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Delaware
(State or other jurisdiction of
incorporation or organization)
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2836
(Primary Standard Industrial
Classification Code Number)
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27-0072226
(I.R.S. Employer
Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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Emerging growth company
|
o
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Page
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March 31, 2017
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December 31, 2016
|
||||
Assets
|
|
|
|
|
|||
Current assets:
|
|
|
|
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|||
Cash and cash equivalents
|
$
|
33,157
|
|
|
$
|
20,950
|
|
Collaboration receivables (all amounts are with related party)
|
3,570
|
|
|
3,234
|
|
||
Prepaid expenses and other current assets
|
4,086
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|
|
3,862
|
|
||
Short-term investments
|
108,220
|
|
|
118,740
|
|
||
Total current assets
|
149,033
|
|
|
146,786
|
|
||
Property and equipment, net
|
7,107
|
|
|
5,201
|
|
||
Restricted cash
|
1,132
|
|
|
946
|
|
||
Other assets
|
20
|
|
|
22
|
|
||
Long-term investments
|
71,837
|
|
|
94,692
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Total assets
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$
|
229,129
|
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|
$
|
247,647
|
|
Liabilities and stockholders’ equity
|
|
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|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
911
|
|
|
$
|
1,590
|
|
Accrued expenses
|
12,968
|
|
|
13,249
|
|
||
Deferred revenue
|
541
|
|
|
541
|
|
||
Deferred rent
|
773
|
|
|
769
|
|
||
Total current liabilities
|
15,193
|
|
|
16,149
|
|
||
Deferred revenue, net of current portion
|
3,567
|
|
|
3,704
|
|
||
Deferred rent, net of current portion
|
760
|
|
|
953
|
|
||
Warrants to purchase common stock
|
1,289
|
|
|
1,244
|
|
||
Total liabilities
|
20,809
|
|
|
22,050
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|||
Undesignated preferred stock, $0.001 par value: 25,000,000 shares authorized and no shares issued or outstanding
|
—
|
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|
—
|
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Common stock, $0.001 par value: 175,000,000 shares authorized; 38,596,062 and 38,251,826 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
39
|
|
|
39
|
|
||
Additional paid-in capital
|
598,658
|
|
|
590,474
|
|
||
Accumulated deficit
|
(389,977
|
)
|
|
(364,491
|
)
|
||
Accumulated other comprehensive loss
|
(400
|
)
|
|
(425
|
)
|
||
Total stockholders’ equity
|
208,320
|
|
|
225,597
|
|
||
Total liabilities and stockholders’ equity
|
$
|
229,129
|
|
|
$
|
247,647
|
|
|
Three Months Ended
March 31,
|
||||||
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2017
|
|
2016
|
||||
Revenue:
|
|
|
|
|
|||
Collaboration revenue:
|
|
|
|
|
|||
License and milestone
|
$
|
135
|
|
|
$
|
15,144
|
|
Cost-sharing, net
|
3,570
|
|
|
3,057
|
|
||
Total revenue (all amounts are with related party)
|
3,705
|
|
|
18,201
|
|
||
Costs and expenses:
|
|
|
|
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|||
Research and development
|
21,727
|
|
|
16,246
|
|
||
General and administrative
|
7,836
|
|
|
5,911
|
|
||
Total costs and expenses
|
29,563
|
|
|
22,157
|
|
||
Loss from operations
|
(25,858
|
)
|
|
(3,956
|
)
|
||
Other (expense) income, net
|
(45
|
)
|
|
8,683
|
|
||
Interest income
|
502
|
|
|
334
|
|
||
(Loss) income before income taxes
|
(25,401
|
)
|
|
5,061
|
|
||
Income tax expense
|
(6
|
)
|
|
—
|
|
||
Net (loss) income
|
$
|
(25,407
|
)
|
|
$
|
5,061
|
|
|
|
|
|
|
|||
Net (loss) income applicable to common stockholders-basic and diluted
|
$
|
(25,407
|
)
|
|
$
|
5,061
|
|
|
|
|
|
||||
Net (loss) income per share applicable to common stockholders: (Note 9)
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|
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Basic
|
$
|
(0.66
|
)
|
|
$
|
0.14
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|
Diluted
|
$
|
(0.66
|
)
|
|
$
|
0.13
|
|
|
|
|
|
||||
Weighted-average number of common shares used in computing net (loss) income per share applicable to common stockholders:
|
|
|
|
||||
Basic
|
38,404
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|
36,911
|
|
||
Diluted
|
38,404
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|
|
38,666
|
|
||
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|
|
||||
Other comprehensive (loss) income:
|
|
|
|
||||
Net (loss) income
|
$
|
(25,407
|
)
|
|
$
|
5,061
|
|
Net unrealized holding gains on short-term and long-term investments during the period
|
25
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|
|
245
|
|
||
Comprehensive (loss) income
|
$
|
(25,382
|
)
|
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$
|
5,306
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|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
|
|||
Net (loss) income
|
$
|
(25,407
|
)
|
|
$
|
5,061
|
|
Adjustments to reconcile net (loss) income to net cash (used in) or provided by operating activities:
|
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|
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|
|||
Depreciation and amortization
|
541
|
|
|
324
|
|
||
Stock-based compensation
|
6,583
|
|
|
4,248
|
|
||
Change in fair value of warrants
|
45
|
|
|
(8,683
|
)
|
||
Net amortization of premium on investments
|
88
|
|
|
(100
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Prepaid expenses and other assets
|
(222
|
)
|
|
(699
|
)
|
||
Collaboration receivables
|
(336
|
)
|
|
571
|
|
||
Accounts payable
|
(778
|
)
|
|
(42
|
)
|
||
Accrued expenses
|
(1,951
|
)
|
|
129
|
|
||
Restricted cash
|
(186
|
)
|
|
(199
|
)
|
||
Deferred revenue
|
(137
|
)
|
|
(144
|
)
|
||
Deferred rent
|
(189
|
)
|
|
473
|
|
||
Net cash (used in) or provided by operating activities
|
(21,949
|
)
|
|
939
|
|
||
Investing Activities
|
|
|
|
|
|||
Purchases of investments
|
(221
|
)
|
|
(125,524
|
)
|
||
Proceeds from sales and maturities of investments
|
33,533
|
|
|
19,096
|
|
||
Purchases of property and equipment
|
(677
|
)
|
|
(489
|
)
|
||
Net cash provided by (used in) investing activities
|
32,635
|
|
|
(106,917
|
)
|
||
Financing Activities
|
|
|
|
|
|||
Proceeds from issuance of common stock from public offering, net issuance costs
|
—
|
|
|
140,760
|
|
||
Payments for withholding taxes on restricted stock units
|
(140
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options and warrants to purchase common stock
|
1,151
|
|
|
732
|
|
||
Proceeds from issuances of common stock related to employee stock purchase plan
|
510
|
|
|
384
|
|
||
Net cash provided by financing activities
|
1,521
|
|
|
141,876
|
|
||
Net increase in cash and cash equivalents
|
12,207
|
|
|
35,898
|
|
||
Cash and cash equivalents at beginning of period
|
20,950
|
|
|
27,783
|
|
||
Cash and cash equivalents at end of period
|
$
|
33,157
|
|
|
$
|
63,681
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|||
Follow-on offering costs included in accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
369
|
|
Purchase of property and equipment included in accounts payable and accrued expenses
|
$
|
1,769
|
|
|
$
|
453
|
|
|
March 31, 2017
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Cash and cash equivalents due in 90 days or less
|
$
|
33,157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,157
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Corporate obligations due in one year or less
|
44,328
|
|
|
—
|
|
|
(74
|
)
|
|
44,254
|
|
||||
Corporate obligations due in more than one year
|
27,819
|
|
|
2
|
|
|
(113
|
)
|
|
27,708
|
|
||||
U.S. Treasury securities due in one year or less
|
17,494
|
|
|
—
|
|
|
(14
|
)
|
|
17,480
|
|
||||
U.S. Treasury securities due in more than one year
|
11,536
|
|
|
—
|
|
|
(52
|
)
|
|
11,484
|
|
||||
Certificates of deposit due in one year or less
|
9,665
|
|
|
—
|
|
|
—
|
|
|
9,665
|
|
||||
Certificates of deposit due in more than one year
|
6,665
|
|
|
—
|
|
|
—
|
|
|
6,665
|
|
||||
Mortgage and other asset backed securities due in one year or less
|
36,860
|
|
|
—
|
|
|
(40
|
)
|
|
36,820
|
|
||||
Mortgage and other asset backed securities due in more than one year
|
26,090
|
|
|
—
|
|
|
(109
|
)
|
|
25,981
|
|
||||
Total available-for-sale securities
|
180,457
|
|
|
2
|
|
|
(402
|
)
|
|
180,057
|
|
||||
Total cash, cash equivalents and available-for-sale securities
|
$
|
213,614
|
|
|
$
|
2
|
|
|
$
|
(402
|
)
|
|
$
|
213,214
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Cash and cash equivalents due in 90 days or less
|
$
|
20,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,950
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Corporate obligations due in one year or less
|
45,839
|
|
|
1
|
|
|
(58
|
)
|
|
$
|
45,782
|
|
|||
Corporate obligations due in more than one year
|
42,895
|
|
|
—
|
|
|
(185
|
)
|
|
42,710
|
|
||||
U.S. Treasury securities due in one year or less
|
22,490
|
|
|
—
|
|
|
(10
|
)
|
|
22,480
|
|
||||
U.S. Treasury securities due in more than one year
|
11,541
|
|
|
—
|
|
|
(53
|
)
|
|
11,488
|
|
||||
Certificates of deposit due in one year or less
|
13,562
|
|
|
—
|
|
|
—
|
|
|
13,562
|
|
||||
Certificates of deposit due in more than one year
|
9,811
|
|
|
—
|
|
|
—
|
|
|
9,811
|
|
||||
Mortgage and other asset backed securities due in one year or less
|
36,948
|
|
|
—
|
|
|
(32
|
)
|
|
36,916
|
|
||||
Mortgage and other asset backed securities due in more than one year
|
30,771
|
|
|
—
|
|
|
(88
|
)
|
|
30,683
|
|
||||
Total available-for-sale securities
|
213,857
|
|
|
1
|
|
|
(426
|
)
|
|
213,432
|
|
||||
Total cash, cash equivalents and available-for-sale securities
|
$
|
234,807
|
|
|
$
|
1
|
|
|
$
|
(426
|
)
|
|
$
|
234,382
|
|
|
March 31, 2017
|
||||||||||||||
|
Quoted Prices
in Active Markets
for Identical Items
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
$
|
31,820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,820
|
|
Corporate obligations
|
—
|
|
|
71,962
|
|
|
—
|
|
|
71,962
|
|
||||
U.S. Treasury securities
|
—
|
|
|
28,963
|
|
|
—
|
|
|
28,963
|
|
||||
Certificates of deposit
|
—
|
|
|
16,330
|
|
|
—
|
|
|
16,330
|
|
||||
Mortgage and other asset backed securities
|
—
|
|
|
62,802
|
|
|
—
|
|
|
62,802
|
|
||||
Restricted cash
|
1,132
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
||||
Total assets
|
$
|
32,952
|
|
|
$
|
180,057
|
|
|
$
|
—
|
|
|
$
|
213,009
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants to purchase common stock
|
|
|
|
|
|
|
$
|
1,289
|
|
|
$
|
1,289
|
|
||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,289
|
|
|
1,289
|
|
|
December 31, 2016
|
||||||||||||||
|
Quoted Prices
in Active Markets
for Identical Items
(Level 1)
|
|
Significant other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
$
|
19,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,818
|
|
Corporate obligations
|
—
|
|
|
88,492
|
|
|
—
|
|
|
88,492
|
|
||||
U.S. Treasury securities
|
—
|
|
|
33,968
|
|
|
—
|
|
|
33,968
|
|
||||
Certificates of deposit
|
—
|
|
|
23,373
|
|
|
—
|
|
|
23,373
|
|
||||
Mortgage and other asset backed securities
|
—
|
|
|
67,599
|
|
|
—
|
|
|
67,599
|
|
||||
Restricted cash
|
946
|
|
|
—
|
|
|
—
|
|
|
946
|
|
||||
Total assets
|
$
|
20,764
|
|
|
$
|
213,432
|
|
|
$
|
—
|
|
|
$
|
234,196
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants to purchase common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,244
|
|
|
$
|
1,244
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,244
|
|
|
$
|
1,244
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
1,244
|
|
|
$
|
17,187
|
|
Change in fair value
|
45
|
|
|
(8,683
|
)
|
||
Ending balance
|
$
|
1,289
|
|
|
$
|
8,504
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Weighted-average number of common shares used in calculating basic net (loss) income per common share
|
38,404
|
|
|
36,911
|
|
Weighted-average number of common shares issuable upon exercise of outstanding stock options, based on treasury stock method
|
—
|
|
|
1,389
|
|
Weighted-average number of common shares issuable upon exercise of outstanding common stock warrants, based on treasury stock method
|
—
|
|
|
318
|
|
Weighted-average number of common shares issuable under the employee stock purchase plan, based on treasury stock method
|
—
|
|
|
3
|
|
Weighted-average number of common shares issuable upon vesting of outstanding restricted stock units
|
—
|
|
|
45
|
|
Weighted-average number of common shares used in computing diluted net (loss) income per common share
|
38,404
|
|
|
38,666
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Outstanding stock options
|
3,583
|
|
|
1,458
|
|
Common stock warrants
|
63
|
|
|
—
|
|
Shares issuable under employee stock purchase plan
|
15
|
|
|
1
|
|
Restricted stock units
|
807
|
|
|
34
|
|
|
4,468
|
|
|
1,493
|
|
|
(1)
|
In March 2017, warrant holders exercised warrants to purchase
1,187
shares of Common Stock on a net basis, resulting in the issuance of
1,014
shares of Common Stock.
|
(2)
|
Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Research and development
|
$
|
3,662
|
|
|
$
|
1,824
|
|
General and administrative
|
2,921
|
|
|
2,424
|
|
||
|
$
|
6,583
|
|
|
$
|
4,248
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Expected volatility
|
65.9
|
%
|
|
64.4
|
%
|
Expected term (in years)
|
6.0
|
|
|
5.9
|
|
Risk-free interest rate
|
2.2
|
%
|
|
1.4
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
Number
of Grants
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Weighted-
Average
Contractual
Life (in years)
|
|
Aggregate
Intrinsic
Value(1)
|
|||||
Outstanding at December 31, 2016
|
3,316
|
|
|
$
|
25.96
|
|
|
7.03
|
|
|
|
|
Granted
|
567
|
|
|
$
|
30.00
|
|
|
|
|
|
|
|
Exercised
|
(293
|
)
|
|
$
|
3.93
|
|
|
|
|
|
|
|
Canceled or forfeited
|
(7
|
)
|
|
$
|
35.98
|
|
|
|
|
|
|
|
Outstanding at March 31, 2017
|
3,583
|
|
|
$
|
28.38
|
|
|
7.63
|
|
$
|
13,224,792
|
|
Exercisable at March 31, 2017
|
1,675
|
|
|
$
|
23.39
|
|
|
6.01
|
|
$
|
13,030,298
|
|
(1)
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at
March 31, 2017
.
|
|
Number
of Grants |
|
Weighted-
Average Grant Date Fair Value |
|||
Unvested balance at December 31, 2016
|
732
|
|
|
$
|
31.55
|
|
Granted
|
112
|
|
|
$
|
29.48
|
|
Vested
|
(35
|
)
|
|
$
|
30.84
|
|
Forfeited
|
(2
|
)
|
|
$
|
36.87
|
|
Unvested balance at March 31, 2017
|
807
|
|
|
$
|
31.28
|
|
•
|
our ongoing and planned preclinical studies and clinical trials;
|
•
|
clinical trial data and the timing of results of our ongoing clinical trials;
|
•
|
our plans to develop and commercialize dalantercept and ACE-083, and our and Celgene’s plans to develop and commercialize luspatercept and sotatercept;
|
•
|
the potential benefits of strategic partnership agreements and our ability to enter into selective strategic partnership arrangements;
|
•
|
the timing of anticipated milestone payments under our collaboration agreements with Celgene;
|
•
|
the timing of, and our and Celgene’s ability to, obtain and maintain regulatory approvals for our therapeutic candidates;
|
•
|
the rate and degree of market acceptance and clinical utility of any approved therapeutic candidate, particularly in specific patient populations;
|
•
|
our ability to quickly and efficiently identify and develop therapeutic candidates;
|
•
|
our commercialization, marketing and manufacturing capabilities and strategy;
|
•
|
our intellectual property position; and
|
•
|
our estimates regarding our operating capital requirements, results of operations, financial condition, liquidity, capital requirements, prospects, growth and strategies.
|
•
|
conduct clinical trials for dalantercept, ACE-083, and ACE-2494;
|
•
|
continue our preclinical studies and potential clinical development efforts of our existing preclinical therapeutic candidates;
|
•
|
continue research activities for the discovery of new therapeutic candidates;
|
•
|
manufacture therapeutic candidates for our preclinical studies and clinical trials;
|
•
|
seek regulatory approval for our therapeutic candidates; and
|
•
|
operate as a public company.
|
•
|
direct employee-related expenses, including salaries, benefits, travel and stock-based compensation expense of our research and development personnel;
|
•
|
expenses incurred under agreements with clinical research organizations, or CROs, and investigative sites that will conduct our clinical trials;
|
•
|
the cost of acquiring and manufacturing preclinical and clinical study materials and developing manufacturing processes;
|
•
|
allocated facilities, depreciation, and other expenses, which include rent and maintenance of facilities, insurance and other supplies;
|
•
|
expenses associated with obtaining and maintaining patents; and
|
•
|
costs associated with preclinical activities and regulatory compliance.
|
•
|
the scope, rate of progress, and expense of our ongoing, as well as any additional, clinical trials and other research and development activities;
|
•
|
future clinical trial results;
|
•
|
potential changes in government regulation; and
|
•
|
the timing and receipt of any regulatory approvals.
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Luspatercept(1)
|
|
$
|
1,998
|
|
|
$
|
1,616
|
|
Dalantercept
|
|
1,296
|
|
|
1,954
|
|
||
ACE-083
|
|
2,028
|
|
|
877
|
|
||
ACE-2494
|
|
1,286
|
|
|
—
|
|
||
Total direct research and development expenses
|
|
6,608
|
|
|
4,447
|
|
||
Other expenses(2)
|
|
15,119
|
|
|
11,799
|
|
||
Total research and development expenses
|
|
$
|
21,727
|
|
|
$
|
16,246
|
|
|
(1)
|
Expenses associated with luspatercept are reimbursed 100% by Celgene.
|
(2)
|
Other expenses include unallocated employee and contractor-related expenses, facility expenses, lab supplies, and miscellaneous expenses.
|
|
|
Three Months Ended
March 31, |
|
Increase
|
||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
(Decrease)
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Collaboration revenue:
|
|
|
|
|
|
|
|
|
||||
License and milestone
|
|
$
|
135
|
|
|
$
|
15,144
|
|
|
$
|
(15,009
|
)
|
Cost-sharing, net
|
|
3,570
|
|
|
3,057
|
|
|
513
|
|
|||
Total revenue
|
|
3,705
|
|
|
18,201
|
|
|
(14,496
|
)
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
21,727
|
|
|
16,246
|
|
|
5,481
|
|
|||
General and administrative
|
|
7,836
|
|
|
5,911
|
|
|
1,925
|
|
|||
Total costs and expenses
|
|
29,563
|
|
|
22,157
|
|
|
7,406
|
|
|||
Loss from operations
|
|
(25,858
|
)
|
|
(3,956
|
)
|
|
(21,902
|
)
|
|||
Other income, net
|
|
457
|
|
|
9,017
|
|
|
(8,560
|
)
|
|||
(Loss) income before income taxes
|
|
(25,401
|
)
|
|
5,061
|
|
|
(30,462
|
)
|
|||
Income tax provision
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Net (loss) income
|
|
$
|
(25,407
|
)
|
|
$
|
5,061
|
|
|
$
|
(30,468
|
)
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Net cash (used in) provided by:
|
|
|
|
|
|
|||
Operating activities
|
|
$
|
(21,949
|
)
|
|
$
|
939
|
|
Investing activities
|
|
32,635
|
|
|
(106,917
|
)
|
||
Financing activities
|
|
1,521
|
|
|
141,876
|
|
||
Net increase in cash and cash equivalents
|
|
$
|
12,207
|
|
|
$
|
35,898
|
|
•
|
the achievement of milestones under our agreement with Celgene;
|
•
|
the terms and timing of any other collaborative, licensing and other arrangements that we may establish;
|
•
|
the initiation, progress, timing and completion of preclinical studies and clinical trials for our therapeutic candidates and potential therapeutic candidates;
|
•
|
the number and characteristics of therapeutic candidates that we pursue;
|
•
|
the progress, costs and results of our clinical trials;
|
•
|
the outcome, timing and cost of regulatory approvals;
|
•
|
delays that may be caused by changing regulatory requirements;
|
•
|
the cost and timing of hiring new employees to support our continued growth;
|
•
|
the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims;
|
•
|
the costs and timing of procuring clinical and commercial supplies of our therapeutic candidates;
|
•
|
the extent to which we acquire or invest in businesses, products or technologies; and
|
•
|
the costs involved in defending and prosecuting litigation regarding in-licensed intellectual property.
|
•
|
In March 2017, we issued 1,014 shares of Common Stock upon the cashless exercise of warrants to purchase 1,187 shares of Common Stock.
|
|
ACCELERON PHARMA INC.
|
|
|
|
|
Date: May 8, 2017
|
By:
|
/s/ HABIB J. DABLE
|
|
|
Habib J. Dable
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
Date: May 8, 2017
|
By:
|
/s/ KEVIN F. MCLAUGHLIN
|
|
|
Kevin F. McLaughlin
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Exhibit Number
|
|
Description of Exhibit
|
|
10.1*
|
|
|
Employment Agreement between Ravindra Kumar and Acceleron Pharma Inc., dated as of January 31, 2014
|
|
|
|
|
10.2*
|
|
|
Amendment to Amended and Restated Employment Agreement between Steven D. Ertel and Acceleron Pharma Inc., dated as of April 28, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (001-36065), filed on May 2, 2017)
|
|
|
|
|
31.1
|
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement.
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
May 8, 2017
|
|
/s/ Habib J. Dable
|
Date
|
Habib J. Dable
Chief Executive Officer and President
(Principal Executive Officer)
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
May 8, 2017
|
|
/s/ Kevin F. McLaughlin
|
Date
|
Kevin F. McLaughlin
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
Date: May 8, 2017
|
By:
|
/s/ Habib J. Dable
|
|
|
Habib J. Dable
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date: May 8, 2017
|
By:
|
/s/ Kevin F. McLaughlin
|
|
|
Kevin F. McLaughlin
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|