Forward-Looking Information

The interim financial statements and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our audited financial statements and accompanying notes for the year ended December 31, 2019 and 2018 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2020 (the "2019 Annual Report"). In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Please see "Risk Factors" beginning on page [15] of this Quarterly Report on Form 10-Q for a discussion of certain risk factors applicable to our business, financial condition, and results of operations. Operating results are not necessarily indicative of results that may occur for the full fiscal year or any other future period. The term "Private Synlogic" refers to Synlogic Operating Company, Inc. (formerly known as Synlogic, Inc.) prior to the consummation of the Merger. Unless otherwise indicated, references to the terms the "combined company", "Synlogic", the "Company", "we", "our" and "us" refer to Private Synlogic prior to the consummation of the Merger and Synlogic, Inc. (formerly known as Mirna Therapeutics, Inc.) and its subsidiaries upon the consummation of the Merger described herein. The term "Mirna" refers to the Mirna Therapeutics, Inc. and its subsidiaries prior to the Merger.





Overview

Business


We are a clinical-stage biopharmaceutical company focused on advancing our proprietary drug discovery and development platform to create Synthetic Biotic™ medicines. Our Synthetic Biotic medicines apply the principles and tools of synthetic biology to engineer beneficial therapeutic characteristics into microbes, transforming them into efficient and targeted biologic engines. We believe that many patients with serious diseases are underserved today based on the limitations of conventional therapeutic approaches, such as small or large molecules. Synthetic Biotic medicines have the potential to address unmet medical need by performing therapeutic mechanisms not achievable by other drug modalities. Synthetic Biotic medicines are designed to be programmed to metabolize, or consume, a toxic substance, compensate for damaged metabolic pathways in patients, or produce one or more therapeutic factors. Our platform has generated a portfolio of Synthetic Biotic medicines designed to impact both genetic and acquired metabolic diseases, as well as oncology and inflammatory disorders. In a clinical trial with our lead program SYNB1618, we have demonstrated consumption of a phenylalanine (Phe), an amino acid that accumulates in a rare metabolic disorder known as phenylketonuria (PKU), and are expanding our pipeline based on learnings from this program.

We believe we have the core competencies in synthetic biology and manufacturing, as well as translational medicine, regulatory experience and clinical development to successfully discover and develop our Synthetic Biotic medicines. In June 2019, we announced an expanded collaboration with Ginkgo Bioworks, Inc. (Ginkgo) to complement our in-house expertise in strain design and development. Ginkgo uses software and automation to program and optimize microbial strains at a large scale. Ginkgo's technology provides us with a synthetic biology-based cell programming platform for testing thousands of microbial strains to accelerate progression of early preclinical leads to drug candidates optimized for clinical development.

While we believe that our Synthetic Biotic platform has potential to address a broad range of diseases, our initial internal pipeline focus is on rare metabolic diseases. We will consider leveraging partnerships to advance programs for other diseases including oncology and inflammatory disorders. Our most advanced programs target rare metabolic diseases that could potentially be treated by oral delivery of Synthetic Biotic medicines. These includes conditions caused by a genetic mutation characterized by a dysfunctional metabolic pathway including PKU and maple syrup urine disease (MSUD), as well as acquired metabolic diseases caused by organ dysfunction, such as enteric hyperoxaluria. When delivered orally, Synthetic Biotic medicines are designed to function in the gut to consume a disease-causing toxic metabolite with the intended consequence of reducing its systemic levels. We believe that success in our metabolic disease programs will enable us to demonstrate the potential of our Synthetic Biotic medicines while bringing meaningful change to the lives of patients suffering from these debilitating conditions.

Our most advanced product candidate for the treatment of metabolic dysfunction is SYNB1618, an oral therapy intended for the treatment of PKU, a rare metabolic disease in which Phe accumulates in the body as a result of genetic defects. Elevated levels of Phe are toxic to the brain and can lead to neurological dysfunction. SYNB1618 is designed to function in the gut of patients to reduce excess Phe, with the goal of lowering levels in the blood and other tissues. SYNB1618 has received both Fast Track designation and orphan drug designation for PKU from the U.S. Food and Drug Administration (FDA). We initiated a Phase 1/2a clinical trial of an early liquid formulation of SYNB1618 in April 2018 and announced top-line data from healthy volunteers evaluated in this study in September 2018. In July 2019, we announced data that demonstrated that SYNB1618 was safe and well-tolerated and achieved proof-of-mechanism of strain activity in both healthy volunteers and patients with PKU. We have also evaluated a new lyophilized formulation of SYNB1618 in a bridging study in healthy volunteers. The study of this more patient- and commercialization-



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appropriate presentation of SYNB1618 demonstrated improved tolerability over the early liquid formulation. The next step for SYNB1618 is to conduct a Phase 2 clincial trial. This trial is designed to evaluate safety and tolerability of a solid formulation of SYNB1618 as well as its potential to lower blood Phe levels in PKU patients. Synlogic is evaluating clinical program progress as a result of the ongoing COVID-19 pandemic. While Synlogic intends to continue to work with sites to complete preparatory work, in light of the COVID-19 pandemic, it does not expect to be able to enroll subjects into its Phase 2 clinical trial of SYNB1618 until it is safe for patients to enter clinical trial sites. Synlogic now expects to initiate a Phase 2 clinical trial of SYNB1618 in the second half of 2020.

The strain design and engineering, translational research, clinical and regulatory planning and scalable manufacturing of our PKU program has informed development of future clinical candidates. We are also developing pre-clinical product candidates to address other metabolic conditions including enteric hyperoxaluria and MSUD. Enteric hyperoxaluria is a form of secondary hyperoxaluria caused by increased absorption of oxalate as a result of certain intestinal diseases, including Crohn's disease and short bowel syndrome or as a result of surgical procedures such as bariatric weight-loss surgery. The disorder can lead to a range of conditions of increasing severity from urinary tract infections to recurrent kidney stones and renal failure. MSUD is an inherited, rare metabolic disease characterized by a deficiency of enzymes required to break down certain amino acids. The most common and severe form of the disease is the classic type, which becomes apparent soon after birth and, if left untreated, can lead to seizures, coma, and death. Variant forms of the disorder become apparent later in infancy or childhood and are typically milder, but also lead to delayed development and other health problems if not treated. In our enteric hyperoxaluria program, we expect to move a clinical candidate into IND-enabling studies in 2020.

In August 2019, we announced that we were discontinuing the development of SYNB1020, an early stage clinical product candidate for the treatment of hyperammonemia. The decision to discontinue the program was based on top-line data from an interim analysis of a randomized, double-blind, placebo-controlled Phase 1b/2a study of the Synthetic Biotic medicine in 23 patients with cirrhosis and elevated blood ammonia. While SYNB1020 was well tolerated in Phase 1b/2a study, the study showed it did not lower blood ammonia in patients with cirrhosis.

We have also developed a portfolio of Synthetic Biotic medicines to treat certain cancers which are designed to modify the tumor microenvironment, activate the immune system and result in tumor reduction. We envision that multiple engineered functions could be combined in one Synthetic Biotic medicine. These Synthetic Biotic medicines could also be used in combination with other cancer therapies such as check-point inhibitors. Our first Synthetic Biotic clinical immuno-oncology (IO) candidate is SYNB1891, an intratumorally administered Synthetic Biotic medicine engineered to act as a dual innate and adaptive immune activator. SYNB1891 has been designed to activate the immune response in tumors via the E.coli Nissle chassis and production of cyclic di-AMP, an activator of the Stimulator of Interferon Genes, also referred to as the STING pathway. In January 2020, we announced that we had treated the first subject in a Phase 1 clinical trial of SYNB1891 in patients with advanced solid tumors and lymphoma. The clinical trial is designed to identify a maximum tolerated dose (MTD) of SYNB1891 delivered as a monotherapy. Once an MTD is identified, we will evaluate treatment of patients with a combination of SYNB1891 and the checkpoint inhibitor atezolizumab (Tecentriq), provided through a supply agreement with Roche. While we anticipate the Phase 1 clinical trial will remain open and currently enrolled patients will continue on trial, in light of the COVID-19 pandemic, we expect enrollment of new patients to slow which may impact the availability of data in 2020.

We are also leveraging our proprietary technology platform to develop Synthetic Biotic medicines to treat a broader range of human diseases. To achieve this goal, we collaborate with key disease experts who have developed robust models of relevant diseases and to inform our translational medicine strategy. These collaborators bring complementary expertise in preclinical development, clinical development and commercialization. Inflammatory bowel disease (IBD) is an attractive target for our technology as Synthetic Biotic medicines can be designed to locally deliver combinations of complementary therapeutics to potentially address the unmet medical need for maintenance of disease remissions. We have a collaboration with AbbVie S.à.r.l. (AbbVie) to develop Synthetic Biotic medicines for the treatment of types of IBD, including Crohn's disease and ulcerative colitis. We may enter into additional strategic partnerships in the future to maximize the value of our programs and our Synthetic Biotic platform.

In December 2019 an outbreak of a novel strain of coronavirus was identified in Wuhan, China. This virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to over 100 countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to businesses and capital markets around the world. The extent to which the coronavirus impacts us will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. At present, we are not experiencing significant impact or delays from COVID-19 on our business, operations, except as described herein.



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We currently operate in one reportable business segment-the discovery and development of Synthetic Biotic medicines. To date, we have dedicated substantially all of our activities to the research and development of our product candidates. As of March 31, 2020, we have received approximately $322.8 million in proceeds as we financed our operations through various debt and equity financing arrangements and collaboration agreements, including $8.5 million in payments received under the AbbVie Agreement, and $79.9 million in total net proceeds from the sale of our common stock and pre-funded warrants to purchase shares of common stock (the "Pre-Funded Warrants") in June 2019.

We have not generated any revenue to date from product sales and have incurred significant operating losses since our inception. We have incurred net losses of approximately $15.8 million and $12.9 million for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, we had an accumulated deficit of approximately $187.0 million, and we expect to incur losses for the foreseeable future as we develop our product candidates. We expect our expenses and capital requirements will increase substantially in connection with our ongoing activities, as we:



    •   complete preclinical studies, initiate and complete clinical trials for
        product candidates;


  • contract to manufacture product candidates;


    •   advance research and development related activities to expand our product
        pipeline;


  • seek regulatory approval for our product candidates;


  • maintain, expand and protect our intellectual property portfolio;


    •   hire additional staff, including clinical, scientific, and management
        personnel;


    •   expand our existing infrastructure and secure space in a facility to
        support continued growth in our research and development efforts; and


    •   add operational and finance personnel to support product development
        efforts and to support operating as a public company.

We do not expect to generate product revenue unless and until we successfully complete clinical development and obtain regulatory approvals for our product candidates, either alone or in collaboration with third parties. Additionally, we expect to utilize third-party contract research organizations (CROs) and contract manufacturing organizations (CMOs) to carry out our clinical development and manufacturing activities, and we do not yet have a commercial organization. If we obtain regulatory approval for any of our product candidates, we expect to incur significant expenses related to developing our internal commercialization capability to support product sales, marketing and distribution. Accordingly, we anticipate that we will seek to fund our operations through public or private equity or debt financings, collaborations or licenses, finance lease transactions or other available financing transactions. However, we may be unable to raise additional funds through these or other means when needed. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if it will be able to achieve or maintain profitability. Even if we are able to generate product revenue, we may not become profitable.



Financial Overview

Revenue

Revenue to date is generated from our collaboration agreement with AbbVie. The collaboration agreement contains multiple deliverables, which include an exclusive option for AbbVie to acquire IBDCo and research and development milestones. See Note 10, Collaboration Agreements: AbbVie Collaboration in the notes to the unaudited consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for a full discussion of the arrangement. We expect our revenue to fluctuate for the foreseeable future as it is principally based on the achievement of research and development milestones under our collaboration agreement with AbbVie.

Research and Development Expense

Research and development expense consists of expenses incurred in connection with the discovery and development of our product candidates, including the conduct of preclinical and clinical studies and product development, which are expensed as they are incurred. These expenses consist primarily of:



  • compensation, benefits and other employee related expenses;


  • supplies to support our internal research and development efforts;


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  • research and development related facility and depreciation costs; and


    •   third-party contract costs relating to research, process and formulation
        development, preclinical and clinical studies and regulatory operations.

The lengthy process of securing regulatory approvals for new drugs requires the expenditure of substantial resources. Any delay or failure to obtain regulatory approvals would materially adversely affect our product candidate development efforts and our business overall. Given the inherent uncertainties of pharmaceutical product development, we cannot estimate with any degree of certainty the likelihood, timing or cost of obtaining regulatory approval and marketing our product candidates and thus, when, if ever, our product candidates will generate revenues and cash flows.

The successful development of our product candidates is highly uncertain and subject to a number of risks. Refer to the risk factors under the heading Risks Related to the Development of Our Product Candidates in Part II, Item 1A, found elsewhere in this Quarterly Report on Form 10-Q.

We invest carefully in our pipeline, and the commitment of funding for each subsequent stage of our development programs is dependent upon the receipt of clear, supportive data. We anticipate that we will make determinations as to which additional programs to pursue and how much funding to direct to each program on an ongoing basis in response to the scientific and clinical data of each product candidate, as well as the competitive landscape and ongoing assessments of such product candidate's commercial potential. We expect our research and development costs will be substantial for the foreseeable future. We expect costs associated with our SYNB1618 and SYNB1891 programs to increase as the programs progress through clinical trials and new programs progress toward IND and into development.

We track direct research and development expenses, consisting principally of external costs, such as costs associated with contract research organizations and manufacturing of preclinical and clinical drug product and other outsourced research and development expenses to specific product programs. Costs related to specific product candidates are tracked upon the selection of a product candidate. We do not allocate employee and consulting-related costs, costs associated with our platform and facility expenses, including depreciation or other indirect costs, to specific product candidate programs because these costs are deployed across multiple product candidate programs under research and development and, as such, are separately classified. The table below summarizes our research and development expenses by categories of costs for the periods presented (in thousands):





                                                             For the three months ended
                                                                      March 31,
                                                              2020                2019
SYNB1020                                                  $         122       $       1,038
SYNB1618                                                          3,634                 897
SYNB1891                                                            372               1,198
External pre-development candidate expenses and
unallocated expenses                                              2,159                 683
Internal research and development expenses                        6,390               6,568
                                                          $      12,677       $      10,384

General and Administrative Expense

General and administrative expense consists primarily of compensation, benefits and other employee-related expenses for personnel in our administrative, finance, legal, information technology, investor relations, business development and human resource functions. Other costs include the legal costs of pursuing patent protection of our intellectual property, general and administrative related facility and information technology infrastructure costs and professional fees for accounting and legal services. We anticipate increases in expenses related to legal fees, accounting fees, costs for director and officer liability insurance, fees for investor relations services and costs associated with implementing and complying with corporate governance, internal controls and similar requirements applicable to public companies. We charge all general and administrative expenses to operations as incurred.

Other Income (Expense)

Interest and investment income consists primarily of income earned on investments. Interest expense consists of expense related to our finance leases. Other expense consists primarily of gains and losses on foreign currency invoices.



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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. (GAAP). The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reported periods and related disclosures.

Our critical accounting policies are described in our 2019 Annual Report. During the three months ended March 31, 2020, there were no material changes to our critical accounting policies. We believe that these identified policies are critical to fully understanding and evaluating our financial condition and results of operations.

Our estimates and assumptions, including those related to revenue recognition and research and development expenses are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. The estimates and assumptions involved in our revenue recognition policy, particularly (a) assessing the number of performance obligations; (b) determination of transaction price; (c) determining the pattern over which performance obligations are satisfied, including estimates to complete performance obligations, and those estimates and assumptions involved in our contract research accrual process, particularly estimates of work completed to date; involve a greater degree of judgment, and therefore we consider revenue recognition and research and development expenses to be our critical accounting policies. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from our estimates under different assumptions or conditions.

Results of Operations

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial results.

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019





                                          For the three months ended            Change
                                    March 31, 2020         March 31, 2019         $
                                                      (in thousands)
   Revenue                          $           100       $            338     $   (238 )
   Operating expenses:
   Research and development                  12,677                 10,384        2,293
   General and administrative                 3,821                  3,651          170
   Total operating expenses                  16,498                 14,035        2,463
   Loss from operations                     (16,398 )              (13,697 )     (2,701 )
   Other income (expense):
   Interest and investment income               574                    757         (183 )
   Interest expense                              (3 )                   (7 )          4
   Other expense                                 (1 )                    1           (2 )
   Other income (expense), net                  570                    751         (181 )
   Net loss                         $       (15,828 )     $        (12,946 )   $ (2,882 )




Revenue



Revenue was $0.1 million for the three months ended March 31, 2020 as compared to $0.3 million for the three months ended March 31, 2019. Revenue for both periods was related to the recognition of deferred revenue from services performed and payments received under the AbbVie collaboration.

Operating Expenses

Research and Development Expense

Research and development expense was $12.7 million for the three months ended March 31, 2020 compared to $10.4 million in the corresponding period in 2019. The increase in research and development expense was primarily due to an increase of $2.5 million of nonclinical development costs, mostly for our SYNB1618 and MSUD programs, $0.6 million of clinical development costs for our SYNB1618 program, an increase of $0.3 million in clinical development costs for our SYNB1891 program, and an increase of $0.1 million of research and development support costs. These increases were partially offset by a decrease of $0.6 million in clinical



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development costs for our SYNB1020 program, a decrease of $0.3 million of manufacturing costs for our SYNB1891 program and a decrease of $0.3 million in compensation, benefits and other employee-related expenses. Research and development support costs include increased lease cost related to our lease with Azzur Group, LLC ("Azzur"). Azzur has agreed to provide the Company with access to, and the use of, an approximately 700 square foot cleanroom space to be constructed in Waltham, Massachusetts (the "Azzur Suite"), for a period of 44 months, from May 1, 2019 to December 31, 2022 (the "Term"), as further described under Note 13, Leases, in the audited financial statements included in the Company's 2019 Annual Report.

General and Administrative Expense

General and administrative expense was $3.8 million for the three months ended March 31, 2020 compared to $3.7 million for the corresponding period in 2019. The increase was primarily due to increases in professional services and corporate expenses.

Other Income (Expense)

Other income (expense) was $0.6 million for the three months ended March 31, 2020, compared to $0.8 million for the corresponding period in 2019. The decrease in other income (expense) of $0.2 million was related to a decrease in interest and investment income resulting from lower cash balances and lower interest rates generated by our investment account.

Liquidity and Capital Resources

We have incurred losses since our inception on March 14, 2014 and, as of March 31, 2020 we had an accumulated deficit of approximately $187.0 million. We have financed our operations to date primarily through the sale of preferred stock, common stock, preferred units, warrants, payments received under our AbbVie collaboration agreement, interest earned on investments, and cash received in the Merger. In June 2019, we issued to Ginkgo 6,340,771 shares of common stock and accompanying Pre-Funded warrants to purchase an aggregate of 2,548,117 shares of common stock, at a combined purchase price per share and Pre-Funded Warrant of $9.00. The Pre-Funded Warrants have an exercise price of $9.00 per share, with $8.99 of such exercise price paid at the closing of the offering. The net proceeds to us were approximately $79.9 million. At March 31, 2020, we had approximately $114.2 million in cash, cash equivalents, and short-term marketable securities. Our cash and cash equivalents include amounts held in money market funds and corporate debt securities, stated at cost plus unrealized gain and loss, which approximates fair market value. Our available-for-sale securities include amounts held in corporate debt securities and U.S. government agency securities and treasuries. We invest cash in excess of immediate requirements in accordance with our investment policy, which limits the amounts we may invest in any one type of investment and requires all investments held by us to maintain minimum ratings from Nationally Recognized Statistical Rating Organizations so as to primarily achieve liquidity and capital preservation.

During the three months ended March 31, 2020, our cash, cash equivalents and marketable securities balance decreased approximately $12.8 million. This decrease was primarily due to the cash used to operate our business, including payments related to, among other things, research and development and general and administrative expenses as we continue to invest in our primary drug candidates and support the development of our proprietary platform. We also made capital purchases and made payments on our finance leases.

The following table sets forth the major sources and uses of cash, cash equivalents and restricted cash for each of the periods below (in thousands):





                                                        Three Months Ended March 31,
                                                          2020                 2019
                                                               (in thousands)
Net cash, cash equivalents and restricted cash
(used in) provided by:
Operating activities                                 $      (12,479 )     $      (13,118 )
Investing activities                                          5,817               17,675
Financing activities                                            (69 )                (65 )
Net increase (decrease) in cash, cash equivalents
and restricted cash                                  $       (6,731 )     $        4,492




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Cash Flows from Operating Activities

Net cash, cash equivalents and restricted cash used in operating activities was approximately $12.5 million for the three months ended March 31, 2020. The primary use of cash was our net loss of $15.8 million and an increase in working capital of $1.2 million, primarily related to increases in prepaid research and development expenses, as result of our June 2019 services agreement with Ginkgo, increases in prepaid expenses and other current assets, decreases in accounts receivable and deferred revenue, decreases in accounts payable and accrued expenses, offset by a decrease in deferred revenue and an increase in operating lease liability. Net loss was partially offset by $2.1 million of non-cash items primarily including depreciation and equity-based compensation.

Net cash, cash equivalents and restricted cash used in operating activities was $13.1 million for the three months ended March 31, 2019. The primary use of cash was our net loss of $12.9 million and a decrease in working capital of $1.6 million, primarily related to decreases in accounts payable and accrued expenses, and an increase in operating lease liability and accounts receivable offset by an increase in deferred revenue and prepaid expenses and other current assets. Net loss was partially offset by $1.4 million of non-cash items primarily including depreciation and equity-based compensation.

Cash Flows from Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2020 was $5.8 million and resulted primarily from the proceeds from maturity of and redemption of marketable securities of $20.4 million. This was offset by the purchases of marketable securities of $14.3 million and property and equipment of $0.3 million.

Net cash provided in investing activities for the three months ended March 31, 2019 was $17.7 million and resulted primarily from the proceeds of maturity of marketable securities of $57.3 million. The increase was partially offset by purchases of marketable securities of $39.3 million and purchases of property and equipment of $0.3 million.

Cash Flows from Financing Activities

Net cash used in financing activities for the three months ended March 31, 2020 and for the corresponding period in 2019, totaled $0.1 million solely related to payments on our finance leases.

Funding Requirements

To date, we have not commercialized any products and have not achieved profitability. We anticipate that we will continue to incur substantial net losses for the next several years as we further develop our product candidates, invest in our proprietary platform technology and operate as a publicly traded company.

We have generated revenue from our AbbVie collaboration, but have not generated any product revenue since our inception and do not expect to generate any product revenue unless we receive regulatory approval for our product candidates. We believe that our cash, cash equivalents, and short-term marketable securities as of March 31, 2020, will be sufficient to meet our anticipated cash requirements for at least the next 12 months from the date of this filing. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q. We have based our estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Due to the numerous risks and uncertainties associated with the development of our product candidates, we are unable to estimate precisely the amounts of capital outlays and operating expenditures necessary to complete the development of, and to obtain regulatory approval for, our product candidates. Our funding requirements will depend on many factors, including, but not limited to, the following:



  • the success of our research and development efforts;


    •   the initiation, progress, timing, costs and results of clinical trials for
        our product candidates;


    •   the time and costs involved in obtaining regulatory approvals for our
        product candidates;


    •   the progress, timing and costs involved in developing manufacturing
        processes and agreements with third-party manufacturers;


  • the rate of progress and cost of our commercialization activities;


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  • the expenses we incur in marketing and selling our product candidates;


  • the revenue generated by sales of our product candidates;


  • the emergence of competing or complementary technological developments;


    •   the costs of filing, prosecuting, defending and enforcing any patent
        claims and other intellectual property rights;


    •   the terms and timing of any additional collaborative, licensing or other
        arrangements that we may establish;


  • the acquisition of businesses, products and technologies;


  • our need to implement additional infrastructure and internal systems;


    •   our need to add personnel and financial and management information systems
        to support our product development and potential future commercialization
        efforts, and to enable us to operate as a public company; and


    •   the extent to which our business is adversely impacted by the effects of
        the novel coronavirus outbreak or by other health epidemics or pandemics.

As an early-stage company, we are subject to a number of risks common to other life science companies, including, but not limited to, the ability to raise additional capital, development by our competitors of new technological innovations, risk of failure in preclinical studies, the safety and efficacy of our product candidates in clinical trials, the regulatory approval process, the ability to efficiently manufacture our products, market acceptance of our products once approved, lack of marketing and sales history, dependence on key personnel and protection of proprietary technology. Our therapeutic programs are currently pre-commercial, spanning discovery through early development and will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization of any product candidates. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. There can be no assurance that our research and development will be successfully completed, that adequate protection for our intellectual property will be obtained, that any products developed will obtain necessary regulatory approval or that any approved products will be commercially viable. Even if our product development efforts are successful, it is uncertain when, if ever, we will generate revenue from product sales. We may never achieve profitability, and unless and until we do, we will continue to need to raise additional capital or obtain financing from other sources, such as strategic collaborations or partnerships. If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition and results of operations could be materially adversely affected.

Contractual Commitments and Obligations

There have been no material changes to our contractual obligations and commitments set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations- Contractual Obligations and Commitments" in our 2019 Annual Report.

Related Party Transactions

For a description of transactions with related parties which may fall outside of the reporting period of this section, please see the section entitled "Related Party Transactions of Directors and Executive Officers of the Combined Organization - Synlogic Transactions" in our proxy statement filed with the SEC on April 17, 2020.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our performance and the performance of our subsidiaries.



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JOBS Act

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other companies.

Recently Issued Accounting Pronouncements

For detailed information regarding recently issued accounting pronouncements and the expected impact on our consolidated financial statements, see Note 2, Summary of Significant Accounting Policies in the notes to the unaudited consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

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