UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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:
(Exact Name of Registrant as Specified in its Charter)
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( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of November 10, 2021, the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
1 |
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1 |
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2 |
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Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
3 |
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5 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
Item 3. |
48 |
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Item 4. |
48 |
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PART II. |
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Item 1. |
50 |
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Item 1A. |
50 |
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Item 2. |
52 |
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Item 3. |
51 |
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Item 4. |
51 |
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Item 5. |
51 |
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Item 6. |
51 |
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52 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Taysha Gene Therapies, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
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September 30, 2021 |
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December 31, 2020 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Prepaid expenses and other current assets |
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Total current assets |
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Restricted cash |
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— |
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Deferred lease asset |
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Property, plant and equipment, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Build-to-suit lease liability |
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— |
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Term loan |
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— |
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Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies - Note 11 |
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Stockholders' equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Taysha Gene Therapies, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Operating expenses: |
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Research and development |
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$ |
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$ |
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$ |
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$ |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense): |
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Change in fair value of preferred stock tranche liability |
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— |
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— |
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— |
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( |
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Interest income |
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— |
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— |
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Interest expense |
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( |
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( |
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( |
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( |
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Total other expense, net |
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( |
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( |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per common share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Taysha Gene Therapies, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands, except share data)
(Unaudited)
For the Three Months Ended September 30, 2021
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Additional |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance as of June 30, 2021 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock, upon vesting and settlement of restricted stock units |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance as of September 30, 2021 |
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$ |
— |
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$ |
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$ |
( |
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$ |
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For the Three Months Ended September 30, 2020
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Series A |
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Series B |
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Total |
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Convertible |
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Convertible |
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Additional |
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Stockholders' |
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Preferred Stock |
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Preferred Stock |
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Common Stock |
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Paid-in |
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Accumulated |
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Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Deficit) |
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Balance as of June 30, 2020 |
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$ |
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— |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
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Issuance of Series A convertible preferred stock, net of offering costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Series B convertible preferred stock net of offering costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Reclassification of preferred stock tranche liability upon issuance of Series A milestone shares |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Conversion of Series A and B convertible preferred stock to common stock |
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( |
) |
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( |
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( |
) |
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( |
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— |
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— |
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Issuance of shares of common stock in initial public offering, net of offering costs and underwriting discounts and commissions of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of restricted stock award |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of September 30, 2020 |
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— |
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$ |
— |
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— |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Taysha Gene Therapies, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands, except share data)
(Unaudited)
For the Nine Months Ended September 30, 2021
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Additional |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance as of December 31, 2020 |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock, upon vesting and settlement of restricted stock units |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of September 30, 2021 |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
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For the Nine Months Ended September 30, 2020
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Series A |
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Series B |
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Total |
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Convertible |
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Convertible |
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Additional |
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Stockholders' |
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Preferred Stock |
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Preferred Stock |
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Common Stock |
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Paid-in |
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Accumulated |
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Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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(Deficit) |
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Balance as of December 31, 2019 |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of Series A convertible preferred stock, net of offering costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Series B convertible preferred stock net of offering costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Reclassification of preferred stock tranche liability upon issuance of Series A milestone shares |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Conversion of Series A and Series B convertible preferred stock to common stock |
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|
( |
) |
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( |
) |
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( |
) |
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( |
) |
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— |
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— |
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Issuance of shares of common stock in initial public offering, net of offering costs and underwriting discounts and commissions of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of restricted stock award |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
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( |
) |
Balance as of September 30, 2020 |
|
|
— |
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$ |
— |
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— |
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$ |
— |
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$ |
— |
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$ |
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|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Taysha Gene Therapies, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
For the Nine Months Ended September 30, |
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|||||
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2021 |
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2020 |
|
||
Cash flows from operating activities |
|
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|
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Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
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Depreciation expense |
|
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Change in fair value of preferred stock tranche liability |
|
|
— |
|
|
|
|
|
Research and development license expense |
|
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|
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Stock-based compensation |
|
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Build-to-suit lease |
|
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|
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— |
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Other |
|
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|
|
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|
— |
|
Changes in operating assets and liabilities: |
|
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|
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|
|
Prepaid expenses and other assets |
|
|
( |
) |
|
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( |
) |
Accounts payable |
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|
|
|
|
|
|
|
Accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
Due to related party |
|
|
( |
) |
|
|
|
|
Net cash used in operating activities |
|
|
( |
) |
|