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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~The number of shares outstanding~~Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the ~~registrant’s Common Stock, $.01~~Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

As of May 1, 2020, the registrant had 165,560,401 shares of common stock, $0.01 par value ~~as of April 30, 2019 was~~ ~~162,619,811~~.

	March 31,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
	(Unaudited)						(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	23,238		$	27,892		$	33,814		$	23,201
Short-term investments								16,503			22,520
Accounts receivable		29,772			18,976			31,412			35,074
Inventories		13,378			11,350			17,309			16,000
Contract assets		9,445			10,442			9,929			8,235
Prepaid expenses and other current assets		3,657			2,648			3,365			3,416
Total current assets		79,490			71,308			112,332			108,446
Equipment, molds, furniture and fixtures, net		15,100			14,895			16,223			15,961
Right-of-use assets		1,910			—
Operating lease right-of-use assets								5,193			5,463
Goodwill								1,095			1,095
Intangibles, net		688			831			448			478
Goodwill		1,095			1,095
Other assets		502			148			1,513			1,308
Total Assets	$	98,785		$	88,277		$	136,804		$	132,751
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	15,622		$	11,135		$	18,184		$	12,905
Accrued expenses and other liabilities		11,844			11,997			15,743			16,523
Long-term debt, current portion		4,933			3,043
Lease liabilities, current portion		866			—
Operating lease liabilities, current portion								1,286			1,249
Deferred revenue		1,537			1,018			2,048			1,738
Total current liabilities		34,802			27,193			37,261			32,415
Long-term debt		20,260			22,083			40,521			40,395
Lease liabilities, long-term		1,055			—
Operating lease liabilities, long-term								5,224			5,441
Total liabilities		56,117			49,276			83,006			78,251
Stockholders’ Equity:
Preferred Stock: $0.01 par, authorized 3,000 shares, none outstanding		—			—
Common Stock: $0.01 par; 300,000 shares authorized; 162,528 and 159,721 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		1,625			1,597
Preferred Stock: $0.01 par; 3,000 shares authorized, NaN outstanding								—			—
Common Stock: $0.01 par; 300,000 shares authorized; 165,560 and 165,221 issued and outstanding at March 31, 2020 and December 31, 2019, respectively								1,656			1,652
Additional paid-in capital		323,972			314,907			334,025			332,377
Accumulated deficit		(282,223	)		(276,800	)		(281,183	)		(278,827	)
Accumulated other comprehensive loss		(706	)		(703	)		(700	)		(702	)
		42,668			39,001			53,798			54,500
Total Liabilities and Stockholders’ Equity	$	98,785		$	88,277		$	136,804		$	132,751

	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
	2019			2018			2020			2019
Revenue:
Product sales	$	18,300		$	10,949		$	27,097		$	18,300
Licensing and development revenue		915			1,285			1,755			915
Royalties		4,071			469			4,227			4,071
Total revenue		23,286			12,703			33,079			23,286
Cost of revenue:
Cost of product sales		10,568			6,536			14,014			10,568
Cost of development revenue		378			650			1,033			378
Total cost of revenue		10,946			7,186			15,047			10,946
Gross profit		12,340			5,517			18,032			12,340
Operating expenses:
Research and development		2,387			2,900			2,981			2,387
Selling, general and administrative		14,935			8,236			16,422			14,935
Total operating expenses		17,322			11,136			19,403			17,322
Operating loss		(4,982	)		(5,619	)		(1,371	)		(4,982	)
Interest expense		(661	)		(631	)		(1,061	)		(661	)
Other income		104			57			76			104
Net loss	$	(5,539	)	$	(6,193	)	$	(2,356	)	$	(5,539	)
Basic and diluted net loss per common share	$	(0.03	)	$	(0.04	)
Basic and diluted weighted average common shares outstanding		160,446			156,724
Net loss per common share, basic and diluted							$	(0.01	)	$	(0.03	)
Weighted average common shares outstanding, basic and diluted								165,429			160,446

	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
	2019			2018			2020			2019
Net loss	$	(5,539	)	$	(6,193	)	$	(2,356	)	$	(5,539	)
Foreign currency translation adjustment		(3	)		10			2			(3	)
Comprehensive loss	$	(5,542	)	$	(6,183	)	$	(2,354	)	$	(5,542	)

	Three Months Ended March 31, 2019
	Common Stock										Accumulated						Common Stock										Accumulated
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity			Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
December 31, 2018		159,721	$	1,597	$	314,907		$	(276,800	)	$	(703	)	$	39,001
Issuance of common stock		2,307		23		7,762			—			—			7,785
Common stock issued under equity compensation plan, net of shares withheld for taxes		288		3		(411	)		—			—			(408	)
Exercise of options		212		2		348			—			—			350
Share-based compensation		—		—		1,366			—			—			1,366
Cumulative effect of change in accounting principle		—		—		—			116			—			116
Net loss		—		—		—			(5,539	)		—			(5,539	)
Other comprehensive income (loss)		—		—		—			—			(3	)		(3	)
March 31, 2019		162,528	$	1,625	$	323,972		$	(282,223	)	$	(706	)	$	42,668

	Three Months Ended March 31, 2018
	Common Stock										Accumulated
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
December 31, 2017		156,675	$	1,567	$	302,965		$	(270,285	)	$	(700	)	$	33,547
December 31, 2019																		165,221	$	1,652	$	332,377		$	(278,827	)	$	(702	)	$	54,500
Common stock issued under equity compensation plan, net of shares withheld for taxes		114		1		(131	)		—			—			(130	)		218		2		(599	)		—			—			(597	)
Exercise of options		32		—		28			—			—			28			121		2		269			—			—			271
Share-based compensation		—		—		985			—			—			985			—		—		1,978			—			—			1,978
Net loss		—		—		—			(6,193	)		—			(6,193	)		—		—		—			(2,356	)		—			(2,356	)
Other comprehensive income (loss)		—		—		—						10			10
March 31, 2018		156,821	$	1,568	$	303,847		$	(276,478	)	$	(690	)	$	28,247
Other comprehensive income																		—		—		—			—			2			2
March 31, 2020																		165,560	$	1,656	$	334,025		$	(281,183	)	$	(700	)	$	53,798

	Common Stock										Accumulated
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Other Comprehensive Loss			Total Stockholders’ Equity
December 31, 2018		159,721	$	1,597	$	314,907		$	(276,800	)	$	(703	)	$	39,001
Issuance of common stock		2,307	$	23	$	7,762			—			—			7,785
Common stock issued under equity compensation plan, net of shares withheld for taxes		288		3		(411	)		—			—			(408	)
Exercise of options		212		2		348			—			—			350
Share-based compensation		—		—		1,366			—			—			1,366
Cumulative effect of change in accounting principle		—		—		—			116			—			116
Net loss		—		—		—			(5,539	)		—			(5,539	)
Other comprehensive loss		—		—		—						(3	)		(3	)
March 31, 2019		162,528	$	1,625	$	323,972		$	(282,223	)	$	(706	)	$	42,668

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net loss	$	(5,539	)	$	(6,193	)	$	(2,356	)	$	(5,539	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation expense		1,366			985			1,978			1,366
Depreciation and amortization		678			604			570			678
Other		67			63			144			67
Changes in operating assets and liabilities:
Accounts receivable		(10,799	)		(608	)		3,663			(10,799	)
Inventories		(2,028	)		(655	)		(1,309	)		(2,028	)
Contract assets								(1,694	)		997
Prepaid expenses and other assets		(1,364	)		250			(154	)		(1,364	)
Contract assets		997			73
Accounts payable		4,137			550			5,479			4,137
Accrued expenses and other current liabilities		(25	)		(99	)
Accrued expenses and other liabilities								(1,051	)		(25	)
Deferred revenue		520			(999	)		310			520
Net cash used in operating activities		(11,990	)		(6,029	)
Net cash provided by (used in) operating activities								5,580			(11,990	)
Cash flows from investing activities:
Proceeds from sale of assets		—			2,750
Purchases of equipment, molds, furniture and fixtures		(391	)		(61	)		(641	)		(391	)
Additions to patent rights		—			(10	)
Net cash (used in) provided by investing activities		(391	)		2,679
Proceeds from maturities of investment securities								6,000			—
Net cash provided by (used in) investing activities								5,359			(391	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net		7,785			—			—			7,785
Proceeds from exercise of stock options		350			28			271			350
Taxes paid related to net share settlement of equity awards		(408	)		(130	)		(597	)		(408	)
Net cash provided by (used in) financing activities		7,727			(102	)		(326	)		7,727
Effect of exchange rate changes on cash		—			1			—			—
Net decrease in cash and cash equivalents		(4,654	)		(3,451	)
Net increase (decrease) in cash and cash equivalents								10,613			(4,654	)
Cash and cash equivalents:
Beginning of period		27,892			26,562			23,201			27,892
End of period	$	23,238		$	23,111		$	33,814		$	23,238
Supplemental disclosure of cash flow information:
Cash paid for interest							$	935		$	594
Supplemental disclosure of non-cash investing activities:
Purchases of equipment, molds, furniture and fixtures recorded in accounts payable and accrued expenses	$	399		$	173		$	1,131		$	399
Additions to patent rights recorded in accounts payable and accrued expenses	$	—		$	6

Antares Pharma, Inc. (“~~Antares”~~Antares,” “we,” “our,” “us” or the “Company”) is a ~~combination drug device~~pharmaceutical technology company focused primarily on the development and commercialization of self-administered parenteral pharmaceutical products and technologies. ~~The Company develops~~We develop, manufacture and ~~commercializes,~~commercialize, for ~~itself~~ourselves or with partners, novel therapeutic products using ~~its~~ advanced drug delivery technology to enhance existing drug compounds and delivery methods. ~~The Company’s intramuscular and subcutaneous~~Our injection technology platforms include the VIBEX^® and VIBEX^® QuickShot^® pressure-assisted auto injector systems suitable for branded and generic injectable drugs in unit dose containers and disposable multi-dose pen injectors. ~~The Company has~~We have a portfolio of proprietary and partnered commercial products and ongoing product development programs in various stages of development. ~~The Company has~~We have formed several significant strategic alliances with partners including Teva Pharmaceutical Industries, Ltd. (“Teva”), AMAG Pharmaceuticals, Inc. (“AMAG”) ~~and~~, Pfizer Inc. (“Pfizer”) and Idorsia Pharmaceuticals Ltd (“Idorsia”).)

The Company ~~developed~~markets and ~~commercialized~~sells in the U.S. its proprietary products XYOSTED^TM® (testosterone enanthate) injection, which is indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone, ~~which was approved by the U.S. Food~~ and ~~Drug Administration (“FDA”) on September 28, 2018 and launched for commercial sale in November 2018. XYOSTED~~^TM ~~is the only FDA-approved subcutaneous testosterone enanthate product for once-weekly, at-home self-administration.~~

~~The Company also markets and sells its proprietary product~~ OTREXUP^® (methotrexate) injection, ~~in the U.S.,~~ which is indicated for adults with severe active rheumatoid arthritis, children with active polyarticular juvenile idiopathic arthritis and adults with severe recalcitrant ~~psoriasis, and was launched for commercial sale in February 2014.~~psoriasis.

Through ~~its~~our commercialization partner Teva, ~~the Company sells~~we sell Sumatriptan Injection USP, indicated in the U.S. for the acute treatment of migraine and cluster headache in adults. ~~Sumatriptan Injection USP was launched for commercial sale in June 2016.~~

In collaboration with AMAG, ~~the Company~~we developed a subcutaneous auto injector ~~for use with~~and are the exclusive supplier of devices and the final assembled and packaged commercial product of AMAG’s ~~progestin hormone drug~~ Makena^® (hydroxyprogesterone caproate injection) ~~under an exclusive license and development agreement. In February 2018, the FDA approved AMAG’s supplemental New Drug Application (“sNDA”) for the Makena~~^®subcutaneous auto injector, ~~drug-device combination product,~~ which is a ready-to-administer treatment indicated to reduce the risk of preterm birth in women pregnant with one baby and who spontaneously delivered at least one preterm baby in the past. ~~The Company is the exclusive supplier of the devices and final assembled and packaged commercial product. AMAG launched the product for commercial sale in the first quarter of 2018.~~

Through a license, development and supply agreement with Teva, Antares developed and is the exclusive supplier of the device for Teva’s Epinephrine Injection USP, which is indicated for emergency treatment of severe allergic reactions in adults and certain pediatric patients. ~~The product was approved by the FDA in August 2018 and launched for commercial sale in late fourth quarter of 2018.~~

The Company is also developing two multi-dose pen injector products in collaboration with Teva, a combination drug device rescue pen in collaboration with Pfizer, a combination drug device product with Idorsia, and has other ongoing internal and partnered research and development programs.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of the Securities and Exchange Commission's Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. ��In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Operating results for the three months ended March 31, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~2020.

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2018-15 Customers’ Accounting for Implementation Costs Incurred in Cloud Computing Arrangement that is a Service Contract, effective January 1, 2020. This ASU provides new guidance on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor (i.e., a service contract). Under the new guidance, entities apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The Company’s adoption of this standard did not have a material impact on its consolidated financial statements.

The Company adopted ASU No. 2018-18 Clarifying the Interaction Between Topic 808 and 606, effective January 1, 2020. The guidance clarifies that certain transactions between collaborative arrangement participants should be accounted for under the revenue guidance, adds unit of account guidance to the collaborative arrangement guidance to align with the revenue standard, and clarifies presentation guidance for transactions with a collaborative arrangement participant that is not accounted for under

~~During~~ the preparation of the consolidated financial statements for the year ended December 31, 2018, management revised the presentation of certain regulatory fees between research and development expenses and selling, general and administrative expenses. As a result, the Company also made revisions to its prior period interim consolidated statements of operations as follows:

~~These revisions had no impact on the~~revenue standard. The Company’s total operating expenses or net loss. The revisions also had no impact on the consolidated balance sheets or the consolidated statements of comprehensive loss, stockholders’ equity or cash flows. Management evaluated the materiality of the revisions from a quantitative and qualitative perspective and concluded that the revisions are immaterial to the consolidated financial statements.

~~The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-02~~ ~~Leases (“Topic 842”)~~ effective January 1, 2019, electing the package of practical expedients and applying the transition provisions as of the effective date. Reporting periods beginning on or after January 1, 2019 are presented under Topic 842, while prior period amounts, as reported under previous GAAP, were not adjusted. As a result of the adoption of Topic 842, the Company recognized approximately $1.0 million in right-of-use assets and lease liabilities in connection with its existing operating leases, with a cumulative effect adjustment of $0.1 million to accumulated deficit as of January 1, 2019. The adoption of Topic 842 on January 1, 2019this standard did not have a ~~significant~~material impact on ~~the Company’s~~its consolidated ~~results of operations or cash flows.~~financial statements.

In ~~June~~ 2016, the FASB issued ASU 2016-13, ~~Financial Instruments - Credit Losses (Topic 326),~~ Measurement of Credit Losses on Financial Instruments(“ASU 2016-13”). ~~The amendment in this update~~This standard replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade ~~receivables. This update is intended~~receivables, and requires entities to ~~provide financial statement users with more decision-useful information about the~~measure all expected credit ~~losses. This~~losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The original effective date for ASU ~~is effective~~2016-13 was for annual ~~periods~~ and interim ~~periods for those annual~~ periods beginning after December 15, 2019.

However, in October 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses, Derivatives and Hedging, and Leases: Effective Dates, which deferred the effective date of ASU 2016-13 for certain entities, including those that are eligible to be smaller reporting companies. A company’s determination about whether it is eligible for the deferral is a one-time assessment as of November 15, 2019 based on its most recent determination of its small reporting company eligibility as of the last business day of the most recently completed second quarter. Based on this determination, the Company qualifies as a smaller reporting entity and is therefore eligible for the deferral of adoption of ASU 2016-13, resulting in a new effective date of January 1, 2023. The Company has historically had minimal credit losses on financial instruments and is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements.

From time to time, the Company invests in U.S. Treasury bills and government agency notes that are classified as held-to-maturity because of the Company’s intent and ability to hold the securities to maturity. Investments with maturities of one year or less are classified as short-term. The securities are carried at their amortized cost and the fair value is determined by quoted market prices. The Company’s short-term investments had a carrying value of $16,503 and $22,520 as of March 31, 2020 and December 31, 2019, respectively, which approximated fair value.

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. Certain components of the Company’s products are provided by a limited number of vendors, and the Company’s production, assembly, warehousing and distribution operations are outsourced to third-parties where substantially all of the Company’s inventory is located. Disruption of supply from key vendors or third-party suppliers may have a material adverse impact on the Company’s operations. The Company provides a reserve for potentially excess, dated or obsolete inventories based on an analysis of inventory on hand compared to forecasts of future sales, which was ~~$1,088~~$350, and ~~$847~~$464 at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Inventories consist of the following:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
Inventories:
Raw material	$	26	$	26	$	325	$	325
Work in process		7,713		7,622		8,383		8,390
Finished goods		5,639		3,702		8,601		7,285
	$	13,378	$	11,350	$	17,309	$	16,000

Equipment, molds, furniture, and fixtures are stated at cost, net of accumulated depreciation, and are depreciated using the straight-line method over their estimated useful lives ranging from three to ten years. As of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company’s equipment, molds, furniture and fixtures totaled ~~$15,100~~$16,223 and ~~$14,895,~~$15,961, respectively, which is presented net of accumulated depreciation of ~~$8,106~~$10,309 and ~~$7,570~~$9,769 as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The Company recognizes right-of-use (“ROU”) assets and lease liabilities when it obtains the right to control an asset under a leasing arrangement with an initial term greater than twelve months. The Company leases its facilities under non-cancellable operating leases and, beginning NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in the first quarter of 2019, entered into a master lease arrangement for a fleet of vehicles for use by its sales force. All of the Company’s leasing arrangements are classified as operating leases with remaining lease terms of seven months to three years.thousands, except per share amounts)

The Company evaluates the nature of each lease at the inception of an arrangement to determine whether it is an operating or financing lease and recognizes the right-of-use asset and lease liabilities based on the present value of future minimum lease payments over the expected lease term. The Company’s leases do not generally contain an implicit interest rate and therefore the Company uses the incremental borrowing rate it would expect to pay to borrow on a similar collateralized basis over a similar term in order to determine the present value of its lease payments. Each of the Company’s lease arrangements contain renewal options that have not been included in the determination of the lease term, as they are not reasonably certain of exercise. For contracts that contain lease and non-lease components, the Company accounts for both components as a single lease component. Variable lease payments are expensed as incurred.

Operating lease costs were $175 for the three months ended March 31, 2019. Cash paid for amounts included in the measurement of operating lease liabilities was $178 for the three months ended March 31, 2019. During the three months ended March 31, 2019, operating lease ROU assets obtained in exchange for operating lease obligations were $1,074. As of March 31, 2019, the weighted average discount rate was approximately 9.5% and the weighted average remaining lease term was 2.7 years. The following table summarizes the Company’s operating lease maturities as of March 31, 2019:(UNAUDITED)

The Company generates revenue from proprietary and partnered product sales, license and development activities and royalty arrangements. Revenue is recognized when or as the Company transfers control of the promised goods or services to its customers at the transaction price, which is the amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services.

At inception of each contract, the Company identifies the goods and services that have been promised to the customer and each of those that represent a distinct performance obligation, determines the transaction price including any variable consideration, allocates the transaction price to the distinct performance obligations and determines whether control transfers to the customer at a point in time or over time. Variable consideration is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company reassesses its reserves for variable consideration at each reporting date and makes adjustments, if necessary, which may affect revenue and earnings in periods in which any such changes become known.

The Company has elected to recognize the cost for freight and shipping activities as fulfilment cost. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying goods are transferred to the customer. The related shipping and freight charges incurred by the Company are included in cost of revenue.

The Company sells its proprietary products ~~OTREXUP~~XYOSTED^® and ~~XYOSTED~~OTREXUP^TM® primarily to wholesale and specialty distributors. Revenue is recognized when control has transferred to the customer, which is typically upon delivery, at the net selling price, which reflects the variable consideration for which reserves and sales allowances are established for estimated returns, wholesale distribution fees, prompt payment discounts, government rebates and chargebacks, plan rebate arrangements and patient discount and support programs.

The determination of certain of these reserves and sales allowances require management to make a number of judgements and estimates to reflect the Company’s best estimate of the transaction price and the amount of consideration to which it believes it is ultimately entitled to receive. The expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical and expected utilization rates, any new or anticipated changes in programs or regulations that would impact the amount of the actual rebates, customer purchasing patterns, product expiration dates and levels of inventory in the distribution channel. Reserves for prompt payment discounts are recorded as a reduction in accounts receivable. Reserves for returns, rebates and chargebacks, distributor fees and customer co-pay support programs are included within current liabilities in the consolidated balance sheets.

The Company is party to several license, development, supply and distribution arrangements with pharmaceutical partners, under which the Company produces and is the exclusive supplier of certain products, devices and/or components. Revenue is recognized when or as control of the goods transfers to the customer as follows:

The Company is the exclusive supplier of the Makena^® subcutaneous auto injector product to AMAG. Because the product is custom manufactured for AMAG with no alternative use and the Company has a contractual right to payment for performance completed to date, control is continuously transferred to the customer as product is produced pursuant to firm purchase orders. Revenue is recognized over time using the output method based on the contractual selling price and number of units produced. The amount of revenue recognized in excess of the amount shipped/billed to the customer, if any, is recorded as contract assets due to the short-term nature in which the amount is ultimately expected to be billed and collected from the customer.

All other partnered product sales are recognized at the point in time in which control is transferred to the customer, which is typically upon shipment. Sales terms and pricing are governed by the respective supply and distribution agreements, and there is generally no price protection or right of return. Revenue is recognized at the transaction price, which includes the contractual per unit selling price and estimated variable consideration, if any. For example, the Company sells Sumatriptan Injection USP

to Teva at cost and is entitled to receive 50 percent of the net profits from commercial sales made by Teva, payable to the Company within 45 days after the end of the quarter in which the commercial sales are made. The Company recognizes revenue, including the estimated variable consideration it expects to receive for contract margin on future commercial sales, upon shipment of the goods to Teva. The estimated variable consideration is recognized at an amount the Company believes is not subject to significant reversal based on historical experience, and is adjusted at each reporting period if the most likely amount of expected consideration changes or becomes fixed.

The Company has entered into several license, development and supply arrangements with pharmaceutical partners under which the Company grants a license to its device technology and know-how and provides research and development services that often involve multiple performance obligations and highly customized deliverables. For such arrangements, the Company identifies each of the promised goods and services within the contract and the distinct performance obligations at inception, and allocates consideration to each performance obligation based on relative standalone selling price, which is generally determined based on the expected cost plus margin.

If the contract includes an enforceable right to payment for performance completed to date and performance obligations are satisfied over time, the Company recognized revenue over the development period using either the input or output method depending on which is most appropriate given the nature of the distinct deliverable. For other contracts that do not contain an enforceable right to payment for performance completed to date, revenue is recognized when control is transferred to the customer. Factors that may indicate that the transfer of control has occurred include the transfer of legal title, transfer of physical possession, the customer has obtained the significant risks and rewards of ownership of the assets and the Company has a present right to payment.

The Company’s typical payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations. The Company records a liability for cash received in advance of performance, which is presented within deferred revenue on the consolidated balance sheet and recognized as revenue when the associated performance obligations have been satisfied. The Company recognized $780 in licensing and development revenue in connection with contract liabilities that were outstanding as of December 31, 2019 and satisfied during the three months ended March 31, 2020.

License fees and milestones received in exchange for the grant of a license to the Company’s functional intellectual property ~~(“IP”)~~ such as patented technology and know-how in connection with a partnered development arrangement are generally recognized at inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is not generally distinct from the non-licensed goods or services to be provided under the contract. Milestone payments that are contingent upon the occurrence of future events are evaluated and recorded at the most likely amount, and to the extent that it is probable that a significant reversal will not occur when the associated uncertainty is resolved.

The Company earns royalties in connection with licenses granted under license and development arrangements with partners. Royalties are based upon a percentage of commercial sales of partnered products with rates ranging from ~~mid single~~mid-single digit to low double digit and are tiered based on levels of net sales. These sales-based royalties, for which the license was deemed the predominant element to which the royalties relate, are estimated and recognized in the period in which the partners’ commercial sales occur. The royalties are generally reported and payable to the Company within 45 to 60 days of the end of the period in which the commercial sales are made. The Company bases its estimates of royalties earned on actual sales information from its partners when available or estimated prescription sales from external sources and estimated net selling price. If actual royalties received are different than amounts estimated, the Company would adjust the royalty revenue in the period in which the adjustment becomes known.

Remaining performance obligations represents the allocation of transaction price of firm orders and development contract deliverables for which work has not been completed or orders fulfilled, and excludes potential purchase orders under ordering-type supply contracts with indefinite delivery or quantity. As of March 31, ~~2019,~~2020, the aggregate value of remaining performance obligations, excluding contracts with an original expected length of one year or less, was ~~$4.8~~$25.2 million. The Company expects to recognize revenue on the remaining performance obligations over the next ~~2.5~~five years.

The Company has a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from time to time and at its sole discretion, shares of its common stock having an aggregate offering price of up to $30.0 million through Cowen as the Company’s sales agent and/or as principal. Cowen may sell the common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Offering”.) The Company pays a commission of 3.0% of the gross sales proceeds of any common stock sold through Cowen under the Sales Agreement.

During the three months ended March 31, 2019, the Company sold 2.3 million shares of common stock pursuant to the Offering and Sales Agreement. The sale of common stock resulted in aggregate gross proceeds of $8.1 million, less sales commission and payment of offering costs, resulting in net offering proceeds to the Company of $7.8 million. No sales of common stock were made in the period ended March 31, 2018. The net proceeds are intended to be used for general corporate purposes including, but not limited to, product commercialization, research and development projects, funding of clinical trials, capital expenditures and working capital.

The ~~Company’s 2008~~Company has an Equity Compensation Plan ~~as amended and restated~~ (the “Plan”), which allows for grants in the form of incentive stock options, nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. ~~All of~~The Company also has a long-term incentive program (“LTIP”), pursuant to which the Company’s ~~officers, directors, employees, consultants~~senior executives have been awarded stock options, restricted stock units (“RSUs”) and ~~advisors are eligible to receive grants under the Plan. The maximum number of shares authorized for issuance under the Plan is 32,200 and the maximum number of shares of~~performance stock that may be granted to any one employee for qualified performance-based compensation during a calendar year is 4,000 shares. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair market value on the dates of grant. The term of each option is ten years and the options typically vest in quarterly installments over a three-year period with a minimum vesting period of one year. As of March 31, 2019, the Plan had approximately 3,148 shares available for grant. Stock option exercises are satisfied through the issuance of new shares.

The following is a summary of stock option activity under the Plan as of and for the three months ended March 31, ~~2019:~~2020:

						Weighted								Weighted
				Weighted		Average						Weighted		Average
				Average		Remaining		Aggregate				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic		Number of		Exercise		Contractual		Intrinsic
	Shares			Price		Term (Years)		Value		Shares		Price		Term (Years)		Value
Outstanding at December 31, 2018		14,079		$	2.19
Outstanding at December 31, 2019											13,861	$	2.41
Granted		20			3.72						—		—
Exercised		(212	)		1.65						121		2.23
Cancelled/Forfeited		(30	)		2.95						—		—
Outstanding at March 31, 2019		13,857			2.20		6.4	$	12,048
Exercisable at March 31, 2019		11,025		$	2.09		5.8	$	10,853
Outstanding at March 31, 2020											13,740		2.41		6.4	$	3,532
Exercisable at March 31, 2020											10,255	$	2.24		5.6	$	3,530

~~During~~The following is a summary of PSU and RSU award activity under the ~~three months ended March 31, 2019, stock option exercises resulted in cash proceeds to the Company~~Plan as of ~~$350~~ and the issuance of 212 shares of common stock. Stock option exercises resulted in proceeds of $28 and the issuance of 32 shares of common stock in the three months ended March 31, 2018. The Company recognized $908 and $661 of compensation expense related to stock options for the three months ended March 31, ~~2019 and 2018, respectively.~~2020:

The Company’s Board of Directors has approved a long-term incentive program (“LTIP”) for the benefit of the Company’s senior executives. Pursuant to the LTIP, the Company’s senior executives have been awarded stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) with targeted values based on valuesPSUs granted to similarly situated senior executives in the Company’s peer group. The stock options have a ten-year term, have an exercise price equal to the closing price of the Company’s common stock on the date of grant, vest in quarterly installments over three years, were otherwise granted on the same standard terms and conditions as other stock options granted pursuant to the Plan and are included in the stock options table above. The RSUs vest in three equal annual installments. The PSU awards made to senior executives ~~vest~~under the LTIP are expressed as a target number of shares in the table above and ~~convert into shares of~~may be earned based upon the Company’s ~~common stock based on the Company’s attainment~~achievement of certain ~~performance~~corporate development goals, ~~as established by~~net revenue goals and total shareholder return (“TSR”) relative to the ~~Company’s Board of Directors~~Nasdaq Biotechnology Index over athe performance period, which is ~~typically three years.~~

~~(UNAUDITED)~~generally a three-year period. Depending on the outcome of the performance goals, a recipient may ultimately earn a number of shares greater or less than the target number of shares granted, ranging from 0% to 150%. The fair value of the TSR PSUs are expensed over the performance period and determined using a Monte Carlo simulation. The grant date fair value of PSUs that are not tied to market-based performance are expensed over the remaining performance period when it becomes probable that the related goal will be achieved.

~~The non-vested PSU awards and RSU awards granted under the long-term incentive program are summarized in the following table:~~

In connection with PSU awards, the Company recognized compensation expense of $127 and $79 for the three months ended March 31, 2019 and 2018, respectively. Compensation expense recognized in connection with RSU awards was $331 and $245 for the three months ended March 31, 2019 and 2018, respectively.

The LTIP awards that vested during the three months ended March 31, ~~2019~~2020 and ~~2018~~2019 were net-share settled such that the Company withheld shares with a value equivalent to the employees’ tax obligations for applicable income and other employment taxes, and remitted ~~the~~ cash to the appropriate taxing authorities. The Company withheld ~~127~~170 and 59127 shares during the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively, to satisfy tax obligations, which was determined based on the fair value of the shares on their vesting date equal to the Company’s closing stock price on such date. ~~Total payments for the employees’ tax obligations to the taxing authorities were~~The Company paid $597 and $408 ~~and $130 for~~during the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively, ~~and are~~to taxing authorities for the employees’ tax obligations, which is reflected as a cash outflow from financing activities within the consolidated statements of cash flows. ~~Net-share~~Net-

share settlements have the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued as a result of the vesting.

In connection with Plan awards, the Company recognized share-based compensation expense for the three months ended March 31, 2020 and 2019 as follows:

The following table presents the Company’s revenue on a disaggregated basis by types of goods and services and major product lines:

	Three months ended March 31,				Three months ended March 31,
	2019		2018		2020		2019
Proprietary product sales	$	4,771	$	3,971	$	12,566	$	4,771
Partnered product sales		13,529		6,978		14,531		13,529
Total product revenue		18,300		10,949		27,097		18,300
Licensing and development revenue		915		1,285		1,755		915
Royalties		4,071		469		4,227		4,071
Total revenue	$	23,286	$	12,703	$	33,079	$	23,286

	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2019		2018		2020		2019
United States of America	$	21,185	$	11,201	$	32,470	$	21,185
Europe		2,090		1,419		609		2,090
Other		11		83		—		11
	$	23,286	$	12,703	$	33,079	$	23,286

14The following table identifies customers from which the Company derived 10% or more of its total revenue in any of the periods presented:

~~Significant customers from which the Company derived 10% or more of its total revenue in any of the periods presented are as follows:~~

Basic loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per common share reflects the potential dilution from the exercise or conversion of securities into common stock. ~~Potentially~~The potentially dilutive stock options and other share-based awards excluded from ~~dilutive~~the calculation of loss per share because their effect was anti-dilutive totaled ~~16,332~~16,320 and ~~14,481~~16,332 at March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

From time to time, the Company may be involved in various legal matters generally incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, after discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on its consolidated financial condition, liquidity, or results of operations.

On October 23, 2017, Randy Smith filed a complaint in the District of New Jersey, captioned Randy Smith, Individually and on Behalf of All Others Similarly Situated v. Antares Pharma, Inc., Robert F. Apple and Fred M. Powell (“Smith”), Case No. 3:17-cv-08945-MAS-DEA, on behalf of a putative class of persons who purchased or otherwise acquired Antares securities between December 21, 2016 and October 12, 2017, inclusive, asserting claims for purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, against Antares, Robert F. Apple and Fred M. Powell. The Smith complaint contends that defendants made false and/or misleading statements and/or failed to disclose that: (i) Antares had provided insufficient data to the FDA in connection with the NDA for XYOSTED^TM®; and (ii) accordingly, Antares had overstated the approval prospects for XYOSTED^TM®. On July 27, 2018, the court entered an order appointing Serghei Lungu as lead plaintiff, Pomerantz LLP as lead counsel, and Lite DePalma Greenberg, LLC as liaison counsel for plaintiff. On August 3, 2018, the parties submitted a stipulation and proposed order, setting forth an agreed-upon schedule for responding to the complaint, which the court granted. Pursuant to that order, plaintiff filed a Consolidated Amended Class Action Complaint on October 9, 2018. On November 26, 2018, defendants filed a motion to dismiss. Plaintiff filed an opposition to the motion on January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. On July 2, 2019, the court dismissed the complaint in its entirety without prejudice. On July 29, 2019, plaintiff filed a Consolidated Second Amended Class Action Complaint against the same parties alleging substantially similar claims. On September 12, 2019, defendants filed a motion to dismiss the Consolidated Second Amended Class Action Complaint. Plaintiffs’ opposition was filed on October 28, 2019 and defendants’ reply in support of their motion was filed on November 27, 2019. On April 28, 2020, the court dismissed the Consolidated Second Amended Class Action Complaint in its entirety. The court further ordered that plaintiff may file an amended complaint by May 29, 2020 and provide the court with a form of the amended complaint that indicates in what respect(s) it differs from the complaint which it proposes to amend. The Company believes that the claims in the Smith action lack merit and intends to defend them vigorously.

On January 12, 2018, a stockholder of the Company filed a derivative civil action, captioned Chiru Mackert, derivatively on behalf of Antares Pharma, Inc., v. Robert F. Apple, et al.(“~~Mackert~~”), in the Superior Court of New Jersey Chancery Division, Mercer County (Case No. C-000011-18). On January 17, 2018, another stockholder filed a derivative action in the same court, captioned Vikram Rao, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“~~Rao~~”) (Case No. C-000004-18). Both complaints name Robert F. Apple, Fred M. Powell, Thomas J. Garrity, Jacques Gonella, Anton Gueth, Leonard S. Jacob, Marvin Samson and Robert P. Roche, Jr. as defendants, and the Company as nominal defendant, and they assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising from the same facts underlying the Smith securities class action. The plaintiffs seek damages, corporate governance and internal procedure reforms and improvements, restitution, reasonable attorneys’ fees, experts’ fees, costs, and expenses. The parties have filed a stipulation consolidating the two actions and staying the proceedings pending the court’s decision on defendants’ motion to dismiss the Smith action.

On January 17, 2018, a stockholder of the Company filed a derivative civil action, captioned Robert Clark, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“Clark”) (Case No. 3:18-cv-00703-MAS-DEA), against Robert F. Apple, Thomas J. Garrity, Jacques Gonella, Leonard S. Jacob, Marvin Samson, Anton G. Gueth and Robert P. Roche, Jr. as defendants, and Company as a nominal defendant. The action was filed in the U.S. District Court for the District of New Jersey and asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and a violation of Section 14(a) of the Securities Exchange Act of 1934. This complaint relates to the same facts underlying the Smith securities class action and the other derivative actions. The plaintiff in Clark seeks damages, corporate governance and internal procedure reforms and improvements, reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The parties have filed a stipulation staying the action pending the court’s decision on defendants’ motion to dismiss the Smith action.

~~Item 2.~~M~~ANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Certain statements in this report, including statements in the management’s discussion and analysis section set forth below, may be considered “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, that involve risks and uncertainties. Forward-looking statements can be identified by the words “expect,” “estimate,” “plan”, “project,” “anticipate,” “should,” ~~“intend,~~��intend,” “may,” “will,” “believe,” “continue” or other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and product development. In particular, these forward-looking statements include, among others, statements about:

~~Forward-looking~~These forward-looking statements are based on assumptions that we have made in light of our industry experience as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this report, you should understand that these statements are not guarantees of

performance results. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. While we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on a combination of facts and factors currently known by us and projections of the future about which we cannot be certain. Many factors may affect our ability to achieve our objectives, including:

In addition, you should refer to the “Risk Factors” sections of this report and of our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 for a discussion of other factors that may cause our actual results to differ materially from those described by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements contained in this report will prove to be accurate and, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.

We encourage readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. We do not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.

The following discussion and analysis, the purpose of which is to provide investors and others with information that we believe to be necessary for an understanding of our financial condition, changes in financial condition and results of operations, should be read in conjunction with the financial statements, notes thereto and other information contained in this report.

Antares Pharma, Inc. (“Antares,” “we,” “our,” “us” or the “Company”) is a ~~combination drug device~~pharmaceutical technology company focused primarily on the development and commercialization of self-administered parenteral pharmaceutical products and technologies. Our strategy is to identify new or existing approved drug formulations and apply our patented drug delivery technology to enhance the drug delivery methods. We develop, manufacture and commercialize, for ourselves or with partners, novel therapeutic products using our advanced drug delivery systems that are designed to provide commercial or functional advantages, such as improved safety and efficacy,

reduced side effects, and enhanced patient comfort and adherence. Our ~~intramuscular and subcutaneous~~ injection technology platforms include the VIBEX^® and VIBEX^®QuickShot^® pressure-assisted auto injector systems suitable for branded and generic injectable drugs in unit dose containers as well as disposable multi-dose pen injectors. We have a portfolio of proprietary and partnered commercial products and ongoing product development programs in various stages of development. We have formed several significant strategic alliances and partnership arrangements with industry leading pharmaceutical companies including Teva, AMAG, Pfizer and ~~Pfizer.~~ Idorsia.

We ~~developed~~market and ~~commercialized XYOSTED™~~sell, in the U.S., our proprietary product XYOSTED^® (testosterone enanthate) injection, indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone. XYOSTED^® is the only FDA approved subcutaneous testosterone ~~which~~ enanthate product for once-weekly, at-home self-administration. XYOSTED^®was approved by the FDA on September 28, 2018 and launched for commercial sale in November 2018. XYOSTED™ is the only FDA approved subcutaneous testosterone enanthate product for once-weekly, at-home self-administration. In connection with the launch of XYOSTED™, we hired approximately 50 additional sales representatives and cross-trained the combined sales force to leverage our existing resources and enhance our commercial organization. Our sales representatives started detailing XYOSTED™ to physicians in the second half of Decemberlate 2018.

We also market and sell our proprietary product OTREXUP^® (methotrexate) injection, which is a subcutaneous methotrexate injection for once weekly self-administration with an easy-to-use, single dose, disposable auto injector, indicated for adults with severe active rheumatoid arthritis, children with active polyarticular juvenile idiopathic arthritis and adults with severe recalcitrant psoriasis.

Through our commercialization partner Teva, we sell Sumatriptan Injection USP indicated in the U.S. for the acute treatment of migraine and cluster headache in adults. ~~We received FDA approval of our Abbreviated New Drug Application (“ANDA”) for 4 mg/0.5 mL and 6 mg/0.5 mL single-dose prefilled syringe auto-injectors, a generic equivalent to Imitrex~~^®~~STATdose Pen~~^®~~. Sumatriptan Injection USP is the Company’s first ANDA approval of a complex generic and second product approved using the VIBEX~~^® ~~auto injector platform.~~

We developed and supply a variation of our VIBEX^® QuickShot^® subcutaneous auto injector for use with AMAG’s progestin hormone drug Makena^® (hydroxyprogesterone caproate injection) under an exclusive license and development agreement. The Makena^® subcutaneous auto injector drug-device combination product is a ready-to-administer treatment indicated to help reduce the risk of preterm birth in women pregnant with one baby and who spontaneously delivered one preterm baby in the past, which was approved by the FDA in February 2018. We are the exclusive supplier of the devices and the final assembled and packaged commercial product, which was launched in the U.S. for commercial sale by AMAG in March 2018, and we receive royalties on AMAG’s net sales of the product. In October 2019, AMAG announced that the FDA’s Bone, Reproductive and Urologic Drugs Advisory Committee met to better understand and interpret the PROLONG (Progestin’s Role in Optimizing Neonatal Gestation) confirmatory clinical trial for Makena^® (hydroxyprogesterone caproate) injection. Nine advisory committee members voted to recommend that the FDA pursue withdrawal of approval for Makena^® and seven committee members voted to leave the product on the market under accelerated approval and require a new confirmatory trial. The advisory committee's recommendation, while not binding, will be considered by the FDA in making its decision. AMAG has stated that it remains committed to working with the FDA to maintain patient access to Makena^®.

In collaboration with Teva, we developed a version of our VIBEX^® auto injector for use in a generic epinephrine auto injector product that was approved by the FDA in August 2018 and ~~commercially~~ launched ~~in limited quantities~~ in late fourth quarter of 2018. Teva’s Epinephrine Injection USP is indicated for emergency treatment of severe allergic reactions including those that are life threatening (anaphylaxis) in adults and certain pediatric patients and was approved as a generic drug product with an AB rating, meaning that it is therapeutically equivalent to Mylan, Inc.’s branded products EpiPen^® and EpiPen Jr^® and therefore, subject to state law, substitutable at the pharmacy. We are the exclusive supplier of the device and Teva is responsible for commercialization and distribution of the finished product, for which we also receive royalties on Teva’s net sales.

We are also collaborating with Teva on a multi-dose pen for a generic form of BYETTA^® (exenatide injection) for the treatment of type 2 diabetes, and another multi-dose pen for a generic form of Forteo^® (teriparatide [rDNA origin] injection) for the treatment of osteoporosis. Teva continues to work through the regulatory process with the FDA for exenatide and teriparatide using the ANDA pathway. Teva and Eli Lilly and Company (“Lilly”) settled their Paragraph IV patent litigation related to Teva’s ANDA for teriparatide, the terms of which have not been disclosed. Teva also successfully completed a decentralized procedure registration process in 17 countries in Europe for teriparatide, and is awaiting patent clearance in the EU prior to launch.

In August 2018, we entered into a collaboration agreement with Pfizer to develop a combination drug device rescue pen. This rescue pen will utilize the Antares QuickShot^® auto injector and an undisclosed Pfizer drug. We will develop the product and Pfizer will be responsible for obtaining FDA approval of the combination product. We intend to enter into a separate supply agreement with Pfizer pursuant to which we will provide fully packaged commercial ready finished product to Pfizer and Pfizer will then be responsible for commercializing the product in the U.S., pending FDA approval, for which the Company will receive royalties on net sales.

In November 2019, we entered into a new global agreement with Idorsia to develop a novel, drug-device product containing selatogrel. Selatogrel, a new chemical entity, is being developed for the treatment of a suspected acute myocardial infarction (AMI) in adult patients with a history of AMI. Idorsia will pay for the development of the combination product and will be responsible for applying for and obtaining global regulatory approvals for the product. The parties intend to enter into a separate commercial license and supply agreement pursuant to which Antares will provide fully assembled and labelled product to Idorsia at cost plus margin. Idorsia will then be responsible for global commercialization of the product, pending FDA or foreign approval. Antares will be entitled to receive royalties on net sales of the commercial product.

We are committed to advancing our internal research and development programs and continue to invest in the development of our proprietary product pipeline. Our research and development efforts are focused primarily on leveraging our existing product and technology platforms by broadening their applications for use in other drug device combination products, as well as exploring new pharmaceutical products, technologies and drug delivery methods.

We ~~also make~~previously manufactured and sold reusable, needle-free injection devices, ~~that administer injectable drugs, which are currently~~ marketed primarily through Ferring Pharmaceuticals, Inc. and JCR Pharmaceuticals CO., Ltd., for use with human growth hormone. ~~However, in~~In October 2017, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ferring ~~(the “Ferring Transaction”~~International Center S.A. (together with Ferring Pharmaceuticals Inc. and Ferring B.V. individually and collectively referred to as “Ferring”) to sell the worldwide rights, including certain assets related to the needle-free auto injector device product line for ~~a total purchase price of~~ $14.5 million ~~of which~~

~~the final installment of $5.0 million is payable~~(the “Ferring Transaction”) to be paid to us ~~upon Ferring’s receipt~~in installments and completed over a two-year period. The transaction was completed in October 2019, and with the completion of this transaction, Antares no longer manufactures or sells needle-free devices or components.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in China, and has since spread to over 150 countries, including every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to the coronavirus outbreak. This outbreak has severely impacted global economic activity, and many countries and states in the U.S. have reacted to the outbreak by instituting quarantine, shelter-in-place or stay-at-home orders, mandating school and business closures for non-essential services and restricting travel and public gatherings.

As of the ~~CE Mark needed to~~date of this report, we have not experienced any significant disruptions in our operations or supply chain and continue to ~~commercialize~~monitor the ~~needle-free product~~situation and potential effects on our business, suppliers and workforce. We are also taking several measures to minimize the impact of the current closures and quarantines on our business operations. For example, most of our executive and administrative functions are working remotely and we have limited the number of staff in ~~certain territories~~our facilities to those necessary for essential functions such as research, development, manufacturing and supply. Our sales force has been subject to limitations on their ability to physically visit physicians, however, we have implemented alternative means of coverage such as virtual sales calls and meetings and are leveraging our social media presence to connect with our existing and potential customers and healthcare professionals. While our sales force works remotely, the various stay-at-home orders and restrictions have also limited patient access to physicians, and we have experienced, and may continue to experience, a decrease in new prescriptions for our proprietary products. Our partners may also experience a decrease in demand for our partnered products due to the COVID-19 pandemic or the related restrictions.

While we have taken measures to help minimize the potential impact of the pandemic and various government orders, and believe any potential or significant disruption, when and if experienced, could be temporary, there is uncertainty around the timing and magnitude of a potential disruption, and the ~~final transfer~~duration and potential impact. As a result, we are unable to estimate the potential impact on our operations or cash flows as of ~~certain product-related inventory, equipment~~the date of this filing. For more information on these risks, see “Part II — Item 1A. Risk Factors — We face uncertainty and ~~agreements~~risks related to ~~Ferring (the “Completion Date”.) We will continue to manufacture~~the outbreak of the novel coronavirus disease, COVID-19, which could significantly disrupt our operations and ~~supply needle-free devices~~may materially and ~~receive payment for devices~~adversely impact our business and ~~a royalty on net product sales in accordance with the existing license and supply agreements until the Completion Date, which we expect to occur in 2019.~~financial conditions.”

We reported a net ~~losses~~loss of ~~$5.5 million and $6.2~~$2.4 million for the three months ended March 31, ~~2019 and 2018, respectively. Net~~2020 as compared to $5.5 million for the three months ended March 31, 2019. Our net loss per share was $0.01 and $0.03 for the three months ended March 31, 2020 and 2019, ~~as compared to $0.04 for the three months ended March 31, 2018.~~respectively. Operating results for the three months ended March 31, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~2020. The following is an analysis and discussion of our operations for the three months ended March 31, ~~2019~~2020 as compared to the same period in ~~2018.~~2019.

We generate revenue from proprietary and partnered product sales, license and development activities and royalty arrangements. Total revenue for the three months ended March 31, 2020 and 2019 ~~and 2018~~ was ~~$23.3~~$33.1 million and ~~$12.7~~$23.3 million, respectively, representing an increase in total revenue of ~~83%~~42% on a comparative basis. The following table provides details about the components of our revenue (in thousands):

	Three months ended March 31,				Three months ended March 31,
	2019		2018		2020		2019
Proprietary product sales	$	4,771	$	3,971	$	12,566	$	4,771
Partnered product sales		13,529		6,978		14,531		13,529
Total product revenue		18,300		10,949		27,097		18,300
Licensing and development revenue		915		1,285		1,755		915
Royalties		4,071		469		4,227		4,071
Total revenue	$	23,286	$	12,703	$	33,079	$	23,286

~~Total revenue~~Revenue from product sales was ~~$18.3~~$27.1 million and ~~$10.9~~$18.3 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively, an increase of ~~67%~~48% on a period over period basis. The ~~increase~~increases in product revenue ~~was~~were driven primarily by sales of recently approved products, both proprietary and partnered, as discussed below.

~~For the three months ended March 31, 2019 and 2018, we recognized revenue of $4.8 million and $4.0 million, respectively, from sales~~Sales of our proprietary products XYOSTED^®and OTREXUP^® ~~and XYOSTED~~^TM, which isare presented net of estimated product returns and sales ~~allowances.~~allowances, generated revenue of $12.6 million and $4.8 million for the three months ended March 31, 2020 and 2019, respectively. The increase in proprietary product sales for the three months ended March 31, ~~2019~~2020 as compared to the three months ended March 31, ~~2018 was~~2019 were principally attributable to sales of XYOSTED^TM®, which was launched for commercial sale in late ~~2018.~~2018 and grew steadily in 2019.

~~Partnered product sales were $13.5 million and $7.0 million for the three months ended March 31, 2019 and 2018, respectively.~~ We manufacture and sell devices, components and fully assembled and packaged product to our partners Teva, AMAG and formerly Ferring. Partnered product sales were $14.5 million and $13.5 million for the three months ended March 31, 2020 and 2019, respectively. The increase in revenue from sales of partnered products for the three months ended March 31, ~~2019~~2020 as compared to the same period in ~~2018~~2019 is primarily attributable to sales of auto injector devices ~~sold~~ to Teva for use with their generic Epinephrine Injection USP and an increase in revenue from Makena^® subcutaneous auto-injectors produced for AMAG, offset by decreases in sales from needle-free devices to Ferring and shipments of Sumatriptan Injection USP to ~~Teva and needle-free devices to Ferring. We will continue to manufacture and supply needle-free devices through the completion of the Ferring Transaction, which is expected to occur in 2019.~~Teva.

Licensing and development revenue ~~include~~includes license fees received from partners for the right to use our intellectual property and amounts earned in joint development arrangements with partners under which we perform joint development activities or develop new products on their behalf. Licensing and development revenue was ~~$0.9~~$1.8 million and ~~$1.3~~$0.9 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~decrease~~increase in licensing and development revenue recognized for the three months ended March 31, ~~2019~~2020 as compared to ~~2018~~the same period in 2019 was ~~primarily~~ a result of ~~a reduction~~an increase in development activities ~~with AMAG related to~~from the ~~Makena~~^® ~~auto injector product. As discussed above, we have~~ ongoing development programs with Pfizer and ~~Teva.~~the new development project with Idorsia that was announced in the fourth quarter of 2019.

Royalty revenue was ~~$4.1~~$4.2 million and ~~$0.5~~$4.1 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~significant~~net increase in royalty revenue was ~~primarily attributable to~~a result of an overall increase in royalties ~~received~~from Teva on their net sales of Epinephrine Injection USP, offset by a decrease in royalties from AMAG on their net sales of the Makena^® subcutaneous auto injector. ~~A portion of the increase was also attributable to royalties received from Teva on their net sales of Epinephrine Injection USP, which was launched in late 2018.~~

The following table summarizes our total revenue, cost of revenue and gross profit (in thousands):

	Three months ended March 31,						Three months ended March 31,
	2019			2018			2020			2019
Total revenue	$	23,286		$	12,703		$	33,079		$	23,286
Total cost of revenue		10,946			7,186			15,047			10,946
Gross profit	$	12,340		$	5,517		$	18,032		$	12,340
Gross profit percentage		53	%		43	%		55	%		53	%

Fluctuations in our gross profit and gross profit percentage are driven by our overall revenue mix. Our gross profit was ~~$12.3~~$18.0 million and ~~$5.5~~$12.3 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The increase in our gross profit and gross profit percentage was primarily attributable to the ~~significant~~ increase in ~~royalty revenue,~~our proprietary product sales, which have ~~no associated incremental cost.~~a higher gross margin than partnered product sales. Other variations in cost of revenue and gross profit were attributable ~~to our increase in product revenue, and~~ to our development activities, which fluctuate depending on the mix of development projects in progress and stages of completion in each period.

Research and development expenses consist of external costs for clinical studies and analysis activities, design work and prototype development, FDA application fees, personnel costs and other general operating expenses associated with our research and development activities. Research and development expenses were ~~$2.4~~$3.0 million and ~~$2.9~~$2.4 million for the three months ended March 31, 2020 and 2019, respectively, and ~~2018, respectively. The decrease in research~~were attributable to our ongoing internal development programs including, but not limited to, ATRS-1901 and ~~development costs on a comparative basis was primarily due to higher spending associated with XYOSTED~~^TM ~~prior to its approval in 2018.~~ATRS-1902.

Selling, general and administrative expenses were ~~$14.9~~$16.4 million and ~~$8.2~~$14.9 million for three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~increases in selling, general and administrative expenses ~~was~~were principally attributable to incremental sales and marketing costs incurred in connection with the ~~recent launch~~sales and marketing of XYOSTED^TM®~~, including the~~ and an increase in general and administrative expenses, primarily due to increased compensation ~~and benefits expense associated with approximately 50 additional sales representatives hired in late 2018.~~costs.

At March 31, ~~2019,~~2020, we had cash and cash equivalents of ~~$23.2~~$33.8 million and short-term investments of $16.5 million. Our principal liquidity needs are to fund our product manufacturing costs, research and development activities and ~~for the payment of~~ other operating expenses. We have not historically generated ~~and do not currently expect to generate,~~ enough revenue or operating cash flow to support or grow our operations and ~~we continue to operate primarily by raising capital. Our~~our primary sources of liquidity ~~are~~and capital have been proceeds from equity offerings and debt issuance. WeHowever, we believe that the combination of our current cash and cash equivalents, investments, projected product sales, development revenue milestones and royalties will provide us with sufficient funds to meet our obligations and support operations through at least the next twelve months from the date of this report.

~~We are~~The Company is party to a ~~sales~~loan and security agreement, as amended, (the ~~“Sales~~“Loan Agreement”) with ~~Cowen and Company, LLC (“Cowen”) under which we may offer and sell,~~ ~~from time to time at our sole discretion, shares of common stock having an aggregate offering price~~Hercules Capital, Inc., for a term loan of up to ~~$30.0~~$50.0 million ~~through Cowen~~(the “Term Loan”), under which the Company has borrowed $40.0 million as ~~our sales agent and/or principal. Cowen may sell the common stock~~of March 31, 2020. The amortizing Term Loan is secured by ~~any method permitted by law deemed to be an “at the market offering” (the “Offering”) as~~ ~~defined in Rule 415~~substantially all of the ~~Securities Act~~Company’s assets, excluding intellectual property, accrues interest at a prime-based variable rate with a maximum of ~~1933, as amended. We pay Cowen~~9.5%, provides for payments of interest-only until August 1, 2021 and matures on July 1, 2022, which may be extended to July 1, 2024 contingent upon satisfaction of a ~~commission~~certain loan extension milestone.

The Company may, but is not obligated to, request one or more additional advances of ~~3.0%~~at least $5.0 million, not to exceed $10.0 million in the aggregate. The option to request additional advances is available between January 1, 2020 and September 15, 2020 and the interest-only payment period of the ~~gross sales proceeds~~Term Loan may be extended to August 1, 2022. The Company is required to pay an end of ~~any common stock sold through Cowen~~term fee equal to 4.25% of the first $25.0 million and 3.95% of all other borrowings under the ~~Sales Agreement.~~loan, payable upon the earlier of July 1, 2022 or repayment of the loan.

During the three months ended March 31, 2019, we sold 2.3 million shares of common stock pursuant to the Offering and Sales Agreement, which generated gross proceeds of $8.1 million less sales commission and payment of offering costs, resulting in net offering proceeds to the Company of $7.8 million. To date, we have sold 4.4 million shares pursuant to the Offering with an aggregate offering price of $15.6 million.

Operating cash inflows are generated primarily from product sales, license and development fees and royalties. Operating cash outflows consist principally of expenditures for manufacturing costs, personnel costs, general and administrative expenses, research and development ~~projects,~~activities, and sales and marketing ~~activities.~~costs. Fluctuations in cash ~~used in~~from operating activities are primarily a result of the timing of cash receipts and disbursements. Net cash provided by operating activities was $5.6 million for the three months ended March 31, 2020 as compared to net cash used in operating activities ~~was~~of $12.0 million for the three months ended March 31, ~~2019 and $6.0 million for~~2019. The change in the ~~three months ended March 31, 2018. The increase in~~ net cash ~~used in~~from operating activities was primarily ~~driven by~~a result of our smaller net loss ~~inventory build, growth~~ in ~~accounts receivable~~2020 as compared to 2019 and other changes in operating assets and liabilities due to timing of cash receipts and cash payments.

Net cash ~~used in~~provided by investing activities was ~~$0.4~~$5.4 million for the three months ended March 31, ~~2019~~2020 as compared to ~~net cash provided by~~$0.4 million used in investing activities ~~of $2.7 million~~ for the three months ended March 31, ~~2018.~~2019. The net cash ~~outflow~~provided by investing activities for the three months ended March 31, 2020 was attributable to $6.0 million in maturities of short-term investments offset by capital expenditures of $0.6 million. Cash used in investing activities for the three months ended March 31, 2019 was solely attributable to capital expenditures as compared to the net cash inflow for the three months ended March 31, 2018 which included the receipt of $2.75 million in connection with the Ferring Transaction offset by payments for capital ~~expenditures and patent acquisition costs.~~expenditures.

The net cash flow ~~provided by~~used in financing activities was ~~$7.7~~$0.3 million for the three months ended March 31, ~~2019,~~2020, and consisted of ~~$7.8~~$0.3 million in ~~cash proceeds received from sales of our common stock and $0.3 million~~ proceeds from the exercise of stock options offset by ~~$0.4~~$0.6 million ~~remitted~~paid to taxing authorities in connection with net-share settled stock-based awards for which we withheld shares equivalent to the value of the employees’ tax obligation for the applicable income and other employment taxes. Net cash ~~used in~~provided by financing activities for the three months ended March 31, ~~2018~~2019 was ~~$0.1~~$7.7 million, which included $7.8 million in net cash proceeds received from sales of our common stock through an at-the-market selling agreement and $0.4 million in ~~connection with~~proceeds from the exercise of stock options offset by ~~amounts~~$0.4 million paid to taxing authorities ~~for~~in connection with net-share settled ~~equity~~stock-based awards.

~~The following table presents~~There have been no significant changes to our contractual obligations and arrangements reported in our Annual Report on Form 10-K for the ~~related payments, including interest, due by period as of March~~fiscal year ended December 31, ~~2019:~~2019

The preceding discussion and analysis of our results of operations and financial condition is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).) The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results could differ from our estimates, and significant variances could materially impact our financial condition and results of operations.

The accounting policies we believe to be most critical to understanding our results of operations and financial condition related to revenue recognition and inventory valuation, which are fully described in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

We do not have any off-balance sheet arrangements, including any arrangements with any structured finance, special purpose or variable interest entities.

~~Our primary market risk exposure is~~We are exposed to foreign exchange rate fluctuations of the Swiss Franc to the U.S. dollar as the financial position and operating results of our subsidiaries in Switzerland are translated into U.S. dollars for consolidation. ~~Our exposure to foreign exchange rate fluctuations also arises from transferring funds to our Swiss subsidiaries in Swiss Francs.~~ In addition, we have exposure to exchange rate fluctuations between the Euro and the U.S. ~~dollar.~~ dollar for some of our transactions. We do not currently use derivative financial instruments to hedge against exchange rate risk. The effect of foreign exchange rate fluctuations on our financial results for the period ended March 31, ~~2019~~2020 was not material.

We may also be exposed to interest rate risk and interest rate fluctuations as a result of our long-term debt financing. Our loan, with a current outstanding principal balance of ~~$25.0~~$40.0 million accrues interest at a calculated prime-based variable rate with a maximum interest rate of 9.50%~~, which was the rate in effect during the three months ended March 31, 2019.~~. A hypothetical increase or decrease in the interest rate of 1.0% would result in additional or lower ~~incremental~~ annual interest expense of ~~$250,000.~~$400,000.

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. The evaluation was performed to determine whether the Company’s disclosure controls and procedures have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and is accumulated and communicated to management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report were effective.

There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial ~~reporting other than additional controls that were designed and implemented in connection with the adoption of Accounting Standards Update No. 2016-02,~~ ~~Leases (Topic 842)~~.reporting.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is also 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, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

On October 23, 2017, Randy Smith filed a complaint in the District of New Jersey, captioned Randy Smith, Individually and on Behalf of All Others Similarly Situated v. Antares Pharma, Inc., Robert F. Apple and Fred M. Powell (“Smith”), Case No. 3:17-cv-08945-MAS-DEA, on behalf of a putative class of persons who purchased or otherwise acquired Antares securities between December 21, 2016 and October 12, 2017, inclusive, asserting claims for purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against Antares, Robert F. Apple and Fred M. Powell. The Smith complaint contends that defendants made false and/or misleading statements and/or failed to disclose that: (i) Antares had provided insufficient data to the FDA in connection with the NDA for XYOSTED^TM®; and (ii) accordingly, Antares had overstated the approval prospects for XYOSTED^TM®. On July 27, 2018, the court entered an order appointing Serghei Lungu as lead plaintiff, Pomerantz LLP as lead counsel, and Lite DePalma Greenberg, LLC as liaison counsel for plaintiff. On August 3, 2018, the parties submitted a stipulation and proposed order, setting forth an agreed-upon schedule for responding to the complaint, which the court granted. Pursuant to that order, plaintiff filed a Consolidated Amended Class Action Complaint on October 9, 2018. On November 26, 2018, defendants filed a motion to dismiss. Plaintiff filed an opposition to the motion on January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. On July 2, 2019, the court dismissed the complaint in its entirety without prejudice. On July 29, 2019, plaintiff filed a Consolidated Second Amended Class Action Complaint against the same parties alleging substantially similar claims. On September 12, 2019, defendants filed a motion to dismiss the Consolidated Second Amended Class Action Complaint. Plaintiffs’ opposition was filed on October 28, 2019 and defendants’ reply in support of their motion was filed on November 27, 2019. On April 28, 2020, the court dismissed the Consolidated Second Amended Class Action Complaint in its entirety. The court further ordered that plaintiff may file an amended complaint by May 29, 2020 and provide the court with a form of the amended complaint that indicates in what respect(s) it differs from the complaint which it proposes to amend. The Company believes that the claims in the Smith action lack merit and intends to defend them vigorously.

On January 12, 2018, a stockholder of our Company filed a derivative civil action, captioned Chiru Mackert, derivatively on behalf of Antares Pharma, Inc., v. Robert F. Apple, et al.(“~~Mackert~~”), in the Superior Court of New Jersey Chancery Division, Mercer County (Case No. C-000011-18). On January 17, 2018, another stockholder filed a derivative action in the same court, captioned Vikram Rao, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“~~Rao~~”) (Case No. C-000004-18). Both complaints name Robert F. Apple, Fred M. Powell, Thomas J. Garrity, Jacques Gonella, Anton Gueth, Leonard S. Jacob, Marvin Samson and Robert P. Roche, Jr. as defendants, and the Company as nominal defendant, and they assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising from the same facts underlying the Smith securities class action. The plaintiffs seek damages, corporate governance and internal procedure reforms and improvements, restitution, reasonable attorneys’ fees, experts’ fees, costs, and expenses.The parties have filed a stipulation consolidating the two actions and staying the proceedings pending the court’s decision on defendants’ motion to dismiss the Smith action.

On January 17, 2018, a stockholder of our Company filed a derivative civil action, captioned Robert Clark, Derivatively on Behalf of Antares Pharma, Inc. v. Robert F. Apple, et al. (“Clark”) (Case No. 3:18-cv-00703-MAS-DEA), against Robert F. Apple, Thomas J. Garrity, Jacques Gonella, Leonard S. Jacob, Marvin Samson, Anton G. Gueth and Robert P. Roche, Jr. as defendants, and Company as a nominal defendant. The action was filed in the U.S. District Court for the District of New Jersey and asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and a violation of Section 14(a) of the Securities Exchange Act of 1934. This complaint relates to the same facts underlying the Smith securities class action and the other derivative actions. The plaintiff in Clark seeks damages, corporate governance and internal procedure reforms and improvements, reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The parties have filed a stipulation staying the action pending the court’s decision on defendants’ motion to dismiss the Smith action.

~~In addition~~We face uncertainty and risks related to the ~~information contained~~outbreak of the novel coronavirus disease, COVID-19, which could significantly disrupt our operations and may materially and adversely impact our business and financial conditions.

In December 2019, a novel strain of the coronavirus (COVID-19) surfaced in Wuhan, China. Since COVID-19 first emerged, the virus has now spread to over 150 countries including every state in the United States and has evolved into a global pandemic according to the World Health Organization. The United States and many other countries have declared a national emergency with respect to the COVID-19 outbreak. The outbreak and government measures taken in response have severely impacted global economic activity. Many countries and almost all states in the United States have reacted to the outbreak by implementing stay-at-home or quarantine orders, mandating certain business and school closures and restricting travel. In response to the COVID-19 pandemic, most of our executive and administrative functions are working remotely and we have limited the number of staff in our facilities to those necessary for essential functions such as research, development, manufacturing and supply. We have also suspended face to face activity for our field-based employees and are utilizing virtual meeting platforms and other forms of social media to connect with our existing and potential customers and healthcare professionals. While our sales force works remotely, the various stay-at-home orders and restrictions have limited patient access to physicians, and we have experienced, and may continue to experience, a decrease in new prescriptions for our proprietary products. Our partners may also experience a decrease in demand for

our partnered products due to the COVID-19 pandemic or the related restrictions. While we have taken measures to help minimize the potential impact of the various government orders, the effects of these restrictions may negatively impact productivity and demand for our products, disrupt our business and delay development programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. These restrictions and others in the future, as well as the continued uncertainty on the duration, scope and severity of the outbreak, could negatively impact our business, operating results and financial condition.

We currently rely on many third parties to source API and drug product, manufacture and assemble our devices, distribute finished products and provide various logistics activities for our business. If any of these third parties are adversely impacted by the COVID-19 pandemic or the restrictions resulting from the outbreak, for example, one of our third party manufacturer’s facility had a temporary shutdown as a result of a positive COVID-19 diagnosis by an employee, we may experience delays or disruptions in our product supply chain which could have a material and adverse impact on our business. The ongoing spread of COVID-19 in the United States and the mitigation measures imposed may limit healthcare professional interaction, curtail patient visits to physicians and reduce the demand for our products in the future which could have a material adverse impact on our business. Moreover, to the extent that we or our partners are conducting clinical trials, the COVID-19 pandemic could cause delays or disruptions in these or future development programs. The COVID-19 pandemic could potentially impact the FDA or other regulatory authorities which could cause delays in meetings or review of pending applications or submissions and impact our business.

While the full economic impact and duration of the COVID-19 pandemic and the mitigation measures may be difficult to assess or predict at this time, global economic conditions have already been adversely affected by the COVID-19 crisis and these conditions could have an adverse effect on our business including demand for our product, future revenue and operating results. Many economists predict that the United States and global economies will enter a recession as a result of COVID-19 in the coming months which could materially affect our business. The COVID-19 pandemic has also had an adverse impact on the financial markets including our current stock price and continued and further disruption of the global financial markets could further negatively impact the price of our common stock and reduce our ability to access capital in the future, if required.

The global pandemic of COVID-19 continues to evolve rapidly. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impact to our business or the economy as a whole and these effects could have a material and adverse impact on our business and operations.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this ~~report, you should carefully consider~~section and in the ~~risk factors discussed in Part I, “Item 1A. Risk Factors” in~~“Risk Factor” section of our Annual Report on Form 10-K for the year ended December 31, ~~2018, which could materially affect our business, financial condition or future results.~~2019. The risks described herein and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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.

100 Princeton South, Suite 300,Ewing,NJ		08628
(Address of PrincipalExecutiveOffices)		(ZipCode)

Large accelerated filer	☐	Accelerated filer	☒

Non–accelerated filer	☐	Smaller reporting company	☐☒

Emerging growth company	☐		~~Emerging growth company~~	☐

			PAGE

PART I.		FINANCIAL INFORMATION	3

	Item 1.	Financial Statements	3

		Consolidated Balance Sheets as of March 31, ~~2019~~2020 (Unaudited) and December 31, ~~2018~~2019	3

		Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	4

		Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	5

		Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	6

		Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	7

		Notes to Consolidated Financial Statements (Unaudited)	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

	Item 4.	Controls and Procedures	22

PART II.		OTHER INFORMATION	23

	Item 4.1.	~~Controls and Procedures~~Legal Proceedings	23

~~PART II.~~		~~OTHER INFORMATION~~	24

	~~Item 1.~~	~~Legal Proceedings~~	24

	Item 1A.	Risk Factors	2423

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

	Item 3.	Default Upon Senior Securities	24

	Item 4.	Mine Safety Disclosures	24

	Item 5.	Other Information	24

	Item 6.	Exhibits	25

		SIGNATURES	26

	Three months ended
	March 31,
	2018
Research and development, as reported	$	3,320
Research and development, as revised		2,900
Selling, general and administrative, as reported		7,816
Selling, general and administrative, as revised		8,236

	Amount
2019	$	797
2020		515
2021		549
2022		162
Total remaining lease payments		2,023
Less: imputed interest		(102	)
Total lease liabilities	$	1,921

	Performance Stock Units					Restricted Stock Units
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019		1,841		$	3.00		1,401	$	2.82
Granted		—			—		—		—
Incremental shares earned		77			—		—		—
Vested/settled		(388	)		3.11		—		—
Forfeited/expired		(351	)		3.13		—		—
Outstanding at March 31, 2020		1,179		$	3.01		1,401	$	2.82

	Payments Due by Period
			Less than		1 - 3		3 - 5		More than
	Total		1 year		years		years		5 years
Long-Term Debt Obligations	$	30,774	$	7,211	$	19,220	$	4,343	$	—
Operating Lease Obligations		2,023		923		1,100		—		—
Total	$	32,797	$	8,134	$	20,320	$	4,343	$	—

Exhibit No.		Description

31.1#		Certificate of the Chief Executive Officer of Antares Pharma, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#		Certificate of the Chief Financial Officer of Antares Pharma, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1##		Certificate of the Chief Executive Officer of Antares Pharma, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2##		Certificate of the Chief Financial Officer of Antares Pharma, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS#		XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

101.SCH#		Inline XBRL Taxonomy Extension Schema Document

101.CAL#		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB#		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE#		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF#		Inline XBRL Taxonomy Extension Definition Document

104#		Cover Page Interactive Data File (the cover page interactive data does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

		ANTARES PHARMA, INC.

May ~~2, 2019~~5, 2020		/s/ Robert F. Apple
		Robert F. Apple
		President and Chief Executive Officer
		(Principal Executive Officer)

May ~~2, 2019~~5, 2020		/s/ Fred M. Powell
		Fred M. Powell
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

	Three Months Ended
	March 31,
	2020	2019
Teva	42%	46%
AMAG	16%	20%
AmerisourceBergen Corporation	12%	<10%
McKesson Corporation	11%	<10%
Cardinal Health	10%	<10%
Ferring	<10%	13%

	Three Months Ended
	March 31,
	2019		2018
Teva	$	10,611	$	4,167
AMAG		4,592		2,834
McKesson		1,247		1,843
AmerisourceBergen		1,581		1,423
Ferring		3,096		1,474