You should read the following discussion and analysis of financial condition and
operating results together with our financial statements and related notes
appearing in this Quarterly Report on Form 10-Q ("Form 10-Q") and those included
in our Annual Report on Form 10-K for the year ended December 31, 2020 (the
"Form 10-K"). Some of the information contained in this discussion and analysis
or set forth elsewhere in this Form 10-Q, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. As a result of
many important factors, including those set forth in the "Risk Factors" section
of this Form 10-Q, our actual results could differ materially from the results
described in, or implied by, the forward-looking statements contained in the
following discussion and analysis. For convenience of presentation some of the
numbers have been rounded in the text below. Unless the context requires
otherwise, references in this Management's Discussion and Analysis of Financial
Condition and Results of Operations to the "Company," "we," "us" and "our" refer
to MeiraGTx Holdings plc and its subsidiaries.

Overview



We are a vertically integrated, clinical-stage gene therapy company with six
programs in clinical development and a broad pipeline of preclinical and
research programs. We have core capabilities in viral vector design and
optimization, gene therapy manufacturing as well as a potentially transformative
gene regulation technology. Led by an experienced management team, we have taken
a portfolio approach by licensing, acquiring and developing technologies that
give us depth across both product candidates and indications. Though initially
focusing on ophthalmology, salivary gland and neurodegenerative disease
programs, we intend to expand our focus in the future to develop additional gene
therapy treatments for patients suffering from a range of serious diseases.

We are an exempted company incorporated under the laws of the Cayman Islands in
2018, and prior to that, we commenced operations as MeiraGTx Limited, a private
limited company incorporated under the laws of England and Wales in 2015. Our
discussion of our financial condition and results of operations is based upon
our financial statements, which have been prepared in accordance with generally
accepted accounting principles in the United States ("GAAP"). Since our
formation, we have devoted substantially all of our resources to developing our
technology platform, establishing our viral vector manufacturing facilities and
our plasmid and DNA production facility and developing manufacturing processes,
advancing the product candidates in our ophthalmology, salivary gland and
neurodegenerative disease programs, building our intellectual property
portfolio, organizing and staffing our company, developing our business plan,
raising capital, and providing general and administrative support for these
operations. To date, we have financed our operations primarily with cash on hand
and proceeds from the sales of our Series A ordinary shares, convertible
preferred C shares and ordinary shares. Through March 31, 2021, we received
gross proceeds of approximately $446.0 million from sales of our ordinary
shares, Series A ordinary shares and convertible preferred C shares and
$100.0 million from the collaboration, option and license agreement with Janssen
Pharmaceuticals, Inc. ("Janssen"), one of the Janssen Pharmaceuticals Companies
of Johnson & Johnson (the "Collaboration Agreement"). As of March 31, 2021, we
had cash and cash equivalents of $199.4 million, as well as $12.0 million in
receivables due from Janssen in the second quarter of 2021 in connection with
the Collaboration Agreement.

We are a clinical stage company and have not generated any product revenues to
date. We have six clinical programs and a pipeline of preclinical programs.
Since inception, we have incurred significant operating losses. Our net losses
for the three-month periods ended March 31, 2021 and 2020 were $23.6 million and
$15.7 million, respectively. As of March 31, 2021, we had an accumulated deficit
of $284.6 million. We do not expect to generate revenue from sales of any
products for several years, if at all. In March 2019, we received an upfront
payment in the amount of $100.0 million from the Collaboration Agreement.
Additionally, pursuant to the Collaboration Agreement, we are eligible to
receive research and development funding and potential milestone payments and
royalties.

Our total operating expenses were $26.6 million and $19.9 million for the
three-month periods ended March 31, 2021 and 2020, respectively. While we expect
our operating expenses to increase substantially in connection with our ongoing
development activities related to our product candidates, including the planned
advancement of AAV-RPGR into the Phase 3 Lumeos clinical trial for the treatment
of patients with XLRP and the initiation of a Phase 3 clinical trial of
AAV-RPE65 for the treatment of retinal dystrophy associated with mutations in
the RPE65 gene, we believe that certain

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of these increases will be partially offset by the research funding in
connection with the Collaboration Agreement. In addition to these planned Phase
3 trials, we anticipate that our expenses will also increase due to costs
associated with our clinical development program targeting achromatopsia due to
mutations in the CNGB3 or CNGA3 gene. In addition, we expect to continue
incurring increasing costs associated with our clinical activities for AAV-AQP1
for the treatment of radiation-induced xerostomia and xerostomia associated with
Sjogren's syndrome. We expect to file an IND application for AAV-GAD in the
third quarter of 2021 following the release of the clinical material
manufactured in our London cGMP facility. We also incurred expenses during the
three-month period ended March 31, 2021 and expect to continue to incur expenses
related to research activities in additional therapeutic areas to expand our
pipeline, hiring additional personnel in manufacturing, research, clinical
operations, quality and other functional areas, and associated cash and
share-based compensation expense, as well as the further development of internal
manufacturing capabilities and capacity and other associated costs including the
management of our intellectual property portfolio.

We will require additional capital in the future, which we may raise through
equity offerings, debt financings, marketing and distribution arrangements and
other collaborations, strategic alliances and licensing arrangements or other
sources to enable us to complete the development and potential commercialization
of our product candidates. Furthermore, we expect to continue incurring costs
associated with being a public company. Adequate additional financing may not be
available to us on acceptable terms, or at all. Our failure to raise capital as
and when needed would have a negative effect on our financial condition and our
ability to pursue our business strategy. In addition, attempting to secure
additional financing may divert the time and attention of our management from
day-to-day activities and harm our product candidate development efforts. If we
are unable to raise capital when needed or on acceptable terms, we would be
forced to delay, reduce or eliminate certain of our research and development
programs.  The COVID-19 outbreak and mitigation measures also have had and may
continue to have an adverse impact on global economic conditions, which could
have an adverse effect on our ability to raise capital when needed.

Based on our cash and cash equivalents at March 31, 2021, we estimate that such
funds will be sufficient to enable us to fund our operating expenses and capital
expenditure requirements into the middle of 2023. We have based these estimates
on assumptions that may prove to be wrong, and we may use our available capital
resources sooner than we currently expect. See "Liquidity and Capital
Resources." Because of the numerous risks and uncertainties associated with the
development of our product candidates, any future product candidates, our
platform and technology and because the extent to which we may enter into
collaborations with third parties for development of any of our product
candidates is unknown, we are unable to estimate the amounts of increased
capital outlays and operating expenses associated with completing the research
and development of our product candidates.

Adequate additional funds may not be available to us on acceptable terms, or at
all. To the extent that we raise additional capital through the sale of equity
or convertible securities, your ownership interest will be diluted, and the
terms of these securities may include liquidation or other preferences that
adversely affect your rights as a shareholder. Any future debt financing or
preferred equity or other financing, if available, may involve agreements that
include covenants limiting or restricting our ability to take specific actions,
such as incurring additional debt, making capital expenditures or declaring
dividends and may require the issuance of warrants, which could potentially
dilute your ownership interests.

If we raise additional funds through collaborations, strategic alliances, 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 when needed,
we may be required to delay, limit, reduce, or terminate our product development
programs, any future commercialization efforts or further development of our
manufacturing facilities or processes, or grant rights to develop and market
product candidates that we would otherwise prefer to develop and market
ourselves. Because of the numerous risks and uncertainties associated with drug
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 revenue from 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.

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Highlights and Recent Developments

Recent Clinical Development Highlights and Anticipated 2021 Milestones

AAV-RPGR for the Treatment of X-Linked Retinitis Pigmentosa (XLRP):

? We and our development partner Janssen continue to prepare for initiation of

the Phase 3 Lumeos clinical trial.

We and Janssen intend to present additional data from the Phase 1/2 clinical

? trial of X-linked retinitis pigmentosa (MGT009) at medical meetings later this


   year.



AAV-RPE65 for the Treatment of RPE65-associated Retinal Dystrophy:

? We continue to anticipate initiating a Phase 3 pivotal trial of AAV-RPE65 in


   the second half of 2021.



AAV-AQP1 for the Treatment of Grade 2/3 Radiation-Induced Xerostomia:

? Dosing in the second cohort of the AQUAx phase 1 trial is ongoing and we expect

to complete enrollment in 2021. Four clinical sites are now open in the U.S.

? We are currently planning a phase 2 study and expect to initiate this trial in


   the second half of 2022.



AAV-GAD for the Treatment of Parkinson's Disease:

? We expect to file an Investigational New Drug (IND) application in the third

quarter of 2021 with material manufactured from our cGMP facility in London.

Riboswitch Gene Regulation Platform:

We continue to generate in-vivo data demonstrating regulation of multiple

? therapeutic genes in multiple tissues. We plan to host an R&D day in the second

half of 2021 detailing our proprietary riboswitch gene regulation platform,


   including data to support potential therapeutic targets.



AAV-CNGB3 and AAV-CNGA3 for the Treatment of Achromatopsia (ACHM):

We and Janssen continue to advance the ongoing clinical development of

? AAV-CNGB3 and AAV-CNGA3 for the treatment of ACHM associated with mutations in

the CNGB3 and CNGA3 genes.

On January 26, 2021, the U.S. Food and Drug Administration (FDA) granted Fast

o Track designation to our AAV-CNGA3 gene therapy product candidate for the

treatment of ACHM caused by mutations in the CNGA3 gene.

We and Janssen have now completed dosing of both adults and pediatric patients

o in the Phase 1/2 dose escalation study of AAV-CNGA3 and expect to provide an

update on further clinical studies for both AAV-CNGB3 and AAV-CNGA3 later in


   2021.



Recent Corporate Development Highlights

Manufacturing and Supply Chain:

We have made significant progress optimizing our proprietary AAV manufacturing

platform process. With our internal plasmid facility now operational, we

? continue to expedite bringing the entire manufacturing process and supply chain

in-house to more rapidly and cost-effectively bring innovative and potentially


   curative treatments to patients.



Components of Our Results of Operations

License Revenue

Our license revenue consisted of the amortization of the upfront payment we received in connection with the Collaboration Agreement.

Operating Expenses

Our operating expenses since inception have consisted primarily of general and administrative costs and research and development costs.



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General and Administrative Expenses


General and administrative expenses consist primarily of salaries and other
related costs, including share-based compensation, for personnel in our
executive, finance, legal, business development and administrative functions.
General and administrative expenses also include legal fees relating to
intellectual property and corporate matters; professional fees for accounting,
auditing, tax and consulting services; insurance costs; travel expenses; and
office facility-related expenses, which include direct depreciation costs.

We expect that our general and administrative expenses will increase in the
future as we increase our personnel headcount to support increased research and
development activities. We have also incurred, and expect to continue to incur,
increased expenses associated with being a public company, including costs of
accounting, audit, legal, regulatory and tax-related services associated with
maintaining compliance with Nasdaq and SEC requirements; director and officer
insurance costs; and investor and public relations costs.

Research and Development Expenses



Research and development expenses consist primarily of costs incurred for our
research activities, including our discovery efforts, and the development of our
product candidates, and include:

? employee-related expenses, including salaries, benefits and travel of our

research and development personnel;

expenses incurred in connection with third-party vendors that conduct clinical

? and preclinical studies and manufacture the drug product for the clinical

trials and preclinical activities;

? acquisition of in process research and development;

costs associated with clinical and preclinical activities including costs

? related to facilities, supplies, rent, insurance, certain legal fees,

share-based compensation, and depreciation; and

? expenses incurred with the development and operation of our manufacturing

facilities.

We expense research and development costs as incurred.



Research and development activities are central to our business model. We expect
that our research and development expenses will continue to increase
substantially for the foreseeable future as we initiate additional preclinical
and clinical trials of our existing product candidates, including the planned
advancement of AAV-RPGR into the Phase 3 Lumeos clinical trial for the treatment
of patients with XLRP and the initiation of a Phase 3 clinical trial of
AAV-RPE65 for the treatment of retinal dystrophy associated with mutations in
the RPE65 gene, and continue to discover and develop additional product
candidates. Certain of these increases in research and development costs will be
partially offset by the research funding provided in connection with the
Collaboration Agreement we entered into in January 2019.

We cannot determine with certainty the duration and costs of future clinical
trials of our product candidates or any other product candidate we may develop
or if, when, or to what extent we will generate revenue from the
commercialization and sale of any product candidate for which we obtain
marketing approval. We may never succeed in obtaining marketing approval for any
product candidate. The duration, costs and timing of clinical trials and
development of our existing product candidates or any other product candidate we
may develop will depend on a variety of factors, including:

the scope, rate of progress, expense and results of clinical trials of our

? existing product candidates, as well as of any future clinical trials of other


   product candidates and other research and development activities that we may
   conduct;


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? uncertainties in clinical trial design and patient enrollment rates;

the actual probability of success for our product candidates, including the

? safety and efficacy, early clinical data, competition, manufacturing capability

and commercial viability;

? significant and changing government regulation and regulatory guidance;

? the timing and receipt of any marketing approvals;

? the expense of filing, prosecuting, defending and enforcing any patent claims

and other intellectual property rights; and

? business interruptions from the COVID-19 pandemic that may affect any of the

foregoing.




A change in the outcome of any of these variables with respect to the
development of a product candidate could mean a significant change in the costs
and timing associated with the development of that product candidate. For
example, if the FDA or another U.S. or foreign regulatory authority were to
require us to conduct clinical trials beyond those that we anticipate will be
required for the completion of clinical development of a product candidate, or
if we experience significant delays in our clinical trials due to patient
enrollment or other reasons, we would be required to expend significant
additional financial resources and time on the completion of clinical
development.

Other non-operating income (expense)

Other non-operating income (expense) includes the following:

Foreign currency loss



Our condensed consolidated financial statements are presented in U.S. dollars,
which is our reporting currency. The financial position and results of
operations of our subsidiaries MeiraGTx UK II Limited, MeiraGTx Ireland DAC,
MeiraGTx Netherlands B.V. and MeiraGTx B.V. are measured using the foreign
subsidiaries' local currency as the functional currency. These entities' cash
accounts holding U.S. dollars and intercompany payables and receivables are
remeasured based upon the exchange rate at the date of remeasurement with the
resulting gain or loss included in the condensed consolidated statements of
operations and comprehensive loss. Expenses of such subsidiaries have been
translated into U.S. dollars at average exchange rates prevailing during the
period. Assets and liabilities have been translated at the rates of exchange on
the condensed consolidated balance sheet date. The resulting translation gain
and loss adjustments are recorded directly as a separate component of
shareholders' equity and as other comprehensive loss on the condensed
consolidated statements of operations and comprehensive loss.

Critical Accounting Policies and Use of Estimates


Management's discussion and analysis of our financial condition and results of
operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these condensed
consolidated financial statements requires us to make estimates and judgements
that affect the reporting amounts of assets, liabilities and expenses and the
disclosure of contingent assets and liabilities in our condensed consolidated
financial statements. On an ongoing basis, we evaluate our estimates and
judgements, including those related to license and collaboration revenue,
share-based compensation and accrued expenses. We base our estimates on
historical experience, known trends and events and various other factors that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgements about the carrying value of assets and liabilities
that are not readily apparent from our sources. Actual results may differ from
these estimates under different assumptions.

The Company's critical accounting policies, significant judgements and estimates
are included in the Company's Form 10-K for the year ended December 31, 2020 and
Note 2 to our unaudited condensed consolidated financial statements included
elsewhere in this Form 10-Q.

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Results of Operations

Comparison of Three Months Ended March 31, 2021 and 2020




                                               2021           2020          Change

                                                         (in thousands)

License revenue - related party             $     4,595    $     4,210    $

      385
Operating expenses:
General and administrative                        9,918         11,806        (1,888)
Research and development                         16,709          8,083          8,626
Total operating expenses                         26,627         19,889          6,738
Loss from operations                           (22,032)       (15,679)        (6,353)
Other non-operating income (expense)
Foreign currency loss                           (1,615)          (757)          (858)
Interest income                                      89            789          (700)
Interest expense                                   (59)           (34)           (25)
Net loss                                       (23,617)       (15,681)        (7,936)
Other comprehensive (loss) income:
Foreign currency translation for the
three-month periods ended March 31, 2021
and 2020, respectively                            (271)          3,946        (4,217)
Total comprehensive loss                    $  (23,888)    $  (11,735)    $  (12,153)




License Revenue

License revenue was $4.6 million for the three months ended March 31, 2021, compared to $4.2 million for the three months ended March 31, 2020. This increase represents increased amortization of the $100.0 million upfront payment received in connection with the Collaboration Agreement.

General and Administrative Expenses


General and administrative expenses were $9.9 million for the three months ended
March 31, 2021, compared to $11.8 million for the three months ended March 31,
2020. The decrease of $1.9 million was primarily due to a decrease of
$2.4 million in payroll and payroll related costs and $1.7 million in
share-based compensation due to certain restricted ordinary shares issued to
certain members of senior management in June 2018 becoming fully vested in June
2020. These decreases were partially offset by increases of $0.6 million in
insurance costs, $0.6 million in rent and facilities costs, $0.5 million in
consulting fees, $0.2 million in legal and accounting fees, $0.1 million in
depreciation and $0.2 million in other office related costs.

Research and Development Expenses


Research and development expenses for the three months ended March 31, 2021 were
$16.7 million, compared to $8.1 million for the three months ended March 31,
2020. The increase of $8.6 million was primarily due to increases of $3.0
million in costs related to our pre-clinical research and clinical trials and
$2.5 million in payroll and payroll related costs due to the expansion of our
clinical trials and manufacturing capabilities. Additional increases include
$1.7 million in license fees, $0.9 million in share-based compensation, $0.8
million in depreciation and a decrease of $2.3 million in research funding
provided under our Collaboration Agreement with Janssen, which was partially
offset by decreases of $2.2 million of costs related to the manufacture of
material for our clinical trials and $0.4 million in other research and
development costs.

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Foreign Currency Loss

Foreign currency loss was $1.6 million for the three months ended March 31, 2021
compared to a loss of $0.8 million for the three months ended March 31, 2020.
The increase in the loss of $0.9 million was primarily due to a weakening of the
U.S. dollar against the pound sterling and euro during the three months ended
March 31, 2021.

Other Comprehensive (Loss) Income - Foreign Currency Translation (Loss) Gain


Foreign currency translation adjustments resulted in a translation loss of $0.3
million for the three months ended March 31, 2021 compared to a translation gain
of $3.9 million for the three months ended March 31, 2020. The change in the
amount of $4.2 million was primarily due to a weakening of the U.S. dollar
against the pound sterling and euro during the three months ended March 31,
2021.

Liquidity and Capital Resources


Since our inception, we have incurred significant operating losses. For the
three months ended March 31, 2021, we generated $9.1 million of positive cash
flows from operations. However, the Company generally does not generate positive
cash flows from operations and there are no assurances that we will generate
positive cash flows in the future. Additionally, there are no assurances that we
will be successful in obtaining an adequate level of financing for the
development and commercialization of our product candidates. We expect to incur
significant expenses and operating losses for the foreseeable future as we
advance the preclinical and clinical development of our product candidates. We
expect that our research and development and general and administrative costs
will increase in connection with conducting preclinical studies and clinical
trials for our product candidates, building out internal capacity to have
products manufactured to support preclinical studies and clinical trials,
expanding our intellectual property portfolio, and providing general and
administrative support for our operations. In addition, on August 4, 2020 we
entered into agreements to acquire our second cGMP viral vector manufacturing
facility and our first cGMP plasmid and DNA production facility in Shannon,
Ireland to expand our manufacturing and supply chain capabilities. We closed on
the acquisition of the first building in August 2020 and on the second building
in January 2021. As a result of these incurred and expected expenses, we will
need additional capital to fund our operations, which we may obtain from
additional equity or debt financings, collaborations, licensing arrangements, or
other sources.

We do not currently have any approved products and have never generated any revenue from product sales. We have historically financed our operations primarily through cash on hand and proceeds from the sale of our ordinary shares, series A ordinary shares and convertible preferred C shares. In March 2019, we received $100.0 million in connection with the Collaboration Agreement, which also provides us with research funding, and we are eligible to receive potential milestone payments and royalties.



Based on our current cash and cash equivalents at March 31, 2021 and the
research funding we expect to receive under the Collaboration Agreement, we
estimate that we will be able to fund our operating expenses and capital
expenditure requirements into the middle of 2023.  We have based these estimates
on assumptions that may prove to be wrong, and we could utilize our available
capital resources sooner than we expect.

Cash Flows

As of March 31, 2021, we had $199.4 million of cash and cash equivalents.






                                                          For the 

three-month periods ended March 31,


                                                                2021                         2020

                                                                         (in thousands)
Net cash provided by (used in) operating activities    $                9,086       $             (12,384)
Net cash used in investing activities                                (18,868)                      (4,036)
Net cash provided by financing activities                                 136                          165
Decrease in cash                                       $              (9,646)       $             (16,255)




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Operating Activities

During the three months ended March 31, 2021, our cash provided by operating
activities of $9.1 million was primarily due to our receipt of reimbursements
under the Collaboration Agreement as well as tax incentives, which was partially
offset by a net loss of $23.6 million as we incurred expenses associated with
research activities on our clinical programs, manufacturing of our clinical
trial materials, preclinical research programs and general and administrative
expenses. The net loss included non-cash charges of $8.2 million, which
consisted of $4.8 million of share-based compensation, $1.6 million of a foreign
currency loss and $1.8 million of depreciation and amortization. Additionally,
operating assets, consisting of accounts receivable-related party, prepaid
expenses, tax incentive receivable, security deposits and other current assets,
decreased by $32.6 million and operating liabilities, consisting of accounts
payable, accrued expenses, deferred revenue - related party and other current
liabilities, decreased by $8.1 million.

During the three months ended March 31, 2020, our cash used in operating
activities of $12.4 million was primarily due to our net loss of $15.7 as we
incurred expenses associated with research activities on our clinical programs,
manufacturing of our clinical trial materials, preclinical research programs and
general and administrative expenses. The net loss included non-cash charges of
$7.2 million, which consisted of $5.7 million of share-based compensation,
foreign currency loss of $0.8 million, and depreciation and amortization of $0.8
million, which was partially offset by a gain on termination of lease liability
of $0.1 million. Additionally, operating assets, consisting of accounts
receivable, prepaid expenses, tax incentive receivable, security deposits and
other current assets, decreased by $0.8 million and operating liabilities,
consisting of accounts payable, accrued expenses, and deferred revenue - related
party, decreased by $4.7 million.

Investing Activities


Net cash used in investing activities for the three months ended March 31, 2021
of $18.9 million consisted primarily of $8.9 million in payments for the
acquisition of the second building and long-term lease for our manufacturing
facility in Ireland, $5.5 million in connection with investments in subsidiaries
and $4.5 million for purchases of property and equipment for our manufacturing,
laboratory and process development facilities and buildout costs of our new
facilities.

Net cash used in investing activities for the three months ended March 31, 2020
of $4.0 million consisted of purchases of property and equipment, primarily for
our manufacturing and process development facilities.

Financing Activities



Net cash provided by financing activities was $0.1 million for the three months
ended March 31, 2021, which consisted of proceeds from the exercise of share
options.

Net cash provided by financing activities was $0.2 million for the three months ended March 31, 2020, which consisted primarily of gross proceeds of $0.2 million from the exercise of share options.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements under applicable SEC rules and do not have any holdings in variable interest entities.

Emerging Growth Company Status


The Jumpstart Our Business Startups Act of 2012, (the "JOBS Act"), permits an
"emerging growth company," which we are, 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 take advantage of this extended transition period.



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