BLACK DIAMOND THERAPEUTICS, INC. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes thereto for the year endedDecember 31, 2020 included in our Annual Report on Form 10-K for the year endedDecember 31, 2020 , which was filed with theSEC onMarch 25, 2021 . This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in our Annual Report on Form 10-K and in otherSEC filings. Overview We are a precision oncology medicine company pioneering the discovery and development of small molecule, MasterKey therapies. We target undrugged oncogenic driver mutations in patients with genetically defined cancers. The foundation of our company is built upon a deep understanding of cancer genetics, protein structure and function, and medicinal chemistry. Our proprietary technology platform, which we refer to as our Mutation-Allostery-Pharmacology, or MAP, platform, is designed to allow us to analyze population-level genetic sequencing data to discover oncogenic mutations that promote cancer across tumor types. Our goal is to identify families of mutations that can be inhibited with a single small molecule therapy, termed a MasterKey therapy. We have designed our lead product candidate, BDTX-189, to potently and selectively inhibit a spectrum of oncogenic proteins defined by mutations which occur outside the adenosine triphosphate, or ATP, site, and which we refer to as non-canonical mutations. Non-canonical mutations occur across a range of tumor types that affect both the epidermal growth factor receptor, or EGFR, and the human epidermal growth factor receptor 2, or HER2. We have designed BDTX-189 to bind to the active site of these mutant kinases and inhibit their function. BDTX-189 is also designed to spare normal, or wild type, EGFR, which we believe will improve upon the toxicity profiles of current EGFR and HER2 kinase inhibitors. We are also leveraging our MAP platform to identify other families of non-canonical mutations in validated oncogenes beyond EGFR and HER2, which has the potential to expand the reach of targeted therapies. Since our inception in 2014, we have devoted substantially all of our efforts and financial resources to organizing and staffing our company, business planning, raising capital, discovering product candidates and securing related intellectual property rights while conducting research and development activities for our programs. We do not have any products approved for sale and have not generated any revenue from product sales. We may never be able to develop or commercialize a marketable product. We have not yet successfully completed any pivotal clinical trials, obtained any regulatory approvals, manufactured a commercial-scale drug, or conducted sales and marketing activities. InJuly 2020 , we were granted Fast Track designation for BDTX-189 for the treatment of adult patients with solid tumors harboring an allosteric HER2 mutation or an EGFR or HER2 Exon 20 insertion mutation who have progressed following prior treatment and who have no satisfactory treatment options. To date, we have funded our operations with proceeds from the sale of preferred stock and common stock. Since inception we have incurred significant operating losses. Our net losses were$64.7 million and$26.7 million for the six months endedJune 30, 2021 and 2020, respectively. As ofJune 30, 2021 , we had an accumulated deficit of$182.9 million . Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our current or future product candidates. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we: •continue preclinical studies and initiate or advance clinical trials for BDTX-189, BDTX-1535, our programs and other product candidates; 21 -------------------------------------------------------------------------------- Table of Contents •continue to develop and expand our proprietary MAP platform to identify additional product candidates; •obtain, maintain, expand and protect our intellectual property portfolio; •hire additional clinical, scientific and commercial personnel; •seek marketing approvals for our product candidates that successfully complete clinical trials, if any; •acquire or in-license additional product candidates; •expand our infrastructure and facilities to accommodate our growing employee base; and •add operational, financial and management information systems and personnel, including personnel to support our research and development programs, any future commercialization efforts and our transition to operating as a public company. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions. 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 we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations. As ofJune 30, 2021 , we had cash, cash equivalents and investments of$263.5 million , which we believe will fund our operating expenses and capital expenditure requirements into 2023. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See "-Liquidity and capital resources." To finance our operations beyond that point, we will need to raise additional capital, which cannot be assured. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or other research and development initiatives. COVID-19 Considerations The COVID-19 pandemic continues to present a substantial public health and economic challenge around the world, and to date has led to the implementation of various responses, including government-imposed quarantines, stay-at-home orders, travel restrictions, mandated business closures and other public health safety measures. 22 -------------------------------------------------------------------------------- Table of Contents We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it has and may continue to impact our operations and the operations of our suppliers, vendors and business partners, and may take further precautionary and preemptive actions as may be required by federal, state or local authorities. In addition, we have taken steps to minimize the current environment's impact on our business and strategy, including devising contingency plans and securing additional resources from third party service providers. For the safety of our employees and families, we have introduced enhanced safety measures for scientists to be present in our labs and increased the use of third party service providers for the conduct of certain experiments and studies for research programs. Certain of our third party service providers have also experienced shutdowns or other business disruptions. We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, our research programs, healthcare systems or the global economy and we cannot presently predict the scope and severity of any potential business shutdowns or disruptions. In particular, our ability to conduct our MasterKey-01 trial in a timely manner that meets our current projected timelines could be adversely impacted. While the Phase 1 portion of the trial currently remains on track to complete by the first half of 2021, potential COVID-19-associated risks include delays in patient recruitment and principal investigator availability, clinical trial site shutdowns or other interruptions and potential limitations on the quality, completeness and interpretability of data we are able to collect. Additionally, our drug product supply chain, early stage research & development programs and activities and other aspects of our business operations could be negatively impacted by the pandemic and COVID-19-related delays or disruptions. Beyond the impact on our pipeline, the extent to which COVID-19 ultimately impacts our business, results of operations and financial condition will depend on future developments, which, despite progress in vaccination efforts, remain highly uncertain and cannot be predicted with confidence, such as the duration of the COVID-19 pandemic, new strains of the virus which may impact rates of infection and vaccination efforts, developments or perceptions regarding the safety of vaccines, new information that may emerge concerning the severity of COVID-19 and the effectiveness of any additional preventative and protective actions taken to contain COVID-19 or treat its impact, among others. While certain measures have been relaxed in certain parts of the world as increasing numbers of people have received COVID-19 vaccines, others have remained in place with some areas continuing to experience renewed outbreaks and surges in infection rates. The extent to which such measures are removed or new measures are put in place will depend upon how the pandemic evolves, as well as the distribution of available vaccines, the rates at which they are administered and the emergence of new variants of the virus. If we or any of the third parties with whom we engage, however, were to experience any additional shutdowns or other prolonged business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially or negatively affected, which could have a material adverse impact on our business, results of operations and financial condition. Components of our results of operations Revenue To date, we have not generated any revenue from any sources, including from product sales, and we do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, or license agreements with third parties, we may generate revenue in the future from product sales. However, there can be no assurance as to when we will generate such revenue, if at all. Operating expenses Research and development expenses Research and development expenses consist primarily of costs incurred for our research activities, including our drug discovery efforts and the development of our product candidates. We expense research and development costs as incurred, which include: •expenses incurred to conduct the necessary preclinical studies and clinical trials required to obtain regulatory approval; 23 -------------------------------------------------------------------------------- Table of Contents •expenses incurred under agreements with contract research organizations, or CROs, that are primarily engaged in the oversight and conduct of our drug discovery efforts and preclinical studies, clinical trials and contract manufacturing organizations, or CMOs, that are primarily engaged to provide preclinical and clinical drug substance and product for our research and development programs; •other costs related to acquiring and manufacturing materials in connection with our drug discovery efforts and preclinical studies and clinical trial materials, including manufacturing validation batches, as well as investigative sites and consultants that conduct our clinical trials, preclinical studies and other scientific development services; •payments made in cash or equity securities under third-party licensing, acquisition and option agreements; •employee-related expenses, including salaries and benefits, travel and stock-based compensation expense for employees engaged in research and development functions; •costs related to compliance with regulatory requirements; and •allocated facilities-related costs, depreciation and other expenses, which include rent and utilities. We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers. 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 service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual costs. Any nonrefundable advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are expensed as the related goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Our direct external research and development expenses consist primarily of external costs, such as fees paid to outside consultants, CROs, CMOs and research laboratories in connection with our preclinical development, process development, manufacturing and clinical development activities. Our direct research and development expenses also include fees incurred under license, acquisition and option agreements. We do not allocate employee costs, costs associated with our discovery efforts, laboratory supplies, and facilities, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We use internal resources primarily to conduct our research and discovery as well as for managing our preclinical development, process development, manufacturing and clinical development activities. These employees work across multiple programs and, therefore, we do not track their costs by program. Research and development activities are central to our business model. 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. As a result, we expect that our research and development expenses will increase substantially over the next several years as we continue our clinical trials for BDTX-189, as well as conduct other preclinical and clinical development, including submitting regulatory filings for our other product candidates, including BDTX-1535. We expect our discovery research efforts and our related personnel costs will increase and, as a result, we expect our research and development expenses, including costs associated with stock-based compensation, will increase above historical levels. In addition, we may incur additional expenses related to milestone and royalty payments payable to third parties with whom we may enter into license, acquisition and option agreements to acquire the rights to future product candidates. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any of our product candidates or when, if ever, material net cash inflows may commence from any of our product candidates. The successful development and commercialization of our product candidates is highly uncertain. This uncertainty is due to the numerous risks and uncertainties associated with product development and commercialization, including the uncertainty of the following: 24 -------------------------------------------------------------------------------- Table of Contents •the scope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development activities; •establishing an appropriate safety and efficacy profile with IND-enabling studies; •successful patient enrollment in and the initiation and completion of clinical trials; •the timing, receipt and terms of any marketing approvals from applicable regulatory authorities including the FDA and non-U.S. regulators; •the extent of any required post-marketing approval commitments to applicable regulatory authorities; •establishing clinical and commercial manufacturing capabilities or making arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product successfully; •development and timely delivery of clinical-grade and commercial-grade drug formulations that can be used in our clinical trials and for commercial launch; •obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; •significant and changing government regulation; •launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; and •maintaining a continued acceptable safety profile of our product candidates following approval, if any, of our product candidates. Any changes in the outcome of any of these variables with respect to the development of our product candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the FDA or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect or if we experience significant delays in enrollment in any of our planned clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development of that product candidate. General and administrative expenses General and administrative expenses consist primarily of salaries and benefits, travel and stock-based compensation expense for personnel in executive, business development, finance, human resources, legal, information technology, pre-commercial and support personnel functions. General and administrative expenses also include direct and allocated facility-related costs as well as insurance costs and professional fees for legal, patent, consulting, investor and public relations, accounting and audit services. We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research activities and development of our product candidates and prepare for potential commercialization activities. We also anticipate that we will incur significantly increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company. Additionally, if and when we believe a regulatory approval of a product candidate appears likely, we anticipate an increase in payroll and other employee-related expenses as a result of our preparation for commercial operations, especially as it relates to the sales and marketing of that product candidate. Other income (expense) Other income (expense) consists primarily of interest income earned on our cash equivalents and investment balances, and realized and unrealized foreign currency transaction gains and losses. 25 -------------------------------------------------------------------------------- Table of Contents Results of operations Comparison of the three months endedJune 30, 2021 and 2020 The following table summarizes our results of operations for the three months endedJune 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 Change (in thousands) Operating expenses: Research and development$ 26,719 $ 10,170 $ 16,549 General and administrative 7,996 4,858 3,138 Total operating expenses 34,715 15,028 19,687 Loss from operations (34,715) (15,028) (19,687) Other income (expense): Interest expense - (1) 1 Interest income 948 881 67 Other (expense) income (584) (423) (161) Total other income (expense), net 364 457 (93) Net loss$ (34,351) $ (14,571) $ (19,780) Research and development Research and development expenses were$26.7 million for the three months endedJune 30, 2021 , compared to$10.2 million for the three months endedJune 30, 2020 . The following table summarizes our research and development expenses for the three months endedJune 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 Change (in thousands) BDTX-189 research and development expenses$ 7,369 $ 4,068 $ 3,301 Other research programs and platform development 11,156 3,035 8,121
expenses
Personnel expenses 7,122 2,556 4,566
Allocated facility expenses 840 124 716
Other expenses 232 387 (155)
$ 26,719 $ 10,170 $ 16,549
The increase of $16.5 million was primarily due to an increase of $8.1 million
in other research programs and platform development as we increased research
activities related to our platform and new programs. In addition, we incurred an
additional $3.3 million for BDTX-189 for the three months ended June 30, 2021 ,
compared to the three months ended June 30, 2020 . Personnel expenses increased
$4.6 million as we have increased our headcount and related personnel expenses.
Facility costs increased $0.7 million for the three months ended June 30, 2021 ,
compared to the three months ended June 30, 2020 due to the signing of a new
lease.
26
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General and administrative
General and administrative expenses were $8.0 million for the three months ended
June 30, 2021 , compared to $4.9 million for the three months ended June 30,
2020 . The increase of $3.1 million was primarily a result of higher
personnel-related costs due to additional headcount and higher legal and other
professional fees due to operating as a public company.
Other income (expense)
Other income was $0.4 million for the three months ended June 30, 2021 , compared
to $0.5 million for the three months ended June 30, 2020 . The decrease was
primarily attributable to interest income increasing at a slower rate than the
amortization of premium on investments in 2021 compared to 2020.
Comparison of the six months ended June 30, 2021 and 2020
The following table summarizes our results of operations for the six months
ended June 30, 2021 and 2020:
Six Months Ended
June 30,
2021 2020 Change
(in thousands)
Operating expenses:
Research and development $ 49,539 $ 17,524 $ 32,015
General and administrative 15,889 10,383 5,506
Total operating expenses 65,428 27,907 37,521
Loss from operations (65,428) (27,907) (37,521)
Other income (expense):
Interest expense - (1) 1
Interest income 2,100 1,625 475
Other (expense) income (1,324) (433) (891)
Total other income (expense), net 776 1,191 (415)
Net loss $ (64,652) $ (26,716) $ (37,936)
Research and development
Research and development expenses were $49.5 million for the six months ended
June 30, 2021 , compared to $17.5 million for the six months ended June 30, 2020 .
The following table summarizes our research and development expenses for the six
months ended June 30, 2021 and 2020:
Six Months Ended
June 30,
2021 2020 Change
(in thousands)
BDTX-189 research and development expenses $ 15,487 $ 6,683 $ 8,804
Other research programs and platform development 19,676 5,488 14,188
expenses
Personnel expenses 12,710 4,617 8,093
Allocated facility expenses 1,348 134 1,214
Other expenses 318 602 (284)
$ 49,539 $ 17,524 $ 32,015
27-------------------------------------------------------------------------------- Table of Contents The increase of$32.0 million was primarily due to an increase of$14.2 million in other research programs and platform development as we increased research activities related to our platform and new programs. In addition, we incurred an additional$8.8 million for BDTX-189 for the six months endedJune 30, 2021 , compared to the six months endedJune 30, 2020 . Personnel expenses increased$8.1 million as we have increased our headcount and related personnel expenses. Facility costs increased$1.2 million for the six months endedJune 30, 2021 , compared to the six months endedJune 30, 2020 due to the signing of a new lease. General and administrative General and administrative expenses were$15.9 million for the six months endedJune 30, 2021 , compared to$10.4 million for the six months endedJune 30, 2020 . The increase of$5.5 million was primarily a result of higher personnel-related costs due to additional headcount and higher legal and other professional fees due to operating as a public company. Other income (expense) Other income was$0.8 million for the six months endedJune 30, 2021 , compared to$1.2 million for the six months endedJune 30, 2020 . The decrease was primarily attributable to amortization of premium on investments in 2021 and none in 2020. Liquidity and capital resources Sources of liquidity Since our inception, we have not generated any revenue from any product sales or any other sources and have incurred significant operating losses and negative cash flows from our operations. We have not yet commercialized any of our product candidates, and we do not expect to generate revenue from sales of any product candidates for several years, if at all. We have funded our operations to date primarily with proceeds from the sale of preferred stock. OnFebruary 3, 2020 , we completed an IPO of 12,174,263 shares of our common stock, including the exercise in full by the underwriters of their option to purchase up to 1,587,947 additional shares of common stock, for aggregate gross proceeds of$231.3 million . We received$212.1 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. ThroughJune 30, 2021 , we had received net cash proceeds of$200.6 million from previous sales of our preferred stock and as ofJune 30, 2021 , we had cash, cash equivalents and investments of$263.5 million . Cash flows The following table summarizes our sources and uses of cash for each of the periods presented (in thousands): Six Months Ended June 30, 2021 2020 Cash used in operating activities$ (49,620) $
(24,886)
Cash provided by (used in) investing activities 51,674
(279,640)
Cash provided by financing activities 665
213,844
Net increase (decrease) in cash and cash equivalents
Operating activities During the six months endedJune 30, 2021 , we used cash in operating activities of$49.6 million , primarily resulting from our net loss of$64.7 million , partially offset by the non-cash charge related to stock compensation expense of$7.7 million and an increase in prepaid expenses and other current assets. 28 -------------------------------------------------------------------------------- Table of Contents During the six months endedJune 30, 2020 , we used cash in operating activities of$24.9 million , primarily resulting from our net loss of$26.7 million , partially offset by the non-cash charge related to stock compensation expense of$3.3 million . Changes in accounts payable and accrued expenses in all periods were generally due to growth in our business, the advancement of our product candidates, and the timing of vendor invoicing and payments. Investing activities During the six months endedJune 30, 2021 , we had cash provided by investing activities of$51.7 million primarily from the sales and maturities of investments. During the six months endedJune 30, 2020 , we had cash used in investing activities of$279.6 million for the purchase of investments. Financing activities During the six months endedJune 30, 2021 , we had cash provided by financing activities of$0.7 million , consisting of proceeds from exercise of stock options. During the six months endedJune 30, 2020 , we had cash provided by financing activities of$213.8 million consisting primarily of proceeds from the IPO. Funding requirements We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities and clinical trials of our product candidates. In addition, we expect to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses. The timing and amount of our operating expenditures will depend largely on our ability to: •advance BDTX-189 through clinical trials; •advance preclinical development of our early stage programs, including BDTX-1535 IND-enabling related activities; •manufacture, or have manufactured on our behalf, our preclinical and clinical drug material and develop processes for late state and commercial manufacturing; •seek regulatory approvals for any product candidates that successfully complete clinical trials; •establish a sales, marketing, medical affairs and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval and intend to commercialize on our own; •hire additional clinical, quality control and scientific personnel; •expand our operational, financial and management systems and increase personnel, including personnel to support our clinical development, manufacturing and commercialization efforts and our operations as a public company; and •obtain, maintain, expand and protect our intellectual property portfolio. As ofJune 30, 2021 , we had cash, cash equivalents and investments of$263.5 million , which we believe will fund our operating expenses and capital expenditure requirements into 2023. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. We anticipate that we will require additional capital as we seek regulatory approval of our product candidates and if we choose to pursue in-licenses or acquisitions of other product candidates. If we receive regulatory approval for BDTX-189 or our other product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize. 29 -------------------------------------------------------------------------------- Table of Contents Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including: •the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical and clinical trials; •the costs, timing and outcome of regulatory review of our product candidates; •the costs, timing and ability to manufacture our product candidates to supply our clinical and preclinical development efforts and our clinical trials; •the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval; •the costs of manufacturing commercial-grade product and necessary inventory to support commercial launch; •the ability to receive additional non-dilutive funding; •the revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval; •the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining, expanding and enforcing our intellectual property rights and defending intellectual property-related claims; •our ability to establish and maintain collaborations on favorable terms, if at all; and •the extent to which we acquire or in-license other product candidates and technologies. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of public or private equity offerings, debt financings, collaborations, strategic partnerships and alliances or marketing, distribution or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. In addition, debt financing would result in fixed payment obligations. If we raise additional funds through collaborations, strategic partnerships and alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. Contractual obligations and commitments The following summarizes our contractual obligations as ofJune 30, 2021 :
Payments Due by Period
Less than 1 More than 5
Year 1 to 3 Years 3 to 5 Years Years Total
(in thousands)
Property leases - commenced
5,075 $ 5,784 $ 17,913
Property leases - not yet
commenced 42 1,485 1,907 17,868 21,302
Total $ 2,265 $ 6,316 $ 6,982 $ 23,652 $ 39,215
30-------------------------------------------------------------------------------- Table of Contents Property leases - commenced The amounts reported for property leases represent future minimum lease payments under non-cancelable operating leases in effect as ofJune 30, 2021 . The minimum lease payments do not include common area maintenance charges or real estate taxes. Property leases - not yet commenced InDecember 2020 , we entered into a lease agreement for office and laboratory spaceNew York, NY , which is described in further detail in Note 10 of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. In connection therewith, we have committed to making at least$21,302,000 in rental payments over a lease term of eleven years. Other contractual obligations The contractual obligations table does not include any potential future milestone payments or royalty payments we may be required to make under our existing license agreements due to the uncertainty of the occurrence of the events requiring payment under those agreements. Off-balance sheet arrangements We did not have during the periods presented, and we do not have, any off-balance sheet arrangements, as defined under applicableSEC rules. Critical accounting policies and significant judgments and use of estimates Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles inthe United States , or GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations- Critical Accounting Policies and Use of Estimates" in our Annual Report on Form 10-K for the year endedDecember 31, 2020 , which was filed with theSEC onMarch 25, 2021 . During the six months endedJune 30, 2021 , there were no material changes to our critical accounting policies from those previously disclosed. Recently issued accounting pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report. 31 -------------------------------------------------------------------------------- Table of Contents Emerging growth company status The Jumpstart Our Business Startups Act of 2012 permits an "emerging growth company" such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to not "opt out" of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to "opt out" of such extended transition period or (ii) no longer qualify as an emerging growth company. Item 3. Quantitative and Qualitative Disclosure About Market Risk We had cash, cash equivalents and investments of approximately$263.5 million as ofJune 30, 2021 . The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. Our primary exposure to market risk relates to fluctuations in interest rates, which are affected by changes in the general level ofU.S. interest rates. Given the short-term nature of our cash, cash equivalents and investments, we do not expect that a sudden change in market interest rates would have a material impact on our financial condition and/or results of operations. We do not own any derivative financial instruments. We contract with vendors in foreign countries and have a subsidiary inCanada . As such, we have exposure to adverse changes in exchange rates of foreign currencies associated with our foreign transactions. We believe this exposure to be immaterial. We do not hedge against this exposure to fluctuations in exchange rates. We do not believe that our cash, cash equivalents and investments have significant risk of default or illiquidity. While we believe our cash, cash equivalents and investments do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash, cash equivalents and investments at one or more financial institutions that are in excess of federally insured limits. Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation had a material effect on our results of operations during the six months endedJune 30, 2021 and 2020. Item 4. Controls and Procedures Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as ofJune 30, 2021 . Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 32
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