. In the second quarter of 2020, we plan to begin hiring and training an initial sales team, which we estimate to be in the range of 70 to 100 persons. We intend to ship product to wholesalers in fourth quarter of 2020. We also expect to explore the advancement of our existing pipeline and its possible expansion through business development activities.



    Our current priorities are as follows:

        º •
        º Successfully complete the pre-validation and validation process for
          the commercial manufacturing of Twirla;

        º •
        º Obtain coverage and reimbursement for Twirla in the United States from
          third-party payors;

        º •
        º Implement our commercialization plans for Twirla to ensure a
          successful launch in the United States, including building a sales and
          marketing team and implementing a healthcare compliance program;

        º •
        º Establish a supply chain for Twirla that will support
          commercialization across the United States at launch;

        º •
        º Complete the design and protocol of the FDA-required post-marketing
          long-term observational study comparing risks for VTE and ATE in new
          users of Twirla to new users of other CHCs;

        º •
        º Explore the advancement of our existing pipeline and its possible
          expansion through business development activities.

For more information about the regulatory history of Twirla, please see Part 1, Item 1, "Business"

Financial Overview

Since our inception in 1997, we have devoted substantial resources to developing and seeking regulatory approval for Twirla, building our intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations. We incurred research and development expenses of $9.9 million, $9.8 million and $14.4 million during the years ended December 31, 2019, 2018 and 2017, respectively. While we anticipate that a portion of our operating expenses will continue to be related to research and development as we complete the pre-validation manufacturing activities related to Twirla, conduct our Phase 4 study, and plan the development of our pipeline, we expect our operating expenses to substantially shift towards commercialization. A



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substantial amount of our resources are currently dedicated to completing manufacturing validation and commercializing Twirla.

We have funded our operations primarily through sales of common stock, convertible preferred stock, convertible promissory notes and term loans. As of December 31, 2019, and 2018, respectively, we had $34.5 million and $7.9 million in cash and cash equivalents.

In January 2019, we entered into a common stock sales agreement or the "2019 ATM Agreement," under which we were authorized to sell up to an aggregate of $10.0 million in gross proceeds through the sale of shares of common stock from time to time in "at-the-market" equity offerings (as defined in Rule 415 promulgated under the Securities Act of 1933, as amended). We agreed to pay a commission of 3% of the gross proceeds of any common stock sold under this agreement. During the year ended December 31, 2019, we issued and sold a total of 1,801,528 shares of common stock under the 2019 ATM Agreement resulting in net proceeds of approximately $2.5 million. We terminated the 2019 ATM Agreement on July 31, 2019.

In March 2019, we completed a private placement of 8,426,750 shares of common stock at $0.93 per share. Proceeds from the private placement, net of offering costs, were approximately $7.8 million.

In August 2019, we completed a public offering of 14,526,315 shares of common stock at a price of $0.95 per share. Proceeds from the public offering, net of underwriting discounts, commissions and offering expenses were approximately $12.7 million.

In November 2019, we entered into a second ATM Agreement, or the "Second 2019 ATM Agreement," under which we were authorized to issue and sell shares of our common stock having aggregate sales proceeds of up to $20.0 million from time to time. We paid a commission of 3% of the gross proceeds from the sales of our common stock under the Second 2019 ATM Agreement. In the year ended December 31, 2019, we issued and sold 10,440,908 shares of common stock under the second 2019 ATM Agreement, representing all the capacity of Second ATM Agreement, resulting in net proceeds of approximately $19.3 million.

In February 2020, we entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP, or Perceptive, for a senior secured term loan facility of up to $35 million, which we refer to as the Perceptive Credit Agreement. A first tranche of $5 million was funded on execution of the Perceptive Credit Agreement. A second tranche of $15 million was funded as a result of the approval of Twirla by the FDA. Another $15 million tranche will be available upon the achievement of certain revenue milestones. The facility will be interest only until the third anniversary of the closing date.

We have not generated any revenue and have never been profitable for any year. Our net loss was $18.6 million, $19.8 million and $28.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. We expect to incur increased expenses and increasing operating losses for the foreseeable future as we commercialize Twirla. This includes completing the qualification and validation of our commercial manufacturing process, initiating pre-launch commercial activities, commercially launching Twirla, advancing our other potential product candidates and expanding our research and development programs. We will require additional capital to fund these activities and to advance the development of our other potential product candidates.

Going Concern

As of December 31, 2019, we had cash and cash equivalents of $34.5 million. Additionally, in February 2020, we received $20.0 million in gross proceeds under the Perceptive Credit Agreement. We believe that our cash and cash equivalents as of December 31, 2019, along with the proceeds of the Perceptive Credit Agreement we have received to date, will be sufficient to meet our projected operating requirements through the end of 2020. We will require additional capital to fund our



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operating needs beyond 2020, which we expect primarily will consist of commercializing Twirla, and exploring the advancement of our existing pipeline and its possible expansion through business development activities.

Our future success depends on our ability to raise additional capital and/or implement various strategic alternatives. Our ability to continue operations beyond 2020 will depend on our ability to obtain additional funding, as to which no assurances can be given. Based upon the foregoing, management has concluded that there is substantial doubt about our ability to continue as a going concern for twelve months from the date of filing of this Annual Report on Form 10-K. There can be no assurance that any financing by us can be realized, or if realized, what the terms of any such financing may be, or that any amount that we are able to raise will be adequate.

We continue to analyze strategic and financing alternatives, potential asset sales as well as mergers and acquisitions. We cannot be certain that these initiatives or raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, whether through the issuance of equity or convertible debt securities, or any combination thereof, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders will experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with pharmaceutical partners, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, including Twirla, or grant licenses on terms that may not be favorable to us. If we are unable to obtain funds when needed or on acceptable terms, we then may be unable to complete the commercialization of Twirla and may also be required to further cut operating costs, forego future development and other opportunities and may need to seek bankruptcy protection.

The financial statements as of December 31, 2019 have been prepared under the assumption that we will continue as a going concern for the next 12 months. Our ability to continue as a going concern is dependent upon our uncertain ability to obtain additional capital, reduce expenditures and/or execute on our business plan and successfully launch Twirla. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We do not own any manufacturing facilities and rely on our contract manufacturer, Corium, for all aspects of the manufacturing of Twirla. We will need to continue to invest in the manufacturing process for Twirla, and incur significant expenses, in order to complete the validation of Corium's commercial manufacturing line for Twirla and be capable of supplying projected commercial quantities of Twirla. In September 2019, we re-started manufacturing development at Corium. We are currently working with Corium to complete manufacturing development, process improvements, and pre-validation work. Our goal is to manufacture three validation batches of Twirla and complete the validation of the commercial manufacturing process in the second half of 2020. We expect to incur significant expenses in order to create an infrastructure to support the commercialization of Twirla, including sales, marketing, distribution, medical affairs and compliance functions.

We have incurred and will continue to incur additional costs associated with operating as a public company. Accordingly, we will need additional capital to support our continuing operations and other potential product candidates in our pipeline in addition to the commercial activities required for the pre-launch and launch of Twirla. We will seek to fund our operations through public or private equity or debt financings or other sources, which may include collaborations with third parties. Adequate additional capital may not be available to us on acceptable terms, or at all. Our failure to raise additional capital as and when needed would have a negative impact on our financial condition and our



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ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.

Financial Operations Overview

Revenue

To date, we have not generated any revenue. In the future, we may generate revenue from product sales, license fees, milestone payments and royalties from the sale of products developed using our intellectual property. Our ability to generate revenue and become profitable depends on our ability to successfully commercialize Twirla and any product candidates that we may advance in the future. If we fail to successfully commercialize Twirla, or any other product candidates we advance in a timely manner or obtain regulatory approval for them, our ability to generate future revenue, and our results of operations and financial position, will be adversely affected.

Research and Development Expenses

Since our inception, we have focused our resources on our research and development activities. Research and development expenses consist primarily of costs incurred for the development of Twirla and other current and future potential product candidates, and include:



        º •
        º expenses incurred under agreements with contract research
          organizations, or CROs, and investigative sites that conduct our
          clinical trials and preclinical studies;

        º •
        º employee-related expenses, including salaries, benefits, travel and
          stock-based compensation expenses;

        º •
        º the cost of acquiring, developing and manufacturing clinical trial
          materials, including the supply of our potential product candidates;

        º •
        º costs associated with research, development and regulatory activities;
          and

        º •
        º costs associated with equipment scale-up required for commercial
          manufacturing.

Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to us by our third-party vendors.

Research and development activities are central to our business model and to date, our research and development expenses have been related primarily to the development of Twirla. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We do not currently utilize a formal time allocation system to capture expenses on a project-by-project basis, as the majority of our past and planned expenses have been and will be in support of Twirla.



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For the years ended December 31, 2019, 2018 and 2017, our research and development expenses were approximately $9.9 million, $9.8 million and $14.4 million, respectively. The following table summarizes our research and development expenses by functional area.



                                                     Year ended December 31,
                                                    2019       2018       2017
                                                          (In thousands)
        Clinical development                      $   1,781   $ 1,318   $  2,386
        Regulatory                                    2,990       562      1,348
        Personnel related                             1,669     2,162      2,440
        Manufacturing-commercialization               2,876     4,306      5,917
        Manufacturing                                    20       155      1,153
        Stock-based compensation                        522     1,274      1,184

        Total research and development expenses   $   9,858   $ 9,777   $ 14,428

It is difficult to determine with any certainty the exact duration and completion costs of any of our future clinical trials of Twirla or our current and future potential product candidates we may advance. It is also difficult to determine if, when or to what extent we will generate revenue from the commercialization and sale of Twirla our potential product candidates that obtain regulatory approval.

The duration, costs and timing of clinical trials and development of our other potential product candidates in addition to conducting required post-marketing studies for Twirla will depend on a variety of factors, including the uncertainties of future clinical trials and preclinical studies, the rate of subject enrollment, obtaining additional capital, and significant and changing government regulation. In addition, the probability of success for each product candidate will depend on numerous factors, including competition, manufacturing capability and commercial viability. A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA, or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in enrollment in any of our clinical trials, or experience issues with our manufacturing capabilities we could be required to expend significant additional financial resources and time with respect to the development of that product candidate. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each product candidate, as well as an assessment of each product candidate's commercial potential. Substantially all of our resources are currently dedicated to commercializing Twirla. We will require additional capital to fund our operating needs beyond 2020, which we expect primarily will consist of commercializing Twirla, and exploring the advancement of our existing pipeline and its possible expansion through business development activities.

General and Administrative Expenses

General and administrative expenses consist principally of salaries and related costs for personnel in executive, finance and administrative functions including payroll taxes and health insurance, stock-based compensation and travel expenses. Other general and administrative expenses include facility-related costs, insurance and professional fees for legal, patent review, consulting and accounting services. General and administrative expenses are expensed as incurred.

For the years ended December 31, 2019, 2018 and 2017, our general and administrative expenses totaled approximately $9.0 million, $8.7 million and $12.4 million, respectively. In January 2018, following our receipt of the 2017 CRL, we significantly scaled back our preparations for the commercialization of Twirla, including commercial pre-launch activities, pending our ability to address



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the 2017 CRL and receive approval of Twirla. With the recent approval of Twirla, we intend to commercialize Twirla in the United States through a contract sales force. We anticipate that our general and administrative expenses will increase in the future with the commercialization of Twirla. These increases will likely include increased selling and marketing costs, including payroll and operating costs, related to the commercial launch of Twirla, legal and accounting services, stock registration and printing fees, addition of new personnel to support compliance and communication needs, increased insurance premiums, outside consultants and investor relations.

Critical Accounting Policies and Significant Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosures. On an ongoing basis, our actual results may differ significantly from our estimates.

Our significant accounting policies are described in more detail in the notes to our financial statements appearing elsewhere in this Annual Report on Form 10-K. We believe the following accounting policies to be most critical to the judgments and estimates used in the preparation of our financial statements.

Accrued Research and Development Expenses

As part of the process of preparing our financial statements, we are required to estimate our accrued expenses, particularly for product development costs. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of services performed and the associated costs incurred for the services when we have not yet been invoiced or otherwise notified of the actual costs. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with service providers and make adjustments as necessary. Examples of estimated accrued research and development expenses include:



        º •
        º fees paid to CROs in connection with clinical studies;

        º •
        º fees paid to investigative sites in connection with clinical studies;

        º •
        º fees paid to vendors in connection with preclinical development
          activities;

        º •
        º fees paid to vendors related to product manufacturing, development and
          distribution of clinical supplies; and

        º •
        º fees paid to a third-party manufacturer in connection with the
          development of our commercial manufacturing process.

We base our expenses related to clinical studies on our estimates of the services received and efforts expended pursuant to contracts with multiple CROs that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of subjects and the completion of clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed, enrollment of subjects, number of sites activated and the level of effort to be expended in each period. If the actual timing of the performance of services or the



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level of effort varies from our estimate, we adjust the accrued liability or prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in our reporting amounts that are too high or too low in any particular period. Based on historical experience, actual results have not been materially different from our estimates. As of December 31, 2019, we did not have any ongoing clinical trials.

Warrant Liability

We account for warrants to purchase common stock in accordance with Accounting Standards Codification, or ASC, 480, Distinguishing Liabilities from Equity. ASC 480 requires that a financial instrument, other than an outstanding share, that, at inception, is indexed to an obligation to repurchase the issuer's equity shares, regardless of the timing or the probability of the redemption feature and may require the issuer to settle the obligation by transferring assets classified as a liability. We measure the fair value of our warrant liability using the Black-Scholes option-pricing model with changes in fair value recognized as increases or reductions to other income (expense) in the statement of operations.

In connection with the completion of our initial public offering in May 2014, the warrants to purchase shares of Series A-1 and Series A-2 preferred stock expired unexercised and the warrants to purchase shares of Series C preferred stock automatically converted into warrants to purchase shares of common stock. Prior to January 1, 2019, warrants with non-standard anti-dilution provisions (referred to as down round protection) were classified as liabilities and re-measured each reporting period. On January 1, 2019, we adopted the provisions of Accounting Standards Update ("ASU") 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception, which indicates that a down round feature no longer precludes equity classification when assessing whether an investment is indexed to an entity's own stock. We used a modified retrospective approach to adoption, which does not restate our financial statements as of the prior year end (December 31, 2018). The cumulative effect of adoption of ASU 2017-11 resulted in an adjustment to accumulated deficit as of January 1, 2019 of $0.2 million with a corresponding adjustment to additional paid-in capital. Warrants to purchase 62,505 shares of common stock at $6.00 per share expired on December 14, 2019, and none of these warrants were outstanding as of December 31, 2019.

The warrants issued in connection with our debt financing completed in February 2015 are classified as a component of stockholders' equity. The value of such warrants was determined using the Black-Scholes option-pricing model. As of December 31, 2019, there were outstanding 180,274 warrants to purchase common stock at $5.89 per share related to this debt financing. These warrants expire on February 24, 2020.

As part of the February 2020 Perceptive Credit Agreement, we issued Perceptive warrants to purchase 1,400,000 shares of Agile common stock. The per share exercise price for 700,000 shares is $3.74, which is equal to the 5-day volume weighted average exercise price ("5 Day VWAP") as of the trading day immediately prior to closing. The per share exercise price for the remaining 700,000 shares of our common stock is $4.67, which is 1.25 times the 5 Day VWAP.

Stock-Based Compensation

We account for stock-based compensation under ASC 718, Accounting for Stock Based Compensation, under which compensation expense is generally recognized over the vesting period of the award. Determining the amount of stock-based compensation to be required requires us to develop estimates of fair values of stock options as of the grant date.



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We account for stock-based compensation by measuring and recognizing expense for all stock-based payments made to employees and directors based on estimated grant date fair values. We use the straight-line method to allocate compensation cost to reporting periods over each optionee's requisite service period, which is generally the vesting period. We estimate the fair value of our stock-based awards to employees and directors using the Black-Scholes option valuation model, or Black-Scholes model. The Black-Scholes model requires the input of subjective assumptions, including the expected stock price volatility, the calculation of expected term and the fair value of the underlying common stock on the date of grant, among other inputs. The risk-free interest rate was determined with the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options.

We also award restricted stock units ("RSUs") to employees and our board of directors (the "Board"). RSUs are generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. We expense the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs at the date of grant, ratably over the period during which the vesting restrictions lapse. Cost associated with performance-based restricted stock units with a performance condition which affects the vesting is recognized only if the performance condition is probable of being satisfied.

Comparison of Years Ended December 31, 2019 and 2018



                                               Year ended December 31,
                                              2019               2018          Change
                                                            (In thousands)
  Operating expenses:
  Research and development                $       9,858    $          9,777   $     81
  General and administrative                      9,000               8,739        261
  Restructuring costs                                 -               1,019     (1,019 )

  Total operating expenses                       18,858              19,535       (677 )

  Other income (expense)
  Interest income                                   252                 366       (114 )
  Interest expense                                    -              (1,116 )    1,116
  Change in fair value of warrants                    -                  29        (29 )

  Total other income (expense), net                 252                (721 )      973
  Loss before benefit from income taxes         (18,606 )           (20,256 )    1,650
  Benefit from income taxes                           -                 477       (477 )

  Net loss                                $     (18,606 )  $        (19,779 ) $  1,173

Research and development expenses. Research and development expenses increased by $0.1 million, or 0.8%, from $9.8 million for the year ended December 31, 2018 to $9.9 million for the year ended December 31, 2019. This overall increase in research and development expenses was primarily due to the following:



        º •
        º an increase in regulatory expense of $2.4 million for the year ended
          December 31, 2019 as compared to the year ended December 31, 2018.
          This increase is primarily related to consulting fees incurred in
          connection with the resubmission of our NDA for Twirla as well as
          costs associated with the preparation for and attendance at the FDA
          advisory committee meeting;

        º •
        º an increase in clinical development expenses of $0.5 million for the
          year ended December 31, 2019 as compared to the year ended
          December 31, 2018. This increase primarily relates to the

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          costs associated with the comparative wear study of Twirla and Xulane
          which was initiated and completed during the first quarter of 2019;

        º •
        º a decrease in manufacturing commercialization expenses of $1.5 million
          for the year ended December 31, 2019 as compared to the year ended
          December 31, 2018. This decrease from 2019 to 2018 reflects reduced
          activity associated with the scale-up and on-going qualification of
          the commercial manufacturing equipment primarily as a result of the
          receipt of the 2017 CRL. Costs related to the qualification,
          validation and manufacture of Twirla were recorded as research and
          development expenses until we received approval for the Twirla NDA;

        º •
        º a decrease in stock compensation expense of $0.8 million for the year
          ended December 31, 2019 as compared to the year ended December 31,
          2018. This decrease is primarily the result of a lower stock price
          associated with the January 2019 stock option grants as compared to
          the January 2018 stock option grants; and

        º •
        º a decrease in personnel-related expenses of $0.5 million for the year
          ended December 31, 2019 as compared to the year ended December 31,
          2018. This decrease is primarily the result of the reduction in
          workforce that was announced in June 2018 as part of our restructuring
          efforts.

General and administrative expenses. General and administrative expenses increased by $0.3 million, or 3.0%, from $8.7 million for the year ended December 31, 2018 to $9.0 million for the year ended December 31, 2019. This overall increase in general and administrative expenses was primarily due to the following:



        º •
        º an increase in professional fee expense of $0.8 million for the year
          ended December 31, 2019 as compared to the year ended December 31,
          2018. This increase primarily relates to the use of financial
          consultants and recruiting and search fees;

        º •
        º an increase in advertising and promotion costs of $0.4 million for the
          year ended December 31, 2019 compared to the year ended December 31,
          2018. This increase relates to additional promotional activities as we
          prepared for the commercialization of Twirla;

        º •
        º an increase in insurance costs of $0.2 million for the year ended
          December 31, 2019 compared to the year ended December 31, 2018; and

        º •
        º a decrease in stock compensation expense of $1.1 million for the year
          ended December 31, 2019 compared to the year ended December 31, 2018.
          This decrease is primarily the result of a lower stock price
          associated with the January 2019 stock option grants as compared to
          the January 2018 stock option grants.

Restructuring costs. In June 2018, we announced a reduction in our workforce, which resulted in the termination of several employees primarily from our commercial and clinical teams, representing approximately thirty percent of our employees. This workforce reduction, along with other reductions in planned operating expenses was designed to preserve cash while we pursued formal dispute resolution with the FDA for Twirla and as we determine the regulatory path forward for the resubmission of our NDA for Twirla. In addition, in June 2018, we also announced that we had adopted a retention plan to provide (i) cash retention payments to be made to all remaining employees in order to induce such employees to remain employed by us through December 31, 2018 and (ii) stock option grants to all remaining employees in order to induce such employees to remain employed by us through December 31, 2019. Restructuring costs of $1.0 million for the year ended December 31, 2018 represent $0.4 million of severance-related costs and $0.6 million of costs related to the accrual of the retention bonus.

Interest income. Interest income comprises interest income earned on cash and cash equivalents.



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Interest expense. Interest expense was primarily attributable to our term loan with Hercules for the year ended December 31, 2018. Interest expense also includes the amortization of the discount associated with allocating value to the common stock warrants issued to Hercules, the amortization of the deferred financing costs associated with the term loan and the accrual of the final payment due to Hercules. We had no interest expense for the year ended December 31, 2019 as the Hercules loan was paid in full in 2018.

Change in fair value of warrants. Prior to our adoption of Accounting Standards Update, or ASU 2017-1, on January 1, 2019 (See Note 2 to the financial statements), certain of our warrants to purchase shares of our common stock were recorded at fair value and were subject to re-measurement at each balance sheet date. These liabilities are re-measured at each balance sheet date with the corresponding charge to earnings recorded within change in fair value of warrant liability. The fair value of the common stock warrants with non-standard anti-dilution provisions are determined using the Black-Scholes option pricing model which incorporates a number of assumptions and judgments to estimate the fair value of these warrants including the fair value per share of the underlying stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield, credit spread and expected volatility of the price of the underlying stock. During the year ended December 31, 2018, we reported income of $29 thousand related to the decrease in the fair value of the warrants.

Benefit from income taxes. For the years ended December 31, 2019 and December 31, 2018, we received $0.0 million and $0.5 million, respectively, from the sale of New Jersey state Net Operating Loss Carryovers, or NOLs, as part of the Technology and Business Tax Certificate Program, or the Program. The Program enables approved biotechnology companies to sell their unused NOLs and unused Research and Development Tax Credits for at least 80% of the value of the tax benefits to unaffiliated, profitable corporate taxpayers in the State of New Jersey. The New Jersey Economic Development Authority and the New Jersey Department of the Treasury's Division of Taxation administer the Program. We have reached the maximum lifetime benefit of $15.0 million under the Program and are no longer eligible to participate in the Program.

Comparison of Years Ended December 31, 2018 and 2017



                                               Year ended December 31,
                                              2018               2017          Change
                                                            (In thousands)
  Operating expenses:
  Research and development                $       9,777    $         14,428   $ (4,651 )
  General and administrative                      8,739              12,383     (3,644 )
  Restructuring costs                             1,019                   -      1,019

  Total operating expenses                       19,535              26,811     (7,276 )

  Other income (expense)
  Interest income                                   366                 282         84
  Interest expense                               (1,116 )            (1,918 )      802
  Change in fair value of warrants                   29                 143       (114 )

  Total other income (expense), net                (721 )            (1,493 )      772
  Loss before benefit from income taxes         (20,256 )           (28,304 )    8,048
  Benefit from income taxes                         477                   -        477

  Net loss                                $     (19,779 )  $        (28,304 ) $  8,525





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Research and development expenses. Research and development expenses decreased by $4.6 million, or 32%, from $14.4 million for the year ended December 31, 2017 to $9.8 million for the year ended December 31, 2018. This overall decrease in research and development expenses was primarily due to the following:



        º •
        º a decrease in manufacturing commercialization expenses of $2.4 million
          for the year ended December 31, 2018 as compared to the year ended
          December 31, 2017. This decrease reflects reduced activity associated
          with the scale-up process and the on-going qualification process of
          the commercial manufacturing equipment primarily as a result of the
          receipt of the 2017 CRL. Costs related to the qualification,
          validation and manufacture of Twirla were recorded as research and
          development expenses until we received approval for the Twirla NDA;

        º •
        º a decrease in clinical development expenses of $1.1 million for the
          year ended December 31, 2018 as compared to the year ended
          December 31, 2017. This decrease primarily relates to the completion
          of the close-out activities associated with our SECURE clinical trial
          during 2017. There were no external costs related to the SECURE
          clinical trial incurred during the year ended December 31, 2018; and

        º •
        º a decrease in regulatory expenses of $0.8 million for the year ended
          December 31, 2017 as compared to the year ended December 31, 2018.
          This decrease primarily relates to reduction of regulatory activity
          during the year ended December 31, 2018 as compared the year ended
          December 31, 2017. Regulatory expenses for the year ended December 31,
          2017 included external costs associated with the preparation of our
          NDA resubmission and response to the FDA's CRL received by us in
          February 2013.

General and administrative expenses. General and administrative expenses decreased by 3.7 million, or 29%, from $12.4 million for the year ended December 31, 2017 to $8.7 million for the year ended December 31, 2018. This decrease in general and administrative expense was primarily due to the following:



        º •
        º a decrease in commercial development expense of $3.2 million for the
          year ended December 31, 2018 as compared to the year ended
          December 31, 2017. This decrease relates to the suspension of our
          pre-commercialization activities such as brand building, advocacy and
          consulting as a result of the receipt of the 2017 CRL;

        º •
        º a decrease in professional fees expense of $0.8 million for the year
          ended December 31, 2018 compared to the year ended December 31, 2017.
          This decrease is primarily the result of a reduction in the use of
          consultants and lower legal and patent-related costs; and

        º •
        º an increase in personnel costs of $0.7 million for the year ended
          December 31, 2018 compared to the year ended December 31, 2017, which
          partially offsets the decreases discussed above. This increase relates
          to the addition of personnel during the second half of 2017 to help
          prepare for launch of Twirla, if approved.

Restructuring costs. In June 2018, we announced a reduction in our workforce, which resulted in the termination of several employees primarily from our commercial and clinical teams, representing approximately thirty percent of our employees. This workforce reduction, along with other reductions in planned operating expenses was designed to preserve cash while we pursued formal dispute resolution with the FDA for Twirla and as we determine the regulatory path forward for the resubmission of our NDA for Twirla. In addition, in June 2018, we also announced that we had adopted a retention plan to provide (i) cash retention payments to be made to all remaining employees in order to induce such employees to remain employed by us through December 31, 2018 and (ii) stock option grants to all remaining employees in order to induce such employees to remain employed by us through December 31, 2019. Restructuring costs of $1.0 million for the year ended December 31, 2018



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represent $0.4 million of severance-related costs and $0.6 million of costs related to the accrual of the retention bonus.

Interest income. Interest income comprises interest income earned on cash and cash equivalents.

Interest expense. Interest expense is primarily attributable to our term loan with Hercules for the years ended December 31, 2018 and 2017. Interest expense also includes the amortization of the discount associated with allocating value to the common stock warrants issued to Hercules, the amortization of the deferred financing costs associated with the term loan and the accrual of the final payment due to Hercules. Interest expense decreased by $0.8 million, or 42% from $1.9 million for the year ended December 31, 2017 to $1.1 million for the year ended December 31, 2018. This decrease is primarily the result of a decrease in the principal outstanding under our term loan with Hercules for the year ended December 31, 2018 as compared to the year ended December 31, 2017. The term loan with Hercules was paid off on December 1, 2018 and accordingly, we expect no interest expense with respect to the Hercules loan in 2019.

Change in fair value of warrants. Certain of our warrants to purchase shares of our common stock are recorded at fair value and are subject to re-measurement at each balance sheet date. These liabilities are re-measured at each balance sheet date with the corresponding charge to earnings recorded within change in fair value of warrant liability. The fair value of the common stock warrants with non-standard anti-dilution provisions are determined using the Black-Scholes option pricing model which incorporates a number of assumptions and judgments to estimate the fair value of these warrants including the fair value per share of the underlying stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield, credit spread and expected volatility of the price of the underlying stock. During the year ended December 31, 2018, we reported income of $29 thousand related to the decrease in the fair value of the warrants as compared to income of $143 thousand for the year ended December 31, 2017.

Benefit from income taxes. For the year ended December 31, 2018, we received $0.5 million from the sale of New Jersey state Net Operating Loss Carryovers, or NOLs, as part of the Technology and Business Tax Certificate Program, or the Program. We did not receive any payments under the Program during the year ended December 31, 2017. The Program enables approved biotechnology companies to sell their unused NOLs and unused Research and Development Tax Credits for at least 80% of the value of the tax benefits to unaffiliated, profitable corporate taxpayers in the State of New Jersey. The New Jersey Economic Development Authority and the New Jersey Department of the Treasury's Division of Taxation administer the Program. We have reached the maximum lifetime benefit of $15.0 million under the Program and are no longer eligible to participate in the Program.

Net Operating Losses and Tax Carryforwards

As of December 31, 2019, we had approximately $231.5 million of federal and $92.4 million of state net operating loss carryforwards. We also potentially have federal and state research and development tax credits which would offset future taxable income. We have not completed a study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since our inception, due to the significant costs and complexities associated with such studies. Accordingly, our ability to utilize the aforementioned carryforwards may be limited. Additionally, for federal net operating losses generated prior to 2018, U.S. tax laws limit the time during which these carryforwards may be utilized against future taxes. As a result, we may not be able to take full advantage of these carryforwards for federal and state tax purposes. As of December 31, 2019, all of our net operating losses were fully offset by a valuation allowance.

On December 22, 2017, the United States Congress and the Administration approved a bill reforming the US corporate income tax code which reduced our corporate tax rate from 34% to 21%



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effective January 1, 2018. The carrying value of our deferred tax assets is also determined by the enacted US corporate income tax rate. Consequently, any changes in the US corporate income tax rate will impact the carrying value of our deferred tax assets. Under the new corporate income tax rate of 21%, deferred income tax assets decreased by $26.5 million with a corresponding decrease to the valuation allowance. There was no net effect of the tax reform enactment on financial statements.

Liquidity and Capital Resources

In January 2019, we entered into the 2019 ATM Agreement under which we were authorized to issue and sell shares of our common stock having aggregate sales proceeds of up to $10.0 million from time to time. We paid a commission of 3% of the gross proceeds from the sales of our common stock under the 2019 ATM Agreement. In the year ended December 31, 2019, we sold 1,801,528 shares of common stock under the 2019 ATM Agreement, resulting in net proceeds of approximately $2.5 million. We terminated the 2019 ATM Agreement on July 31, 2019.

In March 2019, we completed a private placement of 8,426,750 shares of common stock at $0.93 per share. Proceeds from our private placement, net of offering costs were approximately $7.8 million.

In August 2019, we completed a public offering of 14,526,315 shares of our common stock at a price of $0.95 per share. Proceeds from the public offering, net of underwriting discounts, commissions and offering expenses were approximately $12.7 million.

In November 2019, we entered into the second 2019 ATM Agreement under which we were authorized to issue and sell shares of our common stock having aggregate sales proceeds of up to $20.0 million from time to time. We paid a commission of 3% of the gross proceeds from the sales of our common stock under the second 2019 ATM Agreement. In the year ended December 31, 2019, we sold 10,440,908 shares of common stock under the second 2019 ATM Agreement, representing all the capacity available, resulting in net proceeds of approximately $19.3 million.

At December 31, 2019, we had cash and cash equivalents totaling $34.5 million. We invest our cash equivalents in short-term highly liquid, interest-bearing investment-grade and government securities in order to preserve principal.



    The following table sets forth the primary sources and uses of cash for the
periods indicated:

                                                       Year Ended December 31,
                                                 2019            2018           2017
                                                            (In thousands)

Net cash used in operating activities $ (15,689 ) $ (16,895 ) $ (24,560 ) Net cash used in investing activities

                (98 )             (318 )    (1,313 )
Net cash provided by (used in) financing
activities                                        42,415            (10,888 )    13,075

Net increase (decrease) in cash and cash
equivalents                                    $  26,628   $        (28,101 ) $ (12,798 )





Operating Activities

We have incurred significant costs in the area of research and development, including CRO fees, manufacturing, regulatory and other clinical trial costs, as Twirla was being developed. Net cash used in operating activities was $15.7 million for the year ended December 31, 2019 and consisted of a net loss of $18.6 million and an increase in prepaid expenses of $0.2 million, which was offset by non-cash stock-based compensation expense of $1.8 million and depreciation and amortization of $0.2 million as well as an increase in accounts payable, accrued expenses and other liabilities of $1.1 million which reflects increased commercial development and commercial manufacturing expenses related to the initialization of pre-commercialization activities for Twirla. Net cash used in operating activities was $16.9 million for the year ended December 31, 2018 and consisted of a net loss of $19.8 million which



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was offset, in part, by non-cash stock-based compensation expense of $3.6 million and non-cash interest expense of $0.3 million as well as a decrease in accounts payable and accrued liabilities of $1.2 million which reflects higher manufacturing commercialization expenses and the accrued loan fee which were both paid in 2018. Net cash used in operating activities was $24.6 million for the year ended December 31, 2017 and consisted of a net loss of $28.3 million which was offset, in part, by non-cash compensation and non-cash interest expense of $4.3 million as well as a decrease in prepaid clinical trial costs of $1.8 million. Cash used in operations in 2018 was offset, in part, by the proceeds received from the sale of New Jersey NOLs.

Investing Activities

Net cash used in investing activities for the years ended December 31, 2019, 2018 and 2017 was $0.1 million, $0.3 million and $1.3 million, respectively. Cash used in investing activities for these years primarily represents the acquisition of equipment to be used in the commercialization of Twirla.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2019 was $42.4 million which primarily represented net proceeds of $7.8 million received from the issuance of 8,426,750 shares of our common stock in a private placement, net proceeds of $12.7 million from the sale of 14,526,315 shares of common stock through a public offering, and net proceeds of approximately $21.8 million from the sale of a total of 12,242,436 shares of our common stock through two at-the-market, or ATM, sales programs. Net cash used in financing activities for the year ended December 31, 2018 was $10.9 million which represented principal payments under the Hercules Loan Agreement which began on February 1, 2017 and were completed on December 1, 2018. Net cash provided by financing activities for the year ended December 31, 2017 was $13.1 million which included net proceeds of $18.5 million received from the sale of 5,333,334 shares of common stock, offset, in part, by principal payments of $5.6 million under the Hercules Loan Agreement, which began on February 1, 2017.

Funding Requirements and Other Liquidity Matters

We believe that our cash and cash equivalents as of December 31, 2019, along with the proceeds of the Perceptive Credit Agreement that we have received to date, will be sufficient to meet our projected operating requirements through 2020. We will require additional capital to fund our operating needs beyond 2020, including, among other items, the commercialization of Twirla, and advancing the development of our other potential product candidates.

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially as we:



        º •
        º establish a sales and marketing infrastructure to commercialize Twirla
          in the United States;

        º •
        º continue the equipment qualification and validation related to
          Corium's manufacturing facility in preparation for commercial
          operations;

        º •
        º continue to evaluate additional line extensions for Twirla and
          initiate development of potential product candidates in addition to
          Twirla;

        º •
        º maintain, leverage and expand our intellectual property portfolio; and

        º •
        º add operational, financial and management information systems and
          personnel, including personnel to support our product development and
          future commercialization efforts.

We may also need to raise additional funds sooner if we choose to accelerate components of our commercial plan or we encounter any unforeseen events that affect our current business plan, or we may choose to raise additional funds to provide us with additional working capital. Adequate additional



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funding may not be available to us on acceptable terms, or at all. If we are unable to raise additional capital when needed or on attractive terms or are unable to enter into strategic collaborations, we then may be unable to successfully commercialize Twirla and may also be required to further cut operating costs, forgo future development and other opportunities or even terminate our operations, which may involve seeking bankruptcy protection. Because of the numerous risks and uncertainties associated with such developments, including, among other things, manufacturing scale up, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the commercialization of Twirla. Our future capital requirements will depend on many factors, including:



        º •
        º the costs of the equipment qualification and validation related to the
          expansion of Corium's manufacturing facility in preparation for
          commercial operations;

        º •
        º the costs of future commercialization activities, including the
          commercial launch, product sales, marketing, manufacturing and
          distribution, for Twirla;

        º •
        º the revenue, if any, received from commercial sales of Twirla;

        º •
        º the costs of preparing, filing and prosecuting patent applications,
          maintaining and enforcing our intellectual property rights and
          defending intellectual property-related claims; and

        º •
        º the costs associated with any potential business or product
          acquisitions, strategic collaborations, licensing agreements or other
          arrangements that we may establish.

Except for the remaining tranche under the Perceptive Credit Agreement, which is contingent upon achieving certain revenue milestones, we do not have any committed external source of funds. Until such time, if ever, as we can generate substantial cash flows from product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements.

Going Concern

As of December 31, 2019, we had cash and cash equivalents of $34.5 million. Additionally, in February 2020, we entered into the Perceptive Credit Agreement. A first tranche of $5 million was funded on execution of the agreement. A second tranche of $15 million was funded as a result of the approval of Twirla by the FDA (see Note 15). We believe that our cash and cash equivalents as of December 31, 2019 along with the proceeds of the Perceptive Credit Agreement we have received to date, will be sufficient to meet our projected operating requirements through the end of 2020. We will require additional capital to fund our operating needs beyond 2020, which we expect primarily will consist of commercializing Twirla, and exploring the advancement of our existing pipeline and its possible expansion through business development activities.

Our future success depends on our ability to raise additional capital and/or implement various strategic alternatives. We continue to analyze strategic and financing alternatives, potential asset sales as well as mergers and acquisitions. We cannot be certain that these initiatives or raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, whether through the issuance of equity or convertible debt securities, or any combination thereof, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current shareholders may experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with pharmaceutical partners, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, including Twirla, or grant licenses on terms that may not be favorable to us. If we are unable to obtain funds when needed or on acceptable terms, we may



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be required to curtail our current development programs, cut operating costs, forego future development and other opportunities and may need to seek bankruptcy protection.

The financial statements as of December 31, 2019 have been prepared under the assumption that we will continue as a going concern for the next 12 months following the date this Annual Report on Form 10-K is filed. Our ability to continue as a going concern is dependent upon our uncertain ability to obtain additional capital, reduce expenditures and/or execute on our business plan and successfully launch Twirla. The audited financial statements as of December 31, 2019 do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2019 that will affect our future liquidity:



                                Less than                                       More than
                      Total      1 year        1 - 3 years      3 - 5 years      5 years
                                             (In thousands)
    Operating lease      191           191                 -               -             -

    Total             $  191   $       191   $             -   $           -   $         -




Our operating lease commitment relates to our lease of office space in Princeton, New Jersey. In August 2015, we renewed this lease with the new term to expire in November 2020. We are currently seeking new facilities or considering expanding existing facilities as we consider adding employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Shelf Registration Statements

On November 2, 2018, we filed a universal shelf registration statement with the SEC for the issuance of common stock, preferred stock, warrants, rights, debt securities and units up to an aggregate amount of $100.0 million, which we refer to as the 2018 Shelf Registration Statement. On November 14, 2018, the 2018 Shelf Registration Statement was declared effective by the SEC.

On January 23, 2019, we filed a prospectus supplement to our 2018 Shelf Registration Statement registering an at-the-market offering program we entered into for the sale of up to $10.0 million of shares of our common stock. In the year ended December 31, 2019, we sold a total of 1,801,528 shares of our common stock under this ATM program resulting in net proceeds of approximately $2.5 million. We terminated this at-the-market offering program on July 31, 2019.

In August 2019, we filed a prospectus supplement to our 2018 Shelf Registration Statement registering a public offering of 14,526,315 shares of common stock at a price of $0.95 per share. Proceeds from the public offering, net of underwriting discounts, commissions and offering expenses, were approximately $12.7 million.

On November 8, 2019, we filed a prospectus supplement to our 2018 Shelf Registration Statement registering an at-the-market offering program we entered into for the sale of up to $20.0 million of shares of our common stock. In the year ended December 31, 2019, we sold a total of 10,440,908 shares of our common stock under this ATM program, representing all the capacity, resulting in net proceeds of approximately $19.3 million.

Recent Accounting Pronouncements

See Note 2 to our financial statements that discusses new accounting pronouncements.



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Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.

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