The interim unaudited condensed financial statements and this Management's
Discussion and Analysis of Financial Condition and Results of Operations should
be read in conjunction with the financial statements and notes thereto for the
year ended December 31, 2019 and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations, both of which are
contained in our Annual Report on Form 10-K for the year ended December 31,
2019, or Annual Report, filed with the Securities and Exchange Commission on
March 12, 2020. Past operating results are not necessarily indicative of results
that may occur in future periods.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains "forward-looking statements" within
the meaning of federal securities laws made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth below under
Part II, Item 1A, "Risk Factors" in this quarterly report on Form 10-Q. Except
as required by law, we assume no obligation to update these forward-looking
statements, whether as a result of new information, future events or otherwise.
These statements, which represent our current expectations or beliefs concerning
various future events, may contain words such as "may," "will," "expect,"
"anticipate," "intend," "plan," "believe," "estimate" or other words indicating
future results, though not all forward-looking statements necessarily contain
these identifying words. Such statements may include, but are not limited to,
statements concerning the following:

•the initiation, cost, timing, progress and results of, and our expected ability
to undertake certain activities and accomplish certain goals with respect to our
research and development activities, preclinical studies and clinical trials;
•our ability to obtain and maintain regulatory approval of our product
candidates, and any related restrictions, limitations, and/or warnings in the
label of an approved product candidate;
•our ability to obtain funding for our operations;
•our plans to research, develop and commercialize our product candidates;
•the potential election of any strategic collaboration partner to pursue
development and commercialization of any programs or product candidates that are
subject to a collaboration with such partner;
•our ability to attract collaborators with relevant development, regulatory and
commercialization expertise;
•future activities to be undertaken by our strategic collaboration partners,
collaborators and other third parties;
•our ability to obtain and maintain intellectual property protection for our
product candidates;
•the size and growth potential of the markets for our product candidates, and
our ability to serve those markets;
•our ability to successfully commercialize, and our expectations regarding
future therapeutic and commercial potential with respect to our product
candidates;
•the rate and degree of market acceptance of our product candidates;
•our ability to develop sales and marketing capabilities, whether alone or with
potential future collaborators;
•regulatory developments in the United States and foreign countries;
•the performance of our third-party suppliers and manufacturers;
•the success of competing therapies that are or may become available;
•the loss of key scientific or management personnel;
•our ability to successfully secure and deploy capital;
•our ability to satisfy our debt obligations;
•the accuracy of our estimates regarding future expenses, future revenues,
capital requirements and need for additional financing;
•the potential impact of the COVID-19 pandemic on our business; and
•the risks and other forward-looking statements described under the caption
"Risk Factors" under Part II, Item 1A of this quarterly report on Form 10-Q.
In addition, statements that "we believe" and similar statements reflect our
beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this report, and while we believe
such information
                                       20
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forms a reasonable basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain and investors
are cautioned not to unduly rely upon these statements.
OVERVIEW
We are a clinical-stage biopharmaceutical company focused on discovering and
developing first-in-class drugs targeting microRNAs to treat diseases with
significant unmet medical need. We were formed in 2007 when Alnylam
Pharmaceuticals, Inc. ("Alnylam") and Ionis Pharmaceuticals, Inc. ("Ionis")
contributed significant intellectual property, know-how and financial and human
capital to pursue the development of drugs targeting microRNAs pursuant to a
license and collaboration agreement. Our most advanced product candidates are
RG-012 and RGLS4326. RG-012 is an anti-miR targeting miR-21 for the treatment of
Alport syndrome, a life-threatening kidney disease with no approved therapy
available. In November 2018, we and Sanofi agreed to transition further
development activities of our miR-21 programs, including our RG-012 program. As
a result, Sanofi became responsible for all costs incurred in the development of
RG-012 and any other miR-21 programs. The transition activities were completed
in the second quarter of 2019. RGLS4326 is an anti-miR targeting miR-17 for the
treatment of autosomal dominant polycystic kidney disease ("ADPKD"). In addition
to these clinical programs, we continue to develop a pipeline of preclinical
drug product candidates.
microRNAs are naturally occurring ribonucleic acid ("RNA") molecules that play a
critical role in regulating key biological pathways. Scientific research has
shown that an imbalance, or dysregulation, of microRNAs is directly linked to
many diseases. Furthermore, many different infectious pathogens interact and
bind to host microRNA to survive. To date, over 500 microRNAs have been
identified in humans, each of which can bind to multiple messenger RNAs that
control key aspects of cell biology. Since many diseases are multi-factorial,
involving multiple targets and pathways, the ability to modulate multiple
pathways by targeting a single microRNA provides a new therapeutic approach for
treating complex diseases.
RNA plays an essential role in the process used by cells to encode and translate
genetic information from deoxyribonucleic acid, or DNA, to proteins. RNA is
comprised of subunits called nucleotides and is synthesized from a DNA template
by a process known as transcription. Transcription generates different types of
RNA, including messenger RNAs that carry the information for proteins in the
sequence of their nucleotides. In contrast, microRNAs are RNAs that do not code
for proteins but rather are responsible for regulating gene expression by
modulating the translation and decay of target messenger RNAs. By interacting
with many messenger RNAs, a single microRNA can regulate the expression of
multiple genes involved in the normal function of a biological pathway. Many
pathogens, including viruses, bacteria and parasites, also use host microRNAs to
regulate the cellular environment for survival. In some instances, the host
microRNAs are essential for the replication and/or survival of the pathogen. For
example, miR-122 is a microRNA expressed in human hepatocytes and is a key
factor for the replication of the hepatitis C virus ("HCV").
We believe that microRNA therapeutics have the potential to become a new and
major class of drugs with broad therapeutic application for the following
reasons:

•microRNAs play a critical role in regulating biological pathways by controlling
the translation of many target genes;
•microRNA therapeutics regulate disease pathways which may result in more
effective treatment of complex multi-factorial diseases;
•many human pathogens, including viruses, bacteria and parasites, use microRNAs
(host and pathogen encoded) to enable their replication and suppression of host
immune responses; and
•microRNA therapeutics may be synergistic with other therapies because of their
different mechanism of action.
We have assembled significant expertise in the microRNA field, including
expertise in microRNA biology and oligonucleotide chemistry, a broad
intellectual property estate, relationships with key opinion leaders and a
disciplined drug discovery and development process. We are using our microRNA
expertise to develop chemically modified, single-stranded oligonucleotides that
we call anti-miRs to modulate microRNAs and address underlying disease. We
believe microRNAs may play a critical role in complex disease and that targeting
them with anti-miRs may become a source of a new and major class of drugs with
broad therapeutic application, much like small molecules, biologics and
monoclonal antibodies.
We believe that microRNA biomarkers may be used to select optimal patient
segments in clinical trials and to monitor disease progression or relapse. We
believe these microRNA biomarkers can be applied toward drugs that we develop
and drugs developed by other companies with which we partner or collaborate.
                                       21
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Since our inception through June 30, 2020, we have received $342.5 million from
the sale of our equity and convertible debt securities, $91.8 million from our
strategic collaborations, principally from upfront payments, research funding
and preclinical and clinical milestones, and $19.8 million in net proceeds from
our Term Loan. As of June 30, 2020, we had cash and cash equivalents of $23.4
million.
Development Stage Pipeline

We currently have two programs in clinical development.



RG-012: In May 2017, we completed a Phase 1 multiple-ascending dose ("MAD")
clinical trial in 24 healthy volunteers (six-week repeat dosing) to determine
safety, tolerability and pharmacokinetics ("PK") of RG-012 prior to chronic
dosing in patients. In Phase 1 clinical trials to date, RG-012 was
well-tolerated, and there were no serious adverse events ("SAEs") reported. In
the third quarter of 2017, we initiated HERA, a Phase 2 randomized (1:1),
double-blinded, placebo-controlled clinical trial evaluating the safety and
efficacy of RG-012 in 40 Alport syndrome patients. In parallel, a renal biopsy
study was also initiated in the third quarter of 2017 to evaluate RG-012 renal
tissue PK, target engagement and downstream effects on genomic disease
biomarkers. Kidney tissue concentrations were achieved in biopsy patients that
would be predictive of therapeutic benefit based on animal disease models. In
addition, modulation of the target, miR-21, was observed. In December 2017, we
concluded our global ATHENA natural history of disease study. RG-012 has
received orphan designation in both the United States and Europe. In November
2018, we and Sanofi agreed to transition further development activities of our
miR-21 programs, including our RG-012 program to Sanofi. As a result, Sanofi
became responsible for all costs incurred in the development of these miR-21
programs. The transition activities, including the transfer of the
investigational new drug application ("IND"), were completed in the second
quarter of 2019. While Sanofi is currently enrolling patients into a Phase 2
clinical trial, with sites in the United States, Europe, and Australia, we
believe new site initiation and patient enrollment has been, and will continue
to be, impacted by the COVID-19 pandemic.
RGLS4326: RGLS4326 is a novel oligonucleotide designed to inhibit miR-17 using a
unique chemistry designed to preferentially deliver to the kidney. Preclinical
studies with RGLS4326 have demonstrated a reduction in kidney cyst formation,
improved kidney weight/body weight ratio, decreased cyst cell proliferation and
preserved kidney function in mouse models of ADPKD. In March 2018, we completed
dose escalation of a Phase 1 single ascending dose ("SAD") clinical trial in
healthy volunteers and found RGLS4326 was well tolerated and no SAEs were
reported. In April 2018, we initiated a Phase 1 randomized, double-blind,
placebo-controlled, MAD clinical trial in healthy volunteers designed to
characterize the safety, tolerability, PK and pharmacodynamics of multiple doses
of RGLS4326. In July 2018, we voluntarily paused this study due to unexpected
observations in our 27-week mouse chronic toxicity study, which was designed to
support the Phase 2 proof-of-concept clinical trial in ADPKD previously planned
to start in mid-2019. The observations in the mouse chronic toxicity study were
unexpected, given the favorable safety profile of RGLS4326 in previous 7-week
non-GLP and GLP toxicity studies in mouse and non-human primates required for
Phase 1 testing, which had no significant findings across similar dose levels
and frequencies. In September 2018, we initiated a new mouse chronic toxicity
study with several changes believed to address the unexpected findings in the
earlier terminated chronic mouse toxicity study.

In January 2019, we submitted a comprehensive data package for RGLS4326 to the
U.S. Food and Drug Administration ("FDA") that included the results from the
planned 13-week interim analysis of the ongoing repeat mouse chronic toxicity
study, as well as results from additional investigations, analytical testing,
additional data from the previously terminated mouse chronic toxicity study,
data from the completed Phase 1 SAD study and data from the first cohort of the
Phase 1 MAD study to support our plan to resume the Phase 1 MAD study. In July
2019, FDA notified us of additional nonclinical data requirements and placed the
IND on a partial clinical hold, formalizing the specific requirements to
re-initiate the MAD study and further proceed into studies of extended duration.
The additional data requirements were outlined in two parts. In order to resume
the MAD study, FDA requested the final reports from the chronic toxicity studies
in both mice and non-human primates and satisfactory related analyses to ensure
subjects can be safely dosed. In November 2019, we submitted a complete response
to the partial clinical hold in order to be able to resume the MAD study and in
December 2019, FDA lifted the partial clinical hold on the MAD study. We
recommenced the MAD study in February 2020 and have completed all dosing.
Top-line results showed that RGLS4326 is well-tolerated with no serious adverse
events reported. Preliminary results suggest plasma exposure is dose
proportional.

The Phase 1b short-term dosing study in patients with ADPKD is planned to be an
open-label study evaluating RGLS4326 for safety, PK, and changes in levels of
polycystin 1 (PC1) and polycystin 2 (PC2). Patients with ADPKD, due to the
mutation in the polycystic kidney disease gene, have been reported to have low
levels of PC1 and PC2. This study is designed to evaluate whether different dose
levels of RGLS4326 can increase levels of PC1 and PC2 in ADPKD patients. The
study is on track to be initiated in the second half of this year, with results
from the first cohort of patients available after completion of six weeks of
dosing. Additional non-clinical studies initiated last year in mice and
non-human primates to further
                                       22
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characterize the PK properties of RGLS4326 have also been recently completed.
The RGLS4326 IND is currently on a partial clinical hold for treatment of
extended duration beyond the current Phase 1b study until the second set of
requirements outlined by FDA have been satisfactorily addressed. Information
from the Phase 1 clinical studies, together with information from the recently
completed additional nonclinical studies, will be used to address the second set
of requirements to support studies of extended duration. In July 2020, the FDA
granted orphan drug designation to RGLS4326.

Preclinical Pipeline



A major focus of our preclinical research has historically targeted dysregulated
microRNAs implicated in diseases of high unmet medical need where we know we can
effectively deliver to the target tissue or organ, such as the liver and kidney.
We also have early discovery programs investigating additional microRNA targets
for infectious diseases, immunology and indications for which there is microRNA
dysregulation or in disease settings where the host microRNAs are essential for
the replication and/or survival of the pathogen.

We currently have multiple programs in various stages of preclinical development.



Glioblastoma multiforme program: In January 2019, we announced RGLS5579 as a
clinical candidate in our glioblastoma multiforme ("GBM") program. RGLS5579,
which targets microRNA-10b, demonstrated statistically significant improvements
in survival as both a monotherapy as well as in combination with temozolamide
("TMZ") in an orthotopic GBM animal model. In combination with TMZ, the addition
of a single dose of anti-mir-10b, delivered intracranially, led to a more than
two-fold improvement in survival compared to TMZ alone. These, and additional
survival data on RGLS5579, were presented in November 2018 at the Society for
Neuro-Oncology Meeting in New Orleans, Louisiana. We plan to seek a partner to
further advance development of RGLS5579.

Hepatitis B virus program: We have determined that advancing our preclinical
programs targeting the Hepatitis B virus ("HBV") represents an attractive
opportunity in our pipeline for investment, affecting an estimated 250 million
people worldwide. We have identified several microRNA targets that serve as host
factors for the virus. Our lead compound directed to one of the host microRNAs
has demonstrated sub-nanomolar potency against HBV DNA replication and more than
95% reduction in Hepatitis B surface antigen in in vitro studies. Additionally,
we have demonstrated reduction of both HBV DNA and surface antigen in an in vivo
efficacy model. We believe that targeting a host factor in the liver represents
a unique mechanism of action for treatment of the virus compared to other
programs in development and holds the potential for achieving a functional
cure. We have nominated a development candidate and plan to commence
IND-enabling activities.

Non-Alcoholic Steatohepatitis program: Across multiple animal models of
non-alcoholic steatohepatitis ("NASH"), our lead candidate has demonstrated
improvement in key endpoints, including NAFLD Activity Score (NAS), liver
transaminases, hyperglycemia, and disease-related gene expression. In the
diet-induced NASH mouse model (Amylin model) after two to four weekly doses,
early onset of improvement across multiple disease parameters including liver
triglycerides and blood levels of transaminases was observed.  After nine weeks
of treatment, there was evidence of sustained benefit with significant
improvement of liver fibrosis and hyperglycemia compared to control-treated
animals. We believe that targeting dysregulated microRNA in a complex disease
like NASH may offer a unique mechanism of action from other programs in
development. We plan to seek a partner to further advance its development.

FINANCIAL OPERATIONS OVERVIEW
Revenue
Our revenues generally consist of upfront payments for licenses or options to
obtain licenses in the future, milestone payments and payments for other
research services under collaboration agreements.
In the future, we may generate revenue from a combination of license fees and
other upfront payments, payments for research and development services,
milestone payments, product sales and royalties in connection with strategic
collaborations. We expect that any revenue we generate will fluctuate from
quarter-to-quarter as a result of the timing of our achievement of preclinical,
clinical, regulatory and commercialization milestones, if at all, the timing and
amount of payments relating to such milestones and the extent to which any of
our products are approved and successfully commercialized by us or our strategic
collaboration partners. If our current or future collaboration partners do not
elect or otherwise agree to fund our development costs pursuant to our current
or future strategic collaboration agreements, or we or our strategic
collaboration partner fails to develop product candidates in a timely manner or
obtain regulatory approval for them, our ability to generate future revenues,
and our results of operations and financial position would be adversely
affected.
                                       23
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Research and development expenses
Research and development expenses consist of costs associated with our research
activities, including our drug discovery efforts and the development of our
therapeutic programs. Our research and development expenses include:

•employee-related expenses, including salaries, benefits, travel and stock-based
compensation expense;
•external research and development expenses incurred under arrangements with
third parties, such as contract research organizations, or CROs, contract
manufacturing organizations, or CMOs, other clinical trial related vendors,
consultants and our scientific advisors;
•license fees; and
•facilities, depreciation and other allocated expenses, which include direct and
allocated expenses for rent and maintenance of facilities, amortization of
leasehold improvements and equipment, and laboratory and other supplies.
We expense research and development costs as incurred. We account for
nonrefundable advance payments for goods and services that will be used in
future research and development activities as expenses when the service has been
performed or when the goods have been received. Certain of the raw materials
used in the process of manufacturing drug product are capitalized upon their
acquisition and expensed upon usage, as we have determined these materials have
alternative future use.
To date, we have conducted research on many different microRNAs with the goal of
understanding how they function and identifying those that might be targets for
therapeutic modulation. At any given time we are working on multiple targets,
primarily within our therapeutic areas of focus. Our organization is structured
to allow the rapid deployment and shifting of resources to focus on the most
promising targets based on our ongoing research. As a result, in the early phase
of our development programs, our research and development costs are not tied to
any specific target. However, we are currently spending the vast majority of our
research and development resources on our lead development programs.
Since our inception, we have spent a total of approximately $368.5 million in
research and development expenses through June 30, 2020.
The process of conducting clinical trials and preclinical studies necessary to
obtain regulatory approval is costly and time consuming. We, or our strategic
collaboration partners, may never succeed in achieving marketing approval for
any of our product candidates. The probability of success for each product
candidate may be affected by numerous factors, including preclinical data,
clinical data, competition, manufacturing capability and commercial viability.
Successful development of future product candidates is highly uncertain and may
not result in approved products. Completion dates and completion costs can vary
significantly for each future product candidate and are difficult to predict. We
anticipate we will make determinations as to which programs to pursue and how
much funding to direct to each program on an ongoing basis in response to our
ability to maintain or enter into new collaborations with respect to each
program or potential product candidate, the scientific and clinical success of
each future product candidate, as well as ongoing assessments as to each future
product candidate's commercial potential. We will need to raise additional
capital and may seek additional collaborations in the future in order to advance
our various programs.
General and administrative expenses
General and administrative expenses consist primarily of salaries and related
benefits, including stock-based compensation, related to our executive, finance,
legal, business development and support functions. Other general and
administrative expenses include allocated facility-related costs not otherwise
included in research and development expenses and professional fees for
auditing, tax and legal services, some of which are incurred as a result of
being a publicly-traded company.
Other income (expense), net
Other income (expense) consists primarily of interest income and expense and
various income or expense items of a non-recurring nature. We earn interest
income from interest-bearing accounts and money market funds for cash and cash
equivalents and marketable securities, such as interest-bearing bonds, for our
short-term investments. Interest expense is primarily attributable to interest
charges associated with borrowings under our secured Term Loan.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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There have been no significant changes to our critical accounting policies since
December 31, 2019. For a description of critical accounting policies that affect
our significant judgments and estimates used in the preparation of our financial
statements, refer to Item 7 in Management's Discussion and Analysis of Financial
Condition and Results of Operations and Note 1 to our financial statements
contained in our Annual Report and Note 1 to our condensed financial statements
contained in this quarterly report on Form 10-Q.
RESULTS OF OPERATIONS
Comparison of the three and six months ended June 30, 2020 and 2019
The following table summarizes our results of operations for the three and six
months ended June 30, 2020 and 2019 (in thousands):
                                                             Three months ended                                     Six months ended
                                                                  June 30,                                              June 30,
                                                          2020                2019               2020                  2019
Revenue under collaborations                          $       -           $

18 $ 6 $ 6,796 Research and development expenses

                         4,242               1,836              7,360                   7,819
General and administrative expenses                       2,254               2,850              4,676                   6,383
Interest and other expenses, net                           (451)               (347)              (862)                   (869)


Revenue under collaborations
Our revenues are generated from ongoing collaborations, and generally consist of
upfront payments for licenses or options to obtain licenses in the future,
milestone payments and payments for other research services. Revenue under our
collaboration with Sanofi was zero and less than $0.1 million for the three and
six months ended June 30, 2020, respectively. Revenue under our collaboration
with Sanofi was less than $0.1 million and $6.8 million for the three and six
months ended June 30, 2019, respectively, which was attributable to recognition
of the Upfront Amendment Payments under the 2018 Sanofi Amendment as revenue
during the three months ended March 31, 2019.
Research and development expenses
The following tables summarize the components of our research and development
expenses for the periods indicated, together with year-over-year changes
(dollars in thousands):
                                                                                                                                       Increase (decrease)
                                        Three months                                  Three months
                                       ended June 30,                                ended June 30,
                                            2020                % of total                2019                % of total                $                  %
Research and development
   Personnel and internal expenses    $     1,355                       32  %       $     1,152                       63  %       $     203                18  %
   Third-party and outsourced
expenses                                    2,610                       62  %               822                       45  %           1,788               218  %
Non-cash stock-based compensation             159                        4  %              (294)                     (16) %             453              (154) %
Depreciation                                  118                        2  %               156                        8  %             (38)              (24) %
Total research and development
expenses                              $     4,242                      100  %       $     1,836                      100  %       $   2,406               131  %


                                       25

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                                                                                                                                      Increase (decrease)
                                      Six months ended                              Six months ended
                                        June 30, 2020           % of total            June 30, 2019           % of total                $                %
Research and development
   Personnel and internal expenses    $     2,648                       36  %       $     3,947                       51  %       $  (1,299)            (33) %
   Third-party and outsourced
expenses                                    4,159                       58  %             3,341                       43  %             818              24  %
Non-cash stock-based compensation             316                        4  %               194                        2  %             122              63  %
Depreciation                                  237                        2  %               337                        4  %            (100)            (30) %
Total research and development
expenses                              $     7,360                      100  %       $     7,819                      100  %       $    (459)             (6) %


Research and development expenses were $4.2 million and $7.4 million for the
three and six months ended June 30, 2020, compared to $1.8 million and $7.8
million for the three and six months ended June 30, 2019. The aggregate increase
for the three months ended June 30, 2020, as compared to the three months ended
June 30, 2019, was driven by a $1.8 million increase in external development
expenses, primarily attributable to the fact that the FDA lifted the partial
clinical hold on the MAD study in December 2019 and we recommenced the MAD study
in February 2020, with the final dosing of the final cohort completing in July
2020. The aggregate decrease for the six months ended June 30, 2020, as compared
to the six months ended June 30, 2019, was driven by a $1.3 million reduction in
personnel and internal expenses, primarily attributable to continued cost
reduction efforts subsequent to our corporate restructurings, partially offset
by an increase of $0.8 million in external development expenses, attributable to
recommencement and completion of the final cohort of the MAD study.
General and administrative expenses
General and administrative expenses were $2.3 million and $4.7 million for the
three and six months ended June 30, 2020, compared to $2.9 million and $6.4
million for the three and six months ended June 30, 2019. These amounts reflect
personnel-related and ongoing general business operating costs. The decreases
for the three and six months ended June 30, 2020, as compared to the three and
six months ended June 30, 2019, are primarily attributable to continued cost
reduction efforts subsequent our corporate restructurings.
Interest and other expenses, net
Net interest and other expenses were $0.5 million and $0.9 million for the three
and six months ended June 30, 2020, respectively, compared to $0.3 million and
$0.9 million for the three and six months ended June 30, 2019, respectively.
These amounts are primarily related to interest charges associated with our
outstanding Term Loan.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception through June 30, 2020, we have received $342.5 million from
the sale of our equity and convertible debt securities, $91.8 million from our
collaborations, principally from upfront payments, research funding and
preclinical and clinical milestones, and $19.8 million in net proceeds from our
Term Loan. As of June 30, 2020, we had cash and cash equivalents of $23.4
million.
The accompanying financial statements have been prepared on a basis which
assumes we are a going concern, and does not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from any
uncertainty related to our ability to continue as a going concern.
If we are unable to maintain sufficient financial resources, our business,
financial condition and results of operations will be materially and adversely
affected. There can be no assurance that we will be able to obtain the needed
financing on acceptable terms or at all. Additionally, equity or debt financings
may have a dilutive effect on the holdings of our existing stockholders. These
factors raise substantial doubt about our ability to continue as a going
concern.
Our future capital requirements are difficult to forecast and will depend on
many factors, including:
•whether and when we achieve any milestones under our collaboration and license
agreement with Sanofi;
•the terms and timing of any other strategic collaboration, licensing and other
arrangements that we may establish;
•the initiation, progress, timing and completion of preclinical studies and
clinical trials for our development programs and product candidates, and
associated costs;
•the number and characteristics of product candidates that we pursue;
                                       26
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•the outcome, timing and cost of regulatory approvals;
•delays that may be caused by changing regulatory requirements;
•the cost and timing of hiring new employees to support our continued growth;
•the costs involved in filing and prosecuting patent applications and enforcing
and defending patent claims;
•the costs and timing of procuring clinical and commercial supplies of our
product candidates;
•the costs and timing of establishing sales, marketing and distribution
capabilities, and the pricing and reimbursement for any products for which we
may receive regulatory approval;
•the extent to which we acquire or invest in businesses, products or
technologies;
•the extent to which our PPP Loan is forgiven; and
•payments under our Term Loan.

The following table shows a summary of our cash flows for the six months ended June 30, 2020 and 2019 (in thousands):


                                        Six months ended
                                            June 30,
                                      2020            2019
                                          (unaudited)
Net cash (used in) provided by:
Operating activities              $ (11,228)      $ (10,124)
Investing activities                      -             274
Financing activities                    526          15,486
Total                             $ (10,702)      $   5,636


Operating activities
Net cash used in operating activities was $11.2 million for the six months ended
June 30, 2020, compared to $10.1 million for the six months ended June 30, 2019.
The increase in net cash used in operating activities was primarily attributable
to a net loss of $12.9 million for the six months ended June 30, 2020, compared
to a net loss of $8.3 million for the six months ended June 30, 2019, and
adjustments for non-cash charges, including stock-based compensation, of $1.8
million for the six months ended June 30, 2020, compared to adjustments for
non-cash charges, including stock-based compensation, of $3.9 million for the
six months ended June 30, 2019. This net increase was partially offset by
changes in operating assets and liabilities resulting in net cash provided by
operating activities of $0.5 million for the six months ended June 30, 2020,
compared to net cash used in operating activities of $5.8 million for the six
months ended June 30, 2019.
Investing activities
Net cash provided by investing activities was zero for the six months ended June
30, 2020. Net cash provided by investing activities was $0.3 million for the six
months ended June 30, 2019, attributable to the sale of property and equipment.
Financing activities
Net cash used in financing activities was $0.5 million for the six months ended
June 30, 2020, compared to net cash provided by financing activities of $15.5
million for the six months ended June 30, 2019. Net cash provided by financing
activities for the six months ended June 30, 2019 was primarily attributable to
proceeds from the issuance of our common stock, partially offset by the
remittance of principal amortization payments under our Term Loan.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
As of June 30, 2020, there have been no material changes, outside of the
ordinary course of business, in our outstanding contractual obligations from
those disclosed within the contractual obligations table under "Management's
Discussion and Analysis of Financial Condition and Results of Operations", as
contained in our Annual Report, with the exception of the PPP Loan received in
April 2020 (refer to note 5 for information regarding the PPP Loan).
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2020, we did not have any off-balance sheet arrangements.
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