You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, which we filed with the SEC on March 1, 2021. In addition, you should read the "Risk Factors" and "Information Regarding Forward-Looking Statements" sections of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a leading clinical-stage biotechnology company seeking to improve lives through the curative potential of gene therapy. Our gene therapy product candidates are designed to deliver genes to cells to address genetic defects or to enable cells in the body to produce therapeutic proteins that are intended to impact disease. Through a single administration, our gene therapy product candidates are designed to provide long-lasting effects, potentially significantly altering the course of disease and delivering improved patient outcomes.

Overview of Product Candidates

We have developed a broad pipeline of gene therapy programs using our proprietary adeno-associated virus (AAV) gene therapy delivery platform (NAV Technology Platform) to address genetic diseases through two modalities: AAV-mediated antibody delivery and monogenic gene replacement. The AAV-mediated antibody delivery modality is designed to treat serious and chronic diseases by delivering the genes necessary for the sustained production of therapeutic antibodies in vivo. Our monogenic gene replacement approach builds upon the well-understood mechanism of replacing a dysfunctional or missing gene with a functional copy of the gene in order to enable sustained production of necessary proteins.

Gene therapy using NAV Vectors for AAV-mediated antibody delivery



    •   RGX-314: We are developing RGX-314 as a novel, single-administration gene
        therapy for the treatment of wet age-related macular degeneration (wet
        AMD), diabetic retinopathy (DR), and other additional chronic retinal
        conditions which cause total or partial vision loss. We are advancing two
        separate routes of administration of RGX-314 to the eye, through a
        standardized subretinal delivery procedure as well as by delivery to the
        suprachoroidal space using the SCS Microinjector™ licensed from Clearside
        Biomedical, Inc.

In January 2021, we announced that we completed an End of Phase 2 meeting with the U.S. Food and Drug Administration (FDA) to discuss the details of a pivotal program to evaluate the efficacy and safety of RGX-314 in patients with wet AMD using the subretinal delivery approach. We plan to conduct two randomized, well-controlled clinical trials to evaluate the efficacy and safety of RGX-314 in patients with wet AMD, enrolling approximately 700 patients total. The first pivotal trial (ATMOSPHERETM) is active and enrolling patients. Based on the outcome of these trials, the pivotal program is expected to support a Biologics License Application (BLA) filing in 2024.

In February 2021, we announced additional positive data from the patients enrolled in the ongoing Phase I/II trial of RGX-314 for the treatment of wet AMD and its Long-Term Follow-Up study. As of January 22, 2021, RGX-314 continued to be generally well-tolerated across all dose cohorts. Durable treatment effect was observed in patients in Cohorts 4 and 5 at 1.5 years after administration of RGX-314, including stable visual acuity, decreased retinal thickness, and reductions in anti-VEGF injection burden. Long-term, durable treatment effect was demonstrated in Cohort 3 over three years, including mean improvement in vision and stable retinal thickness, and reductions in anti-VEGF treatment burden.

We are also conducting a Phase II trial of the suprachoroidal delivery of RGX-314 using the SCS Microinjector for the treatment of wet AMD known as AAVIATE®. We have completed enrollment in Cohort 1 of this trial, and we plan to report interim data from Cohort 1 in the third quarter of 2021. We have also completed enrollment in Cohort 2 and expect to report interim data from Cohort 2 in the second half of 2021. In addition, we have expanded AAVIATE and began dosing in a third cohort of patients. Cohort 3 will evaluate the efficacy, safety and tolerability of RGX-314 in up to 20 patients who are neutralizing antibody (NAb) positive. The same dose evaluated in Cohort 2, 5.0x1011 genomic copies per eye (GC/eye) of RGX-314, will be delivered to patients in Cohort 3 via a single injection. As with Cohorts 1 and 2, patients in Cohort 3 will not receive prophylactic immune suppressive corticosteroid therapy before or after administration of RGX-314.

In addition, we announced in December 2020 that the first patient had been dosed in ALTITUDETM, a Phase II trial of the suprachoroidal delivery of RGX-314 for the treatment of DR. Patient enrollment continues and we expect to report initial data from this trial in 2021.



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    •   AAV-Mediated Antibody Expression for the Treatment of Hereditary
        Angioedema (HAE): We are developing a novel, one-time treatment utilizing
        a NAV Vector to deliver a gene encoding for a therapeutic antibody that
        targets and binds to plasma kallikrein, a key protein left unregulated in
        patients with HAE. HAE is a chronic and severe disease characterized by
        recurring severe swelling (angioedema), most commonly in the face, airway,
        intestines and limbs. We expect to provide a program update in 2021.


    •   AAV-Mediated Antibody Expression for the Treatment of Neurodegenerative
        Diseases: We have established a research program in partnership with
        Neurimmune AG (Neurimmune) to jointly develop and commercialize novel gene
        therapies using NAV Vectors to deliver human antibodies for chronic
        neurodegenerative diseases, with an initial focus on diseases associated
        with the accumulation and deposition of the microtubule-associated protein
        tau (tauopathies) and alpha-synuclein (alpha-synucleinopathies). We expect
        to provide a program update in 2021.

Gene therapy programs for the potential treatment of rare monogenic diseases



    •   RGX-202: We are developing RGX-202 for the treatment of Duchenne Muscular
        Dystrophy (DMD), a severe, progressive, degenerative muscle disease caused
        by mutations in the gene which encodes dystrophin, a protein involved in
        muscle cell structure and function. Without functional dystrophin protein,
        muscles throughout the body degenerate and become weak. We expect to
        submit an Investigational New Drug (IND) application for this program in
        mid-2021.


    •   RGX-121: We are developing RGX-121 for the treatment of the neurological
        symptoms of Mucopolysaccharidosis Type II (MPS II), a severe genetic
        lysosomal storage disease caused by deficiency of iduronate-2-sulfatase
        (I2S), an enzyme that is responsible for breakdown of cellular waste
        products.

We are conducting a Phase I/II trial of RGX-121 in patients with MPS II up to the age of 5 years old. As reported in February 2021, RGX-121 was well-tolerated in Cohorts 1 and 2 of the Phase I/II trial, and no drug-related SAEs were reported. Biomarker data from patients in both cohorts indicated encouraging signals of I2S enzyme activity in the central nervous system following one-time administration of RGX-121, with consistent reductions of heparan sulfate (HS) and D2S6, a component of HS. Patients in Cohorts 1 and 2 also demonstrated continued neurocognitive development and evidence of I2S enzyme activity in plasma and urine following administration of RGX-121. In April 2021, we announced that the first patient has been dosed in Cohort 3 of the ongoing Phase I/II trial.

In addition, the first patient has been dosed in a second Phase I/II trial of RGX-121 for the treatment of pediatric patients with MPS II over the age of 5 years old.



    •   RGX-111: We are developing RGX-111 for the treatment of the neurological
        symptoms of Mucopolysaccharidosis Type I (MPS I), a severe genetic
        lysosomal storage disease caused by deficiency of ?-l-iduronidase (IDUA),
        an enzyme required for breakdown of cellular waste products. We have
        completed dosing of patients in the first cohort of a Phase I/II clinical
        trial for RGX-111.


    •   RGX-181: We are developing RGX-181 for the treatment of late-infantile
        neuronal ceroid lipofuscinosis type 2 (CLN2) disease, one of the most
        common forms of Batten disease, caused by mutations in the tripeptidyl
        peptidase 1 (TPP1) gene. An IND was submitted to the FDA, after which the
        FDA notified REGENXBIO that its proposed trial had been placed on clinical
        hold and the agency requested more information to support the initial dose
        selection and certain study drug administration procedures. REGENXBIO is
        evaluating the FDA's requests and plans to provide an update on the
        program in the second half of 2021.


    •   RGX-381: We are developing RGX-381 for the treatment of ocular
        manifestations of CLN2 disease. Based on communication with the FDA and
        the update from the RGX-181 program, we now expect to provide a program
        update in the second half of 2021.

In addition to our lead product candidates described above, we have also funded, and plan to continue to fund, preclinical research on potential product candidate programs that may become part of our internal product development pipeline. We have partnered with a number of leading academic institutions and will continue to seek partnerships with innovative institutions to develop novel NAV gene therapy product candidates.



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Overview of Our NAV Technology Platform

In addition to our internal product development efforts, we also selectively license the NAV Technology Platform to other leading biotechnology and pharmaceutical companies, which we refer to as NAV Technology Licensees. As of March 31, 2021, our NAV Technology Platform was being applied in one FDA approved product (Zolgensma®), and the preclinical and clinical development of more than 20 partnered programs. Licensing the NAV Technology Platform allows us to maintain our internal product development focus on our core disease indications and therapeutic areas while still expanding the NAV gene therapy pipeline, developing a greater breadth of treatments for patients, providing additional technological and potential clinical proof-of-concept for our NAV Technology Platform, and creating potential additional revenue.

Impact of COVID-19

We are actively monitoring the impact of the COVID-19 pandemic on our business, results of operations and financial condition. Our offices, laboratories, clinical trial sites, prospective clinical trial sites, contract research organizations (CROs), contract manufacturing organizations (CMOs) and other collaborators and partners are located in jurisdictions where quarantines, executive orders, shelter-in-place orders, guidelines, and other similar orders and restrictions intended to control the spread of the disease have been put in place by governmental authorities. We have implemented a work-from-home policy for all employees who are not essential to be onsite, and we may take further actions that alter our operations, as may be required by federal, state or local authorities or which we determine are in the best interests of our employees.

The COVID-19 pandemic has caused delays to our clinical trials and may further delay or prevent us from proceeding with our clinical trials. Our other business initiatives, such as preclinical development and manufacturing operations, may also be affected by the COVID-19 pandemic. For example, the construction of our new headquarters, including our current good manufacturing practice production facility, has been delayed from our original estimates, and may be delayed further, due to various government orders and restrictions relating to the COVID-19 pandemic. In addition, if the business and operations of our licensees are adversely affected by the COVID-19 pandemic, our revenues could in turn be adversely affected. We are proactively taking measures to mitigate or reduce any adverse impact of the COVID-19 pandemic on the progress of our clinical trials and other business initiatives.

Our results of operations for the three months ended March 31, 2021 and 2020 were not significantly impacted by the COVID-19 pandemic. However, the full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition in the future is unknown at this time and will depend on future developments that are highly unpredictable. Please refer to the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion of the risks we face as a result of the COVID-19 pandemic.

Financial Overview

Revenues

Our revenues to date primarily consist of license and royalty revenue resulting from the licensing of our NAV Technology Platform. We have not generated any revenues from commercial sales of our own products. If we fail to complete the development of our product candidates in a timely manner or obtain regulatory approval and adequate labeling, our ability to generate future revenues will be materially compromised.

We license our NAV Technology Platform to other biotechnology and pharmaceutical companies. The terms of the licenses vary, and licenses may be exclusive or non-exclusive and may be sublicensable by the licensee. Licenses may grant intellectual property rights for purposes of internal and preclinical research and development only, or may include the rights, or options to obtain future rights, to commercialize drug therapies for specific diseases using the NAV Technology Platform. License agreements generally have a term at least equal to the life of the underlying patents, but are terminable at the option of the licensee. Consideration from licensees under our license agreements may include: (i) up-front and annual fees, (ii) option fees to acquire additional licenses, (iii) milestone payments based on the achievement of certain development and sales-based milestones by licensees, (iv) sublicense fees and (v) royalties on sales of licensed products.

Royalty revenue to date consists primarily of royalties on net sales of Zolgensma, which is marketed by Novartis Gene Therapies, Inc. (formerly AveXis, Inc.) (Novartis Gene Therapies), a wholly owned subsidiary of Novartis AG (Novartis), for the treatment of spinal muscular atrophy (SMA). Zolgensma is a licensed product under our license agreement with Novartis Gene Therapies for the development and commercialization of treatments for SMA.



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Future license and royalty revenues are dependent on the successful development and commercialization of licensed products by our licensees, which is uncertain, and revenues may fluctuate significantly from period to period. Additionally, we may never receive consideration in our license agreements that is contemplated on option fees, development and sales-based milestone payments, royalties on sales of licensed products or sublicense fees, given the contingent nature of these payments. Our revenues are concentrated among a low number of licensees and licenses are terminable at the option of the licensee. The termination of our licenses by licensees may materially impact the amount of revenue we recognize in future periods.

Operating Expenses

Our operating expenses consist primarily of cost of revenues, research and development expenses and general and administrative expenses. Personnel costs including salaries, benefits, bonuses and stock-based compensation expense, comprise a significant component of research and development and general and administrative expenses. We allocate indirect expenses associated with our facilities, information technology costs, depreciation and other overhead costs between research and development and general and administrative categories based on employee headcount and the nature of work performed by each employee.

Cost of Revenues

Our cost of revenues consists primarily of upstream fees due to our licensors as a result of revenue generated from the licensing of our NAV Technology Platform, including sublicense fees, milestone payments and royalties on net sales of licensed products. Sublicense fees are based on a percentage of license fees received by us from NAV Technology Licensees and are recognized in the period that the underlying license revenue is recognized. Milestone payments are payable to licensors upon the achievement of specified milestones by NAV Technology Licensees and are recognized in the period the milestone is achieved or deemed probable of achievement. Royalties are based on a percentage of net sales of licensed products by NAV Technology Licensees and are recognized in the period that the underlying sales occur. Future costs of revenues are uncertain due to the nature of our license agreements and significant fluctuations in cost of revenues may occur from period to period.

Research and Development Expense

Our research and development expense primarily consists of:



    •   salaries and personnel-related costs, including benefits and stock-based
        compensation, for our scientific personnel performing research and
        development activities;


  • costs related to executing preclinical studies and clinical trials;


    •   costs related to acquiring, developing and manufacturing materials for
        preclinical studies and clinical trials;


    •   fees paid to consultants and other third-parties who support our product
        candidate development;


  • other costs in seeking regulatory approval of our product candidates; and


  • allocated facility-related costs, depreciation expense and other overhead.

Up-front fees incurred in obtaining technology licenses for research and development activities, as well as associated milestone payments, are expensed as incurred if the technology licensed has no alternative future use.

We plan to increase our research and development expenses for the foreseeable future as we continue development of our product candidates. Our current and planned research and development activities include the following:



    •   a Phase I/II clinical trial and associated long-term follow-up study to
        evaluate the safety and efficacy of the subretinal delivery of RGX-314 for
        the treatment of wet AMD;


    •   pivotal trials (ATMOSPHERE and one additional pivotal trial) to evaluate
        the safety and efficacy of the subretinal delivery of RGX-314 for the
        treatment of wet AMD;


    •   Phase II clinical trials to evaluate the safety and efficacy of the
        suprachoroidal delivery of RGX-314 using the SCS Microinjector for the
        treatment of wet AMD (AAVIATE) and DR (ALTITUDE);


    •   preclinical research and development and a planned clinical trial for
        RGX-202 for the treatment of DMD;


    •   Phase I/II clinical trials to evaluate the safety and efficacy of RGX-121
        for the treatment of MPS II;


    •   a Phase I/II clinical trial to evaluate the safety and efficacy of RGX-111
        for the treatment of MPS I;


    •   preclinical research and development and a planned clinical trial for
        RGX-181 for the treatment of CLN2 disease;


    •   preclinical research and development and a planned clinical trial for
        RGX-381 for the treatment of ocular manifestations of CLN2 disease;


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    •   preclinical research and development for potential product candidates to
        treat HAE;


    •   preclinical research and development for potential product candidates to
        treat neurodegenerative diseases, including tauopathies and
        alpha-synucleinopathies, under our collaboration with Neurimmune;


    •   preclinical research and development for potential product candidates
        addressing other diseases across a range of therapeutics areas;


    •   continued investment in advanced manufacturing analytics and process
        development activities; and


    •   continued acquisition and manufacture of clinical trial materials in
        support of our anticipated clinical trials.

The following table summarizes our research and development expenses incurred during the three months ended March 31, 2021 and 2020 (in thousands):





                                         Three Months Ended March 31,
                                           2021                 2020
Direct Expenses
RGX-314                               $        3,341       $        6,133
RGX-202                                        1,918                1,252
RGX-121                                        1,596                2,340
RGX-181 and RGX-381                              769                1,323
Other product candidates                         664                  958
Total direct expenses                          8,288               12,006
Unallocated Expenses
Platform and new technologies                  7,388                5,932
Personnel-related                             19,661               15,859
Facilities and depreciation expense            4,129                2,652
Other unallocated                                256                  586
Total unallocated expenses                    31,434               25,029

Total research and development $ 39,722 $ 37,035

Platform and new technologies include direct costs not identifiable with a specific lead product candidate, including costs associated with our research and development platform, process development, manufacturing analytics and early research and development for prospective product candidates and new technologies. We typically utilize our employee and infrastructure resources across our development programs. We do not allocate personnel and other internal costs, such as facilities and other overhead costs, to specific product candidates or development programs.

General and Administrative Expense

Our general and administrative expense consists primarily of salaries and personnel-related costs, including benefits and stock-based compensation, for employees performing functions other than research and development. This includes certain personnel in executive, commercial, corporate development, finance, legal, human resources, information technology and administrative support functions. Other general and administrative expenses include facility-related and overhead costs not otherwise allocated to research and development expense, professional fees for accounting, legal and advisory services, expenses associated with obtaining and maintaining patents, insurance costs, costs of our information systems and other commercial and general corporate activities. We expect that our general and administrative expense will continue to increase as we continue to develop, and potentially commercialize, our product candidates.

Other Income (Expense)

Interest Income from Licensing

In accordance with our revenue recognition policy, interest income from licensing consists of imputed interest recognized from significant financing components identified in our license agreements with NAV Technology Licensees as well as interest income accrued on unpaid balances due from licensees.



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Investment Income (Loss)

Investment income (loss) consists of interest income earned and gains and losses realized from our cash equivalents and marketable securities, as well as unrealized gains and losses on marketable equity securities. Cash equivalents are comprised of money market mutual funds and highly liquid debt securities with original maturities of 90 days or less at acquisition. Marketable securities are comprised of available-for-sale debt securities and equity securities.

Interest Expense

Interest expense consists of non-cash interest imputed on the liability related to the sale of future Zolgensma royalties to entities managed by Healthcare Royalty Management, LLC (collectively, HCR). Non-cash interest expense is recognized using the effective interest method, based on our estimate of total royalty payments expected to be received by HCR under the royalty purchase agreement.

Critical Accounting Policies and Significant Judgments and Estimates

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities for the periods presented. 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, and other reported amounts, that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to the accompanying unaudited consolidated financial statements and in Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes in our critical accounting policies since December 31, 2020.

Results of Operations

Our consolidated results of operations were as follows (in thousands):





                                           Three Months Ended March 31,
                                             2021                 2020           Change
Revenues
License and royalty revenue             $       18,884       $       17,644     $   1,240
Total revenues                                  18,884               17,644         1,240
Operating Expenses
Cost of revenues                                 4,851                3,409         1,442
Research and development                        39,722               37,035         2,687
General and administrative                      17,838               14,833         3,005
Provision for credit losses and other              515                   67           448
Total operating expenses                        62,926               55,344         7,582
Loss from operations                           (44,042 )            (37,700 )      (6,342 )
Other Income (Expense)
Interest income from licensing                      29                  848          (819 )
Investment income (loss)                           580               (3,186 )       3,766
Interest expense                                (6,702 )                  -        (6,702 )
Total other income (expense)                    (6,093 )             (2,338 )      (3,755 )
Loss before income taxes                       (50,135 )            (40,038 )     (10,097 )
Income Tax Expense                                  (4 )                  -            (4 )
Net loss                                $      (50,139 )     $      (40,038 )   $ (10,101 )


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Comparison of the Three Months Ended March 31, 2021 and 2020

License and Royalty Revenue. License and royalty revenue increased by $1.2 million, from $17.6 million for the three months ended March 31, 2020 to $18.9 million for the three months ended March 31, 2021. The increase was primarily attributable to Zolgensma royalty revenues, which increased by $8.3 million, from $10.0 million for the first quarter of 2020 to $18.3 million for the first quarter of 2021. As reported by Novartis, sales of Zolgensma for the first quarter of 2021 increased by 88% as compared to the first quarter of 2020. The increase in revenues was partially offset by $7.2 million of non-recurring revenue recognized during the three months ended March 31, 2020 related to a license granted to Ultragenyx Pharmaceutical Inc. during the period.

Research and Development Expense. Research and development expenses increased by $2.7 million, from $37.0 million for the three months ended March 31, 2020 to $39.7 million for the three months ended March 31, 2021. The increase was primarily attributable to the following:



    •   an increase of $3.8 million for personnel-related costs as a result of
        increased headcount of research and development personnel, including a
        $1.0 million increase in stock-based compensation expense;


    •   an increase of $1.7 million for external costs associated with clinical
        trial and regulatory activities for our lead product candidates; and


    •   an increase of $1.2 million for laboratory costs and facilities used by
        research and development personnel, including depreciation expense
        allocated to research and development functions.

The increase in research and development expenses was partially offset by a $3.9 million decrease in external costs associated with manufacturing-related services, primarily related to RGX-314.

General and Administrative Expense. General and administrative expenses increased by $3.0 million, from $14.8 million for the three months ended March 31, 2020 to $17.8 million for the three months ended March 31, 2021. The increase was primarily attributable to the following:



    •   an increase of $1.8 million for professional services, primarily related
        to commercial consulting and legal services; and


    •   an increase of $1.2 million for personnel-related costs as a result of
        increased headcount of general and administrative personnel, including a
        $0.9 million increase in stock-based compensation expense.

Investment Income (Loss). Investment income was $0.6 million for the three months ended March 31, 2021, as compared to investment loss of $3.2 million for the three months ended March 31, 2020, a change of $3.8 million. The change was primarily attributable to net realized and unrealized losses of $5.1 million recognized in the first quarter of 2020 related to our marketable equity securities of Prevail Therapeutics Inc. (Prevail). We sold all of our Prevail equity securities prior to the first quarter of 2021. The change in investment income was partially offset by a decrease of $1.3 million in interest income in the first quarter of 2021, primarily attributable to lower yields on investments in cash equivalents and marketable debt securities.

Interest Expense. Interest expense increased by $6.7 million for the three months ended March 31, 2021, from zero for the three months ended March 31, 2020. Interest expense consists solely of non-cash interest recognized under our royalty purchase agreement with HCR for the sale of future Zolgensma royalties which occurred in December 2020.

Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2021, we had cash, cash equivalents and marketable securities of $656.5 million, which were primarily derived from the sale of our common stock, license and royalty revenue and the monetization of our Zolgensma royalty stream. We expect that our cash, cash equivalents and marketable securities as of March 31, 2021, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of this report, based on our current business plan.

In January 2021, we completed a public offering of 4,899,000 shares of our common stock (inclusive of 639,000 shares pursuant to the full exercise by the underwriters of their option to purchase additional shares) at a price of $47.00 per share. The aggregate net proceeds from the offering, inclusive of the underwriters' option exercise, were $216.1 million, net of underwriting discounts and commissions and offering expenses payable by us.



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We intend to devote the majority of our current capital to clinical development, seeking regulatory approval of our product candidates and capital expenditures to build out additional office, laboratory and manufacturing capacity, including the buildout of our future corporate, manufacturing and research headquarters at 9804 Medical Center Drive in Rockville, Maryland. Because of the numerous risks and uncertainties associated with the development and commercialization of gene therapy product candidates, we are unable to estimate the total amount of operating expenditures and capital outlays necessary to complete the development of our product candidates. Additionally, our estimates are based on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Furthermore, given the continuing uncertainty and volatile market and economic conditions caused by the COVID-19 pandemic, as well as potential for further effects due to a resurgence in COVID-19 infections, we will continue to monitor the nature and extent of the impact of the COVID-19 pandemic on our liquidity and capital resources.

Cash Flows

Our consolidated cash flows were as follows (in thousands):





                                                         Three Months Ended March 31,
                                                          2021                  2020
Net cash used in operating activities                $       (41,131 )     $      (35,573 )
Net cash provided by (used in) investing
activities                                                  (214,183 )             32,709
Net cash provided by financing activities                    208,370                2,761
Net decrease in cash and cash equivalents and
restricted cash                                      $       (46,944 )     $         (103 )



Cash Flows from Operating Activities

Our net cash used in operating activities for the three months ended March 31, 2021 increased by $5.6 million from the three months ended March 31, 2020. The increase was largely driven by an increase in operating expenses of $7.6 million in the first quarter of 2021. We expect to continue to incur net cash out outflows from operations for the foreseeable future as we continue the development and advancement of our lead product candidates and other research programs.

For the three months ended March 31, 2021, our net cash used in operating activities of $41.1 million consisted of a net loss of $50.1 million and changes in working capital of $11.2 million, offset by $20.2 million in adjustments for non-cash items. The changes in working capital include a $10.5 million decrease in accrued expenses and other current liabilities which was largely driven by decreases in accrued personnel costs, accrued royalties payable to licensors and accrued external research and development expenses as of March 31, 2021. The changes in working capital were partially offset by an increase in operating lease liabilities of $4.2 million which was largely driven by funds received under our tenant improvement allowance related to the ongoing buildout of our new headquarters facility in Rockville, Maryland. Other changes in working capital were incurred in the normal course of business, primarily as a result of differences in the timing of payments to service providers and the period in which such costs are incurred. Adjustments for non-cash items primarily consisted of stock-based compensation expenses of $9.9 million, non-cash interest expense recognized under our royalty purchase agreement with HCR of $6.7 million and depreciation and amortization expense of $1.9 million.

For the three months ended March 31, 2020, our net cash used in operating activities of $35.6 million consisted of a net loss of $40.0 million and changes in working capital of $9.9 million, offset by $14.3 million in adjustments for non-cash items. The changes in working capital include an increase in accounts receivable of $5.7 million which was largely driven by new licenses granted by us during the first quarter of 2020, and a decrease in accrued expenses and other current liabilities of $3.8 million which was largely driven by a decrease in accrued personnel costs as of March 31, 2020. Other changes in working capital were incurred in the normal course of business, primarily as a result of differences in the timing of payments to service providers and the period in which such costs are incurred. Adjustments for non-cash items primarily consisted of stock-based compensation expenses of $8.0 million, net losses on our Prevail equity securities of $5.1 million and depreciation and amortization expense of $2.0 million.

Cash Flows from Investing Activities

For the three months ended March 31, 2021, our net cash used in investing activities consisted of $233.6 million to purchase marketable debt securities and $31.0 million to purchase property and equipment, offset by $50.5 million in maturities of marketable debt securities. The substantial majority of our capital expenditures in first quarter of 2021 were related to the build out of our future corporate, manufacturing and research headquarters at 9804 Medical Center Drive in Rockville, Maryland. We expect capital expenditures to continue to increase in 2021 as a result of the ongoing build out of this facility. Total remaining capital expenditures related to the build out of the facility at 9804 Medical Center Drive, net of remaining amounts to be reimbursed by the landlord under our tenant improvement allowance, are expected to be in the mid-double-digit millions (USD) and are expected to be incurred into 2022. However, the actual amount and timing of these capital expenditures are uncertain and may differ materially from our current estimates.



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For the three months ended March 31, 2020, our net cash provided by investing activities consisted of $68.0 million in sales and maturities of marketable securities, offset by $30.7 million to purchase marketable debt securities and $4.6 million to purchase property and equipment.

Cash Flows from Financing Activities

For the three months ended March 31, 2021, our net cash provided by financing activities primarily consisted of $216.2 million in net proceeds received from a public offering of our common stock completed in January 2021, net of underwriting discounts and commissions and other offering expenses paid during the period, and was partially offset by $9.5 million of Zolgensma royalties paid to HCR during the period under the Zolgensma royalty purchase agreement.

For the three months ended March 31, 2020, our net cash provided by financing activities consisted of $2.8 million in proceeds received from the exercise of stock options and issuance of common stock under our employee stock purchase plan.

Future Funding Requirements

We have incurred cumulative losses since our inception and had an accumulated deficit of $339.2 million as of March 31, 2021. Our transition to recurring profitability is dependent upon achieving a level of revenues adequate to support our cost structure, which depends heavily on the successful development, approval and commercialization of our product candidates. We do not expect to achieve such revenues, and expect to continue to incur losses, for at least the next several years. We expect that our research and development and general and administrative expenses will continue to increase for the foreseeable future as we continue the development of, and seek regulatory approval for, our product candidates. Subject to obtaining regulatory approval for our product candidates, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. Additionally, we expect our capital expenditures will continue to increase due to costs associated with building out additional office, laboratory and manufacturing capacity to further support the development of our product candidates and potential commercialization efforts, particularly with respect to the build out of our facility at 9804 Medical Center Drive as discussed above. As a result, we will need significant additional capital to fund our operations, which we may obtain through one or more equity offerings, debt financings or other third-party funding, including potential strategic alliances and licensing or collaboration arrangements.

Our future capital requirements will depend on many factors, including:



  • the timing of enrollment, commencement and completion of our clinical trials;


  • the results of our clinical trials;


    •   the results of our preclinical studies for our product candidates and any
        subsequent clinical trials;


    •   the scope, progress, results and costs of drug discovery, laboratory
        testing, preclinical development and clinical trials for our product
        candidates;


    •   the costs associated with building out additional laboratory and
        manufacturing capacity;


  • the costs, timing and outcome of regulatory review of our product candidates;


    •   the costs of future product sales, medical affairs, marketing,
        manufacturing and distribution activities for any of our product
        candidates for which we receive marketing approval;


    •   revenue, if any, received from commercial sales of our products, should
        any of our product candidates receive marketing approval;


    •   revenue received from commercial sales of Zolgensma and other revenue, if
        any, received in connection with commercial sales of our NAV Technology
        Licensees' products, should any of their product candidates receive
        marketing approval;


    •   the costs of preparing, filing and prosecuting patent applications,
        maintaining and enforcing our intellectual property rights and defending
        any intellectual property-related claims;


  • our current licensing agreements or collaborations remaining in effect;


    •   our ability to establish and maintain additional licensing agreements or
        collaborations on favorable terms, if at all; and


    •   the extent to which we acquire or in-license other product candidates and
        technologies.

Many of these factors are outside of our control. Identifying potential product candidates and conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the



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necessary data or results required to obtain regulatory and marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our product revenues, if any, and any commercial milestones or royalty payments under our licensing agreements, will be derived from or based on sales of products, the majority of which may not be commercially available for many years, if at all. In addition, revenue from our NAV Technology Platform sublicensing is dependent in part on the clinical and commercial success of our licensing partners. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives.

The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline. Adequate additional financing may not be available to us on acceptable terms, or at all. We also could be required to seek funds through arrangements with partners or otherwise that may require us to relinquish rights to our intellectual property, our product candidates or otherwise agree to terms unfavorable to us.

Contractual Obligations, Commitments and Contingencies

There have been no material changes to our contractual obligations, commitments and contingencies as of March 31, 2021 from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements 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.

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