SAREPTA THERAPEUTICS, INC. (Exact Name of Registrant As Specified in Its Charter)

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SAREPTA THERAPEUTICS, INC. (Exact Name of Registrant As Specified in Its Charter) 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 March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-14895 SAREPTA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 93-0797222 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 215 First Street, Suite 415 Cambridge, MA 02142 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (617) 274-4000 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: 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Name of exchange on which registered Symbol Common Stock, $0.0001 par value per share SRPT The NASDAQ Global Select Market Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock with $0.0001 par value 74,153,868 (Class) (Outstanding as of May 3, 2019) SAREPTA THERAPEUTICS, INC. FORM 10-Q INDEX Page PART I — FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets — As of March 31, 2019 and December 31, 2018 3 Condensed Consolidated Statements of Operations and Comprehensive Loss — For the Three Months Ended March 31, 2019 and 2018 4 Condensed Consolidated Statements of Shareholders’ Equity – For the Three Months Ended March 31, 2019 and 2018 5 Condensed Consolidated Statements of Cash Flows — For the Three Months Ended March 31, 2019 and 2018 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures about Market Risk 28 Item 4. Controls and Procedures 29 PART II — OTHER INFORMATION Item 1. Legal Proceedings 30 Item 1A. Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 61 Item 3. Defaults Upon Senior Securities 61 Item 4. Mine Safety Disclosures 61 Item 5. Other Information 61 Item 6. Exhibits 61 Exhibits 62 Signatures 63 2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements SAREPTA THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share amounts) As of As of March 31, December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ 732,190 $ 370,829 Short-term investments 612,018 803,083 Accounts receivable 50,510 49,044 Inventory 140,467 125,445 Other current assets 136,238 77,782 Total current assets 1,671,423 1,426,183 Property and equipment, net of accumulated depreciation of $32,612 and $28,149 as of March 31, 2019, and December 31, 2018, respectively 106,280 97,024 Intangible assets, net of accumulated amortization of $4,276 and $3,852 as of March 31, 2019, and December 31, 2018, respectively 11,781 11,574 Right of use asset, net of accumulated amortization of $1,491 and nil as of March 31, 2019 and December 31, 2018, respectively 41,098 — Other assets 133,313 107,294 Total assets $ 1,963,895 $ 1,642,075 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 26,499 $ 33,829 Accrued expenses 100,120 134,095 Deferred revenue 3,985 3,303 Other current liabilities 6,762 2,463 Total current liabilities 137,366 173,690 Long-term debt 425,752 420,554 Lease liabilities 52,165 — Deferred rent and other 48 15,555 Total liabilities 615,331 609,799 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, $0.0001 par value, 3,333,333 shares authorized; none issued and outstanding — — Common stock, $0.0001 par value, 99,000,000 shares authorized; 74,133,521 and 71,071,887 issued and outstanding at March 31, 2019, and December 31, 2018, respectively 7 7 Additional paid-in capital 3,004,107 2,611,294 Accumulated other comprehensive income (loss) 19 (99) Accumulated deficit (1,655,569) (1,578,926) Total stockholders’ equity 1,348,564 1,032,276 Total liabilities and stockholders’ equity $ 1,963,895 $ 1,642,075 See accompanying notes to unaudited condensed consolidated financial statements. 3 SAREPTA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited, in thousands, except per share amounts) For the Three Months Ended March 31, 2019 2018 Revenues: Product, net $ 87,011 $ 64,604 Total revenues 87,011 64,604 Cost and expenses: Cost of sales (excluding amortization of in-licensed rights) $ 12,063 5,582 Research and development 90,553 46,204 Selling, general and administrative 60,566 43,341 Amortization of in-licensed rights 216 216 Total cost and expenses 163,398 95,343 Operating loss (76,387) (30,739) Other loss: Interest expense and other, net (172) (4,485) Other loss (172) (4,485) Loss before income tax expense (76,559) (35,224) Income tax expense 84 139 Net loss (76,643) (35,363) Other comprehensive income (loss): Unrealized gain (loss) on cash equivalents and short-term investments 118 (264) Total other comprehensive income (loss) 118 (264) Comprehensive loss $ (76,525) $ (35,627) Net loss per share - basic and diluted $ (1.07) $ (0.55) Weighted average number of shares of common stock used in computing basic and diluted net loss per share 71,731 64,631 See accompanying notes to unaudited condensed consolidated financial statements. 4 SAREPTA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) For the Three Months Ended March 31, 2019 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders' Shares Amount Capital Loss Deficit Equity Balance at December 31, 2018 71,072 7 2,611,294 (99) (1,578,926) 1,032,276 Exercise of options for common stock 382 — 9,973 — — 9,973 Grant of restricted stock awards and vest of restricted stock units, net of cancellations 35 — — — — — Shares withheld for taxes (7) — (889) — — (889) Issuance of common stock for cash, net of offering costs 2,604 — 365,264 — — 365,264 Issuance of common stock under employee stock purchase plan 48 — 2,326 — — 2,326 Stock-based compensation — — 16,139 — — 16,139 Unrealized gain from cash equivalents and available- for-sale securities — — — 118 — 118 Net loss — — — — (76,643) (76,643) Balance at March 31, 2019 74,134 $ 7 $ 3,004,107 $ 19 $ (1,655,569) $ 1,348,564 For the Three Months Ended March 31, 2018 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders' Shares Amount Capital Loss Deficit Equity Balance at December 31, 2017 64,792 6 2,006,598 (379) (1,217,008) 789,217 Exercise of options for common stock 653 1 11,887 — — 11,888 Grant of restricted stock awards and vest of restricted stock units, net of cancellations 14 — — — — — Issuance of common stock under employee stock purchase plan 34 — 756 — — 756 Stock-based compensation — — 10,526 — — 10,526 Unrealized loss from cash equivalents and available- for-sale securities — — — (264) — (264) Net loss — — — — (35,363) (35,363) Balance at March 31, 2018 65,493 $ 7 $ 2,029,767 $ (643) $ (1,252,371) $ 776,760 5 SAREPTA THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) For the Three Months Ended March 31, 2019 2018 Cash flows from operating activities: Net loss $ (76,643) $ (35,363) Adjustments to reconcile net loss to cash flows from operating activities: Depreciation and amortization 6,370 2,252 Amortization of investment discount (3,476) (1,259) Non-cash interest expense 5,208 4,940 Loss on disposal of assets 88 10 Stock-based compensation 16,139 10,526 Changes in operating assets and liabilities, net: Net increase in accounts receivable (1,466) (10,380) Net increase in inventory (15,022) (15,770) Net (increase) decrease in other assets (79,564) 4,672 Net decrease in accounts payable, accrued expenses, deferred revenue and other liabilities 2,133 4,704 Net cash
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