DeferredTaxAssetsOther

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 ~~September 30, 2016~~March 31, 2017
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 001-37581

Aclaris Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	46-0571712 (I.R.S. Employer Identification No.)
101 Lindenwood Drive, Suite 400 Malvern, PA (Address of principal executive offices)	19355 (Zip Code)

Registrant’s telephone number, including area code: (484) 324‑7933

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Securities Exchange Act of 1934:


Large accelerated filer ☐		Accelerated filer ☐☒

Non-accelerated filer ☒☐		Smaller reporting company ☐
(Do not check if a 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 Securities Exchange Act of 1934). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock, par value $0.00001 per share, as of the close of business on ~~November~~May 8, 2017 was 26,733,493 ~~2, 2016 was 21,432,907.~~.

Table of Contents

ACLARIS THERAPEUTICS, INC.

INDEX TO FORM 10-Q


			PAGE

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements			2

Unaudited Condensed Consolidated Balance Sheets as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016			2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~			3

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017			4

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~			5

Notes to Unaudited Condensed Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19 17

Item 3. Quantitative and Qualitative Disclosures about Market Risk			30 29

Item 4. Controls and Procedures			30 29

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			31 30

Item 1A. Risk Factors			31 30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36 30

Item 6. Exhibits			37 30

Signatures			38 31
Exhibit Index			39 32

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

ACLARIS THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)


	September 30,		December 31,		March 31,		December 31,
	2016		2015		2017		2016

Assets
Current assets:
Cash and cash equivalents	$	17,796	$	9,851	$	23,677	$	30,171
Marketable securities		66,246		75,017		129,741		107,051
Prepaid expenses and other current assets		1,548		1,656		3,931		1,334
Total current assets		85,590		86,524		157,349		138,556
Marketable securities		—		7,170		8,019		36,912
Property and equipment, net		461		360		706		481
Deferred offering costs						116		116
Other assets		20		22		20		20
Total assets	$	86,071	$	94,076	$	166,210	$	176,085
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,774	$	810	$	3,604	$	2,845
Accrued expenses		2,817		745		2,033		3,378
Total current liabilities		4,591		1,555		5,637		6,223
Other liabilities		358		—		284		372
Total liabilities		4,949		1,555		5,921		6,595
Stockholders’ Equity:
Preferred stock, $0.00001 par value; 10,000,000 shares authorized and no shares issued or outstanding at September 30, 2016 and December 31, 2015		—		—
Common stock, $0.00001 par value; 100,000,000 shares authorized at September 30, 2016 and December 31, 2015; 21,423,995 and 20,157,503 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		—		—
Preferred stock, $0.00001 par value; 10,000,000 shares authorized and no shares issued or outstanding at March 31, 2017 and December 31, 2016						—		—
Common stock, $0.00001 par value; 100,000,000 shares authorized at March 31, 2017 and December 31, 2016; 26,097,118 and 26,059,181 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively						—		—
Additional paid‑in capital		160,613		135,503		264,009		260,671
Accumulated other comprehensive loss		(54)		(149)		(249)		(269)
Accumulated deficit		(79,437)		(42,833)		(103,471)		(90,912)
Total stockholders’ equity		81,122		92,521		160,289		169,490
Total liabilities and stockholders’ equity	$	86,071	$	94,076	$	166,210	$	176,085

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

Table of Contents

ACLARIS THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2016		2015		2016		2015		2017		2016

Revenue	$	—	$	—	$	—	$	—	$	—	$	—
Operating expenses:
Research and development		7,162		9,407		26,533		12,937		7,772		9,535
General and administrative		3,650		1,233		10,407		2,928		5,158		3,604
Total operating expenses		10,812		10,640		36,940		15,865		12,930		13,139
Loss from operations		(10,812)		(10,640)		(36,940)		(15,865)		(12,930)		(13,139)
Other income, net		118		8		336		16		371		100
Net loss		(10,694)		(10,632)		(36,604)		(15,849)	$	(12,559)	$	(13,039)
Accretion of convertible preferred stock		—		(1,020)		—		(2,353)
Net loss attributable to common stockholders	$	(10,694)	$	(11,652)	$	(36,604)	$	(18,202)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.50)	$	(5.12)	$	(1.76)	$	(8.44)
Net loss per share, basic and diluted									$	(0.48)	$	(0.65)
Weighted average common shares outstanding, basic and diluted		21,415,871		2,274,617		20,752,590		2,155,685		26,080,806		20,171,518
Other comprehensive (loss) income:
Other comprehensive loss:
Unrealized (loss) gain on marketable securities, net of tax of $0		(12)		1		144		7		(52)		142
Foreign currency translation adjustments		(43)		—		(49)		—		72		10
Total other comprehensive (loss) income		(55)		1		95		7
Total other comprehensive income										20		152
Comprehensive loss	$	(10,749)	$	(10,631)	$	(36,509)	$	(15,842)	$	(12,539)	$	(12,887)

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

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ACLARIS THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share data)

Accumulated

Common Stock

Additional

Other

Total

Par

Paid‑in

Comprehensive

Accumulated

Stockholders’

  Shares

Value

Capital

Loss

Deficit

Equity

Balance at December 31, 2015
20,157,503

$
—

$
135,503

$
(149)

$
(42,833)

$
92,521

Issuance of common stock in connection with Vixen acquisition
159,420

—

2,355

—

—

2,355

Issuance of common stock in connection with private placement, net of offering costs of $1,453
1,081,082

—

18,547

—

—

18,547

Exercise of stock options
25,990

—

14

—

—

14

Unrealized gain on marketable securities
—

—

—

144

—

144

Foreign currency translation adjustment
—

—

—

(49)

—

(49)

Stock-based compensation expense
—

—

4,194

—

—

4,194

Net loss
—

—

—

—

(36,604)

(36,604)

Balance at September 30, 2016
21,423,995

$
—

$
160,613

$
(54)

$
(79,437)

$
81,122


						Accumulated
	Common Stock			Additional		Other				Total
		Par		Paid‑in		Comprehensive		Accumulated		Stockholders’
	Shares	Value		Capital		Loss		Deficit		Equity
Balance at December 31, 2016	26,059,181	$	—	$	260,671	$	(269)	$	(90,912)	$	169,490
Exercise of stock options and vesting of restricted stock units	37,937		—		185		—		—		185
Unrealized loss on marketable securities	—		—		—		(52)		—		(52)
Foreign currency translation adjustment	—		—		—		72		—		72
Stock-based compensation expense	—		—		3,153		—		—		3,153
Net loss	—		—		—		—		(12,559)		(12,559)
Balance at March 31, 2017	26,097,118	$	—	$	264,009	$	(249)	$	(103,471)	$	160,289

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

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ACLARIS THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Nine Months Ended				Three Months Ended
	September 30,				March 31,
	2016		2015		2017		2016
Cash flows from operating activities:
Net loss	$	(36,604)	$	(15,849)	$	(12,559)	$	(13,039)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		80		57		50		21
Stock-based compensation expense		4,194		243		3,153		1,222
Non-cash charges related to Vixen acquisition		2,784		—		—		2,784
Changes in operating assets and liabilities:
Prepaid expenses and other assets		110		(764)		(2,597)		71
Accounts payable		915		(491)		831		2,008
Accrued expenses		1,990		572		(1,537)		39
Net cash used in operating activities		(26,531)		(16,232)		(12,659)		(6,894)
Cash flows from investing activities:
Purchases of property and equipment		(170)		(375)		(195)		(40)
Purchases of marketable securities		(33,747)		(13,002)		(17,158)		—
Proceeds from sales and maturities of marketable securities		49,832		5,914		23,309		10,214
Net cash provided by (used in) investing activities		15,915		(7,463)
Net cash provided by investing activities						5,956		10,174
Cash flows from financing activities:
Proceeds from issuance of common stock in connection with private placement, net of issuance costs		18,547		—
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		—		39,864
Proceeds from the exercise of employee stock options		14		—		209		—
Payment of deferred offering costs		—		(1,507)
Net cash provided by financing activities		18,561		38,357		209		—
Net increase in cash and cash equivalents		7,945		14,662
Net (decrease) increase in cash and cash equivalents						(6,494)		3,280
Cash and cash equivalents at beginning of period		9,851		10,757		30,171		9,851
Cash and cash equivalents at end of period	$	17,796	$	25,419	$	23,677	$	13,131
Supplemental disclosure of non-cash investing and financing activities:
Additions to property and equipment included in accounts payable	$	13	$	19	$	91	$	40
Accretion of convertible preferred stock to redemption value	$	—	$	1,764
Fair value of stock issued in connection with Vixen acquisition	$	2,355	$	—	$	—	$	2,355
Deferred offering costs included in accounts payable	$	—	$	436

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

Table of Contents

ACLARIS THERAPEUTICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

1. Organization and Nature of Business

Aclaris Therapeutics, Inc. was incorporated under the laws of the State of Delaware in 2012. On July 17, 2015, Aclaris Therapeutics International Limited (“ATIL”) was established under the laws of the United Kingdom as a wholly-owned subsidiary of Aclaris Therapeutics, Inc. On March 24, 2016, Vixen Pharmaceuticals, Inc. (“Vixen”) became a wholly-owned subsidiary of Aclaris Therapeutics, Inc. (see Note 11). Aclaris Therapeutics, Inc., together with ATIL and Vixen, are referred to collectively as the “Company”. The Company is a ~~clinical‑stage specialty pharmaceutical~~dermatologist-led biotechnology company focused on identifying, developing and commercializing innovative and differentiated ~~drugs~~therapies to address significant unmet needs in medical and aesthetic dermatology. The Company’s lead drug candidate, ~~A‑101,~~A-101 40% Topical Solution, is a proprietary high‑concentration formulation of hydrogen peroxide topical solution that the Company is ~~being developed~~developing as a prescription treatment for seborrheic keratosis (“SK”), a common non‑malignant skin tumor. The Company has completed three Phase ~~2 clinical trials and is currently conducting three Phase~~ 3 clinical trials of A-101 40% Topical Solution in patients with ~~SK.~~

~~Initial Public Offering~~

~~On October 6, 2015,~~SK, and in February 2017 submitted a New Drug Application (“NDA”) to the ~~Company’s registration statement on Form S-1 relating to its initial public offering of its common stock (the “IPO”~~U.S. Food and Drug Administration (“FDA”). The NDA was ~~declared effective~~accepted by the ~~Securities~~FDA in May 2017 and ~~Exchange Commission~~the Prescription Drug User Fee Act (“~~SEC”~~PDUFA”)~~. The Company’s common stock began trading on~~ target action date for the NASDAQ Global Select Market on October 7, 2015. The IPO closed on October 13, 2015, and 5,000,000 shares of common stock were sold at a price to the public of $11.00 per share, for aggregate gross proceeds of $55,000. In addition, upon the closingcompletion of the ~~IPO, all~~FDA’s review of the ~~Company’s outstanding convertible preferred stock was converted into an aggregate total of 11,677,076 shares of common stock.~~

On October 12, 2015, the underwriters of the IPO exercised in full their option to purchase additional shares, and on October 13, 2015, the Company sold 750,000 additional shares of common stock at a price to the public of $11.00 per share, for aggregate gross proceeds of $8,250.

The Company paid underwriting discounts and commissions of $4,428 to the underwriters in connection with the IPO, including the underwriters’ exercise of their option to purchase additional shares. In addition, the Company incurred expenses of $2,272 in connection with the IPO. The net offering proceeds received by the Company, after deducting underwriting discounts, commissions and offering expenses, were $56,550.

~~Private Placement~~

On June 2, 2016, pursuant to a securities purchase agreement with certain accredited investors dated May 27, 2016, the Company closed a private placement in which it sold an aggregate of 1,081,082 shares of common stock at a price of $18.50 per share, for gross proceeds of $20,000. The Company incurred placement agent fees of $1,300 and expenses of $153 in connection with the private placement. The net offering proceeds received by the Company, after deducting placement agent fees and transaction expenses, were $18,547.

~~Table of Contents~~

~~Reverse Stock Split~~

~~On September~~NDA is December 24, 2015, the Company effected a 1‑for‑3.45 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s then-outstanding convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios.2017.

Liquidity

The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. At ~~September 30, 2016,~~March 31, 2017, the Company had cash, cash equivalents and marketable securities of ~~$84,042~~$161,437 and an accumulated deficit of ~~$79,437.~~$103,471. The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, will be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s products will require significant additional financing. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements include the consolidated accounts of the Company and its wholly-owned ~~subsidiaries.~~subsidiaries, ATIL and Vixen. All intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, research and development expenses and the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.

Table of Contents

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of ~~September 30, 2016,~~March 31, 2017, the condensed consolidated statements of operations and comprehensive loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the condensed consolidated statement of stockholders’ equity for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, and the condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements contained in the Company’s annual report on Form 10-K filed with the ~~SEC~~Securities and Exchange Commission (“SEC”) on March ~~23, 2016~~15, 2017 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of ~~September 30, 2016,~~March 31, 2017, the results of its operations and comprehensive loss for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ and its cash flows for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~2016. The condensed consolidated balance sheet data as of December 31, ~~2015~~2016 was derived from audited financial statements but does not include all disclosures required by ~~accounting~~

~~Table of Contents~~

~~principles generally accepted in the United States.~~GAAP. The financial data and other information disclosed in these notes related to the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ are unaudited. The results for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 are not necessarily indicative of results to be expected for the year ending December 31, ~~2016,~~2017, any other interim periods, or any future year or period. The unaudited interim financial statements of the Company included herein have been prepared, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, ~~2015~~2016 included in the Company’s annual report on Form 10-K filed with the SEC on March ~~23, 2016.~~15, 2017.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, ~~2015~~2016 included in the Company’s annual report on Form 10-K filed with the SEC on March ~~23, 2016.~~15, 2017. Since the date of such financial statements, there have been no changes to the Company’s significant accounting ~~policies.~~

~~Assets Held for Sale~~policies other than noted immediately below.

In ~~order for an asset~~February 2017, the Company paid a $2.0 million PDUFA fee to ~~be classified as held for sale there must be an active program to market~~ the ~~asset, and it must be probable~~FDA in conjunction with the ~~asset will be disposed of within one year. The carrying value of an asset held for sale is reported at the lower~~filing of its ~~carrying value or its fair value less costs to sell. No additional depreciation expense is recognized once an asset is classified as held~~NDA for ~~sale. All current~~A-101 40% Topical Solution. The Company has requested a small business waiver of this PDUFA fee from the FDA, and ~~historical balance sheet information for~~ the ~~Company’s assets held for sale is included~~amount has been recorded in prepaid expenses and other current assets inon the ~~accompanying~~Company’s condensed consolidated balance ~~sheets. As of September 30, 2016 and December 31, 2015, $216 in assets were classified as held for sale.~~sheet.

Recently Issued Accounting Pronouncements

In ~~June 2016,~~January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016-13,~~2017-01, ~~Financial Instruments-Credit Losses~~Business Combinations-Clarifying the Definition of a Business (Topic ~~326)~~805). ~~. This~~The amendments in this ASU ~~introduces~~provide a ~~new model for recognizing credit losses on financial instruments based upon estimated expected credit losses. ASU 2016-13 will apply~~screen to ~~loans, accounts receivable, financial~~determine when a set of acquired assets ~~measured at amortized cost and at~~and/or activities is not a business. The screen requires that when substantially all of the fair value ~~through other comprehensive income, loan commitments and certain off-balance sheet credit exposures.~~of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The amendments in this ASU ~~2016-13~~will reduce the number of transactions that meet the definition of a business. ASU 2017-01 is effective for annual reporting periods beginning after December 15, ~~2019,~~2017, including interim periods within those years, and early adoption will be permitted. The Company is assessing the potential impact of ASU ~~2016-13~~2017-01 on its consolidated financial statements.

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~. This ASU requires all tax effects of share-based payment settlements to be recorded through the income statement. Currently, tax benefits in excess of compensation cost, or “windfalls”, are recorded in equity, and tax deficiencies, or “shortfalls”, are recorded to equity to the extent of previous windfalls, and then to the income statement. In addition, under the new guidance, companies will be permitted to make a policy election to recognize the impact of forfeitures either when they occur, or on an estimated basis. Finally, this update simplifies withholding requirements to allow companies to withhold up to an employee’s maximum tax rate without resulting in liability classification for the award. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted the provisions of this standard early, the impact of which on its consolidated financial statements was not significant.

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3. Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s assets and liabilities, which are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:


	Fair Value Measurements as of September 30, 2016
	Using:								March 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	11,378	$	1,401	$	—	$	12,779	$	9,740	$	7,992	$	—	$	17,732
Marketable securities		—		66,246		—		66,246		—		137,760		—		137,760
Total	$	11,378	$	67,647	$	—	$	79,025	$	9,740	$	145,752	$	—	$	155,492


	Fair Value Measurements as of December 31, 2015
	Using:								December 31, 2016
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	8,810	$	250	$	—	$	9,060	$	11,522	$	12,691	$	—	$	24,213
Marketable securities		—		82,187		—		82,187		—		143,963		—		143,963
Total	$	8,810	$	82,437	$	—	$	91,247	$	11,522	$	156,654	$	—	$	168,176

As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the Company’s cash equivalents consisted of investments with maturities of less than three months and included a money market fund, which was valued based upon Level 1 inputs, and ~~asset-backed securities.~~commercial paper securities, which were valued based upon Level 2 inputs. In determining the fair value of its Level 2 investments the Company relied on quoted prices for identical securities in markets that are not active. These quoted prices were obtained by the Company with the assistance of a third-party pricing service based on available trade, bid and other observable market data for identical securities. ~~Quarterly,~~On a quarterly basis, the Company compares the quoted prices obtained from the third-party pricing service to other available independent pricing information to validate the reasonableness of ~~the~~those quoted ~~prices provided.~~prices. The Company evaluates whether adjustments to third-party pricing is necessary and, historically, the Company has not made adjustments to the quoted prices obtained from the third-party pricing service. During the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and the year ended December 31, ~~2015,~~2016, there were no transfers between Level 1, Level 2 and Level 3.

As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the fair value of the Company’s available for sale marketable securities by type of security was as follows:


	September 30, 2016								March 31, 2017
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gain		Loss		Value		Cost		Gain		Loss		Value

Marketable securities:
Corporate debt securities	$	36,963	$	—	$	(14)	$	36,949	$	51,533	$	—	$	(45)	$	51,488
Commercial paper		11,975		—		—		11,975		16,848		—		—		16,848
Asset-backed securities		8,299		2		—		8,301		25,988		—		(26)		25,962
U.S. government agency debt securities		9,019		3		(1)		9,021		43,492		—		(30)		43,462
Total marketable securities	$	66,256	$	5	$	(15)	$	66,246	$	137,861	$	—	$	(101)	$	137,760

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	December 31, 2015								December 31, 2016
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gain		Loss		Value		Cost		Gain		Loss		Value
Marketable securities:
Corporate debt securities	$	46,270	$	—	$	(125)	$	46,145	$	51,352	$	—	$	(59)	$	51,293
Commercial paper		9,789		—		—		9,789		20,463		—		—		20,463
Asset-backed securities		6,234		—		(14)		6,220		28,692		6		(1)		28,697
U.S. government agency debt securities		20,048		—		(15)		20,033		43,505		8		(3)		43,510
Total marketable securities	$	82,341	$	—	$	(154)	$	82,187	$	144,012	$	14	$	(63)	$	143,963

As of September 30, 2016 and December 31, 2015, the Company’s investments in corporate debt securities had credit ratings of A and above and remaining maturities of less than 12 months and less than 15 months, respectively.

4. Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30,		December 31,			March 31,		December 31,
	2016		2015		2017		2016
Computer equipment	$	340	$	262	$	331	$	310
Manufacturing equipment		131		101		402		149
Furniture and fixtures		112		39		116		115
Leasehold improvements						33		33
Property and equipment, gross		583		402		882		607
Less: Accumulated depreciation		(122)		(42)
Accumulated depreciation						(176)		(126)
Property and equipment, net	$	461	$	360	$	706	$	481

Depreciation expense was ~~$32~~$50 and $21 for ~~each of~~ the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, and was $80 and $57 for the nine months ended September 30, 2016 and 2015,~~ respectively.

5. Accrued Expenses

Accrued expenses consisted of the following:


	September 30,		December 31,			March 31,		December 31,
	2016		2015		2017		2016
Research and development expenses	$	1,489	$	123	$	1,250	$	1,166
Employee-related expenses		1,088		—
Licensing fees		—		250
Employee compensation expenses						515		1,732
Vixen contract payable		100		—		100		100
Professional fees		37		283		109		77
Other		103		89		59		303
Total accrued expenses	$	2,817	$	745	$	2,033	$	3,378

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6. Stockholders’ Equity

Preferred Stock

As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of undesignated preferred stock. No shares of preferred stock were outstanding as of ~~September 30, 2016~~March 31, 2017 or December 31, ~~2015.~~2016.

Common Stock

As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the Company’s amended and restated certificate of incorporation authorized the Company to issue 100,000,000 shares of $0.00001 par value common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to any preferential dividend rights of any series of preferred stock that may be outstanding. No dividends have been declared through ~~September 30, 2016.~~March 31, 2017.

7. Stock‑Based Awards

~~2012 Equity Compensation Plan~~

Upon the 2015 Equity Incentive Plan (the “2015 Plan”), described below, becoming effective, no further grants may be made under the 2012 Equity Compensation Plan, as amended and restated (the “2012 Plan”).

The Company granted a total of 1,140,524 stock options under the 2012 Plan, of which 1,075,667 were outstanding as of September 30, 2016 and all of which were outstanding as of December 31, 2015. Stock options granted under the 2012 Plan vest over four years and expire after ten years. As required, the exercise price for the stock options granted under the 2012 Plan was not less than the fair value of common shares as determined by the Company as of the date of grant.

2015 Equity Incentive Plan

On September 15, 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”), and on September 16, 2015, the Company’s stockholders approved the 2015 Plan. The 2015 Plan ~~which~~ became effective in connection with the ~~IPO~~Company’s initial public offering in October 2015. Beginning at the time the 2015 Plan became effective, no further grants may be made under the Company’s 2012 Equity Compensation Plan, as amended and restated (the “2012 Plan”). The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance stock awards, cash-based awards and other stock-based awards. The number of shares initially reserved for issuance under the 2015 Plan was 1,643,872 shares of common stock. The number of shares of common stock that may be issued under the 2015 Plan will automatically increase on January 1 of each year, beginning on January 1, 2016 and ending on January 1, 2025, in an amount equal to the lesser of (i) 4.0% of the shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or (ii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that expire, are otherwise terminated, settled in cash or repurchased by the Company under the 2015 Plan and the 2012 Plan will be added back to the shares of common stock available for issuance under the 2015 Plan. As of January 1, ~~2016,~~2017, the number of shares of common stock that may be issued under the 2015 Plan was automatically increased by ~~806,300~~1,042,367 shares. As of ~~September 30, 2016, 1,608,205~~March 31, 2017, 1,662,666 shares remained available for grant under the 2015 Plan.

2012 Equity Compensation Plan

Upon the 2015 Plan becoming effective, no further grants can be made under the 2012 Plan. The Company granted stock options to purchase a total of 1,140,524 shares under the 2012 Plan, of which 1,003,647 and 1,049,667 were outstanding as of March 31, 2017 and December 31, 2016, respectively. Stock options granted under the 2012 Plan vest over four years and expire after ten years. As required, the exercise price for the stock options granted under the 2012 Plan was not less than the fair value of common shares as determined by the Company as of the date of grant.

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Stock Option Valuation

The weighted average assumptions the Company used to estimate the fair value of stock options granted during the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ were as follows:


					Three Months Ended
	Nine Months Ended September 30,				March 31,
	2016		2015		2017		2016

Risk-free interest rate	1.41	%	1.73	%	2.10	%	1.49	%
Expected term (in years)	6.5		6.2		6.0		7.3
Expected volatility	96.60	%	96.65	%	95.20	%	99.97	%
Expected dividend yield	0	%	0	%	0	%	0	%

The Company recognizes compensation expense for awards over their vesting period. Compensation expense for awards includes the impact of forfeitures in the period when they occur.

Stock Options

The following table summarizes stock option activity from January 1, ~~2016~~2017 through ~~September 30, 2016:~~March 31, 2017:

Weighted


Weighted

Average

Average

Remaining

Aggregate

Number

Exercise

Contractual

Intrinsic

of Shares

Price

Term

Value

(in years)

Outstanding as of December 31, 2015

1,738,524

$
13.23

9.51

$
24,722

Granted

222,528

20.10

Exercised

(25,990)

0.55

Forfeited and canceled

(67,561)

15.69

Outstanding as of September 30, 2016

1,867,501

$
14.13

8.80

$
22,921

Options vested and expected to vest as of September 30, 2016

1,867,501

$
14.13

8.80

$
22,921

Options exercisable as of September 30, 2016

384,223
(1)
$
5.54

8.07

$
7,713


					Weighted
			Weighted		Average
			Average		Remaining	Aggregate
	Number		Exercise		Contractual	Intrinsic
	of Shares		Price		Term	Value
					(in years)
Outstanding as of December 31, 2016	2,702,350		$	18.94	9.05	$	24,434
Granted	16,000			27.30
Exercised	(35,363)			5.92
Forfeited and cancelled	(26,046)			16.83
Outstanding as of March 31, 2017	2,656,941		$	19.19	8.83	$	28,246
Options vested and expected to vest as of March 31, 2017	2,656,941		$	19.19	8.83	$	28,246
Options exercisable as of March 31, 2017	636,268	(1)	$	11.09	8.20	$	11,919

(1)

All options granted under the 2012 Plan are exercisable immediately, subject to a repurchase right in the Company’s favor that lapses as the option vests. This amount reflects the number of shares under options that were vested, as opposed to exercisable, as of ~~September 30, 2016.~~March 31, 2017.

The weighted average grant date fair value of stock options granted during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 was ~~$15.83~~$21.06 per share.

The intrinsic value of a stock option is calculated as the difference between the exercise price of the stock option and the fair value of the underlying common stock, and cannot be less than zero.

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Restricted Stock Units

The following table summarizes RSU activity from January 1, ~~2016~~2017 through ~~September 30, 2016:~~March 31, 2017:


		Weighted			Weighted
		Average			Average
		Grant Date			Grant Date
	Number	Fair Value		Number	Fair Value
	of Shares	Per Share		of Shares	Per Share
Outstanding as of December 31, 2015	53,800	$	28.68
Outstanding as of December 31, 2016				219,614	$	27.43
Granted	37,200		20.32	—		—
Vested	—		—	(3,425)		20.28
Forfeited and cancelled	(2,000)		28.68	(1,846)		24.40
Outstanding as of September 30, 2016	89,000	$	25.19
Outstanding as of March 31, 2017				214,343	$	27.57

~~The Company did not grant RSUs during the nine months ended September 30, 2015.~~

Stock‑Based Compensation

The following table summarizes stock‑based compensation expense recorded by the ~~Company for the three and nine months ended September 30, 2016 and 2015:~~Company:


									Three Months Ended
	Three Months Ended September 30,				Nine Months Ended September 30,				March 31,
	2016		2015		2016		2015		2017		2016
Research and development	$	623	$	47	$	1,577	$	74	$	1,217	$	421
General and administrative		995		111		2,617		169		1,936		801
	$	1,618	$	158	$	4,194	$	243
Total stock-based compensation expense									$	3,153	$	1,222

As of ~~September 30, 2016,~~March 31, 2017, the Company had unrecognized stock‑based compensation expense for stock options and RSUs of ~~$16,483~~$31,416 and ~~$1,884,~~$5,105, respectively, which is expected to be recognized over weighted average periods of ~~3.14~~3.26 years and ~~3.36~~2.66 years, respectively.

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8. Net Loss per Share

Basic and diluted net loss per share ~~attributable to common stockholders~~ is summarized in the following table:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015

2016

2015

Numerator:













Net loss

$
(10,694)

$
(10,632)

$
(36,604)

$
(15,849)

Accretion of redeemable convertible preferred stock

—

(1,020)

—

(2,353)

Net loss attributable to common stockholders

$
(10,694)

$
(11,652)

$
(36,604)

$
(18,202)

Denominator:

Weighted average shares of common stock outstanding

21,415,871

2,730,427

20,752,590

2,730,427

Less: Weighted average shares of unvested restricted common stock outstanding

—

(455,810)

—

(574,742)

Weighted average common shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted

21,415,871

2,274,617

20,752,590

2,155,685

Net loss per share attributable to common stockholders, basic and diluted

$
(0.50)

$
(5.12)

$
(1.76)

$
(8.44)


	Three Months Ended
	March 31,
	2017		2016
Numerator:
Net loss	$	(12,559)	$	(13,039)
Denominator:
Weighted average shares of common stock outstanding		26,080,806		20,171,518
Net loss per share, basic and diluted	$	(0.48)	$	(0.65)

The Company’s potentially dilutive securities, which included stock options, RSUs, preferred stock and shares of restricted common stock that were issued but not yet vested, have been excluded from the computation of diluted net loss per share since the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share ~~attributable to common stockholders~~ is the same. The following table presents potential common shares excluded from the calculation of diluted net loss per share ~~attributable to common stockholders~~ for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2016~~

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March 31, 2017 and ~~2015.~~2016. All share amounts presented in the table below represent the total number outstanding as of ~~September 30.~~March 31, 2017 and 2016.



			March 31,
	2016	2015	2017	2016

Stock options to purchase common stock	1,867,501	1,140,524	2,656,941	1,807,024
Restricted stock unit awards	89,000	—	214,343	67,500
Unvested restricted common stock	—	399,757
Convertible preferred stock (as converted to common stock)	—	11,677,076
	1,956,501	13,217,357
Total potential common shares			2,871,284	1,874,524

9. Commitments and Contingencies

~~Sublease~~Agreements for Office Space

In August 2013, the Company entered into a sublease agreement with a related party (see Note 10), which was subsequently amended and restated in March 2014, for its office space with a term ending on November 30, 2016. ~~As part~~The Company further amended the terms of ~~an amendment to the~~this sublease agreement ~~entered into~~ in December 2014, ~~the Company increased the amount of office space to be subleased~~August 2015, February 2016 and ~~agreed to new monthly terms commencing in January 2015. On August 14, 2015, the Company further amended its sublease agreement~~October 2016 to increase the square footage of the space ~~and~~being subleased and/or agree to ~~extend~~new sublease terms. The August 2015 amendment extended the term of the lease to November 2019. ~~Effective December 1, 2015,~~

In November 2016, the Company ~~further amended~~entered into a lease agreement with a third-party for additional office space in the same building as its ~~sublease agreement to increase the square footage~~headquarters with a term beginning in February 2017 and ~~agreed to new monthly sublease terms.~~ ending in November 2019.

Rent expense ~~under operating leases~~ was ~~$66~~$84 and ~~$34~~$52 for the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and was $178 and $86 for the nine months ended September 30, 2016 and 2015,~~ respectively. The Company recognizes rent expense on a straight-line basis over the term of the lease and has accrued for rent expense incurred but not yet paid.

As of March 31, 2017, future minimum lease payments under these agreements are as follows:


Year Ending December 31,
2017	$	266
2018		363
2019		339
2020		—
2021		—
Thereafter		—
Total	$	968

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~~Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not yet paid.~~

~~As of September 30, 2016, future minimum lease payments under the sublease were as follows:~~

Years Ending December 31,

2016

$
65

2017

263

2018

268

2019

251

2020

—

Total

$
847

10. Related Party Transactions

In August 2013, the Company entered into a sublease agreement with NeXeption, Inc. ("NeXeption"), which was subsequently amended and restated in March 2014 and further amended in December ~~2014 and August 2015.~~2014. In August 2015, pursuant to an Assignment and Assumption Agreement, NeXeption, Inc. assigned all interests, rights, duties and obligations under the sublease to NST Consulting, LLC, a wholly-owned subsidiary of NST, LLC. Following the Assignment and Assumption Agreement, the sublease was further amended in August 2015, February 2016 and October 2016. Mr. Stephen Tullman, the chairman of the Company’s board of directors, was an executive officer of NeXeption and is also the manager of NST Consulting, LLC and NST, LLC. Total payments made under the sublease during the three months ended ~~September 30,~~March 31, 2017 and 2016 were $75 and ~~2015 were $64 and $44, respectively, and during the nine months ended September 30, 2016 and 2015 were $179 and $97,~~$59, respectively.

In February 2014, the Company entered into a services agreement with NST, LLC (the “NST Services Agreement”), pursuant to which NST, LLC provided certain pharmaceutical development, management and other administrative services to the Company. Under the same agreement, the Company also provided services to another company under common control with the Company and NST, LLC and was reimbursed by NST, LLC for those services. In addition to Mr. Tullman’s role as manager of NST, LLC, several of the Company’s executive officers are members of NST, LLC.

The NST Services Agreement was amended in ~~January 2015~~December 2014 pursuant to which NST, LLC assigned all interests, rights, duties and obligations under the NST Services Agreement to NST Consulting, LLC. Under the NST Services Agreement, as amended, NST Consulting, LLC provides services to the Company and the Company provides services to another company under common control with the Company and NST Consulting, LLC. The NST Services Agreement was further amended in August 2015, ~~and~~ November 2015, January 2016 and December 2016 to adjust the amount of services the Company is obligated to provide to NST Consulting, LLC and the amount of services NST Consulting, LLC is obligated to provide to the Company. The Company may offset any payments owed by the Company to NST Consulting, LLC against payments that are owed by NST Consulting, LLC to the Company for the provision of personnel, including consultants, to the Company.

~~Table of Contents~~

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ amounts included in the consolidated statement of operations for the NST Services Agreement are summarized in the following table:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2016		2015		2016		2015		2017		2016
Services provided by NST Consulting, LLC	$	79	$	105	$	237	$	358	$	56	$	79
Services provided to NST Consulting, LLC		(15)		(69)		(45)		(186)		(11)		(15)
General and administrative expense, net	$	64	$	36	$	192	$	172	$	45	$	64

Services provided by NST Consulting, LLC	$	60	$	—	$	181	$	—	$	—	$	60
Services provided to NST Consulting, LLC		(21)		(63)		(63)		(190)		—		(21)
Research and development expense, net	$	39	$	(63)	$	118	$	(190)	$	—	$	39

Services provided by NST Consulting, LLC	$	139	$	105	$	418	$	358	$	56	$	139
Services provided to NST Consulting, LLC		(36)		(132)		(108)		(376)		(11)		(36)
Total, net	$	103	$	(27)	$	310	$	(18)	$	45	$	103


Payments made to NST	$	88	$	(2)	$	263	$	13
Net payments made to NST									$	135	$	58

The Company ~~did not have any open invoices~~had $3 and $91 payable to NST Consulting, LLC under the NST Services Agreement as of ~~either September 30, 2016 or~~

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March 31, 2017 and December 31, ~~2015.~~2016, respectively.

11. Agreements Related to Intellectual Property

Assignment Agreement and Finder’s Services Agreement

In August 2012, the Company entered into an assignment agreement with the Estate of Mickey Miller, or the Miller Estate, under which the Company acquired some of the intellectual property rights covering A-101. In connection with obtaining the assignment of the intellectual property from the Miller Estate, the Company also entered into a separate finder’s services agreement with KPT Consulting, LLC. In February 2016, under the terms of the assignment agreement and the finder’s services agreement, the Company made a one-time milestone payment of $300 upon the dosing of the first human subject with A-101 40% Topical Solution in the Company’s Phase 3 clinical trial. The payment was recorded as general and administrative expense during the ~~nine~~three months ended ~~September 30,~~March 31, 2016.

Under the finder’s services agreement, the Company is obligated to make an additional milestone payment of $1,000 upon the ~~submission~~achievement of ~~an NDA for A-101~~specified development and regulatory milestones and up to $4,500 upon the achievement of specified commercial milestones. Under each of the assignment agreement and the finder’s services agreement, the Company is also obligated to pay royalties on sales of A-101 or related products, at low single-digit percentages of net sales, subject to reduction in specified circumstances. The Company has not made any royalty payments to date under either agreement. Both agreements will terminate upon the expiration of the last pending, viable patent claim of the patents acquired under the assignment agreement, but no sooner than 15 years from the effective date of the agreements.

~~Table of Contents~~

Stock Purchase Agreement with Vixen Pharmaceuticals, Inc. and License Agreement with Columbia University

On March 24, 2016, the Company entered into a stock purchase agreement (the “Vixen Agreement”) with Vixen, JAK1, LLC, JAK2, LLC and JAK3, LLC (together with JAK1, LLC and JAK2, LLC, the “Selling Stockholders”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Selling Stockholders. Pursuant to the Vixen Agreement, the Company acquired all shares of Vixen’s capital stock from the Selling Stockholders (the “Vixen Acquisition”). Following the Vixen Acquisition, Vixen became a wholly-owned subsidiary of the Company. Pursuant to the Vixen Agreement, the Company paid $600 upfront and issued an aggregate of 159,420 shares of the Company’s common stock to the Selling Stockholders. The Company is obligated to make annual payments of $100 on March 24th of each year, through March 24, 2022, with such amounts being creditable against specified future payments that may be paid under the Vixen Agreement.

The Company is obligated to make aggregate payments of up to $18,000 to the Selling Stockholders upon the achievement of specified pre-commercialization milestones for three products in the United States, the European Union and Japan, and aggregate payments of up to $22,500 upon the achievement of specified commercial milestones. With respect to any commercialized products covered by the Vixen Agreement, the Company is obligated to pay low single-digit royalties on net sales, subject to specified reductions, limitations and other adjustments, until the date that all of the patent rights for that product have expired, as determined on a country-by-country and product-by-product basis or, in specified circumstances, ten years from the first commercial sale of such product. If the Company sublicenses any of Vixen’s patent rights and know-how acquired pursuant to the Vixen Agreement, the Company will be obligated to pay a portion of any consideration the Company receives from such sublicenses in specified circumstances.

As a result of the transaction with Vixen, the Company became party to the Exclusive License Agreement, by and between Vixen and the Trustees of Columbia University in the City of New York (“Columbia”), dated as of December 31, 2015 (the “License Agreement”). Under the License Agreement, the Company is obligated to pay Columbia an annual license fee of $10, subject to specified adjustments for patent expenses incurred by Columbia and creditable against any royalties that may be paid under the License Agreement. The Company is also obligated to pay up to an aggregate of $11,600 upon the achievement of specified commercial milestones, including specified levels of net

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sales of products covered by Columbia patent rights and/or know-how, and royalties at a sub-single-digit percentage of annual net sales of products covered by Columbia patent rights and/or know-how, subject to specified adjustments. If the Company sublicenses any of Columbia’s patent rights and know-how acquired pursuant to the License Agreement, it will be obligated to pay Columbia a portion of any consideration received from such sublicenses in specified circumstances. The royalties, as determined on a country-by-country and product-by-product basis, are payable until the date that all of the patent rights for that product have expired, the expiration of any market exclusivity period granted by a regulatory body or, in specified circumstances, ten years from the first commercial sale of such product. The License Agreement terminates on the date of expiration of all royalty obligations thereunder unless earlier terminated by either party for a material breach, subject to a specified cure period. The Company may also terminate the License Agreement without cause at any time upon advance written notice to Columbia.

The Company accounted for the transaction with Vixen as an asset acquisition as the arrangement did not meet the definition of a business pursuant to the guidance prescribed in Accounting Standards Codification Topic 805, Business Combinations. The Company concluded the transaction with Vixen did not meet the definition of a business because the transaction principally resulted in the acquisition of the License Agreement. The Company did not acquire tangible assets, processes, protocols or operating systems. In addition, at the time of the transaction, there were no activities being conducted related to the licensed patents. The Company expensed the acquired intellectual property as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities, and that have no alternative future uses, are expensed at the time the costs are incurred. Accordingly, the Company recorded the $600 upfront payment, the fair value of the shares of common stock issued of $2,355, and the present value of the six non-contingent annual payments as research and development expense in the ~~nine~~three months ended ~~September 30,~~March 31, 2016. Additionally, the Company will record as expense any contingent milestone payments or royalties in the period in which such liabilities are incurred.

~~Table of Contents~~

12. Income Taxes

The Company did not record a federal or state income tax benefit for losses incurred during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ due to the Company’s conclusion that a valuation allowance is required.

13. Subsequent Events

On April 21, 2017, the Company sold 635,000 shares of its common stock at a weighted average price per share of $31.50, for aggregate gross proceeds of approximately $20.0 million. The shares were sold through Cowen and Company, LLC (“Cowen”) pursuant to a sales agreement with them dated November 2, 2016. Following these sales, the Company may offer and sell additional shares of its common stock having an aggregate offering price of up to approximately $55.0 million from time to time through Cowen pursuant to the sales agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions, or the negative of such words or phrases, are intended to identify “forward-looking statements.” We have based these forward-looking statements on our current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to a number of factors, including risks related to:

our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

the success and timing of our preclinical studies and clinical trials and regulatory approval of protocols for future clinical trials;

the difficulties in obtaining and maintaining regulatory approval of our drug candidates, and the labeling under any approval we may obtain;

our plans and ability to develop, manufacture and commercialize our drug candidates;

our failure to recruit or retain key scientific or management personnel or to retain our executive officers;

the size and growth of the potential markets for our drug candidates and our ability to serve those markets;

regulatory developments in the United States and foreign countries;

the rate and degree of market acceptance of any of our drug candidates;

obtaining and maintaining intellectual property protection for our drug candidates and our proprietary technology;

the successful development of our commercialization capabilities, including sales and marketing capabilities;

recently enacted and future legislation and regulation regarding the healthcare system;

the success of competing therapies and products that are or become available; and

the performance of third parties, including contract research organizations and third-party manufacturers.

These and other factors that could cause or contribute to these differences are described in this Quarterly Report on Form 10-Q in Part II – Item 1A, “Risk Factors,” and under similar captions in our other filings with the Securities and Exchange Commission. Statements made herein are as of the date of the filing of this Form 10-Q with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim, any obligation to update any forward-

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looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes for the year ended December 31, ~~2015,~~2016, which are included in our ~~2015~~2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March ~~23, 2016.~~15, 2017.

Overview

We are a ~~clinical-stage specialty pharmaceutical~~dermatologist-led biotechnology company focused on identifying, developing and commercializing innovative and differentiated ~~drugs~~therapies to address significant unmet needs in medical and aesthetic dermatology. Our lead drug candidate, A-101 40% Topical Solution, is a proprietary formulation of high-concentration hydrogen peroxide topical solution that we are developing as a prescription treatment for seborrheic keratosis, or SK, a common non-malignant skin tumor. We have completed three Phase 2 clinical trials of A-101 in over 300 patients with SK. In these trials, following one or two applications of A-101, we observed clinically relevant and statistically significant improvements in clearing SK lesions on the face, trunk and extremities of the body. In the first quarter of 2016, we initiated two multi-center, ~~double-blind~~randomized, double blinded, vehicle-controlled Phase 3 clinical trials and one ~~open label~~open-label Phase 3 clinical trial of A-101 40% Topical Solution in patients with SK. ~~We completed enrollment of~~In November 2016, we announced positive top-line results from the two pivotal Phase 3 clinical trials, ~~of A-101 for SK in the third quarter of 2016, and expect to report~~which are summarized below. Based on these results, ~~in the fourth quarter of 2016. If the results of these trials are favorable,~~ we ~~plan to submit~~submitted a New Drug Application, or NDA, for A-101 40% Topical Solution for the treatment of SK to the U.S. Food and Drug Administration, or FDA, in ~~the first quarter of~~February 2017, and the NDA was accepted by the FDA in May 2017. The Prescription Drug User Fee Act, or PDUFA, target action date for the completion of the FDA’s review of the NDA is December 24, 2017.We also intend to submit a Marketing Authorization Application, toor MAA, in the European ~~Medicines Agency~~Union in ~~mid-2017.~~

the second half of 2017. We are also developing A-101 45% Topical Solution as a prescription treatment for common warts, also known as verruca ~~vulgaris,~~vulgaris. Additionally, in 2015, we in-licensed exclusive, worldwide rights to certain inhibitors of the Janus kinase, or JAK, family of enzymes, for specified dermatological conditions, including alopecia areata, or AA, vitiligo and ~~A-102,~~androgenetic alopecia, or AGA. In 2016, we acquired additional intellectual property rights for the development and commercialization of certain JAK inhibitors for specified dermatological conditions. We intend to continue to in-license or acquire additional drug candidates and technologies to build a ~~proprietary gel dosage form~~fully integrated dermatology company.

In November 2016, we completed two pivotal Phase 3 clinical trials of ~~hydrogen peroxide, as~~A-101 40% Topical Solution in a ~~prescription~~combined 937 patients who each had a total of four target SK lesions located on the face, trunk and extremities. Each trial met all primary and secondary endpoints for that trial, achieving clinically and statistically significant clearance of SK lesions. Additionally, we completed an open-label safety trial of A-101 40% Topical Solution in November 2016, in which we enrolled 147 patients. Across all three clinical trials, there were no treatment-related serious adverse events among patients treated with A-101 40% Topical Solution, and the most common adverse events reported were nasopharyngitis and sinusitis which were determined to be unrelated to A-101 40% Topical Solution. Based on these results, we submitted an NDA for A-101 40% Topical Solution for the treatment of SK to the FDA in February 2017, and the NDA was accepted by the FDA in May 2017. The PDUFA target action date for the completion of the FDA’s review of the NDA is December 24, 2017. We also intend to submit an MAA in the European Union in the second half of 2017. If approved, A-101 40% Topical Solution would become the first FDA-approved medication for the treatment of SK.

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We are also developing A-101 45% Topical Solution for the treatment of common warts. Although common warts are generally not harmful and in most cases eventually clear without medical treatment, they may be painful and aesthetically unattractive and are contagious. On an annual basis, 1.9 million people are diagnosed with common warts. Common warts can be removed with slow-acting, over-the-counter products containing salicylic acid. As with SK, cryosurgery is the most frequently used in-office treatment for ~~SK and~~common warts. No prescription drugs have been approved by the FDA for the treatment of common warts. We ~~recently~~ completed a Phase 2 clinical trial in August 2016 evaluating 40% and 45% concentrations of A-101 for the treatment of common warts. In this Phase 2 clinical trial, in which 90 patients completed an eight-week treatment period, we observed statistically significant improvements in the mean change in the Physician’s Wart Assessment, or PWA, score and in complete clearance of common warts in patients treated with the 45% concentration of A-101 compared to placebo. ~~Based on these results,~~In mid-2017, we plan to ~~continue~~commence two additional Phase 2 clinical trials of A-101 45% Topical Solution to assess the ~~development of the 45% concentration of A-101~~dose frequency as a treatment for common ~~warts.~~warts in adult and pediatric populations. We expect to report results from these additional Phase 2 clinical trials in the first half of 2018.

~~We have also in-licensed~~In addition, we are developing the ~~exclusive, worldwide rights to inhibitors of the Janus kinase, or JAK, family of enzymes, for specified dermatological conditions. We plan to develop these~~ JAK inhibitors, ATI-50001 and ATI-50002, which we in-licensed from Rigel Pharmaceuticals, Inc., or Rigel, as potential treatments for AA. AA is an autoimmune dermatologic condition typically characterized by patchy non-scarring hair loss ~~associated with an autoimmune skin disease~~on the scalp and body. More severe forms of AA include total scalp hair loss, known as alopecia ~~areata,~~totalis, and total hair loss on the scalp and body, known as alopecia universalis. AA affects up to 2.0% of people globally at some point during their lifetime (i.e. incidence) and up to 0.2% of people are affected at any given time (i.e. prevalence) - with two-thirds of affected individuals being 30 years old or younger at the time of disease onset. Treatment options for the less severe, patchy forms of AA include corticosteroids, either topically applied or injected directly into the scalp where the bare patches are located, or the induction of an allergic reaction at the site of hair loss using a topical contact sensitizing agent, an approach known as topical immunotherapy. The same treatment options are utilized for the more severe forms of AA, although utilization of these treatment options for the more severe forms of AA is limited due to limited efficacy, certain side effects, and ~~potentially~~their impracticality for ~~other dermatological conditions,~~extensive surface areas. We are developing ATI-50001 as ~~well~~an oral treatment for alopecia totalis and alopecia universalis and ATI-50002 as ~~other JAK inhibitor compounds.~~a topical treatment for patchy AA. We submitted an ~~investigational new drug~~Investigational New Drug application, or IND, to the FDA for ATI-50001 in October 2016, and ~~intend~~we completed a Phase 1 clinical trial to ~~commence a proof-of-concept trial for~~evaluate the pharmacokinetic and pharmacodynamic properties of this drug candidate in the first quarter of 2017. We plan to initiate a Phase 2 clinical trial for ATI-50001, for the treatment of alopecia totalis and alopecia universalis, in the second half of 2017. We ~~intend~~plan to submit an IND to the FDA for ATI-50002, for the treatment of patchy AA, in mid-2017, and to commence a ~~proof-of-concept~~Phase 2 clinical trial ~~for this drug candidate~~ in the ~~first~~second halfof 2017. We expect the Phase 2 clinical trials for ATI-50001, for the treatment of alopecia totalis and alopecia universalis, and for ATI-50002, for the treatment of patchy AA, each to take approximately one year to complete. We also ~~intend~~plan to ~~in-license or acquire additional drug candidates~~develop ATI-50001 and ATI-50002 as potential treatments for ~~other dermatological conditions~~vitiligo, a disorder in which white patches of skin appear on different parts of the body. We plan to ~~build~~commence a ~~fully integrated dermatology company.~~Phase 2 clinical trial for ATI-50002, for the treatment of vitiligo, in the second halfof 2017.

Since our inception in July 2012, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, developing A-101 40% Topical Solution for the treatment of SK, building our intellectual property portfolio, developing our supply chain and engaging in other discovery and clinical activities in dermatology. Through the date of this report, we have not generated any revenue and have financed our operations with ~~$71.5 million of gross proceeds from~~ sales of our convertible preferred stock, as well as net proceeds ~~of $56.6 million~~ from our initial public offering, or IPO, in October 2015, ~~and net proceeds of $18.5 million from~~ a private placement of our common stock in June ~~2016.~~2016, and from a follow-on public offering of our common stock in November 2016 and our at-the-market facility with Cowen and Company LLC, or Cowen. We do not expect to generate significant revenue unless and until we obtain marketing approval for and commercialize A-101 40% Topical Solution for the treatment of SK or one of our other current or future drug candidates.

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Since our inception, we have incurred significant operating losses. Our net loss was ~~$20.6~~$48.1 million for the year ended December 31, ~~2015~~2016 and ~~$36.6~~$12.6 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. As of ~~September 30, 2016,~~March 31, 2017, we had an accumulated deficit of ~~$79.4~~$103.5 million. We expect to incur significant expenses and operating losses for the foreseeable future as we advance our drug candidates from discovery through preclinical development and clinical trials, ~~and~~ seek ~~regulatory~~marketing approval and pursue commercialization of any approved drug candidate. In addition, if we obtain

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marketing approval for any of our drug candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. In addition, we may incur expenses in connection with the in-license or acquisition of additional drug candidates. Furthermore, we have incurred and expect to continue to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses that we did not incur as a private company. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on commercially acceptable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our drug candidates or delay our pursuit of potential in-licenses or acquisitions.

Components of Our Results of Operations

Revenue

We have not generated any revenue since our ~~inception and do not expect to generate any revenue from the sale of products in the near future.~~inception.

Research and Development Expenses

Research and development ~~expense consists~~expenses consist of expenses incurred in connection with the discovery and development of our drug candidates. ~~We expense research and development costs as incurred.~~ These expenses include:

expenses incurred under agreements with contract research organizations, or CROs, as well as ~~investigator~~investigative sites and consultants that conduct our clinical trials and preclinical studies;

manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials and commercial materials, including manufacturing validation batches;

outsourced professional scientific development services;

employee-related expenses, which include salaries, benefits and stock-based compensation;

depreciation of manufacturing equipment;

payments made under agreements with third parties under which we have acquired or licensed intellectual property;

expenses relating to regulatory activities, including filing fees paid to regulatory agencies; and

laboratory materials and supplies used to support our research activities.

We expense research and development costs as incurred. Our direct research and development expenses primarily consist of external costs including fees paid to CROs, consultants, investigator sites, regulatory agencies and third-parties that manufacture our preclinical and clinical trial materials, and are tracked on a program-by-program basis. We do not allocate personnel costs, facilities or other indirect expenses, which are included within “Personnel and other costs” in the table below, to specific research and development programs.

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The following table summarizes our research and development expenses for the periods presented:


	Three Months Ended March 31,
	2017		2016
	(In thousands)
A-101 Topical Solution (40% and 45%)	$	1,363	$	3,223
JAK inhibitors		2,555		1,439
Vixen acquisition		—		3,385
Other		50		33
Total direct research and development expenses		3,968		8,080
Personnel and other costs		2,587		1,034
Share-based compensation		1,217		421
Total research and development expenses	$	7,772	$	9,535

Research and development activities are central to our business model. Drug candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical ~~trials and long-term toxicology studies.~~trials. We expect our research and development expenses to increase significantly over the next several years as we increase personnel costs, including stock-based compensation, ~~complete Phase 3 clinical trials~~continue to conduct pre-commercial activities related to A-101 40% Topical Solution for the treatment of ~~A-101 in patients with~~ SK, and conduct ~~other~~ clinical trials and prepare regulatory filings for ~~A-101 and~~ our other drug candidates.

The successful development of our drug candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the remainder of the development of, or when, if ever, material net cash inflows may commence from any of our ~~other~~ drug candidates. This uncertainty is due to the numerous risks and uncertainties associated with the duration and cost of clinical trials, which vary significantly over the life of a project as a result of many factors, including:

the number of clinical sites included in the trials;

the length of time required to enroll suitable patients;

the number of patients that ultimately participate in the trials;

the number of doses patients receive;

the duration of patient follow-up; and

the results of our clinical trials.

Our expenditures are subject to additional uncertainties, including the terms and timing of ~~regulatory~~marketing approvals, and the expense of filing, prosecuting, defending and enforcing any patent claims or other intellectual property rights. We may ~~not~~never succeed in achieving ~~regulatory~~marketing approval for any of our drug candidates. We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some drug candidates or focus on others. A change in the outcome of any of these variables with respect to the development of a drug candidate could mean a significant change in the costs and timing associated with the development of that drug candidate. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Drug commercialization will take several years and millions of dollars in development costs.

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General and Administrative Expenses

General and administrative expenses consist principally of salaries and related costs for personnel in executive, administrative, ~~commercial,~~ finance and legal functions, including stock-based compensation, travel expenses and recruiting expenses. Other general and administrative expenses include facility-related costs, patent filing and prosecution costs, ~~and~~ professional fees for ~~market research,~~marketing, legal, auditing and tax services, ~~travel expenses, recruiting expenses, facility related costs,~~ insurance costs, as well as payments made under our ~~related-party~~related party services agreement and milestone payments under our finder’s services agreement.

We anticipate that our general and administrative expenses will increase as a result of increased personnel costs, including stock-based compensation, expanded infrastructure and higher consulting, legal and tax-related services associated with maintaining compliance with ~~stock exchange listing~~NASDAQ and SEC requirements, accounting and investor relations costs, ~~director compensation,~~ and director and officer insurance premiums associated with being a public company. Additionally, if and when we believe ~~regulatory~~a marketing approval of a drug candidate appears likely, we anticipate

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an increase in payroll and other expenses ~~will increase~~ as a result of our preparation for commercial operations, ~~related~~especially as it relates to the sales and marketing of that drug candidate.

Other Income, Net

Other income, net consists of interest earned on our cash, cash equivalents and marketable securities, interest expense, and gains and losses on transactions denominated in foreign currencies.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no material changes to our critical accounting policies and use of estimates as disclosed in the footnotes to our audited consolidated financial statements for the year ended December 31, ~~2015~~2016 included in our ~~2015~~2016 Annual Report on Form 10-K filed with the SEC on March ~~23, 2016.~~15, 2017.

Recently Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-01, Business Combinations-Clarifying the Definition of a Business (Topic 805). The amendments in this ASU provide a screen to determine when a set of acquired assets and/or activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The amendments in this ASU will reduce the number of transactions that meet the definition of a business. ASU 2017-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years, and early adoption will be permitted. We are assessing the potential impact of ASU 2017-01 on our consolidated financial statements.

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Results of Operations

Comparison of Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~

The following table summarizes our results of operations for the three months ended ~~September 30, 2016~~March 31, 2017 and ~~2015:~~2016:


	Three Months Ended September 30,						Three Months Ended March 31,
	2016		2015		Change		2017		2016		Change
	(In thousands)						(In thousands)
Revenue	$	—	$	—	$	—	$	—	$	—	$	—
Operating expenses:
Research and development		7,162		9,407		(2,245)		7,772		9,535		(1,763)
General and administrative		3,650		1,233		2,417		5,158		3,604		1,554
Total operating expenses		10,812		10,640		172		12,930		13,139		(209)
Loss from operations		(10,812)		(10,640)		(172)		(12,930)		(13,139)		209
Other income, net		118		8		110		371		100		271
Net loss	$	(10,694)	$	(10,632)	$	(62)	$	(12,559)	$	(13,039)	$	480

Research and Development Expenses

Research and development expenses were ~~$7.2~~$7.8 million for the three months ended ~~September 30, 2016,~~March 31, 2017, compared to ~~$9.4~~$9.5 million for the three months ended ~~September 30, 2015.~~March 31, 2016. The decrease of ~~$2.2~~$1.8 million was primarily driven by ~~an $8.0~~$3.4 million ~~upfront payment made to Rigel for~~in expenses associated with the ~~ATI-50001 and ATI-50002 JAK inhibitor drugs~~acquisition of Vixen Pharmaceuticals, Inc., or Vixen, in the three months ended ~~September 30, 2015,~~March 31, 2016, for which there was no similar transaction in the ~~three months ended September 30, 2016.~~current year period. Excluding the ~~payment to Rigel,~~Vixen acquisition, research and development expenses increased ~~$5.7~~$1.6 million, primarily driven by ~~a $2.3 million increase in costs associated with the development of A-101 for the treatment of SK, a $0.1 million~~

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~~increase in costs related to the development of A-101 for the treatment of common warts,~~ an increase of ~~$1.9~~$1.1 million in preclinical development expenses related to the JAK inhibitor technology, an increase of ~~$0.6~~$0.5 million in payroll-related expenses due to ~~increased~~higher headcount, ~~and~~ an $0.8 million increase ~~of $0.6 million~~ in stock-based compensation ~~expense.~~expense, $0.4 million of expenses associated with the filing of the NDA for A-101 40% Topical Solution during the three months ended March 31, 2017, and a $1.0 million increase in expenses related to medical affairs, partially offset by a $2.1 million decrease in costs associated with the development of A-101 40% Topical Solution as a result of our Phase 3 clinical trials ending in November 2016.

General and Administrative Expenses

General and administrative expenses were ~~$3.7~~$5.2 million for the three months ended ~~September 30, 2016,~~March 31, 2017, compared to ~~$1.2~~$3.6 million for the three months ended ~~September 30, 2015.~~March 31, 2016. The increase of ~~$2.4~~$1.6 million was primarily attributable to ~~increases~~an increase of ~~$0.6~~$0.4 million in payroll-related expenses due to increased headcount, ~~$0.9~~$1.1 million in higher stock-based compensation expense, ~~$0.3 million in professional fees associated with being a public company,~~ and a ~~$0.3~~$0.4 million increase in market research expenses related to pre-commercial activities for ~~A-101.~~A-101 40% Topical Solution partially offset by a $0.3 million one-time milestone payment pursuant to the finder’s services agreement related to A-101 40% Topical Solution which was expensed in the first quarter of 2016.

Other Income, Net

The increase in other income, net was primarily due to higher invested balances of marketable securities as a result of funds received from our ~~IPO in October 2015 and our~~ private placement in June 2016 and our follow-on public offering in November 2016.

~~Comparison of Nine Months Ended September 30, 2016 and 2015~~

~~The following table summarizes our results of operations for the nine months ended September 30, 2016 and 2015:~~

Nine Months Ended September 30,


2016

2015

Change

(in thousands)

Revenue

$
—

$
—

$
—

Operating expenses:

Research and development

26,533

12,937

13,596

General and administrative

10,407

2,928

7,479

Total operating expenses

36,940

15,865

21,075

Loss from operations

(36,940)

(15,865)

(21,075)

Other income, net

336

16

320

Net loss

$
(36,604)

$
(15,849)

$
(20,755)

~~Research and Development Expenses~~

Research and development expenses were $26.5 million for the nine months ended September 30, 2016, compared to $12.9 million for the nine months ended September 30, 2015. The increase of $13.6 million was primarily attributable to an $8.7 million increase in costs associated with the development of A-101 for the treatment of SK, an increase of $4.9 million in preclinical development expenses related to the JAK inhibitor technology, a $0.7 million increase in costs related to the development of A-101 for the treatment of common warts, an increase of $1.6 million in payroll-related expenses due to increased headcount, and an increase of $1.5 million in stock-based compensation expense. The increases noted above were partially offset by a decrease of $4.6 million in licensing expenses as we incurred $3.4 million of expenses associated with the Vixen acquisition in the nine months ended September 30, 2016, compared to $8.0 million of expense resulting from the upfront payment made to Rigel for the ATI-50001 and ATI-50002 JAK inhibitor drugs during the nine months ended September 30, 2015.

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~~General and Administrative Expenses~~

General and administrative expenses were $10.4 million for the nine months ended September 30, 2016, compared to $2.9 million for the nine months ended September 30, 2015. The increase of $7.5 million was primarily attributable to increases of $1.6 million in payroll-related expenses due to increased headcount, $2.5 million in stock-based compensation expense, $0.4 million in legal and patent expenses related to the Vixen acquisition, $1.5 million in professional fees associated with being a public company, a $0.7 million increase in market research expenses related to pre-commercial activities for A-101, and a $0.3 million one-time milestone payment made during the nine months ended September 30, 2016 pursuant to the finder’s services agreement related to A-101.

~~Other Income, Net~~

The increase in other income, net was primarily due to higher invested balances of marketable securities as a result of funds received from our IPO in October 2015 and our private placement in June 2016.

Liquidity and Capital Resources

Since our inception, we have not generated any revenue and have incurred net losses and negative cash flows from our operations. We have financed our operations since inception through ~~$71.5 million of gross proceeds from~~ sales of our convertible preferred stock, as well as net proceeds ~~of $56.6 million~~ from our IPO in October 2015, ~~and net proceeds of $18.5 million from~~ our private placement in June ~~2016.~~2016, our follow-on public offering in November 2016, and our at-the-market facility with Cowen.

As of ~~September 30, 2016,~~March 31, 2017, we had cash, cash equivalents and marketable securities of ~~$84.0~~$161.4 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation.

We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our sublease obligations and contingent obligations under acquisition and intellectual property licensing agreements, ~~each of~~ which are ~~described below.~~summarized below under “Contractual Obligations and Commitments.”

Initial Public Offering

On October 13, 2015, we closed our IPO in which we sold 5,750,000 shares of common stock at a price to the public of $11.00 per share, for aggregate gross proceeds of $63.3 million. We paid underwriting discounts and commissions of $4.4 million, and we also incurred expenses of $2.3 million in connection with the IPO. As a result, the net offering proceeds to us, after deducting underwriting discounts and commissions and expenses, were $56.6 million.

Private Placement

On June 2, 2016, we closed a private placement in which we sold an aggregate of 1,081,082 shares of common stock at a price of $18.50 per share, for gross proceeds of $20.0 million. We incurred placement agent fees of $1.3 million, and expenses of $0.2 million in connection with the private placement. As a result, the net offering proceeds to us, after deducting placement agent fees and transaction expenses, were $18.5 million.

Follow-On Public Offering

On November 23, 2016, we closed our follow-on public offering in which we sold 4,600,000 shares of common stock at a price to the public of $22.75 per share, for aggregate gross proceeds of $104.7 million. We paid underwriting discounts and commissions of $6.3 million, and we also incurred expenses of $0.2 million in connection with the offering. As a result, the net offering proceeds received by us, after deducting underwriting discounts, commissions and offering expenses, were $98.2 million.

At-The-Market Facility

On April 21, 2017, we sold 635,000 shares of our common stock at a weighted average price per share of $31.50, for aggregate gross proceeds of approximately $20.0 million. The shares were sold through Cowen pursuant to a sales agreement with them dated November 2, 2016. Following these sales, we may offer and sell additional shares of our common stock having an aggregate offering price of up to approximately $55.0 million from time to time through Cowen pursuant to the sales agreement.

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Cash Flows

The following table summarizes our cash flows for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and ~~2015:~~2016:


	Nine Months Ended September 30,				Three Months Ended March 31,
	2016		2015		2017		2016
	(In thousands)				(In thousands)
Net cash used in operating activities	$	(26,531)	$	(16,232)	$	(12,659)	$	(6,894)
Net cash provided by (used in) investing activities		15,915		(7,463)
Net cash provided by investing activities						5,956		10,174
Net cash provided by financing activities		18,561		38,357		209		—
Net increase in cash and cash equivalents	$	7,945	$	14,662
Net (decrease) increase in cash and cash equivalents					$	(6,494)	$	3,280

Operating Activities

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, operating activities used ~~$26.5~~$12.7 million of cash, primarily resulting from our net loss of ~~$36.6 million partially offset by cash provided by changes in our operating assets and liabilities of $3.0~~$12.6 million and by non-cash adjustments of $7.1 million. Net cash provided by changes in our operating assets and liabilities during the nine months ended September 30, 2016 consisted primarily of a $2.9 million increase in accounts payable and accrued expenses. The increase in accounts payable and accrued expenses was primarily due to expenses incurred, but not yet paid, in connection with our Phase 3 clinical trials for A-101 and the timing of vendor invoicing and payments.

~~During the nine months ended September 30, 2015, operating activities used $16.2 million of cash, primarily resulting from our net loss of $15.8 million and~~ cash used by changes in our operating assets and liabilities of ~~$0.7~~$3.3 million, partially offset by non-cash adjustments of $3.2 million. Net cash used inby changes in our operating assets and liabilities during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2017 consisted ~~primarily~~ of a ~~$0.8~~$2.6 million increase in prepaid expenses and other current assets and a ~~$0.5~~$0.7 million decrease in accounts payable ~~which were partially offset by a $0.6 million increase in~~and accrued expenses. The increase in prepaid expenses and other current assets was primarily due to ~~prepayments~~a $2.0 million PDUFA fee paid to the FDA in conjunction with the filing of the NDA for ~~clinical trial expenses.~~A-101 40% Topical Solution. The decrease in accounts payable and accrued expenses was primarily due to bonuses which were earned in 2016 and paid during the three months ended March 31, 2017, partially offset by the timing of vendor invoicing and payments. Non-cash expenses of $3.2 million were primarily composed of share-based compensation expense.

During the three months ended March 31, 2016, operating activities used $6.9 million of cash, primarily resulting from our net loss of $13.0 million partially offset by cash provided by our changes in our operating assets and liabilities of $2.1 million and by non-cash adjustments of $4.0 million. Net cash provided by changes in our operating assets and liabilities during the three months ended March 31, 2016 consisted of a $2.0 million increase in accounts payable and a $0.1 million decrease in prepaid expenses and other current assets. The increase in accounts payable was primarily due to expenses incurred in connection with the commencement of our Phase 3 clinical trials for A-101 40% Topical Solution and the timing of vendor invoicing and payments. The ~~increase~~decrease in ~~accrued~~prepaid expenses and other current assets was primarily due to ~~an increase in accruals for personnel costs~~work performed related to ~~annual bonuses, which~~our clinical trials. Non-cash expenses of $4.0 million were ~~paid~~primarily composed of $2.8 million in ~~December 2015, as well as an increase in accruals for IPO-related expenses.~~ charges associated with the Vixen acquisition and $1.2 million of share-based compensation expense.

Investing Activities

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, investing activities provided ~~$15.9~~$6.0 million of cash, consisting of proceeds from sales and maturities of marketable securities of ~~$49.8~~$23.3 million, partially offset by purchases of marketable securities of ~~$33.7~~$17.2 million and purchases of equipment of $0.2 million.

During the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, investing activities ~~used $7.5~~provided $10.2 million of cash, consisting of ~~purchases of marketable securities of $13.0 million, and purchases of equipment of $0.4 million, partially offset by~~ proceeds from sales and maturities of marketable securities of ~~$5.9~~$10.3 million, partially offset by purchases of equipment of $0.1 million.

Financing Activities

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, financing activities provided ~~$18.6~~$0.2 million of cash ~~primarily~~ from the ~~private placement~~exercise of ~~1,081,082 shares of our common~~employee stock ~~in June 2016.~~

During the nine months ended September 30, 2015, financing activities provided $38.4 million of cash as a result of $39.9 million in proceeds from the issuance of Series C convertible preferred stock, partially offset by $1.5 million of payments for IPO costs.options.

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We had no cash flows from financing activities during the three months ended March 31, 2016.

Funding Requirements

We plan to focus in the near term on the development, ~~regulatory~~marketing approval and potential commercialization of A-101 40% Topical Solution for the treatment of SK. We anticipate we will incur net losses for the next several years as we ~~complete~~continue our clinical development of A-101 40% Topical Solution for the treatment of SK and continue research and development of A-101 45% Topical Solution for the treatment of ~~common warts, A-102 for the treatment of SK and~~ common warts and ATI-50001 and ATI-50002 for the treatment of AA, and potentially for other dermatological conditions, as well as for development of other JAK inhibitor compounds. In addition, we plan to continue to invest in discovery efforts to explore additional drug candidates, ~~potentially~~ build commercial capabilities and expand our corporate infrastructure. We may not be able to complete the development and initiate commercialization of these programs if, among other things, our clinical trials are not successful or if the FDA does not approve A-101 40% Topical Solution or our other drug ~~candidate arising out of our current~~candidates currently in clinical trials when we expect, or at all.

Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, clinical costs, external research and development services, laboratory and related supplies, legal and other regulatory expenses, and administrative and overhead costs. Our future funding requirements will be heavily determined by the resources needed to support development and commercialization of our drug candidates.

As a publicly traded company, we have incurred and will continue to incur significant legal, accounting and other expenses that we were not required to incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC and the NASDAQ Stock Market, requires public companies to implement specified corporate governance practices that were not applicable to us prior to our IPO. We expect ongoing compliance with these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We believe ~~that~~ our existing cash, cash equivalents and marketable securities are sufficient to fund our operating ~~expenses~~ and capital expenditure requirements for a period greater than 12 months from ~~September 30, 2016~~the date of issuance of our unaudited condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q based on our current operating assumptions including the completion of our three Phase 3 clinical trials for A-101 for the treatment of SK, the submission of our NDA with the FDA for the approval of A-101 for the treatment of SK in the United States and the completion of our Phase 2 clinical trials for A-101 45% Topical Solution for the treatment of common ~~warts.~~warts and the continued development of ATI-50001 and ATI-50002 as potential treatments for AA. These assumptions may prove to be wrong, and we could utilize our available capital resources sooner than we expect. We expect that we will require additional capital to commercialize A-101 ~~for the treatment of SK,~~40% Topical Solution, if we receive ~~regulatory~~marketing approval, and to pursue in-licenses or acquisitions of other drug candidates. If we receive ~~regulatory~~marketing approval for A-101 ~~for the treatment of SK,~~40% Topical Solution, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to ~~commercialize.~~commercialize that drug candidate. Additional funds may not be available on a timely basis, on commercially acceptable terms, or at all, and such funds, if raised, may not be sufficient to enable us to continue to implement our long-term business strategy. If we are unable to raise sufficient additional capital, we may need to substantially curtail our planned operations and the pursuit of our growth strategy.

We may raise additional capital through the sale of equity or convertible debt securities. In such an event, your ownership will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of a holder of our common stock.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical drugs, we are unable to ~~precisely~~ estimate the exact amount of our working capital requirements. Our future funding requirements will depend on many factors, including:

the number and characteristics of the drug candidates we pursue;

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the scope, progress, results and costs of researching and developing our drug candidates, and conducting preclinical studies and clinical trials;

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the timing of, and the costs involved in, obtaining ~~regulatory~~marketing approvals for our drug candidates;

the cost of manufacturing our drug candidates and any drugs we successfully commercialize;

our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such agreements;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

the timing, receipt and amount of sales of, or milestone payments related to or royalties on, our current or future drug candidates, if any.

Contractual Obligations and Commitments

We ~~sublease~~occupy office space in Malvern, Pennsylvania under antwo operating ~~sublease agreement with a term~~lease agreements both of which have terms through November 2019, that ~~as amended, requires~~require future aggregate rental payments of ~~$0.1~~$0.3 million during the ~~three~~nine months ending December 31, ~~2016, an aggregate of $0.5~~2017, $0.4 million during the ~~years~~year ending December 31, ~~2017 and~~ 2018, and $0.3 million during the year ending December 31, 2019.

Under the assignment agreement pursuant to which we acquired intellectual property, we have agreed to pay royalties on sales of A-101 40% Topical Solution or related products at rates ranging in low single-digit percentages of net sales, as defined in the agreement. Under the related finder’s services agreement, we have agreed to make ~~a payment~~aggregate payments of up to $1.0 million upon the ~~submission~~achievement of ~~an NDA for A-101.~~specified pre-commercialization milestones, such as clinical trials and regulatory approvals, as described in the agreement. We have also agreed to make aggregate payments of up to $4.5 million upon the achievement of specified commercial milestones. In addition, we have agreed to pay royalties on sales of A-101 40% Topical Solution or related products at a low single-digit percentage of net sales, as defined in the agreement.

Under a commercial supply agreement with a third party, we have agreed to pay a termination fee of up to $0.4 million in the event we terminate the agreement without cause or the third party terminates the agreement for cause.

Under a license agreement with Rigel that we entered into in August 2015, we have agreed to make aggregate payments of up to $80.0 million upon the achievement of specified pre-commercialization milestones, such as clinical trials and regulatory approvals. Further, we have agreed to pay up to an additional $10.0 million to Rigel upon the achievement of a second set of development milestones. With respect to any products we commercialize under the agreement, we will pay Rigel quarterly tiered royalties on our annual net sales of each product developed using the licensed JAK inhibitors at a high single-digit percentage of annual net sales, subject to specified reductions.

Under a commercial license agreement with ~~other third parties~~JAKPharm LLC and Key Organics, LTD that we entered into in November 2015, we have agreed to make aggregate payments of up to ~~$2.35~~$2.4 million upon the achievement of specified pre-commercialization milestones, such as clinical trials and regulatory approvals. We will pay an annual maintenance fee of $50,000, to be credited against any milestone fees or royalties paid in each calendar year. With respect to any products we commercialize under the agreement, we will pay tiered royalties at a low to mid-single-digit percentage of annual net sales, subject to specified reductions, as determined on a country-by-country and product-by-product basis, until the date that all of the patent rights for that product have expired, or in specified countries under specified circumstances, ten years from the first commercial sale of such product.

Under a stock purchase agreement with the selling stockholders of Vixen, ~~Pharmaceuticals, Inc., or Vixen, that we entered into in March 2016, we have agreed~~we are obligated to make aggregate payments of up to $18.0 million upon the achievement of specified pre-commercialization milestones for three products covered by the Vixen patent rights in the United States, the European Union and Japan, and aggregate payments of up to $22.5 million upon the achievement of specified commercial milestones for products covered by the Vixen patent rights.

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~~products covered by the Vixen patent rights.~~ We ~~will pay an annual fee~~are also obligated to make a payment of ~~$100,000, to be credited~~$0.1 million on March 24th of each year, through March 24, 2022, which amounts are creditable against any specified future payments ~~made in each year.~~ that may be paid under the stock purchase agreement. With respect to any products we commercialize under the stock purchase agreement, we ~~will~~are obligated to pay ~~royalties at~~ a low single-digit percentage of annual net sales, subject to specified reductions, limitations and other adjustments, until the date that all of the patent rights for that product have expired, as determined on a country-by-country and product-by-product basis or, in specified circumstances, ten years from the first commercial sale of such product. If we sublicense any of the patent rights and know-how acquired pursuant to the stock purchase agreement, we will be obligated to pay a portion of any consideration we receive from such sublicenses in specified circumstances.

Under a license agreement with ~~the~~The Trustees of Columbia University in the City of New York, or Columbia, ~~University,~~we are obligated to pay an annual license fee of $10,000, subject to specified adjustments for patent expenses incurred by Columbia and creditable against any royalties that ~~we became party to as a result of~~may be paid under the ~~stock purchase agreement with Vixen, we~~license agreement. We are also obligated to pay up to an aggregate of $11.6 million upon the achievement of specified commercial milestones, including specified levels of net sales of products covered by Columbia ~~University~~ patent rights and/or know-how, and royalties at a sub-single-digit percentage of annual net sales of products covered by Columbia ~~University~~ patent rights and/or know-how, subject to specified adjustments. ~~The royalties, as determined on a country-by-country and product-by-product basis, are payable until the date that all~~If we sublicense any of ~~the~~Columbia’s patent rights ~~for that product have expired,~~and know-how acquired pursuant to the ~~expiration~~license agreement, we will be obligated to pay Columbia a portion of any ~~market exclusivity period granted by a regulatory body or,~~consideration received from such sublicenses in specified ~~circumstances, ten years from the first commercial sale of such product.~~circumstances.

We enter into contracts in the normal course of business with CROs for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice, and therefore we believe that our non-cancelable obligations under these agreements are not material.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk related to changes in interest rates. Our cash equivalents and marketable securities consist of money market funds, asset-backed securities, commercial paper, corporate debt securities and government agency debt. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Our marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. However, due to the short-term nature and risk profile of our investment portfolio, we do not expect that an immediate 10% change in market interest rates would have a material effect on the fair market value of our investment portfolio. We have the ability to hold our marketable securities until maturity, and therefore we do not expect our operating results or cash flows to be affected significantly by the effect of a change in market interest rates on our investments.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2016,~~March 31, 2017, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of such date at the reasonable assurance level.

(b) Changes in Internal Controls Over Financial Reporting

There have not been any changes in our internal controls over financial reporting during our fiscal quarter ended ~~September 30, 2016~~March 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. ~~Except for the specified risk factors related to our intellectual property described below, our~~Our risk factors have not changed materially from those described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2016, filed with the SEC on March ~~23, 2016.~~15, 2017.

If we are unable to obtain and maintain patent protection for our drug candidates, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and drugs similar or identical to ours, and our ability to successfully commercialize our technology and drug candidates may be impaired.

Our success depends in large part on our ability to obtain and maintain patent protection in the United States and other countries with respect to our drug candidates. We seek to protect our proprietary position by filing patent applications in the United States and abroad related to our drug candidates.

The patent prosecution process is expensive and time-consuming, however, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our development output before it is too late to obtain patent protection. We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States or vice versa. For example, European patent law restricts the patentability of methods of treatment of the human body more than United States law does. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we or our licensors were the first to make the inventions claimed in our patents or pending patent applications, or that we or our licensors were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may not result in patents being issued that protect our technology or drugs, in whole or in part, or which effectively prevent others from commercializing competitive technologies and drugs. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection.

Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These include provisions that affect the way patent applications are

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prosecuted and may also affect patent litigation. The United States Patent Office recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business and financial condition.

~~Moreover, we may be subject to a third-party preissuance submission of prior art to the U.S. Patent and Trademark Office, or USPTO, or become involved in opposition, derivation, reexamination,~~ ~~inter partes~~ review, post-grant review or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize our technology or drugs and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize drugs without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications that we own or license is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future drug candidates.

Even if our patent applications that we own or license issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative technologies or drugs in a non-infringing manner. For example, the patent applications that we exclusively license from Columbia University that are primarily directed to methods of treating hair loss disorders with JAK inhibitors may not issue or may issue with claims directed to the use of specific JAK inhibitors, which may not be relevant to the JAK inhibitors we intend to commercialize or the JAK inhibitors that our competitor’s may commercialize.

In addition, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and drugs, or limit the duration of the patent protection of our technology and drugs. Our issued U.S. patents, with claims directed to treatment of SK and acrochordons with A-101, are scheduled to expire in 2022. Certain issued U.S. patents relating to our JAK inhibitors, ATI-50001 and ATI-50002, are scheduled to expire in 2023 and additional U.S. patents, with claims specifically directed to our JAK inhibitors, are scheduled to expire in 2030. The issued U.S. patent that we exclusively licensed from Columbia University with claims directed to the use of a third party JAK inhibitor for the treatment of hair loss disorders, including AA and androgenetic alo~~pecia~~, or~~AGA~~, and inducing hair growth, expires in 2031. Given the amount of time required for the development, testing and regulatory review of new drug candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing drugs similar or identical to ours.

~~We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.~~

Competitors may infringe our issued patents or other intellectual property. Our pending applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents or that our patents are invalid or unenforceable. In a patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds

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that our patents do not cover the technology. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly. We may find it impractical or undesirable to enforce our intellectual property against some third parties. For instance, we are aware of third parties that have marketed high-concentration hydrogen peroxide solutions over the internet for the treatment of SK. These parties do not appear to have regulatory authority, and we have not authorized them in any way to market these products. However, to date we have refrained from seeking to enforce our intellectual property rights against these third parties due to the transient nature of their activities. With respect to ATI-50001 and ATI-50002, if we do not elect to exercise our first right to do so, Rigel may enforce the licensed patents relating to ATI-50001 and ATI-50002 against any infringing third party in the field of dermatology. In addition, Rigel has the first right, but not the obligation, to enforce the licensed patents relating to ATI-50001 and ATI-50002 against any infringing party outside of the field of dermatology. With respect to the licensed patents from JAKPharm and Key Organics, if we do not elect to exercise our first right to do so, JAKPharm and Key Organics may enforce the licensed patents relating to an infringement of the licensed JAK compounds against any infringing third party in the field of dermatology. In addition, JAKPharm and Key Organics has the right to enforce the licensed patents relating to an infringement of the licensed JAK compounds against any infringing party outside of the field of dermatology. With respect to the licensed patents from Columbia University, Columbia University has the first right to initiate, control and defend any proceedings related to the validity, enforceability or infringement of the licensed patent rights and in doing so, has no obligation to assert more than one licensed patent in one jurisdiction against a third party. With respect to the licensed patents from Columbia University, if Columbia University does not elect to exercise its first right to do so, we may enforce the licensed patent rights relating to an infringement of the licensed patent rights against any infringing third party.

~~If we breach our license agreement with JAKPharm and Key Organics, it could compromise our development and commercialization efforts for our JAK inhibitors.~~

In November 2015, we entered into an exclusive license agreement with JAKPharm and Key Organics, which grants us the rights to certain patent rights and other intellectual property owned by them relating to certain novel JAK inhibitors. If we materially breach or fail to perform any provision under this license agreement, including failure to make payments to JAKPharm and Key Organics when due for royalties and failure to use commercially reasonable efforts to develop and commercialize a JAK inhibitor, JAK Pharm and Key Organics have the right to terminate our license, and upon the effective date of such termination, our right to practice the licensed JAKPharm and Key Organics’ patent rights and other intellectual property would end. Any uncured, material breach under the license agreement could result in our loss of rights to practice the patent rights and other intellectual property licensed to us under the license agreement with JAKPharm and Key Organics.

~~If we breach our agreement with the selling stockholders of Vixen, it could compromise our development and commercialization efforts for our JAK inhibitors.~~

In March 2016, we entered into a stock purchase agreement with the stockholders of Vixen, pursuant to which we purchased all of the stock of Vixen and assumed its license agreement with Columbia University. If we fail to use commercially reasonable efforts to develop and commercialize a JAK inhibitor for AA and a JAK inhibitor for AGA, the license agreement with Columbia University will be transferred to the selling stockholders of Vixen following any adverse resolution of any dispute relating thereto. Upon the effective date of such transfer, our right to practice the licensed Columbia University patent rights and know-how would end.

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~~If we breach our agreement with Columbia University, it could compromise our development and commercialization efforts for our JAK inhibitors.~~

In March 2016, we assumed a license agreement with Columbia University, which grants us the right under certain patent rights and know-how owned by Columbia University relating to the use of JAK inhibitors to treat hair-loss disorders. If we materially breach or fail to perform any provision under this license agreement, including failure to make payments to Columbia University when due for royalties and failure to use commercially reasonable efforts to develop and commercialize a licensed product, Columbia University has the right to terminate our license, and upon the effective date of such termination, our right to practice the licensed Columbia University patent rights and know-how would end. Any uncured, material breach under the license agreement could result in our loss of rights to practice the patent rights and know-how licensed to us under the license agreement, and, to the extent such patent rights and know-how relate to our JAK inhibitors, it could compromise our development and commercialization efforts for ATI-50001 or ATI-50002 or the novel JAK inhibitors licensed from JAKPharm and Key Organics.

~~We may not be able to protect our intellectual property rights throughout the world.~~

Filing, prosecuting and defending patents on our drug candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. For example, the use of A-101 for the treatment of SK is currently covered in patents in the United States, Australia, India and New Zealand, but not in the European Union or other countries. Our JAK inhibitors being used in the development of ATI-50001 and ATI-50002 are currently covered in patents and applications in the United States, the European Union, and other major foreign markets. Our novel JAK inhibitors licensed from JAKPharm and Key Organics are currently covered in pending applications in the United States, Canada and Europe. Additionally, only one U.S. patent has issued in the patent portfolio licensed from Columbia University, which is directed to the use of a third party JAK inhibitor for the treatment of hair loss disorders and applications are pending in the United States, Europe, Japan and South Korea. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our invention in such countries. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may export otherwise infringing products to territories where we have patent protection, but enforcement rights are not as strong as those in the United States. These products may compete with our drug candidates and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

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Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Many countries, including European Union countries, India, Japan and China, have compulsory licensing laws under which a patent owner may be compelled under specified circumstances to grant licenses to third parties. In those countries, we may have limited remedies if patents are infringed or if we are compelled to grant a license to a third party, which could materially diminish the value of those patents. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

~~We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.~~

A third party may hold intellectual property, including patent rights that are important or necessary to the development of our drug candidates. For example, we exclusively license intellectual property from Rigel in the field of dermatology related to our JAK inhibitors, ATI-50001 and ATI-50002. We also exclusively license intellectual property from JAKPharm and Key Organics in the field of dermatology related to other novel JAK inhibitors and we also exclusively license intellectual property from Columbia University related to the use of JAK inhibitors for the treatment of hair loss disorders. It may be necessary for us to use the patented or proprietary technology of third parties to commercialize our drug candidates, in which case we would be required to obtain a license from these third parties on commercially reasonable terms, or our business could be harmed, possibly materially.

~~If we do not obtain protection under the Hatch-Waxman Amendments by extending the patent term and obtaining data exclusivity for our drug candidates, our business may be materially harmed.~~

Our commercial success will largely depend on our ability to obtain and maintain patent and other intellectual property in the United States and other countries with respect to our proprietary technology, drug candidates and our target indications. Our issued U.S. patents, with claims directed to treatment of SK and acrochordons with A-101, are scheduled to expire in 2022. Certain issued U.S. patents relating to our JAK inhibitors, ATI-50001 and ATI-50002, are scheduled to expire in 2023 and additional U.S. patents, with claims specifically directed to our JAK inhibitors, are scheduled to expire in 2030. The issued U.S. patent relating to the use of our novel JAK inhibitors licensed from JAKPharm and Key Organics is scheduled to expire in 2030. The issued U.S. patent licensed from Columbia University relating to the use of a third party JAK inhibitor for the treatment of hair loss disorders, including AA and AGA, and inducing hair growth, expires in 2031. Given the amount of time required for the development, testing and regulatory review of new drug candidates, patents protecting our drug candidates might expire before or shortly after such candidates begin to be commercialized. We expect to seek extensions of patent terms in the United States and, if available, in other countries where we are prosecuting patents.

~~Table of Contents~~

Depending upon the timing, duration and specifics of FDA marketing approval of our drug candidates, one or more of our U.S. patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years beyond the normal expiration of the patent as compensation for patent term lost during development and the FDA regulatory review process, which is limited to the approved indication (or any additional indications approved during the period of extension). This extension is limited to only one patent that covers the approved product. However, the applicable authorities, including the FDA and the USPTO in the United States, and any equivalent regulatory authority in other countries, may not agree with our assessment of whether such extensions are available, and may refuse to grant extensions to our patents, or may grant more limited extensions than we request. We may not be granted an extension because of, for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request.

If we are unable to extend the expiration date of our existing patents or obtain new patents with longer expiry dates, our competitors may be able to take advantage of our investment in development and clinical trials by referencing our clinical and preclinical data to obtain approval of competing products following our patent expiration and launch their product earlier than might otherwise be the case.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(b) Use of Proceeds from Public Offering of Common Stock~~None.

On October 6, 2015, our Registration Statement on Form S-1, as amended (File No. 333-206437) was declared effective in connection with our IPO, pursuant to which we sold 5,750,000 shares of our common stock, including the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $11.00 per share. The IPO closed on October 13, 2015, and, as a result, we received net proceeds of $56.6 million (after underwriters’ discounts and commissions of $4.4 million and additional offering related costs of $2.3 million). The joint managing underwriters of the offering were Jefferies LLC and Citigroup Global Markets Inc.

No expenses incurred by us in connection with our IPO were paid directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors as compensation for board or board committee service.

There has been no material change in the planned use of proceeds from our IPO from that described in the final prospectus filed by us with the Securities and Exchange Commission on October 8, 2015 pursuant to Rule 424(b) of the Securities Act. Through September 30, 2016, we have not used any of the net proceeds, as we have used cash on hand as of the IPO date to fund the continued research and development of A-101 and our other drug candidates and for working capital and other general corporate purposes.

~~Table of Contents~~

Item 6. Exhibits

The exhibits listed on the Exhibit Index hereto are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ACLARIS THERAPEUTICS, INC.

Date: ~~November 3, 2016~~May 9, 2017	By:	/s/ Neal Walker
		Neal Walker
		President and Chief Executive Officer
		(On behalf of the Registrant)


Date: ~~November 3, 2016~~May 9, 2017	By:	/s/ Frank Ruffo
		Frank Ruffo
		Chief Financial Officer
		(Principal Financial Officer)

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Exhibit Index


Exhibit No.		Document

3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015).

3.2		Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015).

10.1*		Employment Agreement with Kamil Ali-Jackson, dated as of September 17, 2015.

31.1*		Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act.

31.2*		Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act.

32.1**		Certifications of Principal Executive Officer and Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


*	Filed herewith.
**	These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

*Filed herewith.

**These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Years Ending December 31,
2016	$	65
2017		263
2018		268
2019		251
2020		—
Total	$	847