Workflow
Tempest Therapeutics(TPST)
icon
Search documents
Tempest Therapeutics(TPST) - 2022 Q1 - Quarterly Report
2022-05-13 12:04
[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's analysis, and internal controls for the reporting period [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited financial statements for Q1 2022 show a net loss of $8.5 million, a decrease in total assets, and an accumulated deficit of $108.6 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2022, shows total assets decreased to $67.0 million, primarily due to reduced cash, while stockholders' equity declined to $29.4 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $45,754 | $51,829 | | Total current assets | $62,710 | $68,963 | | Total assets | $66,953 | $73,238 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $20,815 | $20,026 | | Total liabilities | $37,596 | $37,121 | | Total stockholders' equity | $29,357 | $36,117 | | Total liabilities and stockholders' equity | $66,953 | $73,238 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations for Q1 2022 show a net loss of $8.5 million, an increase from the prior year, driven by higher operating expenses Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Research and development | $5,109 | $3,592 | | General and administrative | $3,052 | $1,535 | | Loss from operations | ($8,161) | ($5,127) | | Net loss | ($8,491) | ($5,355) | | Net loss per share, basic and diluted | ($1.18) | ($10.55) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity decreased to $29.4 million as of March 31, 2022, primarily due to the $8.5 million net loss for the quarter - The company's total stockholders' equity declined by **$6.7 million** during the first quarter of 2022, moving from **$36.1 million** to **$29.4 million**[19](index=19&type=chunk) - The primary driver of the decrease in equity was the net loss of **$8.5 million** incurred during the three-month period[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $7.1 million for Q1 2022, resulting in a $5.7 million net decrease in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Cash used in operating activities | ($7,107) | ($6,310) | | Cash used in investing activities | ($3) | ($14) | | Cash provided by financing activities | $1,403 | $14,944 | | Net (decrease) increase in cash | ($5,707) | $8,620 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's oncology business, the Millendo merger accounting, cash sufficiency, and a $15 million legal settlement fully covered by insurance - Tempest is a clinical-stage oncology company with two main clinical programs: **TPST-1120** (PPARα antagonist) and **TPST-1495** (EP2/EP4 antagonist)[25](index=25&type=chunk) - The June 2021 merger with Millendo was accounted for as a reverse recapitalization, with Private Tempest as the accounting acquirer[28](index=28&type=chunk) - Management believes cash and cash equivalents as of March 31, 2022, are sufficient to fund operations for the next 12 months, further strengthened by a **$15 million** PIPE financing completed in April 2022[30](index=30&type=chunk)[31](index=31&type=chunk) - A shareholder class action lawsuit (Dahhan v. OvaScience) was preliminarily settled for **$15 million**, which will be funded entirely by insurance and recorded as both an accrued legal settlement and an insurance recovery[53](index=53&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's oncology programs, continued operating losses, increased expenses, and sufficient cash position for the next 12 months, bolstered by recent financing - The company is advancing three novel, orally available therapies for solid tumors: **TPST-1495** (dual EP2/EP4 antagonist), **TPST-1120** (PPARα antagonist), and a preclinical **TREX-1 inhibitor**[91](index=91&type=chunk) Comparison of Operating Expenses (in thousands) | Expense Category | Q1 2022 | Q1 2021 | Change | | :--- | :--- | :--- | :--- | | Research and development | $5,109 | $3,592 | +$1,517 | | General and administrative | $3,052 | $1,535 | +$1,517 | - The increase in R&D expense was due to expanded research efforts, while the rise in G&A expense was primarily due to increased professional fees and insurance costs associated with being a public company post-merger[108](index=108&type=chunk)[109](index=109&type=chunk) - As of March 31, 2022, the company had **$45.8 million** in cash and cash equivalents and believes this is sufficient to fund operations for at least the next 12 months, further strengthened by a **$15 million** PIPE financing completed in April 2022[95](index=95&type=chunk)[96](index=96&type=chunk)[112](index=112&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to identified material weaknesses, for which a remediation plan is underway - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2022[125](index=125&type=chunk) - The ineffectiveness is due to previously identified material weaknesses, including insufficient resources with appropriate expertise in financial reporting and failure to design and implement controls to review clinical trial expenses[128](index=128&type=chunk)[129](index=129&type=chunk) - A remediation plan is underway, involving recruiting additional accounting personnel and finalizing the design and implementation of management review controls for clinical trial expenses[130](index=130&type=chunk)[132](index=132&type=chunk) [PART II — OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other disclosures pertinent to the company's operations [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in litigation inherited from the Millendo/OvaScience merger, including a **$15 million** shareholder class action settlement fully covered by insurance - The company is involved in litigation inherited from the Millendo/OvaScience merger[50](index=50&type=chunk)[139](index=139&type=chunk) - A shareholder class action (Dahhan v. OvaScience) has been preliminarily settled for **$15 million**, which will be fully covered by insurance and has been recorded on the balance sheet[53](index=53&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant financial, operational, clinical, regulatory, and intellectual property risks, including a history of losses and material weaknesses in internal controls - **Financial Risks:** The company has a history of operating losses, expects them to continue, and will need to raise additional capital, which may not be available on acceptable terms[142](index=142&type=chunk)[151](index=151&type=chunk)[154](index=154&type=chunk) - **Internal Control Risks:** Material weaknesses have been identified in internal control over financial reporting, which could harm the business and stock value if not remediated effectively[144](index=144&type=chunk)[160](index=160&type=chunk) - **Clinical and Regulatory Risks:** There is a high risk of failure in clinical development, with success in early trials not guaranteeing later success, and the regulatory approval process being lengthy, costly, and uncertain[144](index=144&type=chunk)[177](index=177&type=chunk)[187](index=187&type=chunk) - **Operational and Commercialization Risks:** The company faces significant competition, relies on third parties for manufacturing, and the commercial success of its products depends on market acceptance and adequate reimbursement from payors[218](index=218&type=chunk)[221](index=221&type=chunk)[206](index=206&type=chunk) - **Intellectual Property Risks:** The company's success depends on its ability to obtain, maintain, and protect its intellectual property, which is a difficult and costly process with an uncertain outcome[290](index=290&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period covered by this report - None[373](index=373&type=chunk) [Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable - Not applicable[374](index=374&type=chunk) [Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[375](index=375&type=chunk) [Other Information](index=63&type=section&id=Item%205.%20Other%20Information) Not applicable - Not applicable[376](index=376&type=chunk) [Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and XBRL data files - The report includes a list of exhibits filed, such as the Agreement and Plan of Merger, Restated Certificate of Incorporation, and various officer certifications[378](index=378&type=chunk)[379](index=379&type=chunk)
Tempest Therapeutics (TPST) Investor Presentation - Slideshow
2022-04-14 16:09
TEMPEST THERAPEUTICS Company Overview April 2022 Information Regarding Disclosures Forward-Looking Statements This presentation contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the "Securities Act")) concerning Tempest Therapeutics, Inc. ("Tempest Therapeutics"). These statements may discuss goals, intentions and expectations as to future plans, trends, events, resul ...
Tempest Therapeutics(TPST) - 2021 Q4 - Annual Report
2022-03-29 20:57
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________________________________________________________________________________________________________________ FORM 10-K _______________________________________________________________________________________________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO ...
Tempest Therapeutics(TPST) - 2021 Q3 - Quarterly Report
2021-11-10 21:07
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC For the transition period from to . Commission File No. 001-35890 Tempest Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 45-1472564 (State or Other Jurisdiction of (I.R.S. Employer Incorporation ...
Tempest Therapeutics(TPST) - 2021 Q2 - Quarterly Report
2021-08-12 20:27
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35890 Tempest Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) (Former Name, Former Address and Form ...
Tempest Therapeutics(TPST) - 2021 Q1 - Quarterly Report
2021-05-13 11:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________________ FORM 10-Q _____________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ ...
Tempest Therapeutics(TPST) - 2020 Q4 - Annual Report
2021-03-29 11:38
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________________________________________________________________________________________________________________ FORM 10-K _______________________________________________________________________________________________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO ...
Tempest Therapeutics(TPST) - 2020 Q3 - Quarterly Report
2020-11-09 12:01
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________________ FORM 10-Q _____________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ ...
Millendo Therapeutics (MLND) Investor Presentation - Slideshow
2020-08-13 22:00
Corporate Presentation August 2020 Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this presentation regarding matters that are not historical facts, are 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. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," " ...
Tempest Therapeutics(TPST) - 2020 Q2 - Quarterly Report
2020-08-10 11:01
PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited interim financials for H1 2020 report a **$22.7 million net loss**, reduced cash, and a strategic pivot to MLE-301 development [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$57.1 million** by June 30, 2020, primarily due to a reduction in cash and cash equivalents Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $50,312 | $62,478 | | Total current assets | $54,072 | $71,132 | | Total assets | $57,132 | $74,970 | | Total current liabilities | $10,086 | $12,520 | | Total liabilities | $12,188 | $15,099 | | Total stockholders' equity | $44,944 | $59,871 | [Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss for Q2 2020 was **$10.7 million**, and **$22.7 million** for H1 2020, primarily due to increased R&D expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $6,466 | $5,981 | $14,006 | $12,185 | | General and administrative | $4,138 | $4,179 | $8,733 | $8,632 | | Loss from operations | $10,604 | $10,160 | $22,739 | $20,817 | | Net loss | $(10,672) | $(9,871) | $(22,670) | $(20,237) | | Net loss per share | $(0.56) | $(0.74) | $(1.21) | $(1.51) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations for H1 2020 was **$18.0 million**, with a **$12.5 million** decrease in total cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,030) | $(21,174) | | Net cash (used in) provided by investing activities | $(26) | $4,108 | | Net cash provided by (used in) financing activities | $5,513 | $(38) | | Net decrease in cash, cash equivalents and restricted cash | $(12,495) | $(17,139) | | Cash, cash equivalents and restricted cash at end of period | $51,017 | $56,631 | [Notes to Unaudited Interim Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Interim%20Consolidated%20Financial%20Statements) Notes detail program discontinuations, associated **$3.1 million** closeout costs and **$1.1 million** termination benefits, and a **$51.0 million** cash position - The company discontinued the development of livoletide for PWS in April 2020, recording **$3.1 million** in associated costs in Q2 2020[22](index=22&type=chunk) - Following the PWS program discontinuation, the company eliminated approximately **30% of its workforce**, resulting in **$1.1 million** in one-time termination benefits in Q2 2020[23](index=23&type=chunk) - In June 2020, the company ceased investing in the development of nevanimibe for CAH based on an interim data review[24](index=24&type=chunk) - As of June 30, 2020, the company had **$51.0 million** in cash, cash equivalents, and restricted cash, which management believes is sufficient to fund operations for at least 12 months[27](index=27&type=chunk)[31](index=31&type=chunk) - In March 2020, the company sold 719,400 shares of common stock under its "at-the-market" (ATM) equity distribution agreement for net proceeds of approximately **$5.7 million**[30](index=30&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to MLE-301, increased R&D expenses, and a **$51.0 million** cash position projected to fund operations into 2022 [Overview and COVID-19 Update](index=22&type=section&id=Overview%20and%20COVID-19%20Update) The company refocused on MLE-301 development with a Phase 1 trial planned for Q3 2020, initiated a strategic review, and monitors COVID-19 impacts - The company's primary focus is now on developing MLE-301 for vasomotor symptoms (VMS) in menopausal women, with a Phase 1 trial expected to start in Q3 2020[78](index=78&type=chunk)[79](index=79&type=chunk) - Development of livoletide for PWS was discontinued in April 2020, and investment in nevanimibe for CAH ceased in June 2020[80](index=80&type=chunk)[82](index=82&type=chunk) - The company has engaged SVB Leerink to support a strategic review process to maximize stockholder value[84](index=84&type=chunk) - The COVID-19 pandemic is being closely monitored, but the company expects to have an adequate supply of MLE-301 for its planned Phase 1 trial[86](index=86&type=chunk)[87](index=87&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) R&D expenses increased to **$6.5 million** in Q2 2020 and **$14.0 million** in H1 2020, driven by MLE-301 and closeout costs Comparison of Operating Results (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $6,466 | $5,981 | $14,006 | $12,185 | | General and administrative | $4,138 | $4,179 | $8,733 | $8,632 | | Net loss | $(10,672) | $(9,871) | $(22,670) | $(20,237) | - The increase in Q2 2020 R&D expense was driven by a **$0.5 million** increase in preclinical/clinical costs (mainly for MLE-301) and a **$0.3 million** increase in compensation due to severance, partially offset by a **$0.2 million** decrease in stock-based compensation[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - The increase in H1 2020 R&D expense was primarily due to a **$1.9 million** rise in preclinical/clinical development costs related to MLE-301 and livoletide program closeout activities[107](index=107&type=chunk)[110](index=110&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company holds **$51.0 million** in cash, projected to fund operations into 2022, after using **$18.0 million** in H1 2020 operations - The company had cash, cash equivalents, and restricted cash of **$51.0 million** as of June 30, 2020[119](index=119&type=chunk) - Management projects the current cash position is sufficient to fund operations into 2022, based on current plans[90](index=90&type=chunk)[119](index=119&type=chunk) - In March 2020, the company sold 719,400 shares under its ATM agreement for net proceeds of approximately **$5.7 million**[118](index=118&type=chunk) - Net cash used in operating activities for the first six months of 2020 was **$18.0 million**, compared to **$21.2 million** for the same period in 2019[111](index=111&type=chunk)[112](index=112&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - The company is not required to provide disclosures about market risk as it qualifies as a smaller reporting company[127](index=127&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2020, with no material changes in internal controls - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2020[128](index=128&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[129](index=129&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending against shareholder derivative and class action lawsuits inherited from OvaScience, unable to estimate potential losses - The company is defending against a purported shareholder derivative action (Cima v. Dipp) and a shareholder class action lawsuit (Dahhan v. OvaScience, Inc.) related to the former operations of OvaScience[132](index=132&type=chunk)[133](index=133&type=chunk) - A third shareholder derivative complaint (Chiu v. Dipp) is currently stayed pending the resolution of the Dahhan Action[134](index=134&type=chunk) - The company believes the complaints are without merit but cannot estimate potential losses at this time[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include operating losses, capital needs, dependence on MLE-301, COVID-19 impacts, intense competition, and reliance on third parties - The company has a history of significant operating losses (**$231.3 million** accumulated deficit as of June 30, 2020) and expects to incur substantial losses for the foreseeable future[137](index=137&type=chunk) - Future success is highly dependent on the successful clinical development, regulatory approval, and commercialization of MLE-301, as previous lead candidates have been discontinued[155](index=155&type=chunk)[156](index=156&type=chunk) - The COVID-19 pandemic poses a material risk to business operations, clinical trial timelines, and the ability to access capital[305](index=305&type=chunk)[308](index=308&type=chunk) - The company relies on third-party CMOs for manufacturing and CROs for clinical trials, making it dependent on their performance and compliance with regulations like cGMP and GCP[291](index=291&type=chunk)[300](index=300&type=chunk) - The company faces substantial competition from major pharmaceutical and biotech companies with greater resources, such as Astellas and KaNDy Therapeutics in the VMS space[177](index=177&type=chunk)[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=90&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold, nor were any issuer purchases made during Q2 2020 - There were no sales of unregistered securities during the three months ended June 30, 2020[346](index=346&type=chunk) [Defaults Upon Senior Securities](index=90&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable as the company has no defaults upon senior securities to report - Not applicable[348](index=348&type=chunk) [Mine Safety Disclosures](index=90&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[349](index=349&type=chunk) [Other Information](index=90&type=section&id=Item%205.%20Other%20Information) No other information is reported for this period - Not applicable[350](index=350&type=chunk) [Exhibits](index=91&type=section&id=Item%206.%20Exhibits) Exhibits include amendments to equity incentive plans and CEO/CFO certifications required by Sarbanes-Oxley - The report includes amendments to the 2012 and 2019 Equity Incentive Plans[352](index=352&type=chunk) - Certifications by the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are filed as exhibits[352](index=352&type=chunk)