goss-10q_20200630.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

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: 001-38796

 

GOSSAMER BIO, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

47-5461709

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

3013 Science Park Road

San Diego, California

 

92121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 684-1300

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

GOSS

 

Nasdaq Global Select Market

 

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

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

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

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 

 

As of August 6, 2020, the registrant had 75,828,140 shares of common stock ($0.0001 par value) outstanding.

 

 

 

 


TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

Item 1

 

Condensed Consolidated Financial Statements (unaudited)

3

 

 

Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019

3

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2020 and 2019

4

 

 

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the Six Months ended June 30, 2020 and 2019

5

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2020 and 2019

6

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4

 

Controls and Procedures

30

 

PART II. OTHER INFORMATION

 

Item 1

 

Legal Proceedings

31

Item 1A

 

Risk Factors

31

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 3

 

Defaults Upon Senior Securities

32

Item 4

 

Mine Safety Disclosures

32

Item 5

 

Other Information

32

Item 6

 

Exhibits

32

 

 

Exhibit Index

33

 

 

Signatures

34


2


PART I. FINANCIAL INFORMATION

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

GOSSAMER BIO, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and par value amounts)

 

 

 

June 30, 2020

 

 

December 31, 2019

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

486,062

 

 

$

135,089

 

Marketable securities

 

 

114,302

 

 

 

266,740

 

Prepaid expenses and other current assets

 

 

8,036

 

 

 

7,488

 

Total current assets

 

 

608,400

 

 

 

409,317

 

Property and equipment, net

 

 

5,757

 

 

 

5,425

 

Operating lease right-of-use assets

 

 

10,292

 

 

 

10,303

 

Other assets

 

 

627

 

 

 

1,559

 

Total assets

 

$

625,076

 

 

$

426,604

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY

   (DEFICIT)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

222

 

 

$

956

 

Accrued research and development expenses

 

 

13,155

 

 

 

19,258

 

Accrued expenses and other current liabilities

 

 

14,167

 

 

 

16,709

 

Total current liabilities

 

 

27,544

 

 

 

36,923

 

Long-term convertible senior notes

 

 

140,715

 

 

 

 

Long-term debt

 

 

28,637

 

 

 

28,459

 

Operating lease liabilities - long-term

 

 

7,856

 

 

 

8,737

 

Total liabilities

 

 

204,752

 

 

 

74,119

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock, $0.0001 par value; 700,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 75,811,862 shares issued and

71,972,610 shares outstanding as of June 30, 2020, and 66,284,003 shares issued and 61,635,477 shares outstanding as of December 31, 2019

 

 

8

 

 

 

7

 

Additional paid-in capital

 

 

874,863

 

 

 

686,390

 

Accumulated deficit

 

 

(455,114

)

 

 

(334,170

)

Accumulated other comprehensive income

 

 

567

 

 

 

258

 

Total stockholders' equity

 

 

420,324

 

 

 

352,485

 

Total liabilities and stockholders' equity

 

$

625,076

 

 

$

426,604

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


GOSSAMER BIO, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

38,684

 

 

$

35,676

 

 

$

80,098

 

 

$

60,659

 

In process research and development

 

 

15,000

 

 

 

1,000

 

 

 

17,805

 

 

 

2,000

 

General and administrative

 

 

11,655

 

 

 

9,673

 

 

 

22,403

 

 

 

17,707

 

Total operating expenses

 

 

65,339

 

 

 

46,349

 

 

 

120,306

 

 

 

80,366

 

Loss from operations

 

 

(65,339

)

 

 

(46,349

)

 

 

(120,306

)

 

 

(80,366

)

Other income (expense), net

 

 

(1,531

)

 

 

1,851

 

 

 

(638

)

 

 

3,257

 

Net loss

 

$

(66,870

)

 

$

(44,498

)

 

$

(120,944

)

 

$

(77,109

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation, net of tax

 

 

78

 

 

 

 

 

 

(9

)

 

 

 

Unrealized gain on marketable securities, net of tax

 

 

994

 

 

 

417

 

 

 

318

 

 

 

557

 

Other comprehensive income

 

 

1,072

 

 

 

417

 

 

 

309

 

 

 

557

 

Comprehensive loss

 

 

(65,798

)

 

 

(44,081

)

 

 

(120,635

)

 

 

(76,552

)

Net loss per share, basic and diluted

 

$

(1.00

)

 

$

(0.74

)

 

$

(1.88

)

 

$

(1.59

)

Weighted average common shares outstanding, basic and diluted

 

 

66,599,915

 

 

 

60,265,046

 

 

 

64,245,119

 

 

 

48,357,294

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


GOSSAMER BIO, INC.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)

 

 

Series Seed

 

Series A

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

convertible

preferred stock

 

convertible

preferred stock

 

convertible

preferred stock

 

 

 

Common stock

 

Additional

paid-in

 

Accumulated

 

other

comprehensive

 

Total

stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

Shares

 

Amount

 

capital

 

deficit

 

income (loss)

 

equity

 

Balance as of

   December 31, 2019

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

61,635,477

 

$

7

 

$

686,390

 

$

(334,170

)

$

258

 

$

352,485

 

Vesting of restricted

   stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404,637

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

4,309

 

 

 

 

15

 

 

 

 

 

 

15

 

Stock-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,244

 

 

 

 

 

 

8,244

 

Issuance of common

   stock pursuant to

   Employee Stock

   Purchase Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49,889

 

 

 

 

556

 

 

 

 

 

 

556

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(54,074

)

 

 

 

(54,074

)

Other comprehensive

   loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(763

)

 

(763

)

Balance as of

   March 31, 2020

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

62,094,312

 

$

7

 

$

695,205

 

$

(388,244

)

$

(505

)

$

306,463

 

Issuance of common

   stock in connection

   with public offering,

   net of underwriting

   discounts,

   commissions,

   and offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,433,963

 

 

1

 

 

117,093

 

 

 

 

 

 

117,094

 

Equity component of convertible note

   issuance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53,635

 

 

 

 

 

 

53,635

 

Debt issuance costs attributable to

   convertible feature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(109

)

 

 

 

 

 

(109

)

Vesting of restricted

   stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404,637

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,698

 

 

 

 

139

 

 

 

 

 

 

139

 

Stock-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,900

 

 

 

 

 

 

8,900

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(66,870

)

 

 

 

(66,870

)

Other comprehensive

   income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,072

 

 

1,072

 

Balance as of

   June 30, 2020

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

71,972,610

 

$

8

 

$

874,863

 

$

(455,114

)

$

567

 

$

420,324

 

 

 

Series Seed

 

Series A

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

convertible

preferred stock

 

convertible

preferred stock

 

convertible

preferred stock

 

 

 

Common stock

 

Additional

paid-in

 

Accumulated

 

other

comprehensive

 

Total

stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

Shares

 

Amount

 

capital

 

deficit

 

income (loss)

 

equity

 

Balance as of

   December 31, 2018

 

20,000,000

 

$

29,200

 

 

45,714,286

 

$

79,615

 

 

71,506,513

 

$

229,552

 

 

 

 

8,051,418

 

$

2

 

$

33,853

 

$

(153,863

)

$

(61

)

$

(120,069

)

Issuance of common

   stock in connection

   with a public offering,

   net of underwriting

   discounts,

   commissions,

   and offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,837,500

 

 

2

 

 

291,342

 

 

 

 

 

 

291,344

 

Conversion of

   convertible preferred

   stock into common

   stock

 

(20,000,000

)

 

(29,200

)

 

(45,714,286

)

 

(79,615

)

 

(71,506,513

)

 

(229,552

)

 

 

 

30,493,460

 

 

3

 

 

338,364

 

 

 

 

 

 

338,367

 

Vesting of restricted

   stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,619,592

 

 

 

 

 

 

 

 

 

 

 

Stock-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,500

 

 

 

 

3,089

 

 

 

 

 

 

3,089

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,611

)

 

 

 

(32,611

)

Other comprehensive

   income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

140

 

 

140

 

Balance as of

   March 31, 2019

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

60,029,470

 

$

7

 

$

666,648

 

$

(186,474

)

$

79

 

$

480,260

 

Vesting of restricted

   stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404,637

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,273

 

 

 

 

86

 

 

 

 

 

 

86

 

Stock-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,140

 

 

 

 

 

 

5,140

 

Other additional paid-in

   capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39

 

 

 

 

 

 

39

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(44,498

)

 

 

 

(44,498

)

Other comprehensive

   income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

417

 

 

417

 

Balance as of

   June 30, 2019

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

60,467,380

 

$

7

 

$

671,913

 

$

(230,972

)

$

496

 

$

441,444

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


nGOSSAMER BIO, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

 

Six months ended June 30,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(120,944

)

 

$

(77,109

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

679

 

 

 

374

 

Stock-based compensation expense

 

 

17,144

 

 

 

8,229

 

In process research and development expenses

 

 

17,805

 

 

 

2,000

 

Amortization of operating lease right-of-use assets

 

 

1,203

 

 

 

1,080

 

Amortization of debt discount and issuance costs

 

 

823

 

 

 

59

 

Amortization of premium on investments, net of accretion of discounts

 

 

(33

)

 

 

(1,464

)

Net realized gain on investments

 

 

(253

)

 

 

(1

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

(548

)

 

 

(4,243

)

Other assets

 

 

932

 

 

 

2,906

 

Operating lease liabilities

 

 

(715

)

 

 

(1,032

)

Accounts payable

 

 

(727

)

 

 

823

 

Accrued expenses

 

 

(982

)

 

 

(1,018

)

Accrued research and development expenses

 

 

(6,103

)

 

 

4,624

 

Accrued compensation and benefits

 

 

(2,975

)

 

 

188

 

Net cash used in operating activities

 

 

(94,694

)

 

 

(64,584

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

Research and development asset acquisitions, net of cash acquired

 

 

(17,805

)

 

 

(2,000

)

Purchase of marketable securities

 

 

(73,777

)

 

 

(287,038

)

Maturities of marketable securities

 

 

143,304

 

 

 

74,897

 

Sales of marketable securities

 

 

83,515

 

 

 

3,842

 

Purchase of property and equipment

 

 

(954

)

 

 

(1,727

)

Net cash provided by (used in) investing activities

 

 

134,283

 

 

 

(212,026

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock in a public offering, net

 

 

117,094

 

 

 

291,311

 

Proceeds from issuance of convertible debt, net

 

 

193,596

 

 

 

 

Proceeds from the issuance of long-term debt, net of issuance costs of $1,778

 

 

 

 

 

28,222

 

Purchase of shares pursuant to Employee Stock Purchase Plan

 

 

556

 

 

 

 

Proceeds from the exercise of stock options

 

 

154

 

 

 

158

 

Net cash provided by financing activities

 

 

311,400

 

 

 

319,691

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(16

)

 

 

 

Net increase in cash and cash equivalents

 

 

350,989

 

 

 

43,081

 

Cash and cash equivalents, at the beginning of the period

 

 

135,089

 

 

 

105,419

 

Cash and cash equivalents, at the end of the period

 

$

486,062

 

 

$

148,500

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

1,243

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease liabilities

 

$

1,192

 

 

$

12,458

 

Change in unrealized gain on marketable securities, net of tax

 

$

318

 

 

$

565

 

Unpaid property and equipment

 

$

57

 

 

$

268

 

Conversion of convertible preferred stock to common stock

 

$

 

 

$

338,367

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


GOSSAMER BIO, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of the Business

Gossamer Bio, Inc. (including its subsidiaries, referred to as “we,” “us,” “our,”, or the “Company”) is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeutics in the disease areas of immunology, inflammation and oncology. The Company was incorporated in the state of Delaware on October 25, 2015 (originally as FSG Bio, Inc.) and is based in San Diego, California.

The condensed consolidated financial statements include the accounts of Gossamer Bio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

Initial Public Offering in February 2019

On February 12, 2019, the Company completed its initial public offering (“IPO”) with the sale of 19,837,500 shares of common stock, including shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $16.00 per share, resulting in net proceeds of $291.3 million, after deducting underwriting discounts, commissions, and offering expenses.

In addition, in connection with the completion of the IPO, all of the Company’s outstanding shares of convertible preferred stock were automatically converted into 30,493,460 shares of common stock.

Liquidity and Capital Resources

The Company has incurred significant operating losses since its inception. As of June 30, 2020, the Company had an accumulated deficit of $455.1 million. From the Company’s inception through June 30, 2020, the Company has funded its operations primarily through equity and debt financings, including the Company’s IPO which closed on February 12, 2019. The Company raised $942.0 million from October 2017 through June 30, 2020 through Series A and Series B convertible preferred stock financings, a convertible note financing, its IPO, its Credit Facility (as defined in Note 5 below), and concurrent underwritten public offerings of its 5.00% convertible senior notes due 2027 (the “2027 Notes”) and common stock in May 2020. See Note 5 for additional information regarding the Credit Facility and the 2027 Notes. In addition, the Company received $12.8 million in cash in connection with the January 2018 acquisition of AA Biopharma Inc.

The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will need to raise capital through equity offerings, debt financings and other capital sources, including potential collaborations, licenses and other similar arrangements. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

COVID-19

The COVID-19 outbreak has caused significant business disruption around the globe. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s clinical trials, employees and vendors. At this point, the degree to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain.  A prolonged outbreak could have a material and adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its product candidates and raise additional capital. For example, the Company commenced enrolling patients for a Phase 1b clinical trial in PAH in the first quarter of 2020, and because the Company temporarily paused enrollment as a result of the ongoing COVID-19 viral pandemic, the Company now expects to report topline results from this trial in the second half of 2020. In addition, due to the challenges of enrolling patients posed by the COVID-19 pandemic, the Company may experience delays in the commencement of and enrollment of patients in its planned Phase 2 clinical trial of GB002 in pulmonary arterial hypertension and planned Phase 2 clinical trial of GB004 in ulcerative colitis, as well as delays in reporting data results from its ongoing trials.

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2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2019, has been derived from the audited financial statements at that date.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to the allocation of the 2027 Notes into liability and equity components, accrued research and development expenses, the valuation of preferred and common stock, the valuation of stock options and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Convertible Senior Notes

In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component is not remeasured as long as it continues to meet the condition for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 2027 Notes.

The Company allocated the issuance costs incurred to the liability and equity components of the 2027 Notes based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the liability portion of the 2027 Notes and are being amortized to interest expense over the term of the 2027 Notes. Issuance costs attributable to the equity component, representing the conversion option, were netted with the equity component in stockholders' equity.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments. For trade receivables and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, with early adoption permitted only as of annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-13 as of January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures.

Net Loss Per Share