The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial information and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission ("SEC") on March 15, 2021. In addition to historical financial information, the following discussion contains forward-looking statements based upon our current plans, expectations and beliefs that involve risks, uncertainties and assumptions. Our actual results may differ materially from those described in or implied by these forward-looking statements because of many factors, including those set forth under the section titled "Risk Factors" in Part II, Item 1A. Such factors may be amplified by the ongoing COVID-19 pandemic and its potential impact on our business and the global economy.

Overview

We are a biopharmaceutical company focused on developing impactful medicines for patients and families living with rare neurological disorders. We believe these disorders represent an attractive area for drug development as the understanding of the underlying biology has grown meaningfully over the last few years and today represent a substantial opportunity medically and commercially. Based on the rapid increase in scientific understanding of the role of genetics and key biological pathways relevant to diseases of the brain, we aim to identify, discover and develop novel compounds for the treatment of rare neurological disorders. We have built a deep knowledge of such diseases, how to treat them and how to develop the clinically meaningful endpoints required for development of a compound in these disorders. As a result of this knowledge, we have developed a pipeline of first-in-class compounds and programs and have demonstrated our model by progressing multiple compounds through to late-stage development. We continue to execute on our strategy to build this pipeline by discovering in-licensing and collaborating with leading biopharmaceutical companies and academic institutions.

Our latest pipeline includes two late-stage programs and several earlier-stage programs.

[[Image Removed: img41446606_0.jpg]]

Since our inception in April 2014, we have devoted substantially all of our efforts to organizing and planning our business, building our management and technical team, acquiring operating assets and raising capital.

During the nine months ended September 30, 2021, we generated $208.4 million of license and other revenue through our Collaboration and License Agreement ("the Angelini License Agreement") with Angelini Pharma Rare Diseases AG ("Angelini") and our Royalty, License and Termination agreement (the "Takeda License and Termination Agreement") with Takeda Pharmaceutical Company Limited ("Takeda") and have otherwise funded our business primarily through the sale of our capital stock. Through September 30, 2021, we have raised net proceeds of $275.4 million from the sale of our convertible preferred stock and our common stock. As of September 30, 2021, we had $201.8 million in cash and cash equivalents. We recorded net income of $148.8 million for the nine months ended September 30, 2021 and net losses of $59.0 million for the nine months ended September 30, 2020. As of September 30, 2021, we had an accumulated deficit of $145.4 million.



                                       21

--------------------------------------------------------------------------------

Although we recorded net income of $148.8 million during the nine months ended September 30, 2021, we expect to incur significant expenses and increasing operating losses for at least the next several years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned preclinical studies and clinical trials and expenditures on our other research and development and commercial development activities. We expect our expenses will increase substantially over time as we:



?
continue the ongoing and planned preclinical and clinical development of our
drug candidates;
?
build a portfolio of drug candidates through the development, acquisition or
in-license of drugs, drug candidates or technologies;
?
pursue collaborations and other arrangements with other leading
biopharmaceutical companies and academic institutions;
?
initiate preclinical studies and clinical trials for any additional drug
candidates that we may pursue in the future;
?
seek marketing approvals for our current and future drug candidates that
successfully complete clinical trials;
?
establish a sales, marketing and distribution infrastructure to commercialize
any drug candidate for which we may obtain marketing approval;
?
develop, maintain, expand and protect our intellectual property portfolio;
?
implement operational, financial and management systems; and
?
attract, hire and retain additional administrative, clinical, regulatory,
manufacturing, commercial and scientific personnel.

COVID-19 Update

We have implemented business continuity plans designed to address and mitigate the impact of the ongoing COVID-19 pandemic on our employees and our business. We continue to operate normally with all of our employees continuing to work productively at home and abiding by new or re-imposed travel restrictions issued by federal, state and local governments. Our current plans to return to the office remain fluid as the COVID-19 pandemic persists, federal, state and local guidelines, rules and regulations continue to evolve and vaccination efforts continue.

Financial Operations Overview

Revenue

Since inception, we recognized $25.0 million of revenue under the Angelini License Agreement and $196.0 million in connection with the Takeda License and Termination Agreement. We have not generated any revenue from commercial drug sales and do not expect to generate any revenue from commercial drug sales unless or until we obtain regulatory approval of and commercialize one or more of our current or future drug candidates. In the future, we may generate revenue from a combination of research and development payments, license fees and other upfront or milestone payments.

Research and Development Expenses

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



?
employee-related expenses, including salaries, benefits and stock-based
compensation expense;
?
fees paid to consultants for services directly related to our drug development
and regulatory effort;
?
expenses incurred under agreements with contract research organizations, as well
as contract manufacturing organizations and consultants that conduct preclinical
studies and clinical trials;
?
costs associated with preclinical activities and development activities;
?
costs associated with technology and intellectual property licenses;
?
milestone payments and other costs under licensing agreements; and
?
depreciation expense for assets used in research and development activities.

Costs incurred in connection with research and development activities are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or other information provided to us by our vendors.

Research and development activities are and will continue to be central to our business model. We expect our research and development expenses to increase over the next several years as we advance our current and future drug candidates through preclinical studies and clinical trials. The process of conducting preclinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any preclinical study or clinical trial that we may conduct. The duration, costs and timing of clinical trial programs and development of our current and future drug candidates will depend on a variety of factors that include, but are not limited to, the following:



?
number of clinical trials required for approval and any requirement for
extension trials;
?
per patient trial costs;

                                       22

--------------------------------------------------------------------------------




?
number of patients who participate in the clinical trials;
?
number of sites included in the clinical trials;
?
countries in which the clinical trial is conducted;
?
length of time required to enroll eligible patients;
?
number of doses that patients receive;
?
drop-out or discontinuation rates of patients;
?
potential additional safety monitoring or other studies requested by regulatory
agencies;
?
duration of patient follow-up; and
?
efficacy and safety profile of the drug candidate.

In addition, the probability of success for any of our current or future drug candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each drug candidate, as well as an assessment of each drug candidate's commercial potential.

General and Administrative Expenses

General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and stock-based compensation expense, related to our executive, finance, business development and support functions. Other general and administrative expenses include costs associated with operating as a public company described below, travel expenses, conferences, professional fees for auditing, tax and legal services and facility-related costs.

Other Income (Expense), Net

Other income (expense) primarily consists of interest income earned on our cash and cash equivalents maintained in money market funds and prior short-term investments that were maintained in U.S. treasury notes.

Results of Operations

Comparison of the Three Months Ended September 30, 2021 and 2020, respectively



The following table summarizes the results of our operations for the periods
indicated:



                                               Three Months      Three Months
                                                   Ended             Ended
                                               September 30,     September 30,
                                                   2021              2020            Change
                                                               (in thousands)
Revenue:
  License and other revenue                    $           -     $       6,914     $   (6,914 )
  License revenue - related party                          -                 -              -
    Total revenue                                          -             6,914         (6,914 )
Operating expenses:
  Research and development                     $       4,917     $      15,876     $  (10,959 )
  General and administrative                           6,764             7,442           (678 )
     Total operating expenses                         11,682            23,318        (11,636 )
(Loss) from operations                               (11,682 )         (16,404 )        4,722
Other income (expense), net                                3               (21 )           24
(Loss) before provision (benefit) for income
taxes                                                (11,679 )         (16,425 )        4,746
(Benefit) for income taxes                              (295 )               -           (295 )
Net loss                                       $     (11,384 )   $     (16,425 )   $    5,041




Revenue

No revenue was generated during the three months ended September 30, 2021. Total revenue was $6.9 million for the three months ended September 30, 2020 due to $6.9 million of revenue recorded in connection with the Angelini License Agreement.



                                       23

--------------------------------------------------------------------------------

Research and Development Expenses





                                                Three Months        Three Months
                                               Ended September         Ended
                                                     30,           September 30,
                                                    2021                2020            Change
                                                                (in thousands)
Preclinical and development expenses           $         1,416     $       10,713     $   (9,297 )
Payroll and payroll-related expenses                     2,810              4,097         (1,287 )
Other expenses                                             691              1,065           (374 )
Total research and development                 $         4,917     $       15,875     $  (10,958 )

During the three months ended September 30, 2021, total research and development expenses were $4.9 million compared to $15.9 million for the three months ended September 30, 2020. The decrease of $11.0 million was primarily due to decreased preclinical and development expenses related to the decision to discontinue the clinical study of OV101 in Angelman syndrome and Fragile X syndrome and the termination of the Takeda collaboration agreement for OV935.

General and Administrative Expenses





                                                Three Months        Three Months
                                               Ended September     Ended September
                                                     30,                 30,
                                                    2021                2020             Change
                                                                 (in thousands)
Payroll and payroll-related expenses           $         3,222     $         3,588     $     (366 )
Legal and professional fees                              1,795               2,908         (1,113 )
General office expenses                                  1,747                 946            801
Total general and administrative               $         6,764     $         7,442     $     (678 )

General and administrative expenses were $6.8 million for the three months ended September 30, 2021 compared to $7.4 million for the three months ended September 30, 2020. The decrease of $0.7 million was primarily due to decreases in legal and professional fees of $1.1 million and payroll and payroll-related benefit of $0.4 million, offset by increases in general office expenses.

(Benefit) Provision for income taxes

The provision for income taxes was a benefit of $0.3 million for the three months ended September 30, 2021. There was no provision for income taxes for the three months ended September 30, 2020. The year-to-date increase in tax provision was due to the revenue generated as a result of the $196.0 million of revenue recorded in connection with the Takeda License and Termination Agreement, as well as disallowed use of net operating losses. The benefit recorded during the three months ended September 30, 2020 was the result of adjusting the year-to-date tax provision for activity through September 30, 2020.





Other (Expense) Income, net

We incurred nominal other expenses for the three months ended September 30, 2021 and for the three months ended September 30, 2020.



                                       24

--------------------------------------------------------------------------------

Comparison of the Nine Months Ended September 30, 2021 and 2020, respectively



The following table summarizes the results of our operations for the periods
indicated:


                                                   Nine Months       Nine Months
                                                      Ended             Ended
                                                  September 30,     September 30,
                                                      2021              2020            Change
                                                                  (in thousands)
Revenue:
  License and other revenue                       $      12,383     $       6,914     $    5,469
  License revenue - related party                       196,000                 -        196,000
    Total revenue                                       208,383             6,914        201,469

Operating Expenses:


  Research and development                               28,850            46,534        (17,684 )
  General and administrative                             28,970            20,220          8,750
     Total operating expenses                            57,820            66,754         (8,934 )
Income (loss) from operations                           150,563           (59,840 )      210,402
Other (expense) income, net                                 (50 )             834           (883 )
Income (loss) before provision for income taxes         150,513           (59,006 )      209,519
Provision for income taxes                                1,679                 -          1,679
Net income (loss)                                 $     148,835     $     (59,006 )   $  211,198


Revenue

Total revenue was $208.4 million for the nine months ended September 30, 2021, and $6.9 million for the nine months ended September 30, 2020. The increase in total revenue was due to $12.4 million of revenue recorded in connection with the Angelini License Agreement and $196.0 million of revenue recorded in connection with the Takeda License and Termination Agreement.

Research and Development Expenses






                                                Nine Months        Nine Months
                                                   Ended              Ended
                                               September 30,      September 30,
                                                    2021               2020            Change
                                                                (in thousands)
Preclinical and development expense            $       15,557     $       31,963     $  (16,406 )
Payroll and payroll-related expenses                   10,557             11,683         (1,126 )
Other expenses                                          2,736              2,888           (152 )
Total research and development                 $       28,850     $       46,534     $  (17,684 )

Research and development expenses were $28.9 million for the nine months ended September 30, 2021 compared to $46.5 million for the nine months ended September 30, 2020. The decrease of $17.7 million was primarily due to decreased preclinical and development expenses related to the decision to discontinue the clinical study of OV101 in Angelman syndrome and Fragile X syndrome and the termination of the Takeda collaboration agreement for OV935.

General and Administrative Expenses






                                                Nine Months        Nine Months
                                                   Ended              Ended
                                               September 30,      September 30,
                                                    2021               2020            Change
                                                                (in thousands)
Payroll and payroll-related expenses           $       10,647     $        9,305     $    1,342
Legal and professional fees                            14,611              8,009          6,602
General office expenses                                 3,712              2,906            806
Total general and administrative               $       28,970     $       20,220     $    8,750




                                       25

--------------------------------------------------------------------------------

General and administrative expenses were $29.0 million for the nine months ended September 30, 2021 compared to $20.2 million for the nine months ended September 30, 2020. The increase of $8.8 million was primarily due to an increase in legal and professional fees of $6.6 million, which includes one-time fees related to the Takeda License and Termination Agreement, an increase in payroll and payroll-related expenses of $1.3 million, and an increase to general offices expenses of $0.8 million.





Provision for income taxes

The provision for income taxes was $1.7 million for the nine months ended September 30, 2021. There was no provision for income taxes for the nine months ended September 30, 2020. The increase was due to the revenue generated as a result of the $196.0 million of revenue recorded in connection with the Takeda License and Termination Agreement.

Other Income (Expense), net

We incurred nominal other expense for the nine months ended September 30, 2021. Other income was $0.8 million for the nine months ended September 30, 2020.

Liquidity and Capital Resources

Overview

As of September 30, 2021, we had total cash and cash equivalents of $201.8 million as compared to $72.0 million of cash and cash equivalents as of December 31, 2020. The $129.8 million increase in total cash and cash equivalents was due primarily to the one-time upfront payment of $196.0 million received as part of the Takeda License and Termination Agreement, partially offset by operating expenses of $57.8 million for the nine months ended September 30, 2021.

In November 2020, we filed a shelf registration statement on Form S-3 (Registration No. 333-250054) that allows us to sell up to an aggregate of $250.0 million of our common stock, preferred stock, debt securities and/or warrants (the "S-3 Registration Statement"), which includes a prospectus covering the issuance and sale of up to $75.0 million of common stock pursuant to an at-the-market ("ATM") offering program. As of September 30, 2021, we had $250.0 million available under our S-3 Registration Statement, including $75.0 million available pursuant to our ATM program.

Similar to other development stage biotechnology companies, we have generated limited revenue, which has been through the Angelini License Agreement. With the exception of the three months ended March 31, 2021, when we received the one-time upfront payment of $196.0 million as part of the Takeda License and Termination Agreement, we have incurred losses and experienced negative operating cash flows since our inception and anticipate that we will continue to incur losses for at least the next several years. We recorded net income of approximately $148.8 million and net losses of $59.0 million for the nine months ended September 30, 2021 and 2020, respectively. We expect to incur net losses in subsequent periods. As of September 30, 2021, we had an accumulated deficit of $145.4 million and working capital of $195.0 million.

We believe that our existing cash and cash equivalents as of September 30, 2021 will be sufficient to fund our current operating plans through at least the next 12 months from the date of the filing of this Quarterly Report on Form 10-Q.

We plan to finance our cash needs through either equity offerings, debt financings, collaborations, strategic alliances, or licensing agreements or a combination of any such transactions. To the extent that we raise additional capital through future equity offerings or debt financings, ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt and equity financings, 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. There can be no assurance that such financings will be obtained on terms acceptable to us, if at all. The ongoing COVID-19 pandemic continues to evolve and has already resulted in a significant disruption of global financial markets. If the disruption persists and deepens, we could experience an inability to access additional capital, which could in the future negatively affect our operations. If we raise additional funds through collaborations, strategic alliances or licensing agreements with third parties for one or more of our current or future drug candidates, we may be required to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to us. Our failure to raise capital as and when needed would have a material adverse effect on our financial condition and our ability to pursue our business strategy.



                                       26

--------------------------------------------------------------------------------

Cash Flows

The following table summarizes our cash flows for the periods indicated:





                                                        Nine Months        Nine Months
                                                           Ended              Ended
                                                       September 30,      September 30,
                                                            2021               2020
                                                                (in thousands)
Net cash provided by (used in):
Operating activities                                   $      130,610     $      (37,075 )
Investing activities                                           (1,659 )           34,739
Financing activities                                              795             47,305

Net increase (decrease) in cash and cash equivalents $ 129,746 $ 44,969

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities was $130.6 million for the nine months ended September 30, 2021, which consisted of net income of $148.8 million offset by a net of $18.2 million of non-cash charges and indirect cash changes, primarily related to $12.4 million of deferred revenue, $3.7 million of stock-based compensation expense, and decreases in accounts payable and accrued expenses of $7.4 million. Net cash used in operating activities was $37.1 million for the nine months ended September 30, 2020, which consisted of a net loss of $59.0 million offset by a net of $21.9 million of non-cash charges and indirect cash changes, primarily related to $5.5 million of stock-based compensation expense.

Net Cash (Used In) Provided by Investing Activities

Net cash used in investing activities was $1.7 million for the nine months ended September 30, 2021, compared to $34.7 million of net cash provided by investing activities for the nine months ended September 30, 2020. Net cash used in investing activities during the nine months ended September 30, 2021 consisted of purchases of equity investments compared to the cash provided by maturities of short-term investments during the nine months ended September 30, 2020.

Net Cash Provided by Financing Activities

Net cash provided by financing activities of $0.8 million for the nine months ended September 30, 2021 primarily due to purchases of shares under the 2017 employee stock purchase plan and the exercise of options. Net cash provided by financing activities of $47.3 million for the nine months ended September 30, 2020 was primarily due to proceeds from exercise of options and purchases of shares under the 2017 employee stock purchase plan, as well as proceeds from the August 2020 offering, offset by expenses related to our ATM program.

Contractual Obligations and Commitments

As of September 30, 2021, we had no material contractual obligations or commitments. We had no long-term debt or capital leases and no material non-cancelable purchase commitments with service providers, as we have generally contracted on a cancelable, purchase order basis. We excluded any potential contingent payments upon the achievement by us of clinical, regulatory and commercial events, as applicable, or royalty payments that we may be required to make under license agreements we have entered into with various entities pursuant to which we have in-licensed certain intellectual property as contractual obligations or commitments, including our agreement with Northwestern. Pursuant to this license agreement, we have agreed to make milestone payments up to an aggregate of $5.3 million upon the achievement of certain development, regulatory and sales milestones. We excluded these contingent payments given that the timing, probability, and amount, if any, of such payments cannot be reasonably estimated at this time.

During the period ended September 30, 2021, we entered into a lease agreement for general office space in New York City with a lessor, which is cancelable until the leased property therein is available for occupation.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Emerging Growth Company Status and Smaller Reporting Company Status

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain an emerging growth company until December 31, 2022. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:



?

reduced disclosure about our executive compensation arrangements;



                                       27

--------------------------------------------------------------------------------




?
no non-binding stockholder advisory votes on executive compensation or golden
parachute arrangements; and
?
exemption from the auditor attestation requirement in the assessment of our
internal control over financial reporting.

We have taken advantage of reduced reporting requirements in this Quarterly Report on Form 10-Q and may continue to do so until such time that we are no longer an emerging growth company. We will remain an "emerging growth company" until the earliest of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more, (b) December 31, 2022, the last day of the fiscal year following the fifth anniversary of the completion of the our IPO, (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In addition, we are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the revenue and expenses incurred during the reported periods. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.

During the nine months ended September 30, 2021, there were no material changes to our critical accounting policies as reported for the year ended December 31, 2020 as part of our Annual Report on Form 10-K, which was filed with the SEC on March 15, 2021. In addition, see Note 2 of our Condensed Financial Statements under the heading "Recent Accounting Pronouncements" for new accounting pronouncements or changes to the accounting pronouncements during the nine months ended September 30, 2021.

© Edgar Online, source Glimpses