xlrn-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

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

For the transition period from to

Commission File Number: 001-36065

ACCELERON PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware

2836

27-0072226

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

128 Sidney Street

Cambridge, MA 02139

(617) 649-9200

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 per share	XLRN	The Nasdaq Global Market

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 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.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of November 1, 2021, there were 61,155,826 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020	4

	Condensed Consolidated Statements of Stockholders Equity for the three and nine months ended September 30, 2021 and 2020	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	29

Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 6.	Exhibits	34

SIGNATURES		35

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Acceleron Pharma Inc.

Condensed Consolidated Balance Sheets

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

(unaudited)


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	336,456	$	670,952
Short-term investments	254,113		178,951
Collaboration receivables (all amounts are with a related party)	34,195		26,101
Prepaid expenses and other current assets	71,844		17,265
Total current assets	696,608		893,269
Property and equipment, net	9,435		7,768
Operating lease - right of use asset, net	18,310		21,988

Long-term investments	61,950		7,585
Other assets	1,545		1,727
Total assets	$	787,848	$	932,337
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,086	$	8,472
Accrued expenses	44,122		44,681
Operating lease liability - right of use	8,163		7,010

Total current liabilities	57,371		60,163
Operating lease liability - right of use, net of current portion	11,951		17,067

Other non-current liabilities	373		—

Total liabilities	69,695		77,230
Commitments and contingencies (Note 12)
Stockholders’ equity:
Undesignated preferred stock, $0.001 par value: 25,000,000 shares authorized and no shares issued or outstanding	—		—
Common stock, $0.001 par value: 175,000,000 shares authorized; 61,130,687 and 60,383,867 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	61		60
Additional paid-in capital	1,793,384		1,732,772
Accumulated deficit	(1,074,894)		(877,437)
Accumulated other comprehensive loss	(398)		(288)
Total stockholders’ equity	718,153		855,107
Total liabilities and stockholders’ equity	$	787,848	$	932,337

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

Acceleron Pharma Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(amounts in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Collaboration revenue:
Milestone	$	—	$	—	$	—	$	25,000
Cost-sharing, net	2,156		3,298		6,812		9,800
Royalty	32,043		19,263		80,085		31,856
Total revenue (all amounts are with a related party)	34,199		22,561		86,897		66,656
Costs and expenses:
Research and development	59,717		40,747		173,146		116,663
Selling, general and administrative	45,112		21,042		111,646		59,705
Total costs and expenses	104,829		61,789		284,792		176,368
Loss from operations	(70,630)		(39,228)		(197,895)		(109,712)


Other income (expense), net	180		(6)		466		1,108
Loss before income taxes	(70,450)		(39,234)		(197,429)		(108,604)
Income tax provision	(15)		(11)		(28)		(31)
Net loss	$	(70,465)	$	(39,245)	$	(197,457)	$	(108,635)
Other comprehensive income (loss):
Net unrealized holding gains (losses) on short-term and long-term investments during the period, net of tax	11		(142)		(110)		(248)
Comprehensive loss	$	(70,454)	$	(39,387)	$	(197,567)	$	(108,883)

Net loss per share- basic and diluted	$	(1.16)	$	(0.66)	$	(3.25)	$	(1.95)

Weighted-average number of common shares used in computing net loss per share- basic and diluted	60,937		59,640		60,748		55,635

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

Acceleron Pharma Inc.

Condensed Consolidated Statements of Stockholders' Equity

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

(unaudited)

Three and Nine Months Ended September 30, 2021

Common Stock

Number of
Shares

$0.001 Par

Value

Additional
Paid-In Capital

Accumulated
Deficit

Accumulated Other Comprehensive Income (Loss)

Total
Stockholders'
Equity

Balance at December 31, 2020

60,383,867

SEC Form 10-Q filed by Acceleron Pharma Inc.