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Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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: 001-36783
 
BELLICUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter) 

Delaware20-1450200
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)
 2130 W. Holcombe Blvd., Ste. 800
Houston, TX 77030
(832384-1100
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBLCMThe Nasdaq Capital 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 July 31, 2020, there were 5,059,779 outstanding shares of Bellicum’s common stock, par value, $0.01 per share.



TABLE OF CONTENTS
 

Page


2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Bellicum Pharmaceuticals, Inc.
 Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
June 30, 2020December 31, 2019
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$66,408  $91,028  
Restricted cash, current87  2,788  
Accounts receivable, interest and other receivables
127  303  
Prepaid expenses and other current assets
1,528  884  
Assets held for sale  16,851  
Total current assets
68,150  111,854  
Operating lease right-of-use assets
869  1,042  
Property and equipment, net
1,615  2,529  
Restricted cash, non-current1,500    
Other assets
341  825  
Total assets
$72,475  $116,250  
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
$2,486  $2,643  
Accrued expenses and other current liabilities
7,108  9,770  
Warrant derivative liability
28,183  52,184  
Private placement option liability
33,970  12,094  
Current portion of long-term debt
6,390  11,000  
Current portion of lease liabilities
491  454  
Liabilities held for sale  6,273  
Total current liabilities
78,628  94,418  
    Long-term debt, net of deferred issuance costs
20,715  25,717  
    Long-term lease liabilities
609  864  
Total liabilities
99,952  120,999  
Commitments and contingencies
Preferred stock: $0.01 par value; 10,000,000 shares authorized
   Series 1 redeemable convertible preferred stock, $0.01 par value, 1,517,500 shares authorized at June 30, 2020 and December 31, 2019, 534,000 shares issued and outstanding at June 30, 2020; 538,000 shares issued and outstanding at December 31, 2019
21,308  21,468  
Stockholders’ deficit:
   Common stock, $0.01 par value; 80,000,000 and 40,000,000 shares authorized at June 30, 2020 and December 31, 2019, respectively, 5,127,525 shares issued and 5,059,779 shares outstanding at June 30, 2020; 5,076,593 shares issued and 5,008,846 shares outstanding at December 31, 2019
51  507  
Treasury stock: 67,746 shares held at June 30, 2020 and December 31, 2019
(5,056) (5,056) 
Additional paid-in capital
515,252  511,684  
Accumulated other comprehensive loss
(389) (327) 
Accumulated deficit
(558,643) (533,025) 
Total stockholders’ deficit
(48,785) (26,217) 
Total liabilities, preferred stock and stockholders' deficit
$72,475  $116,250  

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
3


Bellicum Pharmaceuticals, Inc.
 Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(Unaudited) 

Three Months Ended June 30,
Six Months Ended June 30,
2020201920202019
Revenues
Grants
$  $1,391  $  $1,907  
Total revenues
  1,391    1,907  
Operating expenses
Research and development
11,758  20,032  22,206  36,880  
General and administrative
3,761  7,518  7,932  15,054  
Total operating expenses
15,519  27,550  30,138  51,934  
Gain on dispositions, net(3,761)   (3,761)   
Loss from operations
(11,758) (26,159) (26,377) (50,027) 
Other income (expense):
Interest income
28  311  382  721  
Interest expense
(763) (1,088) (1,748) (2,158) 
   Change in fair value of warrant and private placement option liabilities
(30,701)   2,125    
Total other (expense) income
(31,436) (777) 759  (1,437) 
Net loss
$(43,194) $(26,936) $(25,618) $(51,464) 
Net loss per common share attributable to common shareholders, basic and diluted
$(8.55) $(5.85) $(5.08) $(11.40) 
Weighted-average shares outstanding, basic and diluted
5,052,234  4,605,234  5,045,965  4,515,311  
Net loss
$(43,194) $(26,936) $(25,618) $(51,464) 
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities, net of tax
  5    56  
Foreign currency translation adjustment
(49) (46) (62) (18) 
Comprehensive loss
$(43,243) $(26,977) $(25,680) $(51,426) 
 
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

4

Table of Contents
Bellicum Pharmaceuticals, Inc.
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity
(amounts in thousands, except share data)

Three and Six Months Ended June 30, 2020
Series 1 PreferredCommon StockTreasury StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders' Deficit
SharesAmountSharesAmountSharesAmount
Balance, December 31, 2019
538,000  $21,468  5,076,593  $507  (67,746) $(5,056) $511,684  $(533,025) $(327) $(26,217) 
1-for-10 Reverse Stock Split—  —  —  (457) —  —  457  —  —  —  
Share-based compensation—  —  —  —  —  —  1,323  —  —  1,323  
Issuance of common stock upon vesting of restricted stock units—  —  1,045  —  —  —  —  —  —  —  
Conversion of redeemable convertible preferred stock into common stock(4,000) (160) 40,000  1  —  —  159  —  —  160  
Comprehensive income—  —  —  —  —  —  —  17,576  (13) 17,563  
Balance, March 31, 2020534,000  $21,308  5,117,638  $51  (67,746) $(5,056) $513,623  $(515,449) $(340) $(7,171) 
Share-based compensation—  —  —  —  —  —  1,564  —  —  1,564  
Issuance of common stock - Employee Stock Purchase Plan—  —  9,526  —  —  —  65  —  —  65  
Issuance of common stock upon vesting of restricted stock units—  —  361  —  —  —  —  —  —  —  
Comprehensive loss—  —  —  —  —  —  —  (43,194) (49) (43,243) 
Balance, June 30, 2020
534,000  $21,308  5,127,525  $51  (67,746) $(5,056) $515,252  $(558,643) $(389) $(48,785) 

Three and Six Months Ended June 30, 2019
Series 1 PreferredCommon StockTreasury StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity
SharesAmountSharesAmountSharesAmount
Balance, December 31, 2018
—  $—  4,424,205  $442  (67,746) $(5,056) $493,784  $(420,548) $(144) $68,478  
Share-based compensation—  —  —  —  —  —  2,136  —  —  2,136  
Exercise of stock options—  —  2,765  —  —  —  70  —  —  70  
Issuance of common stock upon vesting of restricted stock units—  —  2,271  —  —  —  —  —  —  —  
Issuance of common stock in open market transactions, net of issuance costs—  —  135,065  14  —  —  4,611  —  —  4,625  
Comprehensive loss—  —  —  —  —  —  —  (24,528) 79  (24,449) 
Balance, March 31, 2019—  $—  4,564,306  $456  (67,746) $(5,056) $500,601  $(445,076) $(65) $50,860  
Share-based compensation—  —  —  —  —  —  1,996  —  —  1,996  
Exercise of stock options—  —  221  —  —  —  6  —  —  6  
Issuance of common stock - Employee Stock Purchase Plan—  —  4,000  1  —  —  70  —  —  71  
Issuance of common stock upon vesting of restricted stock units—  —  585  —  —  —  —  —  —  —  
Issuance of common stock in open market transactions, net of issuance costs—  —  124,050  12  —  —  4,340  —  —  4,352  
Comprehensive loss—  —  —  —  —  —  —  (26,936) (41) (26,977) 
Balance, June 30, 2019—  $—  4,693,162  $469  (67,746) $(5,056) $507,013  $(472,012) $(106) $30,308  

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

5


Bellicum Pharmaceuticals, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited) 

Six Months Ended June 30,
20202019
Cash flows from operating activities:
     Net loss
$(25,618) $(51,464) 
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation
2,887  4,132  
Depreciation and amortization expense
925  3,742  
Change in fair value of warrant and private placement option liabilities
(2,125)   
Gain on dispositions, net(3,761)   
Amortization of discount on investment securities, net
  (28) 
      Amortization of right-of-use assets
173  636  
      Accretion of lease liability
(535) 355  
      Amortization of deferred issuance costs
388  439  
       Changes in operating assets and liabilities:
Accounts receivable, interest and other receivables
176  372  
Prepaid expenses and other assets
(160) (2,336) 
Accounts payable
(157) (1,735) 
Accrued liabilities and other
(2,662) 1,747  
Deferred revenue
  (1,907) 
Net cash used in operating activities
(30,469) (46,047) 
Cash flows from investing activities:
Proceeds from sale of investment securities
  35,679  
Proceeds from sale of property and equipment, net14,909    
Purchases of property and equipment
(229) (551) 
Net cash provided by investing activities
14,680  35,128  
Cash flows from financing activities:
 Payment on debt(10,000)   
     Proceeds from issuance of common stock in a public offering, net  8,977  
 Proceeds from issuance of stock from employee stock purchase plan 65  71  
    Proceeds from exercise of stock options
  76  
    Payment on financing lease obligations
(35) (14) 
Net cash (used in) provided by financing activities
(9,970) 9,110  
Effect of exchange rate changes on cash
(62) (18) 
Net change in cash, cash equivalents, and restricted cash
(25,821) (1,827) 
Cash, cash equivalents and restricted cash at beginning of period
93,816  48,668  
Cash, cash equivalents and restricted cash at end of period
$67,995  $46,841  
Supplemental cash flow information:
Cash paid during the period for interest
$1,413  $1,722  
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payables and accrued liabilities $60  $  
Conversion of redeemable preferred stock into common stock$160  $  
Reclassification of property and equipment, net to assets held for sale$199  $  

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
6


Bellicum Pharmaceuticals, Inc.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Bellicum Pharmaceuticals, Inc. (“Bellicum”) is a clinical stage biopharmaceutical company focused on discovering and developing novel cellular immunotherapies for various forms of cancer, including both hematological cancers and solid tumors. Bellicum is devoting substantially all of its present efforts to developing next-generation product candidates in areas of cellular immunotherapy, including CAR-T and CAR-NK therapy.

Bellicum has two wholly-owned subsidiaries, Bellicum Pharma Limited, a private limited company organized under the laws of the United Kingdom, and Bellicum Pharma GmbH, a private limited liability company organized under German law. Both were formed for the purpose of developing product candidates in Europe. Bellicum, Bellicum Pharma Limited and Bellicum Pharma GmbH are collectively referred to herein as the “Company”. All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation.

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer who manages operations and reviews the financial information as a single operating segment for purposes of allocating resources and evaluating its financial performance.
Reverse Stock Split
On February 5, 2020, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-10 and (ii) reduce the number of authorized shares of the Company’s common stock from 200,000,000 to 40,000,000. On June 15, 2020, the Company filed with the Secretary of State of the State of Delaware a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 40,000,000 shares to 80,000,000 shares.

The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements gives retroactive effect to the reverse stock split for all periods presented.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in conformity with the authoritative U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2019, as filed with the SEC on March 12, 2020.

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The accompanying interim condensed financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has recorded losses from operations since its inception and if the Company does not successfully obtain regulatory approval and commercialize any of its product candidates, the Company will not be able to achieve profitability. As of June 30, 2020, and December 31, 2019, the Company had an accumulated deficit of $558.6 million and $533.0 million, respectively.

The Company is subject to risks common to companies in the biotechnology industry and the future success of the Company is dependent on its ability to successfully complete the development of, and obtain regulatory approval for, its product candidates, manage the growth of the organization, obtain additional financing necessary in order to develop, launch and commercialize its product candidates, and compete successfully with other companies in its industry.

The Company believes that its current capital resources, which consist of cash and cash equivalents are sufficient to fund operations through at least the next twelve months from the date the accompanying interim financial statements are issued based on the expected cash burn rate. The Company may be required to raise additional capital to fund future operations through the sale of additional equity, incurrence of additional debt allowed under existing debt arrangements, the entry into licensing or collaboration agreements with partners, grants or other sources of financing. Sufficient funds may not be available to the Company at all or on attractive terms when needed from equity or debt financings. If the Company is unable to obtain additional funding from these or other sources when needed, or to the extent needed, it may be necessary to significantly reduce its controllable and variable expenditures and current rate of spending through reductions in staff and delaying, scaling back, or suspending certain research and development, sales and marketing programs and other operational goals.

Reclassifications
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
Use of Estimates
The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates.
Significant Accounting Policies
There have been no significant changes to the accounting policies during the six months ended June 30, 2020 as compared to the significant accounting policies described in Note 1 of the “Notes to Consolidated Financial Statements” in the Company’s audited financial statements included in its Annual Report for the fiscal year ended December 31, 2019.
Revenue Recognition
Cancer Research Grant Contract

On August 9, 2017, the Company entered into a Cancer Research Grant Contract (the “CPRIT Agreement”) with the Cancer Prevention Research Institute of Texas (“CPRIT”), pursuant to which CPRIT awarded a grant of approximately $16.9 million to the Company to fund development of rivo-cel for hematologic cancer (the “CPRIT Award”). The CPRIT Award is contingent upon funds being available during the term of the CPRIT Agreement and subject to CPRIT’s ability to perform its obligations under the CPRIT Agreement.

During 2017, the Company received $4.2 million in advance funding from CPRIT, which was recorded as deferred revenue. During the three and six month periods ended June 30, 2020, the Company did not incur expenses or recognize revenue for work performed under the CPRIT grant. During the three and six month periods ended June 30, 2019, the Company incurred expenses and recognized revenue of $1.4 million and $1.9 million, respectively, for work performed under the CPRIT grant.

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The CPRIT Agreement was due to expire on February 29, 2020, but was terminated early by the Company on January 31, 2020. Upon termination of the CPRIT Agreement, the Company reclassified the remaining unexpended award proceeds of $0.8 million from deferred revenue to accrued liabilities. During the three month period ended June 30, 2020, the Company returned the remaining unexpended award proceeds to CPRIT and released the accrued liability.
Cash, Cash Equivalents and Restricted Cash
The Company considers all short-term, highly liquid investments with maturity of three months or less from the date of purchase and that can be liquidated without prior notice or penalty, to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.

(in thousands)June 30, 2020December 31, 2019
Cash and cash equivalents$66,408  $91,028  
Restricted cash, current87  2,788  
Restricted cash, non-current1,500    
Total cash, cash equivalents and restricted cash shown in the statements of cash flows$67,995  $93,816  

During 2017, $4.2 million was received from CPRIT, and is being held in a separate account to be used for costs solely related to the CPRIT grant. Release of the CPRIT funds are subject to the terms of the grant agreement and requirements therein and require the authorization of CPRIT. To date, CPRIT authorized the release of $3.3 million of restricted funds from the CPRIT account. During the three months ended June 30, 2020, the Company returned the remaining unexpended award proceeds to CPRIT, leaving a balance of $0.1 million recorded as restricted cash, requiring the authorization of CPRIT to release, on the accompanying balance sheets at June 30, 2020.
In addition to the restricted cash held and released by CPRIT, there was $1.1 million of restricted cash as of December 31, 2019 in escrow to cover specific construction of manufacturing improvement costs related to the facility lease. The release of the funds was subject to the authorized completion of certain aspects of the manufacturing improvements. The funds were released during the six months ended June 30, 2020.
In connection with the closing of the Asset Purchase Agreement with M.D. Anderson on April 14, 2020, $1.5 million of the cash proceeds received are subject to certain escrow provisions and recorded as restricted cash, non-current. The funds are required to be held for a period of up to 18 months subsequent to the April 14, 2020 closing date.
Disposition of Assets and Liabilities Held for Sale
In 2019, the Company completed the buildout of manufacturing space at its leased headquarters in Houston, Texas and began in-house clinical supply manufacturing. The facility included capacity far in excess of the Company's anticipated current and near-term manufacturing needs and management decided to seek a partner for the facility with the goal of reducing the Company's costs while maintaining dedicated cell therapy manufacturing capacity to support the Company's product candidates.
The disposal of the assets and liabilities of such facility was completed on April 14, 2020, at a purchase price of $15.0 million. The disposal group consisted of property and equipment, net of $12.0 million, right-of-use assets of $4.8 million, current portion of lease liabilities of $1.4 million and long-term lease liabilities of $4.6 million. During the three and six month periods ended June 30, 2020, the Company recognized a net gain of $3.8 million in connection with the disposal, which is presented as Gain on dispositions, net within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The primary reason for the disposal was to reduce the Company's fixed operating expenses by transitioning from an in-house clinical supply manufacturer to a third party manufacturer.

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Accrued Expenses and Other Current Liabilities
Accrued expenses and other liabilities consist of the following:

(in thousands)June 30, 2020December 31, 2019
Accrued payroll$2,104  $2,032  
Accrued patient treatment costs954  1,162  
Accrued manufacturing costs273  2,230  
Accrued professional services639  654  
Accrued obligations under material supply agreements 1,123  1,121  
Accrued other2,015  2,571  
Total accrued expenses and other current liabilities $7,108  $9,770  

Warrant Derivatives

Freestanding warrants are classified as liabilities in the accompanying consolidated balance sheets as they are exercisable for multiple underlying instruments that are potentially redeemable. The Company accounts for these warrants at fair value on the date of issuance and are subject to re-measurement to fair value at each balance sheet date. Any change in fair value is recognized as a component of other income (expense) on the accompanying consolidated statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or a change in control, as defined. The warrants are freely exercisable at any time from the issuance date until the expiration date, provided exercise does not cause a warrant holder to exceed a pre-determined beneficial ownership limit.

The Company estimates the fair value of these liabilities using the Black-Scholes valuation technique, which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates.

Private Placement Option

The Company has entered into a security purchase agreement that contains a call option on preferred shares that are callable outside the control of the Company. The Company recorded the option as a liability and measured the fair value of the option at the time of issuance. The Company will re-measure the option to fair value at each balance sheet date and record changes in fair value in other income (expense) in the accompanying condensed consolidated statement of operations and comprehensive loss at each reporting period. Offering expenses arising from the issuance of the private placement option were expensed as incurred.

The Company estimates the fair value of these liabilities using a binomial lattice model, which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates.

Preferred Stock

Preferred shares issued by the Company that are subject to mandatory redemption are classified as liability instruments in the accompanying condensed consolidated balance sheets and are measured at fair value at the date of issuance. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified within mezzanine equity in the accompanying condensed consolidated balance sheets. At all other times, preferred shares are classified within stockholders’ (deficit) equity.


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Operating Leases

At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term.

Operating leases are recognized as ROU assets and operating lease liabilities on the balance sheet based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company's incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the non-cancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Leases with a term of 12 months or less are not recognized on the balance sheets.

Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants in a principal market on the measurement date.
Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The three-tier hierarchy defines a three-tiered valuation hierarchy for disclosures that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market, as described further in Note 2.
Observable inputs reflect readily obtainable data from independent sources, and unobservable inputs reflect the Company’s market assumptions.
These inputs are classified into the following hierarchy:
Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets that the reporting entity has the ability to access at the measurement date;
Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and
Level 3 Inputs - unobservable inputs for the assets.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable, accrued liabilities, and debt approximate their fair values due to the short-term nature of these instruments.
Financial Instruments and Credit Risks
Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents and accounts receivable. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Insurance is provided through the Federal Deposit Insurance Corporation and Security Investor Protection Corporation. Although the balances in these accounts exceed the federally insured limit from time to time, the Company has not incurred losses related to these deposits.
Equity Issuance Costs
Equity issuance costs represent costs paid to third parties in order to obtain equity financing. The costs related to preferred and common stock have been netted against the proceeds of the equity issuances.
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Net Loss and Net Loss per Share of Common Stock Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted earnings per share is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the conversion of preferred stock to common stock, exercise of warrants to purchase common stock, exercise of stock options, and vesting of restricted stock units.
The following outstanding shares of common stock equivalents were excluded from the computations of diluted net loss per share of common stock attributable to common stockholders for the periods presented as the effect of including such securities would be anti-dilutive.
June 30, 2020June 30, 2019
Common Stock Equivalents:Number of Shares
Redeemable convertible series 1 preferred stock5,340,000    
Warrants to purchase common stock5,750,000    
Private placement option9,675,000    
Options to purchase common stock1,122,938  766,533  
Unvested shares of restricted stock units187,705  21,593  
Total common stock equivalents22,075,643  788,126  

New Accounting Requirements and Disclosures

Fair Value Measurement

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies fair value disclosures and removes some disclosure requirements for both public and private companies. In addition, public companies are subject to some new disclosure requirements which requires to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses guidance. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 842), which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies. Early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of assessing the impact adoption will have on its consolidated financial statements.



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Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The guidance eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This guidance also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements.

Investments

In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force), which clarifies the interaction of the accounting for equity securities, investments accounted for under the equity method, and certain forward contracts and purchased options. This update is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and early adoption is permitted. The Company is in the process of determining the impact the adoption will have on its consolidated financial statements as well as whether to early adopt the new guidance.

NOTE 2 - FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES
 
Investment Securities

The following table presents the Company’s investment securities (including, if applicable, those classified on the Company’s balance sheet as cash equivalents) that are measured at fair value on a recurring basis:
Fair Value at June 30, 2020
Fair Value at December 31, 2019
(in thousands)
Level 1
Level 2
 Level 3
Level 1Level 2 Level 3
Cash equivalents:
Money market funds and treasury bills$55,253  $  $  $77,170  $  $  
Total cash equivalents$55,253  $  $  $77,170  $  $  
As of June 30, 2020, the $1.5 million of restricted cash, non-current, on the Company's balance sheet is held in a money market fund.

Money market funds, U.S. Treasury, U.S. government agency-backed securities, corporate debt securities and municipal bonds are valued based on various observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities and bids.

Warrant Derivative Liability and Private Placement Option Liability

The Company's financial liabilities recorded at fair value on a recurring basis include the fair values of the warrant derivative liability and the private placement option liability. As of June 30, 2020, the fair values of the warrant derivative liability and the private placement option liability are classified as current liabilities in the accompanying condensed consolidated balance sheets. These liabilities will be shown as current liabilities on the balance sheet when it is deemed more probable than not by management to be exercised within one year.

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The fair value of the warrants has been estimated with the following weighted-average assumptions:

June 30, 2020