x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8969493
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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201 Elliott Avenue West, Suite 230
Seattle, WA 98119
(206) 788-4545
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
|
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x
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March 31, 2019
|
|
December 31, 2018
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||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
41,437
|
|
|
$
|
10,711
|
|
Short-term investments
|
|
22,519
|
|
|
41,592
|
|
||
Prepaid expenses and other current assets
|
|
939
|
|
|
1,242
|
|
||
Total current assets
|
|
64,895
|
|
|
53,545
|
|
||
Restricted cash
|
|
386
|
|
|
132
|
|
||
Property and equipment, net
|
|
1,221
|
|
|
1,196
|
|
||
Operating lease, right-of-use asset
|
|
603
|
|
|
—
|
|
||
Total assets
|
|
$
|
67,105
|
|
|
$
|
54,873
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
743
|
|
|
$
|
1,716
|
|
Accrued liabilities
|
|
5,371
|
|
|
4,277
|
|
||
Deferred rent, current portion
|
|
—
|
|
|
86
|
|
||
Operating lease liability
|
|
670
|
|
|
—
|
|
||
Current portion of long-term debt
|
|
2,064
|
|
|
2,048
|
|
||
Total current liabilities
|
|
8,848
|
|
|
8,127
|
|
||
Long-term debt
|
|
1,674
|
|
|
2,155
|
|
||
Total liabilities
|
|
10,522
|
|
|
10,282
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 200,000,000 shares authorized at March 31, 2019 and December 31, 2018; 18,611,496 shares issued and 18,561,029 shares outstanding at March 31, 2019; 13,904,672 shares issued and 13,854,205 shares outstanding at December 31, 2018
|
|
19
|
|
|
14
|
|
||
Treasury stock, at cost; 50,467 shares at March 31, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
115,031
|
|
|
90,664
|
|
||
Accumulated other comprehensive loss
|
|
(12
|
)
|
|
(13
|
)
|
||
Accumulated deficit
|
|
(58,455
|
)
|
|
(46,074
|
)
|
||
Total stockholders’ equity
|
|
56,583
|
|
|
44,591
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
67,105
|
|
|
$
|
54,873
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
Collaboration revenue
|
$
|
—
|
|
|
$
|
315
|
|
Operating expenses:
|
|
|
|
||||
Research and development
|
10,350
|
|
|
3,792
|
|
||
General and administrative
|
2,345
|
|
|
2,108
|
|
||
Total operating expenses
|
12,695
|
|
|
5,900
|
|
||
Loss from operations
|
(12,695
|
)
|
|
(5,585
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(70
|
)
|
|
(78
|
)
|
||
Interest and other income
|
384
|
|
|
305
|
|
||
Loss before taxes
|
(12,381
|
)
|
|
(5,358
|
)
|
||
Income tax benefit (expense)
|
—
|
|
|
52
|
|
||
Net loss
|
$
|
(12,381
|
)
|
|
$
|
(5,306
|
)
|
Comprehensive income (loss):
|
|
|
|
||||
Unrealized gain (loss) on investments
|
15
|
|
|
(46
|
)
|
||
Unrealized loss on foreign currency translation
|
(14
|
)
|
|
—
|
|
||
Comprehensive loss
|
$
|
(12,380
|
)
|
|
$
|
(5,352
|
)
|
Weighted-average shares used to compute basic and diluted net loss per share
|
17,671,918
|
|
|
13,844,731
|
|
||
Basic and diluted net loss per share
|
$
|
(0.70
|
)
|
|
$
|
(0.38
|
)
|
|
Common Stock
|
|
Treasury
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total
Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2017
|
13,831,178
|
|
|
$
|
14
|
|
|
50,467
|
|
|
$
|
—
|
|
|
$
|
88,346
|
|
|
$
|
(59
|
)
|
|
$
|
(9,384
|
)
|
|
$
|
78,917
|
|
Cumulative effect of changes related to adoption of new revenue standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
(202
|
)
|
||||||
Exercise of stock options
|
14,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
511
|
|
||||||
Unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,306
|
)
|
|
(5,306
|
)
|
||||||
Balance, March 31, 2018
|
13,846,084
|
|
|
$
|
14
|
|
|
50,467
|
|
|
$
|
—
|
|
|
$
|
88,864
|
|
|
$
|
(105
|
)
|
|
$
|
(14,892
|
)
|
|
$
|
73,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2018
|
13,854,205
|
|
|
$
|
14
|
|
|
50,467
|
|
|
$
|
—
|
|
|
$
|
90,664
|
|
|
$
|
(13
|
)
|
|
$
|
(46,074
|
)
|
|
$
|
44,591
|
|
Issuance of Units in Private Placement, net of offering costs
|
4,706,700
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
23,613
|
|
|
—
|
|
|
—
|
|
|
23,618
|
|
||||||
Exercise of stock options
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
||||||
Unrealized gain on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||
Unrealized gain (loss) on foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
(14
|
)
|
||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,381
|
)
|
|
(12,381
|
)
|
||||||
Balance, March 31, 2019
|
18,561,029
|
|
|
$
|
19
|
|
|
50,467
|
|
|
$
|
—
|
|
|
$
|
115,031
|
|
|
$
|
(12
|
)
|
|
$
|
(58,455
|
)
|
|
$
|
56,583
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
Operating activities
|
|
|
|
|
|
||
Net loss
|
$
|
(12,381
|
)
|
|
$
|
(5,306
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation expense
|
305
|
|
|
80
|
|
||
Amortization of premium/discount on investments
|
(132
|
)
|
|
—
|
|
||
Non-cash interest expense
|
35
|
|
|
44
|
|
||
Deferred income tax
|
—
|
|
|
(52
|
)
|
||
Stock-based compensation and warrant expense
|
754
|
|
|
511
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Prepaid expenses and other current assets
|
303
|
|
|
(27
|
)
|
||
Accounts payable
|
(973
|
)
|
|
335
|
|
||
Deferred revenue
|
—
|
|
|
(239
|
)
|
||
Accrued liabilities
|
1,079
|
|
|
204
|
|
||
Deferred rent and other
|
(213
|
)
|
|
19
|
|
||
Net cash used in operating activities
|
(11,223
|
)
|
|
(4,431
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(121
|
)
|
|
(118
|
)
|
||
Purchase of short-term investments
|
(13,296
|
)
|
|
(37,037
|
)
|
||
Maturities of short-term investments
|
31,125
|
|
|
—
|
|
||
Proceeds from the sale of short-term investments
|
1,391
|
|
|
41,025
|
|
||
Net cash provided by investing activities
|
19,099
|
|
|
3,870
|
|
||
Financing activities
|
|
|
|
||||
Proceeds from sale of common stock, net of offering costs
|
23,618
|
|
|
—
|
|
||
Repayment of debt
|
(500
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
7
|
|
||
Net cash provided by financing activities
|
23,118
|
|
|
7
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(14
|
)
|
|
—
|
|
||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
30,980
|
|
|
(554
|
)
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
10,843
|
|
|
8,132
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
41,823
|
|
|
$
|
7,578
|
|
Supplemental Information
|
|
|
|
||||
Recognition of right-of-use asset
|
$
|
883
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
35
|
|
|
$
|
34
|
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(unaudited)
|
||||
Warrants to purchase common stock
|
1,859,733
|
|
|
24,123
|
|
Options to purchase common stock
|
3,406,315
|
|
|
1,942,712
|
|
Total
|
5,266,048
|
|
|
1,966,835
|
|
|
March 31, 2019
|
||||||||||||||
Assets:
|
(unaudited)
|
||||||||||||||
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair market value
|
||||||||
Money market funds
|
$
|
38,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,145
|
|
U.S. treasury bills
|
5,945
|
|
|
2
|
|
|
—
|
|
|
5,947
|
|
||||
Corporate debt securities and commercial paper
|
17,970
|
|
|
—
|
|
|
(1
|
)
|
|
17,969
|
|
||||
Total
|
$
|
62,060
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
62,061
|
|
|
December 31, 2018
|
||||||||||||||
Assets:
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair market value
|
||||||||
Money market funds
|
$
|
6,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,405
|
|
U.S. treasury bills
|
13,966
|
|
|
—
|
|
|
(2
|
)
|
|
13,964
|
|
||||
Corporate debt securities and commercial paper
|
31,331
|
|
|
—
|
|
|
(11
|
)
|
|
31,320
|
|
||||
Total
|
$
|
51,702
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
51,689
|
|
|
March 31, 2019
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
Assets:
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
38,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,145
|
|
U.S. treasury bills
|
5,947
|
|
|
—
|
|
|
—
|
|
|
5,947
|
|
||||
Corporate debt securities and commercial paper
|
—
|
|
|
17,969
|
|
|
—
|
|
|
17,969
|
|
||||
Total
|
$
|
44,092
|
|
|
$
|
17,969
|
|
|
$
|
—
|
|
|
$
|
62,061
|
|
|
December 31, 2018
|
||||||||||||||
Assets:
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
6,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,405
|
|
U.S. treasury bills
|
13,964
|
|
|
—
|
|
|
—
|
|
|
13,964
|
|
||||
Corporate debt securities and commercial paper
|
—
|
|
|
31,320
|
|
|
—
|
|
|
31,320
|
|
||||
Total
|
$
|
20,369
|
|
|
$
|
31,320
|
|
|
$
|
—
|
|
|
$
|
51,689
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
Research and development services
|
$
|
4,608
|
|
|
$
|
2,457
|
|
Employee compensation
|
38
|
|
|
1,009
|
|
||
Legal and professional fees
|
462
|
|
|
646
|
|
||
Accrued other
|
263
|
|
|
165
|
|
||
Total
|
$
|
5,371
|
|
|
$
|
4,277
|
|
|
Three Months Ended March 31, 2019
|
||
|
(unaudited)
|
||
Lease cost:
|
|
||
Operating lease cost
|
$
|
207
|
|
Variable lease cost
|
91
|
|
|
Total lease cost
|
$
|
298
|
|
Other information:
|
|
||
Operating cash flows from operating leases
|
$
|
226
|
|
Right-of-use assets exchanged for new operating lease liabilities
|
$
|
797
|
|
Weighted-average remaining lease term (in years), operating leases
|
0.75
|
|
|
Weighted-average discount rate - operating leases
|
6.0
|
%
|
2019 (remaining nine months)
|
$
|
687
|
|
Thereafter
|
—
|
|
|
Total
|
687
|
|
|
Less: imputed interest
|
(17
|
)
|
|
Operating lease liabilities included in the Consolidated Balance Sheet at March 31, 2019
|
$
|
670
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
Employee:
|
|
|
|
||||
Research and development
|
$
|
340
|
|
|
$
|
197
|
|
General and administrative
|
383
|
|
|
308
|
|
||
Non-Employee:
|
|
|
|
||||
Research and development
|
29
|
|
|
1
|
|
||
General and administrative
|
2
|
|
|
5
|
|
||
Total stock-based compensation expense
|
$
|
754
|
|
|
$
|
511
|
|
•
|
our ability to identify, develop and commercialize additional products or product candidates;
|
•
|
our estimates regarding our expenses, revenues, anticipated capital requirements and our needs for additional financing;
|
•
|
our ability to obtain funding for our operations;
|
•
|
the implementation of our business model and strategic plans for our business and technology;
|
•
|
the timing of the commencement, progress and receipt of data from any of our preclinical and clinical trials;
|
•
|
the expected results of any preclinical or clinical trial and the impact on the likelihood or timing of any regulatory approval;
|
•
|
the scope of protection we are able to establish and maintain for intellectual property rights covering our technology and product candidates;
|
•
|
the timing or likelihood of regulatory filings and approvals;
|
•
|
the therapeutic benefits, effectiveness and safety of our product candidates;
|
•
|
the rate and degree of market acceptance and clinical utility of any future products;
|
•
|
our ability to maintain and establish collaborations;
|
•
|
our expectations regarding market risk, including interest rate changes;
|
•
|
developments relating to our competitors and our industry; and
|
•
|
our expectations regarding licensing, acquisitions and strategic operations.
|
•
|
move our lead inflammation/autoimmune therapeutic ALPN-101 through clinical development for the treatment of inflammatory diseases;
|
•
|
move our lead oncology program, ALPN-202, to clinical trials; and
|
•
|
maximize the value of our pipeline and platform via partnering activities.
|
•
|
initiate and complete clinical trials for product candidates, including ALPN-101, a dual ICOS/CD28 antagonist program targeting autoimmune/inflammatory disorders and ALPN-202, a CD80 vIgD-Fc, or multi PD-1 inhibitor and CD28 costimulatory vIgD targeting cancer;
|
•
|
contract to manufacture and perform additional process development for our product candidates;
|
•
|
continue research and development efforts to build our pipeline beyond the current product candidates;
|
•
|
maintain, expand, and protect our intellectual property portfolio;
|
•
|
hire additional clinical, quality control, scientific, and management personnel; and
|
•
|
add operational and financial personnel to support our product development efforts and operational capabilities applicable to operating as a public company.
|
•
|
employee-related expenses, including salaries, benefits, taxes, travel, and stock-based compensation expense for personnel in research and development functions;
|
•
|
expenses related to process development and production of product candidates paid to contract manufacturing organizations;
|
•
|
costs associated with preclinical activities and regulatory operations, including the cost of acquiring, developing, and manufacturing research material;
|
•
|
clinical trials and activities related to regulatory filings for our product candidates; and
|
•
|
allocation of facilities, depreciation, and amortization of laboratory equipment and other expenses.
|
•
|
the scope, rate of progress, expense, and results of clinical trials;
|
•
|
the scope, rate of progress, and expense of process development and manufacturing;
|
•
|
preclinical and other research activities; and
|
•
|
the timing of regulatory approvals.
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
||||||||
|
2019
|
|
2018
|
|
|||||||
|
(unaudited)
|
|
|
||||||||
Collaboration revenue
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
(315
|
)
|
Operating expenses:
|
|
|
|
|
|
|
|||||
Research and development
|
10,350
|
|
|
3,792
|
|
|
6,558
|
|
|||
General and administrative
|
2,345
|
|
|
2,108
|
|
|
237
|
|
|||
Total operating expenses
|
12,695
|
|
|
5,900
|
|
|
6,795
|
|
|||
Loss from operations
|
(12,695
|
)
|
|
(5,585
|
)
|
|
(7,110
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(70
|
)
|
|
(78
|
)
|
|
8
|
|
|||
Interest and other income
|
384
|
|
|
305
|
|
|
79
|
|
|||
Loss before taxes
|
(12,381
|
)
|
|
(5,358
|
)
|
|
(7,023
|
)
|
|||
Income tax benefit (expense)
|
—
|
|
|
52
|
|
|
(52
|
)
|
|||
Net loss
|
$
|
(12,381
|
)
|
|
$
|
(5,306
|
)
|
|
$
|
(7,075
|
)
|
•
|
the number and characteristics of the future product candidates we pursue either from our internal research efforts or through acquiring or in-licensing other product candidates or technologies;
|
•
|
the scope, progress, results and costs of independently researching and developing any of our future product candidates, including conducting preclinical research and clinical trials;
|
•
|
whether our existing collaboration generates substantial milestone payments and, ultimately, royalties on future approved products for us;
|
•
|
the timing of, and the costs involved in, obtaining regulatory approvals for any future product candidates we develop independently;
|
•
|
the cost of future commercialization activities, if any;
|
•
|
the cost of manufacturing our future product candidates and products, if any;
|
•
|
our ability to maintain our existing collaboration and to establish new collaborations, licensing or other arrangements and the financial terms of such arrangements;
|
•
|
the costs of preparing, filing, prosecuting, maintaining, defending and enforcing patents, including litigation costs and the outcome of such litigation; and
|
•
|
the timing, receipt and amount of sales of, or royalties on, our current or future collaborators’ product candidates, and our future products, if any.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
Net cash used in operating activities
|
$
|
(11,223
|
)
|
|
$
|
(4,431
|
)
|
Net cash provided by investing activities
|
19,099
|
|
|
3,870
|
|
||
Net cash provided by financing activities
|
23,118
|
|
|
7
|
|
•
|
to obtain
the
human
and financial
resources
necessary
to develop,
test,
obtain
regulatory
approval
for, manufacture,
and market
our
therapeutic
candidates;
|
•
|
to build
and maintain
a strong
intellectual
property
portfolio
and avoid
infringing
intellectual
property of third
parties;
|
•
|
to establish
and maintain
successful
licenses,
collaborations,
and alliances;
|
•
|
to satisfy
the
requirements
of clinical
trial
protocols,
including
patient
enrollment;
|
•
|
to establish
and demonstrate
the
clinical
efficacy
and safety
of our
therapeutic
candidates;
|
•
|
to obtain
regulatory
approvals;
|
•
|
to manage
our
spending
as costs
and expenses
increase
due to preclinical
studies,
clinical
trials, regulatory
approvals,
manufacturing
scale-up,
and commercialization;
|
•
|
to obtain
additional
capital
to support
and expand our
operations;
and
|
•
|
to market
our
products
to achieve
acceptance
and use by the
medical
community
in general.
|
•
|
the
timing
of our
receipt
of any marketing
and commercialization
approvals;
|
•
|
the
terms
of any approvals
and the
countries
in which approvals
are
obtained;
|
•
|
the
safety
and efficacy
of our
therapeutic
products;
|
•
|
the
prevalence
and severity
of any adverse
side
effects
associated
with our therapeutic
products;
|
•
|
the
prevalence
and severity
of any adverse
side
effects
associated
with therapeutics
of the
same
type
or class
as our therapeutic
products;
|
•
|
limitations
or warnings
contained
in any labeling
approved
by the
FDA
or other
regulatory
authority;
|
•
|
relative
convenience
and ease
of administration
of our therapeutic
products;
|
•
|
the
willingness
of patients
to accept
any new methods
of administration;
|
•
|
the
success
of our physician
education
programs;
|
•
|
the
availability
of adequate
government
and third-party
payor
coverage
and reimbursement;
|
•
|
the
pricing
of our products,
particularly
as compared
to alternative
treatments;
|
•
|
our
ability
to compliantly
market
and sell
our products;
and
|
•
|
availability
of alternative
effective
treatments
for
the
disease
indications
our therapeutic
products are
intended
to treat
and the
relative
risks,
benefits,
and costs
of those
treatments.
|
•
|
negative or inconclusive results from our clinical trials, or the clinical trials of others for therapeutic candidates similar to ours, leading to a decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program;
|
•
|
serious
and unexpected
drug-related
side
effects
experienced
by participants
in our clinical
trials or by individuals
using
therapeutics
similar
to our therapeutic
candidates;
|
•
|
serious
drug-related
side
effects
experienced
in the
past
by individuals
using
therapeutics
similar
to our therapeutic
candidates;
|
•
|
delays
in submitting
Investigational
New
Drug, or IND, applications
or clinical
trial
applications, or comparable
foreign
applications,
or delays
or failure
in obtaining
the
necessary
approvals from
regulators
or IRBs to commence
a clinical
trial,
or a suspension
or termination
of a clinical
trial once commenced;
|
•
|
conditions
imposed
by the
FDA
or comparable
foreign
authorities,
such as the
European
Medicines Agency, or EMA, regarding
the
scope
or design
of our clinical
trials;
|
•
|
delays
in enrolling
research
subjects
in clinical
trials;
|
•
|
high drop-out
rates
of research
subjects;
|
•
|
inadequate
supply
or quality
of therapeutic
candidate
or therapeutic
candidate
components,
or materials or other
supplies
necessary
for
the
conduct
of our clinical
trials,
including
those
owned, manufactured,
or provided
by companies
other
than
ours;
|
•
|
greater
than
anticipated
clinical
trial
costs,
including
the
cost
of any approved
drugs
used in combination
with our therapeutic
candidates;
|
•
|
poor effectiveness
of our therapeutic
candidates
during
clinical
trials;
|
•
|
unfavorable
FDA
or other
regulatory
agency
inspection
and review
of a clinical
trial
site;
|
•
|
failure
of our third-party
contractors
or investigators
to comply
with regulatory
requirements
or otherwise
meet
their
contractual
obligations
in a timely
manner,
or at
all;
|
•
|
delays
and changes
in regulatory
requirements,
policies,
and guidelines,
including
the
imposition
of additional
regulatory
oversight
around
clinical
testing
generally
or with respect
to our
technology in particular;
or
|
•
|
varying
interpretations
of data
by the
FDA
and similar
foreign
regulatory
agencies.
|
•
|
an inability to initiate or continue preclinical studies or clinical trials of therapeutic candidates under development;
|
•
|
delay
in submitting
regulatory
applications,
or receiving
regulatory
approvals,
for
therapeutic candidates;
|
•
|
the
loss
of the
cooperation
of a collaborator;
|
•
|
subjecting
manufacturing
facilities
of our therapeutic
candidates
to additional
inspections
by regulatory
authorities;
|
•
|
requirements
to cease
distribution
or to recall
batches
of our therapeutic
candidates;
and
|
•
|
in the
event
of approval
to market
and commercialize
a therapeutic
candidate,
an inability
to meet commercial
demands
for
our products.
|
•
|
exposure
to unknown liabilities;
|
•
|
disruption
of our business
and diversion
of our
management’s
time
and attention
in order
to manage
a collaboration
or develop
acquired
therapeutic
candidates,
or technologies;
|
•
|
incurrence
of substantial
debt
or dilutive
issuances
of equity
securities
to pay transaction
consideration or costs;
|
•
|
higher
than
expected
collaboration,
acquisition,
or integration
costs;
|
•
|
write-downs
of assets
or goodwill,
or incurring
impairment
charges
or increased
amortization
expenses; and
|
•
|
difficulty
and cost
in facilitating
the
collaboration
or combining
the
operations
and personnel
of any acquired
business
or impairment
of relationships
with key suppliers,
manufacturers,
or customers
of any acquired
business
due to changes
in management
and ownership
and the
inability
to retain
key employees
of any acquired
business.
|
•
|
an anti-BAFF, anti-ICOSL bispecific antibody being developed by Amgen, Inc. (AMG570/MEDI0700);
|
•
|
an anti-CD28 monoclonal antibody fragment being developed by OSE ImmunoTherapeutics SA (FR104); and
|
•
|
an anti-CD28 peptide being developed by AtoxBio, Inc.
|
•
|
an IL-10 - anti-CD86 cytokine-scFv fusion protein being developed by Aptevo, Inc. (APVO210)
|
•
|
wild-type CD80-Fc being developed by Five Prime Therapeutics, Inc. (FPT155);
|
•
|
bifunctional fusion protein composed of monoclonal antibody against programmed death ligand 1 (“PD-L1”) fused to the extracellular domain of human transforming growth factor–β (“TGF-β”) receptor II being developed by EMD Serono, Inc and GSK plc (bintrafusp alfa, or M7824);
|
•
|
bifunctional fusion protein composed of PD-1 and OX40L developed by Shattuck Labs, Inc. (SL-279252);
|
•
|
bispecific fusion protein targeting 4-1BB and PD-L1 being developed by Pieris Pharmaceuticals, Inc. (PRS-344);
|
•
|
bispecific monoclonal antibodies being developed by Xencor, Inc. including XmAb20717 targeting CTLA-4 and PD-1, XmAb22841 targeting CTLA-4 and LAG-3, and XmAb23104 targeting PD-1 and ICOS;
|
•
|
bispecific constructs called “DARTs” being developed by Macrogenics, Inc., including MGD013 targeting PD-1 and LAG-3 and MGD019 targeting PD-1 and CTLA-4;
|
•
|
bispecific monoclonal antibody being developed by Tesaro, Inc., targeting PD-1 and LAG-3;
|
•
|
small molecule antagonists being developed by Aurigene Ltd and Curis, Inc., including CA-170 targeting PD-L1 and VISTA and CA-327 targeting PD-L1 and TIM-3;
|
•
|
FS118, a bispecific monoclonal antibody targeting PD-L1 and LAG-3 being developed by F-star Biotechnology, Ltd.;
|
•
|
various combinations of separate anti PD-1/L1 and anti-CTLA-4 monoclonal antibodies; and
|
•
|
various combinations of separate anti PD-1/L1 and costimulatory monoclonal antibodies such as OX-40, 4-1BB, and others.
|
•
|
Amgen, Inc. (BiTE®): fusion proteins consisting of two single-chain variable fragments to link T-cells to tumors;
|
•
|
Macrogenics, Inc. (DART®): Dual-Affinity Re-Targeting and Trident technology platforms bind multiple targets with a single molecule;
|
•
|
Xencor, Inc. (XmAb Bispecific): Optimized Fc domains for improved potency, half-life and stability;
|
•
|
Zymeworks, Inc. (Azymetric™): Proprietary amino acid modifications to facilitate interaction of distinct heavy chains;
|
•
|
Pieris Pharmaceuticals, Inc. (Anticalin®): Engineered proteins derived from natural lipocalins found in blood plasma;
|
•
|
Compass Therapeutics, LLC (Targeted Immunomodulation™, StitchMabs™): Antibody discovery targeting the tumor-immune synapse;
|
•
|
Harpoon Therapeutics, Inc.: TriTAC™ (Tri-specific T cell Activating Construct) contain CD3 binding domain, half-life extension domain, and antigen-binding domain;
|
•
|
Shattuck Labs, Inc.: Agonist Redirected Antibody platform claimed to bind tumor-necrosis factor (“TNF”) and checkpoint targets;
|
•
|
Ablynx NV (Nanobody®), purchased by Sanofi Pharma, Inc.: Platform technology of single-domain, heavy-chain antibody fragments derived from camelidae (e.g., camels and llamas);
|
•
|
Regeneron, Inc.: VEGF Trap and VelociSuite® antibody technology platforms; and
|
•
|
Five Prime Therapeutics, Inc.: Proprietary protein library and rapid protein production and testing platform.
|
•
|
intentional
failures
to comply
with FDA
or U.S.
health
care
laws and regulations,
or applicable
laws, regulations,
guidance,
or codes
of conduct
set
by foreign
governmental
authorities
or self-regulatory industry
organizations;
|
•
|
a provision of inaccurate information to any governmental authorities such as FDA;
|
•
|
noncompliance
with manufacturing
standards
we
may
establish;
|
•
|
noncompliance
with federal
and state
healthcare
fraud
and abuse
laws and regulations;
and
|
•
|
a failure
to report
financial
information
or data
accurately
or a failure
to disclose
unauthorized activities
to us.
|
•
|
dispose of assets;
|
•
|
complete mergers or acquisitions;
|
•
|
incur indebtedness;
|
•
|
encumber assets;
|
•
|
pay dividends or make other distributions to holders of our capital stock;
|
•
|
make specified investments;
|
•
|
engage in any new line or business; and
|
•
|
engagement in certain transactions with our affiliates.
|
•
|
others
may,
or may
be able
to, make,
use, offer to sell, or sell
compounds
that
are
the
same
as or similar
to our therapeutic
candidates
and products
but that
are
not covered
by the
claims
of the
patents we own or license;
|
•
|
we
or our
licensors,
collaborators,
or any future
collaborators
may
not be the
first
to file
patent applications
covering
certain
aspects
of our technology,
including
therapeutic
candidates
and products;
|
•
|
others
may
independently
develop
similar
or alternative
technology
or duplicate
any of our technology
without
infringing
our intellectual
property
rights;
|
•
|
a third
party
may
challenge
our patents
and, if
challenged,
a court
may
not hold that our patents
are
valid,
enforceable,
or that a third party is
infringing;
|
•
|
a third
party
may
challenge
our patents
in various
patent
offices
and, if
challenged,
we
may be compelled
to limit
the
scope
of our pending, allowed
or granted
claims
or lose
the
allowed
or granted claims
altogether;
|
•
|
any issued
patents
we own or have licensed
may
not provide
us
with any competitive advantages,
or may
be challenged
by third
parties;
|
•
|
we
may
not develop
additional
proprietary
technologies
that
are
patentable;
|
•
|
the patents
of others
could
harm
our business;
and
|
•
|
our competitors could conduct research and development activities in countries where we do not or will not have enforceable patent rights and then use the information learned from such activities to develop competitive products for sale in major commercial markets where we do not or will not have enforceable patent rights.
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;
|
•
|
we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a therapeutic candidate is safe and effective for its proposed indication;
|
•
|
the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;
|
•
|
we may be unable to demonstrate that a therapeutic candidate’s clinical and other benefits outweigh its safety risks;
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from pre-clinical studies or clinical trials;
|
•
|
the data collected from clinical trials of our therapeutic candidates may not be sufficient to support the submission of a
Biologics License Application, or
BLA, or other submission or to obtain regulatory approval in the United States, the European Union or elsewhere;
|
•
|
the FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and
|
•
|
the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.
|
•
|
the
U.S.
federal
Anti-Kickback
Statute,
which prohibits,
among
other
things,
persons
from
soliciting, receiving,
offering,
or providing
remuneration,
directly
or indirectly,
to induce
either
the
referral
of an individual
for
a healthcare
item
or service,
or the
purchasing
or ordering
of an item
or service,
for which payment
may
be made,
in whole or in part,
under
a federal
healthcare
program
such as Medicare or Medicaid;
|
•
|
the
U.S.
federal
False
Claims
Act, which imposes
criminal
and civil
penalties,
including
through
civil whistleblower
or qui tam
actions,
against
individuals
or entities
for
knowingly presenting,
or causing
to be presented,
to the
federal
government,
false
or fraudulent
claims
for
payment
or making
a false statement
to avoid,
decrease,
or conceal
an obligation
to pay money
to the
federal
government.
In addition,
the
government
may
assert
a claim
including
items
and services
resulting
from
a violation
of the
federal
Anti-Kickback
Statute
constitutes
a false
or fraudulent
claim
for
purposes
of the
False Claims
Act;
|
•
|
state all-payor fraud laws, which impose
criminal
and civil
liability
for
executing
a scheme
to defraud
any healthcare
benefit
program,
or knowingly and willfully
falsifying,
concealing,
or covering up a material
fact
or making
any materially
false
statement
in connection
with the
delivery
of or payment
for
healthcare
benefits,
items
or services;
similar
to the
federal
Anti-Kickback
Statute,
a person
or entity
does not need to have actual
knowledge of the
statute
or specific
intent
to violate
it
in order
to have committed
a violation;
|
•
|
HIPAA,
HITECH,
and their implementing
regulations,
which impose
obligations
on certain
covered entity
healthcare
providers,
health
plans,
and healthcare
clearinghouses
as well
as their
business associates
performing
certain
services
involving
the
use or disclosure
of individually
identifiable
health information,
including
mandatory
contractual
terms,
with respect
to safeguarding
the
privacy,
security, and transmission
of individually
identifiable
health
information,
and require
notification
to affected individuals
and regulatory
authorities
of certain
breaches
of security
of individually
identifiable
health information;
|
•
|
the
federal
Physician
Payment
Sunshine
Act and its
implementing
regulations,
also
referred
to as “Open Payments,”
issued
under
the
Patient
Protection
and Affordable
Care Act, as amended
by the Health
Care and Education
Affordability
Reconciliation
Act, or ACA,
and any subsequent amending legislation or executive actions, which require
manufacturers
of pharmaceutical
and biological
drugs
reimbursable
under
Medicare,
Medicaid,
and Children’s
Health Insurance
Programs
to report
to the
Department
of Health
and Human Services
all
consulting
fees, travel
reimbursements,
research
grants,
and other
payments,
transfers
of value
or gifts
made
to physicians
and teaching
hospitals
with limited
exceptions;
and
|
•
|
analogous
state
laws and regulations,
such as, state
anti-kickback
and false
claims
laws potentially applicable
to sales
or marketing
arrangements
and claims
involving
healthcare
items
or services reimbursed
by non-governmental
third-party
payors,
including
private
insurers;
and some
state
laws require
pharmaceutical
companies
to comply
with the
pharmaceutical
industry’s
voluntary
compliance guidelines
and the
relevant
compliance
guidance
promulgated
by the
federal
government
in addition
to requiring
drug manufacturers
to report
information
related
to payments
to physicians
and other healthcare
providers
or marketing
expenditures,
and state
laws governing
the
privacy
and security
of health
information
in certain
circumstances,
many
of which differ
from
each
other
in significant
ways
and often
are
not preempted
by HIPAA,
thus
complicating
compliance
efforts.
|
•
|
adverse
regulatory
inspection
findings;
|
•
|
warning
or untitled
letters;
|
•
|
voluntary
product
recalls
with public
notification
or medical
product
safety
alerts
to healthcare professionals;
|
•
|
restrictions
on, or prohibitions
against,
marketing
our therapeutics;
|
•
|
restrictions
on, or prohibitions
against,
importation
or exportation
of our therapeutics;
|
•
|
suspension
of review
or refusal
to approve
pending
applications
or supplements
to approved applications;
|
•
|
exclusion
from
participation
in government-funded
healthcare
programs;
|
•
|
exclusion
from
eligibility
for
the
award of government
contracts
for
our therapeutics;
|
•
|
FDA
debarment;
|
•
|
suspension
or withdrawal
of therapeutic
approvals;
|
•
|
seizures
or administrative
detention
of therapeutics;
|
•
|
injunctions;
and
|
•
|
restitution, disgorgement of profits, or civil and criminal penalties and fines.
|
•
|
regulatory
authorities
may
withdraw
their
approval
of the
product
and require us to take the product off the market
or seize
the
product;
|
•
|
we
may
need to recall
the
therapeutic
or change
the
way the
therapeutic
is
administered
to patients;
|
•
|
additional
restrictions
may
be imposed
on the
marketing
and promotion
of the
particular
therapeutic
or the manufacturing
processes
for
the
therapeutic
or any component
thereof;
|
•
|
we
may
not be able
to secure
or maintain
adequate
coverage
and reimbursement
for
our proprietary
therapeutic
products
from
government
(including
U.S.
federal
health
care
programs)
and private
payors;
|
•
|
we
may
lose
or see
adverse
alterations
to compendia
listings
or treatment
protocols
specified
by accountable
care
organizations;
|
•
|
we
may
be subject
to fines,
restitution,
or disgorgement
of profits
or revenues,
injunctions,
or the imposition
of civil
penalties
or criminal
prosecution;
|
•
|
regulatory
authorities
may
require
the
addition
of labeling
statements,
such as a “black
box” warning, or equivalent,
or a contraindication;
|
•
|
regulatory
authorities
may
require
us
to implement
a REMS plan,
or to conduct
post-marketing
studies or clinical
trials
and surveillance
to monitor
the
safety
or efficacy
of the
product;
|
•
|
we
may
be required
to create
a Medication
Guide outlining
the
risks
of such side
effects
for distribution
to patients;
|
•
|
we
could
be sued and held
liable
for
harm
caused
to patients;
|
•
|
the
therapeutic
may
become
less
competitive;
and
|
•
|
our
reputation
may
suffer.
|
•
|
our
ability
to obtain
regulatory
approvals
for
product
candidates,
and delays
or failures
to obtain
such approvals;
|
•
|
the
failure
of any of our
product
candidates,
if
approved,
to achieve commercial
success;
|
•
|
issues
in manufacturing
our
approved
products,
if
any, or product
candidates;
|
•
|
the
results
of current,
and any future,
preclinical
or clinical
trials
of our product
candidates;
|
•
|
the
entry
into,
or termination
of, key agreements,
including
key licensing,
collaboration
or acquisition
agreements;
|
•
|
the
initiation
or material
developments
in, or conclusion
of, litigation
to enforce
or defend
any of our
intellectual
property
rights
or defend
against
the
intellectual
property
rights
of others;
|
•
|
announcements
by commercial
partners
or competitors
of new commercial
products,
clinical
progress (or
the
lack
thereof),
significant
contracts,
commercial
relationships,
or capital
commitments;
|
•
|
adverse
publicity
relating
to our
markets,
including
with respect
to other products
and potential
products
in such markets;
|
•
|
adverse publicity about our company, employees, therapeutic candidates, and/or therapeutic products in the media or on social media;
|
•
|
the
introduction
of technological
innovations
or new therapies
competing
with our potential
products;
|
•
|
the
loss
of key employees;
|
•
|
changes
in estimates
or recommendations
by securities
analysts,
if
any, who cover
our
common
stock;
|
•
|
general
and industry-specific
economic
conditions
potentially
affecting
our research
and development
expenditures;
|
•
|
changes
in the
structure
of health
care
payment
systems;
|
•
|
unanticipated serious safety concerns related to the use of any of our product candidates;
|
•
|
failure
to meet
or exceed
financial
and development
projections
we
may provide
to the
public;
|
•
|
failure
to meet
or exceed
the
financial
and development
projections
of the
investment
community;
|
•
|
the
perception
of the
pharmaceutical
industry
by the
public,
legislators,
regulators,
and the
investment community;
|
•
|
adverse
regulatory
decisions;
|
•
|
disputes
or other
developments
relating
to proprietary
rights,
including
patents,
litigation
matters,
and our
ability
to obtain
patent
protection
for
our
technologies;
|
•
|
commencement of, or our involvement in, litigation;
|
•
|
sales
of our
common
stock
by us
or our
stockholders
in the
future;
|
•
|
trading
volume
of our
common
stock;
|
•
|
period-to-period
fluctuations
in our
financial
results; and
|
•
|
the other factors described in this “Risk Factors” section.
|
•
|
not be required
to comply
with the
auditor
attestation
requirements
of Section
404(b)
of Sarbanes-Oxley;
|
•
|
not be required
to hold a nonbinding
advisory
stockholder
vote
on executive
compensation
pursuant
to Section
14A of the
Securities
Exchange Act of 1934, as amended, or the Exchange Act;
|
•
|
not be required
to seek
stockholder
approval
of any golden
parachute
payments
not previously approved
pursuant
to Section
14A of the
Exchange Act;
|
•
|
be exempt
from
any rule
adopted
by the
Public
Company Accounting
Oversight
Board, requiring mandatory
audit
firm
rotation
or a supplemental
auditor
discussion
and analysis;
and
|
•
|
be subject
to reduced
disclosure
obligations
regarding
executive
compensation
in our
periodic reports
and proxy statements.
|
•
|
stagger
the
terms
of our
board
of directors
and require
66 and 2/3%
stockholder
voting
to remove directors,
who may
only be removed
for
cause;
|
•
|
provide that the authorized number of directors may be changed only by resolution of the board of directors;
|
•
|
provide that all vacancies, including newly-created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
|
•
|
authorize
our
board
of directors
to issue
“blank
check”
preferred
stock
and to determine
the
rights and preferences
of those
shares,
which may
be senior
to our
common
stock,
without
prior stockholder
approval;
|
•
|
establish
advance
notice
requirements
for
nominating
directors
and proposing
matters
to be voted
on by stockholders
at
stockholders’
meetings;
|
•
|
prohibit
our
stockholders
from
calling
a special
meeting
and prohibit
stockholders
from
acting
by written
consent;
|
•
|
require
66 and 2/3%
stockholder
voting
to effect
certain
amendments
to our
certificate
of incorporation
and bylaws;
and
|
•
|
prohibit
cumulative
voting
in the
election
of directors,
which limits
the
ability
of minority
stockholders to elect
director
candidates.
|
•
|
we
will
indemnify
our
directors
and officers
for
serving
us
in those
capacities
or for
serving other
business
enterprises
at
our
request,
to the
fullest
extent
permitted
by Delaware
law. Delaware law provides
that
a corporation
may
indemnify
such person
if
such person
acted
in good faith
and in a manner
such person
reasonably
believed
to be in or not opposed to the
best
interests
of the
corporation and, with respect
to any criminal
proceeding,
had no reasonable
cause
to believe
such person’s
conduct was unlawful.
|
•
|
we
may,
in our
discretion,
indemnify
other
employees
and agents
in those
circumstances
where indemnification
is
permitted
by applicable
law.
|
•
|
we
are
required
to advance
expenses,
as incurred,
to our
directors
and officers
in connection
with defending
a proceeding,
except
that
such directors
or officers
shall
undertake
to repay
such advances
if it
is
ultimately
determined
that
such person
is
not entitled
to indemnification.
|
•
|
we
will
not be obligated
pursuant
to our
amended
and restated
bylaws to indemnify
any director
or officer
in connection
with any proceeding
(or
part
thereof)
initiated
by such person
unless
the proceeding
was authorized
in
|
•
|
the rights
conferred
in our
amended
and restated
bylaws are
not exclusive,
and we
are authorized
to enter
into
indemnification
agreements
with our
directors,
officers,
employees
and agents
and to obtain
insurance
to indemnify
such persons.
|
•
|
we
may
not retroactively
amend
our
amended
and restated
bylaw provisions
to reduce
our indemnification
obligations
to our
directors
or officers.
|
•
|
significant impairment of the liquidity for our common stock, which may substantially decrease the market price of our common stock;
|
•
|
a limited availability of market quotations for our securities;
|
•
|
a determination that our common stock qualifies as a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
|
•
|
a limited amount of news and analyst coverage for our company; and
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
Exhibit
Number
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
8-K
|
|
001-37449
|
|
10.1
|
|
1/16/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
8-K
|
|
001-37449
|
|
10.2
|
|
1/16/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
8-K
|
|
001-37449
|
|
10.3
|
|
1/16/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4+
|
|
8-K
|
|
001-37449
|
|
10.1
|
|
4/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5+
|
|
8-K
|
|
001-37449
|
|
10.2
|
|
4/1/2019
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Alpine Immune Sciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
+
|
Indicates a management contract or a compensatory plan, contract or arrangement.
|
|
|
ALPINE IMMUNE SCIENCES, INC.
|
|
Date: May 9, 2019
|
|
By:
|
/s/ Mitchell Gold
|
|
|
Name:
|
Mitchell Gold
|
|
|
Title:
|
Executive Chairman and Chief Executive Officer
|
|
|
ALPINE IMMUNE SCIENCES, INC.
|
|
Date: May 9, 2019
|
|
By:
|
/s/ Paul Rickey
|
|
|
Name:
|
Paul Rickey
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Building:
|
That certain to-be-constructed building to be known as 188 East Blaine Street, Seattle, Washington
|
Premises:
|
That portion of the west side of the 2
nd
floor of the Building, containing approximately 27,164 rentable square feet, as determined by Landlord, as shown on
Exhibit A
.
|
Project:
|
The real property on which the Building in which the Premises are located, together with all improvements thereon and appurtenances thereto as described on
Exhibit B
.
|
Base Rent:
|
$61.00 per rentable square foot of the Premises per year, subject to adjustment pursuant to
Section 4
hereof.
|
Base Term:
|
Beginning on the Commencement Date and ending 129 months from the first day of the first full month following the Commencement Date. For clarity, if the Commencement Date occurs on the first day of a month, the expiration of the Base Term shall be measured from that date. If the Commencement Date occurs on a day other than the first day of a month, the expiration of the Base Term shall be measured from the first day of the following month.
|
Permitted Use:
|
Research and development laboratory, drug development facilities, related office and other related uses consistent with the character of the Project and otherwise in compliance with the provisions of
Section 7
hereof.
|
[X]
EXHIBIT A
- PREMISES DESCRIPTION
|
[X]
EXHIBIT B
- DESCRIPTION OF PROJECT
|
[X]
EXHIBIT C
- WORK LETTER
|
[X]
EXHIBIT D
- COMMENCEMENT DATE
|
[X]
EXHIBIT E
- RULES AND REGULATIONS
|
[X]
EXHIBIT F
- TENANT’S PERSONAL PROPERTY
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership, managing member |
By:
|
ARE-QRS CORP.,
a Maryland corporation, general partner |
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership, managing member |
By:
|
ARE-QRS CORP.,
a Maryland corporation, general partner |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpine Immune Sciences, 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;
|
4.
|
The registrant’s other certifying officer(s) 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 15d-15(f)) for the registrant and have:
|
(a)
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervisions, 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;
|
(c)
|
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
|
(d)
|
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(s) 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):
|
(a)
|
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
|
(b)
|
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.
|
/s/ Mitchell Gold
|
Mitchell Gold
|
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alpine Immune Sciences, 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;
|
4.
|
The registrant’s other certifying officer(s) 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 15d-15(f)) for the registrant and have:
|
(a)
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervisions, 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;
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(c)
|
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
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(d)
|
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
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
|
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
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(b)
|
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.
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/s/ Paul Rickey
|
Paul Rickey
|
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mitchell Gold
|
Mitchell Gold
|
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Paul Rickey
|
Paul Rickey
|
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
|