UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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)
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
( (Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol |
Name of exchange on which registered |
The |
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, 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 |
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Accelerated filer |
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Smaller reporting company |
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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 3, 2023, there were
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact contained herein are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:
Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.
SYNLOGIC, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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1 |
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Unaudited Consolidated Statements of Operations and Comprehensive Loss |
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3 |
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4 |
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5 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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12 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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22 |
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22 |
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PART II - OTHER INFORMATION |
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23 |
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23 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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59 |
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59 |
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59 |
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59 |
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60 |
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61 |
SYNlogic, Inc. and SUBSIDIARIES
Unaudited Consolidated Balance Sheets
(In thousands, except share amounts)
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June 30, |
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December 31, |
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2023 |
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2022 |
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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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Short-term marketable securities |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right of use asset - operating lease |
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Restricted cash |
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Prepaid research and development, net of current portion |
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Other assets |
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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 |
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Deferred revenue |
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Lease liability - operating lease |
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Finance lease obligations |
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Total current liabilities |
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Long-term liabilities: |
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Lease liability - operating lease, net of current portion |
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Finance lease obligations, net of current portion |
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Total long-term liabilities |
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Stockholders' equity |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
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( |
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Accumulated deficit |
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( |
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( |
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Treasury stock, at cost ( |
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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 the unaudited consolidated financial statements.
1
Synlogic, INC. aND SUBSIDIARIES
Unaudited Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, 2023 |
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June 30, 2022 |
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June 30, 2023 |
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June 30, 2022 |
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Revenue |
$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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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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Interest and investment income |
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Interest expense |
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( |
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( |
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( |
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Other income (expense) |
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( |
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( |
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Total other income, net |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax expense |
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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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Net loss per share - basic and diluted |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average common stock outstanding - basic and diluted |
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Comprehensive loss: |
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Net loss |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net unrealized (loss) gain on marketable securities |
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( |
) |
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( |
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Comprehensive loss |
$ |
( |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
2
Synlogic, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
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Common stock |
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Additional |
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Accumulated |
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Accumulated |
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Treasury Stock |
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Total |
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Shares |
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Amount |
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capital |
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income (loss) |
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deficit |
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Shares |
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Amount |
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equity |
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For the Three Months Ended June 30, 2023 |
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Balance at March 31, 2023 |
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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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Proceeds from issuance of common stock in connection with at-the-market offering, net of issuance costs |
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— |
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— |
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— |
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— |
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Cancellation of restricted 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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— |
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— |
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Equity-based compensation expense |
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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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Unrealized gain (loss) on securities |
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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 at June 30, 2023 |
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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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For the Three Months Ended June 30, 2022 |
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Balance at March 31, 2022 |
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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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Exercise of options |
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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 common stock under employee stock purchase plan |
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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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Cancellation of restricted 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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— |
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— |
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Equity-based compensation expense |
— |
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— |
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— |
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— |
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— |
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— |
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Unrealized gain (loss) on securities |
— |
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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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Balance at June 30, 2022 |
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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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For the Six Months Ended June 30, 2023 |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
$ |
( |
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( |
) |
$ |
( |
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$ |
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Proceeds from issuance of common stock in connection with at-the-market offering, net of issuance costs |
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— |
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— |
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— |
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— |
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Issuance of restricted 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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— |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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— |
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— |
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Cancellation of restricted 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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— |
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— |
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Equity-based compensation expense |
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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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Unrealized gain (loss) on securities |
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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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( |
) |
Balance at June 30, 2023 |
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|
$ |
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$ |
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$ |
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$ |
( |
) |
|
( |
) |
$ |
( |
) |
$ |
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For the Six Months Ended June 30, 2022 |
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Balance at December 31, 2021 |
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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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Exercise of options |
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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 |
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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 common stock under employee stock purchase plan |
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— |
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— |
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— |
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— |
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— |
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Cancellation of restricted 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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— |
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Equity-based compensation expense |
— |
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— |
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— |
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— |
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— |
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— |
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Unrealized gain (loss) on securities |
— |
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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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Balance at June 30, 2022 |
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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 the unaudited consolidated financial statements.
3
Synlogic, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
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Six Months Ended |
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Six Months Ended |
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June 30, 2023 |
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June 30, 2022 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Gain on disposal of property and equipment |
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( |
) |
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Equity-based compensation expense |
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Accretion/amortization of investment securities |
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( |
) |
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( |
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Change in carrying amount of operating lease right of use asset |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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( |
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Prepaid research and development, net of current portion |
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( |
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Accounts payable and accrued expenses |
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( |
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( |
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Deferred revenue |
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( |
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( |
) |
Operating lease liabilities |
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( |
) |
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( |
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Other assets |
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( |
) |
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( | |