Restoring Clarity. Restoring Connection. 2019 ANNUAL REPORT “ What was once an audacious idea – creating a drug to help those with hearing loss – is now a unique opportunity to impact millions around the world. ” 4 | 2019 ANNUAL REPORT A letter from David L. Lucchino (cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:206)(cid:251)(cid:232)(cid:230)(cid:248)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:216)(cid:294)(cid:230)(cid:232)(cid:245) Dear fellow shareholders, This past year was one of tremendous progress for Frequency Therapeutics, and I could not be more proud to lead an organization (cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:240)(cid:228)(cid:252)(cid:3)(cid:245)(cid:232)(cid:231)(cid:232)(cid:292)(cid:241)(cid:232)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:239)(cid:228)(cid:241)(cid:231)(cid:246)(cid:230)(cid:228)(cid:243)(cid:232)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:245)(cid:232)(cid:234)(cid:232)(cid:241)(cid:232)(cid:245)(cid:228)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:247)(cid:235)(cid:232)(cid:245)(cid:228)(cid:243)(cid:232)(cid:248)(cid:247)(cid:236)(cid:230)(cid:246)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3) (cid:247)(cid:245)(cid:228)(cid:241)(cid:246)(cid:233)(cid:242)(cid:245)(cid:240)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:247)(cid:245)(cid:232)(cid:228)(cid:247)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:243)(cid:228)(cid:245)(cid:228)(cid:231)(cid:236)(cid:234)(cid:240)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:247)(cid:235)(cid:242)(cid:246)(cid:232)(cid:3)(cid:246)(cid:248)(cid:291)(cid:232)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:233)(cid:245)(cid:242)(cid:240)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:240)(cid:242)(cid:246)(cid:247)(cid:3) common form of hearing loss. (cid:224)(cid:232)(cid:3)(cid:228)(cid:230)(cid:235)(cid:236)(cid:232)(cid:249)(cid:232)(cid:231)(cid:3)(cid:246)(cid:232)(cid:249)(cid:232)(cid:245)(cid:228)(cid:239)(cid:3)(cid:240)(cid:228)(cid:237)(cid:242)(cid:245)(cid:3)(cid:240)(cid:236)(cid:239)(cid:232)(cid:246)(cid:247)(cid:242)(cid:241)(cid:232)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3)(cid:34)(cid:32)(cid:33)(cid:41)(cid:6)(cid:3)(cid:228)(cid:231)(cid:249)(cid:228)(cid:241)(cid:230)(cid:236)(cid:241)(cid:234)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:243)(cid:245)(cid:242)(cid:234)(cid:245)(cid:228)(cid:240)(cid:6)(cid:3) executing a global licensing and collaboration agreement, expanding our organization for the demands of future growth and taking the company public. We reported data from our Phase 1/2 study of FX-322, our lead product candidate for the treatment (cid:242)(cid:233)(cid:3)(cid:246)(cid:232)(cid:241)(cid:246)(cid:242)(cid:245)(cid:236)(cid:241)(cid:232)(cid:248)(cid:245)(cid:228)(cid:239)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:239)(cid:242)(cid:246)(cid:246)(cid:3)(cid:164)(cid:220)(cid:215)(cid:209)(cid:213)(cid:165)(cid:6)(cid:3)(cid:236)(cid:241)(cid:3)(cid:250)(cid:235)(cid:236)(cid:230)(cid:235)(cid:3)(cid:250)(cid:232)(cid:3)(cid:242)(cid:229)(cid:246)(cid:232)(cid:245)(cid:249)(cid:232)(cid:231)(cid:3)(cid:228)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:246)(cid:236)(cid:234)(cid:241)(cid:228)(cid:239)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3) (cid:243)(cid:242)(cid:247)(cid:232)(cid:241)(cid:247)(cid:236)(cid:228)(cid:239)(cid:3)(cid:245)(cid:232)(cid:247)(cid:248)(cid:245)(cid:241)(cid:3)(cid:242)(cid:233)(cid:3)(cid:233)(cid:248)(cid:241)(cid:230)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:236)(cid:241)(cid:3)(cid:243)(cid:228)(cid:247)(cid:236)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3)(cid:250)(cid:236)(cid:247)(cid:235)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:239)(cid:242)(cid:246)(cid:246)(cid:4)(cid:3)(cid:224)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:247)(cid:235)(cid:232)(cid:246)(cid:232)(cid:3)(cid:245)(cid:232)(cid:246)(cid:248)(cid:239)(cid:247)(cid:246)(cid:3) (cid:235)(cid:228)(cid:249)(cid:232)(cid:3)(cid:241)(cid:232)(cid:249)(cid:232)(cid:245)(cid:3)(cid:229)(cid:232)(cid:233)(cid:242)(cid:245)(cid:232)(cid:3)(cid:229)(cid:232)(cid:232)(cid:241)(cid:3)(cid:246)(cid:232)(cid:232)(cid:241)(cid:3)(cid:236)(cid:241)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:245)(cid:232)(cid:246)(cid:232)(cid:228)(cid:245)(cid:230)(cid:235)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:235)(cid:228)(cid:249)(cid:232)(cid:3)(cid:243)(cid:242)(cid:246)(cid:236)(cid:247)(cid:236)(cid:242)(cid:241)(cid:232)(cid:231)(cid:3)(cid:207)(cid:245)(cid:232)(cid:244)(cid:248)(cid:232)(cid:241)(cid:230)(cid:252)(cid:3)(cid:247)(cid:242)(cid:3) (cid:228)(cid:231)(cid:249)(cid:228)(cid:241)(cid:230)(cid:232)(cid:3)(cid:250)(cid:235)(cid:228)(cid:247)(cid:3)(cid:240)(cid:228)(cid:252)(cid:3)(cid:229)(cid:232)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:292)(cid:245)(cid:246)(cid:247)(cid:3)(cid:245)(cid:232)(cid:246)(cid:247)(cid:242)(cid:245)(cid:228)(cid:247)(cid:236)(cid:249)(cid:232)(cid:6)(cid:3)(cid:231)(cid:236)(cid:246)(cid:232)(cid:228)(cid:246)(cid:232)(cid:161)(cid:240)(cid:242)(cid:231)(cid:236)(cid:233)(cid:252)(cid:236)(cid:241)(cid:234)(cid:3)(cid:247)(cid:245)(cid:232)(cid:228)(cid:247)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:240)(cid:236)(cid:239)(cid:239)(cid:236)(cid:242)(cid:241)(cid:246)(cid:3) of patients with SNHL. Our approach may potentially transform how this debilitating (cid:230)(cid:242)(cid:241)(cid:231)(cid:236)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:236)(cid:246)(cid:3)(cid:247)(cid:245)(cid:232)(cid:228)(cid:247)(cid:232)(cid:231)(cid:3)(cid:229)(cid:232)(cid:252)(cid:242)(cid:241)(cid:231)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:231)(cid:232)(cid:249)(cid:236)(cid:230)(cid:232)(cid:161)(cid:229)(cid:228)(cid:246)(cid:232)(cid:231)(cid:3)(cid:246)(cid:247)(cid:228)(cid:241)(cid:231)(cid:228)(cid:245)(cid:231)(cid:3)(cid:242)(cid:233)(cid:3)(cid:230)(cid:228)(cid:245)(cid:232)(cid:4)(cid:3)(cid:3) We entered into a global licensing and collaboration agreement for FX-322 with Astellas Pharma Inc. in a deal worth more than $600 million, including an $80 million up-front (cid:243)(cid:228)(cid:252)(cid:240)(cid:232)(cid:241)(cid:247)(cid:4)(cid:3)(cid:202)(cid:246)(cid:247)(cid:232)(cid:239)(cid:239)(cid:228)(cid:246)(cid:3)(cid:235)(cid:228)(cid:246)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:245)(cid:236)(cid:234)(cid:235)(cid:247)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:230)(cid:242)(cid:240)(cid:240)(cid:232)(cid:245)(cid:230)(cid:236)(cid:228)(cid:239)(cid:236)(cid:253)(cid:232)(cid:3)(cid:207)(cid:225)(cid:161)(cid:35)(cid:34)(cid:34)(cid:3)(cid:242)(cid:248)(cid:247)(cid:246)(cid:236)(cid:231)(cid:232)(cid:3)(cid:242)(cid:233)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3) U.S., while Frequency maintains rights in the U.S. market. Our Phase 2a trial of FX-322 commenced dosing in October 2019 and was followed by the U.S. Food and Drug Administration (FDA) granting FX-322 Fast Track designation, (cid:236)(cid:241)(cid:230)(cid:245)(cid:232)(cid:228)(cid:246)(cid:236)(cid:241)(cid:234)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:228)(cid:229)(cid:236)(cid:239)(cid:236)(cid:247)(cid:252)(cid:3)(cid:247)(cid:242)(cid:3)(cid:232)(cid:241)(cid:234)(cid:228)(cid:234)(cid:232)(cid:3)(cid:250)(cid:236)(cid:247)(cid:235)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:228)(cid:234)(cid:232)(cid:241)(cid:230)(cid:252)(cid:3)(cid:245)(cid:232)(cid:234)(cid:228)(cid:245)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:242)(cid:241)(cid:234)(cid:242)(cid:236)(cid:241)(cid:234)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3) (cid:232)(cid:291)(cid:242)(cid:245)(cid:247)(cid:246)(cid:4)(cid:3) 2019 ANNUAL REPORT | 1 (cid:213)(cid:242)(cid:242)(cid:238)(cid:236)(cid:241)(cid:234)(cid:3)(cid:228)(cid:235)(cid:232)(cid:228)(cid:231)(cid:6)(cid:3)(cid:250)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:34)(cid:32)(cid:34)(cid:32)(cid:3)(cid:250)(cid:236)(cid:239)(cid:239)(cid:3)(cid:229)(cid:232)(cid:3)(cid:228)(cid:3)(cid:252)(cid:232)(cid:228)(cid:245)(cid:3)(cid:230)(cid:245)(cid:236)(cid:247)(cid:236)(cid:230)(cid:228)(cid:239)(cid:3)(cid:247)(cid:242)(cid:3) the growth of Frequency. As of this writing, we are still they do not naturally regenerate. This damage can lead to sensorineural hearing loss, the primary cause of 90 assessing the impact of COVID-19 on our business and percent of all hearing loss. (cid:217)(cid:235)(cid:228)(cid:246)(cid:232)(cid:3)(cid:34)(cid:228)(cid:3)(cid:230)(cid:239)(cid:236)(cid:241)(cid:236)(cid:230)(cid:228)(cid:239)(cid:3)(cid:246)(cid:247)(cid:248)(cid:231)(cid:252)(cid:6)(cid:3)(cid:229)(cid:248)(cid:247)(cid:3)(cid:250)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:250)(cid:232)(cid:3)(cid:228)(cid:245)(cid:232)(cid:3)(cid:236)(cid:241)(cid:3)(cid:228)(cid:3) strong position, both in terms of resources and study (cid:231)(cid:232)(cid:246)(cid:236)(cid:234)(cid:241)(cid:6)(cid:3)(cid:247)(cid:242)(cid:3)(cid:240)(cid:232)(cid:232)(cid:247)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:242)(cid:229)(cid:237)(cid:232)(cid:230)(cid:247)(cid:236)(cid:249)(cid:232)(cid:246)(cid:4)(cid:3)(cid:224)(cid:232)(cid:3)(cid:250)(cid:236)(cid:239)(cid:239)(cid:3)(cid:230)(cid:242)(cid:241)(cid:247)(cid:236)(cid:241)(cid:248)(cid:232)(cid:3)(cid:247)(cid:242)(cid:3)(cid:231)(cid:245)(cid:236)(cid:249)(cid:232)(cid:3) (cid:242)(cid:248)(cid:245)(cid:3)(cid:239)(cid:232)(cid:228)(cid:231)(cid:232)(cid:245)(cid:246)(cid:235)(cid:236)(cid:243)(cid:3)(cid:236)(cid:241)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:245)(cid:232)(cid:234)(cid:232)(cid:241)(cid:232)(cid:245)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:6)(cid:3)(cid:228)(cid:231)(cid:249)(cid:228)(cid:241)(cid:230)(cid:232)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3) program for remyelination in multiple sclerosis (MS), as (cid:250)(cid:232)(cid:239)(cid:239)(cid:3)(cid:228)(cid:246)(cid:3)(cid:228)(cid:230)(cid:247)(cid:236)(cid:249)(cid:232)(cid:239)(cid:252)(cid:3)(cid:232)(cid:249)(cid:228)(cid:239)(cid:248)(cid:228)(cid:247)(cid:232)(cid:3)(cid:241)(cid:232)(cid:250)(cid:3)(cid:242)(cid:243)(cid:243)(cid:242)(cid:245)(cid:247)(cid:248)(cid:241)(cid:236)(cid:247)(cid:236)(cid:232)(cid:246)(cid:3)(cid:250)(cid:235)(cid:232)(cid:245)(cid:232)(cid:3)(cid:250)(cid:232)(cid:3)(cid:230)(cid:228)(cid:241)(cid:3) (cid:239)(cid:232)(cid:249)(cid:232)(cid:245)(cid:228)(cid:234)(cid:232)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:243)(cid:245)(cid:242)(cid:234)(cid:232)(cid:241)(cid:236)(cid:247)(cid:242)(cid:245)(cid:3)(cid:230)(cid:232)(cid:239)(cid:239)(cid:3)(cid:228)(cid:230)(cid:247)(cid:236)(cid:249)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:164)(cid:217)(cid:204)(cid:202)(cid:165)(cid:3)(cid:243)(cid:239)(cid:228)(cid:247)(cid:233)(cid:242)(cid:245)(cid:240)(cid:3) (cid:247)(cid:242)(cid:3)(cid:233)(cid:248)(cid:245)(cid:247)(cid:235)(cid:232)(cid:245)(cid:3)(cid:232)(cid:251)(cid:243)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:235)(cid:236)(cid:246)(cid:3)(cid:232)(cid:240)(cid:232)(cid:245)(cid:234)(cid:236)(cid:241)(cid:234)(cid:3)(cid:228)(cid:245)(cid:232)(cid:228)(cid:3)(cid:242)(cid:233)(cid:3)(cid:245)(cid:232)(cid:234)(cid:232)(cid:241)(cid:232)(cid:245)(cid:228)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3) medicine. (cid:216)(cid:248)(cid:245)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:243)(cid:245)(cid:242)(cid:234)(cid:245)(cid:228)(cid:240)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:236)(cid:240)(cid:243)(cid:242)(cid:245)(cid:247)(cid:228)(cid:241)(cid:230)(cid:232)(cid:3) (cid:242)(cid:233)(cid:3)(cid:275)(cid:230)(cid:239)(cid:228)(cid:245)(cid:236)(cid:247)(cid:252)(cid:276) The cochlea is the organ within the ear that controls hearing. Within the cochlea are rows of inner and outer (cid:246)(cid:232)(cid:241)(cid:246)(cid:242)(cid:245)(cid:252)(cid:3)(cid:164)(cid:242)(cid:245)(cid:3)(cid:235)(cid:228)(cid:236)(cid:245)(cid:165)(cid:3)(cid:230)(cid:232)(cid:239)(cid:239)(cid:246)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:235)(cid:232)(cid:239)(cid:243)(cid:3)(cid:292)(cid:239)(cid:247)(cid:232)(cid:245)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:248)(cid:241)(cid:232)(cid:3)(cid:246)(cid:242)(cid:248)(cid:241)(cid:231)(cid:246)(cid:3) (cid:250)(cid:235)(cid:236)(cid:239)(cid:232)(cid:3)(cid:228)(cid:239)(cid:246)(cid:242)(cid:3)(cid:243)(cid:245)(cid:242)(cid:249)(cid:236)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:230)(cid:242)(cid:241)(cid:241)(cid:232)(cid:230)(cid:247)(cid:236)(cid:242)(cid:241)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:229)(cid:245)(cid:228)(cid:236)(cid:241)(cid:4)(cid:3)(cid:224)(cid:235)(cid:232)(cid:241)(cid:3)(cid:247)(cid:235)(cid:232)(cid:246)(cid:232)(cid:3) cells are damaged – either by noise, age or infection – But underneath these rows of sensory cells are the progenitor cells that created the original hair cells when we were in utero. FX-322 is made of two small molecules that, when combined, aim to turn on these progenitor cells and enable the growth of new sensory cells (while also creating new progenitor cells) and potentially restore hearing. (cid:210)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:217)(cid:235)(cid:228)(cid:246)(cid:232)(cid:3)(cid:33)(cid:166)(cid:34)(cid:3)(cid:246)(cid:247)(cid:248)(cid:231)(cid:252)(cid:3)(cid:242)(cid:233)(cid:3)(cid:207)(cid:225)(cid:161)(cid:35)(cid:34)(cid:34)(cid:6)(cid:3)(cid:250)(cid:232)(cid:3)(cid:242)(cid:229)(cid:246)(cid:232)(cid:245)(cid:249)(cid:232)(cid:231)(cid:3)(cid:230)(cid:239)(cid:236)(cid:241)(cid:236)(cid:230)(cid:228)(cid:239)(cid:239)(cid:252)(cid:3) (cid:240)(cid:232)(cid:228)(cid:241)(cid:236)(cid:241)(cid:234)(cid:233)(cid:248)(cid:239)(cid:3)(cid:236)(cid:240)(cid:243)(cid:245)(cid:242)(cid:249)(cid:232)(cid:240)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3)(cid:238)(cid:232)(cid:252)(cid:3)(cid:240)(cid:232)(cid:228)(cid:246)(cid:248)(cid:245)(cid:232)(cid:246)(cid:3)(cid:242)(cid:233)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3) function in SNHL patients. Most compelling were the (cid:236)(cid:241)(cid:230)(cid:245)(cid:232)(cid:228)(cid:246)(cid:232)(cid:246)(cid:3)(cid:250)(cid:232)(cid:3)(cid:242)(cid:229)(cid:246)(cid:232)(cid:245)(cid:249)(cid:232)(cid:231)(cid:3)(cid:236)(cid:241)(cid:3)(cid:230)(cid:232)(cid:245)(cid:247)(cid:228)(cid:236)(cid:241)(cid:3)(cid:246)(cid:248)(cid:229)(cid:237)(cid:232)(cid:230)(cid:247)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3)(cid:247)(cid:235)(cid:232)(cid:236)(cid:245)(cid:3)(cid:250)(cid:242)(cid:245)(cid:231)(cid:3) (cid:245)(cid:232)(cid:230)(cid:242)(cid:234)(cid:241)(cid:236)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:246)(cid:230)(cid:242)(cid:245)(cid:232)(cid:246)(cid:6)(cid:3)(cid:228)(cid:241)(cid:3)(cid:236)(cid:241)(cid:231)(cid:236)(cid:230)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:247)(cid:235)(cid:232)(cid:246)(cid:232)(cid:3)(cid:236)(cid:241)(cid:231)(cid:236)(cid:249)(cid:236)(cid:231)(cid:248)(cid:228)(cid:239)(cid:246)(cid:3) were hearing more clearly. Clarity of sound is essential (cid:233)(cid:242)(cid:245)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:235)(cid:232)(cid:228)(cid:239)(cid:247)(cid:235)(cid:3)(cid:162)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:250)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:245)(cid:232)(cid:240)(cid:228)(cid:236)(cid:241)(cid:246)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:239)(cid:228)(cid:245)(cid:234)(cid:232)(cid:246)(cid:247)(cid:3) unmet need in the treatment of hearing loss. While wearing (cid:231)(cid:232)(cid:249)(cid:236)(cid:230)(cid:232)(cid:246)(cid:3)(cid:246)(cid:248)(cid:230)(cid:235)(cid:3)(cid:228)(cid:246)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:228)(cid:236)(cid:231)(cid:246)(cid:3)(cid:230)(cid:228)(cid:241)(cid:3)(cid:236)(cid:241)(cid:230)(cid:245)(cid:232)(cid:228)(cid:246)(cid:232)(cid:3)(cid:249)(cid:242)(cid:239)(cid:248)(cid:240)(cid:232)(cid:6)(cid:3)(cid:247)(cid:235)(cid:232)(cid:252)(cid:3) increase sound into a broken system. FX-322 aims to repair (cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:246)(cid:252)(cid:246)(cid:247)(cid:232)(cid:240)(cid:3)(cid:247)(cid:242)(cid:3)(cid:236)(cid:240)(cid:243)(cid:245)(cid:242)(cid:249)(cid:232)(cid:3)(cid:228)(cid:248)(cid:231)(cid:236)(cid:229)(cid:236)(cid:239)(cid:236)(cid:247)(cid:252)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:230)(cid:239)(cid:228)(cid:245)(cid:236)(cid:247)(cid:252)(cid:4) 2 | 2019 ANNUAL REPORT (cid:202)(cid:239)(cid:246)(cid:242)(cid:6)(cid:3)(cid:246)(cid:232)(cid:249)(cid:232)(cid:245)(cid:228)(cid:239)(cid:3)(cid:246)(cid:248)(cid:229)(cid:237)(cid:232)(cid:230)(cid:247)(cid:246)(cid:3)(cid:246)(cid:228)(cid:250)(cid:3)(cid:236)(cid:240)(cid:243)(cid:245)(cid:242)(cid:249)(cid:232)(cid:240)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3)(cid:247)(cid:235)(cid:232)(cid:236)(cid:245)(cid:3)(cid:243)(cid:248)(cid:245)(cid:232)(cid:3) tone audiometry scores at higher frequencies – which (cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:247)(cid:235)(cid:232)(cid:236)(cid:245)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:231)(cid:232)(cid:292)(cid:230)(cid:236)(cid:247)(cid:3)(cid:235)(cid:228)(cid:246)(cid:3)(cid:241)(cid:242)(cid:247)(cid:3)(cid:230)(cid:235)(cid:228)(cid:241)(cid:234)(cid:232)(cid:231)(cid:3)(cid:242)(cid:249)(cid:232)(cid:245)(cid:3)(cid:246)(cid:232)(cid:249)(cid:232)(cid:245)(cid:228)(cid:239)(cid:3) months, and only one ear is dosed, adding a third control (cid:250)(cid:228)(cid:246)(cid:3)(cid:228)(cid:3)(cid:238)(cid:232)(cid:252)(cid:3)(cid:292)(cid:241)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:228)(cid:246)(cid:3)(cid:236)(cid:247)(cid:3)(cid:236)(cid:246)(cid:3)(cid:235)(cid:236)(cid:234)(cid:235)(cid:3)(cid:233)(cid:245)(cid:232)(cid:244)(cid:248)(cid:232)(cid:241)(cid:230)(cid:236)(cid:232)(cid:246)(cid:3)(cid:250)(cid:235)(cid:232)(cid:245)(cid:232)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3) loss typically starts. (cid:221)(cid:235)(cid:232)(cid:3)(cid:242)(cid:229)(cid:237)(cid:232)(cid:230)(cid:247)(cid:236)(cid:249)(cid:232)(cid:246)(cid:3)(cid:242)(cid:233)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:231)(cid:242)(cid:248)(cid:229)(cid:239)(cid:232)(cid:161)(cid:229)(cid:239)(cid:236)(cid:241)(cid:231)(cid:6)(cid:3)(cid:243)(cid:239)(cid:228)(cid:230)(cid:232)(cid:229)(cid:242)(cid:161)(cid:230)(cid:242)(cid:241)(cid:247)(cid:245)(cid:242)(cid:239)(cid:239)(cid:232)(cid:231)(cid:6)(cid:3) single- and repeat-dose Phase 2a study are to further (cid:236)(cid:241)(cid:3)(cid:250)(cid:235)(cid:228)(cid:247)(cid:3)(cid:250)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:236)(cid:246)(cid:3)(cid:228)(cid:3)(cid:245)(cid:236)(cid:234)(cid:242)(cid:245)(cid:242)(cid:248)(cid:246)(cid:239)(cid:252)(cid:3)(cid:231)(cid:232)(cid:246)(cid:236)(cid:234)(cid:241)(cid:232)(cid:231)(cid:3)(cid:246)(cid:247)(cid:248)(cid:231)(cid:252)(cid:4) (cid:224)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:244)(cid:248)(cid:228)(cid:239)(cid:236)(cid:247)(cid:252)(cid:3)(cid:242)(cid:233)(cid:3)(cid:239)(cid:236)(cid:233)(cid:232)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:247)(cid:235)(cid:242)(cid:246)(cid:232)(cid:3)(cid:248)(cid:246)(cid:236)(cid:241)(cid:234)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3) aids (and for millions of untreated patients) can be transformed if FX-322 continues to show an impact on (cid:232)(cid:246)(cid:247)(cid:228)(cid:229)(cid:239)(cid:236)(cid:246)(cid:235)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:246)(cid:236)(cid:234)(cid:241)(cid:228)(cid:239)(cid:3)(cid:242)(cid:229)(cid:246)(cid:232)(cid:245)(cid:249)(cid:232)(cid:231)(cid:3)(cid:236)(cid:241)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:217)(cid:235)(cid:228)(cid:246)(cid:232)(cid:3)(cid:33)(cid:166)(cid:34)(cid:3) clarity – and may also potentially reduce the risks of other (cid:246)(cid:247)(cid:248)(cid:231)(cid:252)(cid:7)(cid:3)(cid:232)(cid:249)(cid:228)(cid:239)(cid:248)(cid:228)(cid:247)(cid:232)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:236)(cid:240)(cid:243)(cid:228)(cid:230)(cid:247)(cid:3)(cid:242)(cid:233)(cid:3)(cid:240)(cid:248)(cid:239)(cid:247)(cid:236)(cid:243)(cid:239)(cid:232)(cid:3)(cid:231)(cid:242)(cid:246)(cid:232)(cid:246)(cid:7)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:243)(cid:245)(cid:242)(cid:249)(cid:236)(cid:231)(cid:232)(cid:3) insights on endpoints and patient population for future (cid:230)(cid:242)(cid:161)(cid:240)(cid:242)(cid:245)(cid:229)(cid:236)(cid:231)(cid:236)(cid:247)(cid:236)(cid:232)(cid:246)(cid:6)(cid:3)(cid:228)(cid:246)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:239)(cid:242)(cid:246)(cid:246)(cid:3)(cid:236)(cid:246)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:239)(cid:228)(cid:245)(cid:234)(cid:232)(cid:246)(cid:247)(cid:3)(cid:240)(cid:242)(cid:231)(cid:236)(cid:292)(cid:228)(cid:229)(cid:239)(cid:232)(cid:3) (cid:245)(cid:236)(cid:246)(cid:238)(cid:3)(cid:233)(cid:228)(cid:230)(cid:247)(cid:242)(cid:245)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:236)(cid:241)(cid:234)(cid:3)(cid:231)(cid:232)(cid:240)(cid:232)(cid:241)(cid:247)(cid:236)(cid:228)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:236)(cid:246)(cid:3)(cid:228)(cid:239)(cid:246)(cid:242)(cid:3)(cid:228)(cid:246)(cid:246)(cid:242)(cid:230)(cid:236)(cid:228)(cid:247)(cid:232)(cid:231)(cid:3) (cid:246)(cid:247)(cid:248)(cid:231)(cid:236)(cid:232)(cid:246)(cid:4)(cid:3)(cid:220)(cid:248)(cid:229)(cid:237)(cid:232)(cid:230)(cid:247)(cid:246)(cid:3)(cid:228)(cid:245)(cid:232)(cid:3)(cid:230)(cid:228)(cid:245)(cid:232)(cid:233)(cid:248)(cid:239)(cid:239)(cid:252)(cid:3)(cid:246)(cid:230)(cid:245)(cid:232)(cid:232)(cid:241)(cid:232)(cid:231)(cid:3)(cid:247)(cid:242)(cid:3)(cid:232)(cid:241)(cid:246)(cid:248)(cid:245)(cid:232)(cid:3) (cid:250)(cid:236)(cid:247)(cid:235)(cid:3)(cid:231)(cid:232)(cid:243)(cid:245)(cid:232)(cid:246)(cid:246)(cid:236)(cid:242)(cid:241)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:229)(cid:245)(cid:242)(cid:228)(cid:231)(cid:232)(cid:245)(cid:3)(cid:230)(cid:242)(cid:234)(cid:241)(cid:236)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:231)(cid:232)(cid:230)(cid:239)(cid:236)(cid:241)(cid:232)(cid:4) JANUARY 2019 $42M (cid:220)(cid:232)(cid:245)(cid:236)(cid:232)(cid:246)(cid:3)(cid:203)(cid:3)(cid:292)(cid:241)(cid:228)(cid:241)(cid:230)(cid:236)(cid:241)(cid:234) APRIL 2019 (cid:207)(cid:245)(cid:232)(cid:244)(cid:248)(cid:232)(cid:241)(cid:230)(cid:252)(cid:3)(cid:228)(cid:241)(cid:241)(cid:242)(cid:248)(cid:241)(cid:230)(cid:232)(cid:246)(cid:3)(cid:243)(cid:242)(cid:246)(cid:236)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:217)(cid:235)(cid:228)(cid:246)(cid:232)(cid:3)(cid:33)(cid:166)(cid:34)(cid:3) data for lead product candidate FX-322 OCTOBER 2019 (cid:207)(cid:225)(cid:161)(cid:35)(cid:34)(cid:34)(cid:3)(cid:245)(cid:232)(cid:230)(cid:232)(cid:236)(cid:249)(cid:232)(cid:246)(cid:3)(cid:207)(cid:205)(cid:202)(cid:3)(cid:207)(cid:228)(cid:246)(cid:247)(cid:3) Track designation OCTOBER 2019 Frequency listed on The Nasdaq Global Select Market under FREQ JULY 2019 Global licensing agreement with Astellas Pharma for FX-322, Frequency maintains U.S. rights JULY 2019 $62M (cid:220)(cid:232)(cid:245)(cid:236)(cid:232)(cid:246)(cid:3)(cid:204)(cid:3)(cid:292)(cid:241)(cid:228)(cid:241)(cid:230)(cid:236)(cid:241)(cid:234) OCTOBER 2019 FX-322 Phase 2a clinical study commences 2019 ANNUAL REPORT | 3 (cid:203)(cid:248)(cid:236)(cid:239)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:243)(cid:236)(cid:243)(cid:232)(cid:239)(cid:236)(cid:241)(cid:232)(cid:3)(cid:229)(cid:232)(cid:252)(cid:242)(cid:241)(cid:231)(cid:3)(cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234) (cid:224)(cid:232)(cid:3)(cid:230)(cid:242)(cid:241)(cid:247)(cid:236)(cid:241)(cid:248)(cid:232)(cid:3)(cid:247)(cid:242)(cid:3)(cid:240)(cid:228)(cid:238)(cid:232)(cid:3)(cid:243)(cid:245)(cid:242)(cid:234)(cid:245)(cid:232)(cid:246)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:232)(cid:291)(cid:242)(cid:245)(cid:247)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3)(cid:228)(cid:231)(cid:249)(cid:228)(cid:241)(cid:230)(cid:232)(cid:3) a clinical candidate for remyelination in multiple sclerosis (cid:228)(cid:241)(cid:231)(cid:3)(cid:236)(cid:241)(cid:247)(cid:232)(cid:241)(cid:231)(cid:3)(cid:247)(cid:242)(cid:3)(cid:292)(cid:239)(cid:232)(cid:3)(cid:228)(cid:241)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:236)(cid:234)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:228)(cid:239)(cid:3)(cid:241)(cid:232)(cid:250)(cid:3)(cid:231)(cid:245)(cid:248)(cid:234)(cid:3)(cid:228)(cid:243)(cid:243)(cid:239)(cid:236)(cid:230)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3) (cid:236)(cid:241)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:246)(cid:232)(cid:230)(cid:242)(cid:241)(cid:231)(cid:3)(cid:235)(cid:228)(cid:239)(cid:233)(cid:3)(cid:242)(cid:233)(cid:3)(cid:34)(cid:32)(cid:34)(cid:33)(cid:4)(cid:3)(cid:216)(cid:248)(cid:245)(cid:3)(cid:231)(cid:236)(cid:246)(cid:230)(cid:242)(cid:249)(cid:232)(cid:245)(cid:252)(cid:3)(cid:232)(cid:291)(cid:242)(cid:245)(cid:247)(cid:246)(cid:3)(cid:236)(cid:241)(cid:3) MS also use a combination of small molecules, further building on our PCA approach. Today, more than a dozen treatments slow MS disease progression or treat symptoms, but there (cid:228)(cid:245)(cid:232)(cid:3)(cid:241)(cid:242)(cid:3)(cid:247)(cid:235)(cid:232)(cid:245)(cid:228)(cid:243)(cid:236)(cid:232)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3)(cid:245)(cid:232)(cid:249)(cid:232)(cid:245)(cid:246)(cid:232)(cid:3)(cid:242)(cid:245)(cid:3)(cid:245)(cid:232)(cid:243)(cid:228)(cid:236)(cid:245)(cid:3)(cid:231)(cid:228)(cid:240)(cid:228)(cid:234)(cid:232)(cid:4)(cid:3)(cid:224)(cid:232)(cid:3)(cid:246)(cid:232)(cid:232)(cid:3) remyelination as the next frontier in MS research. Beyond hearing and MS, we are also exploring the potential of our PCA approach in other disease areas, engaging with biopharma companies and academic labs, as we consider (cid:228)(cid:3)(cid:250)(cid:236)(cid:231)(cid:232)(cid:3)(cid:245)(cid:228)(cid:241)(cid:234)(cid:232)(cid:3)(cid:242)(cid:233)(cid:3)(cid:243)(cid:242)(cid:247)(cid:232)(cid:241)(cid:247)(cid:236)(cid:228)(cid:239)(cid:3)(cid:241)(cid:232)(cid:250)(cid:3)(cid:247)(cid:228)(cid:245)(cid:234)(cid:232)(cid:247)(cid:246)(cid:3)(cid:250)(cid:235)(cid:232)(cid:245)(cid:232)(cid:3)(cid:250)(cid:232)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3) (cid:247)(cid:232)(cid:230)(cid:235)(cid:241)(cid:242)(cid:239)(cid:242)(cid:234)(cid:252)(cid:3)(cid:243)(cid:239)(cid:228)(cid:247)(cid:233)(cid:242)(cid:245)(cid:240)(cid:3)(cid:230)(cid:228)(cid:241)(cid:3)(cid:243)(cid:245)(cid:242)(cid:249)(cid:236)(cid:231)(cid:232)(cid:3)(cid:229)(cid:232)(cid:241)(cid:232)(cid:292)(cid:247)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:243)(cid:228)(cid:247)(cid:236)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3)(cid:250)(cid:236)(cid:247)(cid:235)(cid:3) (cid:231)(cid:232)(cid:249)(cid:228)(cid:246)(cid:247)(cid:228)(cid:247)(cid:236)(cid:241)(cid:234)(cid:3)(cid:231)(cid:232)(cid:234)(cid:232)(cid:241)(cid:232)(cid:245)(cid:228)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:231)(cid:236)(cid:246)(cid:232)(cid:228)(cid:246)(cid:232)(cid:3)(cid:162)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:242)(cid:249)(cid:232)(cid:245)(cid:3)(cid:247)(cid:236)(cid:240)(cid:232)(cid:3)(cid:230)(cid:245)(cid:232)(cid:228)(cid:247)(cid:232)(cid:3)(cid:228)(cid:3) repeatable model for sustained, long-term growth. NAME DISCOVERY PRECLINICAL PHASE 1 PHASE 2 PHASE 3 Sensorineural hearing loss (FX-322) Multiple sclerosis 4 | 2019 ANNUAL REPORT (cid:203)(cid:232)(cid:230)(cid:242)(cid:240)(cid:236)(cid:241)(cid:234)(cid:3)(cid:207)(cid:219)(cid:206)(cid:218) (cid:216)(cid:248)(cid:245)(cid:3)(cid:228)(cid:240)(cid:229)(cid:236)(cid:247)(cid:236)(cid:242)(cid:248)(cid:246)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:232)(cid:291)(cid:242)(cid:245)(cid:247)(cid:246)(cid:3)(cid:245)(cid:232)(cid:244)(cid:248)(cid:236)(cid:245)(cid:232)(cid:3)(cid:246)(cid:236)(cid:234)(cid:241)(cid:236)(cid:292)(cid:230)(cid:228)(cid:241)(cid:247)(cid:3) (cid:230)(cid:228)(cid:243)(cid:236)(cid:247)(cid:228)(cid:239)(cid:6)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:250)(cid:232)(cid:3)(cid:235)(cid:228)(cid:249)(cid:232)(cid:3)(cid:246)(cid:232)(cid:230)(cid:248)(cid:245)(cid:232)(cid:231)(cid:3)(cid:233)(cid:248)(cid:241)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:250)(cid:236)(cid:239)(cid:239)(cid:3)(cid:232)(cid:241)(cid:228)(cid:229)(cid:239)(cid:232)(cid:3)(cid:248)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3) pursue our immediate near-term opportunities. On the heels of our Phase 1/2 data for FX-322, we (cid:202)(cid:246)(cid:3)(cid:228)(cid:3)(cid:245)(cid:232)(cid:246)(cid:232)(cid:228)(cid:245)(cid:230)(cid:235)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:230)(cid:242)(cid:240)(cid:243)(cid:228)(cid:241)(cid:252)(cid:6)(cid:3)(cid:250)(cid:232)(cid:3)(cid:228)(cid:245)(cid:232)(cid:3) (cid:233)(cid:242)(cid:230)(cid:248)(cid:246)(cid:236)(cid:241)(cid:234)(cid:3)(cid:247)(cid:235)(cid:232)(cid:246)(cid:232)(cid:3)(cid:243)(cid:245)(cid:242)(cid:230)(cid:232)(cid:232)(cid:231)(cid:246)(cid:3)(cid:242)(cid:241)(cid:3)(cid:236)(cid:241)(cid:241)(cid:242)(cid:249)(cid:228)(cid:247)(cid:236)(cid:242)(cid:241)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:246)(cid:230)(cid:236)(cid:232)(cid:241)(cid:230)(cid:232)(cid:6)(cid:3) (cid:229)(cid:232)(cid:236)(cid:241)(cid:234)(cid:3)(cid:230)(cid:228)(cid:245)(cid:232)(cid:233)(cid:248)(cid:239)(cid:3)(cid:246)(cid:247)(cid:232)(cid:250)(cid:228)(cid:245)(cid:231)(cid:246)(cid:3)(cid:242)(cid:233)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:242)(cid:245)(cid:246)(cid:273)(cid:3)(cid:230)(cid:228)(cid:243)(cid:236)(cid:247)(cid:228)(cid:239)(cid:3)(cid:228)(cid:246)(cid:3)(cid:250)(cid:232)(cid:3) carefully build our team with recognized leaders in (cid:235)(cid:232)(cid:228)(cid:245)(cid:236)(cid:241)(cid:234)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:214)(cid:220)(cid:3)(cid:245)(cid:232)(cid:246)(cid:232)(cid:228)(cid:245)(cid:230)(cid:235)(cid:4)(cid:3)(cid:210)(cid:241)(cid:3)(cid:34)(cid:32)(cid:34)(cid:33)(cid:6)(cid:3)(cid:250)(cid:232)(cid:3)(cid:243)(cid:239)(cid:228)(cid:241)(cid:3)(cid:247)(cid:242)(cid:3)(cid:240)(cid:242)(cid:249)(cid:232)(cid:3)(cid:247)(cid:242)(cid:3)(cid:228)(cid:3) new headquarters in Lexington, Mass., which will include (cid:230)(cid:239)(cid:242)(cid:246)(cid:232)(cid:231)(cid:3)(cid:228)(cid:3)(cid:122)(cid:38)(cid:34)(cid:4)(cid:32)(cid:3)(cid:240)(cid:236)(cid:239)(cid:239)(cid:236)(cid:242)(cid:241)(cid:3)(cid:230)(cid:245)(cid:242)(cid:246)(cid:246)(cid:242)(cid:249)(cid:232)(cid:245)(cid:3)(cid:245)(cid:242)(cid:248)(cid:241)(cid:231)(cid:6)(cid:3)(cid:239)(cid:232)(cid:231)(cid:3)(cid:229)(cid:252)(cid:3)(cid:217)(cid:232)(cid:245)(cid:230)(cid:232)(cid:243)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3) laboratory facilities and will bring together employees (cid:202)(cid:231)(cid:249)(cid:236)(cid:246)(cid:242)(cid:245)(cid:246)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:228)(cid:3)(cid:246)(cid:252)(cid:241)(cid:231)(cid:236)(cid:230)(cid:228)(cid:247)(cid:232)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:236)(cid:241)(cid:230)(cid:239)(cid:248)(cid:231)(cid:232)(cid:231)(cid:3)(cid:246)(cid:232)(cid:249)(cid:232)(cid:245)(cid:228)(cid:239)(cid:3)(cid:241)(cid:232)(cid:250)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3) from our Woburn, Mass., and Farmington, Conn., sites. (cid:232)(cid:251)(cid:236)(cid:246)(cid:247)(cid:236)(cid:241)(cid:234)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:242)(cid:245)(cid:246)(cid:4)(cid:3) (cid:224)(cid:232)(cid:3)(cid:228)(cid:245)(cid:232)(cid:3)(cid:234)(cid:245)(cid:228)(cid:247)(cid:232)(cid:233)(cid:248)(cid:239)(cid:3)(cid:247)(cid:242)(cid:3)(cid:228)(cid:239)(cid:239)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:230)(cid:239)(cid:236)(cid:241)(cid:236)(cid:230)(cid:228)(cid:239)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:236)(cid:234)(cid:228)(cid:247)(cid:242)(cid:245)(cid:246)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:235)(cid:232)(cid:236)(cid:245)(cid:3) Our agreement with Astellas last July yielded an additional (cid:246)(cid:247)(cid:228)(cid:291)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:228)(cid:239)(cid:239)(cid:3)(cid:242)(cid:233)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:236)(cid:241)(cid:231)(cid:236)(cid:249)(cid:236)(cid:231)(cid:248)(cid:228)(cid:239)(cid:246)(cid:3)(cid:243)(cid:228)(cid:245)(cid:247)(cid:236)(cid:230)(cid:236)(cid:243)(cid:228)(cid:247)(cid:236)(cid:241)(cid:234)(cid:3)(cid:236)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:230)(cid:239)(cid:236)(cid:241)(cid:236)(cid:230)(cid:228)(cid:239)(cid:3) (cid:122)(cid:40)(cid:32)(cid:3)(cid:240)(cid:236)(cid:239)(cid:239)(cid:236)(cid:242)(cid:241)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:207)(cid:225)(cid:161)(cid:35)(cid:34)(cid:34)(cid:3)(cid:231)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:232)(cid:291)(cid:242)(cid:245)(cid:247)(cid:246)(cid:6)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3) now our companies are working closely together toward conducting global clinical studies. There is the potential (cid:246)(cid:247)(cid:248)(cid:231)(cid:236)(cid:232)(cid:246)(cid:4)(cid:3)(cid:224)(cid:232)(cid:3)(cid:231)(cid:232)(cid:232)(cid:243)(cid:239)(cid:252)(cid:3)(cid:228)(cid:243)(cid:243)(cid:245)(cid:232)(cid:230)(cid:236)(cid:228)(cid:247)(cid:232)(cid:3)(cid:247)(cid:235)(cid:242)(cid:246)(cid:232)(cid:3)(cid:250)(cid:235)(cid:242)(cid:3)(cid:235)(cid:228)(cid:249)(cid:232)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:232)(cid:231)(cid:3) (cid:247)(cid:235)(cid:232)(cid:236)(cid:245)(cid:3)(cid:230)(cid:228)(cid:243)(cid:236)(cid:247)(cid:228)(cid:239)(cid:3)(cid:236)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:249)(cid:236)(cid:246)(cid:236)(cid:242)(cid:241)(cid:4)(cid:3)(cid:202)(cid:241)(cid:231)(cid:3)(cid:292)(cid:241)(cid:228)(cid:239)(cid:239)(cid:252)(cid:6)(cid:3)(cid:210)(cid:3)(cid:228)(cid:240)(cid:3)(cid:228)(cid:240)(cid:228)(cid:253)(cid:232)(cid:231)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3) inspired by the contributions of our team and their of $90 million in milestone payments when Astellas commences a Phase 2b study in Europe and Asia and an (cid:230)(cid:242)(cid:240)(cid:240)(cid:236)(cid:247)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:247)(cid:242)(cid:3)(cid:246)(cid:230)(cid:236)(cid:232)(cid:241)(cid:230)(cid:232)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:247)(cid:242)(cid:3)(cid:292)(cid:241)(cid:231)(cid:236)(cid:241)(cid:234)(cid:3)(cid:241)(cid:232)(cid:250)(cid:3)(cid:247)(cid:245)(cid:232)(cid:228)(cid:247)(cid:240)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3) for patients with debilitating diseases. It is an honor to additional $140 million for a Phase 3 start in those regions. work with this group. In October of 2019, we raised gross proceeds of $88.6 What was once an audacious idea – creating a drug to (cid:240)(cid:236)(cid:239)(cid:239)(cid:236)(cid:242)(cid:241)(cid:3)(cid:236)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:236)(cid:241)(cid:236)(cid:247)(cid:236)(cid:228)(cid:239)(cid:3)(cid:243)(cid:248)(cid:229)(cid:239)(cid:236)(cid:230)(cid:3)(cid:242)(cid:291)(cid:232)(cid:245)(cid:236)(cid:241)(cid:234)(cid:6)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:207)(cid:245)(cid:232)(cid:244)(cid:248)(cid:232)(cid:241)(cid:230)(cid:252)(cid:3)(cid:229)(cid:232)(cid:234)(cid:228)(cid:241)(cid:3) trading on the Nasdaq Global Select Market with the ticker symbol “FREQ.” We are thankful to J.P. Morgan, (cid:208)(cid:242)(cid:239)(cid:231)(cid:240)(cid:228)(cid:241)(cid:3)(cid:220)(cid:228)(cid:230)(cid:235)(cid:246)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:204)(cid:242)(cid:250)(cid:232)(cid:241)(cid:6)(cid:3)(cid:250)(cid:235)(cid:236)(cid:230)(cid:235)(cid:3)(cid:250)(cid:232)(cid:245)(cid:232)(cid:3)(cid:237)(cid:242)(cid:236)(cid:241)(cid:247)(cid:3)(cid:229)(cid:242)(cid:242)(cid:238)(cid:161) (cid:245)(cid:248)(cid:241)(cid:241)(cid:236)(cid:241)(cid:234)(cid:3)(cid:240)(cid:228)(cid:241)(cid:228)(cid:234)(cid:232)(cid:245)(cid:246)(cid:3)(cid:233)(cid:242)(cid:245)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:242)(cid:291)(cid:232)(cid:245)(cid:236)(cid:241)(cid:234)(cid:4)(cid:3)(cid:224)(cid:232)(cid:3)(cid:232)(cid:241)(cid:231)(cid:232)(cid:231)(cid:3)(cid:34)(cid:32)(cid:33)(cid:41)(cid:3)(cid:250)(cid:236)(cid:247)(cid:235)(cid:3) (cid:240)(cid:242)(cid:245)(cid:232)(cid:3)(cid:247)(cid:235)(cid:228)(cid:241)(cid:3)(cid:122)(cid:34)(cid:33)(cid:39)(cid:3)(cid:240)(cid:236)(cid:239)(cid:239)(cid:236)(cid:242)(cid:241)(cid:3)(cid:236)(cid:241)(cid:3)(cid:230)(cid:228)(cid:246)(cid:235)(cid:6)(cid:3)(cid:230)(cid:228)(cid:246)(cid:235)(cid:3)(cid:232)(cid:244)(cid:248)(cid:236)(cid:249)(cid:228)(cid:239)(cid:232)(cid:241)(cid:247)(cid:246)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3) help those with hearing loss – is now a unique opportunity to impact millions around the world. (cid:210)(cid:3)(cid:229)(cid:232)(cid:239)(cid:236)(cid:232)(cid:249)(cid:232)(cid:3)(cid:250)(cid:232)(cid:3)(cid:228)(cid:245)(cid:232)(cid:3)(cid:242)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3)(cid:250)(cid:228)(cid:252)(cid:3)(cid:247)(cid:242)(cid:3)(cid:231)(cid:242)(cid:236)(cid:241)(cid:234)(cid:3)(cid:237)(cid:248)(cid:246)(cid:247)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:4)(cid:3)(cid:3) (cid:246)(cid:235)(cid:242)(cid:245)(cid:247)(cid:161)(cid:247)(cid:232)(cid:245)(cid:240)(cid:3)(cid:236)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:240)(cid:232)(cid:241)(cid:247)(cid:246)(cid:6)(cid:3)(cid:233)(cid:248)(cid:241)(cid:231)(cid:246)(cid:3)(cid:247)(cid:235)(cid:228)(cid:247)(cid:3)(cid:232)(cid:241)(cid:228)(cid:229)(cid:239)(cid:232)(cid:3)(cid:248)(cid:246)(cid:3)(cid:247)(cid:242)(cid:3)(cid:245)(cid:248)(cid:241)(cid:3)(cid:242)(cid:248)(cid:245)(cid:3) company into 2022. (cid:205)(cid:228)(cid:249)(cid:236)(cid:231)(cid:3)(cid:213)(cid:4)(cid:3)(cid:213)(cid:248)(cid:230)(cid:230)(cid:235)(cid:236)(cid:241)(cid:242) (cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:206)(cid:251)(cid:232)(cid:230)(cid:248)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:216)(cid:294)(cid:230)(cid:232)(cid:245) 2019 ANNUAL REPORT | 5 Executive leadership team David L. Lucchino Chris Loose, PhD Carl LeBel, PhD Co-founder, President and CEO (cid:204)(cid:242)(cid:161)(cid:233)(cid:242)(cid:248)(cid:241)(cid:231)(cid:232)(cid:245)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:220)(cid:230)(cid:236)(cid:232)(cid:241)(cid:247)(cid:236)(cid:292)(cid:230)(cid:3) (cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:205)(cid:232)(cid:249)(cid:232)(cid:239)(cid:242)(cid:243)(cid:240)(cid:232)(cid:241)(cid:247)(cid:3)(cid:216)(cid:294)(cid:230)(cid:232)(cid:245) (cid:216)(cid:294)(cid:230)(cid:232)(cid:245) Dana Hilt, MD (cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:214)(cid:232)(cid:231)(cid:236)(cid:230)(cid:228)(cid:239)(cid:3)(cid:216)(cid:294)(cid:230)(cid:232)(cid:245) Wendy Arnold (cid:204)(cid:235)(cid:236)(cid:232)(cid:233)(cid:3)(cid:217)(cid:232)(cid:242)(cid:243)(cid:239)(cid:232)(cid:3)(cid:216)(cid:294)(cid:230)(cid:232)(cid:245) Board of Directors Marc A. Cohen* Tim Barberich Joel S. Marcus, CPA, JD CEO of CoBro Ventures, Inc. David L. Lucchino Co-founder and CEO and Chairman of Sepracor (retired) (cid:206)(cid:251)(cid:232)(cid:230)(cid:248)(cid:247)(cid:236)(cid:249)(cid:232)(cid:3)(cid:204)(cid:235)(cid:228)(cid:236)(cid:245)(cid:240)(cid:228)(cid:241)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:207)(cid:242)(cid:248)(cid:241)(cid:231)(cid:232)(cid:245)(cid:6)(cid:3) Alexandria Real Estate Equities, Inc. Co-founder, President and CEO, Robert S. Langer, ScD Michael Huang Frequency Therapeutics Institute Professor, Massachusetts Managing Partner, Institute of Technology Taiwania Capital Management *Executive Chairman 6 | 2019 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39062 FREQUENCY THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 19 Presidential yWay, 2nd Floor Woburn, MA (Address of principal executive offices) 47-2324450 (I.R.S. Employer Identification No.) 01801 (Zip Code) Registrants telephone number, including area code: (866) 389-1970 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.001 par value per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ Name of each exchange on which registered The Nasdaq Global Select tMarket Trading y ) Symbol(s) FREQ NO ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒ 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 during the preceding 12 months (or for such shorter period that the pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) a 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. Large accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒ Non-accelerated filer ☒ Emerging growth company ☒ 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 ☒ The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and therefore, cannot calculate the aggregate market value of the voting and non-voting common equity held by non-affiliates as of such date. The number of shares of Registrants Common Stock outstanding as of March 20, 2020 was 30,946,354. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the registrants 2020 Annual Meeting of Stockholders are incorporated by reference into Partrr III of this Annual Report on Form 10-K. Table of Contents PART I Item 1. Business ........................................................................................................................................................ Item 1A. Risk Factors .................................................................................................................................................. Item 1B. Unresolved Staff Comments ......................................................................................................................... Properties ...................................................................................................................................................... Item 2. Item 3. Legal Proceedings......................................................................................................................................... Item 4. Mine Safety Disclosures ............................................................................................................................... PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities....................................................................................................................................................... Item 6. Selected Financial Data................................................................................................................................. Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations....................... Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................................................................... Item 8. Financial Statements and Supplementary Data............................................................................................. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................... Item 9. Item 9A. Controls and Procedures ............................................................................................................................... Item 9B. Other Information ......................................................................................................................................... PART III Item 10. Directors, Executive Officers and Corporate Governance ........................................................................... Item 11. Executive Compensation .............................................................................................................................. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .... Item 13. Certain Relationships and Related Transactions, and Director Independence ............................................. Item 14. Principal Accounting Fees and Services....................................................................................................... PART IV Item 15. Exhibits, Financial Statement Schedules ...................................................................................................... Summary .................................................................................................................................... Item 16 Form 10-K y Page 3 34 75 75 75 75 78 80 81 99 99 99 99 99 100 100 100 100 100 101 103 i FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements. We intend such forward- looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations and financial position, business strategy, product candidates, clinical development plans and expectations, prospective products, product approvals, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may, will, should, expect, plan, anticipate, could, intend, target, project, contemplate, believe, estimate, predict, potential or continue or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affecff forward-looking statements speak only as of the date of this Annual Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking uncertainties and assumptions described under the sections in this Annual Report titled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements are subject to numerous risks, including, without limitation, the following: t our business, financial condition and results of operations. These statements, including the risks, ff • • • • • • • • • • • • • • the impact of the novel coronavirus, COVID-19, on our ongoing and planned clinical trials, our research and development activities and our business and financial markets; the initiation, timing, progress and results of our preclinical and clinical trials and research and development of programs, including our ongoing Phase 2a clinical trial and any planned additional Phase 2 clinical trials for FX- 322 and our program to develop a product candidate for the treatment of multiple sclerosis, or MS; our ability to continue to develop our progenitor cell activation, or PCA, platform and identify additional product candidates; our ability to successfully complete clinical trials of any product candidate and obtain regulatory approval for it; the timing or likelihood of regulatory filings and approvals, including our planned filing of an investigational new drug application for our MS product candidate; the commercialization, marketing and manufacture of any product candidate, if approved; the pricing and reimbursement of any product candidate, if approved; the rate and degree of market acceptance and clinical utility of any products for which we receive regulatory approval; the implementation of our strategic plans for our business, product candidates, and technology; the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, PCA platform, and technology; estimates of our expenses, future revenues, capital requirements, and our needs for additional financing; our ability to maintain and establish Astellas Pharma Inc.; a collaborations, including our License and Collaboration Agreement with our financial performance and the sufficiency of our financial resources; and developments relating to our competitors and our industry, including the impact of government regulation. 1 Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. statements. ff You should read this Annual Report and the documents that we reference in this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify that all of our forward-looking statements by these cautionary statements. 2 Item 1. Business. Overview PART I We are a clinical-stage biotechnology company focused on harnessing the bodys innate biology to repair or reverse damage caused by a broad range of degenerative diseases and an industry for inner-ear cellular regeneration and hearing restoration. Our initial focus is on advancing our lead product candidate, FX- 322, through clinical studies with the goal of developing and commercializing a medicine to help millions of patients with the most common form of hearing loss and build upon the potential of regenerative therapeutics for hearing. We believe we are the only company to have shown clinical results demonstrating the potential of a therapeutic candidate to help patients with the most common form of hearing loss and that FX-322 has the potential to meaningfully improve overall hearing function and enhance quality of life. leader in the science and development of medicines d a Our proprietary approach, called Progenitor Cell Activation, or PCA, uses combinations of small molecules to activate progenitor cells within the body to create functional tissue. These progenitor cells, which are closely related to stem cells, are already resident in the targeted location in the body and programmed to develop and differentiate into specific cell types within an organ, which we believe provide us the opportunity to pursue multiple proposed indications and develop potential treatments for an array of degenerative diseases throughout the body. To that end, in addition to our lead program in hearing, we are working to rapidly advance discovery efforts focused on using our PCA approach to potentially remyelinate nerves in patients with multiple sclerosis, or MS, and are advancing this program in collaboration with The Scripps Research Institute, or Scripps, and Cambridge Enterprise Limited (the technology transfer arm of the University of Cambridge), or Cambridge. Our hearing program is for a condition called sensorineural hearing loss, or SNHL, which is the most prevalent type of hearing loss, typically caused by permanent loss of sensory hair cells in the cochlea within the ear. Cochlear sensory hair cells can be lost by noise exposure, as a result of aging, certain viral infections or exposure to ototoxic drugs. FX-322 aims to treat the underlying cause of SNHL by regenerating hair cells through the activation of progenitor cells already present in the cochlea. In July 2019, we entered into a license and collaboration agreement, or the Astellas Agreement, with Astellas Pharma Inc., or Astellas, under which we granted them rights to develop and commercialize FX-322 outside of the United States. In September 2019, at the annual meeting of the American Academy of Otolaryngology, the principal investigator from our Phase 1/2 clinical trial evaluating FX-322 in 23 patients with stable SNHL shared preclinical and clinical data that showed that FX-322 was well-tolerated with no serious adverse effects and that we observed statistically significant and clinically meaningful improvement in key measures of hearing loss, including word recognition, or WR, and clarity of sound. The same results were shared at the 2nd Annual International Symposium on Inner Ear Therapeutics in November 2019. In October 2019, we commenced dosing in a Phase 2a clinical trial of FX-322 and the U.S. Food and Drug Administration, or FDA, granted FX-322 Fast Track designation. The goals of the trial are to further establish the hearing signal observed in the Phase 1/2 clinical trial, evaluate the impact of multiple doses and provide insights on endpoints and patient population for further studies. The key efficacy endpoints are WR, words-in-noise, or WIN, and standard pure tone audiometry in the range of 250 to 8000 Hz. The exploratory efficacy endpoints are extended high frequency pure tone audiometry, the Tinnitus Functional Index, or TFI, and the Hearing Handicap Inventory in Adults, or HHIA. Our Phase 2a clinical trial of FX-322 is a randomized, double blind, placebo-controlled single- and repeat dose clinical trial of up to 96 patients with stable hearing loss, meaning that a patients hearing deficit has remained consistent over a defined period of time based on a patients audiograms. All subjects in the clinical trial have meaningful WR deficits including patients who are considered to have mild hearing loss. The Phase 2a clinical trial is also using validated measures of hearing function, including WR, WIN, and pure tone audiometry. Building upon the Phase 1/2 clinical trial, which only included one dose of FX-322, the Phase 2a study utilizes four dose cohorts, and all patients will be regularly tested over the course of seven months. As of March 26, 2020, the Phase 2a clinical trial was approximately at the halfway point of enrollment based on the original trial design and we are continuing to enroll and dose patients in the trial. However, we have observed an impact on the Phase 2a clinical trial from the COVID-19 pandemic as several clinical trial sites have informed us that they have temporarily halted enrollment in the trial. We expect that the effects of the pandemic may result in other clinical trial sites being similarly affected for an unknown period of time, slowing or temporarily halting patient enrollment and potentially impacting patient retention. As a result, we will provide updated guidance on the timing of completion and reporting of top- line data of the Phase 2a clinical trial once we better understand the extent of the impact of the COVID-19 pandemic on the trial. Nevertheless, we do believe that, if necessary, we could achieve the key objectives of the Phase 2a clinical trial with fewer study subjects than originally designed. 3 a To date, no drug therapies have been approved by the FDA or, to our knowledge, by other regulatory bodies, for the treatment of SNHL. Existing devices such as hearing aids amplify sounds but do not replace hair cells, which have roles in clarifying sound and improving speech intelligibility, particularly in noisy environments. Hearing aids also cannot repair the underlying pathology of hearing loss. While hearing loss is often thought to be caused by aging, the condition is strongly correlated with living in an industrialized society. According to the World Health Organization, or WHO, more than 800 million adults suffer from hearing loss worldwide, and, according to the National Institutes of Health, or NIH, more than 90% of people with hearing loss have SNHL. Based on our estimates, we believe that 59 million people in the United States alone have SNHL. The WHO also estimates that 1.1 billion children and adults ages 12 to 35 years old are at risk for hearing loss from recreational noise exposure. Under our agreement with Astellas, Astellas is responsible for the development and commercialization of FX-322 outside of the United States. As consideration for the licensed rights under the Astellas Agreement, Astellas paid us an upfront payment of $80.0 million in July 2019 and has agreed to pay potential development milestone payments of up to $230.0 million. Specifically, we would receive development milestone payments of $65.0 million and $25.0 million upon the first dosing of a patient in a Phase 2b clinical trial for SNHL in Europe and Asia, respectively, and $100.0 million and $40.0 million upon the fiff rst dosing of a patient in a Phase 3 clinical trial for SNHL in Europe and Asia, respectively. If the Astellas licensed products are successfully commercialized, we would be eligible for up to $315.0 million in potential commercial milestone payments plus tiered royalties on any future product sales ranging from low- to mid-teen percentages. Our MS program focuses on activating oligodendrocyte progenitor cells in the central nervous system to repair the myelin sheath that protects nerves and may have the potential to reverse damage done by the disease. We intend to submit an investigational new drug application, or IND, to FDA, for an MS product candidate in the second half of 2021. We believe our PCA platform has the potential to produce a new class of medicines and provide transformative benefits for patients across a wide range of degenerative conditions, including diseases of the muscle, gastrointestinal tract, skin, and bone. Our PCA platform has the following key attributes: • • • Activates progenitor cells in the right location. We overcome the major challenge of delivering and integrating cells into the proper location within tissue. Our small molecule therapeutic a bodys own progenitor cells at the desired location in targeted tissues. candidates are designed to activate the Enables ease of manufacturing. We eliminate the need to remove and grow live cells ex vivo, which can be costly and complex to manufacture, difficult to control quality, and may pose potential safety risks. In contrast, our small molecule therapeutic candidates will be produced using standard manufacturing methods. Avoids permanent genetic changes. Instead of altering genes, our small molecules are designed to temporarily activate the innate genes that play a central role in the development of organs and tissues. This small molecule approach could create a disease-modifying or restorative effect without changing the bodys genetic code. 4 Our product pipeline The following table summarizes our PCA therapeutic candidate pipeline and discovery research programs: Our team and history Our company was founded in 2014 with the goal of creating medicines based on breakthrough research focused on activating the bodys regenerative potential. In their groundbreaking research, Professors Robert S. Langer at the Massachusetts Institute of Technology and Jeffrey Karp at Harvard Medical School, decoded the natural signals between cells that make the intestine one of the most regenerative organs in the body through the continuous activation of progenitor cells. Recognizing that similar progenitor cells were present but inactive in other organs, they discovered how to adapta these natural signals using small molecules to temporarily activate progenitor cells in other organs, including the cochlea, and create a localized healing response. Using these insights, we are developing FX-322 for the treatment of SNHL, and, in a Phase 1/2 trial of FX-322 in stable hearing loss patients, we have observed statistically significant improvement in WR, a key measure of hearing function. Further, we have identified several additional potential indications for our PCA platform and expanded our team to incorporate domain expertise to pursue our goal of becoming a fully integrated biotechnology company. Our leadership team includes experienced biotech executives David L. Lucchino, our Chief Executive Officer, Christopher R. Loose, our Chief Scientific Officer, Carl P. LeBel, our Chief Development Officer, Dana C. Hilt, our Chief Medical Officer, Wendy S. Arnold, our Chief People Officer, and Will McLean, Vice President of Regenerative Medicine and a pioneer in inner ear stem cell biology. We have also assembled a world-class team of leaders in regenerative biology, otology, drug development, and drug delivery. Our Clinical Advisory Board is comprised of leaders in hearing science and technology who shape how the community thinks about hearing function and restoration. Our Regenerative Medicine Advisory Board members are at the forefront of scientific discovery on the activation of progenitor cells and their potential application to therapeutic interventions in diseases of multiple tissues and organs. Our strategy We intend to create and commercialize therapeutics to potentially transform the lives of patients by repairing or reversing damage done to cells, tissue, and organs. To do so, we are implementing the following strategies: • Advance development of FX-322 for the treatment of SNHL. We believe our lead product candidate has the potential to improve hearing function for the millions of patients affected by SNHL who currently have no therapeutic options. In our Phase 1/2 clinical trial evaluating FX-322 in 23 patients with stable SNHL, we observed a statistically significant improvement in WR, a key measure of hearing function. In addition, FX-322 was observed to be well-tolerated with no serious adverse effecff ts. We commenced dosing in a Phase 2a clinical trial of FX-322 in October 2019. As of March 26, 2020, the Phase 2a clinical trial was approximately at the 5 halfway point of enrollment based on the original trial design and we are continuing to enroll and dose patients in the trial. However, we have observed an impact on the Phase 2a clinical trial from the COVID-19 pandemic as several clinical trial sites have informed us that they have temporarily halted enrollment in the trial. As a result, we will provide updated guidance on the timing of completion and reporting of top-line data of the Phase 2a clinical trial once we better understand the extent of the impact of the COVID-19 pandemic on the trial. Nevertheless, we do believe that, if necessary, we could achieve the key objectives of the Phase 2a clinical trial with fewer study subjects than originally designed. We received Fast Track Designation from the FDA for FX- 322 for the treatment of SNHL in adults in October 2019. Establish our position as a leader in the field of hearing function. We plan to continue to grow our discovery organization and add experts in the field of otology to drive the optimization of our PCA approach for the treatment of hearing loss. We also plan to expand our presence in the fiff eld of hearing restoration and to work closely with the broader community of advocates, physicians, and payors to bring new treatments to patients globally. Expand the opportunities of our PCA platform beyond hearing. We believe our PCA platform has the potential to address a wide range of clinical applications. We will continue to invest in research and development to enhance our PCA platform with the goal of delivering new therapeutics in additional indications, such as diseases of the muscle, gastrointestinal tract, skin, and bone. We identified MS as a disease where PCA has the potential to produce a restorative effect by stimulation of oligodendrocyte precursor cells (OPCs) to myelinate axons. We have obtained worldwide licenses for intellectual property from Scripps and Cambridge, on approaches to promote remyelination of nerve fibers. We are working to identify a product candidate for the treatment of MS and intend to submit an IND to the FDA for an MS product candidate in the second half of 2021. tt ll relationships . Given the broad potential opportunity of our PCA Continue to build strategic collll aborative platform, we believe entering into strategic research, development, and commercial collaborations in select therapeutic areas may provide an attractive avenue to facilitate the capital-efficient development of our PCA platform and product pipeline. We believe these strategic collaborations could potentially provide significant funding to advance our product candidates while allowing us to benefit from the development and therapeutic area expertise of our collaborators. We may collaborate with large pharmaceutical companies, biotechnology companies, and academic institutions to maximize the potential of our PCA platform to create new therapies for patients. a • • • Our approach: Progenitor cell activation within the body We are pioneering a new class of small molecule therapeutics designed to activate progenitor cells already present within the body to create healthy functional tissues and organs. We developed our PCA platform to identify combinations of small molecules that selectively activate progenitor cells to regenerate tissues. Our initial therapeutic focus is SNHL. We believe that our preclinical and clinical studies in SNHL have validated the potential of our PCA platform to provide a new approach to regenerative medicine. Other potential applications of our PCA platform include, but are not limited to, diseases of the muscle, gastrointestinal tract, skin, and bone. 6 The graphic below illustrates the application of our PCA platform to activate progenitor cells and create healthy functioning target cells. Our small molecules are designed to activate key genes in a progenitor cell, which enable the cell to go through asymmetric division, leaving behind a copy of the progenitor cell as well as creating a functional cell, such as a hair cell. This asymmetric division process is a common mechanism used during the natural development and repair of tissues. Relationship between stem cells and progenitor cellsll All cells in the human body arise from a single unspecialized, or undifferentiated, cell type called a pluripotent stem cell. Two of the key characteristics of pluripotent stem cells are their ability to renew themselves through cell division and the ability to differentiate into any cell type. Progenitor cells have similar self-renewal properties as pluripotent stem cells. However, progenitor cells are programmed to develop and differentiate into specific cell types within an organ. This process can be visualized using Waddingtons epigenetic landscape, which depicts a pluripotent stem cell as a ball rolling down a hill as development progresses (see graphic below). As the ball commits to specific valleys, the cell becomes more specialized and increasingly commits to a tissue-specific fate, such as a progenitor cell. The progenitor cells are programmed to create specific cell types, and, in some cases, allow mature tissue and organs to repair and renew. However, researchers have discovered that many organs throughout the human body that do not spontaneously regenerate do contain inactive progenitor cells that, if stimulated, are potentially available to drive regeneration. a a Over the course of several decades, multiple attempts have been made to harness the regenerative potential of stem cells. More recently, the 2012 Nobel Prize in Physiology or Medicine was awarded to Dr. Shinya Yamanaka for discovering how to create induced pluripotent stem cells by adding four genetic factors to a fully differentiated cell, as illustrated by the solid black arrow in the graphic below. However, the Yamanaka factors cannot be applied in vivo, and it has proven challenging to manufacture pluripotent or other human stem cells outside of the body and to control their differentiation to produce a particular cell type. Further, delivering and properly integrating these cells back into the body adds substantial complexity. Using another approach, some investigators have tried to force progenitor cells within the body to directly convert into other cell types through a process called trans-differentiation, as illustrated by the dotted black arrow in the graphic below. However, trans-differentiation may deplete progenitor cells, which reduces the target cell population for future treatments. 7 We believe that our PCA approach bypasses the challenges presented by stem cell therapies by utilizing small molecule therapeutics to temporarily reactivate progenitor cells that are already located at the tissue target site within the body and are pre-programmed to make specific cell types. Our combinations of small molecules are designed to induce a progenitor cell to temporarily enter an active state, where it then divides asymmetrically, replacing itself (blue arrows) and regenerating a desired cell type (orange arrow). Asymmetric division occurs when organs naturally regenerate, so progenitor cells are thought to be maintained for future use. = Key attributes of our PCA platform Our discoveries in regenerative medicine allow us to activate the innate and under-utilized capabilities of progenitor cells. We believe our PCA platform represents a transformative step in the evolution of regenerative medicine by providing the following key attributes: • • • Activates progenitor cells in the right location. We overcome the major challenge of delivering and integrating cells into the proper location within tissue. Our small molecule therapeutic candidates activate the bodys own progenitor cells at the desired location in targeted tissues. Enables ease of manufacturing. We eliminate the need to remove and grow live cells ex vivo, which can be costly and complex to manufacture, difficult to control quality, and may pose potential safety risks. In contrast, our small molecule therapeutic candidates will be produced using standard manufacturing methods. Avoids permanent genetic changes. activate the innate genes that play a central role in the development of organs and tissues. This small molecule approach could create a disease-modifying or restorative effect without changing the bodys genetic code. In addition, we believe we avoid the risk of acquiring immune reactivity to our therapeutics, which is commonly associated with genetically modifying Instead of altering genes, our small molecules are designed to temporarily cells. ff Our therapeutic discovery process We utilize a proprietary process to identify small molecule combinations for activating progenitor cells. • Discovery in the right context. Traditional drug screening uses immortalized cell lines that are convenient for use in a laboratory but may not reflect the complex biology of tissue-specific cell types in the body. In our discovery process, we develop primary progenitor cell assays that are designed to maintain these cells in their natural state in order to increase the likelihood of successful drug discovery and translation into an effective tissue-specific therapeutic. 8 • Decoding and controlling activation pathways for progenitor cells. We use our accumulated insights into progenitor cell signaling and aging to identify biological pathways that may activate a specific progenitor cell. We then select and apply combinations of small molecules from our proprietary toolbox of compounds to modulate the chosen biological pathways and achieve PCA. By assessing our small molecule combinations in a highly relevant context, we and our collaborators a have applied this discovery process to identify compounds that activate progenitor cells in numerous tissues. Our hearing program We first applied our PCA platform to create FX-322, our lead product candidate designed to restore hearing function in patients with SNHL. We completed a Phase 1/2 clinical trial in 23 patients with stable SNHL in which we observed a statistically significant improvement in WR, a key measure of hearing function, and FX-322 was observed to be well- tolerated. We believe that FX-322 has the potential to meaningfully improve overall hearing function and significantly enhance quality of life for patients with hearing loss. In October 2019 we commenced dosing in a Phase 2a clinical trial of FX-322 in which we may enroll up to 96 patients ff establish the hearing signal seen in the Phase 1/2 study, evaluate the with stable SNHL. The goals of the trial are to further impact of multiple doses and provide insights on endpoints and patient population for further studies. The key efficacy endpoints are WR, WIN, and standard pure tone audiometry in the range of 250 to 8000 Hz. The exploratory efficacy endpoints are extended high frequency pure tone audiometry, the Tinnitus Functional Index, or TFI, and the Hearing Handicap Inventory in Adults, or HHIA. Frequencys Phase 2a clinical trial of FX-322 is a randomized, double blind, placebo-controlled single and repeat-dose clinical trial in which we may enroll up to 96 patients aged 18 to 65 with stable hearing loss, meaning that a patients hearing deficit has remained consistent over a defined period of time based on a patients audiograms. All subjects in the clinical trial have meaningful WR deficits including patients who are considered to have mild hearing loss. The Phase 2a clinical trial is also using validated measures of hearing function, including WIN, WR, and pure tone audiometry. Building upon the Phase 1/2 clinical trial, which only included one dose of FX-322, the Phase 2a study utilizes four dose cohorts, and all patients will be regularly tested over the course of seven months. As of March 26, 2020 the Phase 2a clinical trial was approximately at the halfway point of enrollment based on the original trial design and we are continuing to enroll and dose patients in the study. However, we have observed an impact on the Phase 2a clinical trial from the COVID-19 pandemic as several clinical trial sites have informed us that they have temporarily halted enrollment in the trial. We expect that the effecff ts of the pandemic may result in other clinical trial sites being similarly affected for an unknown period of time, slowing or temporarily halting patient enrollment and potentially impacting patient retention. As a result, we will provide updated guidance on the timing of completion and reporting of top- line data of the Phase 2a clinical trial once we better understand the extent of the impact of the COVID-19 pandemic on the trial. Nevertheless, we believe that, if necessary, we could achieve the key objectives of the Phase 2a clinical trial with fewer study subjects than originally designed. Impact and prevalence of hearing loss According to the WHO, approximately 800 million adults suffer from hearing loss worldwide, and, according to the NIH more than 90% of people with hearing loss have SNHL. Based on our estimates, we believe that 59 million people in the United States alone have SNHL. The WHO also estimates that 1.1 billion children and adults ages 12 to 35 years old are at risk for hearing loss from recreational noise exposure. In middle- and high-income countries, the WHO estimates that nearly 50% of people aged 12 to 35 listen to personal audio devices at unsafe sound levels. Moreover, damage from noise exposure in early childhood can render the ears more susceptible to the effects of aging. Noise exposure is difficult to avoid in modern society. Noise at restaurants, for example, routinely climbs into the high 70-decibel, or dB, range, equivalent to a canister vacuum cleaner, and sometimes to the mid-80 dB, as loud as a nearby diesel truck. 9 U.S. prevalence of hearing loss, including prevalence of SNHL generally, moderate-to-profound SNHL, and diagnosis of SNHL, divided between hearing loss in one ear or both ears, is shown in the grapha commissioned by us from Health Advances LLC. According to the study, U.S. prevalence of hearing loss is estimated to grow to more than 78 million patients by 2025. We estimate that the prevalence of patients with moderate to moderately severe SNHL is 30.3 million. below, which is from a study U.S. Hearing Loss Patient Population (2019) After a patient first complains of hearing loss, which is most often to their primary care physician, patients with SNHL are primarily managed by otolaryngologists, who are trained as ear, nose, and throat specialists, or ENTs. In the United States, there are about 13,000 audiologists and about 12,500 ENTs. Developing a therapeutic to potentially modifyff an underlying cause of SNHL may provide a critically important treatment option for this group of health-care providers and their patients. There are also further direct and indirect impacts on individuals suffering from SNHL. Hearing loss profoundly affects an individuals ability to participate in the social interactions of daily lifeff , which can lead to feelings of loneliness, isolation, and frustration. Untreated hearing loss is associated with a 50% increase in dementia and a 40% increase in depression. Adults with hearing loss also have higher unemployment rates than non-hearing-impaired adults, and a relationship between hearing loss and diminished employment and advancement opportunities has been reported. According to a 2017 study in the medical journal The Lancet, hearing loss is the largest modifiable risk factor for developing dementia. 10 Biology and measurement of hearing As shown in the figure below, we hear sounds when sound waves enter the inner ear and generate movement of the fluid in the cochlea, a portion of the inner ear that looks like a snail shell. This fluid movement causes hair cells within the cochlea to bend and in turn generate electrical signals that are transmitted to the brain via the auditory nerve. The cochlea is arranged so that hair cells at the base detect high frequencies and hair cells at the apex detect low frequencies. Humans are born with about 15,000 hair cells in the cochlea of each ear. Hair cells are commonly lost due to noise exposure in work settings, travel or leisure activities, or as a result of aging, certain viral infections or exposure to ototoxic drugs. Lost hair cells do not spontaneously regenerate. Over time, hearing loss can accumulate with greater prevalence at high frequencies. The left panel of the fiff gure below shows a picture of the inside of a healthy cochlea, with one row of inner hair cells, or IHCs, and three rows of outer hair cells, or OHCs. OHCs amplify or dampen sound volume and tune the cochlea to detect specific frequencies. IHCs convert sound waves into nerve impulses that are sent to the auditory nerve. Functional hair cells allow the auditory system to focus shows a cochlea after noise damage, with both IHCs and OHCs missing. on a sound and filter it appropriately throughout the cochlea. The right panel ff Healthy and Noise-Damaged Cochlea The two primary components for hearing testing are intelligibility, or the ability to understand spoken words, and the audibility or loudness of sound. While amplifying devices such as hearing aids can make sounds louder, they have limited ability to improve intelligibility, particularly in noisy environments. Intelligibility is particularly important to understand speech in social settings such as in meetings or at restaurants, where filtering sound is critical for communication. 11 Intelligibility is typically measured by playing a list of words that are repeated back by the person being tested and scoring based on the number of words that the person gets correct. The two validated testing methods of speech intelligibility that are most widely used by audiologists are: word recognition, or WR, where patients are asked to identify monosyllabic words delivered at a loud, but conversational volume level, and words-in-noise, or WIN, where patients are asked to identify monosyllabic words in the presence of background, multi-talker noise. Audibility is determined by measuring hearing function at different levels of loudness and pitch or frequency. Patients are most often tested using pure tone audiometry, in which a tone is played at a particular frequency and patients are asked to indicate whether they can hear the tone at varying levels of loudness. Loudness is recorded in dB. Frequency is recorded in Hertz, or Hz, and is generally measured in the range of 250 to 8000 Hz. According to the WHO, normal hearing is defined as the ability to hear sounds at a loudness value of less than 26 dB, which is the average of loudness values measured at a range of low, middle, and high frequencies, such as 500, 1000, 2000, and 4000 Hz. The larger the loudness value needed for a patient to hear sounds the greater the decline in hearing function, or more severe hearing loss. The graphic severity of hearing loss across a range of frequencies based on the American Speech-Language-Hearing Association scale. below depicts the a Limitations of current treatment options Current treatment options for hearing loss have significant limitations and none are disease modifying. The only available treatments for hearing loss are hearing aids, or in extreme cases, cochlear implants. No drug therapies have been approved by the FDA or, to our knowledge, by other regulatory bodies, for the treatment of SNHL. Hearing aids Hearing aids help many patients cope with mild-to-moderate hearing loss and are used or have been tried by more than 10 million patients in the United States. Only one in four patients with hearing loss has ever used hearing aids, and approximately half of patients who seek medical assistance for their hearing loss do not get hearing aids. Limitations of hearing aids include: • • • Poor sound quality. Hearing aids amplify sounds, allowing patients to perceive sounds that would otherwise be too soft for them to hear, but do not address the loss of hair cells, which determine sound quality and intelligibility, particularly in noisy environments. Challenges in social settings. The wide range of frequencies and sharp tuning provided by hair cells enables the auditory system to accurately recognize and distinguish different sounds, allowing the brain to focus on a single sound source. Hearing aids on the other hand typically amplify all sounds and do not enable this important sound-processing capability. As a result, interactions in social settings, which require distinguishing one speaker among many sound sources, are significantly impaired. Difficulties with background noise. Patients with hearing loss may become more sensitive to background noise, and many patients with hearing aids turn them off in noisy environments. 12 • • Stigma associated with wearing a visible device. Some patients refuse to wear hearing aids, or do not wear them regularly, as they do not want to be stigmatized or identified as having a physical handicap. Need for maintenance. Hearing aids must be replaced, on average, every four to six years, need regular battery replacement, and can require repair due to damage during use. Medicare and most private insurance plans do not pay for hearing aids, and most patients must pay for these devices out of pocket. Cochlear Implants Patients with severe or profound hearing loss who have not been helped by hearing aids may be candidates for a cochlear implant. Of the roughly one million people in the United States who qualify, only about 100,000 patients have cochlear implants. Cochlear implants comprise an external microphone, sound processor and transmitter system, which receive sounds from the environment, and an implanted receiver and electrode system that directly stimulates the auditory nerve. Cochlear implants do not mimic natural hearing, and patients with cochlear implants need to learn to interpret the low- resolution electric signal produced by the device as sound. Cochlear implants also require an invasive, costly surgical procedure. Our lead product candidate: FX-322 Using our PCA platform, we are developing our lead product candidate, FX-322, for the treatment of SNHL. FX-322 is designed to treat the underlying cause of SNHL by regenerating hair cells through activation of progenitor cells already present in the cochlea. We believe that FX-322 has the potential to meaningfully improve overall hearing function and significantly enhance quality of life for patients with hearing loss. Mechanism of Action By studying the most regenerative organ in the body, the intestine, we discovered that signaling for proliferation and for cell growth, using a glycogen synthase kinase 3, or GSK3, inhibitor and inhibiting histone deacetylase, or differentiation among stem cells could be replicated with small molecules. Specifically, activating the Wnt pathway, which is fundamental ff HDAC, caused intestinal stem cells expressing the protein Lgr5 to proliferate. The inner ear contains progenitor cells with the Lgr5 protein that do not regenerate on their own. On the hypothesis that these progenitor cells lacked the signals required for regeneration, we applied a GSK3 inhibitor and HDAC inhibitor to these cells and found that they proliferated and regenerated lost hair cells. Based on this discovery, we created FX-322, which is a proprietary combination of an FDA- approved HDAC inhibitor, sodium valproate, and a new chemical entity that inhibits GSK3. Administration FX-322 is our proprietary thermoreversible polymer formulation that is administered through the eardrum, or intratympanically, into the middle ear in a procedure that takes approximately 10 to 15 minutes. The intratympanic administration procedure is generally well-tolerated and is routinely performed by ENTs as an office-based procedure. FX- 322, which is liquid at room temperature, gels at body temperature inside the middle ear, allowing the active ingredients to diffuse into the inner ear and reach the cochlea. Similar thermoreversible polymer formulations have been used in FDA- approved products for other indications in the ear. 13 The image below shows delivery of FX-322 that turns to a gel in the middle ear. The drug diffuses into the cochlea and is expected to create the greatest concentration of drug in the high frequency region of the cochlea. Clinical results Phase 1/2 clinical trial We conducted a Phase 1/2 clinical trial of FX-322 in which we enrolled 23 adult patients aged 33 to 64 with an a diagnosis of mild to moderately severe stable SNHL, defined as the average pure tone value of 26 to 70 dB at the established 500, 1000, 2000 and 4000 Hz frequencies, who had no change of 10 db or more at any frequency for more than six months. Fourteen patients had mild SNHL and nine patients had moderate to moderately severe SNHL. Of the nine moderate to moderately severe patients, six were randomized to FX-322 and three to placebo. In this trial, 15 patients were treated with a single injection of FX-322 and eight patients received placebo. Each patient had a documented medical history consistent with either noise-induced hearing loss, or NIHL, typically from noise exposure at work, or sudden SNHL, or SSNHL, which is characterized as a loss of 30 dB at three adjacent frequencies occurring over a 72-hour period. All patients had stable SNHL, meaning their hearing function at study entryrr was not significantly different based on a documented audiogram from at least six months prior to the study. Hearing function, specifically speech intelligibility, was assessed using WR and WIN. Hearing loudness was also measured using pure tone audiometry. Patients were randomized to a single injection of FX-322 or placebo administered at one of two different dose volumes (0.05 mL and 0.2 mL) to assess the safety of FX-322 administration and systemic exposure to FX-322. Follow-up visits occurred at 15, 30, 60, and 90 days after injection. The objectives of the trial were to assess: • • • the systemic safety of FX-322; the plasma pharmacokinetic profile to determine the systemic exposure to FX-322; and the effect of FX-322 on measures of ear health and hearing function. FX-322 was observed to be well-tolerated in this trial. No serious adverse events were observed, and all treatment- related adverse events were mild, procedure-related, and generally resolved within minutes after dosing. We also observed limited concentrations of the FX-322 components in systemic circulation. In addition to the prospective analysis, we conducted a prospective statistical analysis where we tested whether the Day 90 WR value for each patient fell outside of the 95% confidence interval compared to their baseline WR value. A confidence interval, or CI, is a range of values in which, statistically, there is a specified level of confidence where the result lies. In this patient-by-patient analysis, we observed statistically significant and clinically meaningful increases in WR in four of 15 patients treated with FX-322 at Day 90, who were among the six FX-322 patients that had moderate to moderately severe SNHL (as shown in the figure below).We also observed improvements for the two remaining FX-322 patients in the study that had moderate to moderately severe SNHL in the range of 30-50% from their baseline score, but these improvements were not statistically significant . 14 There was no apparent association between WR improvements and whether the patients had stable NIHL, or stable SSNHL, and similar results were obtained with both dose volumes. This is consistent with published work showing drug delivery to the cochlea depends more on the concentration of the drug than the volume of injection. There were no clinically meaningful WR improvements observed in the placebo group. We also performed a post hoc analysis that showed a statistically significant improvement in WR by all FX-322-treated patients versus all placebo patients (p=0.010). A p value, as expressed in the data above, is the probability that the difference between two data sets was due to chance. The smaller the p value, the more likely the differences are not due to chance alone. In general, if the p value is less than or equal to 0.05, the outcome is statistically significant. The data are presented as adjusted mean relative percent change from baseline in the figure below. FX-322 treated patients saw improvements as early as 15 days after treatment that were sustained over 90 days. Word Recognition 15 We performed an additional post hoc analysis on WIN data. As shown in the figure below, the adjusted mean relative percent change from baseline was assessed at 15, 30, 60, and 90 days after injection, and a trend in improvement was seen in FX-322-treated patients versus placebo. Also, there were non-statistically significant trends in improved WIN scores at Day 90 in the four FX-322, treated patients that had statistically significant and clinically meaningful improvements in WR in the prospective statistical analysis. Words-In-Noise We assessed audiometric changes from 250 Hz to 8000 Hz for all patients. Since drug enters closest to the high frequency region, the greatest drug exposure is expected to occur in the high frequency region. While no statistical differences were observed at any frequency when comparing pooled treatment groups, four of the moderate to moderately severe FX-322 patients showed a 10 dB threshold improvement at 8000 Hz at Day 90. Phase 2a clinical trial Based on our analysis of the data from our Phase 1/2 clinical trial, we initiated a randomized, double-blind, placebo- controlled, single- and repeat-dose Phase 2a clinical trial of FX-322 in the fourth quarter of 2019. We are in the process of enrolling up to 96 adults aged 18 to 65 with stable SNHL at up to approximately 20 sites in the United States. As in the Phase 1/2 clinical trial, patients must have a documented medical history consistent with either stable NIHL or stable SSNHL, meaning that a patients hearing deficit has remained consistent over a defined period of time based on a patients audiograms. All subjects in the clinical trial have meaningful word recognition deficits including patients who are considered to have mild hearing loss. To explore how a single dose compares to multiple doses of FX-322, we are randomizing patients to one of four groups, each of which will receive four injections, once per week at weekly intervals starting at the initial visit. Group 1 will receive one injection of FX-322 and three injections of placebo. Group two will receive two injections of FX-322 and two injections of placebo. Group three will receive four injections of FX-322. Group four will receive four injections of placebo. Patients will have follow-up visits two weeks after dosing and then monthly for seven months. The efficacy endpoints of this trial are WR, WIN, and pure tone audiometry in the range of 250 to 8000 Hz. The exploratory efficacy endpoints are the Tinnitus Functional Index, the Hearing Handicap Inventory for Adults, and pure tone audiometry in the range of 9000 to 16000 Hz. The selection of the efficacy endpoints in this study builds on the learnings from the Phase 1/2 trial, and we believe will add to our knowledge on the potential ways in which FX-322 may improve hearing function. d 16 As of March 26, 2020, the Phase 2a clinical trial was approximately at the halfway point of enrollment based on the original trial design and we are continuing to enroll and dose patients in the study. However, we have observed an impact on the Phase 2a clinical trial from the COVID-19 pandemic as several clinical trial sites have informed us that they have temporarily halted enrollment in the trial. We expect that the effecff ts of the pandemic may result in other clinical trial sites being similarly affected for an unknown period of time, slowing or temporarily halting patient enrollment and potentially impacting patient retention. As a result, we will provide updated guidance on the timing of completion and reporting of top- line data of the Phase 2a clinical trial once we better understand the extent of the impact of the COVID-19 pandemic on the trial. Nevertheless, we believe that, if necessary, we could achieve the key objectives of the Phase 2a clinical trial with fewer study subjects than originally designed. Preclinical studies Prior to commencing clinical trials, we tested FX-322 in multiple preclinical studies, including in human cells ex vivo and functional hearing tests in mice in vivo. In in vitro testing of isolated human inner ear progenitor cells with the compounds comprising FX-322, we observed the formation of new progenitor cells and their subsequent conversion into hair cells. We also observed translation across species in our in vitro studies of the inner ear progenitor cells from rhesus macaques in which a similar expansion of cell numbers were observed as in the in vitro studies of human cells. We also conducted ex vivo testing in intact cochlea isolated from mice. To cause hair cell loss, we exposed the cochlea for 16 hours to an aminoglycoside antibiotic that is toxic to hair cells. We then treated the cochlea for 72 hours with the compounds comprising the active agents in FX-322. Aminoglycoside treatment (left panel in the figure below) killed more than 80% of the hair cells in the cochlea (shown in green). By contrast, cochlea treated with the compounds in FX-322 (shown in the middle panel) regenerated hair cells to a near native level, as shown graphically in the right panel. Restoration of Hair Cells in Mouse Cochlea 17 We also tested FX-322 in a mouse model of severe noise-induced hearing loss. Following noise exposure, 47 mice were treated with FX-322 and 37 were treated with placebo. Hearing function was measured using auditory brainstem response, or ABR, in which the signal generated by the auditory nerve upon sensing sound is detected by electrodes on the scalp. We performed ABR testing after 24 hours, and measured hearing recovery after 30 days. The figure below shows the percentage of mice treated with FX-322 (shown in orange) or with placebo (shown in blue) that achieved a hearing recovery of at least 10 dB at 20000 Hz, a mid-range frequency for mice. The improvement observed in the placebo-treated mice was due to recovery of temporary effects not related to hair cell death, which is typical following acute hearing loss. Hearing Recovery in Mice Treated with FX-322 We have also conducted pharmacokinetic tests in multiple species in which we observed that FX-322 administration achieved therapeutic levels of the active pharmaceutical ingredients in the cochlea. Our multiple sclerosis program We have initiated a discovery program in MS after identifying MS as a degenerative disease that has the potential to be treated with small molecules that activate oligodendrocyte progenitor cells leading to remyelination. In 2017, we initiated a relationship with Scripps, where researchers had discovered that anti-muscarinic agents activate oligodendrocyte progenitor cells in the brain. We are pursuing this and other approaches to stimulating myelination of axons in MS. Oligodendrocytes are responsible for making myelin, the protective sheath that covers nerve fibers. We believe that stimulating progenitor cells in the central nervous system to grow oligodendrocytes and remyelinate axons could potentially reverse the damage caused by the immune system in MS. The potential for anti-muscarinic drugs to treat the symptoms of MS was supported by an independently-run, double- blinded Phase 2 cross-over study entitled Clemastine Fumarate as a Remyelinating Therapy for Multiple Sclerosis (ReBUILD), conducted at the University of California, San Francisco. In the ReBUILD study, 50 adult, relapsing-remitting MS patients with optic neuropathy were randomized to either clemastine, which has anti-muscarinic and anti-histaminic activity, or placebo, both in combination with standard of care. The primary endpoint of the study was visual evoked potential latency, or VEP, a test commonly used for optic neuritis and other demyelinating events, such as MS. Patients treated with clemastine showed an improvement in VEPs indicating remyelination of optic nerve axons. The results of this study were published in the medical journal The Lancet and showed a statistically significant improvement in VEP in patients treated using a single agent, clemastine. We have been applying our expertise in finding synergistic combinations of small molecules for activating progenitor cells to the treatment of MS. We have licensed the worldwide rights to the related Scripps patent estate and are continuing to advance this discovery both on our own and through a sponsored research arrangement with Scripps. Through this work we have discovered combinations that enhance both in vitro and in vivo remyelination over single agents, and have obtained a worldwide, exclusive license from Cambridge for one such combination. We are working to identify a product candidate for the treatment of MS, and we plan to submit an IND to the FDA for an MS product candidate in the second half of 2021. Overview of multiple sclerosis According to the National Multiple Sclerosis Society, nearly one million people in the United States are living with MS. The symptoms of MS include numbness or tingling, weakness, dizziness and vertigo, spasticity, vision problems, sexual problems, bladder or bowel problems, pain, cognitive changes, emotional changes, and depression. Most MS is initially relapsing-remitting MS in which patients experience periods of new or relapsing symptoms followed by recovery and periods of remission. As the disease progresses the ability of the body to remyelinate axons decreases. This leads to a progressive neurological deficit. 18 The FDA has approved a number of disease-modifying therapies for MS that reduce the immune system attack, which may reduce the number of relapses, delay progression of disability, and limit new disease activity. However, none of these products repair the central nervous system or lead to remyelination of the nerve fibers, and there is no cure for MS. Our program aims to induce OPCs (Oligodendrocyte Precursor Cells) to become functional myelinating oligodendrocytes leading to myelin repair. Leveraging our PCA platform for future applications In addition to our hearing and MS programs, we believe our PCA platform has the potential to address a wide range of clinical applications. In directing our internal research, research collaborations, and in-licensing efforts, areas of high unmet medical need for which the underlying disease process involves loss or degeneration of key cells that could be reversed using PCA. We believe the PCA platform could further be applied to diseases of the muscle, gastrointestinal tract, skin, and bone. We intend to continue to identify areas with high unmet need where our PCA platform and novel approach to regenerative medicine could lead to potentially disease-modifying therapeutics functional tissues and improve patients lives. we intend to target that create healthy a ff Manufacturing Our product candidates consist of small chemical compounds to stimulate cell and tissue regeneration in vivo. As a result, we can rely on the well-established and available manufacturing and drug-delivery technologies developed over decades by the pharmaceutical industry. We source our active pharmaceutical ingredients from contract manufacturers with a track record of FDA-compliant manufacturing. After rigorous internal and external quality control testing, we release these materials to additional contract manufacturers for formulation and packaging into final drug product for use in clinical testing. We expect to use a similar hybrid of internal and contract resources for commercialization of our products, at least until our operations reach a scale sufficient to justify investment in internal manufacturing capacity. Commercialization We intend to directly market and commercialize our lead product candidate, FX-322 for the treatment of SNHL, if approved in the United States, by developing our own sales and marketing force, targeting ENTs and audiologists. Under the Astellas Agreement, Astellas has the right to market and commercialize FX-322 for the treatment of SNHL, if approved, outside of the United States. For any other product candidates that may be approved, we intend to establish marketing and commercialization strategies for each as we approach potential approval, and expect to be able to leverage our then-existing sales and marketing force. Intellectual property We strive to protect and enhance the proprietary technology, inventions, and improvements that are commercially important to the development of our business, including by seeking, maintaining, and defending patent rights, whether developed internally or licensed from third parties. We also rely on trade secrets, know-how, continuing technological innovation, and in-licensing opportunities to develop, strengthen, and maintain our proprietary position in our field. Our future commercial success depends, in part, on our ability to: obtain and maintain patent and other proprietary protection for commercially important technology, inventions, and know-how related to our business; defend and enforce ff intellectual property rights, in particular our patent rights; preserve the confidentiality of our trade secrets; and operate without infringing, misappropriating, or violating the valid and enforceable patents and proprietary rights of third parties. Our ability to stop third parties from making, using, selling, offering to sell, or importing products identical or similar to ours may depend on the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities. our The patent positions of biotechnology and pharmaceutical companies like ours are generally uncertain and can involve complex legal, scientific, and factual issues. We cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient proprietary protection from competitors. We also cannot ensure that patents will issue with respect to any patent applications that we or our licensors may file in the future, nor can we ensure that any of our owned or licensed patents or future patents will be commercially useful in protecting our product candidates and methods of manufacturing the same. In addition, the coverage claimed in a patent application may be significantly reduced before a patent is issued, and its scope can be reinterpreted and even challenged after issuance. As a result, we cannot guarantee that any of our products will be protected or remain protectable by enforceable patents. Moreover, any patents that we hold may be challenged, circumvented, or invalidated by third parties. See Risk factorsRisks related to our intellectual property for a more comprehensive description of risks related to our intellectual property. 19 In an effort to secure our intellectual property positions we generally file patent applications directed to our programs. As of February 29, 2020, we owned, licensed, or have an option to license 42 patent families. These patent families include 13 pending Patent Cooperation Treaty (PCT) applications, 20 U.S. patents, 25 ex-U.S. patents, 76 pending ex-U.S. patent applications, and three pending U.S. provisional applications. The intellectual property portfolio for our lead programs as of February 29, 2020, are summarized below. Prosecution is a lengthy process, during which the scope of the claims initially submitted for examination by the U.S. Patent and Trademark Office may be significantly narrowed before issuance, if issued at all. We expect this may be the case with respect to some of our pending patent applications referred to below. Hearing loss The patent portfolio for our Hearing Loss program is based upon our owned and in-licensed patent families that include patents and patent applications directed generally to compositions of matter, pharmaceutical compositions, and methods of using the same to treat hearing loss; and specifically directed to compositions of matter of our lead product FX-322, pharmaceutical compositions of FX-322 and methods of using the same to treat hearing loss. The in-licensed patents and patent applications are subject to license agreements with Massachusetts Institute of Technology and Massachusetts Eye and Ear Infirmary described herein. As of February 29, 2020, we have rights to, through ownership and in-licensing, 35 patent families, including 18 U.S. patents, 23 foreign patents, 22 pending U.S. nonprovisional patent applications, 69 pending foreign patent applications, 10 pending PCT applications, and 3 pending U.S. provisional patent applications for treating hearing loss, both generally and using FX-322. While we believe that the specific and generic claims contained in our issued U.S. patents provide protection for the composition of matter and the method of using FX-322 to treat hearing loss and/or diseases associated with the absence patents. If any such claims are invalidated or rendered unenforceable for any reason, we will lose valuable intellectual property rights, and our ability to prevent others from competing with us would be impaired. Any U.S. or ex-U.S. patents that may issue from pending applications that we control, if any, for our hearing program, including our lead product FX-322, are projected to have a statutory expiration date in between 2035 and 2040, excluding any additional term for patent term adjustments or patent term extensions, if applicable. or lack of certain tissue cells, third parties may nevertheless challenge such claims in our a Multiple sclerosis program We plan to use a similar intellectual property strategy when building protection with respect to other programs. Within our MS program, we advise on a portfolio of intellectual property directed to the treatment of MS, through ownership and exclusive in-licensing from Scripps and Cambridge. As of February 29, 2020, no development candidate has been designated, but the intellectual property portfolio for our MS research program currently includes three patent families including two U.S. patents, two foreign patents, two pending U.S. nonprovisional patent applications, three foreign patent applications, and one pending PCT application. While we believe that the specific and generic claims, contained in our U.S. and ex-U.S. patents provide protection for the claimed pharmaceutical compositions and methods of use third parties may nevertheless challenge such claims. If any such claims are invalidated or rendered unenforceable for any reason, we will lose valuable intellectual property rights, and our ability to prevent others from competing with us would be impaired. Any U.S. or ex-U.S. patents that may issue from pending applications that we control, if any, for our MS are projected to have a statutory expiration date between 2032 and 2039, excluding any additional term for patent term adjustments or patent term extensions. The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries in which we file, the patent term is 20 years from the earliest date of filing a non-provisional patent application. In the United States, the term of a patent covering an FDA-approved drug may, in certain cases, be eligible for a patent term extension under the Hatch-Waxman Act as compensation for the loss of patent term during the FDA regulatory review process. The period of extension may be up to five years, but cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval. Only one patent among those eligible for an extension and only those claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended. Similar provisions are available in Europe and in certain other jurisdictions to extend the term of a patent that covers an approved drug. It is possible that issued U.S. patents covering the use of products from our intellectual property may be entitled to patent term extensions. If our use of drug candidates or the drug candidate itself receive FDA approval, we intend to apply for patent term extensions, if available, to extend the term of patents that cover the approved patent term extensions in any jurisdictions where available, however, there is no guarantee that the applicable authorities, including the FDA, will agree with our assessment of whether such extensions should be granted, and, even if granted, the length of such extensions. use or drug candidate. We also intend to seek a 20 In addition to patent protection, we rely upon unpatented trade secrets and confidff ential know-how and continuing technological innovation to develop and maintain our competitive position. However, trade secrets and confidential know- how are difficult to protect. We seek to protect our proprietary information, in part, using confidentiality agreements with any collaborators, scientific advisors, employees and consultants and invention assignment agreements with our employees. We also have agreements requiring assignment of inventions with selected consultants, scientific advisors, and collaborators. These agreements may not provide meaningful protection. These agreements may also be breached, and we may not have an adequate remedy for any such breach. In addition, our trade secrets and/or confidential know-how may become known or be independently developed by a third party, or misused by any collaborator to whom we disclose such information. Despite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects of our products or obtain or use information that we regard as proprietary. Although we take steps to protect our proprietary information, third parties may independently develop the same or similar proprietary information or may otherwise gain access to our proprietary information. As a result, we may be unable to meaningfully protect our trade secrets and proprietary information. Our commercial success will also depend in part on not infringing upon the proprietary rights of third parties. It is uncertain whether the issuance of any third-party patent would require us to alter our development or commercial strategies, or our drugs or processes, obtain licenses, or cease certain activities. Our breach of any license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future drugs may have an adverse impact on us. If third parties have prepared and filed patent applications prior to March 16, 2013, in the United States that also claim technology to which we have rights, we may have to participate in interference proceedings in the United States Patent and Trademark Office, or USPTO, to determine priority of inventions. See Risk factorsRisks related to our intellectual property for a more comprehensive description of risks related to our intellectual property. License and collaboration agreements Astellas Pharma Inc. In July 2019, we entered into the Astellas Agreement with Astellas, under which we granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, or the Astellas licensed products, including our product candidate FX-322, outside of the United States. We also granted Astellas a right of first negotiation and a right of last refusal if we enter into any negotiation or agreement of any kind (other than an acquisition of all of our stock or assets) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas licensed products in the United States. We and Astellas have agreed to jointly develop the Astellas licensed products, including carrying out joint studies. Each party has agreed to use commercially reasonable efforts to carry out development activities assigned to it under an agreed-upon development plan. Astellas has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas licensed product in SNHL and in age-related hearing loss, in each case, in one major Asian country and one major European country. We have agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas licensed product in the United States. Astellas has the sole right to commercialize the Astellas licensed products outside of the United States, and we have the sole right to commercialize the Astellas licensed products in the United States. Astellas has agreed to use commercially reasonable efforts to commercialize Astellas licensed products in a major Asian country and a major European country following receipt of regulatory approval in such countries. As consideration for the licensed rights under the Astellas agreement, Astellas paid us an upfront payment of $80.0 million in July 2019 and has agreed to pay potential development milestone payments up to $230.0 million. Specifically, we would receive development milestone payments of $65.0 million and $25.0 million upon the first dosing of a patient in a Phase 2b clinical trial for SNHL in Europe and Asia, respectively, and $100.0 million and $40.0 million upon the first dosing of a patient in a Phase 3 clinical trial for SNHL in Europe and Asia, respectively. If the Astellas licensed products are successfully commercialized, we would be eligible for up to $315.0 million in potential commercial milestone payments and also tiered royalties at rates ranging from low- to mid-teen percentages. The Astellas Agreement remains in effect until the expiration of all royalty obligations. Royalties are paid on a licensed product-by-licensed product and country-by-country basis until the latest of (i) the expiration of the last valid claim in the licensed patent rights with respect to such Astellas licensed product in such country or (ii) a set number of years from the firff st commercial sale of such Astellas licensed product in such country. Astellas may terminate the Astellas Agreement at will upon 60 days written notice. Each party has the right to terminate the Astellas Agreement due to the other partys material breach if such breach remains uncured for 90 days (or 45 days in the case of nonpayment) or if the other party becomes bankrupt. 21 Massachusetts Institute of Technology In December 2016, we entered into an Exclusive Patent License Agreement, or the MIT License, with the Massachusetts Institute of Technology, or MIT, under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease, and import products, or the MIT licensed products, and to develop and perform processes, or the MIT licensed processes, which incorporate the licensed technology for the treatment of disease, including, but not limited to, the prevention and remediation of hearing loss. We also have the right to grant sublicenses under the MIT License. MIT and Brigham and Womens Hospital retain the right on behalf of themselves and all other nonprofit research institutions to practice the licensed patent rights for nonclinical research, teaching, and educational purposes. We are required to use diligent efforts ff to develop and commercialize the MIT licensed products or processes and to make such products or processes reasonably available to the public. We are also subject to certain development obligations with regards to a first MIT licensed product. We have satisfied certain obligations related to preclinical studies and the filing of an IND for a first MIT licensed product with our development activities related to FX-322. Our future development obligations are: (i) to commence a Phase II clinical trial for such product within two years of the IND filing for such product, (ii) to commence a Phase III clinical trial for such product within five years of the IND filing for such product, (iii) to file a New Drug Application, or NDA, or equivalent with the FDA or comparable European regulatory agency for such product within nine years of the IND filing for such product, and (iv) to make a fiff rst commercial sale of such product within 11 years of the IND filing for such product. We also have certain development obligations with regards to a second MIT licensed product. If we fail to meet our development obligations, other than those relating to a second MIT licensed product, MIT may terminate the MIT License. In the event that we have failed to fulfiff ll our development timeline obligation with respect to a second MIT licensed product and fail to cure such breach within 90 days of written notice by MIT, MIT may restrict the licensed field to the prevention and remediation of hearing loss in humans and animals. We do not have the right to control prosecution of the in-licensed patent applications, and our rights to enforce the in-licensed patents are subject to certain limitations. Upon entering the MIT License, we paid a $50 thousand license fee payment and issued to MIT shares of our common stock equal to 5% of our then-outstanding capital stock. We are required to pay certain annual license maintenance fees ranging from $30 thousand to $0.1 million per year prior to first commercial sale of a MIT licensed product and an annual license maintenance fee of $0.2 million every year afterwards, which may be credited to running royalties during the same calendar year, if any. We are also required to make potential milestone payments in an aggregate amount of up to $2.9 million on each MIT licensed product or process. In addition, we agreed to pay a low single-digit royalty on the MIT licensed products and processes and a 20% royalty on sub-license revenues. In 2019, we paid MIT $16.0 million dollars representing the royalty on the upfront payment received from Astellas. The MIT License will remain in effecff t until the expiration or abandonment of all licensed issued patents and filed patent applications, unless terminated earlier. We have the right to terminate for any reason upon three months prior written notice. MIT has the right to terminate immediately if we cease to carry on any business related to the MIT License. MIT may also terminate the MIT License for our material breach if such breach remains uncured for 90 days (or 30 days in the case of nonpayment). MIT may also terminate the MIT License if we or our affiliates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed, or if our sub-licensee commences such actions and we do not terminate such sub-license within 30 days after MITs demand. MIT has the right to increase all payments due by us, instead of terminating the MIT License in the case of a patent challenge. In May 2019, the MIT License was amended to update the diligence milestones for a second MIT licensed product. Massachusetts Eye and Ear Infirmary In February 2019, we entered into an Non-Exclusive Patent License Agreement, or the MEEI License, with the Massachusetts Eye and Ear Infirmary, or MEEI, under which we received a non-exclusive, non-sub-licensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products and to develop and perform processes that incorporate the licensed technology for the treatment or prevention of hearing loss, or the MEEI licensed products. We are obligated to use diligent efforts to develop and commercialize the MEEI licensed products. We are also subject to milestone timeline obligations to dose a first patient in a Phase II trial by December 31, 2020 and to dose a first patient in a Phase III trial by December 31, 2024. We do not control the filing, prosecution, enforcement, and defense of any licensed patent rights. 22 Upon entering the MEEI License, we made a $20 thousand license fee payment. We are obligated to pay certain annual license maintenance fees between $5 thousand and $7.5 thousand per each MEEI patent family case number included in the licensed MEEI patent rights prior to first commercial sale of an MEEI licensed product. We are also obligated to pay a minimum annual royalty payment of $15 thousand per each MEEI patent family case number included in the licensed MEEI patent rights after first commercial sale of an MEEI licensed product. We are also obligated to make milestone payments up to $350 thousand on each product or process that incorporates the licensed patent rights. In addition, we have agreed to pay a low single-digit royalty on products and processes that incorporate the licensed patent rights. The MEEI License remains in effect until all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned, unless terminated earlier. We have the right to terminate the MEEI License at will by 30 business days advance written notice to MEEI. MEEI has the right to terminate the MEEI License (i) if we fail to make any payment due within 30 business days after MEEI notifies us of such failure, (ii) if we fail to maintain required insurance, (iii) upon 45 business days written notice if we become insolvent, or (iv) for any other default by us that is not cured within 60 business days of receipt of written notice. MEEI also has the right to terminate if we or our affiliates challenge the validity of the licensed patent rights. The Scripps Research Institute (California Institute for Biomedical Research) In September 2018, we entered into a license agreement, or the CALIBR License, with the California Institute for Biomedical Research, or CALIBR, a division of Scripps, under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products, or the CALIBR licensed products, which incorporate licensed technology for the treatment of MS. We also have the right to grant sublicenses under the CALIBR License. CALIBR reserves the right to use for itself and the right to grant nonexclusive licenses to other nonprofit or academic institutions for any internal research and educational purposes. We have agreed to use commercially reasonable efforts to develop, manufacture, and sell at least one CALIBR licensed product. We are also subject to certain milestone timeline obligations to: (i) submit an IND (or equivalent) for a CALIBR licensed product by the 30th month after the effective date of the CALIBR License, (ii) initiate a Phase II clinical trial (or equivalent) for a CALIBR licensed product by the fourth initiate a Phase III clinical trial (or equivalent) for a CALIBR licensed product by the sixth anniversary of the effecff of the CALIBR License. We do not have the right to control prosecution of the in-licensed patent applications, and our rights to enforce the in-licensed patents are subject to certain limitations. anniversary of the effective date of the CALIBR License, and (iii) tive date ff Upon entering the CALIBR license, we made a $1.0 million license fee payment, and are required to make milestone payments in an aggregate amount of up to $26.0 million for each category of CALIBR licensed products. Category 1 is any CALIBR licensed products containing a compound that modulates any muscarinic receptor, and Category 2 is any CALIBR licensed products not included in Category 1 that could differentiate oligodendrocyte precursor cells from in vitro studies and/or are active in animal models relevant to MS. We are also required to pay a mid-single-digit royalty on CALIBR licensed products and a royalty on sub-license revenues ranging from a low-teen percentage to 50%. The CALIBR License continues in effect until expiration of all our obligations to pay royalties. Royalties are payable by us on a country-by-country and licensed-product-by-licensed product basis upon the later of (i) the expiration or abandonment of all valid claims of the licensed patent rights in such country and (ii) 10 years from the fiff rst commercial sale of each CALIBR licensed product in such country. We may terminate the CALIBR License at will upon 30 days prior written notice. We may also elect to terminate our license to one or more licensed patents in any or all jurisdictions by giving 90 days prior written notice to CALIBR. CALIBR may terminate the CALIBR License for our material breach if such breach remains uncured for 30 days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if we fail to use diligent efforts to develop and commercially exploit CALIBR licensed products. The Scripps Research Institute In September 2018, we entered into a Research Funding and Option Agreement, or the Scripps option agreement, with Scripps, under which we were granted an exclusive option to acquire an exclusive, sublicensable, worldwide license under certain intellectual property related to the treatment of MS. If we exercise such option, the CALIBR License shall be amended to include such intellectual property. 23 As consideration for the Scripps option agreement, we are required to make funding payments totaling $0.7 million to Scripps to support its research activities. Scripps has agreed to use reasonable efforts to perform the research program pursuant to the Scripps option agreement. The Scripps option agreement was renewed in 2019 for a second year by mutual written agreement. We have the right to terminate by giving 90 days advance written notice. Scripps has the right to terminate in the event of nonpayment by us that remains uncured for 10 days. Each party has the right to terminate in the event of the other partys material breach that remains uncured for 60 days or if the other party becomes bankrupt. Cambridge Enterprise Limited In December 2019, we entered into an Exclusive Patent License Agreement, or the Cambridge License, with Cambridge, under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products, or the Cambridge licensed products, which incorporate licensed technology for the treatment of demyelinating diseases. We also have the right to grant sublicenses under the Cambridge License. Cambridge reserves the right to use for itself (as well as for the inventors and the funder) licenses to other academic institutions for any academic publication, research and teaching and clinical patient care. and the right to grant nonexclusive ff t We have agreed to use diligent and good faith efforts to develop and commercially exploit at least one Cambridge licensed product. Upon entering into the Cambridge License, we made a $50.0 thousand license fee payment. We are obligated to pay an annual license fee of $50.0 thousand. We are also obligated to make milestone payments up to $10.5 million on each Cambridge licensed product. In addition, we have agreed to pay a low single-digit royalty on products that incorporate the licensed patent rights, subject to offset in certain circumstances. The Cambridge License continues in effect on a country-by-country basis until the expiration or revocation, without right of further appeal, of all licensed issued patents and filed patent applications, unless terminated earlier. We have the right to terminate for any reason upon 90 days prior written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if we fail to diligently develop and commercially exploit at least one Cambridge licensed product or we or our affiliates or sub-licensees commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed. Competition As a clinical-stage biotechnology company, we face competition from a wide array of companies in the pharmaceutical, biotechnology, and medical device industries. These include both small companies and large companies with much greater financial and technical resources and far longer operating histories than our own. We also compete with the intellectual property, technology, and product development efforts of academic, governmental, and private research institutions. Our competitors may have significantly greater financial resources, established presence in the market, expertise in research and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and reimbursement, and marketing approved products than we do. These competitors also compete with us in recruiting and retaining qualified scientific, sales, marketing, and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. The key competitive factors affecting the success of any product candidates that we develop, if approved, are likely to be their efficacy, safety, convenience, price, and the availability of reimbursement from government and other third-party payors. Our commercial opportunity for any of our product candidates could be reduced or eliminated if our competitors develop and commercialize products that are more effective, have fewer or less severe side effects, are more convenient, or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours and may commercialize products more quickly than we are able to. 24 We are aware of the following ff competitors in the areas that we are initially targeting: Hearing loss We expect FX-322 to compete with hearing aids and cochlear implants. There are dozens of hearing aid brands, although approximately 80% of these devices are manufactured by four leading companies. There are three manufacturers of cochlear implants that market in the United States. We are also aware of two companies with potential therapies to regenerate hair cells currently in clinical trials. Novartis conducted a Phase 1/2 trial with intracochlear delivery of an adenovirus-based gene therapy in subjects with severe to profound hearing loss, and Audion Therapeutics is conducting a Phase 2 study of its notch inhibitor, LY3056480. Neither Novartis nor Audion have disclosed the results from these trials that were started in 2014 and 2017, respectively. In 2019 Otonomy, Inc. disclosed it was conducting a Phase 1/2 study with a neurotrophic factor, brain-derived neurotrophic factor, in subjects with a condition described as speech-in-noise impairment. There are also multiple programs in early-stage or preclinical development by pharmaceutical and biotechnology companies. In addition, there are several companies with programs to regrow neurons in the cochlea to treat hearing loss, and companies developing otoprotective therapies, which are intended to reduce damage to hair cells. a Multiple sclerosis There are multiple therapeutic a options for treating the symptoms of MS, as well as the underlying disease. However, all approved therapies are directed at blocking demyelination, and, to our knowledge, there are no approved therapies which promote remyelination. We are aware of numerous efforts to identify drugs or biologics that can stimulate oligodendrocyte regeneration and myelin repair in the central nervous system. Acorda Therapeutics has conducted two Phase 1 trials of its monoclonal antibody rHIgM22 in MS patients, and Convelo Therapeutics is developing potential remyelinating compounds that inhibit enzymes in the brain involved in the production of cholesterol for which they planned to begin clinical trials in 2019. Biogen Inc. is in clinical development with an antibody that promotes remyelination in animal models of MS. Government regulation The FDA and comparable regulatory authorities in state and local jurisdictions and in other countries impose substantial and burdensome requirements upon companies involved in the clinical development, manufacture, marketing, and distribution of drugs, such as those we are developing. These agencies and other federal, state, and local entities regulate, among other things, the research and development, testing, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion, distribution, post-approval monitoring and reporting, sampling, and export and import of our product candidates. U.S. drug development process In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local, and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process, or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the FDAs refusal to approve pending NDAs, withdrawal of an approval, imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. The process required by the FDA before a drug may be marketed in the United States generally involves the following: • • • • • completion of preclinical laboratory tests, animal studies, and formulation studies in compliance with the FDAs good laboratory practice, or GLP, regulations; submission to the FDA of an IND, which must become effective before human clinical trials may begin; approval by an independent institutional review board, or IRB, at each clinical site before each trial may be initiated; performance of adequate and well-controlled human clinical trials in accordance with good clinical practice, or GCP, requirements to establish the safety and efficacy of the proposed drug product for each indication; submission to the FDA of an NDA; 25 • • • • satisfactory completion of an FDA advisory committee review, if applicable; a satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current good manufacturing practice, or cGMP, requirements, and to assure that the facilities, methods, and controls are adequate to preserve the drugs identity, strength, quality, and purity; FDA review and approval of the NDA, including consideration of the views of any FDA advisory committee, prior to commercial marketing or sale of the drug in the United States; and compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy, or REMS, or to conduct a post-approval study. Preclinical studies Preclinical studies include laboratory evaluation of product chemistry, toxicity, and formulation, as well as animal ff analytical data, and any available clinical data or literature, among other things, to the FDA as studies to assess potential safety and efficacy. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information, part of an IND. Some preclinical testing may continue even after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions related to one or more proposed clinical trials and places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns about on-going or proposed clinical trials or noncompliance with specific FDA requirements, and the trials may not begin or continue until the FDA notifies the sponsor that the hold has been lifted. As a result, submission of an IND may not result in the FDA allowing clinical trials to commence. Clinical trialsll Clinical trials involve the administration of the investigational new drug to human subjects under the supervision of qualified investigators in accordance with GCP requirements, which include the requirement that all research subjects provide their informed consent in writing for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND. In addition, an IRB at each institution participating in the clinical trial must review and approve the plan for any clinical trial before it commences at that institution. Information about certain clinical trials must be submitted within specific time frames to the National Institutes of Health, or NIH, for public dissemination on their www.clinicaltrials.gov website. Human clinical trials are typically conducted in three sequential phases, which may overlap or be combined: • Phase 1: The drug is initially introduced into healthy human subjects or patients with the target disease or condition and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion, and, if possible, to gain an early indication of its effff eff ctiveness. • • Phase 2: The drug is administered to a limited patient population to identify possible adverse effecff risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases, and to determine dosage tolerance and optimal dosage. ts and safety Phase 3: The drug is administered to an expanded patient population, generally at geographically dispersed clinical trial sites, in well-controlled clinical trials to generate enough data to statistically evaluate the effff iff cacy and safety of the product for approval, to establish the overall risk-benefit profile of the product, and to provide adequate information for the labeling of the product. The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRBs requirements or if the drug has been associated with unexpected serious harm to patients. In addition, some clinical trials are overseen by an independent group of qualified experts organized by the sponsor, known as a data safety monitoring board or committee. Depending on its charter, this group may determine whether a trial may move forward at designated check points based on access to certain data from the trial. 26 Concurrent with clinical trials, companies usually complete additional animal studies, and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate, and, among other things, the manufacturer must develop methods for testing the identity, strength, quality, and purity of the final drug. In addition, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life. Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA, and more frequently if serious adverse events occur. Phase 1, Phase 2, and Phase 3 clinical trials may not be completed successfully within any specified period, or at all. There are also requirements governing the reporting of ongoing clinical trials and completed trial results to public registries. Marketing approval Assuming successful completion of the required clinical testing, the results of the preclinical and clinical studies, together with detailed information relating to the products chemistry, manufacture, controls, and proposed labeling, among other things, are submitted to the FDA as part of an NDA requesting approval to market the product for one or more indications. In most cases, the submission of an NDA is subject to a substantial application user fee. Under the Prescription Drug User Fee Act, or PDUFA, guidelines that are currently in effect, the FDA has a goal of ten months from the date of filing of a standard NDA for a new molecular entity to review and act on the submission. This review typically takes 12 months from the date the NDA is submitted to the FDA because the FDA has approximately two months to make a filing decision. Specifically, the FDA conducts a preliminary review of all NDAs within the first 60 days after submission, before accepting them for filing, to determine whether they are sufficiently complete to permit substantive review. The FDA may request additional information rather than accept an NDA for filing. In this event, the application must be resubmitted with the additional information. The resubmitted application is also subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the facility in which it is manufactured, processed, packaged, or held meets standards designed to assure the products continued safety, quality, and purity. The FDA also may require submission of a REMS plan to ensure that the benefits of the drug outweigh its risks. The REMS plan could include medication guides, physician communication plans, assessment plans, and/or elements to assure safe use, such as restricted distribution methods, patient registries, or other risk minimization tools. The FDA may refer an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates, and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. Before approving an NDA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial sites to assure compliance with GCP requirements. After evaluating the NDA and all related information, including the advisory committee recommendation, if any, and inspection reports regarding the manufacturing facilities and clinical trial sites, the FDA may issue an approval letter, or, in some cases, a complete response letter. A complete response letter generally contains a statement of specific conditions that must be met in order to secure final approval of the NDA and may require additional clinical or preclinical testing in order for the FDA to reconsider the application. Even with submission of this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. If and when those conditions have been met to the FDAs satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. Even if the FDA approves a product, it may limit the approved indications for use of the product, require that contraindications, warnings, or precautions be included in the product labeling, require that post-approval studies, including Phase 4 clinical trials, be conducted to further assess a drugs safety after approval, require testing and surveillance programs to monitor the product after commercialization, or impose other conditions, including distribution and use restrictions or other risk management mechanisms under a REMS, which can materially affect the potential market and profitability of the product. The FDA may prevent or limit further marketing of a product based on the results of post-marketing studies or surveillance programs. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes, and additional labeling claims, are subject to further testing requirements and FDA review and approval. 27 The Pediatric Research Equity Act, or PREA, requires a sponsor to conduct pediatric clinical trials for most drugs, for a new active ingredient, new indication, new dosage form, new dosing regimen, or new route of administration. Under PREA, original NDAs and supplements must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must evaluate the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The sponsor or the FDA may request a deferral of pediatric clinical trials for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug is ready for approval for use in adults before pediatric clinical trials are complete or that additional safety or effectiveness data needs to be collected before the pediatric clinical trials begin. The FDA must send a noncompliance letter to any sponsor that fails to submit the required assessment, keep a deferral current, or fails to submit a request for approval of a pediatric formulation. FDA-expedited development and review programs The FDA has various programs, including fast track designation, accelerated approval a priority review, and breakthrough therapy designation, which are intended to expedite or simplify the process for the development and the FDA review of drugs that are intended for the treatment of serious or life-threatening diseases or conditions and demonstrate the potential to address unmet medical needs. The purpose of these programs is to provide important new drugs to patients earlier than under standard FDA review procedures. To be eligible for a fast track designation, the FDA must determine, based on the request of a sponsor, that a product is intended to treat a serious or life-threatening disease or condition and demonstrates the potential to address an unmet medical need. The FDA will determine that a product will fill an unmet medical need if it will provide a therapy where none exists or provide a therapy that may be potentially superior to existing therapy based on efficacy or safety factors. The FDA may review sections of the NDA for a fast track product on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the NDA. The FDA may give a priority review designation to drugs that offer major advances in treatment or provide a treatment exists. A priority review means that the goal for the FDA to review an application is six months, where no adequate therapya rather than the standard review of 10 months under current PDUFA guidelines. Under the new PDUFA agreement, these six- and 10-month review periods are measured from the filing date rather than the receipt date for NDAs for new molecular entities, which typically adds approximately two months to the timeline for review and decision from the date of submission. Most products that are eligible for fast track designation are also likely to be considered appropriate to receive a priority review. In addition, products studied for their safety and effecff tiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may be eligible for accelerated approval and may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require a sponsor of a drug receiving accelerated approval to perform post-marketing studies to verify and describe the predicted effect on irreversible morbidity or mortality or other clinical endpoint, and the drug may be subject to accelerated withdrawal procedures. Moreover, under the provisions of the Food and Drug Administration Safety and Innovation Act, or FDASIA, passed in July 2012, a sponsor can request designation of a product candidate as a breakthrough therapy. A breakthrough therapya is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. Drugs designated as breakthrough therapies a take certain actions, such as holding timely meetings and providing advice, intended to expedite the development and review of an application for approval of a breakthrough therapy. The designation includes all the benefits of a fast track designation. The breakthrough therapy designation is a distinct status from both accelerated approval and priority review, which can also be granted to the same drug if relevant criteria are met. are also eligible for accelerated approval. The FDA must 28 Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. Furthermore, fast track designation, priority review, and breakthrough therapya approval but may expedite the development or approval process. We may explore some of these opportunities for our product candidates as appropriate. designation do not change the standards for Post-approval requirements Drugs manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion, and reporting of adverse experiences with the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims, are subject to prior FDA review and approval. There also are continuing, annual user fee requirements for any marketed products and the establishments at which such products are manufactured, as well as new application fees for supplemental applications with clinical data. The FDA may impose a number of post-approval a requirements as a condition of approval of an NDA. For example, the FDA may require post-marketing testing, including Phase 4 clinical trials, and surveillance to further assess and monitor the products safety and effectiveness after commercialization. In addition, drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and state and local agencies and are subject to periodic unannounced inspections by government agencies for compliance with cGMP and other requirements. Changes to the manufacturing process are strictly regulated and often require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP requirements and impose reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsor may decide to use. Accordingly, manufacturers must continue to expend time, money, and effort cGMP compliance. in the area of production and quality control to maintain ff Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in mandatory revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials to assess new safety risks; or imposition of distribution or other restrictions under a REMS program. Other potential consequences include, among other things: • • • • • • restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls; safety alerts, Dear Healthcare Provider letters, press releases, or other communications containing warning or other safety information about the product; fines, warning letters, or holds on post-approval clinical trials; refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product approvals; product seizure or detention, or refusal to permit the import or export of products; or injunctions or the imposition of civil or criminal penalties. The FDA strictly regulates marketing, labeling, advertising, and promotion of products that are placed on the market. Drugs may be promoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability. In addition, the distribution of prescription pharmaceutical products is subject to the Prescription Drug Marketing Act, or PDMA, which regulates the distribution of drugs and drug samples at the federal level and sets minimum standards for the registration and regulation of drug distributors by the states. Both the PDMA and state laws limit the distribution of prescription pharmaceutical product samples and impose requirements to ensure accountability in distribution. 29 Marketing exclusivity Market exclusivity provisions under the FDCA can delay the submission or the approval of certain marketing applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not approve or even accept for review an abbreviated new drug application, or ANDA, or an NDA submitted under Section 505(b)(2), or 505(b)(2) NDA, submitted by another company for another drug based on the same active moiety, regardless of whether the drug is intended for the same indication as the original innovative drug or for another indication, where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application certification of patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator NDA holder. may be submitted after four years if it contains a a a The FDCA alternatively provides three years of marketing exclusivity for an NDA, or supplement to an existing NDA, if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application. This three-year exclusivity covers only the modification for which the drug received approval based on the new clinical investigations and does not prohibit the FDA from approving ANDAs or 505(b)(2) NDAs for drugs containing the active agent for the original indication or condition of use. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effff eff ctiveness. Pediatric exclusivity is another type of marketing exclusivity available in the United States. Pediatric exclusivity provides for an additional six months of marketing exclusivity attached to another period of exclusivity if a sponsor conducts clinical trials in children in response to a written request from the FDA. The issuance of a written request does not require the sponsor to undertake the described clinical trials. Other healthcare laws and compliance requirements Pharmaceutical companies are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the state, local, and foreign jurisdictions in which they conduct their business. Such laws include, without limitation, U.S. federal and state anti-kickback, fraud and abuse, false claims, consumer fraud, pricing reporting, data privacy and security, and transparency laws and regulations, as well as similar foreign laws in the jurisdictions outside the U.S. State laws may require pharmaceutical companies to comply with the pharmaceutical industrys voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, as well as require the registration of pharmaceutical sales representatives and the reporting of pricing information and marketing expenditures. Violations of such laws, or any other governmental regulations that apply, may result in penalties, including, without limitation, civil and criminal penalties, damages, fines, additional reporting and oversight obligations, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs, and individual imprisonment. Coverage and reimbursement Sales of any pharmaceutical product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state, and foreign government healthcare programs, commercial insurance and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Significant uncertainty exists as to the coverage and reimbursement status of any newly approved product. Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. One third-party payors decision to cover a product does not ensure that other payors will also provide coverage for the product. As a result, the coverage determination process can require manufactures to provide scientific and clinical support for the use of a product to each payor separately, and can be a time-consuming process, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. For products administered under the supervision of a physician, obtaining coverage and adequate reimbursement may be particularly difficult because of the higher prices often associated with such drugs. Additionally, separate reimbursement for the product itself or the treatment or procedure in which the product is used may not be available, which may impact physician utilization. 30 In addition, third-party payors are increasingly reducing reimbursements for pharmaceutical products and services. The U.S. government and state legislatures have continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement, and requirements for substitution of generic products. Third-party payors are more and more challenging the prices charged, examining the medical necessity, and reviewing the cost effecff pharmaceutical products, in addition to questioning their safety and efficff acy. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit sales of any product. Decreases in third-party reimbursement for any product or a decision by a third-party payor not to cover a product could reduce physician usage and patient demand for the product. tiveness of In international markets, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product, or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. Pharmaceutical products may face competition from lower-priced products in foreign countries that have placed price controls on pharmaceutical products and may also compete with imported foreign products. Furthermore, there is no assurance that a product will be considered medically reasonable and necessary for a specific indication, will be considered cost-effective by third-party payors, that an adequate level of reimbursement will be established even if coverage is available, or that the third-party payors reimbursement policies will not adversely affect the ability of manufacturers to sell products profitably. Healthcare reform In the United States and certain foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system that could affect the pharmaceutical industry. 2010, the ACA was signed into law, which substantially changed the way healthcare is financed by both governmental and private insurers in the United States. The ACA contains a number of provisions of particular import to the pharmaceutical industry, including those governing enrollment in federal healthcare programs, reimbursement adjustments, and fraud and abuse changes. Additionally, the ACA increases the minimum level of Medicaid rebates payable by manufacturers of brand name drugs from 15.1% to 23.1%; requires collection of rebates for drugs paid by Medicaid managed care organizations; imposes a nondeductible annual fee on pharmaceutical manufacturers or importers who sell branded prescription drugs to specified federal government programs; implements a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted, or injected; expands of eligibility criteria for Medicaid programs; creates a new Patient-Centered Outcomes Research Institute to oversee; identify priorities in, and conducts comparative clinical effectiveness research, along with funding for such research; and establishes a Center for Medicare Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending. In March d Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there will be additional challenges and amendments to the ACA in the future. For example, in December 2018, a U.S. district court judge ruled that the ACA is unconstitutional in its entirety because the Tax Cuts and Jobs Act modified the individual mandate. On December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the district courts decision that the individual mandate was unconstitutional but remanded the case back to the District Court to determine whether the remaining provisions of the ACA are invalid as well. It is unclear how these decisions, subsequent appeals, if any, or other efforts to challenge, repeal or replace the ACA will impact the law. Legislative changes have been proposed and adopted since the ACA was enacted, including aggregate reductions of Medicare payments to providers of 2% per fiscal year and reduced payments to several types of Medicare providers. Moreover, there has recently been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries, and proposed and enacted legislation designed, among other things, to bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. Individual states in the United States have also become increasingly active in implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access, and marketing cost disclosure and transparency measures, and, in some cases, mechanisms to encourage importation from other countries and bulk purchasing. Furthermore, there has been increased interest by third-party payors and governmental authorities in reference-pricing systems and publication of discounts and list prices. 31 Foreign regulation In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of foreign countries before we can commence clinical trials, and approval of foreign countries or economic areas, such as the EU, before we may market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing, and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval. In the European Economic Area, or EEA, which is comprised of the Member States of the European Union plus Norway, Iceland and Liechtenstein, medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of MAs: • • Community MAsThese are issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, and are valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, and medicinal products indicated for the treatment of AIDS, cancer, neurodegenerative disorders, diabetes, auto- immune, and viral diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA; for products that constitute a significant therapeutic, scientific or technical innovation; or for products that are in the interest of public health in the EU. National MAsThese are issued by the competent authorities of the Member States of the EEA and only cover their respective territory and are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in another Member State through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure, an identical dossier is submitted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the applicant as the Reference Member State. The competent authority of the Reference Member State prepares a draft assessment report, a draft summary of the product characteristics, or SmPC, and a draft of the labeling and package leaflet, which are sent to the other Member States (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential serious risk to public health, to the assessment, SmPC, labeling or packaging proposed by the Reference Member State, the product is subsequently granted a National MA in all the Member States, i.e., in the Reference Member State and the Member States Concerned. Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA assess the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety, and efficacy. As in the United States, it may be possible in foreign countries to obtain a period of market and/or data exclusivity that would have the effect of postponing the entry into the marketplace of a competitors generic product. For example, if any of our products receive marketing approval in the EEA, we expect they will benefit from eight years of data exclusivity and 10 years of marketing exclusivity. An additional noncumulative one-year period of marketing exclusivity is possible if during the data exclusivity period (the first eight years of the 10-year marketing exclusivity period) we obtain an authorization for one or more new therapeutic indications that are deemed to bring a significant clinical benefit compared to existing therapies. The data exclusivity period begins on the date of the products first marketing authorization in the EEA and prevents generics from relying on the marketing authorization holders pharmacological, toxicological, and clinical data for a period of eight years. After eight years, a generic product application may be submitted, and generic companies may rely on the marketing authorization holders data. However, a generic cannot launch until two years later (or a total of 10 years after the first marketing authorization in the EU of the innovator product), or three years later (or a total of 11 years after the first marketing authorization in the EU of the innovator product) if the marketing authorization holder obtains marketing authorization for a new indication with significant clinical benefit within the eight-year data exclusivity period. In Japan, our products may be eligible for eight years of data exclusivity. There can be no assurance that we will qualify for such regulatory exclusivity, or that such exclusivity will prevent competitors from seeking approval solely on the basis of their own studies. 32 When conducting clinical trials in the EU, we must adhere to the provisions of the European Union Clinical Trials Directive (Directive 2001/20/EC) and the laws and regulations of the EU Member States implementing them. These provisions require, among other things, that the prior authorization of an Ethics Committee and the competent Member State authority is obtained before commencing the clinical trial. In April 2014, the EU passed the Clinical Trials Regulation (Regulation 536/2014), which will replace the current Clinical Trials Directive. To ensure that the rules for clinical trials are identical throughout the European Union, the EU Clinical Trials Regulation was passed as a regulation that is directly applicable in all EU member states. All clinical trials performed in the European Union are required to be conducted in accordance with the Clinical Trials Directive until the Clinical Trials Regulation becomes applicable. According to the current plans of the EMA, the Clinical Trials Regulation is expected to become applicable sometime in 2020. Data privacy and security laws EU member states, the United Kingdom, Switzerland and other jurisdictions have also adopted data protection laws and regulations, which impose significant compliance obligations. In the EEA and the United Kingdom, the collection and use of personal data, including clinical trial data, is governed by the provisions of the General Data Protection Regulation, or GDPR. The GDPR became effective on May 25, 2018, repealing its predecessor directive and increasing responsibility and liability of pharmaceutical companies in relation to the processing of personal data of EU data subjects. The GDPR, together with national legislation, regulations and guidelines of the EU member states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. In particular, these obligations and restrictions concern the consent of the individuals to whom the personal data relates, the information provided to the individuals, the transfer of personal data out of the EEA or the United Kingdom, security breach notifications, security and confidentiality of the personal data and imposition of substantial potential fines for breaches of the data protection obligations. European data protection authorities may interpret the GDPR and national laws differently and impose additional requirements, which add to the complexity of processing personal data in or from the EEA or United Kingdom. Guidance on implementation and compliance practices are often updated, or otherwise revised. ff Employees As of December 31, 2019, we had 47 employees, 43 of which were full-time employees. Our Corporate Information We were incorporated under the laws of the state of Delaware in November 2014. Our principal executive offices are located at 19 Presidential Way, Woburn, Massachusetts 01801 and our telephone number is (866) 389-1970. Our corporate website address is www.frequencytx.com. The information contained in, or accessible through, our website is not incorporated by reference into this Annual Report and you should not consider information on our website to be a part of this Annual Report. We have included our website address in this Annual Report solely as an inactive textual reference. Where you can find more information We are subject to the information requirements of the Securities Exchange Act of 1934, as amended. The SEC maintains an internet site that contains reports, proxy and information statements, and other information file electronically, such as ourselves, with the SEC at http://www.sec.gov. ff regarding issuers that 33 Item 1A. Risk Factors. Our future operating results could differff materially from the results described in this Annual Report on Form 10-K due ff to the risks and uncertainties described below. You should consider carefully the following information about risks below in evaluating our business. If any of the following risks actually occur, our business, financial conditions, results of operations and future growth prospects would likely be materially and adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations in these circumstances, the market price of our common stock would likely decline. In addition, we cannot assure investors that our assumptions and expectations will prove to be correct. Important factors could cause our actual resultstt indicated or implied by forward-looking statements. See Forward forward-looking statements that are qualified by these risk factors. Factors that could cause or contribute to such differences include those factors discussed below. Looking Statements for a discussion of some of the to differ materiallyll from those ff Risks related to our financial position and need for additional capital We have incurred significant losses since inception and anticipate that we willll continue to incur losses for the foreseeable future. We are not currently profitable, and we may never achieve or sustain profitability. If we are unable to achieve or sustain profitability, the market value of our common stock will likely decline. rr We are a clinical-stage biotechnology company with a limited operating history. As a result, we are not profitable and have incurred significant losses since our formation. We had net losses of $20.2 million, $19.2 million and $19.8 million for the years ended December 31, 2017, 2018 and 2019, respectively. As of December 31, 2019, we had an accumulated deficit of $68.9 million. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to gain regulatory approval and become commercially viable. We have not commercialized any products and have never generated revenue from the commercialization of any product. To date, we have devoted most of our financial resources to licensing technologies and research and development, including our preclinical platform development activities and clinical trials. We expect to incur significant additional operating losses for the next several years, at least, as we advance FX-322 and any other product candidate through clinical development, complete clinical trials, seek regulatory approval and commercialize FX-322 or any other product candidate, if approved. The costs of advancing product candidates into each clinical phase tend to increase substantially over the duration of the clinical development process. Therefore, the total costs to advance any product candidate to marketing approval in even a single jurisdiction are substantial. Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to begin generating revenue from the commercialization of any product candidates or achieve or maintain profitability. Our expenses will also increase substantially if and as we: • • • • • • • • • • • continue our Phase 2a trial of FX-322 in sensorineural hearing loss, or SNHL, and commence additional clinical studies relating to FX-322; expand our development programs based on our progenitor cell activation, or PCA, platform, including our program for a treatment for multiple sclerosis, or MS, and develop other product candidates; continue to develop our PCA platform; seek regulatory approvals for FX-322 and any other product candidates; expand the target indications and patient population for FX-322; secure a commercial manufacturing source and supply chain capacity sufficient to produce commercial quantities of any product candidate for which we obtain regulatory approval; establish a sales, marketing and distribution infrastructure to commercialize FX-322 for the treatment of SNHL, if approved, and for any other product candidates for which we may obtain marketing approval; maintain, expand, and protect our intellectual property portfolio; hire additional clinical, scientific, and commercial personnel; add operational, financial, and management personnel, including personnel to support our product development and planned future commercialization efforts, as well as to support operations as a public company; and acquire or in-license other product candidates or technologies. 34 Furthermore, our ability to successfully develop, commercialize and license any product candidates and generate product revenue is subject to substantial additional risks and uncertainties, as described under Risks related to development, clinical testing, manufacturing, and regulatory approval and Risks related to commercialization. As a result, we expect to continue to incur net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders equity and working capital. The amount of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues. If we are unable to develop and commercialize one or more product candidates, either alone or through collaborations, or if revenues from any product that receives marketing approval are insufficient, we will not achieve profitability. Even if we successfully commercialize FX-322, we may continue to incur substantial research and development and other expenses to identify and develop other product candidates. Even if we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our profitability. If we are unable to achieve or sustain profitability or to meet outside expectations for our profitability, the value of our common stock will be materially adversely affected. We will require additional capital to fund our operations, and if we fail to obtaintt to complete the development and commercializationtt of FX-322 and additional product candidates. necessary financing, we may not be able We expect to spend substantial amounts to complete the development of, seek regulatory approvals for and, if approved, commercialize FX-322. These expenditures will include costs related to the Phase 2a trial of FX-322 for the treatment of SNHL and other planned clinical trials of FX-322, and, if such trials are supportive, a planned Phase 2b trial of FX-322, and any additional trials we conduct to support the development of FX-322. In addition, we are obligated to make milestone and royalty payments in connection with the sale of resulting products and licensing revenues under our license agreements with Massachusetts Institute of Technology, or MIT, the Scripps Research Institute, or Scripps, and Cambridge Enterprise Limited (the technology transfer arm of the University of Cambridge), or Cambridge. We also expect to spend substantial amounts to identify and develop new product candidates based on our PCA platform. We will require additional capital to enablea us to develop additional product candidates based on our PCA platform, which we may acquire through equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative effect on our financial condition and our ability to pursue our business strategy. In addition, attempting to secure additional financing may divert the time and attention of our management from day-to-day activities and harm our development efforts. Based upon our current operating plan, we believe that our existing cash, cash equivalents, and short-term investments of $217.4 million will enable us to fund our operating expenses and capital expenditure requirements into 2022. This estimate and our expectation regarding the sufficiency of our current financial resources to advance the clinical development of FX- 322 and any other product candidates are based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect, or our clinical trials, including our Phase 2a trial of FX-322 for the treatment of SNHL and other planned clinical trials of FX-322, may be more expensive, time consuming or difficult to design or implement than we currently anticipate. Changing circumstances, including any unanticipated expenses, could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. Because the length of time and scope of activities associated with successful development of FX-322 or any product candidate we may develop is highly uncertain, we are unable to estimate the actual funds we will require for development and any marketing and commercialization activities. Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to: • • • • the initiation, progress, timing, costs and results of our clinical trials through all phases of development, including the Phase 2a trial for FX-322, our other planned clinical trials of FX-322 and the development of any other product candidates; the outcome, timing and cost of meeting regulatory requirements established by the U.S. Food and Drug Administration, or the FDA, and other comparable foreign regulatory authorities, including any additional clinical trials required by the FDA or other comparable foreign regulatory authorities; the willingness of the FDA and other comparable foreign regulatory authorities to accept our clinical trial designs, as well as data from our completed and planned clinical trials and preclinical studies, as the basis for review and approval of FX-322 and any other product candidates; the cost of filing, prosecuting, defending, and enforcing ff our patent claims and other intellectual property rights; 35 • • • • • • • • • the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against us; the effect of competing technological and market developments; the cost and timing of completion of commercial-scale manufacturing activities; the costs of operating as a public company; the cost of making royalty, milestone or other payments under current and any future in-license agreements; the extent to which we in-license or acquire other product candidates or technologies; the cost of establishing sales, marketing and distribution capabilities for our product candidates, if approved; our ability to maintain our collaboration with Astellas Pharma Inc., or Astellas, including achievement of the development milestones and to establish new collaborations; and the initiation, progress, and timing of our commercialization of FX-322, if approved, or any other product candidate. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of FX-322 or any other product candidate, or potentially discontinue operations. Raising additional capitaltt may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. Until such time, if ever, as we can generate substantial revenues, we may finance our cash needs through a combination strategic alliances and of equity offerings, debt financings, marketing and distribution arrangements and other collaborations, licensing arrangements or other sources. We do not currently have any committed external source of funds. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. a To the extent that we raise additional capital through the sale of equity or convertible debt securities, our existing stockholders ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. In addition, debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. Furthermore, any capital raising efforts may divert our management from their day-to-day activities, which may adversely affecff t our ability to advance research programs, product development activities or product candidates. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate product candidate development or future commercialization efforts. We have a limited operating history and no history of commercializing difficult to evaluate the prospects for our future viability.yy ii pharmaceutical products, which may make it We were established and began operations in 2014. Our operations to date have been limited to financing and staffing our company, licensing technologies, developing our PCA platform, developing and conducting preclinical and clinical studies of FX-322 for the treatment of SNHL, and developing a pipeline of preclinical and research programs, including our program for the treatment of MS. We have not yet demonstrated the ability to successfully complete a large-scale, pivotal clinical trial, obtain marketing approval, manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Consequently, predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing pharmaceutical products. 36 In addition, as a business with a limited operating history, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. We will eventually need to transition from a company with a research focus to a company capable of supporting commercial activities. We may not be successful in such a transition and, as a result, our business may be adversely affected. As we continue to build our business, we expect our financial condition and operating results may fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control. Accordingly, the results of any quarterly or annual period are not necessarily indicative of future operating performance. Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain tt limitations. As of December 31, 2019, we had net operating loss carryforwards, or NOLs, of $50.2 million for federal income tax a purposes and $41.2 million for state income tax purposes, which may be available to offset our future taxable income, if any. Our NOLs begin to expire in various amounts in 2036, provided that NOLs generated after December 31, 2019 will not be subject to expiration. As of December 31, 2019, we also had federal and state research and development and other tax credit carryforwards of approximately $0.7 million and $0.5 million, respectively, availablea to reduce future tax liabilities. Our tax credit carryforwards expire at various dates through 2039. These NOLs and tax credit carryforwards could expire unused, to the extent subject to expiration, and be unavailable to offset future income tax liabilities. Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an ownership change is subject to limitations on its ability to use its pre-change NOLs and tax credit carryforwards to offset future taxable income. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporations stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. We believe we have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in our stock, some of which may be outside our control. If we undergo another ownership change, our ability to use our NOLs and tax credit carryforwards could be further limited. For these reasons, we may not be able to use a material portion of our NOLs or tax credit carryforwards, even if we attain profitability. We have recorded a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future tax benefits of such assets. The reduction of the corporate tax rate under the Tax Cuts and Jobs Act of 2017, or TCJA, from 35% to 21% may cause a reduction in the economic benefit of our NOLs and other deferred tax assets available to us. Furthermore, under the TCJA, although the treatment of tax losses generated before December 31, 2017 has generally not changed, tax losses generated in calendar year 2018 and beyond will only be able to offset 80% of taxable income. This change may require us to pay federal income taxes in future years despite generating a loss for federal income tax purposes in prior years. In addition, in general, under rr Risks related to development, clinical testing, manufacturing, and regulatory approval We are heavily dependent on the success of FX-322, our lead product candidate, which is still under clinical development, and if FX-322 does not receive regulatory approval or is not successfully commercialized, adverselyll harmed. our business will be materially ii To date, we have invested a significant portion of our efforts and financial resources in the development of FX-322 for the treatment of SNHL. Our future success is substantially dependent on our ability to successfully complete clinical development for, obtain regulatory approval for, and successfully commercialize FX-322, which may never occur. We currently have no products that are approved for commercial sale and may never be able to develop a marketable product. We expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to FX-322, which will require additional clinical development, management of clinical and manufacturing activities, regulatory approval, establishing commercial scale manufacturing, and significant sales, marketing, and distribution efforts before we can generate any revenues from any commercial sales. We cannot be certain that we will be able to successfully complete any of these activities or that, even if it receives regulatory approval, FX-322 will be as effeff ctive as anticipated at treating SNHL. The research, testing, manufacturing, labeling, approval, sale, packaging, marketing, and distribution of drug products are subject to extensive regulation by the FDA and comparable regulatory authorities in other countries. We are not permitted to market FX-322 in the United States until we receive approval of a New Drug Application, or NDA, from the FDA, or in any foreign countries until our collaborator, Astellas, receives the requisite approval from such countries. We have not submitted an NDA to the FDA and Astellas has not submitted comparable applications to other regulatory authorities for FX- 322. We or Astellas may not be in a position to do so for several years, if ever. If we or Astellas are unable to obtain the necessary regulatory approval for FX-322 in a country, we or Astellas will not be able to commercialize FX-322 for the treatment of SNHL in that country. As a result, our financial position will be materially adversely affecff be able to generate sufficient revenue to continue our business. ted, and we may not 37 We utilize our PCA platform to develop product candidates that are designed to activate progenitor cells, which is a new approach to therapeutic intervention and, as a result, successful development, approval, and commercialization of our product candidates, including FX-322, is uncertain. We utilize our PCA platform to develop product candidates, including FX-322, for the treatment of SNHL. Our PCA platform is designed to identify pathways to activate progenitor cells already present in the body to treat conditions or diseases through cellular regeneration. We have not, nor to our knowledge has any other company, received regulatory approval utilizing this mechanism of cellular regeneration. Given the novelty of our approach, we could encounter a longer than expected regulatory review process, increased development costs, or unexpected delays in, or even prevention of, the regulatory approval and commercialization of our product candidates, and we cannot be certain that our approach will lead to the development of any approvable or marketablea products. For example, the FDA-approved treatment options available for patients with SNHL are hearing aids and cochlear implants. Unlike FX-322, which is a therapeutic that targets the underlying biology of SNHL, these treatment options are medical devices that are designed to target the symptoms of SNHL. As a result, these treatment options are not directly comparable to FX-322, and FDA requirements for marketing authorization of these treatment options may not be relevant for FX-322. While we are developing what we believe are appropriate measurements of efficacy for FX-322, we cannot be certain that the FDA will agree with our measurements or that they will be sufficient for approval. If we were to encounter any of the foregoing, our business and financial prospects could be materially harmed. Clinical trialsll are expensive, time consuming, and difficult to design and implement, and involve an uncertain outcome.ee ff The results of preclinical that we advance into clinical approval. ff studies and early clinical trials are not always predictive of future clinical trials,ll results. Any product candidate if any, or receive marketingii trials may not achieve favorable results in latertt ll Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of preclinical studies and completed clinical trials are not necessarily predictive of future results, and any product candidates we develop may not be further developed or have favorable results in later studies or trials. Clinical trial failure may result from a multitude of factors, including, but not limited to, flaws in study design, dose selection, placebo effect, patient enrollment criteria, selection of patients based on patient misrepresentations, and failure to demonstrate favorable safety or efficacy traits. As such, failure in clinical trials can in the advancement of occur at any stage of testing. Several companies in the pharmaceutical industry have suffered setbacks their drug candidates into later-stage clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding favorable results in earlier preclinical studies or clinical trials. Based upon negative or inconclusive results or a need for additional information, preclinical studies. we may decide, or regulatory authorities may require us, to conduct additional clinical trials or ff t We may experience delays in initiating and completing any clinical trials that we intend to conduct, and we do not know whether our clinical trials will begin on time, need to be redesigned, enroll patients on time, or be completed on schedule, or at all. Clinical trials can be delayed for a variety of reasons, including delays related to: • • • • • • • • • • • the FDA or comparable foreign regulatory authorities disagreeing as to the design or implementation of our clinical studies; obtaining regulatory approval to commence a trial; reaching an agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; obtaining Institutional Review Board, or IRB, approval at each site within the United States, or Independent Ethics Committee, or IEC, approval at sites outside the United States; recruiting suitable patients to participate in a trial in a timely manner and in sufficient numbers; having patients complete a trial or return for post-treatment follow-up; imposition of a clinical hold by regulatory authorities, including as a result of unforeseen safety issues or side effects or failure of trial sites or investigators to adhere to regulatory requirements or follow trial protocols; clinical sites deviating from the trial protocol or dropping out of a trial; addressing patient safety concerns that arise during a trial; adding a sufficient number of clinical trial sites; or manufacturing sufficient quantities of a product candidate for use in clinical trials. 38 We could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs or IECs of the institutions in which such trials are being conducted, the FDA or other regulatory authorities, or recommended for termination by a Data and Safety Monitoring Board, or DSMB, for such trial. Such authorities may impose a suspension or termination or recommend an alteration due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other ts, failure to regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effecff demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions, or lack of adequate funding to continue the clinical trial. Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and, while we have agreements governing their committed activities, we have limited influence over their actual performance, as described in the section titled Risks related to our dependence on third parties. Our lead product candidate, FX-322, is still in development and will require the successful completion of one, and possibly more, Phase 3 trials before we are prepared to submit an NDA for regulatory approval by the FDA. We cannot predict with any certainty if or when we might complete the development of FX-322 and submit an NDA for regulatory approval by the FDA of FX-322 or whether any such NDA will be approved by the FDA. If we experience delays in the commencement or completion of any clinical trials, or if we terminate a clinical trial prior to completion, the commercial prospects of any product candidate we develop could be harmed, and our ability to generate revenues may be delayed. In addition, any delays in our clinical trials could increase our costs, slow the development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may materially harm our business, financial condition, and results of operations. In addition, many of the factors that may cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. Principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and receive compensation in connection with such services. Under certain circumstances, we may be required to report some of these relationships to the FDA. The FDA may conclude that a financial relationship between us and a principal investigator has created a conflict of interest or otherwise affected interpretation of a clinical trial. The FDA may therefore question the integrity of the data generated at the applicable clinical trial site, and the utility of the clinical trial itself may be jeopardized. This could result in a delay in approval, or rejection, of our marketing applications by the FDA and may ultimately lead to the denial of marketing approval of a product candidate. The regulatory approval processes of the FDA and comparable foreign regulatory authorities are lengthy, time- consuming, and inherently unpredictable, and if we are ultimately other product candidates, our business will be substantially harmed. unable to obtaintt regulatory approval for FX-322 or any ii The time required to obtain approval by the FDA and comparable foreign regulatory authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during a product candidates clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate and it is possible that we will never obtain regulatory approval for any product candidate. We are not permitted to market any of our product candidates in the United States until we receive approval of an NDA from the FDA. Prior to obtaining approval to commercialize a product candidate in the United States or abroad, we must demonstrate with substantial evidence from well-controlled clinical trials, and to the satisfaction of the FDA or comparable foreign regulatory authority, that such product candidates are safe and effective for their intended uses. In addition, data obtained from preclinical trials and clinical trials are susceptible to varying interpretations, and regulatory authorities may not interpret our data as favorably as we do, which may further delay, limit, or prevent development efforts, clinical trials, or marketing approval. Furthermore, as more competing drug candidates within a class of drugs proceed through clinical development to regulatory review and approval, the amount and type of clinical data that may be required by regulatory authorities may increase or change. Even if we believe the preclinical or clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA and other comparable regulatory authorities. 39 The FDA or any foreign regulatory authority can delay, limit, or deny approval of FX-322 or any other product candidates that we develop or require us to conduct additional preclinical or clinical testing or abandon a program for many reasons, including: • • • • • • • • • • 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 product candidate is safe and effective for its proposed indication; serious and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar to our product candidates, or other products containing an active ingredient in our product candidates; negative or ambiguous results from our clinical trials or results that 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 product candidates clinical and other benefits outweigh its safety risks; the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials; the data collected from clinical trials of our product candidates may not be acceptable or sufficient to support the submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere, and we may be required to conduct additional clinical trials; the FDAs or the applicable foreign regulatory authoritys disagreement regarding the formulation, the labeling, and/or the specifications of our product candidates; the FDA or comparable foreign regulatory authorities may fail to approve or find deficiencies with 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. Of the large number of drugs in development, only a small percentage successfully complete the regulatory approval processes and are commercialized. This lengthy approval process, as well as the unpredictability of future clinical trial results, may result in our failing to obtain regulatory approval to market our product candidates, which would significantly harm our business, results of operations, and prospects. In addition, the FDA or the applicable foreign regulatory authority also may approve a product candidate for a more limited indication or patient population than we originally requested, and the FDA or applicable foreign regulatory authority may approve a product candidate with a label that does not include the labeling successful commercialization of that product candidate. Any of the foregoing circumstances could materially harm the commercial prospects for our product candidates and our business. claims necessary or desirable for the a Enrollment and retention of patie more difficult or rendered impossiblell by multiple factors outside our control. nts in clinical trialsll ff is an expensive and time-consuming process and could be made The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of our clinical trials, and even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our trials. • • • Patient enrollment and retention in clinical trials depends on many factors, including: the extent of the ongoing COVID-19 pandemic, see --- The COVID-19 pandemic could adversely impact our business, including our preclinical studies, clinical trials and operations; the patient eligibility criteria defined in the protocol, such as the requirement to establish stable hearing loss in our Phase 2a clinical trial; the size of the patient population required for analysis of the trials primary endpoints; 40 • • • • • • • • the nature of the trial protocol; the existing body of safety and efficacy data with respect to the product candidate; the proximity of patients to clinical sites; our ability to recruit clinical trial investigators with the appropriate competencies, motivation and experience; clinicians and patients perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs or medical devices that may be approved for the indications we are investigating; competing clinical trials being conducted by other companies or institutions; our ability to obtain and maintain patient consents; and the risk that patients enrolled in clinical trials will drop out of the trials before completion. In addition, our clinical trials will compete with other clinical trials for product candidates and medical devices that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Furthermore, any negative results we may report in clinical trials of any product candidate may make it difficult or impossible to recruit and retain patients in other clinical trials of that same product candidate. Delays or failures in planned patient enrollment or retention may result in increased costs or program delays, which could have a harmful effect on our ability to develop a product candidate or could render further development impossible. Results of preclinical ff trials. studies, clinical trials,ll or analyses may not be indicative of results that may be obtained in latett r The results of preclinical studies, clinical trials, or analyses of the results from such trials, including our prospective and post hoc analyses of the data from the Phase 1/2 trial of FX-322 for the treatment of SNHL, may not be predictive of the results of later clinical trials. Product candidates in later clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and prior clinical trials or having shown promising results based on analyses of data from earlier trials. A number of companies in the pharmaceutical industry have suffered significant setbacks t in advanced clinical trials due to lack of efficff acy or adverse safety profiles, notwithstanding earlier promising results. In addition, conclusions based on promising data from analyses of clinical results, such as the prospective and post hoc analysis of results from our Phase 1/2 clinical trial of FX-322 for the treatment of SNHL, may be shown to be incorrect in subsequent clinical trials that have pre-specified end points or may not be considered adequate by regulatory authorities. Even if we complete later clinical trials as planned, we cannot be certain that their results will support the safety and efficacy requirements sufficient to obtain regulatory approval, and, as a result, our clinical development plans may be materially harmed. Interim and preliminary top-li change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.tt that we announce or publish from time to time may data from our clinical trialsll neii From time to time, we may publicly disclose interim, top-line or preliminary data from our clinical trials, which is based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the top-line or preliminary results that we report may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated. Top-line or preliminary data also remain subject to audit and verification procedures that may result in the final data being materially different from the top-line or preliminary data we previously published. As a result, top-line and preliminary data should be viewed with caution until the final data are available. ff From time to time, we may also disclose interim data from our preclinical studies and clinical trials. Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Adverse differences between interim data and final data could significantly harm our business prospects. Further, disclosure of interim data by us or by our competitors could result in volatility in the price of our common stock. 41 Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine is material or otherwise appropriate information to include in our disclosure. If the interim, top-line or preliminary data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition. Any product candidate that we develop or the administration thereof, may cause serious adverse events or undesirable side effects, which may halt their clinical development, delay or prevent marketing approval, or, if approved, require them to be taken off the market, include safety warnings, or otherwise limit their sales. rr Serious adverse events or undesirable side effects caused by any product candidate we develop could cause us or regulatory authorities to interrupt, delay, or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign regulatory authorities. Results of any clinical trial we conduct could reveal a high and unacceptable severity and prevalence of side effects. In our Phase 1/2 study, subjects treated with FX- 322 experienced adverse events that include ear discomfort and ear pain that are considered to be associated with the intratympanic injection procedure. If unacceptable side effects arise in the development of any product candidate, we, the FDA, or the IRBs or IECs at the institutions in which our studies are conducted, or the DSMB, if constituted for our clinical trials, could recommend a suspension or termination of our clinical trials, or the FDA or comparable foreign regulatory authorities could order us to cease further development of or deny approval of a product candidate for any or all targeted indications. In addition, drug- related side effeff cts could affect patient recruitment or the ability a product liability claims. In addition, these side effeff cts may not be appropriately recognized or managed by the treating medical staff. We may have to train medical personnel regarding the proper administration protocol for our product candidates and to understand the side effect profiles for our clinical trials and upon any commercialization of any of our product candidates. Inadequate training in recognizing or managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition, and prospects significantly. of enrolled patients to complete a trial or result in potential Additionally, if FX-322 or any other product candidate we develop receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including: • • • • • • • • • regulatory authorities may suspend, withdraw, or limit approvals of such product, or seek an injunction against its manufacture or distribution; regulatory authorities may require us to recall a product or we may decide to initiate a voluntary recall of a product; regulatory authorities may require additional warnings on the label, such as a black box warning or contraindication; additional restrictions may be imposed on the marketing of the product or the manufacturing processes for the product or any component thereof; we may be required to implement a Risk Evaluation and Mitigation Strategy, or REMS, or create a medication guide outlining the risks of such side effects for distribution to patients; we may be required to conduct post-market studies or agree to post marketing commitments; we could be sued and held liablea for harm caused to patients; the product may become less competitive; and our reputation may suffer. 42 Any of these events could prevent us from achieving or maintaining market acceptance of a product candidate, if apa proved, and could significantly harm our business, results of operations, and prospects. Changes in funding for the FDA and other government agencies could hinder their ability to hire and retainii key leadership and other personnel, or otherwise prevent new products and services from being developed or commercializedii in a timely manner, which could negatively impact our business. The ability of the FDA to review and approve new products can be affected by a variety of factors, including ff government budget and funding statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. levels, ability to hire and retain key personnel and accept the payment of user fees, and Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed or approved by necessary government agencies, which would adversely affect our business. For example, over the last several years, including for 35 days beginning on December 22, 2018, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business. We may not be successful in our efforts to identify additional to capital, we must prioritize development of certain product candidates, thett adversely affect our business. tt product candidates. Due to our limited resources and access choice of which may prove to be wrong and Although we intend to explore additional product candidates based on our PCA platform, we may fail to identify viable new product candidates for clinical development for several reasons. If we fail to identify additional potential product candidates, our business could be materially harmed. Research programs to develop additional product candidates based on our PCA platform require substantial technical, financial, and human resources whether or not they are ultimately successful. Our research programs may initially show promise in identifying potential indications or product candidates, yet fail to yield results for clinical development for several reasons, including: • • • the research methodology used may not be successful in identifying potential indications or product candidates; potential product candidates may, after further study, be shown to have harmful or unexpected adverse effects or other characteristics that indicate they are unlikely to be effective drugs; or it may take greater human and fiff nancial resources than we possess to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting our ability to develop, diversify, and expand our product portfolio. Because we have limited financial and human resources, we intend to initially focus on research programs and product candidates for a limited set of indications. As a result, we may forego candidates or for other indications that could have greater commercial potential or a greater likelihood of success. Our resource allocation decisions may cause us to fail to capitalize opportunities. on viable commercial products or profitable market or delay pursuit of opportunities with other product a ff Accordingly, there can be no assurance that we will ever be able to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, which could materially adversely affect our future growth and prospects. For example, we may encounter delays in the process of selecting a product candidate for the treatment of MS and we may not achieve the time line we currently anticipate for submitting an IND. We may focus our efforts and resources on potential product candidates or other potential programs that ultimately prove to be unsuccessful. 43 The market opportunities for FX-322, if approved, may be smaller than we anticipate opportunity may be limited. ii and, as a result, our commercial We expect to initially seek approval of FX-322 for the treatment of SNHL. Our projections of the number of eligible patients are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, patient foundations, and market research, and may prove to be incorrect. Further, new sources may reveal a change in the estimated number of eligible patients, and the number of patients may turn out to be lower than expected. Additionally, the potentially addressable patient population for our current programs or future product candidates may be limited. For example, even if we obtain FDA approval for FX-322, it may be approved for a target population that is more limited than what we currently anticipate. Even if we obtain significant market share for any product candidate, if approved, if the potential target populations are smaller, we may never achieve profitability without obtaining marketing approval for additional indications. We have never obtained marketingii obtaining, marketing approval for any product candidate.ee approval for a product candidate and we may be unable to obtain, tt or may be delayed in We have never obtained marketing approval for a product candidate. It is possible that the FDA may refuse to accept for substantive review any NDAs that we submit for our product candidates or may conclude after review of our data that our applications are insufficient to obtain marketing approval of our product candidates. We believe our approach of activating progenitor cells to treat conditions or diseases through cellular regeneration is novel and, as a result, the process for, and the outcome of, FDA approval is especially uncertain. If the FDA does not accept or approve our NDAs for our product candidates, it may require that we conduct additional clinical, preclinical, or manufacturing validation studies and submit that data before it will reconsider our applications. Depending on the extent of these or any other FDA-required studies, approval of any NDA that we submit may be delayed or may require us to expend more resources than we have available. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA to approve our NDAs. Any delay in obtaining, or an inability to obtain, marketing approvals would prevent us from commercializing our product candidates, generating revenues, and achieving and sustaining profitability. If any of these outcomes occur, we may be forced to abandon our development efforts for our product candidates, which could significantly harm our business. Even if we obtain FDA approval for a product candidate in the United States, we or our collaborators may never obtainii approval for or commercialize the product candidate in any other jurisdiction, which would limit our ability to realize its full market potential. In order to market any product in a particular jurisdiction, we or our collaborators must establish and comply with numerous and varying regulatory requirements regarding safety and efficacy on a country-by-country basis. Approval by the FDA in the United States does not ensure approval by comparable regulatory authorities in other countries or jurisdictions. However, the failure to obtain approval in one jurisdiction may negatively impact our or our collaborators ability to obtain approval elsewhere. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and increased costs for us and require additional preclinical studies or clinical trials which could be costly and time- consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our products in those countries. We do not have any product candidates approved for sale in any jurisdiction, including in international markets, and we do not have experience in obtaining regulatory approval in international markets. If we or our collaborators fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, our target market will be reduced and we will be unable to realize the full market potential of any product we develop. 44 Even if we obtain regulatory approval for any product candidate, we will stillii requirements and obligations, which may result in significant additional expense, and any product candidates, if approved, may face future development and regulatory difficulties. face extensive and ongoing regulatory ll Any product candidate for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, packaging, distribution, adverse event reporting, storage, recordkeeping, export, import, and advertising and promotional activities for such product, among other things, will be subject to extensive and ongoing requirements of and review by the FDA and other regulatory authorities. These requirements include submissions of safety and other post-marketing information and reports, establishment registration and drug listing requirements, continued compliance with current Good Manufacturing Practice, or cGMP, requirements relating to manufacturing, quality control, quality assurance, and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and recordkeeping and Good Clinical Practice, or GCP, and requirements for any clinical trials that we conduct post-approval. Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the product candidate may be marketed or to the conditions of approval, including a requirement to implement a REMS. If a product candidate receives marketing approval, the accompanying label may limit the approved indicated use of the product, which could limit sales of the product. The FDA may also require costly post-marketing studies or clinical trials and surveillance to monitor the safety or efficacy of a product. The FDA closely regulates the post-approval marketing and promotion of drugs to ensure drugs are marketed only for the approved indications and in accordance with the provisions of the approved labeling. The FDA imposes stringent restrictions on manufacturers communications regarding off-label use, and if we market our products for uses beyond their approved indications, we may be subject to enforcement action for off-label marketing. Violations of the Federal Food, Drug, and Cosmetic Act, or FDCA, relating to the promotion of prescription drugs, may lead to FDA enforcement actions and investigations alleging violations of federal and state healthcare fraud and abuse laws, as well as state consumer protection laws. a a In addition, later discovery of previously unknown adverse events or other problems with our products, manufacturers, or manufacturing processes or failure to comply with regulatory requirements, may yield various results, including: • • • • • • • • • • • • restrictions on manufacturing such products; restrictions on the labeling or marketing of products; restrictions on product distribution or use; requirements to conduct post-marketing studies or clinical trials; warning letters or untitled letters; refusal to approve pending applications or supplements to approved applications that we submit; recalls or market withdrawals of products; fines, restitution, or disgorgement of profits or revenues; suspension or withdrawal of marketing approvals; refusal to permit the import or export of our products; product seizure; or injunctions, consent decrees, or the imposition of civil or criminal penalties. Further, the FDAs policies may change, and additional government regulations may be enacted that could prevent, limit, or delay regulatory approval of a product candidate. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, which would adversely affeff ct our business, prospects, and ability to achieve or sustain profitability. 45 We also cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. The policies of the FDA and of other comparable regulatory authorities may change and additional government regulations may be enacted that could prevent, limit, or delay regulatory approval of a product candidate. For example, certain policies of the current presidential administration may impact our business and industry. Namely, the current presidential administration has taken several executive actions, including the issuance of a number of Executive Orders, that could impose significant burdens on, or otherwise materially delay, the FDAs ability to engage in routine regulatory and oversight activities such as implementing statutes through rulemaking, issuance of guidance, and review and approval of marketing applications. These executive actions and other policies of the current administration may impact the FDAs ability to exercise its regulatory authority, though the extent to which they will impact the development of FX-322 or any other product candidates we develop is unknown. If these executive actions impose constraints on the FDAs ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted. If we are slow or unable to adapta to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition, and results of operations. Furthermore, noncompliance by us or any collaborator with regulatory requirements, including safety monitoring or pharmacovigilance, may also result in significant financial penalties, which would adversely affect our business. We received Fast Track designation by the FDA for FX-322 and may seek Fast Track designation by the FDA for any future product candidates, but we might not receive such a designation. However, such designation may not lead to a faster development or regulatory review or approval process. In October 2019, FX-322 received Fast Track designation by the FDA. If a drug is intended for the treatment of a serious condition and nonclinical or clinical data demonstrate the potential to address an unmet medical need for this condition, a drug sponsor may qualify for FDA Fast Track designation. Fast Track designation provides increased opportunities for sponsor meetings with the FDA during preclinical and clinical development, in addition to the potential for rolling review once a marketing application is filed. The FDA has broad discretion whether to grant Fast Track designation, and we may not receive such a designation for all of the product candidates for which we may request it. Morever, even if we receive Fast Track designation, Fast Track designation does not ensure that we will receive marketing approval or that approval will be granted within any particular time frame. We may not experience a faster development or regulatory review or approval process with Fast Track designation compared to conventional FDA procedures. In addition, the FDA may withdraw Fast Track designation if it believes that the designation is no longer supported by data from our clinical development program. Fast Track designation alone does not guarantee qualification for the FDAs priority review procedures. We may seek a Breakthrough Therapy designation for our product candidates, but we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process. We may seek a Breakthrough Therapy designation for FX-322 if future results support such designation or other product candidates we may develop. A Breakthrough Therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies substantial treatment effects observed early in clinical development. For drugs that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Drugs designated as breakthrough therapies by the FDA may also be eligible for priority review if supported by clinical data at the time the NDA is submitted to the FDA. on one or more clinically significant endpoints, such as a Designation as a Breakthrough Therapy is within the discretion of the FDA. Accordingly, even if we believe that a product candidate meets the criteria for designation as a Breakthrough Therapy, the FDA may disagree and instead determine not to make such a designation. Even if we receive Breakthrough Therapy designation, the receipt of such designation may not result in a faster development or regulatory review or approval process compared to drugs considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if a product candidate qualifies as a Breakthrough Therapy, the FDA may later decide that it no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. 46 Potential product liability lawsuits against us could cause us to incur substantial liabilities any products that we may develop. ll ii and limit commercialization of The use of any product candidate we may develop in clinical trials and the sale of any products for which we obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by patients, healthcare providers, pharmaceutical companies or others selling or otherwise coming into contact with our products. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated adverse effects. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in: • • • • • • • • • impairment of our business reputation and significant negative media attention; withdrawal of participants from our clinical trials; significant costs to defend the litigation; distraction of managements attention from our primary business; substantial monetary awards to patients or other claimants; inability to commercialize a product candidate; product recalls, withdrawals or labeling, marketing or promotional restrictions; decreased market demand for any product; and loss of revenue. The product liability insurance we currently carry, and any additional product liability insurance coverage we acquire in the future, may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If we obtain marketing approval for any product candidate, we intend to acquire insurance coverage to include the sale of commercial products; however, we may be unable to obtain product liability insurance on commercially reasonable terms or in adequate amounts. A successful product liability claim, or series of claims, brought against us could cause our share price to decline and, if judgments exceed our insurance coverage, could adversely affect our results of operation and business, including preventing or limiting the commercialization of any product candidates we develop. a The COVID-19 pandemic could adversely impactm operations. our business, including our preclinical studies, clinical trials and In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-1 has spread to multiple countries, including the United States and several European countries. If COVID-19 continues to spread in the United States and worldwide, we may experience disruptions that could severely impact our business, operations, preclinical studies and clinical trials, including: • • • • • • • delays, difficulties or postponement in enrolling and retaining patients in our clinical trials; delays, difficulties or postponement in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff; diversion of healthcare resources away from the conduct of clinical trials, including the diversion of ENT practices and academic centers serving as our clinical trial sites and staff supporting the conduct of our clinical trials; interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others; and limitations in employee resources that would otherwise be focused on the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; inability to obtain additional financing or access the financial markets if any of the CMOs involved in the manufacture and supply of FX-322 experience a delay or disruption due to COVID-19, we may not have sufficient quantities of FX-322 for our planned activities and may not be able to transition to a new CMO in a timely or cost-effective manner, or at all, which would negatively impact our ability to develop and potentially commercialize FX-322. 47 The global outbreak of COVID-19 continues to rapidly evolve and has begun to have indeterminable adverse effects on general commercial activity and the world economy. We have observed an impact from COVID-19 as several clinical trial sites have informed us that they have temporarily halted enrollment. We believe that other clinical trial sites may be similarly affected and that the rate of patient enrollment, participation and retention in the trial may be reduced, and for a number of the clinical sites, halted for an unknown period of time. Any reduction in enrollment, participation and retention and any halts may delay our Phase 2a clinical trial and our development plans for FX-322, which could have an adverse impact on our business and results of operations. The extent to which COVID-19 may impact our business, preclinical studies, clinical trials (including the completion and timing of our Phase 2a clinical trial) and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. In addition, if we or any of the third parties with whom we engage were to experience shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and negatively impacted, which could have a material adverse effect on our business and our financial results. Risks related to commercialization We face significant competition from biotechnology, pharmaceutical, and medical device companies, and our operating results will suffer if we fail to competem effectively. The biotechnology, pharmaceutical, and medical device industries are highly competitive and subject to significant and rapid technological change. Our success is highly dependent on our ability to acquire, develop, and obtain marketing approval for new products on a cost-effective basis and to market them successfully. If a product candidate we develop is approved, we will face intense competition from a variety of businesses, including large, fully integrated pharmaceutical companies, specialty pharmaceutical companies, and early-stage companies, particularly if the early-stage company has a company. We are aware of several companies developing products to collaborative arrangement with a large and established treat SNHL through the regeneration of hair cells, and we also anticipate that new companies will enter the SNHL market in the future. If we successfully develop and, if approved, commercialize FX-322 for the treatment of SNHL, it may compete, or potentially be used in conjunction, with currently marketed devices, including the hearing aids and cochlear implants currently available and the next generation of improved hearing aids and cochlear implants, and any new therapies that may become available in the future. a Competition could render any product candidate we develop obsolete, less competitive, or uneconomical. Our competitors may, among other things: • • • • • • • • have significantly greater name recognition and fiff nancial, manufacturing, marketing, product development, technical, and human resources than we do, with mergers and acquisitions in the biotechnology, pharmaceutical, and medical device industries resulting in even more resources being concentrated in our competitors; more effectively recruit and retain qualified scientific and management personnel; more effectively establish clinical trial sites and patient registration; develop and commercialize products that are safer, more effective, less expensive, more convenient, or easier to administer, or have fewer or less severe side effects; obtain quicker regulatory approval; better protect their patents and intellectual property or acquire technologies that are complementary to, or necessary for, our programs; implement more effective approaches to sales, marketing, pricing, coverage, and reimbursement; or form more advantageous strategic alliances or collaborations. If we are not able to effff eff ctively compete for any of the foregoing ff reasons, our business will be materially harmed. 48 ii The successful commercialization governmental authorities and health insurers establish adequate coverage, reimbursement levels,ll and pricing policies. Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limitii our or our collaborators ability to market those products and decrease our or our collaborators ability to generate revenue. of any product candidate we develop will depend in part on the extent to which The availability and adequacy of coverage and reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers, and other third-party payors are essential for most patients to be able to afford prescription medications. Our ability to achieve acceptable levels of coverage and reimbursement for products or procedures using our products by governmental authorities, private health insurers and other organizations will influence our ability to successfully commercialize any product candidates we develop. Obtaining adequate coverage and reimbursement for any product candidate we develop that is administered under the supervision of a physician, which is what we anticipate for FX- 322, may be particularly difficult because of the higher prices associated with such products. In addition, we believe that FX- 322 is a novel approach to treating hearing loss and, as a result, availability of coverage and reimbursement by payors is highly uncertain. A decision by a third-party payor not to cover or separately reimburse for our products or procedures using our products could reduce physician utilization of our products once approved. Assuming we obtain coverage for our product candidates or procedures using our products by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-payments that patients find unacceptably high. We cannot be sure that coverage and reimbursement in the United States or elsewhere will be available for any product we commercialize, and any reimbursement that may become available may be decreased or eliminated in the future. Third-party payors increasingly are challenging prices charged for pharmaceutical products and services, and the current presidential administration and Congress have introduced several proposals related to drug pricing. Many third-party payors may refuse to provide coverage and reimbursement for particular drugs or biologics when an equivalent generic drug, biosimilar, or a less expensive therapy is available. Although there are currently no FDA approved drugs for the treatment of SNHL, it is possible that a third-party payor may consider FX-322 as substitutable and only offer to reimburse patients for the less expensive product. Even if we show improved efficacy, pricing of existing drugs may limit the amount we will be able to charge for any product we commercialize. Payors may deny or revoke the reimbursement status of a given product or establish prices for new or existing marketed products at levels that are too low to enable us to realize a satisfactory return on our investment in our product candidates. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize our product candidates and may not be able to obtain a satisfactory financial return on our product candidates. Additionally, our ability to obtain a satisfactory financial return depends on what, if any, proposals related to drug pricing may be implemented and, if implemented, when they might take effect. There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, third-party payors, including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs and biologics will be covered. The Medicare and Medicaid programs increasingly are used as models in the United States for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs and biologics. Some third-party payors may require pre- approval of coverage for new or innovative devices or drug therapies before they will reimburse healthcare providers who use such therapies. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates. No uniform policy for coverage and reimbursement for products exists among third-party payors in the United States. Therefore, coverage and reimbursement for products can differ significantly from payor to payor, and one third-party payors decision to cover a product does not ensure that other payors will also provide similar coverage. Additionally, the process for determining whether a third-party payor will provide coverage for a product is typically separate from the process for setting the price of such product or establishing the reimbursement rate that the payor will pay for the product once coverage is apa proved. As a result, the determination of coverage and reimbursement is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our product candidates to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Furthermore, rules and regulations regarding reimbursement change frequently, in some cases at short notice, and we believe that changes in these rules and regulations are likely. Moreover, increasing efforts by governmental and third-party payors in the United States to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for any product we commercialize. We expect to experience pricing pressures in connection with the sale of our product candidates due to the trend toward managed health care, the increasing influence of health maintenance organizations, and additional legislative, administrative, or regulatory changes. The downward pressure on healthcare costs in general, particularly prescription drugs and biologics and surgical procedures and other treatments, has become intense. As a result, increasingly high barriers are being erected to the entry of new products. 49 We or our collaborators may also be subject to extensive governmental price controls and other market regulations outside of the United States, and we believe the increasing emphasis on cost-containment initiatives in other countries have and will continue to put pressure on the pricing and usage of medical products. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Other countries allow companies to fix their own prices for medical products but monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we or our collaborators our collaborators commercialize. Accordingly, in markets outside the United States, the reimbursement for products we or our collaborators commercialize may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenue and profits. are able to charge for products we or a Even if a product candidate we develop receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors, or others in the medical community necessary for commercial success. If a product candidate we develop receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors, and others in the medical community. If it does not achieve an adequate level of acceptance, we may not generate significant product revenues or become profitable. The degree of market acceptance of our product candidates, if approved, will depend on several factors, including, but not limited to: • • • • • • • • • • the efficacy and potential advantages compared to alternative treatments; effectiveness of sales and marketing efforts; the cost of treatment in relation to alternative treatments, including any similar generic treatments; our ability to offer our products for sale at competitive prices; the convenience and ease of administration compared to alternative treatments; the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies; a the strength of marketing and distribution support; the availability of third-party coverage and adequate reimbursement; the prevalence and severity of any side effects; and any restrictions on the use of our product together with other medications. Because we expect sales of our product candidates, if approved, to generate substantially all our revenues for the foreseeable future, the failure of our product candidates to find market acceptance would harm our business and could require us to seek additional financing. If we are unable to establish sales and marketing capabilities may not be successful in commercializing any product candidate we develop, if approved. ll either on our own or in collaboration with third parties, we a In order to market and successfully commercialize any product candidate we develop, if approved, we must build our with third parties for these services. We currently have no sales, sales and marketing capabilities or enter into collaborations marketing or distribution capabilities and as a company have no experience in marketing products. We intend to directly market and commercialize FX-322 for the treatment of SNHL, if approved, in the United States by developing our own sales and marketing force, targeting ear, nose, and throat doctors and audiologists. There are significant expenses and risks involved with establishing our own sales and marketing capabilities, including our ability to hire, train, retain, and appropriately incentivize a sufficient number of qualified individuals, generate sufficient sales leads and provide our sales and marketing team with adequate access to physicians who may prescribe our product, effecff dispersed sales and marketing team, and other unforeseen costs and expenses. Any failure or delay in the development of a product candidate that affects the expected timing of commercialization of the product candidate or results in the failure of the product candidate to be commercialized could result in us having prematurely or unnecessarily incurred costly commercialization expenses. Our investment would be lost if we are unable to retain or reposition our sales and marketing personnel. tively manage a geographically 50 We may also enter into collaborations for the sales and marketing of our product candidates, if approved. To the extent that we depend on collaborators for sales and marketing activities, any revenues we receive will depend upon the success of those collaborators sales and marketing teams and the collaborators prioritization of our product and compliance with applicable regulatory requirements, and there can be no assurance that the collaborators efforts will be successful. For example, under the License and Collaboration Agreement with Astellas, or the Astellas Agreement, we will depend on Astellas to sell and market FX-322 for the treatment of SNHL, if approved, outside of the United States, and we can have no assurance that it will be successful in its efforts or devote sufficient resources to the sale and marketing of FX-322. If we are unable to build our own sales and marketing team or enter into a collaboration for the commercialization of product candidates we develop, if approved, we may be forced to delay the commercialization of our product candidates or reduce the scope of our sales or marketing activities, which would have an adverse effect on our business, operating results and prospects. A variety of risks associated with operatingii internationally could materially tt adversely affect our business. Our business strategy includes potentially expanding internationally if any of our product candidates receive regulatory approval. Doing business internationally involves several risks, including, but not limited to: • • • • • • • • • • • multiple, conflicting, and changing laws and regulations, such as privacy regulations, tax laws, export and import restrictions, economic sanctions laws and regulations, employment laws, regulatory requirements, and other governmental approvals, permits, and licenses; failure by us to obtain and maintain regulatory approvals for the use of our products in various countries; additional potentially relevant third-party patent rights; complexities and difficulties in obtaining protection and enforcing our intellectual property; difficulties in staffing and managing foreign operations; complexities associated with managing multiple payor reimbursement regimes, government payors, or patient self-pay systems; limits in our ability to penetrate international markets; financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products, and exposure to foreign currency exchange rate fluctuations; natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions; certain expenses, including, among others, expenses for travel, translation, and insurance; and regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, its books and records provisions, or its anti-bribery provisions, as well as other applicable laws and regulations prohibiting bribery and corruption. Any of these factors could significantly harm any future international expansion and operations and, consequently, our results of operations. Risks related to our dependence on third parties The Astellas Agreement is important to our business. If we or Astellas fail to adequately perform under the Astellas Agreement, or if we or Astellas terminate SNHL outside the United States would be matett rially delayed Agreement, the development and commercialization of FX-322 for ll and our business would be adversely affected. the Astellas tt ll Under the Astellas Agreement, Astellas is responsible for the development and commercialization of FX-322 outside of the United States and we are responsible for development and commercialization in the United States. We and Astellas are jointly responsible for conducting global clinical studies and coordinating commercial launch activities. 51 We have received an upfront payment from Astellas of $80.0 million, and we may also receive development milestone payments up to $230.0 million. If the Astellas licensed products are successfully commercialized, we would be eligible for up to $315.0 million in potential commercial milestone payments plus tiered royalties at rates ranging from low- to mid-teen percentages. Termination of the Astellas Agreement could cause significant delays in our development and commercialization efforts for FX-322 for the treatment of SNHL outside of the United States. If the Astellas Agreement is terminated, we would need to expand our internal capabilities or enter into another agreement to compensate for the loss in funding and clinical development support from Astellas. Any suitable alternative agreement would take considerable time to negotiate and could also be on less favorable terms to us. Whether or not we identify another suitable collaborator, we may need to seek additional financing to continue the development of FX-322, or we may be forced to discontinue development of FX-322, either of which could have a material adverse effect on our business. We intend to continue to collaborate candidates. We may not succeed in establishing and maintaining collaborations, which may significantly limit our ability to successfully develop and commercialize our other product candidates, if at all. with third parties for the development and commercialization of our product ll We have entered into the Astellas Agreement for the development and commercialization of FX-322 for the treatment of SNHL outside the United States and may seek collaborations for the development and commercialization of other product candidates. The process of establishing and maintaining collaborative relationships is difficult, time-consuming, and involves significant uncertainty, such as: • • • • • • • • • • • • a collaborator may shift its priorities and resources away from our product candidates due to a change in business strategies, or a merger, acquisition, sale, or downsizing; a collaborator may seek to renegotiate or terminate its relationships with us due to unsatisfactory clinical results, manufacturing issues, a change in business strategy, a change of control or other reasons; a collaborator may cease development in therapeutic areas which are the subject of our collaboration; a collaborator may not devote sufficient capital or resources towards our product candidates, or may fail to comply with applicable regulatory requirements; a collaborator may change the success criteria for a product candidate, thereby delaying or ceasing development of such candidate; a significant delay in initiation of certain development activities by a collaborator will also delay payment of milestones tied to such activities, thereby impacting our ability to fund our own activities; a collaborator could develop a product that competes, either directly or indirectly, with our product candidate; a collaborator with commercialization obligations may not commit sufficient financial resources or personnel to the marketing, distribution, or sale of a product; a collaborator with manufacturing responsibilities may encounter regulatory, resource, or quality issues and be unable to meet demand requirements; a collaborator may terminate a strategic alliance; a dispute may arise between us and a collaborator concerning the research, development, or commercialization of a product candidate resulting in a delay in milestones or royalty payments or termination of the relationship and possibly resulting in costly litigation or arbitration, which may divert managements attention and resources; and a collaborator may use our products or technology in such a way as to invite litigation from a third party. If any collaborator fails to fulfill its responsibilities in a timely manner, or at all, our research, clinical development, manufacturing, or commercialization efforts related to that collaboration could be delayed or terminated, or it may be necessary for us to assume responsibility for expenses or activities that would otherwise have been the responsibility of our collaborator. If we are unable to establish and maintain collaborations on acceptable terms or to successfully transition away from terminated collaborations, we may have to delay or discontinue further development of one or more of our product candidates, undertake development and commercialization activities at our own expense, or find alternative sources of capital, which would have a material adverse impact on our clinical development plans and business. 52 Our employees and independent contractors, including principal investigators, CROs, consultants, vendors, and any third parties we may engage in connectiontt improper activities, including noncompliance withii adverse effect on our business. regulatory standards and requirements, which could have a material with development and commercialization may engage in misconduct or other ii Our employees and independent contractors, including principal investigators, CROs, consultants, vendors, and any third parties we may engage in connection with development and commercialization of our product candidates, could engage in misconduct, including intentional, reckless, or negligent conduct or unauthorized activities that violate applicable laws, rules, and regulations including: the laws and regulations of the FDA or other similar regulatory requirements of other authorities, including those laws that require the reporting of true, complete, and accurate information to such authorities; manufacturing standards; data privacy, security, fraud and abuse, and other healthcare laws and regulations; or laws that require the reporting of true, complete, and accurate financial information and data. Specifically, sales, marketing, and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing, and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs, and other business arrangements. Activities subject to these or other laws could also involve the improper use or misrepresentation of information obtained in the course of clinical trials, creation of fraudulent data in preclinical studies or clinical trials, or illegal misappropriation of drug product, which could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effecff from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. Additionally, we are subject to the risk that a person or government agency could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us or them and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant civil, criminal, and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid, other U.S. federal healthcare programs or healthcare programs in other jurisdictions, individual imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations. tive in controlling unknown or unmanaged risks or losses or in protecting us We currently rely on third-party contract manufacturing organizations, or CMOs, for the production of clinical supply of FX-322 and intend to rely on CMOs for the production of commercial supply of FX-322, if approved, and for clinical and commercial supply of our future product candidates, as well as to supply raw materials necessary to produce our product candidates. Our dependence on CMOs may impair the development of our product candidates and may impairi commercialization, which would adversely impact our business and financial position. their ii We do not own facilities for manufacturing FX-322 or any product candidate. Instead, we rely on and expect to continue to rely on CMOs for the supply of cGMP grade clinical trial materials of FX-322 and any product candidates we develop and, in future, for commercial quantities. Reliance on CMOs may expose us to more risk than if we were to manufacture our product candidates ourselves. If any CMO we engage is unable to provide sufficient supply of any product candidate we develop, we may be unable to arrange for an alternative supply or to do so on commercially reasonable terms or in a timely manner, which could delay any clinical trials, the commercial launch of our product candidates, if approved, or, regarding any commercial supply, result in a shortage in supply that could negatively impact our revenues. For example, we are substantially dependent on the CMO that supplies us with the proprietary glycogen synthase kinase 3, or GSK3, inhibitor that is a key component of FX-322 and the CMO that lyophilizes FX-322 into a powder. While there are other CMOs who are able to supply the GSK3 inhibitor or lyophilize FX-322, manufacture of the GSK3 inhibitor and the lyophilization process require proprietary knowledge or specialized capabilities that only a limited number of CMOs have. As a result, transitioning to a new CMO for either the supply of the GSK3 inhibitor or to conduct the lyophilization process would be particularly time consuming and costly. We have not engaged any other CMOs as back-up for the manufacture and supply of FX-322. As a result, if any of the CMOs involved in the manufacture and supply of FX-322 experience a delay or disruption, or if we fail to obtain the appropriate approvals to manufacture and supply FX-322 outside the US (e.g., Bayh-Dole), we may not have sufficient quantities of FX-322 for our planned activities and may not be able to transition to a new CMO in a timely or cost-effective manner, or at all, which would negatively impact our ability to develop and potentially commercialize FX- 322. The facilities used to manufacture our product candidates must be inspected by the FDA and comparable foreign regulatory authorities. While we provide oversight of manufacturing activities, we do not and will not control the execution of manufacturing activities by, and are or will be dependent on, our CMOs for compliance with cGMP requirements for the manufacture of our product candidates. As a result, we are subject to the risk that our product candidates may have manufacturing defects that we have limited ability to prevent. If a CMO cannot successfully manufacture material that conforms to our specifications and the regulatory requirements, we will not be able to secure or maintain regulatory approval for the use of our product candidates in clinical trials, or for commercial distribution of our product candidates, if approved. While we have engaged independent auditors to assess the compliance with the protocol that we co-developed with our CMOs regarding the manufacturing process for FX-322, in general, we have limited control over the ability of our CMOs to maintain adequate quality control, quality assurance, and qualified personnel, and we were not involved in developing our CMOs policies and procedures. 53 If the FDA or comparable foreign regulatory authority finds deficiencies with or does not approve these facilities for the manufacture of our product candidates or if it withdraws any such approval or finds deficiencies in the future, we may need to find alternative manufacturing facilities, which would delay our development program and significantly impact our ability to develop, obtain regulatory approval for, or commercialize our product candidates, if approved. In addition, any failure to achieve and maintain compliance with laws, regulations, and standards related to manufacturing could subject us to risks, including the risk that we may have to suspend the manufacture of our product candidates, that obtained approvals could be revoked, and that the FDA or another governmental regulatory authority may take enforcement actions, including untitled letters, warning letters, seizures, injunctions, or product recalls. Furthermore, CMOs may breach existing agreements they have with us because of factors beyond our control. They may also terminate or refuse to renew their agreement at a time that is costly or otherwise inconvenient for us. If we were unable to find an adequate CMO or another acceptable solution in time, our clinical trials could be delayed, or our commercial activities could be harmed. We contract for the supply of the active pharmaceutical ingredient, or API, and other raw material necessary to produce ff for the supply of API and other raw material for any other product candidate we FX-322 and we may contract in the future develop. Supplies of API or other raw material could be interrupted from time to time and we cannot be certain that alternative supplies could be obtained within a reasonable time frame, at an acceptable cost, or at all. In addition, a disruption in the supply of API or other raw material could delay the commercial launch of our product candidates, if approved, or result in a shortage in supply, which would impair our ability to generate revenues. Growth in the costs and expenses of API or other raw material may also impair our ability to cost-effectively manufacture our product candidates. In addition, there may be a limited number of suppliers for API or other raw material that we may use to manufacture our product candidates, and we cannot be certain that we will be able to engage such suppliers in a timely manner or at all. If we are unable to do so, clinical development of our product candidates, commercialization for any approved product, or our business could be adversely affected. Finding new CMOs or third-party suppliers involves additional cost and requires our managements time and focus. In addition, there is typically a transition period when a new CMO commences work. Although we have not, and do not intend to, begin a clinical trial unless we believe we have on hand, or will be able to obtain, a sufficient supply of our product candidates to complete the clinical trial, any significant delay in the supply of our product candidates or the raw materials needed to produce our product candidates, could considerably delay conducting our clinical trials and potential regulatory approval of our product candidates. As part of their manufacture of our product candidates, our CMOs and third-party suppliers are expected to comply with and respect the proprietary rights of others. If a CMO or third-party supplier fails to acquire the proper licenses or otherwise infringes the proprietary rights of others in the course of providing services to us, we may have to find alternative CMOs or third-party suppliers or defend against claims of infringement, either of which would significantly impact our ability to develop, obtain regulatory approval for, or commercialize our product candidates, if approved. We intend to rely on third parties to conduct, supervise, and monitor our clinical trials. If those third parties do not successfully carry out their contractual duties, or if they perform in an unsatisfactory manner, it may harm our business. We rely, and will continue to rely, on CROs, CRO-contracted vendors, and clinical trial sites to ensure the proper and timely conduct of our clinical trials, including our Phase 2a trial and other planned clinical trials of FX-322 for the treatment of SNHL. Our reliance on CROs for clinical development activities limits our control over these activities and we were not involved in developing our CROs policies and procedures, but we remain responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol and legal, regulatory, and scientific standards. We and our CROs will be required to comply with the Good Laboratory Practice requirements for our preclinical studies and GCP requirements for our clinical trials, which are regulations and guidelines enforced by the FDA and are also required by comparable foreign regulatory authorities. Regulatory authorities enforce GCP requirements through periodic inspections of trial sponsors, principal investigators, and clinical trial sites. If we or our CROs fail to comply with GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with GCP requirements. In addition, our clinical trials must be conducted with product produced under cGMP requirements. Accordingly, if our CROs fail to comply with these requirements, we may be required to repeat clinical trials, which would delay the regulatory approval process. 54 Our CROs are not our employees, and we do not control whether they devote sufficient time and resources to our clinical trials. Our CROs may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials, or other drug development activities, which could harm our competitive position. We face the risk of potential unauthorized disclosure or misappropriation reduce our trade secret protection and allow our potential competitors to access and exploit our proprietary technology. If our CROs do not successfully carry out their contractual duties or obligations, or fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to the faff ilure to adhere to our clinical protocols or regulatoryrr requirements or for any other reason, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize, any product candidate that we develop. As a result, our financial results and the commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and our ability to generate revenue could be delayed. of our intellectual property by CROs, which may a If our relationship with any CROs terminates, we may not be able to enter into arrangements with alternative CROs or do so on commercially reasonable terms. Switching or adding additional CROs involves substantial cost and requires managements time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we intend to carefully manage our relationships with our CROs, there can be no assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have an adverse impact on our business, financial condition, and prospects. Risks related to healthcare laws and other legal compliance matters Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercializeii our product candidates, if approved, and may affect the prices we may set. In the United States and other jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes, and additional proposed changes, to the healthcare system that could affect our future results of operations. In particular, there have been and continue to be a number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of health care. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively the ACA, was enacted, which substantially changed the way healthcare is financed by both governmental and private insurers. Among the provisions of the ACA, those of greatest importance to the biotechnology and pharmaceutical industries include the following: • • • • • an annual, non-deductible fee payable by any entity that manufactures or imports certain branded prescription drugs and biologic agents; an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program; a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are ff calculated for drugs and biologics that are inhaled, infused, instilled, implanted, or injected; a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research; and establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services, or CMS, to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending. Since its enactment, there have been judicial challenges to certain aspects of the ACA, and we expect there will be additional challenges to the ACA in the future. For example, in December 2018, a U.S. District Court judge in the Northern District of Texas ruled that the individual mandate is a critical and inseverable feature of the ACA, and therefore, because it was modified as part of the TCJA, the remaining provisions of the ACA are invalid as well. On December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the district courts decision that the individual mandate was unconstitutional but remanded the case back to the District Court to determine whether the remaining provisions of the ACA are invalid as well. It is unclear how these decisions, subsequent appeals, or other efforts ff ACA will impact the law or our business or financial condition. to challenge, repeal or amend some or all aspects of the 55 Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. For example, the Budget Control Act of 2011 resulted in aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effecff t in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2029 unless additional action is taken by Congress. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws or any other similar laws introduced in the future may result in additional reductions in Medicare and other healthcare funding, which could negatively affect our potential customers and accordingly, our financial operations. Additionally, there has been increasing legislative and enforcement interest in the United States with respect to ff specialty drug pricing practices. Specifically, there have been administration efforts, federal and state legislation designed to bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient assistance programs and reform government program reimbursement methodologies for drugs. For example, the current presidential administrations fiscal year 2019 budget proposal contained further drug price control measures which could be implemented in future legislation or through rulemakings or administrative or executive actions. These measures include, for example, allowing some states to negotiate drug prices under Medicaid and eliminating cost sharing for generic drugs for low-income patients. Moreover, payment methodologies may be subject to changes in healthcare legislation and regulatory initiatives. We expect that additional U.S. federal healthcare reform measures will be implemented in the future, federal government will pay for healthcare products and services, which could result in reduced candidates or additional pricing pressures. any of which could limit the amounts that the U.S. demand for our product Congressional inquiries and proposed d ff Individual states in the United States have also become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, measures designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third-party payors or other restrictions could harm our business, results of operations, financial condition, and prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. Furthermore, there has been increased interest by third-party payors and governmental authorities in reference pricing systems and publication of discounts and list prices. These reforms could reduce the ultimate demand for our product candidates or put pressure on our product pricing. In markets outside of the United States, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies. We cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation or administrative action in the United States or any other jurisdiction. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability. Our business operations and current and future relationships with contractors, investigators, healthcare professionals, consultants, third-party payors, patient organizations, customers, and others will be subject to applicable regulatory laws, which could expose us to penalties. healthcare ll Our business operations and current and future arrangements with contractors, investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell, and distribute our product candidates, if approved. Such laws include: • the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving, or providing any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order, or recommendation of, any good, facility, item or service for which payment may be made, in whole or in part, under U.S. federal and state healthcare programs such as Medicare and Medicaid. 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. The U.S. federal Anti-Kickback Statute has been interpreted prescribers, purchasers and formulary managers on the other hand; to apply to arrangements between pharmaceutical manufacturers on the one hand and r 56 • • • • • • • • the U.S. federal false claims and civil monetary penalties laws, including the civil False Claims Act, or FCA, which, among other things, impose 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 U.S. federal government claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. A claim includes any request or demand for money or property presented to the federal government. In addition, pharmaceutical manufacturers can be held liablea government payors if they are deemed to cause the submission of false or fraudulent claims; under the FCA even when they do not submit claims directly to the U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and 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 U.S. 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, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose, among other things, specified requirements relating to privacy, security and breaches of individually identifiable health information by covered entities subject to the rule, such as health plans, healthcare clearinghouses and healthcare providers as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information. HITECH created new tiers of civil monetaryrr penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA, as amended by HITECH, and seek attorneys fees and costs associated with pursuing federal civil actions; the FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics, and medical devices; federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; federal price reporting laws, which require manufacturers to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on approved products; the U.S. federal legislation commonly referred to as the Physician Payments Sunshine Act, enacted as part of the ACA, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics, and medical supplies that are reimbursable under Medicare, Medicaid, or the Childrens Health Insurance Program to report annually to the government information physicians and teaching hospitals, as well as ownership and investment interests held by certain physicians and their immediate family members; related to certain payments and other transfers of value to ff analogous U.S. state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industrys voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; and state laws governing privacy, security, and breaches 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. For example, the California Consumer Privacy Act, or the CCPA, which went into effect on January 1, 2020, gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability; ff 57 • • similar healthcare laws and regulations in the European Union, or EU, and other jurisdictions, including reporting requirements detailing interactions with and payments to healthcare providers and laws governing the privacy and security of personal information, GDPR, which imposes obligations and restrictions on the collection, use, and disclosure of personal data relating to individuals located in the EU and the European Economic Area, or EEA, (including health data); and such as, where applicable, the General Data Protection Regulation, or ff laws and regulations prohibiting bribery and corruption such as the FCPA, which, among other things, prohibits U.S. companies and their employees and agents from authorizing, promising, offering, or providing, directly or indirectly, corruptu public international organizations or foreign government-owned or affiliated entities, candidates for foreign public office, and foreign political parties or officials thereof. or improper payments or anything else of value to foreign government officials, employees of Because of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it is possible that some of our business activities, including our consulting agreements and other relationships with healthcare providers, some of whom receive stock or stock options as compensation for their services, could be subject to challenge under one or more of such laws. Ensuring that our current and future internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance, or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to actions including the imposition of civil, criminal, and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid, and other federal healthcare programs, individual imprisonment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements, or oversight if we become subject to a corporate agreement to resolve allegations of noncompliance with these laws, and curtailment or restructuring of our operations, any of which could adversely affecff t our ability to operate our business and our results of operations. If any of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs and imprisonment, which could affect our ability to operate our business. Further, defending against any such actions can be costly, time consuming, and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. integrity agreement or similar rr Any clinical trial programs, marketing, or research collaborations in the European Economic Area will subject us to the GDPR. The GDPR applies to companies established in the EEA, as well as to companies that are not established in the EEA and which collect and use personal data in relation to (i) offering goods or services to, or (ii) monitoring the behavior of, individuals located in the EEA. If we conduct clinical trial programs in the EEA (whether the trials are conducted directly by us or through a clinical vendor or collaborator), or enter into research collaborations involving the monitoring of individuals in the EEA, or market our products to individuals in the EEA, we will be subject to the GDPR. The GDPR puts in place stringent operational requirements for processors and controllers of personal data, including, for example, high standards for obtaining consent from individuals to process their personal data (or reliance on another appropriate legal basis), the provision of robust and detailed disclosures to individuals about how personal data is collected and processed (in a concise, intelligible and easily accessible form), a comprehensive individual data rights regime (including access, erasure, objection, restriction, rectification and portability), maintaining a record of data processing, data export restrictions governing transfersff of data from the EEA, short timelines for data breach notifications to be given to data protection regulators or supervisory authorities (and in certain cases, affeff cted individuals) of significant data breaches, and limitations on retention of information. The GDPR also puts in place increased requirements pertaining to health data and other special categories of personal data, as well as a definition of pseudonymized (i.e., key-coded) data. Further, the GDPR provides that EEA member states may establish their own laws and regulations limiting the processing of genetic, biometric, or health data, which could limit our ability to collect, use, and share such data and/or could cause our costs to increase. In addition, there are certain obligations if we contract third-party processors in connection with the processing of personal data. If our or our collaborators or service providers privacy or data security measures fail to comply with the GDPR requirements, we may be subject to litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data, or fines of up to 20 million Euros or up to 4% of our total worldwide annual revenue of the preceding financial year, whichever is higher, as well as compensation claims by affected individuals, including class-action type litigation, negative publicity, reputational harm and a potential loss of business and goodwill. Additionally, following the United Kingdoms withdrawal from the European Union, we will have to comply with the GDPR and the United Kingdom GDPR, each regime having the ability to fine up to the greater of 20 million/ £17.5 million or 4% of global turnover. The relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, for example around how data can lawfully be transferred between each jurisdiction, which exposes us to further compliance risk. 58 We are subject to environmental, healthll substantial expenses in connection with environmental compliance or remediation activities. and safety laws and regulations, and we may become exposed to liability and tt Our operations, including our development, testing and manufacturing activities, are subject to numerous environmental, health and safety laws and regulations. These laws and regulations govern, among other things, the controlled use, handling, release, and disposal of and the maintenance of a registry for, hazardous materials and biological materials, such as chemical solvents, human cells, carcinogenic compounds, mutagenic compounds, and compounds that have a toxic effect on reproduction, laboratory procedures and exposure to blood-borne pathogens. If we fail to comply with such laws and regulations, we could be subject to fines or other sanctions. As with other companies engaged in activities similar to ours, we face a risk of environmental liability inherent in our current and historical activities, including liability Environmental, health and safety laws and regulations are becoming more stringent. We may be required to incur substantial expenses in connection with future environmental compliance or remediation activities, in which case, the production efforts of our third-party manufacturers or our development efforts may be interrupted or delayed. relating to releases of or exposure to hazardous or biological materials. a Risks related to our intellectual property If we are unable to obtain, maintain, enforce and protect patent protection for our technology and product candidates or if the scope of the patent protection obtained is not sufficientlyll broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and commercializeii technology and product candidates may be adversely affected. our Our success depends in large part on our ability to obtain and maintain protection of the intellectual property we may own solely and jointly with others, or may license from others, particularly patents, in the United States and other countries with respect to any proprietary technology and product candidates we develop. We seek to protect our proprietary position by filing patent applications in the United States and abroad related to our technologies and product candidates that are important to our business and by in-licensing intellectual property related to such technologies and product candidates. If we are unable to obtain or maintain patent protection with respect to any proprietary technology or product candidate, our business, financial condition, results of operations and prospects could be materially harmed. The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, defend, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, we do not have the right to control the preparation, filing, and prosecution of patent applications, or to maintain, enforce, third parties. Therefore, these in-licensed patents, and applications may not be prepared, filed, prosecuted, maintained, defended, and enforced in a manner consistent with the best interests of our business. and defend the patents, covering technology that we license from ff The patent position of pharmaceutical and biotechnology companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the scope of patent protection outside of the United States is uncertain and laws of foreign countries may not protect our rights to the same extent as the laws of the United States or vice versa. For example, European patent law restricts the patentability of methods of treatment of the human body more than U.S. law does. With respect to both owned and in-licensed patent rights, we cannot predict whether the patent applications we and our licensors are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors. Further, we may not be aware of all third-party intellectual property rights potentially relating to our product candidates. In addition, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not published at all. Therefore, neither we nor our licensors can know with certainty whether either we or our licensors were the first to make the inventions claimed in the patents and patent applications we own or in-license now or in the future, or that either we or our licensors were the first to file forff enforceability, and commercial value of our owned and in-licensed patent rights are uncertain. Moreover, our owned and in- licensed pending and future patent applications may not result in patents being issued which protect our technology and tively prevent others from commercializing competitive technologies product candidates, in whole or in part, or which effecff and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents and our ability to obtain, protect, maintain, defend, and enforce our patent rights, narrow the scope of our patent protection and, more generally, could affff eff ct the value or narrow the scope of our patent rights. patent protection of such inventions. As a result, the issuance, scope, validity, 59 Moreover, we or our licensors may be subject to a third-party pre-issuance submission of prior art to the United States Patent and Trademark Office, or USPTO, or become involved in opposition, derivation, revocation, reexamination, inter partes review, post-grant review, or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize our technology or product candidates and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize drugs without infringing third-party patent rights. If the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates. Additionally, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if our owned and in-licensed patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our owned and in-licensed patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and product candidates. Such proceedings also may result in substantial cost and require significant time from our management and employees, even if the eventual outcome is favorable to us. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. Furthermore, our competitors may be able to circumvent our owned or in-licensed patents by developing similar or alternative technologies or products in a non-infringing manner. As a result, our owned and in-licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing technology and products similar or identical to any of our technology and product candidates. Patent terms may be inadequate to protect our competitive positiontt time. on our product candidates for an adequate amount of Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest United States non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics or biosimilars. Given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. If we are unable to obtain licenses from third parties on commercially reasonable termsrr obligations under such agreements, our business could be harmed. or fail to comply withii our It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our products, in which case we would be required to obtain a license from these third parties. If we are unable to license such technology, or if we are forced to license such technology on unfavorable terms, our business could be materially harmed. If we are unable to obtain a necessary license, we may be unable to develop or commercialize the affected product candidates, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales or an obligation on our part to pay royalties and/or other forms of compensation. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. If we are unable to obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have, we may be required to expend significant time and resources to redesign our technology, product candidates, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected technology and product candidates, which could harm our business, financial condition, results of operations, and prospects significantly. 60 Additionally, if we fail to comply with our obligations under license agreements, our counterparties may have the right to terminate these agreements, in which event we might not be able to develop, manufacture or market, or may be forced to cease developing, manufacturing or marketing, any product that is covered by these agreements or may face other penalties under such agreements. Such an occurrence could materially adversely affect the value of the product candidate being developed under any such agreement. Termination of these agreements or reduction or elimination of our rights under these agreements, or restrictions on our ability to freely assign or sublicense our rights under such agreements when it is in the interest of our business to do so, may result in our having to negotiate new or reinstated agreements with less favorable terms, cause us to lose our rights under these agreements, including our rights to important intellectual property or technology, or impede, or delay or prohibit the further development or commercialization of, one or more product candidates that rely on such agreements. If we do not obtain patent term extett nsion in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, thereby potentially extett nding the term of our marketing exclusivity for any product candidates we may develop, our business may be materially harmed. In the United States, the patent term of a patent that covers an FDA-approved drug may be eligible for limited patent term extension, which permits patent term restoration as compensation for the patent term lost during the FDA regulatory review process. The Drug Price Competition and Patent Term Restoration Act of 1984, also known as the Hatch-Waxman Act, permits a patent term extension of up to five years beyond the expiration of the patent. The length of the patent term extension is related to the length of time the drug is under regulatory review. Patent extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval. In addition, only one patent applicable to an approved drug may be extended, and only those claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended. Similar provisions are available in Europe and certain other non-United States jurisdictions to extend the term of a patent that covers an approved drug. While, in the future, if and when our product candidates receive FDA approval, we expect to apply for patent term extensions on patents covering those product candidates, there is no guarantee that the applicable authorities will agree with our assessment of whether such extensions should be granted, and even if granted, the length of such extensions. We may not be granted patent term extension either in the United States or in any foreign country because of, for example, failing to exercise due diligence during the testing phase or regulatory review process, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents, or otherwise failing to satisfy applicable requirements. Moreover, the term of extension, as well as the scope of patent protection during any such extension, afforded by the governmental authority could be less than we request. If we are unable to obtain any patent term extension or the term of any such extension is less than we request, our competitors may obtain approval of competing products following the expiration of our patent rights, and our business, financial condition, results of operations, and prospects could be materially harmed. It is possible that we will not obtain patent term extension under the Hatch-Waxman Act for a United States patent covering any of our product candidates that we may identify even where that patent is eligible for patent term extension, or if we obtain such an extension, it may be for a shorter period than we had sought. Further, for our licensed patents, we may not have the right to control prosecution, including filing with the USPTO, of a petition for patent term extension under the Hatch-Waxman Act. Thus, if one of our licensed patents is eligible for patent term extension under the Hatch-Waxman Act, we may not be able to control whether a petition to obtain a patent term extension is filed, or obtained, from the USPTO. Also, there are detailed rules and requirements regarding the patents that may be submitted to the FDA for listing in the Approved Drug Products with Therapeutic Equivalence Evaluations, or the Orange Book. We may be unable to obtain patents covering our product candidates that contain one or more claims that satisfy the requirements for listing in the Orange Book. Even if we submit a patent for listing in the Orange Book, the FDA may decline to list the patent, or a manufacturer of generic drugs may challenge the listing. If one of our product candidates is approved and a patent covering that product candidate is not listed in the Orange Book, a manufacturer of generic drugs would not have to provide advance notice to us of any abbreviated new drug application filed with the FDA to obtain permission to sell a generic version of such product candidate. 61 Changes to patent laws in the United States and other jurisdictions could diminish the value of patents impairing our ability tott protect our products. ff in general, thereby Changes in either the patent laws or interpretation of patent laws in the United States, including patent reform legislation such as the Leahy-Smith America Invents Act, or the Leahy-Smith Act, could increase the uncertainties and costs surrounding the prosecution of our owned and in-licensed patent applications and the maintenance, enforcement, or defense of our owned and in-licensed issued patents. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of prior art to the USPTO during patent prosecution, and additional procedures to attack the validity of a patent at USPTO-administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Assuming that other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith Act, the United States transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement on our business, financial condition, results of operations, and prospects. or defense of our issued patents, all of which could have a material adverse effect ff In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on our patent rights and our ability to protect, defend and enforce our patent rights in the future. Although we or our licensors are not currently involved in any litigation, we may become involved in lawsuits to protect or enforce our patent or other intellectual property rights, which could be expensive, time-consuming and unsuccessful. Competitors and other third parties may infringe, misappropriate or otherwise violate our or our licensors issued patents or other intellectual property. As a result, we or our licensors may need to file infringement, misappropriation intellectual property related claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke such parties to assert counterclaims against us alleging that we infrff inge, misappropriate or otherwise violate their intellectual property. In addition, in a patent infringement proceeding, such parties could counterclaim that the patents we or our licensors have asserted are invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may institute such claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). The outcome following legal assertions of invalidity and unenforceability is unpredictable. or other a An adverse result in any such proceeding could put one or more of our owned or in-licensed patents at risk of being invalidated or interpreted narrowly and could put any of our owned or in-licensed patent applications at risk of not yielding an issued patent. A court may also refuse to stop the third party from using the technology at issue in a proceeding on the grounds that our owned or in-licensed patents do not cover such technology. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information or trade secrets could be compromised by disclosure during this type of litigation. Any of the foregoing could allow such third parties to develop and commercialize competing technologies and products and have a material adverse impact on our business, financial condition, results of operations, and prospects. 62 Interference or derivation proceedings provoked by third parties or brought by us or declared by the USPTO may be necessary to determine the priority of inventions with respect to our patents or patent applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms or at all, or if a non-exclusive license is offered and our competitors gain access to the same technology. Our defense of litigation or interference or derivation proceedings may fail and, even if successful, may result in substantial costs, and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our product candidates to market. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock. Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertainii and could have a material adverse effect on the success of our business. Our commercial success depends upon our ability and the ability a of our collaborators to develop, manufacture, market and sell our product candidates and use our proprietary technologies without infringing, misappropriating or otherwise violating the intellectual property and proprietary rights of third parties. There is considerable patent and other intellectual property litigation in the pharmaceutical and biotechnology industries. We may become party to, or threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our technology and product candidates, including interference proceedings, post grant review, inter partes review, and derivation proceedings before the USPTO and similar proceedings in foreign jurisdictions such as oppositions before the European Patent Office. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fiff elds in which we are pursuing development candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our technologies or product candidates that we may identify may be subject to claims of infringement of the patent rights of third parties. The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated and require significant resources to defend. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. The risks of being involved in such litigation and proceedings may increase if and as our product candidates near commercialization and as we gain the greater visibility associated with being a public company. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future, potentially relating to our technology and product candidates and their uses, or we may incorrectly conclude that third party intellectual property is invalid or that our activities and product candidates do not infringe such intellectual property. Thus, we do not know with certainty that our technology and product candidates, or our development and commercialization thereof, do not and will not infringe, misappropriate or otherwise violate any third partys intellectual property. regardless of merit. We may not be aware of all such intellectual property rights ff Third parties may assert that we are employing their proprietary technology without authorization. There may be third- party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the discovery, use or manufacture of the product candidates that we may identify or related to our technologies. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that the product candidates that we may develop may be found to infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. Moreover, as noted above, there may be existing patents that we are not aware of or that we have incorrectly concluded are invalid or not infringed by our activities. If any third-party patents were held by a court of competent jurisdiction to cover, for example, the manufacturing process of the product candidates that we may develop, any molecules formed during the manufacturing process or any final product itself,ff the holders of any such patents may be able to block our ability to commercialize such product candidate unless we obtained a license under the applicablea patents, or until such patents expire. 63 Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize the product candidates that we may identify. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys fees for willful infringement, pay royalties, redesign our infringing products, or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetaryrr expenditure. We may choose to take a license or, if we are found to infringe, misappropriate or otherwise violate a third partys intellectual property rights, we could also be required to obtain a license from such third party to continue developing, manufacturing and marketing our technology and product candidates. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us and could require us to make substantial licensing and royalty payments. We could be forced, including by court order, to cease developing, manufacturing and commercializing the infriff nging technology or product. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys fees, if we are found to have willfully infringed a patent or other intellectual property right and could be forced to indemnify our customers or collaborators. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business. In addition, we may be forced to redesign our product candidates, seek new regulatory approvals, and indemnify third parties pursuant to contractual agreements. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar material adverse effecff our business, financial condition, results of operations, and prospects. t on Intellectual property litigation or other legal proceedings relating to intellectual substantial resources and distract our personnel from their normal responsibilities. ll property could cause us to spend Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing, or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and may also have an advantage in such proceedings due to their more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of intellectual property litigation or other proceedings could compromise our ability to compete in the marketplace. Obtaining and maintaining patent protectiontt payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance depends on compliance withtt various procedural, document submission, fee with these requirements.tt ll Periodic maintenance, renewal and annuity fees and various other government fees on any issued patent and pending patent application must be paid to the USPTO and foreign patent agencies in several stages or annually over the lifetime of our owned and in-licensed patents and patent applications. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In certain circumstances, we rely on our licensing partners to pay these fees to, or comply with the procedural and documentary rules of, the relevant patent agency. With respect to our patents, we rely on an annuity service, outside firms, and outside counsel to remind us of the due dates and to make payment after we instruct them to do so. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, potential competitors might be able to enter the market with similar or identical products or technology. If we or our licensors fail to maintain the patents and patent applications covering our product candidates, it would have a material adverse effect on our business, financial condition, results of operations, and prospects. a a 64 If we fail to comply with our obligations in our intellectual property licenses and funding arrangements with third parties, or otherwise experience disruptions to our business relationships with our licensors, we could lose intellectual property rights that are important to our business. We are party to license and funding agreements that impose, and we may enter into additional licensing and funding ff arrangements with third parties that may impose, diligence, development, and commercialization timelines, milestone payment, royalty, insurance and other obligations on us. Under our existing licensing and funding agreements, we are obligated to pay royalties on net product sales of product candidates or related technologies to the extent they are covered by the agreements. If we fail to comply with such obligations under current or future license and funding agreements, our counterparties may have the right to terminate these agreements or require us to grant them certain rights. Such an occurrence t the value of any product candidate being developed under any such agreement. Termination could materially adversely affecff of these agreements or reduction or elimination of our rights under these agreements may result in our having to negotiate new or reinstated agreements with less favorable terms, or cause us to lose our rights under these agreements, including our rights to important intellectual property or technology, which would have a material adverse effect on our business, financial condition, results of operations, and prospects. Disputes may arise regarding intellectual property subject to a licensing agreement, including: • • • • • • the scope of rights granted under the license agreement and other interpretation related issues; the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; the sublicensing of patent and other rights under our collaborative development relationships; our diligence obligations under the license agreement and what activities satisfy those diligence obligations; the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and the priority of invention of patented technology. In addition, the agreements under which we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affeff cted technology and product candidates, which could have a material adverse effect on our business, financial conditions, results of operations, and prospects. Our current or future licensors may have relied on third-party consultants or collaborators or on funds from third parties such that our licensors are not the sole and exclusive owners of the patents and patent applications we in-license. If other third parties have ownership rights to patents and/or patent applications we in-license, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects. In spite of our best efforts, our licensors might conclude that we have materially breached our license agreements and might therefore terminate the license agreements, thereby removing our ability to develop and commercialize product candidates and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying intellectual property fails to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, products and technologies identical to ours. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects. 65 We may not be able to protect our intellectual property and proprietary rights throughout the world. ff Filing, prosecuting, and defending patents on product candidates in all countries throughout the world would be prohibitively expensive. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States, and even where such protection is nominally available, judicial and governmental enforcement third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection or licenses, but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. of such intellectual property rights may be lacking. Consequently, we may not be able to prevent Many companies have encountered significant problems in protecting and defending intellectual property rights in ff foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the of patents, trade secrets, and other intellectual property protection, particularly those relating to biotechnology enforcement products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. In addition, certain jurisdictions do not protect, to the same extent or at all, inventions that constitute new methods of treatment. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected. We may be subject to claims ii challenging the inventorship or ownership of our patents and other intellectual property. We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship or our or our licensors ownership of our owned or in-licensed patents, trade secrets, or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our product candidates. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects. ii We may be subject to claims used or disclosed confidential information of third parties, or we have wrongfully used or disclosed alleged trade secrets of their current or former employers, or claims asserting we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property. by third parties asserting that our employees, consultants or contractors have wrongfully Many of our employees, consultants and contractors were previously employed at universities or other pharmaceutical or biotechnology companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these individuals or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individuals current or former employer. Litigation may be necessary to defend against these claims. ff 66 In addition, while it is our policy to require our employees, consultants and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our intellectual property assignment agreements with them may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial conditions, results of operations, and prospects. If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could have a material adverse effect on our competitive business position and prospects. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third party to commercialize our technology or products, which license may not be available on commercially reasonable terms, or at all, or such license may be non-exclusive. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our management and employees. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. In addition to seeking patents for some of our technology and product candidates, we also rely on trade secrets and a confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information, to maintain our competitive position. We seek to protect our trade secrets and other proprietary technology, in part, by entering into non- disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or has had access to our trade secrets or proprietary technology. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Detecting the disclosure or misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside of the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, our competitive position would be materially and adversely harmed. If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. Our registered and unregistered trademarks or trade names may be challenged, infringed, circumvented, or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential collaborators or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trade names or trademarks that incorporate variations of our unregistered trade names or trademarks. Over the long term, if we are unable to successfully register our trade names and trademarks and establish name recognition based on our trade names and trademarks, then we may not be able to compete effecff may be adversely affecff be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations. tively, and our business ted. Our efforts to enforce or protect our proprietary rights related to trade names and trademarks may 67 Intellectual property rightstt do not necessarily address all potential threats. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example: • • • • • • • • • • • • we, or our license partners or current or future collaborators, might not have been the first to filff e patent applications covering certain of our or their inventions; others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or in-licensed intellectual property rights; it is possible that our owned and in-licensed pending patent applications or those we may own or in-license in the future will not lead to issued patents; issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors; our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information major commercial markets; learned from such activities to develop competitive products for sale in our ff we cannot ensure that any of our pending patent applications, if issued, or those of our licensors, will include claims having a scope sufficient to protect our product candidates; we cannot ensure that any patents issued to us or our licensors will provide a basis for an exclusive market for our commercially viable product candidates or will provide us with any competitive advantages; we cannot ensure that our commercial activities or product candidates will not infringe upon the patents of others; we cannot ensure that we will be able to successfully commercialize our product candidates on a substantial scale, if approved, before the relevant patents that we own, or license expire; we may not develop additional proprietary technologies that are patentable; the patents of others may harm our business; and we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property. Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations, and prospects. Risks related to our employees, managing our growth and our operations Our future success depends on our ability to retainii our key personnel and to attract, retain and motivate qualified personnel. We are highly dependent on the expertise of David L. Lucchino, our President and Chief Executive Officer, as well as the other principal members of our management, scientific, and clinical teams. Although we have employment agreements, offer letters or consulting agreements with our executive officers, these agreements do not prevent them from terminating their services at any time. If we lose one or more of our executive officers or key employees, our ability to implement our business strategy successfully could be seriously harmed. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize product candidates successfully. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel on acceptable terms given the competition among numerous biotechnology and pharmaceutical companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. 68 In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be engaged by other companies or organizations and may have commitments that limit their availability. If we are unable to continue to attract and retain highly qualified personnel, our ability to develop and commercialize our product candidates will be limited. We expect to expand our development, regulatory, and sales and marketing capabilities, difficulties in managingii our growth, which could disrupt our operations. ll and as a result, we may encounter We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of clinical development, regulatory affairs and sales and marketing. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities or acquire new facilities, and continue to recruit and train additional qualified personnel. Due to our limited financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able to effecff expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations. tively manage the expansion of our operations or recruit and train additional qualified personnel. The We may engage in transactions that could disrupt our business, cause dilution to our shareholders or reduce our financial resources. In the future, we may enter into transactions to acquire or in-license rights to product candidates, products or technologies, or to acquire other businesses. If we do identify suitable candidates, we may not be able to enter into such transactions on favorable terms, or at all. Any such acquisitions or in-licenses may not strengthen our competitive position, and these transactions may be viewed negatively by analysts, investors, customers, or other third parties with whom we have relationships. We may decide to incur debt in connection with an acquisition, or in-license or issue our common stock or other equity securities as consideration for the acquisition, which would reduce the percentage ownership of our existing stockholders. We could incur losses resulting from undiscovered liabilities of the acquired business that are not covered by the indemnification we may obtain from the sellers of the acquired business. In addition, we may not be able to successfully integrate the acquired personnel, technologies, and operations into our existing business in an effective, timely, and nondisruptive manner. Such transactions may also divert management attention from day-to-day responsibilities, increase our expenses, and reduce our cash available for operations and other uses. We cannot predict the number, timing or size of future acquisitions or in-licenses or the effect that any such transactions might have on our operating results. Our business and operations would suffer in the event of system failures. Despite the implementation of security measures, our computer systems, as well as those of our CROs and other contractors and consultants, are vulnerable to damage from computer viruses, unauthorized access, natural and manmade disasters (including hurricanes), terrorism, war, and telecommunication and electrical failures. While we do not believe that we have experienced any such system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in our or their operations, it could result in delays and/or material disruptions of our research and development programs. For example, the loss of preclinical or clinical trial data from completed, ongoing, or planned trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we currently rely on third parties for the manufacture of our product candidates and to conduct clinical trials, and similar events relating to their computer systems could also have a material adverse effect on our business. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability, delayed. and the development of our product candidates could be a Our proprietary or confidential information may be lost, or we may suffer security breaches. The U.S. federal and various state and foreign governments have enacted or proposed requirements regarding the collection, distribution, use, security and storage of personally identifiable information and other data relating to individuals. In the ordinary course of our business, we and third parties with which we have relationships will continue to collect and store sensitive data, including clinical trial data, proprietary business information, personal data and personally identifiable information of our clinical trial subjects and employees, in data centers and on networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our and our collaborators security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or internal bad actors, breaches due to employee error, technical vulnerabilities, malfeasance, or other disruptions. A number of proposed and enacted federal, state 69 and international laws and regulations obligate companies to notify individuals of security breaches involving particular personally identifiable information, which could result from breaches experienced by us or by third parties, including collaborators, vendors, contractors, or other organizations with which we have formed strategic relationships. Although, to our knowledge, neither we nor any such third parties have experienced any material security breach, and even though we may have contractual protections with such third parties, any such breach could compromise our or their networks and the information stored therein could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure, notifications, follow-up actions related to such a security breach or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and significant costs, including regulatory penalties, fines, and legal expenses, and such an event could disrupt our operations, cause us to incur remediation costs, damage our reputation, and cause a loss of confidence in us and our or such third parties ability to conduct clinical trials, which could adversely affect our reputation and delay the clinical development of our product candidates. Risks related to our common stock The market price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our stockholders. The market price of our common stock is likely to be highly volatile and may be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this section titled Risk factors and elsewhere in this Annual Report on Form 10-K, these factors include: • • • • • • • • • • • • • • • • • • • any delay in the enrollment or ultimate completion of our Phase 2a clinical trial and other planned clinical trials of FX-322 for the treatment of SNHL; the results of the Phase 2a clinical trial or other planned clinical trials of FX-322 for the treatment of SNHL or clinical trials of our competitors for the same indication; our ability to develop additional product candidates based on our PCA platform, including MS; any delay in submitting a regulatory filing and any adverse development or perceived adverse development with respect to the regulatory review of such filing; failure to successfully develop and commercialize FX-322 for the treatment of SNHL or any future product candidate; inability to obtain additional funding; regulatory or legal developments in the United States and other countries applicable to our PCA platform or any product candidate: adverse regulatory decisions; changes in the structure of healthcare payment systems; adverse developments concerning our CMOs or CROs; inability to obtain adequate product supply for our other product candidates, or the inability to do so at acceptable prices; introduction of new products, services or technologies by our competitors; our ability to effecff tively manage our growth; failure to meet or exceed financial projections we provide to the public; failure to meet or exceed the estimates and projections of the investment community; changes in the market valuations of companies similar to us; market conditions in the biotechnology and pharmaceutical sectors, and the issuance of new or changed securities analysts reports or recommendations; announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors; the termination of a collaboration agreement, licensing agreement or other strategic arrangement, or the inability to establish additional collaboration arrangements that we need on favorable terms, or at all; a 70 • • • • • significant lawsuits, including patent or shareholder litigation, and disputes or other developments relating to our proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our product candidates and PCA platforff m; additions or departures of key scientific or management personnel; sales of our common stock by us or our shareholders in the future; trading volume of our common stock; and general economic, industry and market conditions. In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory, and market conditions, may negatively affect the market price of our common stock, regardless of our actual operating performance. We could be subject to securities class action litigation. In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. This risk is especially relevant for us because biotechnology and pharmaceutical companies have experienced significant share price volatility in recent years. As a result, we may be more susceptible to these types of lawsuits and legal proceedings than other companies with more stable security prices. If we face such litigation, it could result in substantial costs and a diversion of managements attention and resources, which could harm our business. Our directors, executive officers and shareholders affiliated with our directors and executive officers own a significant percentage of our common stock and, if they choose to act together, willll be able to exert significant influence over matttt ett rs subject to shareholder approval. Our directors, executive officers, and shareholders affiliated with our directors and executive officers exert significant influence on us. As of February 29, 2020, these holders beneficially own approximately 17.1% of the voting power of our outstanding common stock. As a result, these holders, acting together, have significant influence over all matters that require approval of our stockholders, including the election of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions. The interests of these holders may not always coincide with our corporate interests or the interests of other shareholders, and they may act in a manner with which our shareholders may not agree or that may not be in the best interests of our other shareholders. If securities or industry analysts issue an adverse or misleading opinion regarding our common stock, our stock price and trading volume could decline. ll The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our clinical studies and operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Because we do not anticipate paying any cash dividends on our common stock in the foreseeablell appreciation, if any, willll be the sole source of gain for our stockholders. future, capital We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of our common stock will be the sole source of gain on an investment in our common stock for the foreseeable future. ff 71 Sales of a substantial number of shares of our common stock, or the perception that substantial sales might occur, could cause the price of our common stock to fall. a Sales of a substantial number of shares of our common stock, or the perception that these sales might occur, could through the sale of additional depress the market price of our common stock and could impair our ability to raise capital equity securities. The shares of common stock that were sold in the initial public offering of our common stock are freely transferable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares acquired by our affiliates, as defined in Rule 144 under the Securities Act. The remaining shares of our common stock that are outstanding are restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict, subject to certain exceptions, transfers for 180 days after the date of our initial public offering. We or certain of the underwriters of our initial public offering may release certain stockholders from the lock-up agreements or other contractual restrictions prior to the end of the 180-day period. In addition, there are shares of common stock that are either subject to outstanding options or reserved for future issuance under our existing equity incentive plans and may become eligible for future sale subject to vesting, the lock-up agreements, and Rule 144 and Rule 701 under the Securities Act. If these additional shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. Based on the shares of capital stock outstanding as of March 20, 2020, certain holders of shares of our common stock acquired prior to our initial public offering are entitled to rights with respect to the registration of their shares under the Securities Act, subject to the 180-day lock-up agreements and other contractual restrictions described above Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by affiliates, as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock. We will incur increased costs as a result of operating as a public company, substantial time to new compliance and corporate governance practices. initiatives m m tt and our management will be required to devote As a public company, and particularly after we no longer qualify as an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur previously. The Sarbanes-Oxley Act of 2002, or SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The Nasdaq Stock Market LLC, and other applicable securities rules and regulations impose various requirements on U.S. reporting public companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior management personnel or members for our board of directors. In addition, these rules and regulations are often subject to varying interpretations, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Pursuant to Section 404 of SOX, or Section 404, as a public company, we will be required to furnish a report by our senior management on our internal control over financial reporting, and our independent registered public accounting firm will be required to provide an attestation report on our internal control over financial reporting. However, while we remain an emerging growth company, we will not be required to provide the attestation report. To ensure compliance with Section 404, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction on the price of our common stock in the market due to a loss of confidence in the reliability of our financial statements. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective, our investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could decline. 72 We are an emerging applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive investors. reporting company and the reduced disclosure requirements growth company and a smaller tt to We are an emerging growth company, as defined in the JOBS Act, and a smaller reporting company as defined under the rules promulgated under the Securities Act. As an emerging growth company and a smaller reporting company we may follow reduced disclosure requirements and do not have to make all the disclosures that public companies that are not emerging growth companies or smaller reporting companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (c) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our voting and non-voting common stock that is held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include: a • • • • • not being required to comply with the auditor attestation requirements of Section 404; an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditors report on the fiff nancial statements; progressively adding to the number of years of audited financial statements required to be included in our periodic reports; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We are also a smaller reporting company, and we will remain a smaller reporting company until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are more than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter. Similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosure, are exempt from the auditor attestation requirements of Section 404, and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide selected financial data, supplemental financial information or risk factors. We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies and smaller reporting companies. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our shares price may be more volatile. Provisions in our restated certificate of incorporation and our amended and restated bylaws or Delaware law may discourage, delay or prevent a merger, acquisitiontt or other change in control of our company that our shareholders may consider favorable, including transactions in which our shareholders might otherwise receive a premium for their shares. Our restated certificate of incorporation and our amended and restated bylaws include certain anti-takeover provisions, including those establishing: • • a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors; no cumulative voting in the election of directors, which limits the ability director candidates; a of minority stockholders to elect 73 • • • • • • • the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents shareholders from filling vacancies on our board of directors; the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; the ability of our board of directors to alter our bylaws without obtaining stockholder approval; the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or repeal the provisions of our restated certificate of incorporation regarding the election and removal of directors: a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, the president, or the board of directors, which may delay the ability stockholders to force consideration of a proposal or to take action, including the removal of directors: and a of our advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a shareholders meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirers own slate of directors or otherwise attempting to obtain control of us. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Our restated certificate of incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us. ff r apply, enforce, or determine the validity of our Our restated certificate of incorporation specifies that, unless we consent in writing to the selection of an alternative forum to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our restated certificate of incorporation, or our amended and restated bylaws, (4) any action to interpret, restated certificate of incorporation or our amended and restated bylaws, or (5) any action asserting a claim governed by the internal affairs doctrine. Under our restated certificate of incorporation, this exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder. This exclusive forum provision may limit a stockholders ability to bring a claim in a judicial forum that it fiff nds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. For example, stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. The enforceability of similar choice of forum provisions in other companies certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. If a court were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, or results of operations. 74 Item 1B. Unresolved Staff Comments. None Item 2. Properties. Our principal office is located at 19 Presidential Way, Woburn, Massachusetts 01801, where we lease approximately 17,000 square feet of office and laboratory space. We lease this space under a lease that terminates on February 24, 2025. We also lease approximately 2,133 square feet of office and laboratory space at 400 Farmington Avenue, Farmington, Connecticut 06030. This lease is set to terminate on July 31, 2020. On January 7, 2020, we entered into an indenture of lease for the lease of approximately 61,307 square feet of office and laboratory space located at 75 Hayden Avenue, Lexington, Massachusetts 02421, which, once occupied, we expect will bbe our new principal office. We expect to move to this new location in early 2021. Item 3. Legal Proceedings. We are not subject to any material legal proceedings. Item 4. Mine Safety Disclosures. Not applicable Management Executive officers and directors The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report on Form 10-K. Name Age Position Executive Officers David L. Lucchino Carl P. LeBel, Ph.D. Christopher R. Loose, Ph.D. Dana Hilt, M.D. Wendy S. Arnold Richard Mitrano Non-Employee Directors Marc A. Cohen Timothy J. Barberich Michael Huang Robert S. Langer, Sc.D. Joel S. Marcus Executive officers 51 61 39 67 48 49 56 72 46 71 72 President, Chief Executive Officer, and Director Chief Development Officer Chief Scientific Officer Chief Medical Officer Chief People Officer Vice President of Finance and Operations Executive Chairman and Director Director Director Director Director David L. Lucchino has served as our President and Chief Executive Officer and a member of our board of directors since November 2014 and was a co-founder of our company with Dr. Robert S. Langer and Dr. Christopher R. Loose. From December 2014 until June 2016, Mr. Lucchino served as the President and Chief Executive Officer of Entrega Bio, a PureTech Health-founded biotechnology company focused on oral drug delivery technology. Prior to that, Mr. Lucchino co- founded Semprus BioSciences, or Semprus, a biotechnology company, and served as its President and Chief Executive 75 Officer from June 2007 to June 2012. Mr. Lucchino oversaw the development of the companys lead medical product, which received FDA clearance in 2012. Semprus was acquired by Teleflex, Inc., or Teleflex, in June 2012. Prior to Semprus, Mr. Lucchino worked at the investment firm Polaris Partners. Mr. Lucchino is the chairman of the board of directors of MassBio, a non-profit organization that represents and provides services and support for the biotechnology industry in Massachusetts. He is a member of the College of Fellows of the American Institute for Medical and Biological Engineering and was appointed by Governor Charlie Baker as a member of the Commonwealths Economic Planning Council. Mr. Lucchino also serves as a trustee of Mt. Auburn Hospital, a Harvard Medical School facility, a trustee of the Multiple Myeloma Research Foundation, and a member of the Board of Advisors of Life Science Cares. Mr. Lucchino holds an MBA from the Massachusetts Institute of Technologys, or MITs, Sloan School of Management, an M.S. from the Newhouse School of Journalism at Syracuse University, and a B.A. in Philosophy and Religious Studies from Denison University. Carl P. LeBel, Ph.D. has served as our Chief Development Officer since March 2018. In 2017, Dr. LeBel founded LeBel Consulting, LLC, a biopharmaceutical consulting company. Prior to joining our company, from February 2009 until November 2016, Dr. LeBel served as the Chief Scientific Officer of Otonomy, Inc., or Otonomy, a biopharmaceutical company where he was responsible for all research and development activities. From 2008 to 2009, he served as the President and Chief Executive Officer of Akesis Pharmaceuticals, Inc., or Akesis, a virtual metabolic disorders company. Prior to Akesis, Dr. LeBel served as an Executive Director in a variety of research and development management positions for Amgen, Inc., or Amgen, a biopharmaceutical company. Before joining Amgen, Dr. LeBel served as a Research Scientist at Alkermes, Inc. Dr. LeBel is a scientific fellow of the American Academy of Otolaryngology and a full member of the American Association for the Advancement of Science and the Society of Toxicology. Dr. LeBel is a co-inventor on numerous patents in the field of drug delivery for otology-related disorders. He was a National Institute of Environmental Health Sciences post-doctoral fellow in Molecular Neurotoxicology at the University of California Irvine. Dr. LeBel holds a Ph.D. in Biomedical Sciences and Toxicology from Northeastern University and a B.S. in Chemistry from the University of Detroit. Christopher R. Loose, Ph.D. co-founded our company and has served as our Chief Scientific Officer since January 2016. Prior to our Company, Dr. Loose co-founded Semprus with Mr. Lucchino and Dr. Langer and served as its Chief Technology Officer from June 2007 until its acquisition by Teleflex in June 2012. At Semprus, he led the technology team in the development through regulatory clearance of medical products designed to reduce infection and clotting. Prior to Semprus, Dr. Loose worked as a chemical engineer at Merck Research Labs. In 2011, Dr. Loose was awarded the inaugural Peter Strauss Entrepreneurial Award from the Hertz Foundation. Since 2014, Dr. Loose has served as an Associate Professor Adjunct of Urology at the Yale School of Medicine. Dr. Loose is also the Executive Director of Yale Universitys Center for Biomedical and Interventional Technology. Dr. Loose holds a Ph.D. in Chemical Engineering from MIT and a BSE in Chemical Engineering summa cum laude from Princeton University. Dana Hilt, M.D. has served as our Chief Medical Officer since August 2019. From October 2016 to August 2019, Dr. a Inc., or Lysosomal, a life sciences drug development Hilt served as Chief Medical Officer for Lysosomal Therapeutics, company in the field of neurodegeneration, where he was responsible for all clinical development activity for a product candidate for the treatment of Parkinsons Disease. Prior to Lysosomal, beginning in 2006, Dr. Hilt served in the roles of Senior Vice President of Drug Development and Chief Medical Officer for FORUM Pharmaceuticals, Inc., or FORUM, where he oversaw the clinical, chemistry manufacture controls, regulatory and quality control activities for therapies focused on the treatment of cognitive impairment in schizophrenia and Alzheimers disease. Prior to FORUM, Dr. Hilt served as the Chief Medical Officer and Senior Vice President of Clinical Research, Medical Affairs, and Development for Ascend Therapeutics US, LLC, or Ascend, a specialty pharmaceutical company concentrating on womens health and transdermal drug delivery. Before joining Ascend, Dr. Hilt served as the Vice President of Clinical Research at Guilford Pharmaceuticals Inc., or Guilford, a biopharmaceutical company engaged in the research, development, and commercialization of drugs that target the acute care market and neurological indications including Parkinsons disease and brain cancer. Prior to Guilford, he served as a Director of Clinical Development at Amgen, where he established its clinical neuroscience group. Prior to that, Dr. Hilt served on the staff of the National Institute of Health. He holds an M.D. from Tufts University School of Medicine and a B.S. from the University of Maine. 76 Wendy S. Arnold has served as our Chief People Officer since February 2020. Ms. Arnold previously served as Senior Vice President, Human Resources at Kaleido Biosciences where she oversaw the HR infrastructure, compensation, performance and development programs. Prior to Kaleido Biosciences, Ms. Arnold was the head of the HR business partnership function at Moderna Therapeutics, where she oversaw the HR organization. Prior to Moderna, Ms. Arnold was at Celgene Avilomics Research (formerly Avila Therapeutics), where she was responsible for building and developing the HR infrastructure for the companys early research and development division. Ms. Arnold has also held senior HR positions at Inotek Pharmaceuticals and Amylin Pharmaceuticals. Ms. Arnold holds a B.S. from Colorado State University. Richard Mitrano has served as our Vice President of Finance and Operations since July 2016. From 2012 to 2015, Mr. Mitrano served as the Director of Finance and Operations of Semprus, where he oversaw all accounting and finance operations and provided strategic direction and oversight. Prior to Semprus, Mr. Mitrano was a contract Accounting Manager for Predictive Biosciences, Inc., or Predictive, a diagnostics company, from 2010 to 2012. Prior to Predictive, from 2008 to 2010, Mr. Mitrano served as Corporate Controller of Pioneer Behavioral Health, a company providing behavioral health services. Mr. Mitrano holds a B.A. in Accounting from Bentley University. Non-Employee Directors Marc A. Cohen has served as a member of our board of directors and as Executive Chairman since September 2016. Since 2012, Mr. Cohen has served as the Chief Executive Officer of Bublup, Inc., an online knowledge-sharing platform, as well as CoBro Ventures, Inc., an investment management company. Mr. Cohen is also Executive Chairman of C4 Therapeutics and Mana Therapeutics. Mr. Cohen holds an M.S. in Electrical Engineering from Stanford University and a Bachelors degree in Engineering Science from Harvard University. Timothy J. Barberich has served as a member of our board of directors since September 2016. Mr. Barberich also serves on the board of directors of GI Dynamics, Inc., Verastem, Inc., and TScan Therapeutics, Inc. Mr. Barberich previously served as a director for Tokai Pharmaceuticals, Inc. from 2009 to 2017, for HeartWare International, Inc. from 2008 to 2016, for Inotek Pharmaceuticals Corporation from 2016 to 2017, and for Neurovance, Inc. from 2010 to 2016. Mr. Barberich is co- founder, and served as the CEO and Chairman of Sepracor Inc. from 1984 to 2009. He holds a B.S. in Chemistry from Kings College. Michael Huang has served as a member of our board of directors since October 2018. Mr. Huang serves as Managing Partner at Taiwania Capital Management Corporation, a venture capital Executive Officer of NeuroVive Pharmaceutical Asia, Inc., a biopharmaceutical company. Mr. Huang holds an MBA from Rice University, a M.A. in Chemistry from the University of Texas, Arlington, and a B.S. from University of Texas, Austin. firm. From 2014 to 2017, Mr. Huang served as Chief a Robert S. Langer, Sc.D., has served as a member of our board of directors since September 2016. Dr. Langer has served as a David H. Koch Institute Professor at the Massachusetts Institute of Technology since 2005. Dr. Langer currently serves on the board of directors of Rubius Therapeutics, Inc., Moderna, Inc., and Puretech Health plc, Abpro-Korea, and previously served on the board of directors of Momenta Pharmaceuticals, Inc., Kala Pharmaceuticals, Inc., and Rubius. Dr. Langer holds a Sc.D. in Chemical Engineering from MIT and a B.S. in Chemical Engineering from Cornell University. Joel S. Marcus has served as a member of our board of directors since December 2018. Mr. Marcus currently serves as Executive Chairman of Alexandria Real Estate Equities, Inc., or Alexandria, a real estate investment and development company, and served as the Chief Executive Officer of Alexandria from March 1997 to April 2018. Mr. Marcus also currently serves on the boards of directors of Intra-Cellular Therapies, Inc., MeiraGTx Holdings plc, and Applied Therapeutics, Inc. Mr. Marcus holds a B.A. and J.D. from the University of California, Los Angeles. 77 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded under the symbol FREQ on the Nasdaq Global Select Market. On March 20, 2020, there were approximately 228 registered holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. The number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Dividend Policy We have never declared or paid any dividends on our capital stock. We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our board of directors. Investors should not purchase our common stock with the expectation of receiving cash dividends. Equity Compensation Plan Information The following table provides information on our equity compensation plans as of December 31, 2019. Plan Category Equity compensation plans approved by security holders (2) Equity compensation plans not approved by security holders Total (1) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities Reflected in first column) (1) 5,968,672(3) $ 5,968,672 $ 5.20(4) 5.20 2,167,633(5) 2,167,633 Pursuant to the terms of the 2019 Incentive Award Plan, or the 2019 Plan, the number of shares of common stock available for issuance under the 2019 Plan automatically increases on each January 1 until and including January 1, 2029, by an amount equal to the lesser of: (a) 4% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our board of directors. Pursuant to the terms of the 2019 Employee Stock Purchase Plan, or the 2019 ESPP, the number of shares of common stock available for issuance under the 2019 ESPP automatically increases on each January 1 until and including January 1, 2029, by an amount equal to the lesser of: (a) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our board of directors. (2) Consists of the 2014 Stock Incentive Plan, or the 2014 Plan, the 2019 Plan, and the 2019 ESPP. (3) Includes 4,721,334 outstanding options to purchase shares of common stock under the 2014 Plan and 1,247,337 outstanding options to purchase stock under the 2019 Plan. (4) As of December 31, 2019, the weighted-average exercise price of outstanding options under the 2014 Plan was $2.85 and the weighted-average exercise price per share of outstanding options under the 2019 Plan was $14.09. (5) As of December 31, 2019, a total of 2,167,663 shares of common stock were available for issuance, consisting of (a) 315,000 shares of common stock available for future issuance under the 2019 ESPP, none of which shares were subject to outstanding purchase rights under the 2019 ESPP and (b) 1,852,663 shares of common stock availablea issuance under the 2019 Plan. for future 78 Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Equity Securities During the period covered by this Annual Report on Form 10-K, we have issued the following securities which were not registered under the Securities Act: From January 2019 through October 2019, we issued stock options to purchase an aggregate of 3,015,381 shares of our common stock, with a weighted average exercise price of $4.17, to our employees, directors and consultants pursuant to our 2014 Stock Incentive Plan. These securities were issued under Section 4(a)(2) and Rule 701 of the Securities Act in transactions not involving a public offering. From January 2019 through October 2019, we issued an aggregate of 297,620 shares of common stock to employees, directors and consultants for cash consideration in the aggregate amount of approximately $0.33 million upon the exercise of stock options and stock awards pursuant to our 2014 Stock Incentive Plan. These securities were issued under Section 4(a)(2) and Rule 701 of the Securities Act in transactions not involving a public offering. In January and February 2019, we issued 288,911 shares of Series B convertible preferred stock, or the Series B shares, at a price of $0.920439 per share for aggregate proceeds of approximately $0.27 million to three accredited investors. On October 7, 2020, upon the closing of the initial public offering of our common stock, or the IPO, we issued 42,890 shares of our common stock upon conversion of the Series B shares. These securities were issued under Section 4(a)(2) of the Securities Act in transactions not involving a public offering. In July 2019, we issued 39,392,960 shares of Series C convertible preferred stock, or the Series C shares, at a price of $1.569884 per share for aggregate proceeds of approximately $62.0 million to seventy-five accredited investors. On October 7, 2020, upon the closing of the IPO, we issued 5,848,482 shares of our common stock upon conversion of the Series C shares. These securities were issued under Section 4(a)(2) of the Securities Act in transactions not involving a public offering. Use of Proceeds In October 2019, we issued and sold 6,325,000 shares of our common stock in our IPO at a public offering price of $14.00 per share. The offer and sale of all the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-233652), as amended, which was declared effecff 2, 2019. tive by the SEC on October The $79.7 million in net proceeds we received from the IPO have been invested in cash and cash equivalents. There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus, dated October 2, 2019, filed with the SEC pursuant to Rule 424(b) relating to our registration statement on Form S-1 on October 4, 2019. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 79 Item 6. Selected Financial Data. You should read the following selected consolidated financial data together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K and the section titled Managements discussion and analysis of financial condition and results of operations. We have derived the consolidated statement of operations data for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of results that may be expected in any future period, and our results for any interim period are not necessarily indicative of results that may be expected for any full year. (in thousands, except share and per share amounts) Consolidated Statements of Operations Data: Revenue Operating expenses: Royalty Research and development General and administrative Total operating expenses Loss from operations Interest income (expense) Loss on extinguishment of debt Realized gain on investments Foreign exchange gain (loss) Net Loss Cumulative Series C preferred stock dividends NNet loss attributable to common stockholders NNet loss per share attributable to common stockholders, Year ended December 31, 2018 2017 2019 $ 28,947 $ $ 16,000 18,784 14,838 49,622 (20,675) 1,784 138 7 (18,746) (1,054) (19,800) 11,880 7,064 18,944 (18,944) (106) (269) 151 (19,168) (19,168) 11,966 4,340 16,306 (16,306) (174) (3,749) (8) (20,237) (20,237) basic and diluted(1) $ (2.29) $ (12.53) $ (28.79) Weighted-average shares of common stock outstanding, basic and diluted(1) 8,649,245 1,530,218 702,918 (1) See Note 2 within the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for an explanation and details of the method used to calculate the basic and diluted net loss per share of common stock. (in thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and short-term investments Working capital(1) Total assets Total liabilities Convertible preferred stock and non-controlling interest Accumulated deficit Total stockholders (deficit) equity $ As of December 31, 2019 2018 $ 217,355 168,575 223,218 55,860 (68,888) 167,358 42,189 39,164 44,548 4,122 88,708 (49,088) (48,282) (1) We define working capital a as current assets less current liabilities. See our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding our current assets and current liabilities. 80 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion ii and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in thisii contained in thisii discussion and analysis contains forward-looking Annual Report on Form 10-K. Some of the information ff statements that involve risks and uncertainties. You should review the section titled Risk factors in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differff materially from the resultstt described below. Overview We are a clinical-stage biotechnology company focused on harnessing the bodys innate biology to repair or reverse damage caused by a broad range of degenerative diseases and an industry for inner-ear cellular regeneration and hearing restoration. Our initial focus is on advancing our lead product candidate, FX- 322, through clinical studies with the goal of developing and commercializing a medicine to help millions of patients with the most common form of hearing loss and build upon the potential of regenerative therapeutics leader in the science and development of medicines for hearing. d a Our initial therapeutic focus is sensorineural hearing loss, or SNHL, which is the most prevalent type of hearing loss. We are developing FX-322 to treat the underlying cause of SNHL, which is the loss of hair cells. FX-322 is designed to regenerate hair cells through the activation of progenitor cells already present in the ear. In our Phase 1/2 clinical trial evaluating FX-322 in 23 patients with stable SNHL, we observed a statistically significant and clinically meaningful improvement in key measures of hearing loss, including word recognition, and clarity of sounds, and FX-322 was observed to be well-tolerated. We commenced dosing of a Phase 2a clinical trial of FX-322 in patients with SNHL in October 2019. As of March 26, 2020, the Phase 2a clinical trial was approximately at the halfway point of enrollment based on the original trial design and we are continuing to enroll and dose patients in the trial. However, we have observed an impact on the Phase 2a clinical trial from the COVID-19 pandemic as several clinical trial sites have informed us that they have temporarily halted enrollment in the trial. We expect that the effects of the pandemic may result in other clinical trial sites being similarly affected for an unknown period of time, slowing or temporarily halting patient enrollment and potentially impacting patient retention. As a result, we will provide updated guidance on the timing of completion and reporting of top-line data of the Phase 2a clinical trial once we better understand the extent of the impact of the COVID-19 pandemic on the trial. Nevertheless, we believe that, if necessary, we could achieve the key objectives of the Phase 2a clinical trial with fewer studydd subjects than originally designed. We are also working to identify a product candidate for the treatment of multiple sclerosis, or MS. This program focuses on activating progenitor cells in the central nervous system to repair the myelin sheath that protects nerves and may have the potential to reverse damage done by the disease. We intend to submit an investigational new drug application or, IND, to the U.S. Federal Drug Administration, or the FDA, for our MS product candidate in the second half of 2021. In October 2019, we completed the initial public offering of our common stock, or the IPO. In the IPO, we issued and sold 6,325,000 shares of our common stock at a price to the public of $14.00 per share, inclusive of the underwriters exercise in part of their over-allotment option. We received approximately $79.7 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses. In July 2019, we closed our Series C convertible preferred stock financing in which we issued and sold 39,492,960 shares of our Series C convertible preferred stock for aggregate gross proceeds of approximately $61.7 million. In July 2019, we also entered into a License and Collaboration Agreement, or the Astellas Agreement, with Astellas Pharma Inc., or Astellas, pursuant to which Astellas paid us an upfront payment of $80.0 million. Since our formation in 2014, we have devoted substantially all our resources to developing our PCA platform, conducting research and development activities, including product candidate development, recruiting skilled personnel, establishing our intellectual property portfolio, and providing general and administrative support for these operations. We have financed our operations primarily through proceeds from the sale of convertible notes and of our convertible preferred stock, the IPO and the Astellas Agreement. To date, we have raised approximately $316.5 million through a combination of convertible notes, convertible preferred stock financings, the upfront payment under the Astellas Agreement, grants and the IPO. Since our formation, we have incurred significant operating losses and have not generated any revenue from the sale of products. Our ability to generate any product revenue or product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our product candidates. Our net losses were $18.7 million, $19.2 million and $20.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, we had an accumulated deficit of $68.9 million. 81 We expect our operating expenses to increase substantially in connection with the expansion of our product development programs and capabilities. In addition, we expect to continue to incur significant additional costs associated with operating as a public company. We will not generate revenue from product sales unless and until we successfully complete clinical development, obtain regulatory approval for, and successfully commercialize our product candidates, or until our collaborators do so, which could result in milestone payments or royalties to us. If we obtain regulatory approval for any of our product candidates, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing and distribution. As a result of these anticipated expenditures, we will need additional financing to support our continuing operations. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our cash needs through a combination of public or private equity or debt financings and other sources, which may include current and new collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our inability to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We cannot be sure that we will ever generate sufficient revenue to achieve profitability. Because of the numerous risks and uncertainties associated with the development of therapeutics, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we can generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be required to raise additional capital on terms that are unfavorable to us or we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations. License and collaboration agreements Astellas Pharma Inc. In July 2019, we entered into the Astellas Agreement with Astellas, under which we granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek, and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, or the Astellas licensed products, including our product candidate FX-322, outside of the United States. We and Astellas have agreed to jointly develop the Astellas licensed products, including carrying out joint studies. Each party has agreed to use commercially reasonable efforts to carryrr out development activities assigned to it under an agreed-upon development plan. Astellas has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas licensed product in SNHL and in age-related hearing loss, in each case in one major Asian country and one major European country. We have agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas licensed product in the United States. Astellas has the sole right to commercialize the Astellas licensed products outside of the United States and we have the sole right to commercialize the Astellas licensed products in the United States. Astellas has agreed to use commercially reasonable efforts country following receipt of regulatory approval in such countries. to commercialize Astellas licensed products in a major Asian country and a major European ff As a consideration for the licensed rights under the Astellas Agreement, Astellas paid us an upfront payment of $80.0 million in July 2019 and has agreed to pay potential development milestones up to $230.0 million. Specifically, we would receive development milestone payments of $65.0 million and $25.0 million upon the first dosing of a patient in Phase 2b clinical trial for SNHL in Europe and Asia, respectively and $100.0 million and $40.0 million upon the first dosing of a patient in a Phase 3 clinical for SNHL in Europe and Asia, respectively. If the Astellas Licensed Products are successfully commercialized, we would be eligible for up to $315.0 million in potential commercial milestone payments and tiered royalties at rates ranging from low to mid-teen percentages. The parties shall share equally, on a 50/50 basis, all out-of- pocket costs and joint study costs for all the joint activities conducted pursuant to the development plans or the joint manufacturing plan. Pursuant to our Exclusive Patent License Agreement, or the MIT License, with the Massachusetts Institute of Technology, or MIT, we are required to pay MIT a royalty on sublicense revenues. A royalty of $16.0 million related to the $80.0 million upfront payment received from Astellas was expensed in the quarter ended September 30, 2019 and paid in November 2019.The $80.0 million upfront payment received from Astellas in July 2019 has been recorded as deferred revenue and is being recognized as revenue, using the input method, over the period in which we will be conducting Phase 2a clinical trials for FX-322. We have recognized $28.9 million of the $80.0 million as revenue as of December 31, 2019. 82 Massachusetts Institute of Technology In December 2016, we entered into the MIT License, with MIT under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease, and import products, or the MIT licensed products, and to develop and perform processes, or the MIT licensed processes, which incorporate the licensed technology for the treatment of disease, including but not limited to the prevention and remediation of hearing loss. We are required to use diligent efforts to develop and commercialize the MIT licensed products or processes, and to make such products or processes reasonably available to the public. We are also subject to certain development obligations with regards to a first MIT licensed product. We have satisfied certain obligations related to preclinical studies and the filing of an IND for a first MIT licensed product with our development activities related to FX-322. Our future development obligations are: (i) to commence a Phase II clinical trial for such product within two years of the IND filing for such product, (ii) to commence a Phase III clinical trial for such product within five years of the IND filing for such product, (iii) to file a New Drug Application, or NDA, or equivalent with the FDA or comparable European regulatory agency for such product within nine years of the IND filing for such product, and (iv) to make a first commercial sale of such product within 11 years of the IND filing for such product. We also have certain development obligations with regards to a second MIT licensed product. Upon entering into the MIT License, we paid a $50 thousand license fee payment and issued shares of our common stock equal to 5% of our then-outstanding capital stock to MIT. We are required to pay certain annual license maintenance fees ranging from $30 thousand to $0.1 million per year prior to first commercial sale of a MIT licensed product and an annual license maintenance fee of $0.2 million every year afterwards, which may be credited to running royalties during the same calendar year, if any. We are also required to make potential milestone payments in an aggregate amount of up to $2.9 million on each MIT licensed product or process. In addition, we agreed to pay a low single-digit royalty on the MIT licensed products and processes and a low-twenties royalty on sub-license revenues. In the year ended December 31, 2019, we paid MIT a $16.0 million royalty on the upfront license fee received from Astellas. See BusinessLicense and collaboration agreementsMassachusetts Institute of Technology. Massachusetts Eye and Ear Infirmary In February 2019, we entered into an Non-Exclusive Patent License Agreement, or the MEEI License, with the Massachusetts Eye and Ear Infirmary, or MEEI, under which we received a non-exclusive, non-sub-licensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease, and import products, and to develop and perform processes that incorporate the licensed technology for the treatment or prevention of hearing loss, or the MEEI licensed products. We are obligated to use diligent efforts to develop and commercialize the MEEI licensed products. We are also subject to milestone timeline obligations to dose a first patient in a Phase II trial by December 31, 2020 and to dose a first patient in a Phase III trial by December 31, 2024. Upon entering into the MEEI License, we made a $20 thousand license fee payment. We are obligated to pay certain annual license maintenance fees between $5 thousand and $7.5 thousand per each MEEI patent family case number included in the licensed MEEI patent rights prior to first commercial sale of an MEEI licensed product. We are also obligated to pay a minimum annual royalty payment of $15 thousand per each MEEI patent family case number included in the licensed MEEI patent rights after first commercial sale of an MEEI licensed product. We are also obligated to make milestone payments up to $350 thousand on each product or process that incorporates the licensed patent rights. In addition, we have agreed to pay a low single-digit royalty on products and processes that incorporate the licensed patent rights. See BusinessLicense and a collaborati on agreementsMassachusetts Eye and Ear Infirmary. The Scripps Research Institute (California Institute for Biomedical Research) In September 2018, we entered into a license agreement, or the CALIBR License, with the California Institute for Biomedical Research, or CALIBR, a division of Scripps, under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products, or the CALIBR licensed products, which incorporate licensed technology for the treatment of MS. We have agreed to use commercially reasonable efforts to develop, manufacture, and sell at least one CALIBR licensed product. We are also subject to certain milestone timeline obligations to: (i) submit an IND (or equivalent) for a CALIBR licensed product by the 30th month after the effective date of the CALIBR License, (ii) initiate a Phase II clinical trial (or equivalent) for a CALIBR licensed product by the fourth anniversary of the effective date of the CALIBR License, and (iii) initiate a Phase III clinical trial (or equivalent) for a CALIBR licensed product by the sixth anniversary of the effff eff ctive date of the CALIBR License. 83 Upon entering into the CALIBR License, we made a $1.0 million license fee payment, and are required to make milestone payments in an aggregate amount of up to $26.0 million for each category of CALIBR licensed products. Category 1 is any CALIBR licensed products containing a compound that modulates any muscarinic receptor, and Category 2 is any CALIBR licensed products not included in Category 1 that could differentiate oligodendrocyte precursor cells from in vitro studies and/or are active in animal models relevant to MS. We are also required to pay a mid-single-digit royalty on CALIBR licensed products and a royalty on sub-license revenues ranging from a low-teen percentage to 50%. See BusinessLicense and collaboration agreementsThe Scripps Research Institute (California Institute for Biomedical Research). The Scripps Research Institute In September 2018, we entered into a Research Funding and Option Agreement, or the Scripps option agreement, with Scripps, under which we were granted an exclusive option to acquire an exclusive, sublicensable, worldwide license under certain intellectual property related to the treatment of MS. As consideration for the Scripps option agreement, we are required to make funding payments totaling $0.7 million to Scripps to support its research activities. Scripps has agreed to use reasonable efforts to perform the research program pursuant to the Scripps option agreement. The Scripps option agreement had a one-year term and was renewed for a second year by mutual written agreement. We have the right to terminate by giving 90 days advance notice. Scripps has the right to terminate in the event of nonpayment by us that remains uncured for 10 days. Each party has the right to terminate in the event of the other partys material breach that remains uncured for 60 days or if the other party becomes bankrupt. See BusinessLicense and collaboration agreementsThe Scripps Research Institute (California Institute for Biomedical Research). Cambridge Enterprise Limited In December 2019, we entered into an Exclusive Patent License Agreement, or the Cambridge License, with Cambridge, under which we received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products, or the Cambridge licensed products, which incorporate licensed technology for the treatment of demyelinating diseases. We also have the right to grant sublicenses under the Cambridge License. Cambridge reserves the right to use for itself (as well as the investors and the funder) and the right to grant nonexclusive licenses to other academic institutions for any academic publication, research and teaching and clinical patient care. t We have agreed to use diligent and good faith efforts to develop and commercially exploit at least one Cambridge licensed product. Upon entering into the Cambridge License, we made a $50 thousand license fee payment. We are obligated to pay an annual license fee of $50 thousand. We are also obligated to make milestone payments up to $10.5 million on each Cambridge licensed product. In addition, we have agreed to pay a low single-digit royalty on products that incorporate the licensed patent rights, subject to offset in certain circumstances. The Cambridge License continues in effect on a country-by-country basis until the expiration or revocation, without right of further appeal, of all licensed issued patents and filed patent applications, unless terminated earlier. We have the right to terminate for any reason upon 90 days prior written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if we fail to diligently develop and commercially exploit at least one Cambridge licensed product or we or our affiliates or sub-licensees commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed. 84 Components of our results of operations Revenue To date, we have not generated any revenue from product sales and do not expect to generate any revenue from product sales in the foreseeable future. In July 2019, we entered into the Astellas Agreement and received an upfront license fee payment of $80.0 million. In accordance with ASC 606, we are recognizing the $80.0 million as revenue over the period that research and development services and the Phase 2a clinical study for FX-322 are being provided using the input method. For the purpose of revenue recognition, this is the period from execution of the Astellas Agreement to, based on managements best estimate, the estimated completion date of the Phase 2a clinical study. In the year ended December 31, 2019, we recognized $28.9 million of the $80.0 million upfront fee as revenue. This reflects revenue of $16.0 million equal to the royalty expense under the MIT License as well as $12.9 million from applying the input method to the remaining $64.0 million of the upfront payment. Royaltytt We are required to pay royalties under the MIT License on the receipt of fees for the sublicense of the MIT intellectual property. We expensed the $16.0 million royalty due MIT on the $80.0 million license fee pursuant to the Astellas Agreement in the third quarter of 2019. Research and development expenses Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts and for the development of our product candidate, FX-322. These include the following: • • • • • • • salaries, benefits and other related costs, including stock-based compensation expense, for personnel engaged in research and development functions; expenses incurred under agreements with third parties, including contract research organizations, or CROs, and other third parties that conduct preclinical research and development activities and clinical trials on our behalf; costs to manufacture our clinical trial material for use in our preclinical studies and clinical trials; costs of outside consultants, including their fees and related travel expenses; costs of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials; option and license payments made to third parties, including MIT, Scripps, MEEI and Cambridge, for intellectual property used in research and development activities; and facility-related expenses, which include direct depreciation costs and expenses for rent and maintenance of facilities and other operating costs if specifically, identifiable to research activities. We expense research and development costs as incurred. We track external research and development costs, including the cost of services, outsourced research and development, clinical trials, contract manufacturing, laboratory equipment and maintenance, and certain other development costs, by product candidate when the costs are specifically identifiable to a product candidate. Internal and external costs associated with infrastructure resources, other research and development costs, facility-related costs, and depreciation and amortization that are not identifiable to a specific product candidate are included in the platform development, early-stage research, and unallocated expenses category in the table below. 85 The following table summarizes our research and development expenses by product candidate or development program for the years ended December 31, 2019, 2018 and 2017: Years ended December 31, 2018 2017 2019 Direct research and development expenses by product candidate: FX-322 external development costs $ 4,294 $ 2,669 $ 6,948 Platform development, early-stage research and unallocated expenses: Employee-related costs Laboratory supplies Outsourced research and development Facility-related costs Depreciation and amortization Other research and development costs Total research and development expenses 8,249 395 4,241 1,155 450 4,432 313 3,395 362 300 409 $ 18,784 $ 11,880 $ 3,155 409 635 414 180 225 11,966 We expect that our research and development expenses will continue to increase substantially for the foreseeable future as we initiate and complete our Phase 2a clinical trial and additional clinical trials for FX-322 and continue to discover and develop additional product candidates. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to increased scale, duration and the higher costs associated with later stage clinical trials. We cannot determine with certainty the duration and costs of future clinical trials of FX-322 or any other product candidate we may develop or if, when, or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we obtain marketing approval. The duration, costs, and timing of clinical trials and development of FX-322 and any other product candidate we may develop will depend on a variety of factors, including: • • • • • • • • the scope, rate of progress, expense and results of clinical trials of FX-322, as well as of any future clinical trials of other product candidates and other research and development activities that we may conduct; the actual probability of success for our product candidates, including their safety and efficacy, early clinical data, competition, manufacturing capability, and commercial viability; significant and changing government regulation and regulatory guidance; the timing and receipt of any marketing approvals; the progress of the development efforts of parties with whom we may enter into collaboration agreements; our ability to secure manufacturing supply through relationships with third parties; the commercialization of our product candidates, if and when approved; and the expense of filing, prosecuting, defending and enforcing rights. ff any patent claims and other intellectual property A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. General and administrative expenses General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, business development, and administrative functions. General and administrative expenses also include legal fees relating to intellectual property and corporate matters; professional fees for accounting, auditing, tax and consulting services; insurance costs; travel expenses; and facility-related expenses, which include direct depreciation costs and expenses for rent and maintenance of facilities, and other operating costs that are not specifically attributable to research and development activities. 86 We expect that our general and administrative expenses will increase in the future as we increase our personnel headcount to support our continued research activities and development of product candidates. In addition, due to our IPO in October 2019, we expect to incur increased expenses associated with being a public company, including costs of accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with the requirements of The Nasdaq Stock Market LLC and the SEC; director and officer insurance costs; and investor and public relations costs. Interest income Interest income consists of interest earned on cash equivalents and short-term investments. Interest expense Interest expense consists of interest paid on convertible notes payable which were converted in our Series A convertible preferred stock financing in 2017 and our Series B convertible preferred stock financing in 2018. Realized gain on investments Realized gain on investments represents the gain realized on our marketable securities in the year ended December 31, 2019. Loss on extinguishment of debt In 2015 and 2016, we issued notes payable, which were convertible at a 20% discount to the price of shares issued in a qualified financing. In March 2017, the notes payable converted into Series A convertible preferred stock at a 20% discount to the price of the Series A convertible preferred stock, which we recorded as a $3.7 million loss on extinguishment of debt. In 2018, we issued notes payable, which were convertible at a 5% discount to the price of shares issued in a qualified financing. In October 2018, the notes payable converted into Series B convertible preferred stock at a 5% discount to the price of the Series B convertible preferred stock, which we recorded as a $0.3 million loss on extinguishment of debt. Foreign exchange gain (loss) Foreign exchange gain (loss) represents the gain or loss recorded as a result of remeasuring the financial statements of our foreign subsidiaries. Income taxes Since our inception in 2014, we have generated cumulative federal and state net operating loss and research and development credit carryforwards for which we have not recorded any net tax benefit due to uncertainty around utilizing these tax attributes within their respective carryforward periods. As of December 31, 2019, we had federal net operating loss carryforwards, or NOLs, of approximately $50.2 million and Massachusetts state NOLs of approximately $41.2 million which may be available to offset future taxable income. Our federal NOLs include $22.4 million available to reduce future taxable income through 2037 and approximately $27.8 million of NOLs that do not expire and are available to reduce future taxable income indefinitely. The state NOLs are available to offset future taxable income through 2039. As of December 31, 2019, we also had federal and Massachusetts research and development tax credit carryforwards of $0.7 million and $0.5 million, respectively, which are available to offset federal and state tax liabilities through 2039 and 2034, respectively. Realization of future tax benefits is dependent on many factors, including our ability to generate taxable income within the NOL period. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as provided under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, as well as under similar state provisions. These ownership changes may limit the amount of NOLs that can be utilized annually to offset future taxable income. In general, an ownership change, as defined under Section 382 of the Code, or Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. We have completed several financings and have conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception and have determined that an ownership change did occur in March 2017. Accordingly, utilization of $12.4 million of the federal NOLs that were incurred 87 prior to March 2017 (pre-ownership change) is limited under Section 382. After the Section 382 limitations, we may utilize $1.6 million approximately $10.8 million of our pre-ownership change NOLs based upon an annual usage of approximately for each of the next five years after the ownership change and approximately $0.2 million for each of the 15 years thereafter. The remaining pre-ownership change NOLs of approximately $1.6 million were written off due to expiration under limitation. The limitation has been determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate. These NOLs may be subject to further annual limitations under Section 382 in the event of future changes in ownership. Additionally, we determined that a second ownership change occurred in October of 2019 as a result of the IPO. Accordingly, utilization of approximately $46.1 million of the feff deral NOL carryforwards incurred prior to October 2019 is also limited under Section 382. We have determined that we will be able to utilize the entire $46.1 million of pre-ownership change NOLs based upon the limitations calculated from the October 2019 ownership change. These NOLs may be subject to further annual limitations under Section 382 in the event of future changes in ownership. a In December 2017, the Tax Cuts and Jobs Act was signed into U.S. law. The Tax Cuts and Jobs Act included a number income tax rate from of changes to the tax law, including, among other things, a permanent reduction in the feff deral corporate a top marginal tax rate of 35% to a flat rate of 21%, which went into effect on January 1, 2018, as well as a limitation of the deduction for NOLs to 80% of annual taxablea losses arising in taxable years beginning after December 31, 2017 (though any such NOLs may be carried forward indefinitely). The federal tax rate change resulted in a reduction in the gross amount of our deferred tax assets and liabiliti recorded as of December 31, 2017, and a corresponding reduction in our valuation allowance. As a result, no income tax expense or benefit was recognized as of the enactment date of the Tax Cuts and Jobs Act. income, and elimination of net operating loss carrybacks, in each case, for es a rr Results of operations Comparison of years ff ended December 31, 2019 and 2018 The following table summarizes our results of operations for the years ended December 31, 2019 and 2018: Years Ended December 31, 2019 2018 Increase (Decrease) (in thousands) 28,947 $ Revenue Operating expenses: Royalty Research and development General and administrative Total operating expenses Loss from operations Interest income Interest expense Loss from extinguishment of debt Realized gain on investments Foreign exchange gain NNet loss $ 28,947 $ 16,000 18,784 14,838 49,622 (20,675) 1,784 138 7 $ (18,746) $ 11,880 7,064 18,944 (18,944) (106) (269) 151 (19,168) $ 16,000 6,904 7,774 30,678 (1,731) 1,784 106 269 138 (144) 422 Revenue Revenue was $28.9 million for the year ended December 31, 2019. We had no revenue for the year ended December 31, 2018. In July 2019, we entered into the Astellas Agreement and received an upfront license fee payment of $80.0 million. In accordance with ASC 606, we are recognizing the $80.0 million as revenue over the period that research and development services and the Phase 2a clinical study for FX-322 are being provided using the input method. In the year ended December 31, 2019, we recognized revenue of $16.0 million equal to the royalty payment under the MIT License as well as $12.9 million applying the input method to the remaining $64.0 million of the upfront payment. 88 Research and development expenses Direct research and development expenses by product candidate: FX-322 external development costs $ 4,294 $ 2,669 $ 1,625 Years Ended December 31, 2019 2018 Increase (Decrease) (in thousands) Platform development, early-stage research and unallocated expenses: Employee-related costs Laboratory supplies Outsourced research and development Facility-related costs Depreciation and amortization Other research and development costs Total research and development expenses 8,249 395 4,241 1,155 450 18,784 $ 4,432 313 3,395 362 300 409 11,880 $ $ 3,817 82 846 793 150 (409) 6,904 Research and development expenses for the year ended December 31, 2019 were $18.8 million, compared to $11.9 million for the year ended December 31, 2018. The increase of $6.9 million was primarily due to an increase of $1.6 million in FX-322 external research and development expenses and an increase of $5.3 million in platform development, early-stage research and unallocated expenses. The $4.3 million of FX-322 external development costs incurred for the year ended December 31, 2019 consisted primarily of $2.1 million of clinical development costs including manufacturing costs for FX- 322 to be used in clinical trials, $0.7 million of outside consulting costs, $1.1 million in clinical trial costs and $0.3 in milestone payments under the MIT License. The $2.7 million of FX-322 external development costs incurred in the year ended December 31, 2018 consisted primarily of approximately $1.6 million of preclinical costs for safety testing and consulting, and approximately $1.1 million related to conducting the Phase 1 clinical trial. FX-322 external development costs for the year ended December 31, 2018 are presented net of approximately $0.7 million in research and development tax credits received from the Australian government related to our Phase 1 clinical trial conducted in Australia. Platform development, early-stage research and unallocated expenses were $14.5 million for the year ended December 31, 2019, compared to $9.2 million for the year ended December 31, 2018. The increase of $5.3 million was primarily due to a $0.8 million increase in outsourced research and development spending on our development programs, excluding our FX- 322 program, a $3.8 million increase in employee-related costs associated with increased headcount to support preclinical and clinical development of FX-322 and research on our PCA platform development and a $0.7 million increase in facility- related and other costs associated with the increase in research and development headcount. General and administrative expenses General and administrative expenses were $14.8 million for the year ended December 31, 2019, compared to $7.1 million for the year ended December 31, 2018. General and administrative expenses increased by $7.8 million due to an increase of $1.3 million in the infrastructure necessary to manage research and development and fundraising increases of $0.7 million in directors and officers insurance, $0.3 million in audit, tax and consulting fees, $1.5 million in legal and patent filing fees incurred to file and defend intellectual property, $0.7 million in corporate legal fees and $3.1 million in employee-related costs as we increased our general and administrative headcount to manage our growth and the impact of becoming a public company. activities, ff Interest income Interest income was $1.8 million for the year ended December 31, 2019 compared to $0.0 million for the year ended December 31, 2018, due to an increase in cash equivalents and short-term investments in 2019. Interest expense Interest expense was $0.1 million for the year ended December 31, 2018. This represents interest on convertible notes payable issued in 2018 and converted into Series B convertible preferred stock in 2018. We did not incur interest expense in the year ended December 31, 2019. 89 Realized gain on investments Realized gain on investments was $138 thousand for the year ended December 31, 2019 due to our purchasing short- term marketable securities in 2019. We held no investments in the year ended December 31, 2018. Foreign exchange gain Foreign exchange gain was $7 thousand for the year ended December 31, 2019 as compared to $151 thousand for the year ended December 31, 2018. The decrease of $144 thousand was due to differences in foreign exchange remeasurement of the financial statements of our foreign subsidiaries. Comparison of years ff ended December 31, 2018 and 2017 The following table summarizes our results of operations for the years ended December 31, 2019 and 2018: Revenue Operating expenses: Research and development General and administrative Total operating expenses Loss from operations Interest expense Loss on extinguishment of debt Foreign exchange gain (loss) NNet loss Years ended December 31, 2018 2017 $ $ $ Increase (Decrease) (in thousands) 11,880 7,064 18,944 (18,944) (106) (269) 151 (19,168) $ 11,966 4,340 16,306 (16,306) (174) (3,749) (8) (20,237) $ $ (86) 2,724 2,638 (2,638) 68 3,480 159 1,069 Revenue We had no revenue for the years ended December 31, 2018 and 2017. Research and development expenses Direct research and development expenses by product candidate: FX-322 external development costs $ 2,669 $ 6,948 $ (4,279) Years ended December 31, 2018 2017 Increase (Decrease) (in thousands) Platform development, early-stage research and unallocated expenses: Employee-related costs Laboratory supplies Outsourced research and development Facility-related costs Depreciation and amortization Other research and development costs Total research and development expenses 4,432 313 3,395 362 300 409 11,880 $ 3,155 409 635 414 180 225 11,966 $ $ 1,277 (96) 2,760 (52) 120 184 (86) Research and development expenses for the year ended December 31, 2018 were $11.9 million, compared to $12.0 million for the year ended December 31, 2017. The decrease of $0.1 million in 2018 was primarily due to a decrease of $4.3 million in FX-322 external research and development expenses and a comparable increase of $4.2 million in platform development, early-stage research, and unallocated expenses. The $2.7 million of FX-322 external development costs incurred in 2018 consisted primarily of approximately $1.6 million of preclinical costs for safety testing and consulting and approximately $1.1 million of costs of conducting the Phase 1 clinical trial and the Phase 1/2 clinical trial. FX-322 external development costs for the year ended December 31, 2018 are presented net of approximately $0.7 million in research and 90 development tax credits received from the Australian government related to our Phase 1 clinical trial conducted in Australia. $4.5 million The $6.9 million of FX-322 external development costs incurred in 2017 consisted primarily of approximately of preclinical costs, including $3.2 million for toxicology and the manufacture of FX-322 for toxicity testing, and approximately $2.4 million of clinical development costs for conducting the Phase 1 clinical trial and manufacturing FX-322 to be used in the Phase 1 clinical trial and in the Phase 1/2 clinical trial conducted in 2018. a Platform development, early-stage research, and unallocated expenses were $9.2 million for the year ended December 31, 2018, compared to $5.0 million for the year ended December 31, 2017. The increase of $4.2 million in 2018 is primarily due to a $2.8 million increase in outsourced research and development spending on our development programs, excluding our FX-322 program. This includes approximately $1.7 million of outsourced research to Scripps for our MS program, including an upfront $1.0 million license fee. We also incurred $1.3 million of increased employee-related cost associated with increased headcount to support our preclinical and clinical development of FX-322 and research on our PCA platform development. General and administrative expenses General and administrative expenses were $7.1 million for the year ended December 31, 2018, compared to $4.3 million for the year ended December 31, 2017. General and administrative expenses increased by $2.7 million in 2018 due to increased business development activities, increase in the infrastructure necessary to manage research and development, and fund-raising consulting fees, $0.5 million in legal and patent filing fees incurred to file and defend intellectual property, $0.4 million in corporate legal fees, and $0.5 million in employee-related costs as we increased our general and administrative headcount to manage our growth. activities. Contributing to the increase were increases of $0.8 million in audit, tax, and ff Loss on extinguishment of debt Loss on extinguishment of debt was $0.3 million for the year ended December 31, 2018, compared to $3.7 million for the year ended December 31, 2017. The decrease of $3.4 million in loss on extinguishment of debt was due to the lower discount rate of 5% upon conversion of the notes payable that converted in 2018 compared to the discount rate of 20% for notes payable that converted in 2017 and the lower amount of notes that converted in 2018 compared to 2017. Interest expense Interest expense was $0.1 million for the year ended December 31, 2018 compared to $0.2 million for the year ended December 31, 2017. The decrease of $0.1 million was due to lower amounts outstanding under convertible notes payable. Foreign exchange gain (loss) Foreign exchange gain (loss) was a gain of $0.2 million for the year ended December 31, 2018, compared to a foreign exchange loss of $8 thousand for the year ended December 31, 2017. The increase of $0.2 million was due to differences in foreign exchange remeasurement of the fiff nancial statements of our foreign subsidiaries. Liquidity and capital resources Since our inception, we have incurred significant operating losses. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical and clinical development of our product candidates. We expect that our research and development and general and administrative costs will continue to increase, including in connection with conducting preclinical studies and clinical trials for our product candidates, contracting with contract manufacturing organizations, or CMOs, to support preclinical studies and clinical trials, expanding our intellectual property portfolio, and providing general and administrative support for our operations particularly as a public company. As a result, we will need additional capital to fund our operations, which we may obtain from additional equity or debt financings, collaborations, licensing arrangements or other sources. a 91 We do not currently have any approved products and have never generated any revenue from product sales. We have financed our operations primarily through proceeds from the sale of our convertible notes, convertible preferred stock, our IPO and the upfront payment under the Astellas Agreement. To date, we have raised approximately $316.5 million through a combination of convertible notes, convertible preferred stock, the upfront payment under the Astellas Agreement, grants and our IPO. Our cash, cash equivalents and short-term investments totaled $217.4 million as of December 31, 2019. In October 2019, we completed an IPO of our common stock and issued and sold 6,325,000 shares of common stock at a public offering of $14.00 per share, inclusive of the exercise in part by the underwriters of their option to purchase additional shares, resulting in net proceeds of $79.7 million after deducting underwriting discounts and commissions and offering expenses. We had no indebtedness as of December 31, 2019. In July 2019, we closed our Series C convertible preferred stock financing, in which we issued 39,492,960 shares of our Series C convertible preferred stock, for aggregate gross proceeds of approximately $62.0 million. Cash flows The following table summarizes our sources and uses of cash for the periods presented: NNet cash provided by (used in) operating activities NNet cash used in investing activities NNet cash provided by financing activities Increase in cash and cash equivalents Cash flows for the year ended December 31, 2019 Operating activities Years ended December 31, 2019 2018 $ $ 34,215 (18,261) 142,015 157,969 $ $ (17,024) (436) 41,712 24,252 Net cash provided by operating activities for the year ended December 31, 2019 was $34.2 million, primarily consisting of a net loss of $18.7 million as we incurred expenses associated with our FX-322 program, platform development and early-stage research, and general and administrative expenses. In addition, we had non-cash charges of $4.3 million primarily for depreciation, stock-based compensation expense and deferred lease incentives. Net cash used in operating activities was also impacted by a net $48.0 million change in operating assets and liabilities, including an increase of $51.5 million in deferred revenues from the upfront payment under the Astellas Agreement and a $1.5 million increase accrued expenses, which were partially offset by an increase of $3.3 million in prepaid expenses and other current assets and a $.6 million decrease in accounts payable.. Investing activities Net cash used in investing activities for the year ended December 31, 2019 was $18.3 million, which was attributable to $1.1 million of purchases of property and equipment and $17.2 million of net purchases of marketable securities. Financing activities Net cash provided by financing activities for the year ended December 31, 2019 was $142.0 million, consisting of proceeds from our IPO of $79.7 million, the issuance of our Series C convertible preferred stock of $61.7 million, the issuance of additional shares of our Series B convertible preferred stock of $0.3 million, and $0.3 million of proceeds from the exercise of stock options. Cash flows for the year ended December 31, 2018 Operating activities Net cash used in operating activities for the year ended December 31, 2018 was $17.0 million, primarily consisting of a net loss of $19.2 million as we incurred expenses associated with our FX-322 program, platform development and early-stage research, and general and administrative expenses. In addition, we had non-cash charges of $1.3 million for depreciation, stock-based compensation expense, non-cash interest expense, loss on extinguishment of debt, and deferred lease incentives. Net cash used in operating activities was also impacted by $0.8 million in changes in operating assets and liabilities, including $0.8 million in accounts payable, and $0.7 million in accrued expenses, which were partially offset by an increase of $0.7 million in grants receivable, prepaid expenses, and other current assets. a 92 Investing activities Net cash used in investing activities for the year ended December 31, 2018 was $0.4 million, which was attributable to purchases of property and equipment. Financing activities Net cash provided by financing activities for the year ended December 31, 2018 was $41.7 million, consisting primarily of the net proceeds from the issuance of our Series B convertible preferred stock financing of $37.8 million, including the issuance and subsequent conversion of $5.0 million notes payable into Series B convertible preferred stock and net of offering costs. We also issued shares of preferred stock in Frequency Therapeutics Japan KK, our majority-owned subsidiary, in 2018 for proceeds of $3.8 million, which has been recorded as a liability. Cash flows for the year ended December 31, 2017 Operating activities Net cash used in operating activities for the year ended December 31, 2017 was $14.6 million, primarily consisting of our net loss of $20.2 million as we incurred expenses associated with preclinical and clinical activities on our FX-322 program, research activities on other applications for our PCA platform, and incurred general and administrative expenses. In addition, we had non-cash charges of $5.3 million for depreciation, stock-based compensation expense, non-cash interest expense, loss on extinguishment of debt, deferred lease incentives, and the issuance of common stock for a license agreement. Net cash used in operating activities was also impacted by $0.3 million in changes in operating assets and liabilities, including $0.4 million in accrued expenses, which was partially offset by a decrease in accounts payable of $0.2 million and an increase of $0.1 million in grants receivable, prepaid expenses, and other current assets. Investing activities Net cash used in investing activities for the year ended December 31, 2017 was $1.9 million, which was attributable to purchases of property and equipment. Financing activities Net cash provided by financing activities for the year ended December 31, 2017 was $28.0 million, primarily consisting of the net proceeds from the issuance of our Series A convertible preferred stock, net of expenses. Funding requirements Our operating expenses increased substantially in the years ended December 31, 2019 and 2018 and are expected to increase substantially in the future in connection with our ongoing activities, particularly as we advance FX-322 through clinical trials and as we research and develop additional product candidates including preclinical activities, studies for INDs, and initiation of human clinical trials. In addition, we expect to incur additional general and administrative costs to build the infrastructure necessary to manage the growth of our research and development efforts and the increased costs associated with operating as a public company. Specifically, our costs and expenses will increase as we: • • • • • • advance the clinical development of FX-322; pursue the preclinical and clinical development of other product candidates using our PCA platform, including our program for the treatment of MS; in-license or acquire the rights to other products, product candidates or technologies; maintain, expand, and protect our intellectual property portfolio; hire additional personnel in research, manufacturing, and regulatory and clinical development, as well as management personnel; and expand our operational, financial, investor relations, and management systems and increase personnel, including personnel to support our operations as a public company. 93 We believe that our existing cash, cash equivalents, and short-term investments, will enable us to fund our operating expenses and capital expenditure requirements into 2022. We have based this estimate on assumptions that may prove to be incorrect, and we could utilize our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with the research, development, and commercialization of therapeutics, it is difficult to estimate with certainty the amount of our working capital requirements. Our future funding requirements will depend on many factors, including: • • • • • • • • • • the progress, costs, and results of our clinical development and clinical trials for FX-322; the progress, costs, and results of our additional research and preclinical development programs, including our program for the treatment of MS; the outcome, timing and cost of meeting regulatory requirements established by the FDA and comparable foreign regulatory authorities, if applicable, for our product candidates; the costs and timing of internal process development, manufacturing activities, and clinical trial management associated with FX-322 and other product candidates we advance through preclinical and clinical development; our ability to establish terms of such agreements; a and maintain strategic collaborations, licensing or other agreements and the financial the scope, progress, results, and costs of any product candidates that we may derive from our PCA platform or any other product candidates we may develop alone or with collaborators; the extent to which we in-license or acquire rights to other products, product candidates, or technologies; additions or departures of key scientific or management personnel; the costs and timing of preparing, filing, and prosecuting patent applications, maintaining and protecting our intellectual property rights, and defending against any intellectual property-related claims; and the costs and timing of future commercialization activities, including product manufacturing, marketing, sales, and distribution for any product candidates for which we or our collaborators obtain marketing approval. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our cash needs through a combination of public or private equity or debt financings and other sources, which may include current and new collaborations with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other sources, such as collaboration agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, product development, and research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves. Contractual obligations and commitments The following is a summary of our contractual obligations and commitments as of December 31, 2019: Operating lease obligations (1) $ 54,371 $ 504 Total Less than 1 year 1 - 3 years (in thousands) 13,237 $ 4 - 6 years More than 6 years $ 14,386 $ 26,244 Payments due by period (1) Represents future minimum lease payments under our operating leases for office and laboratory space at our Woburn, Massachusetts, Lexington, Massachusetts and Farmington, Connecticut facilities (see Note 16 of notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10K for additional information on these lease agreements). 94 We have not included future milestone payments under our collaboration a and license agreements in the table above since the payment obligations under these agreements are contingent upon future events, such as the achievement of specified product development milestones or generating product sales, and we are unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. We are also required to spend certain minimum amounts on research and development of licensed products or processes under the MIT License, and may have certain funding obligations under the Scripps option agreement, which are not included in the table above. See License and collaboration agreements for more information regarding our payment obligations under these agreements. We also enter into contracts in the normal course of business with CROs, CMOs, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancelable by us upon prior written notice although, purchase orders for clinical materials are generally non-cancelable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation or upon completion of a manufacturing run. These payments are not included in the table above as the amount and timing of such payments are not known or are not material Critical accounting policies and use of estimates Our managements discussion and analysis of financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. rr While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements. Revenue recognition We account for contracts with customers in accordance with Accounting Standards Codification (ASC), Topic 606, Revenue from Contracts with Customers (Topic 606), including all amendments thereto. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaborative arrangements and leases. Our disclosure in the accompanying consolidated financial statements reflects the Companys accounting policies in compliance with this standard. Under Topic 606, an entity recognizes revenue when or as its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To recognize revenue for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies its performance obligations. We only apply the five-step model to contracts when it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and identifies as a performance obligation each promise to transfer to the customer either (a) a good or service (or bundle of goods and services) that is distinct, or (b) a series of distinct goods and services that are substantially the same and have been the same pattern of transfer to the customer. We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, we consider factors such as the research, manufacturing and commercialization capabilities of the collaboration partner (the customer in this type of arrangement) and the 95 availability of the associated expertise in the general marketplace. We also consider the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. For each arrangement that results in revenues, we identify all performance obligations, which may include, for example, a license to IP and know-how, research and development activities, and/or manufacturing services. In addition to any upfront payment, if the consideration promised in a contract includes a variable amount, we estimate the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. We determine the amount of variable consideration by using the expected value method or the most likely amount method. We include the estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, we re-evaluate the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, we evaluate whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or of the licensee such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. For contracts that include sales-based royalties (including milestone payments based on the level of sales) promised in the exchange for licenses of intellectual property, and the license is deemed to be the predominant item to which the royalties relate, we recognize royalty revenue and sales-based milestone payments at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In determining the transaction price, we adjust the promised amount of consideration for the effects of the time value of money if the timing of payments provides the Company or the Companys customer with a significant benefit of financing the transfer of goods and services. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. We assess each of its revenue generating arrangements in order to determine whether a significant financing component exists. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. For performance obligations satisfied over time, we measure progress toward completion of its performance obligations using an input method based on our efforts and inputs to satisfy its performance obligations relative to total expected inputs to the satisfaction of that performance obligation. Amounts received from a customer prior to revenue recognition are recorded as deferred revenue. Amounts received from a customer that are expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability in the accompanying consolidated balance sheets. Accrued research and development expenses As part of the process of preparing our consolidated financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf, and estimating the level of service performed and the associated costs incurred for the services when we have not yet been invoiced or otherwise notified of the actual costs. Most of our service providers invoice us in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advance payments. We make estimates of our accrued expenses as of each balance sheet date in our consolidated financial statements based on facts and circumstances known to us at that time. Examples of estimated accrued research and development expenses include fees paid to the following: • CROs and other third parties in connection with performing research and development activities and conducting preclinical studies and clinical trials on our behalf; 96 • • Vendors in connection with preclinical development activities; and CMOs and other vendors in connection with product manufacturing and development and distribution of preclinical supplies. We base our expenses related to preclinical studies on our estimates of the services received and efforts ff expended pursuant to quotes and contracts with CROs that conduct and manage preclinical studies and clinical trials and CMOs that manufacture product for our research and development activities on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of the expense. In accruing fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or amount of prepaid expense accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may cause us to report amounts that are too high or too low in any particular period. To date, we have not made any material adjustments to our prior estimates of accrued research and development expenses. t Stock-based compensation We measure stock options and other stock-based awards granted to our employees, directors, consultants, advisors based on the fair value on the date of the grant, awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award. For stock-based awards granted to non-employees, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. We estimate the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common the expected term of stock, the expected term of our stock options, the risk-free interest rate for a period that approximates our stock options, and our expected dividend yield. a Determination of fair ff value of common stock Prior to the IPO, there had been no public market for our common stock and as such, the estimated fair value of our common stock had been determined by our board of directors as of the date of each option grant, with input from management, taking into consideration our most recently available third-party valuations of common stock at the time of the grants, as well as our board of directors assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Third-party valuations, or valuation reports, were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our common stock valuation reports were prepared using a market approach, utilizing either the guideline M&A or guideline public company methodologies. Under the guideline M&A methodology, a set of mergers and acquisitions within the biotechnology and pharmaceutical industries for similar stage companies were reviewed and an applicable equity value was selected to apply to our company. Under the guideline public company methodology, the market capitalizations of similar public companies were analyzed, and an applicablea and quantitative factors. capitalization for our company was selected based on qualitative For each valuation report, an option pricing allocation method, or OPM, was selected to allocate the total equity value across the various securities outstanding at the time of the valuation. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a companys securities changes. In addition to considering the results of the valuation reports, our board of directors considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, including: • the prices at which we sold shares of convertible preferred stock and the superior rights and preferences of the convertible preferred stock relative to our common stock at the time of each grant; 97 • • • • • • • the progress of our research and development programs, including the status and results of preclinical studies and clinical trials for our product candidates; our stage of development and commercialization and our business strategy; external market conditions affecting the biotechnology industry and trends within that industry; our financial position, including cash on hand, and our historical and forecasted results; ff performance and operating the lack of an active public market for our common stock and our convertible preferred stock; the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale of our company considering prevailing market conditions; and the analysis of IPOs and the market performance of similar companies in the biotechnology industry. The assumptions underlying these valuations represented managements best estimate, which involved inherent uncertainties and the application of managements judgment. As a result, if we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different. Recent accounting pronouncements A description of recent accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed below: In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to increase transparency and comparability among companies that enter into leasing arrangements. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, with targeted improvements to the guidance including an additional transition method, which allows us to apply the provisions of the new leasing standard as of January 1, 2021, without adjusting the comparative periods presented by recognizing a cumulative- effect adjustment to the opening balance of retained earnings. a We plan to elect early adoption of this standard effective January 1, 2020 and elect the new transition method approved by the FASB. We also plan to elect the package of practical expedients intended to ease transition whereby the Company need not assess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases and (3) initial direct costs for any existing leases. Furthermore, we will elect the practical expedient to combine non-lease components and lease components. As we finalize our adoption processes, we estimate the adoption of the ASU in the first quarter of 2020 will result in the recognition of a right-of-use asset and related lease liability related to the lease for our Woburn Massachusetts facility in the range of approximately $1 million to $2 million with an estimated immaterial effect to our retained earnings and our consolidated statement of operations. As disclosed in Note 16, we have entered into a lease for a facility in Lexington Massachusetts which has an estimated commencement date of December 1, 2020. In accordance with ASU No. 2016-02, we will recognize a right-of-use asset and related lease liability at such time. There are no other recent accounting pronouncements that we believe will have a material impact on our consolidated financial statements. Off-balance sheet arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules. 98 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. Our interest-earning assets consist of cash, cash equivalents and short-term investments, which are denominated in U.S. dollars. We had cash, cash equivalents and short-term investments of $217.4 million, or 97.3% of our total assets, at December 31, 2019. Interest income earned on these assets was $1.8 million for the year ended December 31, 2019. Our interest income is sensitive to changes in the general level of interest rates, primarily U.S. interest rates. Such interest-earning instruments carry a degree of interest rate risk; however, a change by 10% in interest rates would not have a material impact on our financial position or results of operations. We had no debt outstanding as of December 31, 2019. Item 8. Financial Statements and Supplementary Data. Our consolidated financial statements, together with the reports of our independent registered public accounting firms, appear at pages F-1 through F-21 of this Annual Report on Form 10-K for the year ended December 31, 2019. An index of those financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. Our management, with the participation of our Chief Executive Officer and Vice President of Finance and Operations (our principal executive officer and principal financial officer, respectively), evaluated the effff eff ctiveness of our disclosure controls and procedures as of December 31, 2019. Based on the evaluation of our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Vice President of Finance and Operations concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Managements Annual Report on Internal Control Over Financial This annual report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of the Companys registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until we are no longer an emerging growth company as defined in the JOBS Act. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the period covered by this ted, or is reasonably likely to materially affect, our internal control Annual Report on Form 10-K that has materially affecff over financial reporting. Item 9B. Other Information. None 99 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference Item 14. Principal Accounting Fees and Services. The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2020 Annual Meeting of Stockholders and is incorporated herein by reference. 100 Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements PART IV The following documents are included on pages F-1 through F-31 attached hereto and are filed as part of this Annual Report on Form 10-K. Report of an Independent Registered Public Accounting Firm ....................................................................................... Consolidated financial statements As of December 31, 2019 and 2018 Consolidated balance sheets............................................................................................................................................. Consolidated statements of operations ............................................................................................................................. Consolidated statements of comprehensive income ......................................................................................................... Consolidated statements of convertible preferred stock, non-controlling interest and stockholders deficit .................. Consolidated statements of cash flows............................................................................................................................. Notes to consolidated financial statements ...................................................................................................................... F-2 F-3 F-4 F-5 F-6 F-7 F-8 (2) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the Consolidated Financial Statements or the Notes thereto set forth below beginning on page F-1. (3) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Incorporated by Reference Exhibit Number Exhibit Description Restated Certificate of Incorporation of Frequency Therapeutics, Inc. File No. Exhibit Form 8-K 001-39062 Amended and Restated Bylaws of Frequency Therapeutics, Inc. 8-K 001-39062 Form of Specimen Common Stock Certificate S-1/A 333-233652 Second Amended and Restated Investors Rights Agreement, dated as of July 17, 2019 S-1 333-233652 Filed/ Furnished Herewith Filing Date 10/7/19 10/1/19 9/23/19 9/6/19 3.1 3.2 4.1 4.2 Description of Frequency Therapeutics, Inc. Securities 2014 Stock Incentive Plan, as amended and form of option agreements thereunder 2019 Incentive Award Plan and form of option agreements thereunder S-1 333-233652 10.1 9/6/19 S-1/A 333-233652 10.2 9/23/19 Non-Employee Director Compensation Program S-1/A 333-233652 Form of Indemnification Agreement for Directors and Officers S-1/A 333-233652 10.3 10.5 9/23/19 9/23/19 * * 3.1 3.2 4.1 4.2 4.3 10.1 10.2 10.3 10.4 10.5.1 Lease Agreement, dated as of August 24, 2016, as amended, between ARE-MA Region No. 20 and Frequency Therapeutics, Inc. 101 10.5.2 Lease Agreement, effecff between the University of Connecticut and Frequency Therapeutics, Inc. tive as of August 1, 2019 S-1/A 333-233652 10.6.2 9/23/19 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 21.1 23.1 31.1 31.2 32.1 32.2 Second Amended and Restated Executive Employment Agreement, dated as of September 20, 2019, between David L. Lucchino and Frequency Therapeutics, Inc. Amended and Restated Employment Agreement, dated as of September 20, 2019, between Christopher R. Loose and Frequency Therapeutics, Inc. Employment Agreement, dated as of September 19, 2019, between Carl P. LeBel and Frequency Therapeutics, Inc. Exclusive Patent License Agreement, dated as of December 13, 2016, as amended, between Massachusetts Institute of Technology and Frequency Therapeutics, Inc. Non-Exclusive Patent License Agreement, dated as of February 7, 2019, between Massachusetts Eye and Ear Infirmary and Frequency Therapeutics, Inc. License and Collaboration Agreement, dated as of July 16, 2019, between Astellas Pharma, Inc. and Frequency Therapeutics, Inc. S-1/A 333-233652 10.7 9/23/19 S-1/A 333-233652 10.8 9/23/19 S-1/A 333-233652 10.9 9/23/19 S-1 333-233652 10.10 9/6/19 S-1 333-233652 10.11 9/6/19 S-1 333-233652 10.12 9/6/19 2019 Employee Stock Purchase Plan S-1/A 333-233652 10.13 9/23/19 Indenture of Lease, effecff between HCP/KING 75 Hayden LLC and Frequency Therapeutics, Inc. tive as of January 7, 2020 Subsidiaries of Frequency Therapeutics, Inc. Consent of RSM US, LLP, Independent Registered Public Accounting Firm Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 102 * * * * * ** ** 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * ** Filed herewith Furnished herewith *** Submitted electronically herewith Item 16. Form 10-K Summary None. *** *** *** *** *** *** 103 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES Date: March 26, 2020 FREQUENCY THERAPEUTICS, INC. By: /s/ David L. Lucchino David L. Lucchino President, Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints David L. Lucchino and Richard power to act without the other, as his or Mitrano, and each of them, with full power of substitution and resubstitution and full her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confiff rming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. ff Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities a and on the dates indicated. Name Title Date /s/ David L. Lucchino David L. Lucchino /s/ Richard Mitrano Richard Mitrano /s/ Marc A. Cohen Marc A. Cohen /s/ Timothy J. Barberich Timothy J. Barberich y /s/ Michael Huang Michael Huang /s/ Robert S. Langer Robert S. Langer, Sc.D. /s/ Joel S. Marcus Joel S. Marcus President, Chief Executive Officer and Director (Principal Executive Officer) March 26, 2020 Vice President, Finance and Operations (Principal Financial and Accounting Officer) March 26, 2020 Executive Chairman and Director March 26, 2020 Director Director Director Director March 26, 2020 March 26,, 2020 March 26, 2020 March 26, 2020 104 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of an Independent Registered Public Accounting Firm ........................................................................................ Consolidated financial statements Consolidated balance sheets.............................................................................................................................................. Consolidated statements of operations .............................................................................................................................. Consolidated statements of comprehensive loss ............................................................................................................... Consolidated statements of convertible preferred stock, non-controlling interest and stockholders equity (deficit)...... Consolidated statements of cash flows.............................................................................................................................. Notes to consolidated financial statements ....................................................................................................................... F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-1 Report of independent registered public accounting firm To the Stockholders and the Board of Directors of Frequency Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Frequency Therapeutics, Inc. and its subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive loss, convertible preferred stock, non-controlling interest, and stockholders equity (deficit) and cash flows for each of the three years in the period ended December 31, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the fiff nancial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. ff Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the fiff nancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Companys auditor since 2017. /s/ RSM US LLP Boston, Massachusetts March 26, 2020 F-2 Frequency Therapeutics, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents Short-term marketable securities Prepaid expenses and other current assets Total current assets Property and equipment, net Other assets Total assets Liabilities, Convertible Preferred Stock, Non-Controlling Interest and Stockholders Equity (Deficit) Current liabilities: Accounts payable Accrued expenses Deferred revenue Other current liabilities Total current liabilities Deferred revenue, net of current portion Long-term liabilities Total liabilities Series B convertible preferred stock, $0.001 par value; no shares authorized, issued or outstanding at December 31, 2019; 49,296,987 shares authorized at December 31, 2018; 41,857,005 shares issued and outstanding at December 31, 2018 Series B-1 convertible preferred stock, $0.001 par value; no shares authorized, issued or outstanding at December 31, 2019; 10,000 shares authorized, issued and outstanding at December 31, 2018 Series A convertible preferred stock, $0.001 par value; no shares authorized, issued or outstanding at December 31, 2019; 64,891,735 shares authorized at December 31, 2018; 62,528,507 shares issued and outstanding at December 31, 2018 Series A-1 convertible preferred stock, $0.001 par value; no shares authorized, issued or outstanding at December 31, 2019; 10,000 shares authorized, issued and outstanding at December 31, 2018 Non-controlling Non-controlling interest Stockholders equity (deficit): Common stock, $0.001 par value; 100,000,000 and 165,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 30,844,507 and 2,084,710 shares issued and outstanding at December 31, 2019 and 2018, respectively Additional paid-in capital Accumulated other comprehensive income Accumulated deficit Total stockholders equity (deficit) $ $ $ $ $ $ 200,158 17,197 4,000 221,355 1,762 101 223,218 1,219 3,239 48,152 170 52,780 2,900 180 55,860 42,189 748 42,937 1,511 100 44,548 1,863 1,749 161 3,773 349 4,122 38,224 9 46,694 8 3,773 31 236,161 54 (68,888) 167,358 2 804 (49,088) (48,282) Total liabilities, convertible preferred stock, non-controlling interest and stockholders equity (deficit) $ 223,218 $ 44,548 See accompanying notes. F-3 Frequency Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) 2019 Year ended December 31 2018 2017 $ 28,947 $ $ Revenue Operating expenses: Royalty Research and development General and administrative Total operating expenses Loss from operations Interest income (expense) Loss on extinguishment of debt Realized gain on investments Foreign exchange gain (loss) NNet loss Cumulative Series C preferred stock dividends NNet loss attributable to common shareholders NNet loss per share attributable to common stockholders-basic and diluted Weighted-average shares of common stock outstanding-basic and diluted $ $ $ 16,000 18,784 14,838 49,622 (20,675) 1,784 138 7 (18,746) $ (1,054) (19,800) $ 11,880 7,064 18,944 (18,944) (106) (269) 151 (19,168) $ (19,168) $ 11,966 4,340 16,306 (16,306) (174) (3,749) (8) (20,237) (20,237) (2.29) $ (12.53) $ (28.79) 8,649,245 1,530,218 702,918 See accompanying notes. F-4 Frequency Therapeutics, Inc. Consolidated Statements of Comprehensive Loss (in thousands, except share and per share amounts) NNet loss Other comprehensive gain: Unrealized gain on marketable securities Total comprehensive gain Comprehensive loss Year Ended December 31, 2019 2018 2017 (18,746) $ (19,168) $ (20,237) 54 54 (18,692) $ (19,168) $ (20,237) $ $ See accompanying notes. F-5 l a t o T - k c o t S s r e d l o h y t i u q e - u m u c c A d e t a l t i c i f e d d e t a l u m u c c A r e h t O e v i s n e h e r p m o C e m o c n I - i t i d d A l a n o n i - d i a p l a t i p a c n o m m o C n o m m o C - n o N 1 - A s e i r e S e l b i t r e v n o c r a p e u l a v s e r a h s d e u s s i g n i l l o r t n o c d e r r e f e r p t s e r e t n i e u l a v 1 - A s e i r e S e l b i t r e v n o c A s e i r e S d e r r e f e r p e l b i t r e v n o c s e r a h s d e u s s i d e r r e f e r p e u l a v A s e i r e S e l b i t r e v n o c d e r r e f e r p s e r a h s d e u s s i 1 - B s e i r e S 1 - B s e i r e S e l b i t r e v n o c B s e i r e S e l b i t r e v n o c d e r r e f e r p e l b i t r e v n o c d e r r e f e r p e u l a v s e r a h s d e u s s i d e r r e f e r p e u l a v B s e i r e S e l b i t r e v n o c d e r r e f e r p s e r a h s d e u s s i C s e i r e S e l b i t r e v n o c d e r r e f e r p e u l a v C s e i r e S e l b i t r e v n o c d e r r e f e r p s e r a h s d e u s s i ) t i c i f e D ( y t i u q E s r e d l o h k c o t S d n a t s e r e t n I g n i l l o r t n o c - n o N , k c o t S d e r r e f e r P e l b i t r e v n o C f o t n e m e t a t S d e t a d i l o s n o C ) s t n u o m a e r a h s r e p d n a e r a h s t p e c x e , s d n a s u o h t n i ( . c n I , s c i t u e p a r e h T y c n e u q e r F ) 3 6 6 , 9 ( $ ) 3 8 6 , 9 ( $ 1 9 0 4 1 7 2 ) 7 3 2 , 0 2 ( ) 7 3 2 , 0 2 ( ) 2 4 6 , 9 2 ( $ ) 0 2 9 , 9 2 ( $ 5 5 4 3 7 9 0 6 , 3 6 6 3 6 9 6 , 9 7 ) 4 5 0 , 1 ( ) 4 5 0 , 1 ( ) 8 6 1 , 9 1 ( ) 8 6 1 , 9 1 ( ) 2 8 2 , 8 4 ( $ ) 8 8 0 , 9 4 ( $ 4 5 5 1 7 , 1 5 1 ) 6 4 7 , 8 1 ( ) 6 4 7 , 8 1 ( 8 5 3 , 7 6 1 $ ) 8 8 8 , 8 6 ( $ 4 5 4 5 $ 8 1 1 9 $ 0 4 1 7 2 6 7 2 5 5 4 3 7 $ $ $ 4 0 8 $ 9 0 6 , 3 5 6 3 0 9 6 , 9 7 3 9 6 , 1 5 1 $ 1 6 1 , 6 3 2 $ 2 2 2 1 6 2 2 1 3 $ 9 5 4 , 8 5 6 , 1 4 7 9 , 0 3 2 2 0 8 , 4 6 $ 5 3 2 , 4 5 9 , 1 3 2 4 , 7 ) 1 0 2 , 3 ( 3 5 2 , 6 2 1 $ 0 1 7 , 4 8 0 , 2 0 7 1 , 7 5 3 0 0 0 , 5 2 3 , 6 $ $ 3 7 7 , 3 3 7 7 , 3 $ 8 8 $ $ 0 0 0 , 0 1 $ 1 5 9 , 7 2 1 2 4 , 8 3 5 , 7 3 3 4 7 , 8 1 6 8 0 , 0 9 9 , 4 2 4 9 6 , 6 4 $ 7 0 5 , 8 2 5 , 2 6 $ 0 0 0 , 0 1 4 9 6 , 6 4 $ 7 0 5 , 8 2 5 , 2 6 9 9 $ $ $ $ 9 4 8 , 2 3 2 4 5 , 7 1 0 , 6 3 $ $ $ 0 0 0 , 0 1 $ 0 0 0 , 0 1 4 2 2 , 8 3 $ 5 0 0 , 7 5 8 , 1 4 6 6 2 1 9 9 , 8 8 2 5 7 3 , 5 3 6 4 , 9 3 8 , 5 4 5 0 , 1 7 8 6 , 1 6 0 6 9 , 2 9 4 , 9 3 s e t o n g n i y n a p m o c c a e e S $ 7 0 5 , 4 4 8 , 0 3 7 2 6 , 7 7 0 , 2 2 ) 3 7 7 , 3 ( $ ) 8 ( $ $ $ $ $ ) 0 0 0 , 0 1 ( ) 4 9 6 , 6 4 ( ) 7 0 5 , 8 2 5 , 2 6 ( ) 9 ( ) 0 0 0 , 0 1 ( ) 0 9 4 , 8 3 ( ) 6 9 9 , 5 4 1 , 2 4 ( ) 1 4 7 , 2 6 ( ) 0 6 9 , 2 9 4 , 9 3 ( e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S 6 1 0 2 , 1 3 r e b m e c e D , e c n a l a B n o p u k c o t s n o m m o c f o e c n a u s s I s n o i t p o k c o t s f o e s i c r e x e e c n a u s s i f o t e n , k c o t s d e r r e f e r p e l b i t r e v n o c A s e i r e S f o e c n a u s s I r o f k c o t s n o m m o c f o e c n a u s s I e s n e c i l t n e t a p e v i s u l c x e 3 0 2 $ f o s t s o c s e t o n e l b i t r e v n o c f o n o i s r e v n o c e h t o t d e t a l e r k c o t s d e r r e f e r p e l b i t r e v n o c A s e i r e S f o e c n a u s s I e l b a y a p s s o l t e NN e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S n o p u k c o t s n o m m o c f o e c n a u s s I 7 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s n o i t p o k c o t s f o e s i c r e x e k c o t s d e t c i r t s e r f o e c n a u s s I e l b i t r e v n o c 1 - A s e i r e S f o e c n a u s s I k c o t s d e t c i r t s e r f o e s a h c r u p e R k c o t s d e r r e f e r p e c n a u s s i f o t e n , k c o t s d e r r e f e r p e l b i t r e v n o c B s e i r e S f o e c n a u s s I 2 0 3 $ f o s t s o c s e t o n e l b i t r e v n o c f o n o i s r e v n o c e h t o t d e t a l e r k c o t s d e r r e f e r p e l b i t r e v n o c B s e i r e S f o e c n a u s s I e l b a y a p e l b i t r e v n o c 1 - B s e i r e S f o e c n a u s s I t s e r e t n i g n i l l o r t n o c - n o NN k c o t s d e r r e f e r p s s o l t e NN e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S 8 1 0 2 , 1 3 r e b m e c e D , e c n a l a B n o p u k c o t s n o m m o c f o e c n a u s s I s n o i t p o k c o t s f o e s i c r e x e e l b i t r e v n o c B s e i r e S f o e c n a u s s I k c o t s d e r r e f e r p e l b i t r e v n o c C s e i r e S f o e c n a u s s I k c o t s d e r r e f e r p d e r r e f e r p C s e i r e S f o n o i t e r c c A d n e d i v i d n o m m o c f o g n i r e f f o c i l b u p l a i t i n I k c o t s d n a k c o t s d e r r e f e r p f o n o i s r e v n o C o t n i t s e r e t n i g n i l l o r t n o c - n o n n o i t c e n n o c n i k c o t s n o m m o c e m o c n i e v i s n e h e r p m o c r e h t O O P I e h t h t i w 9 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s s o l t e NN F-6 Frequency Therapeutics, Inc. Consolidated Statements of Cash Flows (in thousands) Year ended December 31, 2019 2018 2017 $ (18,746) $ (19,168) $ (20,237) Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock based compensation Depreciation Non-cash interest Loss on extinguishment of convertible notes payable Issuance of common stock for license agreement Deferred lease incentives Changes in operating assets and liabilities: Prepaid expenses and other current assets Accounts payable Deferred revenue Accrued expenses Net cash provided by (used in) operating activities Cash flows from investing activities: Purchases of property and equipment Redemption of available for sale securities Purchase of available for sale securities Net cash used in investing activities Cash flows from financing activities: Proceeds from sale of non-controlling interest Proceeds from issuance of convertible notes payable Proceeds from issuance of Series A convertible preferred stock, net of issuance costs Proceeds from issuance of Series A-1 convertible preferred stock, net of issuance costs Proceeds from issuance of Series B convertible preferred stock, net of issuance costs Proceeds from issuance of Series B-1 convertible preferred stock, net of issuance costs Proceeds from issuance of Series C convertible preferred stock, net of issuance costs Proceeds from issuance of common stock Net cash provided by financing activities Net increase in cash and cash equivalents Cash at beginning of year Cash at end of year Cash paid during the year for: Taxes Non-cash items Conversion of convertible notes payable and accruedr interest into convertible preferred stock Cumulative Series C convertible preferred stock dividends Conversion of preferred stock and non-controlling interest into common stock $ $ $ $ $ See accompanying notes F-7 3,609 813 54 (160) (3,253) (644) 51,052 1,490 34,215 (1,064) (282,618) 265,421 (18,261) 266 61,687 80,062 142,015 157,969 42,189 200,158 94 $ $ 455 654 106 269 (159) (727) 869 677 (17,024) (436) (436) 3,773 5,000 8 32,849 9 73 41,712 24,252 17,937 42,189 $ 91 531 174 3,749 140 662 142 (231) 365 (14,614) (1,863) (1,863) 27,951 27 27,978 11,501 6,436 17,937 $ $ $ 1,054 5,375 $ $ 18,743 151,715 $ $ Frequency Therapeutics, Inc. Notes to Consolidated Financial Statements (Amounts in thousands, except share and per share amounts) 1. Organization and basis of presentation Frequency Therapeutics, Inc., together with its wholly owned subsidiaries, Frequency Therapeutics, a PTY, LTD, Frequency Therapeutics Securities Corporation and Frequency Therapeutics headquartered in Woburn, Massachusetts, was incorporated in November 2014 as a Delaware corporation. The Company is a clinical-stage biotechnology company focused on harnessing the bodys innate biology to repair or reverse damage caused by a broad range of degenerative diseases. Japan KK (Frequency Japan) (the Company), a rr On September 20, 2019, the Company effected a 1-for-6.7355 reverse stock split of its common stock. The par value of the common stock was not adjusted as a result of the reverse stock split and the authorized capital was amended to 100,000,000 shares of common stock and 148,724,922 shares of $0.001 par value preferred stock (the Preferred Stock). The reverse stock split resulted in an adjustment to the Series A Convertible Preferred Stock (Series A Preferred), Series B Convertible Preferred Stock (Series B Preferred) and Series C Convertible Preferred Stock (Series C Preferred) conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Shares of common stock underlying outstanding stock options were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. In October 2019, the Company completed the initial public offering of its common stock (the IPO). In the IPO, the Company issued and sold 6,325,000 shares of its common stock at a price to the public of $14.00 per share, inclusive of the underwriters exercise in part of their over-allotment option. The Company received approximately $79.7 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses. In connection with the IPO, on October 7, 2019 all Preferred Stock and the preferred stock of Frequency Japan converted into 22,077,627 shares of common stock and all outstanding shares of Series A-1 Preferred Stock and B-1 Preferred Stock were forfeited. Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance- reporting capabilities. Even if the Companys product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. ff Liquidity and capital i resources The Company has funded its operations primarily with proceeds from the sale of its capital stock, convertible notes and amounts received under a collaboration agreement. The Company has incurred recurring losses since its inception. In addition, as of December 31, 2019, the Company had an accumulated deficit of ($68,888). The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to fiff nance its operations. The Companys inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. The Company believes that existing resources will be sufficient to fund planned operations for at least 12 months from the date the financial statements were available to be issued. F-8 2. Summary of significant accounting policies Basis of presentation ff The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its fiff nancial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics intercompany transactions and balances have been eliminated. a PTY, LTD and Frequency Japan (majority owned at December 31, 2018). All Use of estimates ii The preparation of the Companys consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affecff disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. On an ongoing basis, the Companys management evaluates its estimates, which include but are not limited to managements judgments of accrued expenses, revenue, fair value of common stock, valuation of share-based awards and income taxes. Actual results could differ from those estimates. t the reported amounts of assets, liabilities, revenue, expenses and related The Company utilizes significant estimates and assumptions in determining the fair value of its common stock in periods prior to the IPO. The Company had utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation (the Practice Aid), to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Companys judgment. These estimates and assumptions included a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Companys common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could have resulted in different fair values of common stock at each valuation date. Comprehensive income (loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders equity that result from transactions and economic events other than those with stockholders which for the year ended December 31, 2019 consists of unrealized gain on marketable securities. There were no elements of comprehensive loss for the years ended December 31, 2018 and 2017. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is availablea for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Companys chief operating decision-maker, the Companys chief executive officer, views the Companys operations and manages its business as a single operating segment, which is in the business of discovering and developing small molecule drugs that activate progenitor cells within the body to create healthy tissue. Foreign currency All periods presented are reported in US dollars. The functional currency for entities outside the United States is the US dollar. Realized and unrealized gains and losses from foreign currency transactions are reflected in the consolidated statements of operations as other expense. During the years ended December 31, 2019, 2018 and 2017 the Company recorded $7, $151 and ($8) of foreign currency exchange gains (losses), respectively. F-9 Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of six months or less at acquisition to be cash equivalents which are stated at faff ir market value. Cash and cash equivalents at December 31, 2019 and 2018 consists entirely of cash held in banks and money market funds. Short-term marketable debt securities Short-term marketable securities represent holdings of available-for-sale marketablea debt securities in accordance with the Companys investment policy. Short-term marketable investment mature within one-year from the balance sheet date. Investments in marketable securities are recorded at faff ir value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, together with interest on securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investment are reflected as a component of other income (expense). t Short-term marketable securities at December 31, 2019 consist of investment in U.S. Treasury Securities. Concentration of credit risk and off-balance sheet risk Financial instrument that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents at several accredited financial institutions, securities with maturities of less than twelve months. Management believes that the Company is not exposed to significant credit risk due to the fiff nancial position of the depository institutions in which its money market accounts are maintained. in amounts that exceed federally insured limits. Marketable securities consist of U.S. Treasury t The Company has no significant off-balance sheet such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Significant suppliers The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a single manufacturer of its product candidates for use in clinical trials. The Company would be adversely affected by a significant interruption in the supply of product for use in clinical programs. Fair value measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC Topic 820, Fair Value Measurement (ASC 820), establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy defines three levels of valuation inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Level 3 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values of other current assets, accounts payable, and accruedr expenses approximate their fair values due to the short-term nature of these assets and liabilities. F-10 Property and equipment Property and equipment consist of lab equipment, computer equipment, furniture and office equipment and leasehold improvements recorded at cost. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Lab equipment Computer equipment Furniture and office equipment Leasehold improvements Estimated useful life 3 years 3 years 3 years Shorter of the estimated useful life or lease term Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheet and related gains or losses are reflected in the consolidated statements of operations. Impairment of long-lived assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their faff ir value. The Company did not recognize any impairment losses for the years ended December 31, 2019, 2018 and 2017. Research and development costs and accruals Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with research institutions, contract research organizations, contract manufacturers and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Collaborative arrangements The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflff ective of a vendor-customer relationship (e.g., a licensing arrangement) where the contracted party has obtained goods or services that are an output of the Companys ordinary activities in exchange for a consideration and thereforeff pursuant to Topic 606, including those to which Topic 606 is applied by analogy, the Company applies the five-step model described in the Companys revenue recognition policy. For elements of collaborative arrangements that are accounted for pursuant to ASC 808, an appropriate and rational recognition method is determined and applied consistently. Reimbursements from the counterparty that are the result of a collaborative relationship with the counterparty, instead of a customer relationship, such as co-development or clinical activities, are recorded as a reduction to research and development expense as the services are performed. Similarly, amounts that are owed to a collaboration partner related to the co- development clinical activities are recognized as research and development expense. within the scope of Topic 606. For those elements of the arrangement that are accounted for F-11 The Company enters into out-licensing agreements that are within the scope of Topic 606. The terms of such out- license agreements include licenses to functional intellectual property (IP), given the functionality of the intellectual property is not expected to change substantially as a result of the licensors ongoing activities. Such arrangements typically include payment of one or more of the following: non-refundable up-front license fees; reimbursement of certain costs; development and regulatory milestone payments and milestone payments based on the level of sales; and royalties on net sales of licensed products. a The Company considers the economic and regulatory characteristics of the licensed IP, research, development, of the licensee and the availability of the associated expertise in the manufacturing and commercialization capabilities general marketplace to determine if it has standalone value at the inception of the licensing arrangement, which would make the license distinct. In addition, the Company considers whether the licensee can benefit from a promise for its intended purpose without the receipt of any additional good or services promised in the contract, whether the value of the license is dependent on the remaining goods and services, whether there are other vendors that could provide the remaining promise, and whether the license is separately identifiable from the remaining good and services. For licenses that are combined with other goods and services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research and development and licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Revenue is allocated to the licensed IP on a relative standalone selling price basis and, for functional IP, is recognized at a point when the licensed IP is made available for the customers use and benefit, which generally occurs at the inception of the arrangement. However, in cases, where the functionality of the IP is expected to substantively change as a result of activities of the Company that do not transfer additional promised goods or services, or in cases, where there is an expectation that the Company will undertake activities to change the standalone functionality of the IP and the customer is contractually or practically required to use the latest version of the IP, revenue for the license to functional IP is recognized over time. Development and regulatory milestone fees, which are a type of variable consideration, are recognized as revenue to the extent that it is probable that a significant reversal will not occur. The Company recognizes royalty revenue and sales- based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company has entered into a collaboration arrangement with Astellas Pharma Inc. (Astellas), as further described in Note 15 of notes to unaudited consolidated financial statements. Revenue recognition The Company accounts for contracts with customers in accordance with Accounting Standards Codification (ASC), Topic 606, Revenue from Contracts with Customers (Topic 606), including all amendments thereto. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaborative arrangements and leases. The Companys disclosure within the below sections or elsewhere within these consolidated financial statements reflects the Companys accounting policies in compliance with this new standard. Under Topic 606, an entity recognizes revenue when or as its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To recognize revenue for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies its performance obligations. The Company only applies the five-step model to contracts when it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and identifies as a performance obligation each promise to transfer to the customer either (a) a good or service (or bundle of goods and services) that is distinct, or (b) a series of distinct goods and services that are substantially the same and have been the same pattern of transfer to the customer. F-12 a The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily availablea to the customer (that is, the good or service is capable of being distinct) and (ii) the entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities this type of arrangement) and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. For each arrangement that results in revenues, the Company identifies all performance obligations, which may include, for example, a license to IP and know-how, research and development activities, and/or manufacturing services. of the collaboration partner (the customer in a In addition to any upfront payment, if the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or of the licensee such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. For contracts that include sales-based royalties (including milestone payments based on the level of sales) promised in the exchange for licenses of intellectual property, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestone payments at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments provides the Company or the Companys customer with a significant benefit of financing the transfer of goods and services. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assesses each of its revenue generating arrangements in order to determine whether a significant financing component exists. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. For performance obligations satisfied over time, the Company measures progress toward completion of its performance obligations using an input method based on the Companys efforts and inputs to satisfy its performance obligations relative to total expected inputs to the satisfaction of that performance obligation. Amounts received from a customer prior to revenue recognition are recorded as deferred revenue. Amounts received from a customer that are expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability in the accompanying consolidated balance sheets. Patent costs The Company expenses patent application and related legal costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations. F-13 Stock-based compensation The Company accounts for its stock-based compensation in accordance with ASC Topic 718, CompensationStock Compensation (ASC 718). ASC 718 requires all share-based payments to employees and directors to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company adopted FASB Accounting Standards Update (ASU) 2016-09 which identifies areas for simplification of several areas of share-based payment transactions. The Company retroactively applied the mark to market approach on vesting to non-employee grants and the impact on the consolidated financial statements was not material and as such, the Company will treat non-employee grants the same as employee grants. The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Company believes the fair value of the stock options granted to non-employees is more reliably determinable than the fair value of the services provided. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate and (d) expected dividends. Due to the lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. For options granted to non-employees, the Company utilizes the contractual term of the share-based payment as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. There are significant judgments and estimates inherent in the determination of the faff ir value of the Companys common stock prior to the IPO. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to its common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. The Company expenses the fair value of its share-based compensation awards to employees and non-employees on a straight-line basis over the requisite service period, which is generally the vesting period. Non-controlling interest As of December 31, 2018, the Company accounted for shares of preferred stock issued in Frequency Japan as a non- controlling interest in the mezzanine section of the consolidated balance sheets. The value ascribed to the non-controlling interest was the liquidation preference of the preferred stock in Frequency Japan as the holders of such shares do not share in any profits or losses of the subsidiary. In connection with the IPO, all preferred stock of Frequency Japan converted into shares of the Companys common stock, see Note 1. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (ASC 740) which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companys tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feff asible tax planning strategies. At December 31, 2019 and 2018, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets (see Note 13). F-14 Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted- average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2019, 2018 and 2017 since all potential shares of common stock instruments loss for such periods. are anti-dilutive as a result of the rr The Companys convertible preferred stock contractuall y entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses are not allocated to such participating securities. In periods where the Company reported a net loss attributable to common stockholders, diluted net loss per share is the same as basic net loss per share, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2019, 2018 and 2017. t Basic and diluted net loss per share attributable to common stockholders was calculated as follows: (in thousands, except share and per share amounts) NNumerator: Net loss attributable to common stockholders Denominator: Year ended December 31 2019 2018 2017 $ (19,800) $ (19,168) $ (20,237) Weighted-average shares of common stock outstanding-basic and diluted 8,649,245 1,530,218 702,918 Net loss per share attributed to common stockholders-basic and diluted $ (2.29) $ (12.53) $ (28.79) The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Unvested restricted Common Stock Series C Preferred (as converted to common stock) Series B Preferred (as converted to common stock) Series A Preferred (as converted to common Year ended December 31 2018 345,608 2019 70,366 2017 637,746 1,172,676 4,759,079 6,214,387 stock) 7,070,574 9,283,425 9,283,425 Conversion of Frequency Japan preferred stock Outstanding stock options (as converted to common stock) Total 513,047 673,605 5,968,672 985,521 2,089,334 19,554,414 18,606,359 10,906,692 Recently adopted accounting pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The standard will apply one comprehensive revenue recognition model across all contracts, entities, and sectors. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Once effective, ASU 2014-09 will replace most of the existing revenue recognition requirements in U.S. GAAP. The FASB also issued ASU 2015-14, Revenue from Contracts with Customers (Topico 606): Deferral of the Effective Date, which deferred the effective date of the standard one year. As a result, the new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within the reporting period. Early adoption is permitted. The Company early adopted ASU 2014-09 effective January 1, 2018, and its adoption had no impact on the Companys consolidated financial statements. F-15 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (ASU No. 2016-15). This guidance addresses the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017 and for interim periods within those fiscal years. Early adoption is permitted. The Company adopted this standard effective January 1, 2018. The adoption of ASU No. 2016-15 did not have a material impact on the Companys consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU No. 2017-09). This update clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU No. 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Early application is permitted, and prospective application is required. The Company adopted this standard effecff have a material impact on the Companys consolidated financial statements. tive January 1, 2018. The adoption of this guidance did not Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effecff Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. tive date. The Company is an emerging growth company as defined in the In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to increase transparency and comparability among companies that enter into leasing arrangements. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, with targeted improvements to the guidance including an additional transition method, which allows companies to apply the provisions of the new leasing standard as of January 1, 2020, without adjusting the comparative periods presented by recognizing a cumulative-effect adjustment to the opening balance of retained earnings. a The Company plans to elect early adoption of this standard effecff tive January 1, 2020 and elect the new transition method approved by the FASB. The Company also plans to elect the package of practical expedients intended to ease transition whereby the Company need not assess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases and (3) initial direct costs for any existing leases. Furthermore, the Company will elect the practical expedient to combine non-lease components and lease components. As the Company finalizes its adoption processes, it estimates the adoption of the ASU in the first quarter of 2020 will result in the recognition of a right-of-use asset and related lease liability approximately $1,000 to $2,000 with an estimated immaterial effect to the retained earnings and the consolidated statement of operations. As disclosed in Note 16, the Company has entered into a lease for a facility in Lexington Massachusetts which has an estimated commencement date of December 1, 2020. In accordance with ASU No. 2016-02, the Company will recognize a right-of-use asset and related lease liability at such time. related to the lease for our Woburn Massachusetts facility in the range of a . 3. Fair value measurements The Companys financial assets measures at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2019 are summarized as follows: Money market funds U.S. Government treasury securities F-16 Fair Value y Hierarchy Level 1 $ Level 1 Amortization Cost 200,131 17,131 217,262 $ $ $ Unrealized Gain Fair Market Value 200,119 17,197 217,316 (12) $ 66 54 $ The Company had no financial assets subject to fair value reporting requirements at December 31, 2018. The carrying amounts reflected in the consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values which approximate their fair values. 4. Prepaid expenses Prepaid expenses and other current assets consisted of the following: Rent and deposits Research and development expenses Grant receivable Insurance Other Total 5. Property and equipment Property and equipment include the following: Lab equipment Computer equipment Furniture and office equipment Leasehold improvements Construction in progress Total Accumulated depreciation Property and equipment, net December 31, 2019 2018 63 $ 801 805 2,132 199 4,000 $ 428 161 159 748 December 31, 2019 2018 1,846 $ 12 245 1,419 306 3,828 (2,066) 1,762 $ 1,109 12 204 1,406 33 2,764 (1,253) 1,511 $ $ $ $ The Company recognized $813 and $654 of depreciation expense for the years ended December 31, 2019 and 2018, respectively. 6. Accrued expenses Accrued expenses consist of the following: Payroll and employee related expenses Professional fees Third-party research and development expenses Total December 31, 2019 2018 $ $ 2,686 $ 435 118 3,239 $ 1,034 322 393 1,749 7. Convertible notes In 2018, the Company entered into $5,000 of convertible notes with existing shareholders and investors (Series B Notes) with a maturity date of May 31, 2019. The Series B Notes bore interest at a rate of 5% per annum and were automatically convertible into the security issued in the next financing of at least $5,000, excluding the proceeds of the Series B Notes (Qualified Series B Financing) at a conversion price equal to 95% of the per share price paid by investors in such financing. In the event of a sale of the Company, prior to the conversion or repayment of the Series B Notes at maturity, the Series B Notes would have been repaid at an amount equal to one and one-half times the outstanding principal and interest. F-17 On October 17, 2018, the Company closed a Qualified Series B Financing and the Series B Notes converted pursuant to their contractual terms. The $5,000 of principal plus $106 of accrued interest were converted into Series B Preferred shares at a 5% discount to the offering price of $0.92 per share resulting in the issuance of 5,839,463 Series B shares and the recognition of a loss on conversion of $269 (see Note 8). For the year ended December 31, 2018, the Company recorded $106 in interest expense on the Series B Notes. In 2015 and 2016, the Company entered into $14,285 of convertible notes with investors (Series A Notes) with a maturity date of January 21, 2017, which was extended to April 30, 2017. The Series A Notes bore interest at a rate of 5% per annum and were automatically convertible into the security issued in the next financing in excess of $4,000 (Qualified Series A Financing) at a conversion price equal to 80% of the per share price paid by investors in such financing. If, prior to the Company completing a Qualified Series A Financing, the Company received funds in excess of $15,000 pursuant to a non- equity financing, grant or other similar event, then the Company would have obtained an outside valuation and thereafter the Series A Notes would have automatically converted into shares of common stock of the Company, at a 20% discount to such valuation. In the event of a sale of the Company, prior to conversion or repayment of the Series A Notes at maturity, the Series A Notes would have been repaid at an amount equal to three times the outstanding principal and interest. On March 30, 2017, the Company closed a Qualified Series A Financing and the Series A Notes converted pursuant to their contractual terms. The $14,285 of principal plus $709 of accrued interest were converted into Series A Preferred shares at a 20% discount to the offering price of $0.75 per share resulting in the issuance of 24,990,086 Series A Preferred shares and the recognition of a loss on conversion of $3,749 (see Note 8). For the year ended December 31, 2017, the Company recorded $174 in interest expense on the Series A Notes. The Series A Notes and Series B Notes did not contain an optional conversion feature. The Company evaluated all the settlement features included within the Series A Notes and Series B Notes, noting that none of the features was considered to be predominant or met the definition of a derivative under FASB ASC Topic 815, Derivatives and Hedging with the exception of the repayment premium in the event of a Company sale. In such event the noteholders were entitled to receive an amount equal to three times the outstanding principal, in the case of Series A Notes, and one and one half and three times the outstanding principal, in the case of the Series B Notes, plus all accruedrr and unpaid interest. Based on the qualitative and quantitative considerations, management determined that the fair value of the derivative was de minimis as of December 31, 2017. 8. Convertible preferred stock As of December 31, 2018, the Company had authorized 114,208,722 shares of Preferred Stock and had designated 64,891,735 shares as Series A Preferred, 10,000 shares as Series A-1 Preferred Stock, 49,296,987 shares as Series B Preferred and 10,000 shares as Series B-1 Preferred Stock. Since the Preferred Stock was redeemable upon a liquidation event, which is not considered to be within the Companys control, it has been classified in temporary equity on the accompanying consolidated balance sheet as of December 31, 2018. The carrying value of the Preferred Stock was the proceeds received less issuance costs. In October 2019, in connection with the IPO, all shares of Preferred Stock were automatically converted into common stock. ff Issuances of preferred stock On March 30, 2017, the Company converted $14,285 of Series A Notes plus accrued interest of $709 into 24,990,086 shares of Series A Preferred at a 20% discount to the offering price of $0.75 per share. The Company also issued 9,783,522 shares of Series A Preferred for proceeds of $7,338 on the same date. Additional issuances of Series A Preferred took place in April, May, August and December of 2017 for an additional aggregate issuance of 27,754,899 shares of Series A Preferred shares for proceeds of $20,816. The Company incurred $203 of share issuance costs in connection with the issuance of the Series A Preferred described above which was recorded as a reduction in the proceeds received and the carrying rr value. On October 17, 2018, the Company converted $5,000 of Series B Notes plus accrued interest of $106 into 5,839,463 shares of Series B Preferred at a 5% discount to the offering price of $0.92 per share. The Company also issued 7,544,029 shares of Series B Preferred for proceeds of $6,944 on the same date. Additional issuances of Series B Preferred took place in November and December of 2018 for an additional aggregate issuance of 28,473,513 shares of Series B Preferred shares for proceeds of $26,208. The Company also issued 288,991 shares of Series B Preferred in January and February 2019 for proceeds of $266. F-18 The Company incurred $302 of share issuance costs in connection with Series B Preferred described above which was recorded as a reduction in the proceeds received and the carrying value. On October 17, 2018, the Company issued 10,000 shares of Series A-1 Preferred Stock (Series A-1 Preferred) at a price of $0.75 per share for proceeds of $8. The Company also issued 10,000 shares of Series B-1 Preferred Stock (Series B-1 Preferred) at a price of $0.92 per share for proceeds of $9 on the same date. The Company has evaluated the tranched nature of the issuance of Series A Preferred and Series B Preferred as well as the rights, preferences, and privileges of such shares and has concluded that there were no freestanding derivative instruments or any embedded derivatives requiring bifurcation. rr On July 17, 2019, the Company authorized and issued 39,492,960 shares of Series C Preferred for net proceeds of $61,687. The Company has evaluated the rights, preferences and privileges of the Series C Preferred and has concluded that there were no freestanding derivative investments or any embedded derivatives requiring bifurcation. 9. Non-controlling Interest In 2018, the Company issued shares of preferred stock in its subsidiary, Frequency Japan, to a Japanese investor. The Company has consolidated Frequency Japan in the consolidated financial statements and has recorded the proceeds received for the sale of the preferred stock in Frequency Japan as a non-controlling interest in the temporary equity section of the consolidated balance sheets as of December 31, 2018. The liquidation preference of the shares of preferred stock equaled the purchase price of such shares. The Frequency Japan preferred stock held by such investor was convertible, at the option of the holder, into 673,605 shares of Company common stock, adjustable for certain dilutive events, upon an initial public offering of Company common stock, a Company liquidation or upon a 70% vote of the holders of the Preferred Stock. The preferred shares also had a liquidation preference equal to the amount paid for the shares. The Company had the option to acquire the preferred shares of Frequency Japan under certain circumstances and the holder of such preferred shares had the right to require the Company to purchase such shares under certain circumstances, primarily a merger or liquidation. In connection with this sale of the preferred stock in Frequency Japan, FT-FJ Investment, LLC (FT-FJ), a Delaware limited liability company controlled by the Company, purchased 10,000 shares of the Companys Series A-1 Preferred Stock and 10,000 shares of the Companys Series B-1 Preferred Stock. FT-FJ also granted to the Japanese investor an irrevocable proxy to vote the shares of Series A-1 and Series B-1 Preferred Stock held by FT-FJ. Each share of Series A-1 Preferred had 236 times the voting power of one share of common stock and each share of Series B-1 Preferred Stock has 217 times the voting power of one share of common stock. On August 20, 2019, the Company, Frequency Japan, the Japanese investor, and FT-FJ entered into an agreement pursuant to which, contingent upon the closing of an initial public offering of the Companys common stock: (i) the Japanese investor agreed to convert its shares of preferred stock held in Frequency Japan and to terminate its proxy over the shares of Series A-1 and B-1 Preferred Stock held by FT-FJ and (ii) FT-FJ agreed to forfeit its shares of Series A-1 and Series B-1 Preferred Stock. The shares were converted into common stock and the Series A-1 and B-1 preferred shares were forfeited in conjunction with the IPO. 10. Stockholders deficit Common stock The Company has authorized 100,000,000 shares of $0.001 par value common stock of which 30,844,507 were issued and outstanding as of December 31, 2019. Common shares are voting, and dividends may be paid when, as and if declared by the Board of Directors. On September 20, 2019, the Company effected a 1-for-6.7355 reverse stock split of its common stock. The par value of the common stock was not adjusted as a result of the reverse stock split and the authorized capital was amended to 100,000,000 shares of common stock and 148,724,922 shares of $0.001 par value preferred stock. The reverse stock split resulted in an adjustment to the Series A Preferred, Series B Preferred and Series C Preferred conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. F-19 The Company has reserved the following ff shares of common stock for future issuance as of December 31, 2019, 2018 and 2017: Series A Preferred conversion Conversion of Frequency Japan preferred stock Series B Preferred conversion Stock options outstanding Shares available for future grant under stock option plan 2019 December 31, 2018 9,283,425 673,605 6,214,387 2,089,334 5,968,672 2017 9,283,425 985,521 1,859,654 7,828,326 1,028,096 19,288,847 646,871 10,915,817 11. Stock-based compensation On November 13, 2014, the Company adopted the 2014 Stock Incentive Plan (2014 Plan). All of the Companys employees, officers, directors, and consultants are eligible to be granted options to purchase common shares and restricted stock under the terms of the 2014 Plan. The Company reserved an aggregate of 8,550,415 shares of common stock for issuance under the 2014 Plan. As of December 31, 2019, there were no shares of common stock available for future grants under the 2014 Plan. On September 17, 2019, the Companys board of directors and on September 19, 2019, its stockholders approved and adopted the 2019 Incentive Award Plan (the 2019 Plan) which became effective on the day prior to the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock and cash-based awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Companys subsidiaries. A total of 3,100,000 shares of common stock were approved to be initially reserved for issuance under the 2019 plan. The number of shares under the 2014 Plan subject to outstanding awards as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by the amount equal to 4% of the outstanding number of shares of the Companys common stock on December 31, of the preceding calendar year or such lesser amount as determined by the Companys board of directors. All stock option grants are non-statutory stock options except option grants to employees (including officers and directors) intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options may not be granted at less than the faff ir market value of the Companys common stock on the date of grant, as determined in good faith by the Board of Directors at its sole discretion. Nonqualified stock options may be granted at an exercise price established by the Board of Directors at its sole discretion (which has not been less than fair market value on the date of grant) and the vesting periods may vary. Vesting periods are generally four years and are determined by the Board of Directors. Stock options become exercisable as they vest. Options granted under the 2014 Plan and the 2019 Plan expire no more than ten years from the date of grant. F-20 Stock options A summary of the stock option activity under the 2014 Plan and the 2019 Plan are as follows: Number of shares 2019 Plan Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Number of shares 2014 Plan Weighted average remaining contractual term (in years) Weighted average exercise price Aggregate intrinsic value $ 1,247,338 14.09 985,520 $ 1,436,734 (126,253) (206,667) 2,089,334 3,015,381 (357,170) (26,211) 0.54 0.67 0.54 0.54 0.61 4.17 1.02 1.09 1,247,338 $ 14.09 9.76 $ 4,287 4,721,334 $ 2.85 8.89 $ 65,051 49,433 $ 14.01 9.75 $ 174 1,866,700 $ 2.07 8.71 $ 26,034 1,197,905 $ 4,113 2,854,634 $ 39,017 Outstanding as of December 31, 2017 Granted Exercised Forfeited Outstanding as of December 31, 2018 Granted Exercised Forfeited Outstanding as of December 31, 2019 Options exercisable as of December 31, 2019 Options unvested as of December 31, 2019 Stock option valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: Risk-free interest rate Expected term (in years) Expected volatility Expected dividend yield 2019 December 31, 2018 2.0% 5.9 79.4% 0.0% 2.8% 5.7 81.1% 0.0% 2017 2.1%-2.2% 6.0-7.0 79.0% 0.0% Risk-Fee Interest Rate: The Company based the risk-free interest rate over the expected term of the options based on the constant maturity of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Term: The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term. Expected Volatility: The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry the Company does not have sufficient trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility of its own stock price options becomes available. that were deemed to be representative of future stock price trends as d Expected Dividend Yield: The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Companys common stock for those stock options that had exercise prices lower than the fair value of the Companys common stock. During the years ended December 31, 2019 and 2018, 357,170 and 126,253 shares were exercised, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was $5,896 and $149 respectively. F-21 The weighted-average grant date fair value of options granted to employees during the years ended December 31, 2019, 2018 and 2017 was $4.05, $0.47 and $.041, respectively. The total grant date fair value of options vested during the years ended December 31, 2019 and 2018 was $2,990 and $244, respectively. Restricted common stock The Company issued common stock to founders, employees and advisors which was subject to vesting over four years. If any of these individuals ceased to be employed or to provide services to the Company prior to vesting, the Company had the right to repurchase any unvested Common Stock at the price paid by the holder. A summary of the status of restricted common stock as of December 31, 2019 and 2018 is presented below: Outstanding as of December 31, 2017 Granted Issued Repurchased Outstanding as of December 31, 2018 Granted Issued Repurchased Outstanding as of December 31, 2019 Vested during period Unvested as of December 31, 2019 Number of shares 1,658,459 7,423 (5,336) (3,201) 1,657,345 1,657,345 275,243 70,366 Weighted average fair value $ $ 0.27 1.75 0.07 0.07 0.28 0.28 0.26 0.36 The Company repurchased 3,201 shares of restricted stock forfeited by a former employee in 2018. The total value of restricted stock awards that vested during the years ended December 31, 2019 and 2018, based on estimated fair values of the stock underlying the restricted stock awards on the day of vesting was $73 and $81, respectively. Stock-based compensation Stock-based compensation expense of $3,609 and $455 for the years ended December 31, 2019 and 2018 respectively, is included in research and development and general and administrative expenses in the Companys consolidated statements of operations and comprehensive loss. As of December 31, 2019 and 2018, total unrecognized stock-based compensation expense relating to unvested stock options was $13,820 and $717, respectively. This amount is expected to be recognized over a weighted-average period of 2.76 years and 2.76 years, respectively. 12. Employee stock purchase plan On September 20, 2019, the Companys board of directors and stockholders approved and adopted the 2019 Employee stock Purchase Plan (the ESPP) which became effective on the date of the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. A total of 315,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the fiff rst day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Companys common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Companys board of directors. No shares were issued under the ESPP at December 31, 2019. F-22 13. Income taxes Since inception in 2014, the Company has generated cumulative federal and state net operating loss and research and development credit carryforwards for which we have not recorded any net tax benefit due to uncertainty around utilizing these tax attributes within the respective carryforward periods. As of December 31, 2019, the Company had federal net operating loss carryforwards of approximately $50,199 and Massachusetts state operating loss carryforwards of approximately $41,242 which may be available to offset future taxable income. The U.S. federal net operating loss carryforwards include $22,400 available to reduce future taxable income through 2037 and approximately $27,779 which do not expire and are available to reduce future taxable income indefinitely. The state net operating loss carryforwards are available to offset future taxable income through 2039. As of December 31, 2019, the Company also had federal and Massachusetts research and development tax credit carryforwards of $701 and $533, respectively, which are available to offset federal and state tax liabilities through 2039 and 2034, respectively. Realization of future tax benefits is dependent on many factors, including the Companys ability to generate taxablea rr income. In general, an ownership change, as defined by Section 382, income within the net operating loss carryforward period. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as provided under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, respectively, as well as similar state provisions. These ownership changes may limit the number of carryforwards that can be utilized annually to offset future taxablea results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has completed several financings and has conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception and has determined that an ownership change did occur in March 2017. Accordingly, utilization of $12,400 of the U.S. net operating loss carryforwards which were incurred prior to March 2017 (pre-ownership change) is limited under Section 382. After the Section 382 limitations, the Company may utilize approximately $10,800 of its pre-ownership change net operating loss carryforwards based upon an annual usage of approximately $1,600 for each of the next five years after the ownership change and approximately $180 for each of the 15 years thereafter. The remaining pre-ownership change net operating losses of approximately $1,600 were written off due to expiration under limitation. The limitation has been determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate. These carryforwards may be subject to further annual limitations under Section 382 in the event of future changes in ownership. Additionally, the Company has determined an ownership changed occurred in October of 2019 as a result of the IPO. Accordingly, utilization of approximately $46,123 of the U.S. net operating loss carryforwards incurred prior to October 2019 is also limited under Section 382. The Company has determined it will be able to utilize the entire $46,123 of its pre- ownership change net operating loss carryforwards based upon the limitations calculated from the October 2019 ownership change. These carryforwards may be subject to further annual limitations under Section 382 in the event of future changes in ownership. a ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2019 and 2018 because the Companys management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets primarily due to its cumulative loss position and, as a result, a valuation allowance of approximately $16,204 and $12,229 as of December 31, 2019 and 2018 has been established. rr The Company has no unrecognized tax benefits. The Company has not, as yet, conducted a study of its research and Such a study may result in an adjustment to the Companys research and development development credit carryforwards. credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Companys research and development credits and, if an adjustment were required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or consolidated statements of operations if an adjustment were required. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2019 and 2018. F-23 The Company files income tax returns in the U.S. and Massachusetts. The statute of limitations for assessment by the Internal Revenue Service and Massachusetts tax authorities remains open for all years since 2014. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state authorities to the extent utilized in a future period. No federal or state tax audits are currently in process. A reconciliation of the U.S. federal statutory income tax rate to the Companys effective income tax rate for the years ended December 31, 2019, 2018 and 2017 is as follows: U.S federal statutory income tax rate Impact of federal rate change Permanent differences State income taxes, net of federal benefit Research and development tax credits Other items Change in deferred tax asset valuation allowance Effective income tax rate 2019 21.0% (2.8) 4.0 1.8 (1.0) 2018 21.0% (0.4) 4.8 2.9 (2.0) (23.0) % (26.3) % 2017 34.0% (13.0) (5.0) 6.3 3.6 (25.9) % The Companys deferred tax assets at December 31, 2019 and 2018 consist of the following: NNet operating loss carryforwards Research and development tax credits Intangibles Stock compensation Accrued expenses Deferred revenue Other Fixed assets Total deferred tax asset Valuation allowance Net deferred tax assets 2019 2018 $ $ 13,253 $ 1,138 358 686 48 496 189 36 16,204 (16,204) $ 10,710 1,014 256 68 22 210 (51) 12,229 (12,229) On December 22, 2017, the Tax Cuts and Jobs Act was signed into United States law. The Tax Cuts and Jobs Act includes a number of changes to existing tax law, including, among other things, a permanent reduction in the federal corporate income tax rate from a top marginal tax rate of 35% to a flat rate of 21%, effecff a limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such net operating losses may be carried forward indefinitely). The federal tax rate change resulted in a reduction in the gross amount of our deferred tax assets and liabilities recorded as of December 31, 2017, and a corresponding reduction in our valuation allowance. As a result, no income tax expense or benefit was recognized as of the enactment date of the Tax Cuts and Jobs Act. tive as of January 1, 2018, as well as a 14. Research and license agreements Massachusetts Institute of Technology In December 2016, the Company entered into an exclusive patent license agreement (MIT License Agreement), with the Massachusetts Institute of Technology, (MIT), under which the Company received an exclusive, worldwide, royalty- bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products (Licensed Products) and to develop and perform processes (Licensed Processes) which incorporate the licensed technology for the treatment of disease, including but not limited to the prevention and remediation of hearing loss. The Company also has the right to grant sublicenses of its rights under the MIT License Agreement. The Company is required to use diligent efforts to develop and commercialize the Licensed Products or Processes, and to make such products or processes reasonably available to the public and to spend certain minimum amounts on research F-24 and development of Licensed Products and/or Processes each year until the fiff rst commercial sale of a Licensed Product and/or a first commercial performance of a Licensed Process. The Company is also subject to certain development obligations with regards to a first Licensed Product. The Company has satisfied certain obligations related to preclinical studies and the filing of an IND for a first Licensed Product with its development activities related to FX-322. The Companys future development obligations are: (i) to commence a Phase II clinical trial for such Product, (ii) to commence a Phase III clinical trial for such Product within five years of the IND filing for such product within two years of the IND filing for such product, (iii) to file a New Drug Application or equivalent with the FDA or comparable European regulatory agency for such Product within nine years of the IND filing for such product, and (iv) to make a first commercial sale of such Product within 11 years of the IND filing for such product. The Company also has certain development obligations for as second Licensed Product. In the event that the Company has failed to fulfill the development timeline obligation with respect to a second Licensed Product and fail to cure such breach within ninety (90) days of written notice by MIT, MIT may restrict the licensed field to the prevention and remediation of hearing loss in humans and animals. The Company does not have the right to control prosecution of the in-licensed patent applications, and its rights to enforce the in-licensed patents are subject to certain limitations. Upon entering into the MIT License Agreement, the Company paid a $50 license fee payment and issued to MIT shares of our common stock equal to 5% of total then-outstanding capital stock. The Company is required to pay certain annual license maintenance fees which may be credited to running royalties during the same calendar year, if any, and to make potential milestone payments up to $2,900 on each Licensed Product or Licensed Process. In addition, The Company is required to pay a low single-digit royalty on Licensed Products and Licensed Processes and a low-twenties royalty on sublicense revenues. In the year ended December 31, 2019 the Company paid MIT a royalty of $16,000 related to the upfront payment received from Astellas, see Note 15. The MIT License Agreement will remain effect until the expiration or abandonment of all issued patents and filed patent applications licensed thereunder remain in effect, unless terminated earlier. The Company has the right to terminate for any reason upon a 3-month prior written notice. MIT shall have the right to terminate if the Company ceases to carry on any business related to the MIT License Agreement. MIT may terminate the MIT License Agreement for the Companys material breach uncured within ninety (90) days (or thirty (30) days in the case of nonpayment). MIT may also terminate the MIT License Agreement if the Company or our affilff iates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or non-infringed (a patent challenge), or if our sublicensee commences such actions and the Company does not terminate such sublicense within thirty (30) days after MITs demand. MIT has the right to increase all payments due, instead of terminating the MIT License Agreement in the case of a patent challenge. In May 2019, the Company entered into an amendment with MIT, updating the diligence milestones for a second Licensed Product. California Institute for Biomedical Research In September 2018, the Company entered into a license agreement, (CALIBR License Agreement), with the California Institute for Biomedical Research, (CALIBR), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products (CALIBR Licensed Products) which incorporate the licensed technology for the treatment of multiple sclerosis. The Company also have the right to grant sublicenses of our rights under the CALIBR License Agreement. CALIBR reserves the right to use for itself and the right to grant non-exclusive licenses to other nonprofit or academic institutions, for any internal research and educational purposes. The Company is required to use commercially reasonable efforts to develop, manufacture, and sell at least one Licensed Product and does not have the right to control prosecution of the in-licensed patent applications, and to enforce the in-licensed patents are subject to certain limitations. The Company is also subject to certain milestone timeline obligations to: (i) submit an IND (or equivalent) for a CALIBR Licensed Product by the 30th month after the effective date of the CALIBR License Agreement, (ii) initiate a Phase II clinical trial (or equivalent) for a CALIBR Licensed Product by the fourth anniversary of the effective date of the CALIBR License Agreement, and (iii) initiate a Phase III clinical trial (or equivalent) for a CALIBR Licensed Product by the sixth anniversary of the effective date of the CALIBR License Agreement. F-25 Upon entering into the CALIBR License Agreement, the Company made a $1,000 license fee payment and are required to make milestone payments up to $26,000 for each Category of CALIBR Licensed Products (Category 1 means any CALIBR Licensed Products containing a compound that modulates any muscarinic receptor and Category 2 means any CALIBR Licensed Products not included in Category 1 that could differentiate oligodendrocyte precursors) . The Company is also required to pay a middle single-digit royalty on CALIBR Licensed Products and a royalty on sublicense revenues ranging from low-teen percentage to 50%. The CALIBR License Agreement shall continue in effect until expiration of all Company obligations to pay royalties. Royalties shall be payable on a country-by-country and CALIBR Licensed Product-by-CALIBR Licensed Product basis upon the later of (1) the expiration or abandonment of all valid claims of the licensed patent rights in such country and (2) ten years from the first commercial sale of each CALIBR Licensed Product. The Company may terminate the CALIBR License Agreement at will upon a 30-day prior written notice. The Company may also elect to terminate its license to one or more licensed patents in any or all jurisdictions by giving ninety (90) days prior written notice to CALIBR. CALIBR may terminate the CALIBR License Agreement for material breach uncured within thirty (30) days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if the Company fails to use diligent efforts to develop and commercially exploit CALIBR Licensed Products. Massachusetts Eye and Ear Infirmary In February 2019, the Company entered into an Non-Exclusive Patent License Agreement (MEEI License Agreement) with the Massachusetts Eye and Ear Infirmary (MEEI) under which it received a non-exclusive, non-sublicensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products and to develop and perform processes which incorporate the licensed technology for the treatment or prevention of hearing loss. The Company is required to use diligent efforts to develop and commercialize the licensed products and MEEI has control over the filing, prosecution, enforcement and defense of any licensed patent rights. The Company is also subject to milestone timeline obligations to dose a first patient in a Phase II trial by December 31, 2020 and to dose a first patient in a Phase III trial by December 31, 2024. Upon entering into the MEEI License Agreement, the Company made a $20 license fee payment and is required to pay certain annual license maintenance fees until the first commercial sale and a minimum annual royalty payment after the first commercial sale. The Company is also required to make milestone payments up to $350 on each product or process which incorporates the licensed patent rights and pay a low single-digit royalty on products and processes that incorporate the licensed patent rights. The MEEI License Agreement shall remain in effect until all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned, unless terminated earlier. The Company has the right to terminate the MEEI License Agreement at will by giving thirty (30) business days advance written notice to MEEI. MEEI has the right to terminate the MEEI License Agreement if the Company fails to make any payment due within thirty (30) business days after MEEI notifies the Company of such failure. MEEI shall have the right to terminate if the Company fails to maintain the required insurance. MEEI shall also have the right to terminate the MEEI License Agreement upon forty-five (45) business days written notice if the Company becomes insolvent. MEEI has the right to terminate for any other default not cured within sixty (60) business days written notice. MEEI also has the right to terminate if the Company or its affiliates challenge the validity of the licensed patent rights. Cambridge Enterprise Limited In December 2019, we entered into an Exclusive Patent License Agreement ( the Cambridge License) with Cambridge Enterprise Limited (the technology transfer arm of the University of Cambridge) (Cambridge) under which we received an executive worldwide royalty-bearing license to certain patent rights to make, have made, sell, offer to sell and import products, or the (the Cambridge License Product) which incorporate licensed technology for the treatment of demyelinating diseases. We also have the right to grant nonexclusive licenses to other academic institutions for any academic publication, research and teaching and clinical patient care. F-26 We have agreed to use diligent and good faith efforts to develop and commercially exploit at least one Cambridge Licensed Product. Upon entering into the Cambridge License, we made a $50 license fee payment. We are obligated to pay an annual license fee of $50. We are also obligated to make milestone payments up to $10.5 million on each Cambridge License Product. In addition, we have agreed to pay a low single-digit royalty on products that incorporate the licensed patent rights, subject to offset in certain circumstances. The Cambridge License continues in effect on a country-by-country basis until the expiration or revocation, without right of further appeal, of all licensed issued patents and filed patent applications, unless terminated earlier. We have the right to terminate for any reason upon 90 days prior to written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if we fail to diligently develop and commercially exploit at least one Cambridge Licensed Product or we or our affiliates or sub-licenses commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed. Department of Defense In June 2018, the Company received a grant (the Grant) from the Department of Defense (DoD) under which the Company is receiving funding to further the Companys research and development of a therapeutic The Company is receiving funding of $1,596 over two years from the date of the Grant. The Company has determined that the DoD is not considered a customer under ASC Topic 606, therefore funding received from the DoD under the Grant is recorded as a reduction of research and development expenses. The Company has recorded $845 and $428 as a reduction in research and development expenses for the years ended December 31, 2019 and 2018, respectively. drug to treat hearing loss. a 15. Collaboration agreement In July 2019, the Company entered into a License and Collaboration Agreement with Astellas (the Astellas Agreement), under which the Company granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, (the Astellas Licensed Products), including the product candidate FX-322, outside of the United States. The Company also granted Astellas a right of first negotiation and a right of last refusal if it entered into any negotiation or agreement of any kind (other than an acquisition of all of the stock or assets of the Company) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas Licensed Products in the United States. The Company has agreed to conduct Phase 2a clinical studies in the United States. Upon the completion thereof, the Company and Astellas have agreed to jointly develop the Astellas Licensed Products, including carrying out joint studies. Each party has agreed to use commercially reasonable efforts to carry out development activities assigned to it under an agreed-upon development plan. Astellas has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in sensorineural hearing loss and in age-related hearing loss, in each case, in one major Asian country and one major European country. The Company has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in the United States. Astellas has the sole right to commercialize the Astellas Licensed Products outside of the United States, and the Company has the sole right to commercialize the Astellas Licensed Products in the United States. Astellas has agreed to use commercially reasonable efforts to commercialize Astellas Licensed Products in a major Asian country and a major European country following receipt of regulatory approval in such countries. The collaboration is governed by a joint steering committee (JSC) established under the Astellas Agreement and shall be comprised of three representatives each from the Company and Astellas. The JSC shall oversee and coordinate the overall conduct of the development, manufacture and commercialization of the Astellas Licensed Products. All decisions of JSC shall be taken through a unanimous vote with each partys representatives collectively having one vote. Both the parties shall be responsible for carrying out the development and manufacturing activities in their defined territory in accordance with the plan as reviewed and approved in the JSC. F-27 As consideration for the licensed rights under the Astellas Agreement, Astellas paid the Company an upfront payment of $80.0 million in July 2019 and has agreed to pay potential development milestone payments up to $230.0 million and commercialization milestones of up to $315.0 million. Specifically, the Company would receive development milestone payments of $65.0. million and $25.0 million upon the first dosing of a patient in a Phase 2b clinical trial for SNHL in Europe and Asia, respectively and $100.0 million and $40.0 million upon the first dosing of a patient in a Phase 3 clinical trial for SNHL in Europe and Asia, respectively. If the Astellas Licensed Products are successfully commercialized, the Company would be eligible for up to $315.0 million in potential commercial milestone payments and also tiered royalties at rates ranging from low- to mid-teen percentages. The parties shall share equally, on a 50/50 basis, all out-of-pocket costs and joint study costs for all the joint activities conducted pursuant to the development plans or the joint manufacturing plan. The Astellas Agreement remains in effect until the expiration of all royalty obligations. Royalties are paid on a licensed product-by-licensed product and country-by-country basis until the latest of (i) the expiration of the last valid claim in the licensed patent rights with respect to such Astellas Licensed Product in such country or (ii) a set number of years from the first commercial sale of such Astellas Licensed Product in such country. Astellas may terminate the Astellas Agreement at will upon 60 days written notice. Each party has the right to terminate the Astellas Agreement due to the other partys material breach if such breach remains uncured for 90 days (or 45 days in the case of nonpayment) or if the other party becomes bankrupt. The Astellas Agreement is a collaborative agreement that is within the scope of ASC 808. The Company analyzed the joint research and development activities to assess whether they fall within the scope of ASC 808, and will reassess this throughout the life of the arrangement based on changes in the roles and responsibilities of the parties. Based on the terms of the arrangement as outlined above, both parties are deemed to be active participants in the collaboration. Both parties are performing research and development activities in their defined territory and will be performing joint clinical studies in accordance with the development plan and the study protocol approved by the JSC. Additionally, Astellas and the Company are exposed to significant risks and rewards dependent on the commercial success of any product candidates that may result from the collaboration. As such, the collaboration arrangement is deemed to be within the scope of ASC 808. The arrangement consists of two components; the license of IP and the research and development activities, including committee participation, to support the co-development and research plan. Under the provisions of ASC 808, the Company has determined that it will apply the guidance in ASC 606 to recognize the revenue related to the license since that component of the arrangement is more reflective of a vendor-customer relationship. The Company determined that the license and the related research and development services associated with the Phase 2a clinical study were not distinct from one another, as the license has limited value to Astellas without the performance of the research and development activities and the Phase 2a study is essential to the use of the license. As such, the Company determined that these activities should be accounted for as a single combined performance obligation. Revenue associated with this single performance obligation is being recognized as the research and development work is performed, using an input method on the basis of research and development costs incurred to date relative to total research and development costs expected to be incurred. The transfer of control occurs over this time period and, in managements judgment, is the best measure of progress towards satisfying the performance obligation. The Company has determined that the period of performance of the research and development services began upon the signing of the Astellas Agreement and will continue until the completion of the Phase 2a clinical trial of FX-322. The transaction price of $80.0 million has been allocated to the single combined performance obligation and will be recognized over such period. Management has analyzed the progress of the Phase 2a clinical trial and has estimated the completion date of such trial and the total costs it expects to incur in performing the trial and is recognizing the $80.0 million upfront fee as revenue over the period from July 2019 until the estimated completion date using the input method. The Company regularly assesses its estimates and to the extent that facts and circumstances dictate, the Company revises its estimates of total cost or completion date and accounts for such change on a prospective basis. The estimated completion date of the Phase 2a clinical trial as of December 31, 2019 has changed from the date used for accounting purposes as of September 30, 2019. The Company was required to pay MIT a royalty of $16.0 million on the $80.0 million of sublicense revenues. The $16.0 million royalty was expensed in the third quarter of 2019. The $80.0 million upfront payment received from Astellas in July 2019 was initially recorded as deferred revenue and is being recognized as revenue according to the policy described above. In the year ended December 31, 2019, the Company recorded $28.9 million of revenue under the Astellas Agreement which included $16.0 million related to the royalty payment to MI0T and $12.9 million based upon the application of the input method to the remaining $64.0 million to be recognized over the estimated period to completion of the Phase 2a clinical trial for FX-322. F-28 The potential development and regulatory milestone payments are fully constrained until the Company can conclude that achievement of the milestone is probable and that it is probable that recognition of revenue related to the milestone will not result in a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is ultimately resolved and as such these have been excluded from the transaction price. As part of its evaluation of the constraint, the Company considers numerous factors, including the fact that achievement of the milestones is outside the control of the Company and contingent upon the future success of clinical trials, the licensees efforts, and the receipt of regulatory approval. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Astellas and therefore are recognized at the later of when the performance obligation is satisfied, or the related sales of licensed products occur. The Company re-evaluates the transaction price, including its estimated variable consideration included in the transaction price and all constrained amounts, at each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The Astellas Agreement contains joint research and development activities that are not within the scope of ASC 606. The Company will recognize research and development expense related to the joint study costs for all the joint activities in future periods and reimbursements received from Astellas will be recognized as an offset to research and development expense on the consolidated statement of operations during the development period. In the year ended December 31, 2019, the Company received $186 from Astellas for joint costs. 16. Commitments and contingencies Operating leases In 2016, the Company and a related third party (see Note 18) entered into a five-year operating lease for the Companys primary office and laboratory space in Woburn, Massachusetts. In February 2020, the Company entered into a new lease for its office and laboratory space with the same landlord in Woburn, Massachusetts. The new lease includes additional office space and is for a five-year period. The Company intends to sublease this facility at the time it moves into its new facility discussed below. The Company also leases a laboratory facility in Connecticut under an operating lease which expires in 2019. Rent expense was $269 and $271 for the years ended December 31, 2019 and 2018, respectively. On January 7, 2020 the Company entered into an indenture of lease (the Lexington Lease) with HCP/KING 75Hayden LLC,(the Landlord), for the lease of approximately 61,307 square feet of rentable area in Lexington, Massachusetts or (the Lexington Premises). The commencement date of the Lexington Lease is expected to be on or about December 1, 2020, (the Commencement Date). The Company expects to use the Lexington Premises as its new principal executive offices and as a laboratory for research and development, and other related uses. The term of the Lexington Lease, (the Initial Term), is ten years from the rent commencement date (which is five months following the Commitment Date) and the Initial Term is expected to end on April 30, 2031 (assuming a December 1, 2020 Commencement Date). We also have the option to extend the Initial Term for two additional terms of five years each. The minimum aggregate future operating lease commitments for the leases noted above are as follows: 2020 2021 2022 2023 2024 thereafter Total Minimum lease commitments 504 $ 3,613 4,741 4,883 5,034 35,596 54,371 $ F-29 Contract commitments The Company has contracted with a research institution to provide research for a therapeutic drug to treat multiple sclerosis. As of December 31, 2019, the Company has committed to total payments of $705 over twelve months beginning in October 2019. We also enter into contracts in the normal course of business with CROs, CMOs, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancelable by us upon prior written notice although, purchase orders for clinical materials are generally non-cancelable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation or upon the completion of a manufacturing run. Guarantees The Company has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees. As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences The maximum potential amount of while the officer or director is, or was, serving at the Companys request in such capacity. future payments the Company could be required to make is unlimited; however, the Company has directors and officers insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid. a The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effecff period equal to the applicable such indemnification provisions is uncertain. statute of limitations. The aggregate maximum potential future liability of the Company under t frff om the date of execution of the applicable agreement for a a The Company leases office space under a five-year noncancelable operating lease. The Company has standard indemnification arrangements under this lease that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation, or nonperformance of any covenant or condition of the lease. As of December 31, 2019, 2018 and 2017, the Company had not experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established. 17. Employee benefit plan Employees of the Company are eligible to participate in the Companys 401(k) retirement plan (the 401(k) Plan). Participants may contribute up to 90% of their annual compensation to the 401(k) Plan, subject to statutory limitations. The 401(k) Plan has a Safe Harbor Match of 100% of the first 5% and vests 100% at time of match. 18. Related party transactions The Companys lease for its Woburn, Massachusetts facility, see Note 16, is with an entity affiliated with one of the Companys directors and shareholders. 19. Subsequent events The Company has evaluated subsequent events for recognition, remeasurement and disclosure purposes through March 26, 2020, the date which the consolidated financial statements were available to be issued. The identified subsequent event is as follows; On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in F-30 which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, it is reasonably possible that estimates made in the consolidated financial statements, including the estimated time and costs necessary to complete our performance obligations under the Astellas Agreement, will be materially and adversely impacted in the near term as a result of these conditions. 20. Selected Quarterly Data (Unaudited) The following table contains quarterly financial information for 2019 and 2018. The Company believes that the following information reflects all normal recurring adjustments necessary for the fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Total revenue Total expenses NNet loss Cumulative series C convertible preferred stock dividends NNet loss attributable to common stockholders NNet loss per share attributable to common shareholders - 2019 March 31, June 30, (in thousands, except per share amounts) September 30, December 31, Total $ $ $ 5,826 (5,826) (5,826) 6,852 (6,852) (6,852) 24,238 $ 24,813 (575) 4,709 $ 28,947 47,693 10,202 (18,746) (5,493) (1,014) (1,589) (40) (5,533) (1,054) (19,800) basic and diluted $ (3.24) $ (3.42) $ (0.73) $ (0.19) $ (2.29) Total revenue Total expenses NNet loss Cumulative series C convertible preferred stock dividends NNet loss attributable to common stockholders NNet loss per share attributable to common shareholders - 2018 March 31, June 30, (in thousands, except per share amounts) September 30, December 31, $ $ $ $ $ 4,149 (4,149) (4,149) 4,436 (4,436) (4,436) 5,136 (5,136) (5,136) Total 19,168 (19,168) 5,447 (5,447) (5,447) (19,168) basic and diluted $ (3.03) $ (3.01) $ (3.26) $ (3.23) $ (12.53) F-31 Corporate Headquarters: Market Information: 19 Presidential Way, Woburn, MA 01801 Frequency is traded on the NASDAQ Global Select (866) 389-1970 Transfer Agent: Computershare P.O. Box 505000 Louisville, KY 40233-5000 Market under the ticker symbol FREQ. SEC Form 10-K: (cid:218)(cid:248)(cid:228)(cid:245)(cid:247)(cid:232)(cid:245)(cid:239)(cid:252)(cid:3)(cid:228)(cid:241)(cid:231)(cid:3)(cid:228)(cid:241)(cid:241)(cid:248)(cid:228)(cid:239)(cid:3)(cid:245)(cid:232)(cid:243)(cid:242)(cid:245)(cid:247)(cid:246)(cid:6)(cid:3)(cid:228)(cid:246)(cid:3)(cid:250)(cid:232)(cid:239)(cid:239)(cid:3)(cid:228)(cid:246)(cid:3)(cid:242)(cid:247)(cid:235)(cid:232)(cid:245)(cid:3)(cid:220)(cid:206)(cid:204)(cid:3)(cid:292)(cid:239)(cid:236)(cid:241)(cid:234)(cid:246)(cid:6)(cid:3) can be accessed in the Financial Information section of (cid:242)(cid:248)(cid:245)(cid:3)(cid:210)(cid:241)(cid:249)(cid:232)(cid:246)(cid:247)(cid:242)(cid:245)(cid:246)(cid:3)(cid:159)(cid:3)(cid:214)(cid:232)(cid:231)(cid:236)(cid:228)(cid:3)(cid:250)(cid:232)(cid:229)(cid:243)(cid:228)(cid:234)(cid:232)(cid:3)(cid:242)(cid:245)(cid:3)(cid:231)(cid:236)(cid:245)(cid:232)(cid:230)(cid:247)(cid:239)(cid:252)(cid:3)(cid:233)(cid:245)(cid:242)(cid:240)(cid:3)(cid:247)(cid:235)(cid:232)(cid:3)(cid:220)(cid:206)(cid:204)(cid:3) 800-736-3001 (US, Canada, Puerto Rico) (cid:228)(cid:247)(cid:3)(cid:250)(cid:250)(cid:250)(cid:4)(cid:246)(cid:232)(cid:230)(cid:4)(cid:234)(cid:242)(cid:249)(cid:4) 781-575-3100 (non-US) Legal Counsel: Latham & Watkins LLP News and Information: All company news releases can be found at https://investors.frequencytx.com/news-releases. 200 Clarendon Street, 27th Floor Additional investor information can be found at Boston, MA 02116 617-948-6000 Independent Auditors: RSM US LLP 80 City Square Boston, MA 02129 617-912-9000 https://investors.frequencytx.com. 2019 ANNUAL REPORT | 6 1 | 2019 ANNUAL REPORT