ANTARES PHARMA, INC. (Form: 10-Q, Received: 08/06/2019 16:02:45)

Large accelerated filer

Accelerated filer

Non–accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934 .

For the quarterly period ended June 30, 2019

Commission File Number 1-32302

ANTARES PHARMA, INC.

A Delaware Corporation

(State or Other Jurisdiction of Incorporation)

41-1350192

(I.R.S. Employer Identification No.)

100 Princeton South, Suite 300, Ewing, NJ		08628
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 359-3020

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ATRS

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

As of July 31, 2019, the registrant had 163,061,637 shares of common stock, $0.01 par value per share, outstanding.

ANTARES PHARMA, INC.

INDEX

			PAGE

PART I.		FINANCIAL INFORMATION	3

	Item 1.	Financial Statements	3

		Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018	3

		Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (Unaudited)	4

		Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2019 and 2018 (Unaudited)	5

		Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2019 and 2018 (Unaudited)	6

		Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (Unaudited)	7

		Notes to Consolidated Financial Statements (Unaudited)	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4.	Controls and Procedures	26

PART II.		OTHER INFORMATION	27

	Item 1.	Legal Proceedings	27

	Item 1A.	Risk Factors	27

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

	Item 3.	Default Upon Senior Securities	27

	Item 4.	Mine Safety Disclosures	27

	Item 5.	Other Information	28

	Item 6.	Exhibits	28

		SIGNATURES	29

PART I – F INANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

ANTARES PHARMA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30,			December 31,
	2019			2018
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	40,171		$	27,892
Accounts receivable		24,629			18,976
Inventories		15,235			11,350
Contract assets		6,285			10,442
Prepaid expenses and other current assets		2,781			2,648
Total current assets		89,101			71,308
Equipment, molds, furniture and fixtures, net		14,994			14,895
Operating lease right-of-use assets		2,947			—
Goodwill		1,095			1,095
Intangibles, net		556			831
Other assets		519			148
Total Assets	$	109,212		$	88,277
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	11,699		$	11,135
Accrued expenses and other liabilities		12,571			11,997
Long-term debt, current portion		—			3,043
Lease liabilities, current portion		961			—
Deferred revenue		547			1,018
Total current liabilities		25,778			27,193
Long-term debt		40,143			22,083
Lease liabilities, long-term		1,739			—
Total liabilities		67,660			49,276
Stockholders’ Equity:
Preferred Stock: $0.01 par, authorized 3,000 shares, none outstanding		—			—
Common Stock: $0.01 par; 300,000 shares authorized; 163,053 and 159,721 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		1,630			1,597
Additional paid-in capital		325,075			314,907
Accumulated deficit		(284,449	)		(276,800	)
Accumulated other comprehensive loss		(704	)		(703	)
		41,552			39,001
Total Liabilities and Stockholders’ Equity	$	109,212		$	88,277

See accompanying notes to consolidated financial statements.

ANTARES PHARMA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenue:
Product sales	$	20,620		$	11,095		$	38,920		$	22,044
Licensing and development revenue		2,239			1,785			3,154			3,070
Royalties		5,574			1,282			9,645			1,751
Total revenue		28,433			14,162			51,719			26,865
Cost of revenue:
Cost of product sales		10,713			6,677			21,281			13,213
Cost of development revenue		1,728			283			2,106			933
Total cost of revenue		12,441			6,960			23,387			14,146
Gross profit		15,992			7,202			28,332			12,719
Operating expenses:
Research and development		2,494			3,230			4,881			6,130
Selling, general and administrative		15,087			7,883			30,022			16,119
Total operating expenses		17,581			11,113			34,903			22,249
Operating loss		(1,589	)		(3,911	)		(6,571	)		(9,530	)
Interest expense		(712	)		(654	)		(1,373	)		(1,285	)
Other income		75			45			179			102
Net loss	$	(2,226	)	$	(4,520	)	$	(7,765	)	$	(10,713	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.03	)	$	(0.05	)	$	(0.07	)
Basic and diluted weighted average common shares outstanding		162,734			157,024			161,596			156,875

See accompanying notes to consolidated financial statements.

ANTARES PHARMA, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Net loss	$	(2,226	)	$	(4,520	)	$	(7,765	)	$	(10,713	)
Foreign currency translation adjustment		2			(10	)		(1	)		—
Comprehensive loss	$	(2,224	)	$	(4,530	)	$	(7,766	)	$	(10,713	)

See accompanying notes to consolidated financial statements.

ANTARES PHARMA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(UNAUDITED)

	For the three and six months ended June 30, 2019
	Common Stock										Accumulated
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
December 31, 2018		159,721	$	1,597	$	314,907		$	(276,800	)	$	(703	)	$	39,001
Issuance of common stock, net of offering costs		2,307		23		7,762			—			—			7,785
Common stock issued under equity compensation plan, net of shares withheld for taxes		288		3		(411	)		—			—			(408	)
Exercise of options		212		2		348			—			—			350
Share-based compensation		—		—		1,366			—			—			1,366
Cumulative effect of change in accounting principle		—		—		—			116			—			116
Net loss		—		—		—			(5,539	)		—			(5,539	)
Other comprehensive income (loss)		—		—		—			—			(3	)		(3	)
March 31, 2019		162,528		1,625		323,972			(282,223	)		(706	)		42,668
Issuance of common stock, net of offering costs		—		—		(5	)		—			—			(5	)
Common stock issued under equity compensation plan, net of shares withheld for taxes		366		4		(659	)		—			—			(655	)
Exercise of options		159		2		132			—			—			134
Share-based compensation		—		—		1,635			—			—			1,635
Net loss		—		—		—			(2,226	)		—			(2,226	)
Other comprehensive income (loss)		—		—		—			—			2			2
June 30, 2019		163,053	$	1,630	$	325,075		$	(284,449	)	$	(704	)	$	41,552

	For the three and six months ended June 30, 2018
	Common Stock										Accumulated
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
December 31, 2017		156,675	$	1,567	$	302,965		$	(270,285	)	$	(700	)	$	33,547
Common stock issued under equity compensation plan, net of shares withheld for taxes		114		1		(131	)		—			—			(130	)
Exercise of options		32		—		28			—			—			28
Share-based compensation		—		—		985			—			—			985
Net loss		—		—		—			(6,193	)		—			(6,193	)
Other comprehensive income (loss)		—		—		—						10			10
March 31, 2018		156,821		1,568		303,847			(276,478	)		(690	)		28,247
Common stock issued under equity compensation plan, net of shares withheld for taxes		339		3		(402	)		—			—			(399	)
Exercise of options		277		3		260			—			—			263
Share-based compensation		—		—		1,065			—			—			1,065
Net loss		—		—		—			(4,520	)		—			(4,520	)
Other comprehensive loss		—		—		—			—			(10	)		(10	)
June 30, 2018		157,437	$	1,574	$	304,770		$	(280,998	)	$	(700	)	$	24,646

See accompanying notes to consolidated financial statements.

ANTARES PHARMA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(UNAUDITED)

	Six Months Ended
	June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(7,765	)	$	(10,713	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		3,000			2,050
Depreciation and amortization		1,338			1,207
Other		154			126
Changes in operating assets and liabilities:
Accounts receivable		(5,654	)		(2,193	)
Inventories		(3,885	)		(1,405	)
Prepaid expenses and other assets		(506	)		408
Contract assets		1,657			94
Accounts payable		507			607
Accrued expenses and other liabilities		443			1,704
Deferred revenue		(471	)		(1,967	)
Net cash used in operating activities		(11,182	)		(10,082	)
Cash flows from investing activities:
Proceeds from sale of assets		2,500			7,500
Purchases of equipment, molds, furniture and fixtures		(1,104	)		(336	)
Additions to patent rights		—			(19	)
Proceeds from maturities of investment securities		—			5,000
Net cash provided by investing activities		1,396			12,145
Cash flows from financing activities:
Proceeds from issuance of long-term debt		15,000			—
Payment of debt issuance costs		(136	)		—
Proceeds from issuance of common stock, net		7,781			—
Proceeds from exercise of stock options		484			291
Taxes paid related to net share settlement of equity awards		(1,063	)		(135	)
Net cash provided by financing activities		22,066			156
Effect of exchange rate changes on cash		(1	)		1
Net increase in cash and cash equivalents		12,279			2,220
Cash and cash equivalents:
Beginning of period		27,892			26,562
End of period	$	40,171		$	28,782
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,201		$	1,148
Supplemental disclosure of non-cash investing activities:
Purchases of equipment, molds, furniture and fixtures recorded in accounts payable and accrued expenses	$	106		$	34
Additions to patent rights recorded in accounts payable and accrued expenses	$	—		$	12
Supplemental disclosure of non-cash financing activities:
Tax withholding on net settled equity awards included in accrued liabilities	$	—		$	392

See accompanying notes to consolidated financial statements.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

1.	Description of Business

Antares Pharma, Inc. (“Antares” or the “Company”) is a combination drug device company focused primarily on the development and commercialization of self-administered parenteral pharmaceutical products and technologies. The Company develops and commercializes, for itself or with partners, novel therapeutic products using its advanced drug delivery technology to enhance existing drug compounds and delivery methods. The Company’s intramuscular and subcutaneous injection technology platforms include the VIBEX ^® and VIBEX ^® QuickShot ^® pressure-assisted auto injector systems suitable for branded and generic injectable drugs in unit dose containers and disposable multi-dose pen injectors. The Company has a portfolio of proprietary and partnered commercial products and ongoing product development programs in various stages of development. The Company has formed significant strategic alliances with Teva Pharmaceutical Industries, Ltd. (“Teva”), AMAG Pharmaceuticals, Inc. (“AMAG”) and Pfizer Inc. (“Pfizer”).

The Company markets and sells its proprietary product XYOSTED ^® (testosterone enanthate) injection, which is indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone. XYOSTED ^® was approved by the U.S. Food and Drug Administration (“FDA”) on September 28, 2018 and launched for commercial sale in November 2018.

The Company also markets and sells its proprietary product OTREXUP ^® (methotrexate) injection in the U.S., which is indicated for adults with severe active rheumatoid arthritis, children with active polyarticular juvenile idiopathic arthritis and adults with severe recalcitrant psoriasis.

Through its commercialization partner Teva, the Company sells Sumatriptan Injection USP, indicated in the U.S. for the acute treatment of migraine and cluster headache in adults.

In collaboration with AMAG, the Company developed a subcutaneous auto injector for use with AMAG’s progestin hormone drug Makena ^® (hydroxyprogesterone caproate injection) under an exclusive license and development agreement. In February 2018, the FDA approved AMAG’s supplemental New Drug Application (“sNDA”) for the Makena ^® subcutaneous auto injector drug-device combination product, which is a ready-to-administer treatment indicated to reduce the risk of preterm birth in women pregnant with one baby and who spontaneously delivered one preterm baby in the past. The Company is the exclusive supplier of the devices and final assembled and packaged commercial product. AMAG launched the product for commercial sale in the first quarter of 2018.

Through a license, development and supply agreement with Teva, Antares developed and is the exclusive supplier of the device for Teva’s Epinephrine Injection USP, which is indicated for emergency treatment of severe allergic reactions in adults and certain pediatric patients. The product was approved by the FDA in August 2018 and launched for commercial sale in late fourth quarter of 2018.

The Company is also developing two multi-dose pen injector products in collaboration with Teva, a combination drug device rescue pen in collaboration with Pfizer, and has other ongoing internal research and development programs.

2.	Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of the Securities and Exchange Commission's Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

Revisions of Prior Period Financial Statements

During the preparation of the consolidated financial statements for the year ended December 31, 2018, management revised the presentation of certain regulatory fees between research and development expenses and selling, general and administrative expenses. As a result, the Company also made revisions to its prior period interim consolidated statements of operations as follows:

	Three months ended		Six months ended
	June 30,		June 30,
	2018		2018
Research and development, as reported	$	3,650	$	6,970
Research and development, as revised		3,230		6,130
Selling, general and administrative, as reported		7,463		15,279
Selling, general and administrative, as revised		7,883		16,119

These revisions had no impact on the Company’s total operating expenses or net loss. The revisions also had no impact on the consolidated balance sheets or the consolidated statements of comprehensive loss, stockholders’ equity or cash flows. Management evaluated the materiality of the revisions from a quantitative and qualitative perspective and concluded that the revisions are immaterial to the consolidated financial statements.

Accounting Pronouncements Recently Adopted

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-02 Leases (“Topic 842”) effective January 1, 2019, electing the package of practical expedients and applying the transition provisions as of the effective date. Reporting periods beginning on or after January 1, 2019 are presented under Topic 842, while prior period amounts, as reported under previous GAAP, were not adjusted. As of December 31, 2018, the Company had non-cancellable operating leases for its corporate headquarters facility in Ewing, New Jersey, and its office, research and development facility in Plymouth, Minnesota, a suburb of Minneapolis, which were not required to be recorded on the balance sheet. As a result of the adoption of Topic 842, the Company recognized approximately $1.0 million in right-of-use assets and lease liabilities in connection with its existing operating leases. The adoption of Topic 842 on January 1, 2019 did not have a significant impact on the Company’s consolidated results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

In 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The amendment in this update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements.

In 2018, the FASB issued new guidance on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor (i.e., a service contract). Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This standard will be effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those fiscal years. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In 2018, the FASB issued new guidance to clarify the interaction between Collaborative Arrangements and Revenue from Contracts with Customers standards. The guidance clarifies that certain transactions between collaborative arrangement participants should be accounted for under revenue guidance, adds unit of account guidance to the collaborative arrangement guidance to align with the revenue standard, and clarifies presentation guidance for transactions with a collaborative arrangement participant that is not accounted for under the revenue standard. The guidance is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Certain components of the Company’s products are provided by a limited number of vendors, and the Company’s production, assembly, warehousing and distribution operations are outsourced to third-parties where substantially all of the Company’s inventory is located. Disruption of supply from key vendors or third-party suppliers may have a material adverse impact on the Company’s operations. The Company provides a reserve for potentially excess, dated or obsolete inventories based on an analysis of inventory on hand compared to forecasts of future sales, which was $1,200 and $847 at June 30, 2019 and December 31, 2018, respectively. Inventories consist of the following:

	June 30,		December 31,
	2019		2018
Inventories:
Raw material	$	344	$	26
Work in process		7,700		7,622
Finished goods		7,191		3,702
	$	15,235	$	11,350

Equipment, Molds, Furniture, and Fixtures

Equipment, molds, furniture, and fixtures are stated at cost, net of accumulated depreciation, and are depreciated using the straight-line method over their estimated useful lives ranging from three to ten years. As of June 30, 2019 and December 31, 2018, the Company’s equipment, molds, furniture and fixtures totaled $14,994 and $14,895, respectively, which is presented net of accumulated depreciation of $8,633 and $7,570 as of June 30, 2019 and December 31, 2018, respectively.

Leases

The Company recognizes right-of-use (“ROU”) assets and lease liabilities when it obtains the right to control an asset under a leasing arrangement with an initial term greater than twelve months. The Company evaluates the nature of each lease at the inception of an arrangement to determine whether it is an operating or financing lease and recognizes the right-of-use asset and lease liabilities based on the present value of future minimum lease payments over the expected lease term. The Company’s leases do not generally contain an implicit interest rate and therefore the Company uses the incremental borrowing rate it would expect to pay to borrow on a similar collateralized basis over a similar term in order to determine the present value of its lease payments. Certain of the Company’s lease arrangements contain renewal options that have not been included in the determination of the lease term, as they are not reasonably certain of exercise. For contracts that contain lease and non-lease components, the Company accounts for both components as a single lease component. Variable lease payments are expensed as incurred.

Revenue Recognition

The Company generates revenue from proprietary and partnered product sales, license and development activities and royalty arrangements. Revenue is recognized when or as the Company transfers control of the promised goods or services to its customers at the transaction price, which is the amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services.

At inception of each contract, the Company identifies the goods and services that have been promised to the customer and each of those that represent a distinct performance obligation, determines the transaction price including any variable consideration, allocates the transaction price to the distinct performance obligations and determines whether control transfers to the customer at a point in time or over time. Variable consideration is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company reassesses its reserves for variable consideration at each reporting date and makes adjustments, if necessary, which may affect revenue and earnings in periods in which any such changes become known.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

The Company has elected to recognize the cost for freight and shipping activities as fulfilment cost. Amounts bil led to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying goods are transferred to the customer. The related shipping and freight charges incurred by the Company are includ ed in cost of revenue.

Proprietary Product Sales

The Company sells its proprietary products OTREXUP ^® and XYOSTED ^® primarily to wholesale and specialty distributors. Revenue is recognized when control has transferred to the customer, which is typically upon delivery, at the net selling price, which reflects the variable consideration for which reserves and sales allowances are established for estimated returns, wholesale distribution fees, prompt payment discounts, government rebates and chargebacks, plan rebate arrangements and patient discount and support programs.

The determination of certain of these reserves and sales allowances require management to make a number of judgements and estimates to reflect the Company’s best estimate of the transaction price and the amount of consideration to which it believes it is ultimately entitled to receive. The expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical and expected utilization rates, any new or anticipated changes in programs or regulations that would impact the amount of the actual rebates, customer purchasing patterns, product expiration dates and levels of inventory in the distribution channel. Reserves for prompt payment discounts are recorded as a reduction in accounts receivable. Reserves for returns, rebates and chargebacks, distributor fees and customer co-pay support programs are included within current liabilities in the consolidated balance sheets.

Partnered Product Sales

The Company is party to several license, development, supply and distribution arrangements with pharmaceutical partners, under which the Company produces and is the exclusive supplier of certain products, devices and/or components. Revenue is recognized when or as control of the goods transfers to the customer as follows:

The Company is the exclusive supplier of the Makena ^® subcutaneous auto injector product to AMAG. Because the product is custom manufactured for AMAG with no alternative use and the Company has a contractual right to payment for performance completed to date, control is continuously transferred to the customer as product is produced pursuant to firm purchase orders. Revenue is recognized over time using the output method based on the contractual selling price and number of units produced. The amount of revenue recognized in excess of the amount shipped/billed to the customer, if any, is recorded as contract assets due to the short-term nature in which the amount is ultimately expected to be billed and collected from the customer.

All other partnered product sales are recognized at the point in time in which control is transferred to the customer, which is typically upon shipment. Sales terms and pricing are governed by the respective supply and distribution agreements, and there is generally no price protection or right of return. Revenue is recognized at the transaction price, which includes the contractual per unit selling price and estimated variable consideration, if any. For example, the Company sells Sumatriptan Injection USP to Teva at cost and is entitled to receive 50 percent of the net profits from commercial sales made by Teva, payable to the Company within 45 days after the end of the quarter in which the commercial sales are made. The Company recognizes revenue, including the estimated variable consideration it expects to receive for contract margin on future commercial sales, upon shipment of the goods to Teva. The estimated variable consideration is recognized at an amount the Company believes is not subject to significant reversal based on historical experience, and is adjusted at each reporting period if the most likely amount of expected consideration changes or becomes fixed.

Licensing and Development Revenue

The Company has entered into several license, development and supply arrangements with pharmaceutical partners under which the Company grants a license to its device technology and know-how and provides research and development services that often involve multiple performance obligations and highly customized deliverables. For such arrangements, the Company identifies each of the promised goods and services within the contract and the distinct performance obligations at inception, and allocates consideration to each performance obligation based on relative standalone selling price, which is generally determined based on the expected cost plus margin.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

If the contract includes an enforceable right to payment for performance completed to date and performance obligations are satis fied over time, the Company recognized revenue over the development period using either the input or output method depending on which is most appropriate given the nature of the distinct deliverable. For other contracts that do not contain an enforceable r ight to payment for performance completed to date, revenue is recognized when control is transferred to the customer. Factors that may indicate that the transfer of control has occurred include the transfer of legal title, transfer of physical possession, the customer has obtained the significant risks and rewards of ownership of the assets and the Company has a present right to payment.

The Company’s typical payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations. The Company records a liability for cash received in advance of performance, which is presented within deferred revenue on the consolidated balance sheet and recognized as revenue when the associated performance obligations have been satisfied. The Company recognized $505 in licensing and development revenue in connection with contract liabilities that were outstanding as of December 31, 2018 and satisfied during the six months ended June 30, 2019.

License fees and milestones received in exchange for the grant of a license to the Company’s functional intellectual property (“IP”) such as patented technology and know-how in connection with a partnered development arrangement are generally recognized at inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is not generally distinct from the non-licensed goods or services to be provided under the contract. Milestone payments that are contingent upon the occurrence of future events, are evaluated and recorded at the most likely amount, and to the extent that it is probable that a significant reversal will not occur when the associated uncertainty is resolved.

Royalties

The Company earns royalties in connection with licenses granted under license and development arrangements with partners. Royalties are based upon a percentage of commercial sales of partnered products with rates ranging from mid-single digit to low double digit and are tiered based on levels of net sales. These sales-based royalties, for which the license was deemed the predominant element to which the royalties relate, are estimated and recognized in the period in which the partners’ commercial sales occur. The royalties are generally reported and payable to the Company within 45 to 60 days of the end of the period in which the commercial sales are made. The Company bases its estimates of royalties earned on actual sales information from its partners when available or estimated prescription sales from external sources and estimated net selling price. If actual royalties received are different than amounts estimated, the Company would adjust the royalty revenue in the period in which the adjustment becomes known.

Remaining Performance Obligations

Remaining performance obligations represents the allocation of transaction price of firm orders and development contract deliverables for which work has not been completed or orders fulfilled, and excludes potential purchase orders under ordering-type supply contracts with indefinite delivery or quantity. As of June 30, 2019, the aggregate value of remaining performance obligations, excluding contracts with an original expected length of one year or less, was $9.9 million. The Company expects to recognize revenue on the remaining performance obligations over the next three years.

Leases

The Company leases its facilities under non-cancellable operating leases. In May 2019, the Company amended its existing lease of the Company’s corporate headquarters in Ewing, New Jersey to extend the lease term for an additional two years. The lease extension period commences on November 1, 2019 and expires on October 31, 2021. In the first quarter of 2019, the Company also entered into a master lease arrangement for a fleet of vehicles for use by its sales force.

As of June 30, 2019, all of the Company’s leasing arrangements are classified as operating leases. Operating lease costs were $330 and $505 for the three and six months ended June 30, 2019. Cash paid for amounts included in the measurement of operating lease liabilities was $538 and $716 for the three and six months ended June 30, 2019. During the six months ended June 30, 2019, operating lease ROU assets obtained in exchange for operating lease obligations were $2,377, including the impact of the lease amendment for the corporate headquarters. As of June 30, 2019, the weighted average discount rate was approximately 9.5% and the weighted average remaining lease term was 2.7 years.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

The following table summarizes the Company’s operating lease maturities as of June 30, 2019:

2019	$	526
2020		1,061
2021		1,042
2022		230
Total remaining lease payments		2,859
Less: interest accreted		(159	)
Total lease liabilities	$	2,700

Under the prior leasing standard, future minimum payments under non-cancellable operating leases as of December 31, 2018 were as follows:

2019	$	566
2020		233
2021		238
2022		60
2023		—
Thereafter		—
Total future minimum lease payments	$	1,097

4.	Long-Term Debt

In June 2017, the Company entered into a loan and security agreement (the “Loan Agreement”) with Hercules Capital, Inc., for a term loan of up to $35.0 million (the “Term Loan”), under which the Company initially borrowed $25.0 million (“Tranche I”.) The amortizing Term Loan is secured by substantially all of the Company’s assets, excluding intellectual property, accrues interest at a prime-based variable rate with a maximum of 9.5%, provided for payments of interest-only until August 1, 2019 and matures on July 1, 2022.

On June 26, 2019, the Company entered into a First Amendment (the “Amendment”) to the Loan Agreement, which increased the aggregate principal amount available under the Term Loan from $35.0 million to $50.0 million. Upon signing of the Amendment, an additional $15.0 million (“Tranche II”) was funded to the Company. The Company may, but is not obligated to, request one or more additional advances of at least $5.0 million, not to exceed $10.0 million in the aggregate (“Tranche III”). The Company’s option to request additional advances is available between January 1, 2020 and September 15, 2020. The Amendment extended the interest-only payment period of the Term Loan to August 1, 2021, which may be further extended to August 1, 2022 if the Company achieves a certain loan extension milestone. The Term Loan maturity date remains July 1, 2022, but may be extended to July 1, 2024 contingent upon satisfaction of a certain loan extension milestone.

The Company is required to pay an end of term fee (“End of Term Charge”) equal to 4.25% of Tranche I and 3.95% of the borrowings under Tranche II and Tranche III, payable upon the earlier of July 1, 2022 or repayment of the loan.

As of June 30, 2019 and December 31, 2018, the carrying value of the Term Loan was $40,143 and $25,126, respectively, which consisted of the principal amounts outstanding and the End of Term Charge accrual, less unamortized debt issuance costs that are being amortized/accrued to interest expense over the term of the Term Loan using the effective interest method. Future principal payments under the Term Loan, excluding the contractual End of Term Charges, are due in the following periods:

2019	$	—
2020		—
2021		16,179
2022		23,821
	$	40,000

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

5.	Stockholders’ Equity

In August 2017, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company could offer and sell, from time to time and at its sole discretion, shares of its common stock having an aggregate offering price of up to $30.0 million through Cowen as the Company’s sales agent and/or as principal. Cowen was permitted to sell the common stock through any method deemed an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “ATM Facility”).

During the three months ended June 30, 2019, the Company made no sales of its common stock under the ATM Facility. For the six months ended June 30, 2019, the Company sold 2.3 million shares of common stock under the ATM Facility. The sale of common stock resulted in aggregate gross proceeds of $8.1 million, less sales commission and payment of offering costs, resulting in net offering proceeds to the Company of $7.8 million.

On June 26, 2019, the Company delivered written notice to Cowen that it was terminating its Sales Agreement effective July 6, 2019. With the provision of such notice, the ATM Facility is no longer available for use. The Company sold a total of 4.4 million shares in connection with the ATM Facility, representing gross proceeds of approximately $15.6 million to the Company.

6 .	Share-Based Compensation

The Company has an Equity Compensation Plan (the “Plan”), which was amended and restated pursuant to stockholder approval on June 13, 2019 in order to increase the number of shares available for issuance under the Plan, extend the term of the Plan and modify certain provisions. The Plan allows for grants in the form of incentive stock options, nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. All of the Company’s officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan. The maximum number of shares authorized for issuance under the Plan is 40.2 million and the maximum number of shares of stock that may be granted to any one employee for qualified performance-based compensation during a calendar year is four million shares. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair market value on the dates of grant. The term of each option is ten years and the options typically vest over a three-year period with a minimum vesting period of one year. As of June 30, 2019, the Plan had approximately 7.5 million shares available for grant. Stock option exercises are satisfied through the issuance of new shares.

The Company’s Board of Directors has also approved a long-term incentive program (“LTIP”), pursuant to which the Company’s senior executives have been awarded stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) with targeted values based on values granted to similarly situated senior executives in the Company’s peer group. The stock options have a ten-year term, have an exercise price equal to the closing price of the Company’s common stock on the date of grant, vest in annual installments over three years, and are granted on the same standard terms and conditions as other stock options granted pursuant to the Plan. The RSU awards made to senior executives vest and convert into shares of the Company’s stock in three equal annual installments. The PSU awards vest and convert into shares of the Company’s common stock based on the Company’s attainment of certain performance goals as established by the Company’s Board of Directors over a performance period, which is typically three years.

A portion of the compensation provided to non-employee members of the Company’s Board of Directors is awarded in the form of stock options and RSUs, which vest in full one year from the date of grant and are otherwise granted on the same standard terms and conditions as other awards granted under the Plan.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

The following is a summary of stock option activity under the Plan as of and for the six months ended June 30, 2019:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term (Years)		Value
Outstanding at December 31, 2018		14,079		$	2.19
Granted		2,371			2.93
Exercised		(371	)		1.30
Cancelled/Forfeited		(71	)		2.77
Outstanding at June 30, 2019		16,008			2.32		6.7	$	15,923
Exercisable at June 30, 2019		11,515		$	2.12		5.7	$	13,793

The weighted average grant date fair value per share for options granted during the six months ended June 30, 2019 and 2018 was $1.50 and $1.44, respectively, which was estimated using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on the historical volatility of the Company’s stock price. The weighted average expected life is based on both historical and anticipated employee behavior.

	June 30,
	2019		2018
Risk-free interest rate	1.9%		2.8%
Annualized volatility	55.8%		53.7%
Weighted average expected life, in years		5.5		6.0
Expected dividend yield	0.0%		0.0%

During the six months ended June 30, 2019, stock option exercises resulted in cash proceeds to the Company of $484 and the issuance of 371 shares of common stock. Stock option exercises resulted in proceeds of $291 and the issuance of 309 shares of common stock in the six months ended June 30, 2018. The Company recognized $1,666 and $1,347 of compensation expense related to stock options for the six months ended June 30, 2019 and 2018, respectively.

The following is a summary of PSU and RSU award activity under the Plan as of and for the six months ended June 30, 2019:

	Performance Stock Units					Restricted Stock Units
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018		1,842		$	2.41		1,226		$	2.44
Granted		593			2.99		789			2.92
Vested/settled		(415	)		1.18		(601	)		2.17
Forfeited/expired		(178	)		1.12		—			—
Outstanding at June 30, 2019		1,842		$	3.01		1,414		$	2.83

The PSUs granted to senior executives under the LTIP may be earned based upon the Company’s achievement of certain corporate development goals, net revenue goals and total shareholder return (“TSR”) relative to the Nasdaq Biotechnology Index over the performance period, which is generally a three-year period. Depending on the outcome of the performance goals, a recipient may ultimately earn a number of shares greater or less than the target number of shares granted, ranging from 0% to 150%.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

In connection with PSU awards, t he Company recognized compensation expense of $632 and $180 for the six months ended June 30, 2019 and 2018 , respectively. The grant date fair value of PSUs that are not tied to market-based performance are expensed over the remaining performance period when it becomes probable that the related goal will be achieved. The fair value of the TSR PSUs are expensed over the performance period and determined using a Monte Carlo simulation utilizing the following inputs and assumptions:

	2019 Award			2018 Award			2017 Award
Closing stock price on grant date	$	2.92		$	2.70		$	2.66
Performance period starting price	$	3.01		$	1.92		$	2.17
Term of award (in years)		2.55			2.57			2.57
Volatility		63.7	%		64.9	%		54.6	%
Risk-free interest rate		1.79	%		2.60	%		1.39	%
Expected dividend yield		0.00	%		0.00	%		0.00	%
Fair value per TSR PSU	$	3.18		$	3.27		$	3.10

Compensation expense recognized in connection with RSU awards was $702 and $523 for the six months ended June 30, 2019 and 2018, respectively.

The LTIP awards that vested during the six months ended June 30, 2019 and 2018 were net-share settled such that the Company withheld shares with a value equivalent to the employees’ tax obligations for applicable income and other employment taxes, and remitted cash to the appropriate taxing authorities. The Company withheld 362 and 208 shares during the six months ended June 30, 2019 and 2018, respectively, to satisfy tax obligations, which was determined based on the fair value of the shares on their vesting date equal to the Company’s closing stock price on such date. The Company paid $1,063 and $527 during the six months ended June 30, 2019 and 2018, respectively, to taxing authorities for the employees’ tax obligations, which is reflected as a cash outflow from financing activities within the consolidated statements of cash flows. Net-share settlements have the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued as a result of the vesting.

7 .	Revenues, Significant Customers and Concentrations of Risk

The following table presents the Company’s revenue on a disaggregated basis by types of goods and services and major product lines:

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
Proprietary product sales	$	8,984	$	3,755	$	13,755	$	7,726
Partnered product sales		11,636		7,340		25,165		14,318
Total product revenue		20,620		11,095		38,920		22,044
Licensing and development revenue		2,239		1,785		3,154		3,070
Royalties		5,574		1,282		9,645		1,751
Total revenue	$	28,433	$	14,162	$	51,719	$	26,865

Revenues disaggregated by customer location are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
United States of America	$	27,542	$	12,220	$	48,727	$	23,421
Europe		788		1,795		2,878		3,214
Other		103		147		114		230
	$	28,433	$	14,162	$	51,719	$	26,865

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

The following table identifies customers from which the Company derived 10% or more of its total revenue in any of the periods presented:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2019	2018	2019	2018
Teva	42%	30%	44%	32%
AMAG	19%	27%	19%	25%
McKesson	<10%	12%	<10%	13%
AmerisourceBergen	11%	10%	<10%	10%
Ferring	<10%	14%	<10%	13%

8.	Sale of Assets

In October 2017, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ferring International Center S.A. (together with Ferring Pharmaceuticals Inc. and Ferring B.V. individually and collectively referred to as “Ferring”) to sell the worldwide rights, including certain assets, related to the needle-free auto injector device product line for a total purchase price of $14.5 million. The purchase price was to be paid in four installments consisting of the following: a $2.0 million upfront payment, which was received upon entry into the Asset Purchase Agreement and the transfer of certain assets; a second installment of $2.75 million received upon delivery of certain documentation and satisfaction of certain conditions primarily related to product manufacturing; a third installment of $4.75 million received upon satisfaction of certain conditions, including further document transfer, the successful completion of a regulatory audit by a notified body, and a pilot manufacturing run under Ferring’s supervision; and a final installment of $5.0 million due upon Ferring’s receipt of the CE Mark needed to continue to commercialize the product in certain territories and the final transfer of certain product-related inventory, equipment and agreements to Ferring (the “Completion Date”).

On May 1, 2019, the Company and Ferring entered into the First Amendment of the Asset Purchase Agreement (the “First Amendment”) to extend the term of the agreement to the third anniversary, to provide for the manufacture and delivery of additional product by Antares to Ferring prior to the Completion Date, and to bifurcate the payment of the final installment of the purchase price such that $2.5 million was paid to the Company upon the First Amendment effective date, with the remaining $2.5 million to be paid at the Completion Date, which is expected to occur by the end of 2019. The Company will continue to manufacture and supply needle-free devices until the Completion Date, and will receive payment for devices manufactured and supplied to its partners, and a royalty on net product sales, in accordance with the existing license and supply agreements.

The Company previously recorded the gain on sale of assets as it was determined that, based on the satisfaction of certain conditions and the status of remaining closing requirements, it was probable that a significant reversal of the gain will not occur. The receipt of the $2.5 million in the three months ended June 30, 2019 was recorded as a reduction in the related contract asset balance and a cash inflow from investing activities in the consolidated condensed statement of cash flows.

9 .	Net Loss Per Share

Basic loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per common share reflects the potential dilution from the exercise or conversion of securities into common stock. Potentially dilutive stock options and other share-based awards excluded from dilutive loss per share because their effect was anti-dilutive totaled 19,264 and 17,326 at June 30, 2019 and 2018, respectively.

ANTARES PHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(UNAUDITED)

10 .	Commitments and Contingencies

Pending Litigation

From time to time, the Company may be involved in various legal matters generally incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, after discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on its consolidated financial condition, liquidity, or results of operations.

On October 23, 2017, Randy Smith filed a complaint in the District of New Jersey, captioned Randy Smith, Individually and on Behalf of All Others Similarly Situated v. Antares Pharma, Inc., Robert F. Apple and Fred M. Powell (“ Smith ”), Case No. 3:17-cv-08945-MAS-DEA, on behalf of a putative class of persons who purchased or otherwise acquired Antares securities between December 21, 2016 and October 12, 2017, inclusive, asserting claims for purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, against Antares, Robert F. Apple and Fred M. Powell. The Smith complaint contends that defendants made false and/or misleading statements and/or failed to disclose that: (i) Antares had provided insufficient data to the FDA in connection with the NDA for XYOSTED ^® ; and (ii) accordingly, Antares had overstated the approval prospects for XYOSTED ^® . On July 27, 2018, the court entered an order appointing Serghei Lungu as lead plaintiff, Pomerantz LLP as lead counsel, and Lite DePalma Greenberg, LLC as liaison counsel for plaintiff. On August 3, 2018, the parties submitted a stipulation and proposed order, setting forth an agreed-upon schedule for responding to the complaint, which the court granted. Pursuant to that order, plaintiff filed a Consolidated Amended Class Action Complaint on October 9, 2018. On November 26, 2018, defendants filed a motion to dismiss. Plaintiff filed an opposition to the motion on January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. On July 2, 2019, the court dismissed the complaint in its entirety without prejudice. On July 29, 2019, plaintiff filed a Consolidated Second Amended Class Action Complaint against the same parties alleging substantially similar claims. The Company believes that the claims in the Smith action lack merit and intends to defend them vigorously.

On January 12, 2018, a stockholder of the Company filed a derivative civil action, captioned Chiru Mackert, derivatively on behalf of Antares Pharma, Inc., v. Robert F. Apple, et al. , in the Superior Court of New Jersey Chancery Division, Mercer County (Case No. C-000011-18). On January 17, 2018, another stockholder filed a derivative action in the same court, captioned Vikram Rao, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (Case No. C-000004-18). Both complaints name Robert F. Apple, Fred M. Powell, Thomas J. Garrity, Jacques Gonella, Anton Gueth, Leonard S. Jacob, Marvin Samson and Robert P. Roche, Jr. as defendants, and the Company as nominal defendant, and they assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising from the same facts underlying the Smith securities class action. The plaintiffs seek damages, corporate governance and internal procedure reforms and improvements, restitution, reasonable attorneys’ fees, experts’ fees, costs, and expenses. The parties have filed a stipulation consolidating the two actions and staying the proceedings pending the court’s decision on defendants’ motion to dismiss the Smith action.

On January 17, 2018, a stockholder of the Company filed a derivative civil action, captioned Robert Clark, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“ Clark ”) (Case No. 3:18-cv-00703-MAS-DEA), against Robert F. Apple, Thomas J. Garrity, Jacques Gonella, Leonard S. Jacob, Marvin Samson, Anton G. Gueth and Robert P. Roche, Jr. as defendants, and Company as a nominal defendant. The action was filed in the U.S. District Court for the District of New Jersey and asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and a violation of Section 14(a) of the Securities Exchange Act of 1934. This complaint relates to the same facts underlying the Smith securities class action and the other derivative actions. The plaintiff in Clark seeks damages, corporate governance and internal procedure reforms and improvements, reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The parties have filed a stipulation staying the action pending the court’s decision on defendants’ motion to dismiss the Smith action.

11.	Subsequent Events

On July 1, 2019, the Company entered into a lease agreement (the “Lease”) with Whitewater Properties I, LLC (the “Landlord”) for approximately 75,000 square feet of office, laboratory, manufacturing and warehousing space in the building known as 12500 Whitewater Drive, Minnetonka, Minnesota. The initial term of the Lease is 12 years and the Company may renew the Lease, at its option, for one additional renewal period of three years. The Landlord delivered possession of the premises to the Company on July 1, 2019 (the “Delivery Date”) and payment of rent will commence on January 1, 2020. The annual base rent is $180,372 in year one, $281,160 in year two, and $625,224 in year three, with annual increases of approximately 2% thereafter over the remaining initial lease term. The Company will also pay additional rent for operating expenses, insurance premiums and taxes. The Company is performing the build-out of the premises at the Company’s cost with an allowance provided by the Landlord of up to approximately $1.2 million, to be disbursed over four disbursement periods, all within 36 months after the Delivery Date.

Item 2.

M ANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements in this report, including statements in the management’s discussion and analysis section set forth below, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements can be identified by the words “expect,” “estimate,” “plan”, “project,” “anticipate,” “should,” “intend,” “may,” “will,” “believe,” “continue” or other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and product development. In particular, these forward-looking statements include, among others, statements about:

•

our expectations regarding the commercialization and sales of XYOSTED ^® (testosterone enanthate) injection for testosterone replacement therapy, including marketing and reimbursement strategies, and future revenues related thereto;

•

our expectations regarding continued sales of OTREXUP ^® (methotrexate) injection;

•

our expectations regarding sales of Sumatriptan Injection USP to our partner, Teva Pharmaceutical Industries, Ltd. (“Teva”), and Teva’s ability to successfully distribute and sell Sumatriptan Injection USP;

•

our expectations regarding the ability of our partner, AMAG Pharmaceuticals, Inc. (“AMAG”), to continue to successfully commercialize the Makena ^® subcutaneous auto injector, and any future revenue related thereto;

•

our expectations regarding the ability of our partner, Teva, to successfully commercialize the generically equivalent version of Mylan’s EpiPen ^® (“generic epinephrine injection”), and any future revenue related thereto;

•

our expectations regarding continued product development with Teva of the teriparatide disposable pen injector and exenatide disposable pen injector, and Teva’s ability to obtain FDA approval and AB-rating for each of those products;

•

our plans to develop a rescue pen for an undisclosed drug with our partner Pfizer, Inc. (“Pfizer”) and our intention to enter into a separate supply agreement with Pfizer;

•

our expectations about the timing and successful completion of the sale of our worldwide rights, including the completion of outstanding purchase orders, for the ZOMAJET™ needle-free auto injector device product line to Ferring International Center S.A. (together with Ferring Pharmaceuticals Inc. and Ferring B.V. individually and collectively referred to as “Ferring”);

•

our expectations about the timing and outcome of pending or potential claims and litigation, including without limitation, the pending securities class action and derivative actions;

•

trends in the managed market payor environment;

•

our anticipated continued reliance on contract manufacturers to manufacture our products;

•

our anticipated continued reliance on third parties to provide certain services for our products including logistics, warehousing, distribution, invoicing, contract administration and chargeback processing;

•

our sales and marketing plans;

•

our expectations about our research and development projects, including but not limited to the continued development of ATRS-1701, the timing and results of clinical trials, and our anticipated continued reliance on third parties in conducting studies, trials and other research and development activities;

•

our expectations about our future revenues, including our ability to achieve the 2019 revenue guidance, cash flows and our ability to support our operations;

•

our estimates and expectations regarding the sufficiency of our cash resources, anticipated capital requirements and our need for and ability to obtain additional financing ;

•

our expectations and estimates with regard to current accounting practices and the potential impact of new accounting pronouncements and tax legislation;

•

our expectations regarding our financial and operating results for the year ending December 31, 2019; and

•

other statements regarding matters that are not historical facts or statements of current condition.

Forward-looking statements are based on assumptions that we have made in ligh t of our industry experience as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance results. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, and other factors that may cause our or our industry’s actual results, levels of activity, performa nce or achievements to be materially different from the information expressed or implied by these forward-looking statements. While we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on a combination of facts and factors currently known by us and projections of the future about which we cannot be certain. Many factors may affect our ability to achieve our objectives, including:

•

unsuccessful marketing and commercialization efforts by us or our partners;

•

interruptions in supply or an inability to adequately manage third party contract manufacturers to meet customer supply requirements;

•

our inability to obtain or maintain adequate third-party payer coverage of marketed products;

•

the timing and results of our or our partners’ research projects or clinical trials of product candidates in development including projects with Teva and Pfizer;

•

actions by the FDA or other regulatory agencies with respect to our products or product candidates of our partners;

•

our inability to generate continued growth in product, product development, licensing and royalties;

•

the lack of market acceptance of our and our partners’ products and future revenues from these products;

•

a decrease in business from our major customers and partners;

•

our inability to compete successfully against new and existing competitors or to leverage our research and development capabilities or our marketing capabilities;

•

our inability to establish and maintain our sales and marketing capability, our inability to effectively market our services or obtain and maintain arrangements with our customers, payors, partners and manufacturers;

•

changes or delays in the regulatory review and approval process;

•

our inability to effectively protect our intellectual property;

•

costs associated with litigation and the outcome of such litigation;

•

our inability to attract and retain key personnel;

•

our inability to obtain additional financing, reduce expenses or generate funds when necessary; and

•

adverse economic and political conditions.

In addition, you should refer to the “Risk Factors” sections of this report and of our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of other factors that may cause our actual results to differ materially from those described by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements contained in this report will prove to be accurate and, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.

We encourage readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. We do not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.

The following discussion and analysis, the purpose of which is to provide investors and others with information that we believe to be necessary for an understanding of our financial condition, changes in financial condition and results of operations, should be read in conjunction with the financial statements, notes thereto and other information contained in this report.

Company Overview

Antares Pharma, Inc. (“Antares,” “we,” “our,” “us” or the “Company”) is a combination drug device company focused primarily on the development and commercialization of self-administered parenteral pharmaceutical products and technologies. Our strategy is to identify new or existing approved drug formulations and apply our patented drug delivery technology to enhance the drug delivery methods. We develop, manufacture and commercialize, for ourselves or with partners, novel therapeutic products using our advanced drug delivery systems that are designed to provide commercial or functional advantages, such as improved safety and efficacy, reduced side effects, and enhanced patient comfort and adherence. Our intramuscular and subcutaneous injection technology platforms include the VIBEX ^® and VIBEX ^® QuickShot ^® pressure-assisted auto injector systems suitable for branded and generic injectable drugs in unit dose containers as well as disposable multi-dose pen injectors. We have a portfolio of proprietary and partnered commercial products and ongoing product development programs in various stages of development. We have formed significant strategic alliances and partnership arrangements with industry leading pharmaceutical companies including Teva, AMAG and Pfizer.

We developed and commercialized XYOSTED ^® (testosterone enanthate) injection, indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone, which was approved by the FDA on September 28, 2018 and launched for commercial sale in November 2018. XYOSTED ^® is the only FDA approved subcutaneous testosterone enanthate product for once-weekly, at-home self-administration. In connection with the launch of XYOSTED ^® , we hired approximately 50 additional sales representatives and cross-trained the combined sales force to leverage our existing resources and enhance our commercial organization. Our sales representatives started detailing XYOSTED ^® to physicians in the second half of December 2018.

We market and sell our proprietary product OTREXUP ^® (methotrexate) injection, which is a subcutaneous methotrexate injection for once weekly self-administration with an easy-to-use, single dose, disposable auto injector, indicated for adults with severe active rheumatoid arthritis, children with active polyarticular juvenile idiopathic arthritis and adults with severe recalcitrant psoriasis.

Through our commercialization partner Teva, we sell Sumatriptan Injection USP indicated in the U.S. for the acute treatment of migraine and cluster headache in adults. We received FDA approval of our Abbreviated New Drug Application (“ANDA”) for 4 mg/0.5 mL and 6 mg/0.5 mL single-dose prefilled syringe auto-injectors, a generic equivalent to Imitrex ^® STATdose Pen ^® . Sumatriptan Injection USP is the Company’s first ANDA approval of a complex generic and second product approved using the VIBEX ^® auto injector platform.

We developed and supply a variation of our VIBEX ^® QuickShot ^® subcutaneous auto injector for use with AMAG’s progestin hormone drug Makena ^® (hydroxyprogesterone caproate injection) under an exclusive license and development agreement. The Makena ^® subcutaneous auto injector drug-device combination product is a ready-to-administer treatment indicated to help reduce the risk of preterm birth in women pregnant with one baby and who spontaneously delivered one preterm baby in the past, which was approved by the FDA in February 2018. We are the exclusive supplier of the devices and the final assembled and packaged commercial product, which was launched in the U.S. for commercial sale by AMAG in March 2018, and we receive royalties on AMAG’s net sales of the product.

In collaboration with Teva, we developed a version of our VIBEX ^® auto injector for use in a generic epinephrine auto injector product that was approved by the FDA in August 2018 and commercially launched in limited quantities in late fourth quarter of 2018. Teva’s Epinephrine Injection USP is indicated for emergency treatment of severe allergic reactions including those that are life threatening (anaphylaxis) in adults and certain pediatric patients and was approved as a generic drug product with an AB rating, meaning that it is therapeutically equivalent to Mylan, Inc.’s branded products EpiPen ^® and EpiPen Jr ^® and therefore, subject to state law, substitutable at the pharmacy. We are the exclusive supplier of the device and Teva is responsible for commercialization and distribution of the finished product, for which we also receive royalties on Teva’s net sales.

We are also collaborating with Teva on a multi-dose pen for a generic form of BYETTA ^® (exenatide injection) for the treatment of type 2 diabetes, and another multi-dose pen for a generic form of Forteo ^® (teriparatide [rDNA origin] injection) for the treatment of osteoporosis. Teva continues to work through the regulatory process with the FDA for exenatide and teriparatide using the ANDA pathway. Teva and Eli Lilly and Company settled their Paragraph IV patent litigation related to Teva’s ANDA for teriparatide, the terms of which have not been disclosed. Teva also successfully completed a decentralized procedure registration process in 17 countries in Europe for teriparatide, and is awaiting patent clearance in the EU prior to launch.

In August 2018, we entered into a collaboration agreement with Pfizer to develop a combination drug device rescue pen. This rescue pen will utilize the Antares QuickShot ^® auto injector and an undisclosed Pfizer drug. We will develop the product and Pfizer will be responsible for obtaining FDA approval of the combination product. We intend to enter into a separate supply agreement with Pfizer pursuant to which we will provide fully packaged commercial ready finished product to Pfizer and Pfizer will then be responsible for commercializing the product in the U.S. , pending FDA approval, for which the Company will receive royalties on net sales.

We are committed to advancing our internal research and development programs and continue to invest in the development of our proprietary product pipeline. Our research and development efforts are focused primarily on leveraging our existing product and technology platforms by broadening their applications for use in other drug/device combination products, as well as exploring new pharmaceutical products, technologies and drug delivery methods.

We also make reusable, needle-free injection devices, which are currently marketed primarily through Ferring and JCR Pharmaceuticals CO., Ltd. for use with human growth hormone. However, in October 2017, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ferring to sell the worldwide rights, including certain assets related to the needle-free auto injector device product line for $14.5 million (the “Ferring Transaction”). The purchase price was to be paid in four installments consisting of: a $2.0 million upfront payment, which was received upon entry into the Asset Purchase Agreement and the transfer of certain assets; a second installment of $2.75 million received upon delivery of certain documentation and satisfaction of certain conditions primarily related to product manufacturing; a third installment of $4.75 million received upon satisfaction of certain conditions including further document transfer, the successful completion of a regulatory audit by a notified body, and a pilot manufacturing run under Ferring’s supervision; and a final installment of $5.0 million due upon the Completion Date.

The Asset Purchase Agreement was amended in May 2019 in order to extend the term of the agreement, provide for the manufacture and delivery of additional product by Antares to Ferring prior to the Completion Date, and to bifurcate the payment of the final installment of the purchase price such that $2.5 million was paid to the Company upon the effective date of the First Amendment, with the remaining $2.5 million to be paid at the Completion Date. We will continue to manufacture and supply needle-free devices and receive payment for devices and a royalty on net product sales in accordance with the existing license and supply agreements until the Completion Date, which we expect to occur in 2019.

Results of Operations

During the three and six months ended June 30, 2019, we continued to generate significant growth in our product sales and total revenue, and to invest in our commercial infrastructure and research and development activities. We reported net losses of $2.2 million and $4.5 million for the three months ended June 30, 2019 and 2018, respectively, and net losses of $7.8 million and $10.7 million for the six months ended June 30, 2019 and 2018, respectively. Net loss per share was $0.01 and $0.05 for the three and six months ended June 30, 2019 as compared to $0.03 and $0.07 for the three and six months ended June 30, 2018, respectively. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The following is an analysis and discussion of our operations for the three and six months ended June 30, 2019 as compared to the same periods in 2018.

Revenues

We generate revenue from proprietary and partnered product sales, license and development activities and royalty arrangements. Total revenue for the three months ended June 30, 2019 and 2018 was $28.4 million and $14.2 million, respectively, representing an increase in total revenue of 101% on a comparative basis. Total revenue for the six months ended June 30, 2019 and 2018 was $51.7 million and $26.9 million, respectively, representing an increase of 93%. The following table provides details about the components of our revenue (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
Proprietary product sales	$	8,984	$	3,755	$	13,755	$	7,726
Partnered product sales		11,636		7,340		25,165		14,318
Total product revenue		20,620		11,095		38,920		22,044
Licensing and development revenue		2,239		1,785		3,154		3,070
Royalties		5,574		1,282		9,645		1,751
Total revenue	$	28,433	$	14,162	$	51,719	$	26,865

Product Revenue

Revenue from product sales was $20.6 million and $11.1 million for the three months ended June 30, 2019 and 2018, respectively, an increase of 86% on a period over period basis. For the six months ended June 30, 2019 and 2018, we generated revenue from product sales of $38.9 million and $22.0 million, respectively, representing an increase of 77%. The increases in product revenue were driven primarily by sales of recently approved products, both proprietary and partnered, as discussed below.

Sales of our proprietary products OTREXUP ^® and XYOSTED ^® , which are presented net of estimated product returns and sales allowances, generated revenue of $9.0 million and $13.8 million for the three and six months ended June 30, 2019, respectively, as compared to $3.8 million and $7.7 million for the three and six months ended June 30, 2018, respectively. The increase in proprietary product sales for the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018 were principally attributable to sales of XYOSTED ^® , which was launched for commercial sale in late 2018.

We manufacture and sell devices, components and fully assembled and packaged product to our partners Teva, AMAG and Ferring. Partnered product sales were $11.6 million and $7.3 million for the three months ended June 30, 2019 and 2018, respectively, and $25.2 million and $14.3 million for the six months ended June 30, 2019 and 2018, respectively. The increase in sales of partnered products for the three and six months ended June 30, 2019 as compared to the same period in 2018 is primarily attributable to sales of auto injector devices to Teva for use with their Epinephrine Injection USP, an increase in sales of Sumatriptan Injection USP and pen injector devices to Teva, and sales of needle-free devices to Ferring. We will continue to manufacture and supply needle-free devices through the completion of the Ferring Transaction, which is expected to occur in 2019.

Licensing and development revenue

Licensing and development revenue includes license fees received from partners for the right to use our intellectual property and amounts earned in joint development arrangements with partners under which we perform joint development activities or develop new products on their behalf. Licensing and development revenue was $2.2 million and $1.8 million for the three months ended June 30, 2019 and 2018, respectively, and $3.2 million and $3.0 million for the six months ended June 30, 2019 and 2018, respectively. The increases in development revenue recognized for the three and six months ended June 30, 2019 as compared to 2018 was primarily a result of the ongoing development programs with Pfizer and Teva.

Royalties

Royalty revenue was $5.6 million and $1.3 million for the three months ended June 30, 2019 and 2018, respectively, and $9.6 million versus $1.8 million for the six months ended June 30, 2019 and 2018, respectively. The significant increases in royalty revenue were primarily attributable to royalties received from AMAG on their net sales of the Makena ^® subcutaneous auto injector and royalties received from Teva on their net sales of Epinephrine Injection USP, which was launched in late 2018.

Cost of Revenue and Gross Profit

The following table summarizes our total revenue, cost of revenue and gross profit (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Total revenue	$	28,433		$	14,162		$	51,719		$	26,865
Total cost of revenue		12,441			6,960			23,387			14,146
Gross profit	$	15,992		$	7,202		$	28,332		$	12,719
Gross profit percentage		56	%		51	%		55	%		47	%

Fluctuations in our gross profit and gross profit percentage are driven by our overall revenue mix. Our gross profit was $16.0 million and $7.2 million for the three months ended June 30, 2019 and 2018, respectively, and $28.3 million and $12.7 million for the six months ended June 30, 2019 and 2018, respectively. The increase in our gross profit and gross profit percentage was primarily attributable to the significant increases in our royalty revenue, which has no associated incremental cost, and our proprietary product sales. Other variations in cost of revenue and gross profit were attributable to our increase in product revenue, and to our development activities, which fluctuate depending on the mix of development projects in progress and stages of completion in each period.

Research and Development Expenses

Research and development expenses consist of external costs for clinical studies and analysis activities, design work and prototype development, FDA application fees, personnel costs and other general operating expenses associated with our research and development activities. Research and development expenses were $2.5 million and $3.2 million for the three months ended June 30, 2019 and 2018, respectively and $4.9 million and $6.1 million for the six months ended June 30, 2019 and 2018, respectively. The decrease in research and development costs on a comparative basis was primarily due to higher spending associated with XYOSTED ^® prior to its approval in 2018.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $15.1 million and $7.9 million for three months ended June 30, 2019 and 2018, respectively, and $30.0 million and $16.1 million for the six months ended June 30, 2019 and 2018, respectively. The significant increases in selling, general and administrative expenses were principally attributable to incremental sales and marketing costs incurred in connection with the recent launch of XYOSTED ^® , including the increase in compensation and benefits expense associated with approximately 50 additional sales representatives hired in late 2018.

Liquidity and Capital Resources

At June 30, 2019, we had cash and cash equivalents of $40.2 million. Our principal liquidity needs are to fund our product manufacturing, research and development activities and for the payment of other operating expenses. We have not historically generated, and do not currently expect to generate, enough revenue or operating cash flow to support or grow our operations and we continue to operate primarily by raising capital. Our primary sources of liquidity are proceeds from equity offerings and debt issuance. We believe that the combination of our current cash and cash equivalents, projected product sales, development revenue milestones and royalties will provide us with sufficient funds to meet our obligations and support operations through at least the next twelve months from the date of this report.

Long-term Debt Financing

In June 2017, we entered into a loan and security agreement (the “Loan Agreement”) with Hercules Capital, Inc., for a term loan of up to $35.0 million (the “Term Loan”), under which we initially borrowed $25.0 million (“Tranche I”.) The amortizing Term Loan is secured by substantially all of the Company’s assets, excluding intellectual property, accrues interest at a prime-based variable rate with a maximum of 9.5%, provided for payment of interest-only until August 1, 2019 and matures on July 1, 2022.

On June 26, 2019, we entered into a First Amendment (the “Amendment”) to the Loan Agreement, which increased the aggregate principle amount available under the Term Loan from $35.0 million to $50.0 million. Upon signing of the Amendment, an additional $15.0 million (“Tranche II”) was funded to us, resulting in total principle balance outstanding under the loan of $40.0 million. We may, but are not obligated to, request one or more additional advances of at least $5.0 million, not to exceed $10.0 million in the aggregate (“Tranche III”), between January 1, 2020 and September 15, 2020. The Amendment extended the interest-only payment period of the Term Loan to August 1, 2021, which may be further extended to August 1, 2022 if we achieve a certain loan extension milestone. The loan maturity date of the Term Loan remains July 1, 2022, but may be extended to July 1, 2024 contingent upon satisfaction of a certain loan extension milestone.

At the Market Common Stock Offering Program

In August 2017, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) under which we could offer and sell, from time to time and at our sole discretion, shares of our common stock having an aggregate offering price of up to $30.0 million through Cowen as the sales agent and/or as principal. Cowen was permitted to sell the common stock through any method deemed an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “ATM Facility”).

There were no sales of common stock made pursuant to the ATM Facility during the three months ended June 30, 2019. For the six months ended June 30, 2019, we sold 2.3 million shares of common stock under the ATM Facility. The sale of common stock resulted in aggregate gross proceeds of $8.1 million, less sales commission and payment of offering costs, resulting in net offering proceeds to the Company of $7.8 million.

On June 26, 2019, we delivered written notice to Cowen that we were terminating the Sales Agreement effective July 6, 2019. With the provision of such notice, the ATM Facility is no longer available for use. The Company sold a total of 4.4 million shares in connection with the ATM Facility, representing gross proceeds of approximately $15.6 million to the Company.

Net Cash Flows from Operating Activities

Operating cash inflows are generated primarily from product sales, license and development fees and royalties. Operating cash outflows consist principally of expenditures for manufacturing costs, personnel costs, general and administrative expenses, research and development projects, and sales and marketing activities. Fluctuations in cash used in operating activities are primarily a result of the timing of cash receipts and disbursements. Net cash used in operating activities was $11.2 million for the six months ended June 30, 2019 and $10.1 million for the six months ended June 30, 2018. The increase in net cash used in operating activities was primarily driven by inventory build, growth in accounts receivable and other changes in operating assets and liabilities due to timing of cash receipts and cash payments.

Net Cash Flows from Investing Activities

Net cash provided by investing activities was $1.4 million for the six months ended June 30, 2019 as compared to $12.1 million for the six months ended June 30, 2018. The net cash provided by investing activities for the six months ended June 30, 2019 included the receipt of $2.5 million in connection with the Ferring Transaction offset by capital expenditures of $1.1 million. The net cash inflow for the six months ended June 30, 2018 included the receipt of $7.5 million in connection with the Ferring Transaction and $5.0 million in proceeds from investment maturities, offset by payments for capital expenditures and patent acquisition costs.

Net Cash Flows from Financing Activities

The net cash flow provided by financing activities was $22.1 million for the six months ended June 30, 2019, and consisted of $15.0 million in new debt proceeds received in connection with the Amendment of our Term Loan, $7.8 million in net cash proceeds received from sales of our common stock through the ATM Facility, and $0.5 million proceeds from the exercise of stock options offset by $1.1 million paid to taxing authorities in connection with net-share settled stock-based awards for which we withheld shares equivalent to the value of the employees’ tax obligation for the applicable income and other employment taxes. Net cash provided by financing activities for the six months ended June 30, 2018 was $0.2 million, which included proceeds received in connection with the exercise of stock options offset by amounts paid to taxing authorities for net-share settled equity awards.

Contractual Obligations

The following table presents our contractual obligations and the related payments, including interest, due by period as of June 30, 2019 (in thousands):

	Payments Due by Period
			Less than		1 - 3		3 - 5		More than
	Total		1 year		years		years		5 years
Long-Term Debt Obligations	$	51,716	$	3,765	$	42,750	$	5,201	$	—
Operating Lease Obligations		2,859		1,051		1,808		—		—
Total	$	54,575	$	4,816	$	44,558	$	5,201	$	—

Critical Accounting Policies and Use of Estimates

The preceding discussion and analysis of our results of operations and financial condition is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results could differ from our estimates, and significant variances could materially impact our financial condition and results of operations.

The accounting policies we believe to be most critical to understanding our results of operations and financial condition related to revenue recognition and inventory valuation, which are fully described in our Annual Report on Form 10-K for the year ended December 31, 2018.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, including any arrangements with any structured finance, special purpose or variable interest entities.

Item 3.

Q UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposure is foreign exchange rate fluctuations of the Swiss Franc to the U.S. dollar as the financial position and operating results of our subsidiaries in Switzerland are translated into U.S. dollars for consolidation. Our exposure to foreign exchange rate fluctuations also arises from transferring funds to our Swiss subsidiaries in Swiss Francs. In addition, we have exposure to exchange rate fluctuations between the Euro and the U.S. dollar. We do not currently use derivative financial instruments to hedge against exchange rate risk. The effect of foreign exchange rate fluctuations on our financial results for the period ended June 30, 2019 was not material.

We may be exposed to interest rate risk and interest rate fluctuations as a result of our long-term debt financing. Our loan, with a current outstanding principal balance of $40.0 million accrues interest at a calculated prime-based variable rate with a maximum interest rate of 9.50%, which was the rate in effect during the six months ended June 30, 2019. A hypothetical increase or decrease in the interest rate of 1.0% would result in additional or lower incremental annual interest expense of $400,000.

Item 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. The evaluation was performed to determine whether the Company’s disclosure controls and procedures have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and is accumulated and communicated to management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were effective.

Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - O THER INFORMATION

Item 1.

LEGAL PROCEEDINGS

On October 23, 2017, Randy Smith filed a complaint in the District of New Jersey , captioned Randy Smith, Individually and on Behalf of All Others Similarly Situated v. Antares Pharma, Inc., Robert F. Apple and Fred M. Powell (“Smith”) , Case No. 3:17-cv-08945-MAS-DEA, on behalf of a putative class of persons who purchased or otherwise acquired Antares securities between December 21, 2016 and October 12, 2017, inclusive, asserting claims for purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against Antares, Robert F. Apple and Fred M. Powell. The Smith complaint contends that defendants made false and/or misleading statements and/or failed to disclose that: (i) Antares had provided insufficient data to the FDA in connection with the NDA for XYOSTED ^® ; and (ii) accordingly, Antares had overstated the approval prospects for XYOSTED ^® . On July 27, 2018, the court entered an order appointing Serghei Lungu as lead plaintiff, Pomerantz LLP as lead counsel, and Lite DePalma Greenberg, LLC as liaison counsel for plaintiff. On August 3, 2018, the parties submitted a stipulation and proposed order, setting forth an agreed-upon schedule for responding to the complaint, which the court granted. Pursuant to that order, plaintiff filed a Consolidated Amended Class Action Complaint on October 9, 2018. On November 26, 2018, defendants filed a motion to dismiss. Plaintiff filed an opposition to the motion on January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. On July 2, 2019, the court dismissed the complaint in its entirety without prejudice. On July 29, 2019, plaintiff filed a Consolidated Second Amended Class Action Complaint against the same parties alleging substantially similar claims. The Company believes that the claims in the Smith action lack merit and intends to defend them vigorously.

On January 12, 2018, a stockholder of our Company filed a derivative civil action, captioned Chiru Mackert, derivatively on behalf of Antares Pharma, Inc., v. Robert F. Apple, et al. , in the Superior Court of New Jersey Chancery Division, Mercer County (Case No. C-000011-18). On January 17, 2018, another stockholder filed a derivative action in the same court, captioned Vikram Rao, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (Case No. C-000004-18). Both complaints name Robert F. Apple, Fred M. Powell, Thomas J. Garrity, Jacques Gonella, Anton Gueth, Leonard S. Jacob, Marvin Samson and Robert P. Roche, Jr. as defendants, and the Company as nominal defendant, and they assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising from the same facts underlying the Smith securities class action. The plaintiffs seek damages, corporate governance and internal procedure reforms and improvements, restitution, reasonable attorneys’ fees, experts’ fees, costs, and expenses. The parties have filed a stipulation consolidating the two actions and staying the proceedings pending the court’s decision on defendants’ motion to dismiss the Smith action.

On January 17, 2018, a stockholder of our Company filed a derivative civil action, captioned Robert Clark, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“ Clark ”) (Case No. 3:18-cv-00703-MAS-DEA), against Robert F. Apple, Thomas J. Garrity, Jacques Gonella, Leonard S. Jacob, Marvin Samson, Anton G. Gueth and Robert P. Roche, Jr. as defendants, and Company as a nominal defendant. The action was filed in the U.S. District Court for the District of New Jersey and asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and a violation of Section 14(a) of the Securities Exchange Act of 1934. This complaint relates to the same facts underlying the Smith securities class action and the other derivative actions. The plaintiff in Clark seeks damages, corporate governance and internal procedure reforms and improvements, reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The parties have filed a stipulation staying the action pending the court’s decision on defendants’ motion to dismiss the Smith action.

Item 1A.

RISK FACTORS

In addition to the information contained in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3.

DEFAULT UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 5.

OTHER INFORMATION

None.

Item 6.

EXHIBITS

(a)	Exhibit Index

Exhibit No.		Description

4.1+		Antares Pharma, Inc. Equity Compensation Plan, as amended and restated, and approved by stockholders (filed as Exhibit 4.1 to Form S-8 on July 23, 2019 and incorporated herein by reference.)

10.1#		Third Amendment to Lease between Princeton Office Center, LLC and Antares Pharma, Inc., dated May 7, 2019.

10.2		First Amendment to Loan and Security Agreement by and between Antares Pharma, Inc. and Hercules Capital Inc., dated June 26, 2019 (filed as Exhibit 10.1 to Form 8-K on June 27, 2019 and incorporated herein by reference.)

10.3		Lease Agreement, dated July 1, 29019, by and between Whitewater Properties I, LLC and Antares Pharma, Inc. (filed as Exhibit 10.1 on Form 8-K on July 5, 2019 and incorporated herein by reference.)

10.4#+		Form of Non-Qualified Stock Option Grant Agreement.

10.5#+		Form of Restricted Stock Unit Grant Agreement.

10.6#+		Form of Performance Stock Unit Grant Agreement.

10.7#+		Form of Non-Qualified Stock Option Grant Agreement (Non-Employee Directors).

10.8#+		Form of Restricted Stock Unit Grant Agreement (Non-Employee Directors).

31.1#		Certificate of the Chief Executive Officer of Antares Pharma, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#		Certificate of the Chief Financial Officer of Antares Pharma, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1##		Certificate of the Chief Executive Officer of Antares Pharma, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2##		Certificate of the Chief Financial Officer of Antares Pharma, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, 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 Document

+	Indicates management contract or compensatory plan or arrangement.

#	Filed herewith.

##	Furnished herewith.

S IGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ANTARES PHARMA, INC.

August 6, 2019		/s/ Robert F. Apple
		Robert F. Apple
		President and Chief Executive Officer
		(Principal Executive Officer)

August 6, 2019		/s/ Fred M. Powell
		Fred M. Powell
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX 10.1

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE ( “Third Amendment” ) dated May 7, 2019 by and between PRINCETON OFFICE CENTER, LLC , a Delaware limited liability company (successor in interest and title to Princeton South Investors, LLC) with an office at c/o Vision Management, LLC, 200 PrincetonSouth Corporate Center, Suite 130, Ewing, New Jersey 08628 ( “Landlord” ) and ANTARES PHARMA, INC. a Delaware corporation with an office at 100 Princeton South, Suite 300, Ewing, New Jersey 08628 ( “Tenant” ).

R E C I T A L S:

WHEREAS, pursuant to a certain Lease dated February 3, 2012 (the “ Original Lease ”), as amended by a certain First Amendment to Lease dated January 28, 2013 (“ First Amendment ”), and as further amended by that Second Amendment to Lease dated December 4, 2013 (“ Second Amendment ”), (the Original Lease, as amended by First Amendment, and Second Amendment, shall hereinafter be referred to collectively as the “ Lease ”), Tenant leases an agreed-upon 13,330 rentable square feet ( “rsf” ) of space on the third floor, comprised of Suite 300 (which amounts to 8,065 rsf), Suite 300A (which amounts to 2,538 rsf), and Suite 320 (which amounts to 2,727 rsf) (Suite 300, Suite 300A and Suite 320 shall collectively be referred to as the “Premises ”) in the building currently known as PrincetonSouth Corporate Center Condominium- Unit 1, or such other name as Landlord may from time to time designate, located at 100 PrincetonSouth Corporate Center, Ewing New Jersey 08628 (the “Building” ); and

WHEREAS , the Term of the Lease currently expires on October 31, 2019; and

WHEREAS, by this Third Amendment to Lease, Landlord and Tenant wish to extend the term of the Lease and incorporate other terms and conditions, all as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Incorporation of Recitals; Capitalized Terms. The recitals set forth above, the Lease as referred to therein, and the exhibits attached thereto are hereby incorporated by reference into this Third Amendment. Unless otherwise expressly defined in this Third Amendment, capitalized terms shall have the meanings ascribed to them in the Lease.

2. Lease Term. The Term of the Lease is hereby extended for two (2) additional years and such extension shall commence on November 1, 2019 and shall expire on October 31, 2021. As used in the Lease, “Term” shall mean the Term of the Lease, as extended by this Third Amendment.

3. Fixed Basic Rent. From November 1, 2019 through October 31, 2021, the Minimum Rent payable pursuant to the Lease for the Premises as amended by this Third

Amendment, based upon 13,330 rsf, which are separated based on rates per rsf for Suite 300 in one instance, and Suites 300A and 320 as follows:

Suite 300 (based on 8,065 rsf):

Lease Year	Per RSF	Annual Rent	Monthly Rate

1	$30.50	$245,982.50	$20,498.55

2	$30.75	$247,998.75	$20,666.57

Suite 300A (based on 2,538 rsf), and Suite 320 (based on 2,727 rsf) for a total of 5,265 rsf:

Lease Year	Per RSF	Annual Rent	Monthly Rate

1	$31.25	$164,531.25	$13,710.94

2	$31.50	$165,847.50	$13,820.63

4. Operating Expenses, Taxes, Electric Charges, Base Year and Tenant’s Proportionate Share . During the Term of the Lease as extended by this Third Amendment, Tenant shall continue to pay all additional rent including Operating Expenses, Taxes, and Electric Charges in the manner presently paid without change as to the Base Year or Tenant’s Proportionate Share as otherwise set forth in the Lease.

5. Tenant Allowance. As consideration for the extension of the Lease as provided herein, Landlord shall provide Tenant with an allowance of up to $4.00 PSF (for a total amount of $53,320.00) (the “ Allowance ”) for improvements and/or alterations to the Premises. In order to receive all or a portion of the Allowance (as provided herein), Tenant shall provide to Landlord reasonable details of the work contemplated by the Tenant for the Premises (hereinafter the “Tenant Improvement Work”) and shall respond to all reasonable inquiries for information requested by Landlord. Landlord shall have twenty (20) days to review and approve such details for the proposed Tenant Improvement Work in its reasonable discretion, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding any disapproval or condition related to an adverse impact of Tenant’s Improvement Work to the Building structure or the major systems of the Building shall be deemed reasonable. Failure by Landlord to approve or disapprove such proposed Tenant Improvement Work within the time limits prescribed herein shall constitute approval by Landlord. Landlord and Tenant shall work together in good faith to resolve any disputes or differences that arise in the event Landlord notifies Tenant in a timely fashion of its disapproval of any aspect of such proposed Tenant Improvement Work. In no event shall Tenant be responsible for payment to Landlord or Landlord’s architect or other consultants for costs incurred by Landlord in connection with Landlord’s review of Tenant’s proposed Tenant Improvement Work. Tenant shall be solely responsible for all permits and such other approvals required for the Tenant Improvement Work. Tenant shall cause the work to be completed in a good and workmanlike manner, using new materials, in compliance with law. Upon completion

of the Tenant Improvement Work, Tenant shall provide Landlord with detailed as built plans and specifications as well as invoices related to the Tenant Improvement Work (hereinafter the “Tenant Improvement Work Invoices”). Within thirty (30) days of Landlord’s receipt (and reasonable review of the Work) of the Tenant Improvement Work Invoices and the final plans and specifications, Landlord shall pay Tenant the lesser of: (i) the total amount of the Tenant Improvement Work Invoices, or (ii) the Allowance. For the avoidance of doubt, Tenant shall not be provided a rent credit to the extent that the cost of the Tenant Improvement Work is less than the amount of the Allowance. Tenant shall comply with terms of Section 6.7 of the Lease in relation to the Tenant Improvement Work.

6. AS IS Premises . Tenant accepts the Premises as of the date hereof in its “AS IS” “WHERE IS” condition.

7. Broker. Tenant represents and warrants to Landlord that it has not dealt with any broker or real estate agent in the negotiation for or obtaining this Third Amendment, other than Mercer Oak Realty, LLC and Newmark Knight Frank (collectively, the “Brokers”), and agrees to indemnify, defend and hold Landlord harmless from any and all cost or liability for compensation claimed by any such broker or agent, other than the Brokers, employed or engaged by it or claiming to have been employed or engaged by it in connection with this Third Amendment. To the extent each of the Brokers is entitled to a leasing commission in connection with the making or negotiation of this Third Amendment, Landlord shall pay such commission to each of the Brokers pursuant to (and subject to the terms of) a separate agreement between Landlord and each of the respective Brokers. Landlord hereby agrees to indemnify and hold Tenant harmless from and against any and all costs, claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) as a result of Landlord’s failure to pay such commissions to each Broker as set forth above.

8. Notice to Landlord/Rent Payment Address. All payments of Rent and Additional Rent shall be sent to Landlord by ACH procedures or by wire pursuant to instructions provided by the Landlord with reference to the following address (i.e., the address set forth in Section 3.3 of the Lease is hereby deleted in its entirety and replaced as follows):

PRINCETON OFFICE CENTER, LLC

c/o Vision Management, LLC

200 PrincetonSouth Corporate Center, Suite 130

Ewing, New Jersey 08628

Any notice, statement, demand, request or other communication required or permitted to be given pursuant to the Lease, as amended, shall be provided to the Landlord with reference to the following address (i.e., the addresses set forth in Section 14.1 of the Lease are hereby deleted in its entirety and replaced as follows):

Princeton Office Center LLC

c/o Vision

1 Bloomfield Ave

Mountain Lakes, New Jersey 07046

9. Ratification. Tenant confirms and ratifies that, as of the date hereof: (a) Tenant is the tenant under the Lease and has neither assigned the Lease as amended by this Third Amendment nor subleased any portion of the Premises; (b) the Lease as further amended herein, is and remains in good standing and in full force and effect; (c) Landlord is not in default of any of its obligations under the Lease, nor, to Tenant’s knowledge, has any event occurred which, with the giving of notice of the passage of time or both would constitute a default by Landlord under the Lease; and (d) Tenant is not aware of any current claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease. Landlord confirms and ratifies that, as of the date hereof: (i) the Lease as further amended herein, is and remains in good standing and in full force and effect; (ii) Tenant is not in default of any of its obligations under the Lease, nor, to Landlord’s knowledge, has any event occurred which, with the giving of notice of the passage of time or both would constitute a default by Tenant under the Lease; and (iii) Landlord is not aware of any current claims, counterclaims, set-offs or defenses against Tenant arising out of the Lease.

10. Governing Law. This Third Amendment shall be governed by the laws of the State of New Jersey.

11. Effect of Amendment / Conflicts. Except as modified by this Third Amendment, the Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and conditions contained in this Third Amendment shall bind and inure to the benefit of the Parties hereto and their respective successors and, except as otherwise provided in the Lease, their respective assigns. If any inconsistency exists or arises between the terms of this Third Amendment and the terms of the Lease, the terms of this Third Amendment shall prevail.

12. Security Deposit. The parties acknowledge that Landlord is presently holding the sum of $24,236.27 as a Security Deposit. The Security Deposit shall continue to apply to the obligations of Tenant under the Lease as amended by this Third Amendment. The return of the Security Deposit shall be governed by the applicable provisions of the Lease as amended by this Third Amendment.

13. Counterparts. This Third Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. Signatures transmitted via facsimile or e-mail shall have the same binding effect as original signatures. Promptly following any facsimile transmittal or e-mail transmittal of signatures in “PDF” format, the parties shall deliver to each other the original executed document (it being agreed and understood that the delivery of such original shall not be a condition to the binding nature of the facsimile or electronic copy of the document).

14. Continuation of Lease . Except as set forth herein, the Lease as modified by this Third Amendment shall continue in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized representatives as of the date and year first above written.

LANDLORD:
PRINCETON OFFICE CENTER, LLC

By:		/s/ Menashe Frankel

Name:		Menashe Frankel

Title:		Member

TENANT:
ANTARES PHARMA, INC.

By:		/s/ Fred Powell

Name:		Fred Powell

Title:		Executive Vice President, CFO

EX 10.4

ANTARES PHARMA, INC.

EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of _________ __, 20___ (the “Date of Grant”), is delivered by Antares Pharma, Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

A. The Company maintains the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated (the “Plan”), which provides for the grant of options to purchase shares of common stock of the Company in accordance with the terms and conditions of the Plan. The Board of Directors of the Company (the “Board”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

B. The Board is authorized to appoint a committee to administer the Plan and if a committee is appointed, all references in this Agreement to the “Board” shall be deemed to refer to the committee.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below.

2. Exercisability of Option .

(a) Service-Based Vesting . Except as otherwise provided in subparagraph 2(b) below and provided that the Grantee continues to be Employed by, or provide service to, the Employer (as defined in the Plan) from the Date of Grant through the applicable vesting date, the Option with respect to one-third of the Shares will vest and become exercisable on each of the first, second and third anniversaries of the Date of Grant. The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes vested and exercisable shall be rounded down to the nearest whole Share and any fractional Shares will be accumulated and will vest and become exercisable on the third anniversary of the Date of Grant, provided that the Grantee is Employed by, or providing service to, the Employer as of such date.

(b) Change of Control . Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer (as defined in the Plan), in the event of a Change of Control (as defined in the Plan) before the Option is fully exercisable in accordance with the vesting schedule set forth in subparagraph 2(a) above, the Board may take such actions with respect to the exercisability of the Option as it deems appropriate pursuant to

DB1/ 83696093.3

the Plan; provided that if the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of the Change of Control and the Option is assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the Grantee ceases to be Employed by, or provide service to, the Employer on account of a termination by the Employer without Cause (as defined in the Plan) upon or within 12 months following a Change of Control and before the Option is fully exercisable in accordance with the vesting schedule set forth in subparagraph 2(a) above, any unexercisable portion of the Option shall become fully exercisable upon such termination of employment. If the Grantee continues to be Employed by, or provide service to, the Employer through each of the applicable Vesting Dates set forth in subparagraph 2(a) following the Change of Control, the Option will become exercisable pursuant to the vesting schedule set forth in subparagraph 2(a).

3. Term of Option .

(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90‑day period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability (as defined in the Plan), death or Cause (as defined in the Plan).

(ii) The expiration of the one‑year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee’s Disability.

(iii) The expiration of the one‑year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or if the Grantee dies within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above.

(iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in subparagraph 2(b) above, any portion of the Option that is not exercisable in accordance with this Agreement at the time the Grantee ceases to be Employed by, or provide service to, the Employer shall immediately terminate as of the date on which the Grantee ceases to be Employed by, or provide service to, the Employer.

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4. Exercise Procedures .

(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Board from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) unless the Board determines otherwise, by delivering Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of exercise at least equal to the exercise price or by attestation (on a form prescribed by the Board) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) through a net exercise of the Option whereby the Grantee instructs the Employer to withhold that number of Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option being exercised and deliver to the Grantee the remainder of the Shares subject to such exercise, or (v) by such other method as the Board may approve. The Board may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option.

(b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the tax withholding obligation of the Employer with respect to the Option may be satisfied by having Shares withheld in accordance with procedures established by the Board.

5. Change of Control . Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in subparagraph 2(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.

6. Restrictions on Exercise . Except as the Board may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

DB1/ 83696093.3

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7. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. By accepting this Option, the Grantee acknowledges that all the decisions and determinations of the Board shall be final and binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under the Option. The Grantee acknowledges receipt of the Plan and the Plan prospectus, which are available on the Company’s internal X drive (or successor drive); provided that paper copies of the Plan and the Plan prospectus are available upon request by contacting Human Resources (609) 359-3020.

8. No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate the Grantee’s employment or service at any time for any reason is specifically reserved.

9. No Stockholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

10. Assignment and Transfers . Except as the Board may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

11. Complete Agreement . This Agreement will become effective as of the Date of Grant. This Agreement records the final, complete, and exclusive understanding of the parties with respect to the matters addressed herein and, except with respect to any written employment agreement by and between the Grantee and the Employer, supersedes any prior or contemporaneous agreement, representation, or understanding, whether oral or written, by either of them, relating to the matters addressed herein.

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12. Applicable Law . The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

13. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, effective as of the Date of Grant.

	ANTARES PHARMA, INC.

	By:
	Name:	Peter Graham
	Title:	Executive Vice President, General Counsel, Human Resources, Chief Compliance Officer & Secretary

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EX 10.5

ANTARES PHARMA, INC.

EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT AGREEMENT

This RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), dated as of ____________, _____ (the “Date of Grant”), is delivered by Antares Pharma, Inc. (the “Company”), to _______________ (the “Grantee”).

RECITALS

A. The Company maintains the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated (the “Plan”), which provides for the grant of restricted stock units in accordance with the terms and conditions of the Plan. The Board of Directors of the Company (the “Board”) has decided to grant restricted stock units to the Grantee as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Restricted Stock Unit Grant . Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Grantee ______ restricted stock units (“Stock Units”). Each Stock Unit shall represent the right of the Grantee to receive a share of Company common stock (“Company Stock”) on the applicable Redemption Date (as defined below). The Grantee accepts the grant of Stock Units and agrees to be bound by the terms and conditions of this Agreement and the Plan.

2. Restricted Stock Unit Account . Stock Units represent hypothetical shares of Company Stock and not actual shares of stock. The Company shall establish and maintain a Restricted Stock Unit account, as a bookkeeping account on its records, for the Grantee and shall record in such account the number of Stock Units granted to the Grantee. No shares of Company Stock shall be issued to the Grantee at the time the grant is made, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Stock Units recorded in the account. The Grantee shall not have any interest in any fund or specific assets of the Company by reason of this award or the Restricted Stock Unit account established for the Grantee.

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3. Vesting of Stock Units .

(a) Service-Based Vesting . Subject to Paragraphs 3(b) and 3(c) below, the Stock Units will vest pursuant to the vesting schedule set forth in this Paragraph 3(a). The vesting of Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the vesting schedule in this Paragraph 3(a) would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit.

(i) ____% of the Stock Units shall become vested on the first anniversary of the Date of Grant (the “First Service Date”), provided that the Grantee continues to be Employed by, or providing service to, the Employer (as defined in the Plan) from the Date of Grant through the First Service Date;

(ii) ____% of the Stock Units shall become vested on the second anniversary of the Date of Grant (the “Second Service Date”), provided the Grantee continues to be Employed by, or providing service to, the Employer from the Date of Grant through the Second Service Date; and

(iii) ____% of the Stock Units shall become vested on the third anniversary of the Date of Grant (the “Third Service Date”), provided the Grantee continues to be Employed by, or providing service to, the Employer from the Date of Grant through the Third Service Date, so that 100% of the Stock Units are vested on the third anniversary of the Date of Grant.

(b) Change of Control . Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer (as defined in the Plan), in the event of a Change of Control (as defined in the Plan) before the Third Service Date, the Board may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan; provided that if the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of the Change of Control and the Stock Units are assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the Grantee ceases to be Employed by, or provide service to, the Employer on account of a termination by the Employer without Cause (as defined in the Plan) upon or within 12 months following a Change of Control and prior to the Third Service Date (“CIC Termination”), any unvested Stock Units shall become fully vested upon such termination of employment. If the Grantee continues to be Employed by, or provide service to, the Employer through each of the applicable vesting dates set forth in Paragraph 3(a) following the Change of Control, the Stock Units will vest pursuant to the vesting schedule set forth in Paragraph 3(a).

(c) Forfeiture . Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in Paragraph 3(b) above, if the Grantee ceases to be Employed by, or provide service to, the Employer for any reason before the Stock Units are fully vested in accordance with this Agreement, any Stock Units that have not yet vested shall automatically terminate and be forfeited as of the date on which the Grantee ceases to be Employed by, or provide service to, the Employer.

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4. Redemption .

(a) The Stock Units that become vested pursuant to Paragraph 3 above shall be redeemed by the Company on each of the First Service Date, Second Service Date, Third Service Date, or CIC Termination, as applicable, or as soon as administratively practicable thereafter, but not later than 30 days following the First Service Date, Second Service Date, Third Service Date, or CIC Termination, as applicable, if the Grantee continues to be Employed by, or providing service to, the Employer, from the Date of Grant to the First Service Date, Second Service Date, Third Service Date, or CIC Termination, as applicable (each such date, the “Redemption Date”). On the respective Redemption Date, all Stock Units that have become vested pursuant to Paragraph 3 will be redeemed and converted to an equivalent number of shares of Company Stock, and the Grantee shall receive a single sum distribution of such shares of Company Stock, which shall be issued under the Plan.

(b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for taxes on amounts payable in shares of Company Stock, unless the Grantee provides a timely payment to the Employer to cover such taxes, in accordance with procedures established by the Board. The share withholding amount shall be determined in accordance with the procedures approved by the Board. To the extent shares of Company Stock are not withheld in accordance with this Section, or to the extent the number of shares withheld is not sufficient to cover the obligation for withholding taxes, the Grantee shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any taxes required to be withheld with respect to the Stock Units..

(c) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of shares of Company Stock, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to Grantee pursuant to this Agreement is subject to any applicable tax and other laws or regulations of the United States or of any state having jurisdiction thereof.

5. Change of Control . Except as otherwise provided in a written employment agreement entered into by and between the Grantee and the Employer, if any, or as set forth in Paragraph 3(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.

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6. Grant Subject to Plan Provisions . This Agreement is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant of , and issuance of shares of Company Stock with respect to, the Stock Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the grant of Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder and the Grantee’s acceptance of this grant of Stock Units is the Grantee’s agreement to be bound by the interpretations and decisions of the Board with respect to this grant and the Plan.

7. No Employment or Other Rights . This Agreement shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

8. No Stockholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Stock Units, until certificates for shares have been issued upon redemption of the Stock Units.

9. Assignment and Transfers . The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Grantee, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

10. Complete Agreement. This Agreement will become effective as of the Date of Grant. Each executed counterpart of this Agreement will constitute an original document and, all of them, together, will constitute the same agreement. This Agreement records the final, complete, and exclusive understanding of the parties with respect to the matters addressed herein and, except with respect to any written employment agreement by and between the Grantee and the Employer, supersedes any prior or contemporaneous agreement, representation, or understanding, whether oral or written, by either of them, relating to the matters addressed herein.

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11. Applicable Law . The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

12. Section 409A of the Code . This Agreement is not intended to constitute or result in deferred compensation subject to the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). However, to the extent any amount payable under this Agreement is subsequently determined to constitute deferred compensation subject to the requirements of section 409A of the Code, this Agreement shall be administered in accordance with the requirements of section 409A of the Code. In such case, distributions made under this Agreement may only be made in a manner and upon an event permitted by section 409A of the Code, including the requirement that distributions to a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in its discretion in accordance with the requirements of sections 409A and 416 of the Code, payable within six months following such Grantee’s “separation from service” shall be postponed for a period of six months following the Grantee’s “separation from service” with the Company. To the extent that any provision of this Agreement would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of redemption. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Board to be necessary in order to preserve compliance with section 409A of the Code. All distributions pursuant to this Agreement shall be deemed as a separate payment.

13. Notice . Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the General Counsel at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.

ANTARES PHARMA, INC.

By:
Name:
Title:

I hereby accept the grant of Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I acknowledge that I have received the Plan and the Plan prospectus, which are available on the Company’s internal X drive (or successor drive); provided that paper copies of the Plan and the Plan prospectus are available upon request by contacting Human Resources at (609) 359-3020. I hereby further agree that all of the decisions and determinations of the Board shall be final and binding.

Grantee:
Name:
Date:		________________, 20

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EX 10.6

ANTARES PHARMA, INC.

EQUITY COMPENSATION PLAN

PERFORMANCE STOCK UNIT SUMMARY OF GRANT

Antares Pharma, Inc. , a Delaware corporation (the “Company”), pursuant to its Equity Compensation Plan, as amended and restated (the “Plan”), hereby grants to the individual listed below (the “Grantee”), this performance stock unit award representing the target number of performance stock units set forth below (the “Performance Stock Units”) that may become earned and vested by the Grantee based on the level of achievement of the Performance Goals. The actual number of Performance Stock Units earned and vested will be based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A . The Performance Stock Units are subject in all respects to the terms and conditions set forth herein, in the Performance Stock Unit Award Agreement attached hereto as Exhibit A (the “Performance Stock Unit Award Agreement”) and the Plan, each of which is incorporated herein by reference and made part hereof. Unless otherwise defined herein, capitalized terms used in this Performance Stock Unit Summary of Grant (the “Summary of Grant”) and the Performance Stock Unit Award Agreement shall have the meanings set forth in the Plan.

Grantee :	[__________________________]
Date of Grant :	[_____]
Target Award :	[______] Performance Stock Units
Performance Period :	As set forth on Schedule A , the period beginning on [_______] and ending on [_____] (the “Performance Period”).
Performance Goals :	The Performance Goals are based on the [___] performance measures set forth on Schedule A .

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Vesting Schedule :

The Performance Stock Units will become earned and vested based on the performance level achieved with respect to the Performance Goals and the Grantee’s continued employment or service with the Employer through the last day of the Performance Period (each such day, a “Vesting Date”).

The number of Performance Stock Units set forth above is equal to the target number of shares of Company Stock that the Grantee will earn and become vested in for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Company Stock that the Grantee will become earned and vested in with respect to the Performance Stock Units may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the Performance Goals, as set forth on Schedule A . Performance Stock Units can be earned and vested with respect to some or all of the Performance Goals. Performance level is measured based on the threshold, target and maximum performance levels set forth on Schedule A . Each performance level is calculated as a percentage of target level performance. Threshold performance level is 50% of target, target performance level is 100% of target and maximum performance level is 150% of target. If actual performance with

respect to the [_______] Performance Goals is between threshold and maximum performance levels, the number of Performance Stock Units earned and vested with respect to those Performance Goals, if any, will be interpolated on a straight line basis for pro-rata achievement of the Performance Goal. Failure to achieve the threshold performance level with respect to any Performance Goal will result in no Performance Stock Units being earned and vested with respect to that Performance Goal. Any fractional Performance Stock Units resulting from the vesting of the Performance Stock Units in accordance with the terms herein shall be rounded down to the nearest whole number.

In the event a Change of Control occurs while the Grantee is employed by, or providing service to, the Employer, the Performance Stock Units will vest as if target performance had been achieved as to each Performance Goal, such that the Target Award is deemed fully earned and vested as of the date of the Change of Control.

Issuance Schedule :

The Grantee will receive a distribution with respect to the Performance Stock Units earned and vested pursuant to this Performance Stock Unit Award, if any, within 60 days following the applicable Vesting Date (each, a “Payment Date”); provided, however, that such distribution will be made not later than March 15 of the fiscal year following the applicable Vesting Date. Distribution will be made with respect to the Performance Stock Units on the Payment Date in shares of Company Stock, with each Performance Stock Unit earned and vested equivalent to one share of Company Stock. In no event shall any fractional shares be issued. Although performance with respect to some or all of the Performance Goals may be achieved at or above the threshold performance level during the Performance Period, the Grantee must be employed by, or providing service, to the Employer on the applicable Vesting Date in order to earn and vest in the Performance Stock Units, unless the Committee determines otherwise.

Grantee Acceptance :

By signing the acknowledgement below, the Grantee agrees to be bound by the terms and conditions of the Plan, the Performance Stock Unit Award Agreement and this Summary of Grant and accepts the Performance Stock Units following the date of the Company’s notification to the Grantee of the award of the Performance Stock Units (the “Notification Date”). The Grantee will accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Performance Stock Unit Award Agreement.

The Grantee acknowledges delivery of a copy of the Plan and the Plan prospectus, which are available on the Company’s internal X drive (or successor drive), together with this Summary of Grant and the Performance Stock Unit Award Agreement. Additional copies of the Plan and the Plan prospectus are available upon request by contacting Human Resources at (609) 359-3020.

Agreed and accepted:

Grantee
Date:

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SCHEDULE A

PERFORMANCE GOALS

The number of Performance Stock Units that may become earned and vested shall be determined based on the actual performance level achieved with respect to the following performance measures during the Performance Period: [_____________] (collectively referred to as the “Performance Goals,” and each individual measure, a “Performance Goal”). The chart below sets forth the applicable weighting and Performance Goals at each performance level for each performance measure for the Performance Period:

For all Performance Goals, the Performance Period is [______] – [_________]. *

No.	Performance Measure	Weight	Performance Level	Performance Goals	Performance Stock Units Earned and Vested as a Percentage of Target
			Threshold		50%
			Target		100%
			Maximum		150%

			Threshold		50%
			Target		100%
			Maximum		150%

			Threshold		50%
			Target		100%
			Maximum		150%

* The actual number of Performance Stock Units earned and vested will be based on the actual performance level achieved with respect to each Performance Goal. If the actual performance level achieved for any Performance Goal does not meet threshold performance ( i.e. , less than 50%) for the applicable Performance Goal, then no Performance Stock Units will be earned and vested for that Performance Goal pursuant to this Award. Threshold level performance may be achieved for one Performance Goal and not another based on the Company’s actual performance during the applicable Performance Period. The actual number of Performance Stock Units earned and vested will be determined by the Committee based on the actual performance level achieved with respect to each Performance Goal during the Performance Period, factoring in the weighting for each Performance Goal. The maximum number of Performance Stock Units that may become earned and vested pursuant to this Award is capped at 150% of the Target Award. Any fractional Performance Stock Units resulting from the vesting of the Performance Stock Units in accordance with the terms herein shall be rounded down to the nearest whole number.

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ANTARES PHARMA, INC.

PERFORMANCE STOCK UNIT AWARD AGREEMENT

(Pursuant to the Company’s Equity Compensation Plan)

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of the Date of Grant set forth in the Summary of Grant is delivered by Antares Pharma, Inc. (the “Company”) to the individual named in the Summary of Grant (the “Grantee”).

RECITALS

A. The Antares Pharma, Inc. Equity Compensation Plan, as amended and restated (the “Plan”), provides for the grant of restricted stock units that are payable if specified performance goals are met (referred to herein as “Performance Stock Units”), in accordance with the terms and conditions of the Plan.

B. The Compensation Committee of the Board of Directors of the Company (the “Committee”) has decided to make a Performance Stock Unit Award grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

C. The Grantee acknowledges delivery of a copy of the Plan and the Plan prospectus together with this Summary of Grant and the Performance Stock Unit Award Agreement. Additional copies of the Plan and the Plan prospectus are available upon request by contacting Human Resources at (609) 359-3020.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Performance Stock Unit Grant .

(a) Subject to the terms, restrictions and conditions set forth in the Summary of Grant, this Agreement and the Plan, the Company hereby grants to the Grantee the right to receive the shares of Company Stock in the amount and on the terms set forth in the Summary of Grant upon achievement of the Performance Goals as set forth in the Summary of Grant and satisfaction of the requirements of the Vesting Schedule set forth in the Summary of Grant. No shares of Company Stock shall be issued to the Grantee on the Date of Grant.

(b) The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, the Performance Goals have been achieved with respect to the Performance Period and (ii) the number of shares of Company Stock, if any, earned upon attainment of the Performance Goal. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. In the event that the Committee makes a final determination that the Performance Goals have not been achieved , the Grantee shall have no further rights to receive shares of Company Stock hereunder.

(c) The Committee may at any time prior to the final determination of whether the Performance Goals have been attained, change the Performance Goals or change the weighting of the Performance Goals to reflect any change in the Grantee’s responsibility level or position during the course of the period beginning on the Date of Grant and ending on the last day of the Performance Period. In addition, the Committee may, at any time prior to the final determination of whether the Performance Goals have been attained, change the Performance Goals to reflect a change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or a corporate transaction, such as a merger, consolidation, separation, reorganization or partial or complete liquidation, or to equitably reflect the

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occurrence of any extraordinary event, any change in applicable accounting rules or principles, any change in the Company's method of accounting, any change in applicable law, any change due to any merger, consolidation, acquisition, reorganization, stock split, stock dividend, combination of shares or other changes in the Company’s corporate structure or shares, or any other change of a similar nature.

2. Stockholder Rights . Prior to the issuance, if any, of shares of Company Stock pursuant to the terms of the Summary of Grant, this Agreement and the Plan, the Grantee shall not (a) have any of the rights or privileges of, a stockholder of the Company; (b) have the right to receive any dividends or other distributions; and (c) have any interest in any fund or specific assets of the Company by reason of this Agreement.

3. Vesting .

(a) The shares of Company Stock subject to this Agreement will become earned based on the actual level of performance achieved with respect to the Performance Goals for the Performance Period on the terms set forth in the Summary of Grant and as determined by the Committee and provided that the Grantee satisfies the requirements of the Vesting Schedule set forth in the Summary of Grant.

(b) If the Grantee ceases to be employed by, or provide service to, the Employer for any reason prior to the applicable Vesting Date, the Grantee shall forfeit all rights to receive shares of Company Stock hereunder and the Grantee will not have any rights with respect to any portion of the shares of Company Stock that have not yet become vested as of the date the Grantee ceases to be employed by, or provide service to, the Employer, irrespective of the level of achievement of the Performance Goals.

4. Issuance .

(a) Shares of Company Stock equal to the number of shares of Company Stock that the Grantee earns upon achievement of the Performance Goals and becomes vested in the right to receive in accordance with the Vesting Schedule, in each case, as set forth in the Summary of Grant shall be issued to the Grantee as set forth in the Summary of Grant and a certificate representing the Company Stock shall be issued to the Grantee, free of the restrictions under Section 5 of this Agreement.

(b) The obligation of the Company to deliver the Company Stock to the Grantee following the applicable Vesting Date shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.

5. Nonassignability of Company Stock . During the period prior to the certification of the Performance Goals and prior to the Vesting Date, the right to receive shares of Company Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee, except as permitted under the Plan or by the Committee. Any attempt to assign, transfer, pledge or otherwise dispose of the right to receive shares of Company Stock contrary to the provisions the Summary of Grant, this Agreement and the Plan, and the levy of any execution, attachment or similar process upon the right to receive the shares, shall be null, void and without effect.

6. Change of Control . Except as provided in the Summary of Grant, the provisions of the Plan applicable to a Change of Control shall apply to the right to receive the Company Stock issuable upon attainment of the Performance Goals and satisfaction of the Vesting Schedule set forth in the Summary of Grant, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

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8. Withholding . All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Employer will withhold shares of Company Stock payable hereunder to satisfy the withholding obligation for taxes on amounts payable in shares of Company Stock, unless the Grantee provides a timely payment to the Employer to cover such taxes, in accordance with procedures established by the Board. The share withholding amount shall be determined in accordance with the procedures approved by the Board. To the extent shares of Company Stock are not withheld in accordance with this Section, or to the extent the number of shares withheld is not sufficient to cover the obligation for withholding taxes, the Grantee shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any taxes required to be withheld with respect to the Stock Units. The Executive shall bear all expense of, and be solely responsible for, all federal, state and local income and employment taxes due with respect to any distribution or payment received under this Agreement.

9. No Employment or Other Rights . This grant shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

10. Recoupment Policy . The Grantee agrees that the Grantee will be subject to any compensation, clawback and recoupment policies that may be applicable to the Grantee as an employee of the Employer, as in effect from time to time and as approved by the Board of Directors or a duly authorized committee thereof, whether or not approved before or after the Date of Grant.

11. Assignment by Company . The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

12. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws provisions thereof.

13. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Chairman of the Compensation Committee at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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14. Application of Section 409A of the Internal Revenue Code . This Agreement, including the right to receive Company Stock upon achievement of the Performance Goals and satisfaction of the Vesting Schedule, is intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to the short-term deferral exemption thereunder, and this Agreement, including the right to receive Company Stock upon the achievement of the Performance Goals and satisfaction of the Vesting Schedule, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to the contrary, if the Grantee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five days after the end of the six-month period following the Grantee’s “separation from service” (as defined under section 409A of the Code). If the Grantee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee in accordance with the provisions of sections 416(i) and 409A of the Code. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. For purposes of Section 409A of the Code, each payment under this Agreement shall be treated as a separate payment. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with section 409A of the Code or other applicable law.

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EX 10.7

NON-EMPLOYEE DIRECTOR FORM

ANTARES PHARMA, INC.

EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

RECITALS

The Company maintains the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated (the “Plan”), which provides for the grant of options to purchase shares of common stock of the Company in accordance with the terms and conditions of the Plan. The Board of Directors of the Company (the “Board”) has decided to make a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

2. Exercisability of Option .

(a) Service-Based Vesting . Except as otherwise provided in subparagraph 2(b) below and provided that the Grantee continues to be employed by, or provide service to, the Employer (as defined in the Plan) from the Date of Grant through the first anniversary of the Date of Grant, the Option will vest and become exercisable on the first anniversary of the Date of Grant.

(b) Change of Control . In the event of a Change of Control (as defined in the Plan) before the Option is fully exercisable in accordance with the vesting schedule set forth in subparagraph 2(a) above, the Board may take such actions with respect to the exercisability of the Option as it deems appropriate pursuant to the Plan; provided that if the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of the Change of Control and the Option is assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the Grantee ceases to be employed by, or provide service to, the Employer on account of a termination by the Employer (as defined in the Plan) without Cause (as defined in the Plan) upon or within 12 months following a Change of Control and before the Option is fully exercisable in accordance with the vesting schedule set forth in subparagraph 2(a) above, any unexercisable portion of the Option shall become fully exercisable upon such termination of employment or service. If the Grantee continues to be employed by, or provide service to, the Employer through the first anniversary of the Date of Grant following the Change of Control, the Option will become exercisable on the first anniversary of the Date of Grant.

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3. Term of Option .

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(ii) The expiration of the one‑year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee’s Disability.

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Except as otherwise set forth in subparagraph 2(b) above, any portion of the Option that is not exercisable in accordance with this Agreement at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate as of the date on which the Grantee ceases to be employed by, or provide service to, the Employer.

4. Exercise Procedures .

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-2-

Grantee instructs the Employer to withhold that number of Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option being exercised and deliver to the Grantee the remainder of the Shares subject to such exercise, or (v) by such other method as the Board may approve. The Board may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option.

5. Change of Control . Except as otherwise set forth in subparagraph 2(b) above, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.

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-3 -

11. Complete Agreement . This Agreement will become effective as of the Date of Grant. This Agreement records the final, complete, and exclusive understanding of the parties with respect to the matters addressed herein and supersedes any prior or contemporaneous agreement, representation, or understanding, whether oral or written, by either of them, relating to the matters addressed herein.

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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, effective as of the Date of Grant.

	ANTARES PHARMA, INC.

	By:
	Name:	Peter Graham
	Title:	Executive Vice President, General Counsel, Human Resources, Chief Compliance Officer & Secretary

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EX 10.8

NON-EMPLOYEE DIRECTOR FORM

ANTARES PHARMA, INC.

EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT AGREEMENT

RECITALS

The Company maintains the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated (the “Plan”), which provides for the grant of restricted stock units in accordance with the terms and conditions of the Plan. The Board of Directors of the Company (the “Board”) has decided to grant restricted stock units to the Grantee as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

3. Vesting of Stock Units .

(a) Service-Based Vesting . Subject to Paragraphs 3(b) and 3(c) below, the Stock Units will vest in full on the first anniversary of the Date of Grant, provided that the Grantee continues to be employed by, or providing service to, the Employer (as defined in the Plan) from the Date of Grant through such first anniversary.

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(b) Death or Disability . If the Grantee incurs a Disability or dies before the Stock Units are vested in accordance with Paragraph 3(a), the Stock Units will vest in full on the date of the Grantee’s Disability or death, as applicable. For purposes of this Agreement, “Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that is expected to result in death or to last for continuous period of at least 12 months, or the Grantee being determined by the Social Security Administration to be totally disabled, in each case in accordance with the requirements of Section 409A of the Code.

(c) Forfeiture . Except as otherwise set forth in Paragraph 3(b) above, if the Grantee ceases to be employed by, or provide service to, the Employer for any reason before the Stock Units are fully vested in accordance with this Agreement, any Stock Units that have not yet vested shall automatically terminate and be forfeited as of the date on which the Grantee ceases to be employed by, or provide service to, the Employer.

4. Redemption .

(a) The Stock Units that become vested pursuant to Paragraph 3 above shall be redeemed by the Company on the earliest to occur of the first anniversary of the Date of Grant, the Grantee’s Disability or the Grantee’s death, as applicable (such date, the “Redemption Date”), or as soon as administratively practicable thereafter, but not later than 30 days following the Redemption Date, if the Grantee continues to be employed by, or providing service to, the Employer, from the Date of Grant to Redemption Date. On the Redemption Date, all Stock Units that have become vested pursuant to Paragraph 3 will be redeemed and converted to an equivalent number of shares of Company Stock, and the Grantee shall receive a single sum distribution of such shares of Company Stock, which shall be issued under the Plan, subject to any deferral election made by the Grantee and permitted by the Board pursuant to Section 12 of the Plan (any such election, a “Permitted Deferral Election”). To the extent the Grantee has made a Permitted Deferral Election, the payment terms of such Permitted Deferral Election are hereby incorporated by reference and made part hereof, and will govern the redemption of the Stock Units.

(b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer (as defined in the Plan) as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Grantee shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units.

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5. Change of Control . The provisions of the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Stock Units, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate pursuant to the Plan.

10. Complete Agreement. This Agreement will become effective as of the Date of Grant. Each executed counterpart of this Agreement will constitute an original document and, all of them, together, will constitute the same agreement. This Agreement records the final, complete, and exclusive understanding of the parties with respect to the matters addressed herein (except for a Permitted Deferral Election), and supersedes any prior or contemporaneous agreement, representation, or understanding, whether oral or written, by either of them, relating to the matters addressed herein (other than a Permitted Deferral Election).

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12. Section 409A of the Code . Absent a Permitted Deferral Election, this Agreement is not intended to constitute or result in deferred compensation subject to the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). However, to the extent any amount payable under this Agreement is determined to constitute deferred compensation subject to the requirements of section 409A of the Code, this Agreement shall be administered in accordance with the requirements of section 409A of the Code. In such case, distributions made under this Agreement may only be made in a manner and upon an event permitted by section 409A of the Code To the extent that any provision of this Agreement would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. E xcept for any Permitted Deferral Election, the Grantee shall not, directly or indirectly, designate the calendar year of redemption. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Board to be necessary in order to preserve compliance with section 409A of the Code. All distributions pursuant to this Agreement shall be deemed as a separate payment.

[Signature Page Follows]

DB1/ 104838562.1

ANTARES PHARMA, INC.

By:
Name:
Title:

Grantee:
Name:
Date:		________________, 20

DB1/ 104838562.1

Exhibit 31.1

CERTIFICATIONS

I, Robert F. Apple, certify that:

1.	I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2019 of Antares Pharma, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2019

/s/ Robert F. Apple

Robert F. Apple

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Fred M. Powell, certify that:

1.	I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2019 of Antares Pharma, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2019

/s/ Fred M. Powell

Fred M. Powell

Executive Vice President and Chief Financial Officer

Exhibit 32.1

ANTARES PHARMA, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

The undersigned, Robert F. Apple, the Chief Executive Officer of Antares Pharma, Inc. (the “Company”), has executed this Certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (the “Report”).

The undersigned hereby certifies that:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 6 ^th day of August, 2019.

/s/ Robert F. Apple

Robert F. Apple

President and Chief Executive Officer

Exhibit 32.2

ANTARES PHARMA, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

The undersigned, Fred M. Powell, the Chief Financial Officer of Antares Pharma, Inc. (the “Company”), has executed this Certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (the “Report”).

The undersigned hereby certifies that:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 6 ^th day of August, 2019.

/s/ Fred M. Powell

Fred M. Powell

Executive Vice President and Chief Financial Officer