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 of the registrant’s Common Stock, $.01 par value, as of ~~November 1, 2018~~April 30, 2019 was ~~157,541,269~~162,619,811.

	September 30,			December 31,			March 31,			December 31,
	2018			2017			2019			2018
	(Unaudited)						(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	28,160		$	26,562		$	23,238		$	27,892
Short-term investments		—			4,993
Accounts receivable		15,483			11,878			29,772			18,976
Inventories		11,275			9,275			13,378			11,350
Deferred costs		275			505
Contract assets								9,445			10,442
Prepaid expenses and other current assets		1,806			2,323			3,657			2,648
Total current assets		56,999			55,536			79,490			71,308
Equipment, molds, furniture and fixtures, net		15,325			16,158			15,100			14,895
Patent rights, net		998			1,401
Right-of-use assets								1,910			—
Intangibles, net								688			831
Goodwill		1,095			1,095			1,095			1,095
Other assets		148			148			502			148
Total Assets	$	74,565		$	74,338		$	98,785		$	88,277
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	7,497		$	5,957		$	15,622		$	11,135
Accrued expenses and other liabilities		9,124			6,982			11,844			11,997
Deferred gain		7,500			—
Long-term debt, current portion								4,933			3,043
Lease liabilities, current portion								866			—
Deferred revenue		811			2,794			1,537			1,018
Total current liabilities		24,932			15,733			34,802			27,193
Long-term debt		25,059			24,858			20,260			22,083
Deferred revenue – long term		200			200
Lease liabilities, long-term								1,055			—
Total liabilities		50,191			40,791			56,117			49,276
Stockholders’ Equity:
Preferred Stock: $0.01 par, authorized 3,000 shares, none outstanding		—			—			—			—
Common Stock: $0.01 par; 300,000 shares authorized; 157,521 and 156,675 issued and outstanding at September 30, 2018 and December 31, 2017, respectively		1,575			1,567
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
Additional paid-in capital		306,435			302,965			323,972			314,907
Accumulated deficit		(282,934	)		(270,285	)		(282,223	)		(276,800	)
Accumulated other comprehensive loss		(702	)		(700	)		(706	)		(703	)
		24,374			33,547			42,668			39,001
Total Liabilities and Stockholders’ Equity	$	74,565		$	74,338		$	98,785		$	88,277

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	September 30,						September 30,						March 31,
	2018			2017			2018			2017			2019			2018
Revenue:
Product sales	$	11,597		$	13,328		$	33,641		$	30,709		$	18,300		$	10,949
Licensing and development revenue		2,554			1,504			5,624			8,952			915			1,285
Royalties		3,717			220			5,468			815			4,071			469
Total revenue		17,868			15,052			44,733			40,476			23,286			12,703
Cost of revenue:
Cost of product sales		6,982			7,600			20,195			16,682			10,568			6,536
Cost of development revenue		307			923			1,240			3,677			378			650
Total cost of revenue		7,289			8,523			21,435			20,359			10,946			7,186
Gross profit		10,579			6,529			23,298			20,117			12,340			5,517
Operating expenses:
Research and development		3,611			3,289			10,581			9,535			2,387			2,900
Selling, general and administrative		8,327			8,186			23,606			23,013			14,935			8,236
Total operating expenses		11,938			11,475			34,187			32,548			17,322			11,136
Operating loss		(1,359	)		(4,946	)		(10,889	)		(12,431	)		(4,982	)		(5,619	)
Interest expense		(674	)		(626	)		(1,959	)		(794	)		(661	)		(631	)
Other income		97			119			199			197			104			57
Net loss	$	(1,936	)	$	(5,453	)	$	(12,649	)	$	(13,028	)	$	(5,539	)	$	(6,193	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.03	)	$	(0.08	)	$	(0.08	)	$	(0.03	)	$	(0.04	)
Basic and diluted weighted average common shares outstanding		157,471			156,401			157,076			155,852			160,446			156,724

	Three Months Ended March 31, 2019
	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 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
Common stock issued under equity compensation plan, net of shares withheld for taxes		114		1		(131	)		—			—			(130	)
Exercise of options		32		—		28			—			—			28
Share-based compensation		—		—		985			—			—			985
Net loss		—		—		—			(6,193	)		—			(6,193	)
Other comprehensive income (loss)		—		—		—						10			10
March 31, 2018		156,821	$	1,568	$	303,847		$	(276,478	)	$	(690	)	$	28,247

	Nine Months Ended							Three Months Ended
	September 30,							March 31,
	2018				2017			2019			2018
Cash flows from operating activities:
Net loss	$	(12,649	)		$	(13,028	)	$	(5,539	)	$	(6,193	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		3,655				2,371			1,366			985
Depreciation and amortization		1,808				1,520			678			604
Accretion of interest expense		157				66
Amortization of debt issuance costs		43				18
Other		(7	)			52			67			63
Changes in operating assets and liabilities:
Accounts receivable		(3,606	)			(1,069	)		(10,799	)		(608	)
Inventories		(2,000	)			(2,615	)		(2,028	)		(655	)
Prepaid expenses and other assets		517				(300	)		(1,364	)		250
Deferred costs		230				560
Contract assets									997			73
Accounts payable		1,518				702			4,137			550
Accrued expenses and other current liabilities		2,157				550			(25	)		(99	)
Deferred revenue		(1,983	)			(4,309	)		520			(999	)
Net cash used in operating activities		(10,160	)			(15,482	)		(11,990	)		(6,029	)
Cash flows from investing activities:
Proceeds from sale of assets		7,500				—			—			2,750
Proceeds from maturities of investment securities		5,000				—
Purchases of investment securities		—				(9,964	)
Purchases of equipment, molds, furniture and fixtures		(526	)			(879	)		(391	)		(61	)
Additions to patent rights		(40	)			(83	)		—			(10	)
Net cash provided by (used in) investing activities		11,934				(10,926	)
Net cash (used in) provided by investing activities									(391	)		2,679
Cash flows from financing activities:
Proceeds from issuance of long-term debt		—				25,000
Payment of debt issuance costs		—				(293	)
Proceeds from issuance of common stock, net									7,785			—
Proceeds from exercise of stock options		366				1,670			350			28
Taxes paid related to net share settlement of equity awards		(543	)			(249	)		(408	)		(130	)
Net cash (used in) provided by financing activities		(177	)			26,128
Net cash provided by (used in) financing activities									7,727			(102	)
Effect of exchange rate changes on cash		1				(1	)		—			1
Net increase (decrease) in cash and cash equivalents		1,598				(281	)
Net decrease in cash and cash equivalents									(4,654	)		(3,451	)
Cash and cash equivalents:
Beginning of period		26,562		��		27,715			27,892			26,562
End of period	$	28,160			$	27,434		$	23,238		$	23,111
Supplemental disclosure of non-cash investing activities:
Purchases of equipment, molds, furniture and fixtures recorded in accounts payable and accrued expenses	$	56			$	93		$	399		$	173
Additions to patent rights recorded in accounts payable and accrued expenses	$	—			$	6		$	—		$	6

Antares Pharma, Inc. (“Antares” or the “Company”) is a ~~specialty pharmaceutical~~combination drug device company focused primarily on the development and commercialization of self-administered parenteral pharmaceutical products and technologies. The Company develops and commercializes, for itself 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 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 a portfolio of proprietary and partnered commercial products and ongoing product development programs in various stages of development. The Company has formed significant strategic alliances with Teva Pharmaceutical Industries, Ltd. (“Teva”), AMAG Pharmaceuticals, Inc. (“AMAG”) and Pfizer Inc. (“Pfizer”.)

The Company developed and commercialized 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, ~~and~~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~~FDA-approved subcutaneous testosterone enanthate product for once-weekly, at-home self-administration. ~~The Company is preparing for the commercial launch of XYOSTED~~^TM ~~by the end of 2018.~~

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.

Through its commercialization partner Teva, the Company sells 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 developed a subcutaneous auto injector for use with 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 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 ~~an epinephrine auto injector product to be sold in the U.S.~~ Teva’s ~~epinephrine auto injector drug-device combination product,~~Epinephrine Injection USP, which is indicated for emergency treatment of severe allergic reactions in adults and certain pediatric ~~patients,~~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, and has other ongoing internal 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, ~~2017.~~2018. Operating results for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606),~~ supplemented with a number of subsequent amendments issued by the FASB and collectively referred to herein as “Topic 606”. This guidance supersedes the revenue recognition requirements in Topic 605 ~~Revenue Recognition~~ (“Topic 605”) and requires entities to recognize revenues when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in

During the preparation of the consolidated financial statements for ~~those goods~~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 Company’s total operating expenses or ~~services.~~ 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 ~~606~~842”) effective January 1, 2019, electing the package of practical expedients and applying the transition provisions as of ~~January 1, 2018 using~~ the ~~modified retrospective transition method.Results for reporting~~effective date. Reporting periods beginning on or after January 1, ~~2018~~2019 are presented under Topic ~~606,~~842, while prior period amounts, as reported under previous GAAP, were not adjusted. ~~The cumulative effects~~As a result of the adoption of ~~the new standard were not material to~~Topic 842, the Company orrecognized approximately $1.0 million in right-of-use assets and lease liabilities in connection with its ~~consolidated financial statements. In addition, the difference between the amount~~existing operating leases, with a cumulative effect adjustment of ~~revenue recognized for the three and nine months ended September 30, 2018 under Topic 606~~$0.1 million to accumulated deficit as ~~compared to the amount~~ of ~~revenue that would have been recognized under Topic 605 is not material. See~~ ~~Revenue Recognition~~ ~~below for additional information about the Company’s revenue recognition policy in accordance with Topic 606.~~

~~In May 2017, the FASB issued ASU No. 2017-05,~~ Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). The amendments clarify that an entity should identify each distinct nonfinancial asset or in-substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. The Company adopted ASU 2017-05 effective January 1, 2018, which did not have any impact on the consolidated financial statements or result in any adjustment to opening retained earnings. See additional information about the impact of this standard in connection the accounting for the sale of assets discussed in Note 3.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting~~ (“ASU 2017-09”), which provides guidance on determining which changes to terms and conditions of share-based awards require an entity to apply modification accounting under Topic 718. This new standard is effective for annual reporting periods beginning after December 15, 2017.2019. The adoption of ~~ASU 2017-09~~Topic 842 on January 1, 2019 did not have a significant impact on the Company’s consolidated ~~financial statements.~~results of operations or cash flows.

In ~~February~~June 2016, the FASB issued ASU ~~No. 2016-02,~~2016-13, ~~Leases~~Financial Instruments - Credit Losses (Topic ~~842)~~326), Measurement of Credit Losses on Financial Instruments ~~(“ASU 2016-02”)~~. The amendment in this update 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 ~~new standard requires entities~~update is intended to ~~recognize on its balance sheet assets and liabilities associated~~provide financial statement users with more decision-useful information about the ~~rights and obligations created by leases with terms greater than twelve months.~~expected credit losses. This ~~new standard~~ASU is effective for annual ~~reporting~~periods and interim periods for those annual periods beginning after December 15, ~~2018, and interim periods within those annual periods.~~2019. The Company is currently evaluating the impact the adoption of ASU ~~2016-02~~2016-13 will have on its consolidated financial statements and currently expects that its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets in the statement of financial position upon adoption of ASU 2016-02 effective January 1, 2019.

From time to time, the Company has invested 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. These securities are carried at their amortized cost and fair value is determined by quoted market prices. At September 30, 2018, the Company had no short-term investments, and at December 31, 2017, the Company’s investments had a carrying value of $4,993, which approximated fair value.statements.

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 ~~$352~~$1,088 and ~~$510~~$847 at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Inventories consist of the following:

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 ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company’s equipment, molds, furniture and fixtures totaled ~~$15,325~~$15,100 and ~~$16,158,~~$14,895, respectively, which is presented net of accumulated depreciation of ~~$6,820~~$8,106 and ~~$5,445~~$7,570 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively. Depreciation expense was $1,376 and $1,068 for the nine months ended September 30,~~ 2018, ~~and 2017,~~ respectively.

The ~~carrying value~~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 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 ~~term loan was $25,059 and $24,858~~leasing arrangements are classified as operating leases with remaining lease terms of ~~September 30, 2018 and December 31, 2017, respectively, which is presented net of unamortized debt issuance costs. As of September 30, 2018, the prime-based variable interest rate was 9.50%.~~ seven months to three years.

The Company ~~believes that~~evaluates the ~~carrying value~~nature of each lease at the ~~term loan approximates its fair value~~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 ~~rates currently available~~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 ~~loans with similar terms.~~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:

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 ~~product~~products OTREXUP^® and XYOSTED^TM primarily to wholesale ~~pharmaceutical~~and specialty distributors. ~~Product revenue from sales of OTREXUP~~^®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 ~~product~~transaction price and the amount of consideration to ~~distributors and~~which it believes it is ~~presented net of estimated returns and product sales allowances for wholesaler discounts, prompt pay discounts, chargebacks, rebates and other patient discount programs.~~ ultimately entitled to receive. The ~~Company estimates returns and product sales allowances~~expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical ~~trends,~~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 ~~levels remaining~~ in the distribution ~~channel,~~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 ~~terms of contracts in place and other known factors or market expectations.~~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 ~~under a license, supply and distribution agreement. The Company is initially compensated~~ at cost ~~for shipments of product to Teva~~ and is entitled to receive 50 percent of the net profits from commercial sales made by ~~Teva.~~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 is the exclusive supplier of the Makena~~^® ~~subcutaneous auto injector product to AMAG under a manufacturing agreement. Because the product that the Company produces for AMAG is custom product with no alternative use~~Licensing and the Company has a right to payment for performance completed to date, control is continuously transferred to the customer with respect to the product supply and therefore revenue is recognized at the transaction price as product is manufactured pursuant to firm purchase orders. The amount of revenue recognized in excess of the amount billed to the customer, if any, is recorded in accounts receivable due to the short-term nature in which the amount is ultimately expected to be billed and collected from the customer.Development Revenue

The Company ~~generally contracts with its partners/customers for~~has entered into several license, development and supply arrangements ~~involving highly-customized customer-specific deliverables~~with pharmaceutical partners under which the Company grants a license to its device technology and know-how and provides research and development ~~activities~~services that often ~~span multiple phases of a product lifecycle and include~~involve multiple performance ~~obligations.~~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 ~~at inception of the arrangement~~ 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.

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. Sales or usage based royalties for which the license is the predominant item to which the royalties relate are recognized at the later of when sales or usage occurs. Other forms of variable consideration, such as milestoneMilestone 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’s typical payment terms for~~connection with licenses granted under license and development ~~contracts may include an upfront payment equal to~~arrangements with partners. Royalties are based upon a percentage of commercial sales of partnered products with rates ranging from mid single digit to low double digit and are tiered based on levels of net sales. These sales-based royalties, for which the ~~total contract value with~~license was deemed the ~~remaining portion~~predominant element to ~~be billed upon completion and transfer of~~which the individual deliverables or satisfaction of the individual performance obligations. The Company records a liability for the cash received in advance of performance, which is presented within deferred revenue on the balance sheetroyalties relate, are estimated and recognized ~~as revenue when the associated performance obligations have been satisfied.~~ ~~The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher~~ in the ~~early stages of a contract.~~

Revenues from development contracts and partnered product supply arrangements, other than the product supplied under the AMAG manufacturing agreement described above, are recognized at the point in timeperiod in which the ~~performance obligation is satisfied~~partners’ commercial sales occur. The royalties are generally reported and ~~control~~payable to the Company within 45 to 60 days of the good or service 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 ownershipend of the ~~assets~~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 ~~has a present right to payment.~~

~~Most often, amendments or modifications to existing development contracts are for goods or services that are distinct from~~would adjust the ~~initial contract and are accounted for as a separate contract.~~

~~The Company has elected to recognize~~royalty revenue in the ~~cost for freight and shipping activities as fulfilment cost. Amounts billed to customers for shipping and handling are included as part of~~period in which the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in cost of revenue.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 ~~September 30, 2018,~~March 31, 2019, the aggregate value of remaining performance obligations, excluding contracts with an original expected length of one year or less, was ~~$5.6~~$4.8 million. The Company expects to recognize revenue on the remaining performance obligations over the next ~~twelve months.~~2.5 years.

~~In October 2017, the~~The Company ~~entered into an asset purchase~~has a sales agreement (the ~~“Asset Purchase~~“Sales Agreement”) with ~~Ferring International Center S.A (together with Ferring Pharmaceuticals Inc.~~Cowen and ~~Ferring B.V. individually and collectively referred to as “Ferring”~~Company, LLC (“Cowen”) ~~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.~~

The purchase price was agreed to be paid in four installments consisting of the following: a $2.0 million non-refundable upfront payment, which was received upon entry into the Asset Purchase Agreement and the transfer of certain assets; a second installment of $2.75 million received in February 2018 upon delivery of certain documentation and satisfaction of certain conditions primarily related to product manufacturing; a third installment of $4.75 million received in May 2018 upon satisfaction of certain conditions including further document transfer, Ferring’s successful completion of a regulatory audit by a notified body, and a pilot manufacturing run under Ferring’s supervision; and a final installment of $5.0 million to be paid upon Ferring’s receipt of the CE Mark needed to continue to commercialize the product in certain territories and the final transfer of certain product-related inventory, equipment and agreements to Ferring, which the Company ~~anticipates~~ may ~~occur~~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 ~~end~~market offering” as defined in Rule 415 of ~~2018.~~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.

InDuring the ~~fourth quarter of 2017,~~three months ended March 31, 2019, the Company ~~recognized a gain on~~sold 2.3 million shares of common stock pursuant to the Offering and Sales Agreement. The sale of ~~assets upon receipt~~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 ~~$2.0 million non-refundable upfront payment and transfer~~Company of ~~certain manufacturing equipment and patents to Ferring.~~$7.8 million. No sales of common stock were made in the period ended March 31, 2018. The ~~second and third installments~~net proceeds are refundable to Ferring under certain circumstances if completion of the transaction does not occur within a specified timeframe. Given the uncertainty about the payment and refundability of each subsequent milestone, under ASU 2017-05, the gain on the remaining milestone payments will be recognized when it becomes probable that a significant reversal of the gain will not occur,intended to be ~~reviewed~~used for general corporate purposes including, but not limited to, product commercialization, research and ~~updated at each reporting period. During the nine months ended September 30, 2018, the Company satisfied certain conditions~~development projects, funding of clinical trials, capital expenditures and received the second and third installments of $2.75 million and $4.75 million, respectively. These cash proceeds received in excess of recognized gain have been recorded as deferred gain in the accompanying consolidated balance sheet.working capital.

The Company’s 2008 Equity Compensation Plan, as amended and restated (the “Plan”) 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’s officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan. The maximum number of shares authorized for issuance under the ~~amended and restated~~ Plan is 32,200 and the maximum number of shares of 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 ~~September 30, 2018,~~March 31, 2019, the Plan had approximately ~~2,800~~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 ~~nine~~three months ended ~~September 30, 2018:~~March 31, 2019:

The per share weighted average fair value of all options granted during the nine months ended September 30, 2018 and 2017 was $1.44 and $1.37, respectively, estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on the historical volatility of the Company’s stock price. The weighted average expected life is based on both historical and anticipated employee behavior.

For the Nine Months Ended September 30,

2018

2017

Risk-free interest rate

2.8%

1.8%

Annualized volatility

53.7%

53.3%

Weighted average expected life, in years

6.0

6.0

Expected dividend yield

0.0%

0.0%

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term (Years)		Value
Outstanding at December 31, 2018		14,079		$	2.19
Granted		20			3.72
Exercised		(212	)		1.65
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

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, stock option exercises resulted in cash proceeds to the Company of ~~$366~~$350 and the issuance of ~~385~~212 shares of common stock. A portion of the stock options were net exercised, whereby the Company withheld 30 shares, the fair value of which was equivalent to the aggregate exercise price and tax withholding on the date of exercise. For the nine months ended September 30, 2017, stockStock option exercises resulted in proceeds of ~~$1,670~~$28 and the issuance of ~~1,063~~32 shares of common ~~stock.~~

stock in the three months ended March 31, 2018. The Company recognized ~~$2,158~~$908 and ~~$1,680~~$661 of compensation expense related to stock options for the ~~nine months ended September 30, 2018 and 2017, respectively, and $811 and $693 for the~~ three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. As of September 30, 2018, there was $5,331 of total unrecognized compensation cost related to non-vested outstanding stock options that is expected to be recognized over a weighted average period of approximately 2.0 years.

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 (“~~RSU”~~RSUs”) and performance stock units (“~~PSU”~~PSUs”) with targeted values based on values 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 ~~the~~ senior executives vest and convert into shares of the Company’s common stock based on the Company’s attainment of certain performance goals as established by the Company’s Board of Directors over a performance period, which is typically three years.

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

The LTIP awards granted in 2018 include PSUs that may be earned based on the Company’s achievement of certain corporate development goals, 2020 net revenue and total shareholder return (“TSR”) relative to the Nasdaq Biotechnology Index at the end of the performance period. The performance period is January 1, 2018 to December 31, 2020, and depending on the outcome of the individual performance goals, a recipient may ultimately earn a number of shares greater or less than their target number of shares granted, ranging from 0% to 150% of the PSUs granted. The fair value of the TSR PSUs is expensed over the performance period and was determined using a Monte Carlo simulation utilizing the following inputs and assumptions:

In connection with PSU awards, the Company recognized compensation expense of ~~$456~~$127 and ~~$152~~$79 for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively and $636 and $240 for the nine months ended September 30, 2018 and 2017,~~ respectively. Compensation expense recognized in connection with RSU awards was ~~$338~~$331 and ~~$243~~$245 for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $861 and $451 for the nine months ended September 30, 2018 and 2017,~~ respectively.

The LTIP awards that vested during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ were net-share settled such that the Company withheld shares with a value equivalent to the employees’ ~~minimum statutory obligation~~tax obligations for ~~the~~ applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The ~~total~~Company withheld 127 and 59 shares ~~withheld~~during the three months ended March 31, 2019 and 2018, respectively, to satisfy tax obligations, ~~were 211 and 98 in the nine months ended September 30, 2018 and 2017, respectively,~~which was determined based on the fair value of the shares on ~~the respective~~their vesting date ~~as determined by~~equal to the Company’s closing stock price on such date. Total ~~withholding~~payments for the employees’ tax obligations ~~to be paid~~ to the taxing authorities were ~~$543~~$408 and ~~$249~~$130 for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, respectively, and ~~2017, respectively, which is~~are reflected as a cash outflow from financing ~~activity~~activities within the consolidated statements of cash flows. 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 and do not represent an expense to the Company.~~vesting.

12The following table presents the Company’s revenue on a disaggregated basis by types of goods and services and major product lines:

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

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 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 dilutive stock options and other share-based awards excluded from dilutive loss per share because their effect was anti-dilutive totaled ~~17,386~~16,332 and ~~15,085~~14,481 at ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

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, ~~and~~ defendants ~~intend to file~~filed a motion to ~~dismiss~~dismiss. Plaintiff filed an opposition to the motion on ~~or before November 26, 2018.~~January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. 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’ ~~anticipated~~ 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’ ~~anticipated~~ motion to dismiss the Smith action.

Item 2.MANAGEMENT’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,” “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:

our expectations and estimates with regard to current accounting practices and the potential impact of new accounting pronouncements and tax legislation;

•

~~our expectations and estimates with regard to current accounting practices and the potential impact of new accounting pronouncements and tax legislation;~~

our expectations regarding our financial and operating results for the year ending December 31, ~~2018;~~2019; and

other statements regarding matters that are not historical facts or statements of current condition.

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:

~~delays in product introduction or~~ unsuccessful marketing and commercialization efforts by us or our partners;

interruptions in supply or an inability to adequately manage third party contract manufacturers to meet customer supply requirements;

our inability to obtain or maintain adequate third-party payer coverage of marketed products;

the timing and results of our or our partners’ research projects or clinical trials of product candidates in development including projects with Teva and Pfizer;

actions by the FDA or other regulatory agencies with respect to our products or product candidates of our partners;

our inability to generate continued growth in product, product development, licensing and royalties;

the lack of market acceptance of our and our partners’ products and future revenues from these products;

a decrease in business from our major customers and partners;

our inability to compete successfully against new and existing competitors or to leverage our research and development capabilities or our marketing capabilities;

our inability to establish and maintain our sales and marketing capability, our inability to effectively market our ~~products and~~ services or obtain and maintain arrangements with our customers, payors, partners and manufacturers;

changes or delays in the regulatory review and approval process;

our inability to effectively protect our intellectual property;

costs associated with future litigation and the outcome of such litigation;

our inability to attract and retain key personnel;

our inability to obtain additional financing, reduce expenses or generate funds when necessary; and

adverse economic and political conditions.

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, ~~2017~~2018 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.

~~Overview~~

Company Overview ~~and Recent Developments~~

Antares Pharma, Inc. (“Antares,” “we,” “our,” “us” or the “Company”) is a ~~specialty pharmaceutical~~combination drug device 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 ~~compounds and~~ 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 ~~improve~~provide commercial or functional advantages, such as improved safety and efficacy, ~~reduce~~

reduced side effects, and ~~enhance~~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 significant strategic alliances and partnership arrangements with industry leading pharmaceutical companies including Teva, AMAG and Pfizer.

We developed and commercialized XYOSTED™ (testosterone enanthate) injection, ~~which is~~ indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone, ~~and~~which was approved by the ~~U.S. Food and Drug Administration (“FDA”)~~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 and is approved in three dosage strengths,~~self-administration. In connection with the launch of XYOSTED™, we hired approximately 50 ~~mg, 75 mg and 100 mg. We are currently in the process of onboarding approximately 60~~additional sales representatives and ~~are working on~~cross-trained the combined sales force to leverage our ~~pricing, reimbursement, marketing~~existing resources and ~~distribution strategies. We expect~~enhance our commercial organization. Our sales representatives started detailing XYOSTED™ to ~~make XYOSTED™ available to patients before~~physicians in the ~~end~~second half of December 2018.

We 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. ~~To date, we have received FDA approval for dosage strengths of 7.5 mg, 10 mg, 12.5 mg, 15 mg, 17.5 mg, 20 mg, 22.5 mg and 25 mg of OTREXUP~~^®.

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 collaboration with Teva, we developed ~~and supply the device~~a version of our VIBEX^® auto injector for anuse in a generic epinephrine auto injector product ~~pursuant to an exclusive license, development~~that was approved by the FDA in August 2018 and ~~supply agreement.~~commercially launched in limited quantities in late fourth quarter of 2018. Teva’s ~~epinephrine auto injector drug-device combination product,~~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 ~~by the FDA in August 2018~~ 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. ~~Under~~We are the ~~license development and supply agreement, Antares is responsible for supply~~exclusive supplier of the device ~~which is sold to Teva,~~ and Teva is responsible for commercialization and distribution of the ~~final~~finished product, for which we also receive royalties on Teva’s net sales.

We are also collaborating with Teva ~~has indicated it~~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 ~~preparing to launch the generic epinephrine auto injector product~~awaiting patent clearance in the ~~fourth quarter of 2018.~~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 ~~United States,~~U.S., pending FDA approval, for which the Company will receive royalties on net sales.

~~We are collaborating with Teva on a multi-dose pen for a generic form of BYETTA~~^® ~~(exenatide injection) for the treatment of 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.

We also make reusable, needle-free injection devices that administer injectable drugs, which are currently marketed primarily through Ferring and JCR Pharmaceuticals ~~Co.~~CO., Ltd., for use with human growth hormone. InHowever, in October 2017, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ferring (the “Ferring Transaction”) 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.~~

~~The purchase price is to be paid in four installments consisting~~million, of which

the following: a $2.0 million non-refundable upfront payment received upon entry into the Asset Purchase Agreement and the transfer of certain assets; a second installment of $2.75 million received in February 2018 upon delivery of certain documentation and satisfaction of certain conditions primarily related to the needle-free product manufacturing; a third installment of $4.75 million received in May 2018 upon satisfaction of certain conditions, including further document transfer, Ferring’s successful completion of a regulatory audit by a notified body, and a pilot manufacturing run under Ferring’s supervision; and a final installment of $5.0 million is payable to us upon Ferring’s receipt of the CE Mark needed to continue to commercialize the needle-free product in certain territories and the final transfer of certain product-related inventory, equipment and agreements to Ferring (the “Completion Date”.), which we anticipate may occur by the end of 2018. The completion of the transaction is subject to significant conditions and uncertainties, and the second and third installments are refundable to Ferring under certain circumstances if completion of the transaction does not occur within a specified timeframe. There can be no assurances that the Completion Date will occur within this estimated timeframe or at all.

We will continue to manufacture and supply needle-free devices ~~until the Completion Date~~ and ~~will~~ receive payment for devices and a royalty on net product sales in accordance with the existing license and supply ~~agreements.~~agreements until the Completion Date, which we expect to occur in 2019.

~~Critical Accounting Policies~~

Our management’s 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 our financial statements in accordance with GAAP requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. We have identified certain of our significant accounting policies that we believe to be the most critical to understanding our results of operations and financial condition because they require the most subjective and complex judgments. The following supplements our critical accounting policies, which are fully described under “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017.~~Operations

~~Revenue Recognition~~

~~Effective January 1, 2018, we adopted Accounting Standards Update No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606),~~ ~~as amended (“Topic 606”) using the modified retrospective transition method. This new standard supersedes the former revenue recognition requirements in~~ ~~Topic 605 Revenue Recognition~~ ~~(“Topic 605”). Our results~~We reported net losses of operations for reporting periods beginning on or after January 1, 2018 are presented under Topic 606, while prior period amounts, as reported, are not adjusted. The effects of the adoption of the new standard were not material to our consolidated financial statements,$5.5 million and ~~the difference between the amount of revenue recognized~~$6.2 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~under Topic 606~~respectively. Net loss per share was $0.03 for the three months ended March 31, 2019 as compared to $0.04 for the three months ended March 31, 2018. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The following is an analysis and discussion of our operations for the three months ended March 31, 2019 as compared to the ~~amount of revenue that would have been recognized under Topic 605 was not material. The following is a summary, and the critical aspects, of our revenue recognition policy under Topic 606.~~same period in 2018.

Revenues

We generate revenue from proprietary and partnered product sales, license and development activities and royalty arrangements. Revenue is recognized when or as we transfer control of the promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services.

We enter into contracts with customers and partners that often contain multiple elements such as licensing, development, manufacturing and commercialization components. These arrangements are often complex and we may receive various types of consideration over the life of the arrangement, including: up-front fees, reimbursements for research and development services, milestone payments, payments on product shipments, margin sharing arrangements, license fees and royalties.

In assessing our revenue arrangements, we must identify the contract and consider whether one or more contracts or elements should be combined to form a contract, determine the transaction price including an estimation of any variable consideration we expect to receive under the contract, identify each of our performance obligations or promises of goods or services to the customer, allocate the transaction price to each of the performance obligations, and recognize revenue when or as the performance obligations are satisfied. Each of these steps in the revenue recognition process requires management to make judgements and/or estimates. The most significant judgements and estimates include: the estimation of product returns and sales allowances and other variable consideration such as expected contract margin and royalties. We base these estimates on historical experience and a review of the facts and circumstances that exist as of each reporting date.

~~Results of Operations~~

We reported a net loss of $1.9 million and $5.5 million for the three months ended September 30, 2018 and 2017, respectively, and $12.6 million and $13.0 million for the nine months ended September 30, 2018 and 2017, respectively. Net loss per share was $0.01 for the three months ended September 30, 2018 as compared to $0.03 for the three months ended September 30, 2017, and was $0.08 for both the nine months ended September 30, 2018 and 2017. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The following is an analysis and discussion of our operations for the three and nine months ended September 30, 2018 as compared to the same periods in 2017.

~~Revenues~~

Total revenue for the three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ was ~~$17.9~~$23.3 million and ~~$15.1~~$12.7 million, respectively, ~~and was $44.7 million and $40.5 million for the nine months ended September 30, 2018 and 2017, respectively,~~ representing ~~period over period growth~~an increase in total revenue of ~~19% and 11% for the three and nine months ended September 30, 2018, respectively.~~83% on a comparative basis. The increases in total revenue for the three and nine months ended September 30, 2018 as compared to 2017 were primarily attributable to product revenue and royalties related to sales of the Makena® auto injector product to AMAG and a $2.0 million milestone payment received from Teva in connection with the FDA approval of Teva’s epinephrine auto injector. Thefollowing table ~~below and following discussion~~ provides ~~additional~~ details about the components of ~~and changes in~~ our revenue ~~mix~~ (in thousands):

Three months ended September 30,

Nine months ended September 30,

2018

2017

2018

2017

OTREXUP^®

$
4,094

$
4,624

$
11,820

$
13,111

Sumatriptan Injection USP

3,983

6,375

9,438

12,264

Auto injector and pen injector devices

1,829

1,571

7,925

2,225

Needle-free injector devices and components

1,691

758

4,458

3,109

Total product sales

11,597

13,328

33,641

30,709

Licensing and development revenue

2,554

1,504

5,624

8,952

Royalties

3,717

220

5,468

815

Total revenue

$
17,868

$
15,052

$
44,733

$
40,476

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

~~OTREXUP~~^®

Product Revenue

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

For the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we recognized revenue of ~~$4.1~~$4.8 million and ~~$4.6~~$4.0 million, respectively, from sales of our proprietary products OTREXUP^® and XYOSTED^TM, which is presented net of estimated product returns and sales allowances. The ~~net decrease~~increase in ~~OTREXUP~~^®proprietary product sales ~~revenue~~ for the three months ended ~~September 30, 2018~~March 31, 2019 as compared to the three months ended ~~September 30, 2017 was primarily a result of an increase in plan rebates and other sales allowances.~~

~~For the nine months ended September 30, 2018, we recognized $11.8 million in OTREXUP~~^® ~~sales as compared to $13.1 million for the nine months ended September 30, 2017. Revenue recognized for OTREXUP~~^® ~~sales in the nine months ended September 30,~~March 31, 2018 was ~~driven by an increase in unit sales in comparison to prior year; however, the overall decrease in OTREXUP~~^®~~revenue in comparison to the nine months ended September 30, 2017 was~~principally attributable to ~~an increase~~sales of XYOSTED^TM, which was launched for commercial sale in ~~plan rebates and other~~late 2018.

Partnered product sales ~~allowances in 2018, and the recognition of an additional $1.3 million of revenue in the first quarter of 2017 as a result of a change in estimation and recognition method for revenues that~~ were previously deferred. Prior to the first quarter of 2017, due to lack of sufficient sales and returns history, revenue was initially deferred upon shipment to distributors and recognized based on estimated prescriptions dispensed or expiration of customer right of return. We began recognizing revenue upon delivery to distributors, net of estimated returns, in the first quarter of 2017.

~~Sumatriptan Injection USP~~

~~We sell, through our commercialization partner Teva, Sumatriptan Injection USP indicated in the U.S. for the acute treatment of migraine and cluster headache in adults. We recognized $4.0~~$13.5 million and ~~$6.4~~$7.0 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, and 2017, respectively and $9.4 million and $12.3 million for the nine months ended September 30, 2018 and 2017, respectively. The decrease in revenue for the three and nine months ended September 30, 2018 compared to 2017, respectively, is attributable to fluctuations in quantities and timing of product shipments to Teva, lower unit sales and lower contract margin recognized and received thereon.

~~Auto injector and pen injector devices~~

Product sales of auto injector devices were $1.8 million and $1.6 million for the three months ended September 30, 2018 and 2017, respectively, and $7.9 million and $2.2 million for the nine months ended September 30, 2018 and 2017, respectively. We manufacture and sell devices, ~~and device~~ components ~~to Teva,~~ and fully assembled and packaged ~~Makena~~^®product to ~~AMAG.~~our partners Teva, AMAG and Ferring. The increase in sales of ~~auto injector devices~~partnered products for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017 was~~2018 is primarily attributable to sales of ~~Makena~~^®auto ~~injectors to AMAG, which was approved by the FDA and launched in the U.S. for commercial sale by AMAG in the first quarter of 2018, and sales of pre-commercial~~injector devices ~~and components~~sold to Teva related to the pen injector programs. Teva’s generic epinephrine auto injector product was approved by the FDA in August 2018 and Teva has indicated it is preparing to launch the generic epinephrine auto injector product in the fourth quarter of 2018.

~~Needle-free injector devices and components~~

Revenue from reusable needle-free injector devices and disposable components was $1.7 million and $0.8 million for the three months ended September 30, 2018 and 2017, respectively, and $4.5 million and $3.1 million for the nine months ended September 30, 2018 and 2017, respectively. These revenues were generated primarily from sales to Ferring, which sells our needle-free injector for use with ~~its hGH products~~their Epinephrine Injection USP, and an increase in ~~Europe, Asia~~sales of Sumatriptan Injection USP to Teva and ~~the U.S. In October 2017, we announced the sale of the worldwide rights related~~needle-free devices to ~~the needle-free auto injector product to Ferring and anticipate that the transaction may be completed by the end of 2018. During the transfer and completion period, we~~Ferring. We will continue to manufacture and supply needle-free devices ~~until~~through the completion date and will receive payment for devices and a royalty on net product sales in accordance with the existing license and supply agreements. Revenue from sales of needle free injector devices and components increased for the three and nine months ended September 30, 2018 as compared to 2017 due to additional sales made to Ferring as we work toward the transfer and completion of the ~~transaction.~~Ferring Transaction, which is expected to occur in 2019.

Licensing and development revenue

Licensing and development revenue ~~includes~~include 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 ~~$2.6~~$0.9 million and ~~$1.5~~$1.3 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $5.6 million and $9.0 million~~respectively. The decrease in development revenue recognized for the ~~nine~~three months ended ~~September 30, 2018 and 2017, respectively. The increase in licensing and development revenue for the three-month period ended September 30, 2018~~March 31, 2019 as compared to ~~the same period in 2017~~2018 was principally a result of the $2.0 million milestone received from Teva in connection with the FDA approval of Teva’s epinephrine auto injector product in August 2018. The decrease in licensing and development revenue for the nine-month period ended September 30, 2018 as compared to 2017 was principallyprimarily a result of a reduction in development activities with AMAG ~~for~~related to the Makena^® auto injector ~~product, which was approved by the FDA in February 2018~~product. As discussed above, we have ongoing development programs with Pfizer and ~~is now in the commercialization stage.~~Teva.

Royalties

Royalty revenue was ~~$3.7~~$4.1 million and ~~$0.2~~$0.5 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $5.5 million and $0.8 million for the nine months ended September 30, 2018 and 2017,~~ respectively. The significant increase in royalty revenue was ~~principally~~primarily attributable to ~~the launch~~royalties received from AMAG on their net sales of the Makena^® subcutaneous auto ~~injector product by AMAG in~~injector. A portion of the ~~first quarter of 2018, upon which we earn~~increase was also attributable to royalties ~~based~~received from Teva on ~~a percentage of AMAG’s~~their net sales of ~~the product. We also receive royalties on sales of gel-based products commercialized through partners, and from Ferring related to needle-free injector device sales and on its sales of ZOMACTON~~^TM~~. However, as discussed above,~~Epinephrine Injection USP, which was launched in ~~October 2017 we announced the sale of the worldwide rights related to the needle-free device product line to Ferring and anticipate that the transaction may be completed by the end of~~late 2018. During the transfer and completion period, we will continue to manufacture and supply needle-free devices until the Completion Date and will receive payment for devices and a royalty on net product sales in accordance with the existing license and supply agreements.

Cost of Revenue and Gross Profit

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

	Three months ended September 30,						Nine months ended September 30,						Three months ended March 31,
	2018			2017			2018			2017			2019			2018
Total revenue	$	17,868		$	15,052		$	44,733		$	40,476		$	23,286		$	12,703
Total cost of revenue		7,289			8,523			21,435			20,359			10,946			7,186
Gross profit	$	10,579		$	6,529		$	23,298		$	20,117		$	12,340		$	5,517
Gross profit percentage		59	%		43	%		52	%		50	%		53	%		43	%

Fluctuations in our gross profit and gross profit percentage are driven by our overall revenue mix. Our gross profit was ~~$10.6~~$12.3 million and ~~$6.5~~$5.5 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $23.3 million and $20.1 million for the nine months ended September 30, 2018 and 2017,~~ respectively. The increase in our gross profit and gross profit percentage was primarily attributable to anthe significant increase in ~~royalties received from sales of Makena~~^® ~~auto injectors and a $2.0 million license and development milestone received from Teva in connection with the FDA approval of the epinephrine auto injector product, both of~~royalty revenue, which have no associated ~~costs, offset by a decrease in our product gross profit. Product revenue, cost of sales and gross profit are summarized in the following table (in thousands):~~

~~Product gross profit decreased for the three and nine months ended September 30, 2018 as compared to the same periods in 2017, primarily due to lower net revenue from OTREXUP~~^®~~sales, lower contract margin received from Teva on sales of Sumatriptan Injection USP, and an increase in sales of Makena~~^® auto injectors to AMAG, which have a lower product sales margin than our proprietary products and provide for back-end royalties on net sales made by AMAG. The cost of product sales includes product acquisition costs from third-party manufacturers and internal manufacturing and overhead expenses.

incremental cost. Other variations in ~~revenue,~~ cost of revenue and gross profit ~~are~~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. The cost of development revenue consists primarily of direct external costs, some of which may have been previously incurred and deferred. The cost of development revenue in each period was primarily related to revenue recognized under the Teva auto injector and pen injector programs and development activities for the Makena^® ~~auto injector with AMAG.~~

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 ~~$3.6~~$2.4 million and ~~$3.3~~$2.9 million for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $10.6 million and $9.5 million for the nine months ended September 30, 2018 and 2017,~~ respectively. The ~~increase~~decrease in research and development costs on a comparative basis iswas primarily due to ~~additional~~higher spending associated with ~~undisclosed potential new products and post-CRL activities for~~ XYOSTED^TM,~~which was approved by the FDA on September 28,~~ prior to its approval in 2018.

Selling, general and administrative expenses were ~~$8.3~~$14.9 million and $8.2 million for three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $23.6 million and $23.0 million for the nine months ended September 30, 2018 and 2017,~~ respectively. The increase in selling, general and administrative expenses was principally attributable to anincremental sales and marketing costs incurred in connection with the recent launch of XYOSTED^TM, including the increase in compensation and benefits expense ~~primarily related to annual salary increases and non-cash stock-based compensation, including performance-based awards for executives.~~associated with approximately 50 additional sales representatives hired in late 2018.

At ~~September 30, 2018,~~March 31, 2019, we had cash and cash equivalents of ~~$28.2~~$23.2 million. Our principal liquidity needs are to fund ~~the commercial launch of XYOSTED~~^TM ~~and~~ our ~~ongoing~~product manufacturing, 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 ~~sustain~~support or grow our operations and we ~~expect to~~ continue to ~~support our operations~~operate primarily by raising capital. Our primary sources of liquidity are ~~cash receipts from sales,~~ proceeds from equity offerings and debt issuance. We believe that the combination of our current cash and cash equivalents, 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.

In June 2017, we entered into a loan and security agreement for a term loan of up to $35.0 million (the “Term Loan”), the proceeds of which are to be used for working capital and general corporate purposes. The first advance of $25.0 million was funded upon execution of the Loan Agreement in June 2017. Payments under the Loan Agreement are interest only until the first principal payment is due on August 1, 2019, provided that the interest only period may be extended to February 1, 2020 if the certain corporate milestones are achieved. The Loan Agreement also requires us to pay a fee equal to 4.25% of the total original principal amount of all term loan advances, which is due upon repayment of the Term Loan at either maturity or earlier repayment.

~~In August 2017, we entered into~~We are party to a sales agreement (the “Sales 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 of up to $30.0 million through Cowen as our sales agent and/or principal. Cowen may sell the common stock by any method permitted by law deemed to be an “at the market offering” (the “Offering”) as defined in Rule 415 of the Securities Act of 1933, as amended. We ~~will~~ pay Cowen a commission of 3.0% of the gross sales proceeds of any common stock sold through Cowen under the Sales Agreement. ~~We are not obligated to make any sales~~

During the three months ended March 31, 2019, we sold 2.3 million shares of ~~our common stock under the Sales Agreement and as of the date of this report we have not sold any~~ common stock pursuant to the Offering and Sales ~~Agreement.~~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, and sales and marketing activities. Fluctuations in cash used in operating activities are primarily a result of the timing of cash receipts and disbursements. Net cash used in operating activities was ~~$10.2~~$12.0 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and ~~$15.5~~$6.0 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The increase in net cash used in operating activities was primarily driven by our net loss, inventory build, ~~changes~~growth in accounts receivable ~~and deferred revenue,~~ and other changes in operating assets and liabilities due to timing of cash receipts and cash payments.

Net cash ~~provided by~~used in investing activities was ~~$11.9~~$0.4 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 as compared to net cash ~~used in~~provided by investing activities of ~~$10.9~~$2.7 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The net cash outflow for the three months ended March 31, 2019 was solely attributable to capital expenditures as compared to the net cash inflow for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 ~~was attributable to~~which included the receipt of ~~$7.5~~$2.75 million in connection with the Ferring Transaction ~~and proceeds from maturities of investments of $5.0 million~~ offset by payments for capital expenditures and patent acquisition costs. The cash outflow for the nine months ended September 30, 2017 was attributable to purchases of investment securities of $10.0 million and payments for capital expenditures and patent acquisition costs.

The net cash ~~flows used in~~flow provided by financing activities was ~~$0.2~~$7.7 million for the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, and consisted of $7.8 million in cash proceeds received from sales of our common stock and $0.3 million proceeds from the exercise of stock options offset by ~~amounts~~$0.4 million remitted to taxing authorities in connection with net-share settled awards for which we withheld shares equivalent to the value of the employees’ ~~minimum statutory~~tax obligation for the applicable income and other employment taxes. ~~Cash provided by~~Net cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 was ~~$26.1~~$0.1 million, which included ~~$25.0 million in~~ proceeds ~~from the issuance of long-term debt and $1.6 million~~ received in connection with the exercise of stock options ~~net of payments for debt issuance costs of $0.3 million and $0.2 million remitted~~offset by amounts paid to taxing authorities ~~in connection with~~for net-share settled equity awards.

~~There have been no changes or material modifications to~~The following table presents our contractual obligations and the related payments, including interest, due by period as ~~presented~~of March 31, 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 ~~as of and~~ for the year ended December 31, ~~2017.~~2018.

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

~~Our research and development programs consist primarily~~ ~~of clinical, regulatory, formulation development, engineering, device development and commercial development activities for our current products, next generation versions of current products, and new proprietary and partnered products and technologies in development~~. Our internal research and development team works with external consultants, industry experts, physicians and other medical personnel in an effort to drive a robust product development pipeline. We also have a business development team that actively seeks and evaluates product opportunities and business alliances. In addition, our clinical, quality and regulatory teams are committed to verifying and maintaining the safety and efficacy of our products according to regulatory standards enforced by the FDA and other international regulatory bodies~~. The following is a discussion of our significant research and development programs.~~

~~XYOSTED™ (testosterone) injection~~. We developed XYOSTED™ (testosterone enanthate) injection for self-administered weekly injections of testosterone enanthate in a preservative-free formulation indicated for testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone. XYOSTED™ was approved by the FDA on September 28, 2018 and is the only FDA approved subcutaneous testosterone enanthate product for once-weekly, at-home self-administration. XYOSTED™ is approved in three dosage strengths, 50 mg, 75 mg and 100 mg.

As a post-marketing requirement, the FDA has asked us to conduct a label comprehension study that assesses patients’ understanding of key risk messages in the Medication Guide for XYOSTED™ and a study of testosterone replacement therapy in pediatric males ages 14 years and older for conditions associated with a deficiency or absence of endogenous testosterone. The label comprehension study must be completed by 2020 and the pediatric study must be completed by the end of 2026. The conduct of these studies will require a dedication of funds and resources.

~~Partnered Development Projects~~. We have entered into license and development agreements and collaboration arrangements with our pharmaceutical partners Teva and Pfizer to conduct research and development activities related to our VIBEX^® disposable pressure assisted auto injectors and our disposable pen injectors to be used in drug/device combination products. The development programs consist of various activities including determination of the device design, development of prototype tooling, production of prototype devices for testing and clinical studies, and development of commercial tooling and assembly equipment. The following is a summary of the development stages for each of the partnered products in development.

~~We, in collaboration with Teva, developed a VIBEX~~^® auto injector device for a product containing epinephrine. Teva was responsible for development work on the drug epinephrine, and we were responsible for development of the device. Teva filed an ANDA for the VIBEX^® ~~epinephrine pen as a generic substitute of Mylan’s branded product, EpiPen~~^®~~, which was as approved by the FDA in August 2018 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. Teva has indicated it is preparing to launch the generic epinephrine auto injector product in the fourth quarter of 2018.~~

~~We designed and produced, under a license, development and supply agreement with Teva, a multi-dose disposable pen injector for use with a generic form of BYETTA~~^® ~~(exenatide injection) for the treatment of diabetes. Teva is working through the U.S. regulatory approval process for its exenatide pen using the ANDA pathway.~~

~~We also designed and produced for Teva another multi-dose disposable pen for a generic form of Forteo~~^® ~~(teriparatide [rDNA origin] injection) for the treatment of osteoporosis. Teva is working through the U.S. regulatory approval process for a generic version of Forteo~~^® (teriparatide [rDNA origin] injection) using the ANDA pathway. Teva and Lilly settled their Paragraph IV patent litigation, 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 United States, pending FDA approval, for which the Company will receive royalties on net sales.

~~Other Research and Development Costs.~~ ~~In addition to our development of XYOSTED~~^TM and our device development projects with Teva and Pfizer, we incur direct costs associated with other internal research and development projects and indirect costs that include personnel costs, administrative and other operating costs related to managing our research and development activities.

~~In February 2016, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2016-02,~~ ~~Leases (Topic 842)~~ (“ASU 2016-02”). This new standard requires entities to recognize on its balance sheet assets and liabilities associated with the rights and obligations created by leases with terms greater than twelve months. This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods and early adoption is permitted. We are in the process of evaluating the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and currently expect that most of our operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of ASU 2016-02 effective January 1, 2019.

Our primary market risk exposure is 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. 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 ~~September 30, 2018~~March 31, 2019 was not material.

We may be exposed to interest rate risk and interest rate fluctuations as a result of our long-term debt ~~financing we obtained in June 2017.~~financing. Our ~~Term Loan,~~loan, with a current outstanding principal balance of $25.0 million accrues interest at a calculated prime-based variable rate with a maximum interest rate of 9.50%, which was the rate in effect asduring the three months ended March 31, 2019. A hypothetical increase or decrease in the interest rate of ~~September 30, 2018.~~1.0% would result in additional or lower incremental annual interest expense of $250,000.

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.~~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).

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, ~~and~~ defendants ~~intend to file~~filed a motion to ~~dismiss~~dismiss. Plaintiff filed an opposition to the motion on ~~or before November 26, 2018.~~January 10, 2019 and defendants filed a reply in support of their motion on February 25, 2019. 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’ ~~anticipated~~ 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’ ~~anticipated~~ motion to dismiss the Smith action.

In addition to the information contained in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, which could materially affect our business, financial condition or future results. ~~There have been no material changes to these risk factors other than the supplemental information and risk factors discussed below.~~ The risks described in our Annual Report on Form 10-K ~~and discussed below~~ 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.

We have limited sales and marketing experience and limited experience working with payers on coverage issues, and we can provide no assurance on the successful launch and commercialization of our products.

We have limited sales and marketing experience, and limited experience working with payers on coverage issues. The launch and successful commercialization of a new product requires substantial dedication of financial and other resources and include steps related to manufacturing, logistics, sales and marketing, and establishing insurance coverage and reimbursement. We launched OTREXUP^® in February 2014, and are in the process of launching XYOSTED™. Although we have hired and expect to continue to hire highly qualified personnel with specialized expertise, as a company, we have limited experience commercializing pharmaceutical products on our own. In order to commercialize our products, we have built and expect to continue to build our sales, marketing, distribution, managerial and other non-technical capabilities and have made and expect to continue to make arrangements with third parties to perform these services when needed. In January 2015, we hired sales representatives and district managers to fill our sales territories for OTREXUP^®. In connection with the launch of XYOSTED™, we will begin the process of onboarding approximately 60 sales representatives and are working on our pricing, reimbursement, marketing and distribution strategies.

If we are unable to successfully implement our sales and marketing plans and drive adoption by patients and physicians of our products through our sales, marketing and commercialization efforts, then we may not be able to generate sustainable revenues growth from product sales which will have a material adverse effect on our business and future product opportunities.

Similarly, we may not be successful in maintaining the necessary commercial infrastructure, including sales representatives, managed care, medical affairs and pharmacovigilance teams. The development of commercialization capabilities to market of our products has been and will continue to be expensive and time-consuming. As we continue to develop, maintain and grow these capabilities, we will have to compete with other pharmaceutical companies to recruit, hire, train and retain sales and marketing personnel. If we have underestimated the necessary sales and marketing capabilities or have not established the necessary infrastructure to support successful commercialization, or if our efforts to do so take more time and expense than anticipated, our ability to market and sell any drug products may be adversely affected.

There is no guarantee that patients and healthcare providers will adopt our or our partners’ products, and that we and our partners will be able to receive adequate payer coverage and reimbursement. New information concerning our or our partners’ products learned through required post-approval studies and product use may also result in changes to our or our partners’ products. Should any of these events occur, they could have a material and adverse effect on our operations and business.

There is no guarantee that patients and healthcare providers will adopt any newly approved products, or that insurers will provide adequate coverage and reimbursement. Any labeled limitations on the use of a product or warnings could discourage adoption of the product by patients, healthcare providers, and insurers. By example, the XYOSTED™ label includes a boxed warning concerning blood pressure increases that can increase the risk for major adverse cardiovascular events. Teva’s epinephrine auto injector drug-device combination product is also subject to certain labeled warnings. These could ultimately discourage patients from using and healthcare providers from prescribing our and our partners’ products.

Moreover, we and our partners may experience a delay in receiving coverage and reimbursement for any new products or may not receive adequate levels of coverage or reimbursement at all. Product labeling restrictions and warnings may also discourage payers from providing adequate levels of coverage and reimbursement. We and our partners, accordingly, may need to take steps to assist patients to afford our products, such as offering bridge programs, free-trial, discounts, rebates and co-pay coupon programs. These programs, however, may not ultimately be successful.

If patients and healthcare providers do not adopt any new product, or if insurers restrict patient access or disadvantage our or our partners’ products in their formularies or otherwise do not provide adequate coverage and reimbursement, we and our partners may not be able to generate sustainable revenues growth from product sales and royalties which will have a material adverse effect on our business and future product opportunities.

Any post-approval requirements, including phase IV studies and Risk Evaluation and Mitigation Strategies, or REMS, may also require the dedication of substantial time and resources. By example, as a post-marketing requirement for XYOSTED™, the FDA has asked us to conduct a label comprehension study that assesses patients’ understanding of key risk messages in the Medication Guide for XYOSTED™ and a study of testosterone replacement therapy in pediatric males ages 14 years and older for conditions associated with a deficiency or absence of endogenous testosterone. The label comprehension study findings may result in revisions to the Medication Guide to optimize patients’ understanding of important risks of XYOSTED™ and potentially other label restrictions. Additionally, the outcome of any post-approval studies, including the pediatric study, is uncertain and may not result in

an expanded label indication or could result in additional labeling requirements or other post-approval restrictions or regulatory actions. The label comprehension study must be completed by 2020 and the pediatric study by the end of 2026. The conduct of these studies will require dedication of funds and resources.

Additionally, use of our or our partners’ products by patients and in phase IV and post-marketing studies may result in the discovery of new information concerning the products. By example, the products may be found to be less effective than initially demonstrated, or new, more severe, or more frequent adverse events or side effects may be reported. This may result in regulatory or other actions, including, product liability actions, enforcement actions, distribution and manufacturing restrictions, changes to product labeling and promotional materials, the imposition of post-market requirements, such as REMS or additional phase IV studies, withdrawal of marketing application approvals, withdrawal of the product from the market, refusal to approve new marketing applications or supplements, product recalls, clinical holds and suspension of clinical studies, safety alerts, dear healthcare provider letters, adverse publicity, and reimbursement and insurance coverage consequences, among others. Should any of these events occur, they could have a material and adverse effect on our operations and business.

If we or our partners are unable to achieve and maintain adequate levels of coverage and reimbursement for our or our partners’ products or any of our or our partners’ future products for which we or our partners receive regulatory approval, their commercial success may be severely hindered.

Successful sales of our products depend on the availability of adequate coverage and reimbursement from third-party payers. Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payers to reimburse all or part of the costs associated with their prescription drugs. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payers is critical to new product acceptance. Coverage decisions may depend upon clinical and economic standards that disfavor new drug products when more established or lower cost therapeutic alternatives are already available or subsequently become available. Assuming coverage is approved, the resulting reimbursement payment rates might not be adequate or may require co-payments that patients find unacceptably high. Patients are unlikely to use our products unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products.

In addition, the market for our products will depend significantly on access to third-party payers' drug formularies, or lists of medications for which third-party payers provide coverage and reimbursement. Health plans often used tiered formularies that prefer one branded product in a therapeutic class over another through different patient co-payment amounts, and disadvantaging some products through techniques such as step therapy and prior authorization. Many states use formularies and preferred drug lists to obtain supplemental Medicaid rebates in excess of those required for Medicaid coverage. The industry competition to be included in such formularies and not disadvantaged often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payers may refuse to include a particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available. Additionally, certain third-party payers restrict or block access to patients for new products until a clinical review has occurred or clinical evidence is provided to support the benefits for covered patients. These restrictions may be imposed for months or longer and some third-party payers may refuse to add new products to their formularies or otherwise restrict patient access. To ensure sales, manufacturers often must provide multiple discounts on the same drug in the chain of distribution to the health care provider and the payer. Further, manufacturers are required to assume responsibility for Medicare Part D prescription costs for innovator drugs and biologics and authorized generics while the beneficiary is in the coverage gap. Increasingly, payers are looking for metrics and performance-based pricing to justify increased cost of therapeutic advancements. Even if coverage is obtained, the net realization from price concessions may negatively impact our profitability. Government health programs also impose inflation penalties which may have adverse consequences if we increase prices in the future.

Our partnered products encounter similar issues in obtaining reimbursement from third-party payers. While we are unable to control the reimbursement rate or discounts contracted with third-party payers by our partners, these rates ultimately affect our profit sharing on Sumatriptan Injection USP and royalties on products such as the Makena^® ~~Subcutaneous Auto-Injector, the Teva epinephrine auto injector drug-device combination product, Elestrin~~^® ~~and Gelnique~~^®.

Third-party payers, whether foreign or domestic, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. In addition, in the U.S., no uniform policy of coverage and reimbursement for drug products exists among third-party payers. Therefore, coverage and reimbursement for drug products can differ significantly from payer to payer.

Further, we believe that future coverage and reimbursement will likely be subject to increased restrictions both in the U.S. and in international markets. Third-party coverage and reimbursement for OTREXUP^®, XYOSTED™ or any of our other products and product candidates for which we may receive regulatory approval may not be available or adequate in either the U.S. or international markets, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

~~We depend on Teva to manufacture the drug and finished packaged product and to distribute and commercialize the epinephrine auto-injector in the U.S.~~

We have entered into a license, development and supply agreement with Teva, pursuant to which Antares developed and is the exclusive supplier of the device for an epinephrine auto injector product to be marketed by Teva in the U.S. Teva’s ANDA for a generic epinephrine auto injector drug-device combination product was approved by the FDA in August 2018 and Teva is preparing for a launch of the product.

There is no guarantee that our partnership with Teva will be successful. Teva controls the manufacture and supply of the drug, epinephrine, and the final assembly of the devices and packaging of the finished product, and has complete control over the launch and continuous commercialization and sale of the epinephrine auto injector product. If, at any time, Teva ceases to manufacture and supply the epinephrine drug or fails to produce sufficient supplies of the drug, Teva will be unable to produce a finished product and we may be unable to sell our auto injectors for this product to Teva resulting in less revenue for us.

In addition, if Teva is unable to complete the final assembly and packaging of the finished epinephrine auto injector product, we may receive less revenue than desired or expected. If Teva is unable to produce sufficient supplies of the drug or finished epinephrine auto injector product in accordance with cGMPs, Teva may be subject to regulatory enforcement action. We will also rely on Teva to commercialize and distribute the product, including determining the price and payer coverage. If Teva is unsuccessful in commercializing the product, the resulting revenue may be lower than expected. Additionally, Teva controls the business strategy, manufacturing and distribution decisions concerning the epinephrine auto injector product. Such decisions by Teva may be beyond our control and may impact the success of the epinephrine auto injector product. As a result, we may receive less revenue than desired or expected.

Further, Teva is subject to potential competition regarding another generic version of the epinephrine auto injector product, such additional competition could result in receiving less revenue than expected.

We rely on third parties to manufacture our and our partners’ products. If we do not develop and maintain relationships with manufacturers and/or assemblers of our and our partners’ drug/device products or product candidates, or if such third parties are unable to manufacture or supply product, or assemble and package the final products, we may be unable to successfully manufacture, assembly, package and sell our and our partners’ products, which could have a material adverse effect on our business.

~~We do not possess the facilities to manufacture commercial quantities of our or our partners’ drug/device combination products or components, including OTREXUP~~^®~~, XYOSTED~~^TM~~, VIBEX~~^® ~~Sumatriptan Injection USP, epinephrine auto-injector devices, Makena~~^® auto injectors or any other of our or our partners’ products or product candidates. We also do not possess the facilities to manufacture clinical supplies of any product candidates or components. We must contract with third parties to produce products, components, and product candidates and to assemble and package products and components according to specifications and government regulations. The future development and delivery of our and our partners’ products and product candidates depends on the capability, timely, profitable and competitive performance of these third parties. There is also no assurance that such third parties will be willing to manufacture, assemble or sell the drug/device products or components. A limited number of manufacturers exist that are capable of manufacturing our and our partners’ products, components, and product candidates. We and our partners may fail to contract with the necessary third parties or we and our partners may contract with third parties on terms that may not be favorable to us.

Our and our partners’ contract manufacturers must comply with all applicable manufacturing requirements, including cGMPs for drug products and QSRs for medical devices. Before approving any marketing application, FDA will inspect the product manufacturing facilities. We and/or our partners must obtain FDA approval for a product’s or product candidate’s manufacturing process and facilities to receive product marketing approval, which we and/or our partners may never obtain or may not be able to maintain. Moreover, following product approval, FDA regularly also inspects drug and device manufacturers to ensure continued compliance with FDA’s requirements. If we or our partners are not able to obtain or maintain this approval and regulatory compliance, we and/or they would not be able to receive product approval, and commercialize and/or sell the applicable products. Moreover, should any manufacturer fail to comply with the applicable regulatory requirements, we, our partners, and/or the manufacturer may face regulatory consequences, including enforcement actions and/or product recalls. Additionally, use of contract manufacturers exposes us to risks in the manufacturer's business such as their potential inability to perform from a technical, operational or financial standpoint. Failure by a contract manufacturer to supply product, could have a material adverse effect on our ability to generate revenue and profit.

In addition, contract manufacturers may utilize their own technology, technology developed by us, technology developed by our partners, or technology acquired or licensed from third parties. When contract manufacturers develop proprietary process technology, our reliance on such contract manufacturers is increased. Technology transfer from the original contract manufacturer may be required. Any such technology transfer may also require transfer of requisite data for regulatory purposes, including information contained in a proprietary drug or device master file held by a contract manufacturer. We and/or our partners would be dependent on

the contract manufacturer for the maintenance and right of reference to the drug or device master file. If the contract manufacturer fails to maintain a drug or device master file or withdraws our or our partners’ right of reference, we and/or our partners may no longer be able to manufacture, develop, market, and sell our or our partners’ products or product candidates. FDA approval of the new manufacturer and manufacturing site, as well as certain changes to the manufacturing process, would also be required.

~~We rely on multiple commercial supply arrangements with third-party manufacturers for, including, without limitation:~~

~~Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured products ourselves, including:~~

We and our partners depend on these third-party manufacturers to comply with cGMPs/QSRs enforced by the FDA and other regulatory requirements and to deliver materials on a timely basis. To the extent that a contract manufacturer cannot deliver adequate quantities of clinical supplies, our or our partners’ product development efforts may be delayed. To the extent that a contract manufacturer cannot deliver adequate quantities of commercial products, our commercialization efforts would be inhibited and as a result our revenue and profit may be adversely impacted. In addition, because regulatory approval to manufacture a drug is site-specific, the FDA and other regulatory authorities will repeatedly inspect our and our partners’ current and future third-party manufacturers’ facilities for compliance with cGMPs/QSRs. If we, our partners, or third-party manufacturers fail to comply with applicable regulatory requirements, a regulatory agency may issue warning letters or suspend or withdraw our regulatory approval for approved or in-market products, refuse to approve any marketing applications, or refuse to allow future or current development of product candidates, among other things. Our third-party manufacturers may also fail to pass the audits by our or our partners’ internal quality and regulatory group. Any of these actions could delay or prevent our development of products, delay or prevent the submission of these products for regulatory approval, delay or prevent marketing approval, or result in insufficient product or product candidate quantity to support commercial demand or development. We may also be required to replace manufacturers, which would be time consuming and expensive, and we may not be able to reach favorable agreements with or FDA approval for alternative manufacturers. As a result, our business, financial condition and results of operations could be seriously harmed. See additional risk factors associated with manufacturing in the section “Risks Related to Regulatory Matters.”

In addition, we may consider entering into additional manufacturing arrangements with third party manufacturers. In each case, we will incur significant costs in obtaining the regulatory approvals and taking the other steps necessary to begin commercial production by these manufacturers.

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.

			PAGE

PART I.		FINANCIAL INFORMATION	3

	Item 1.	Financial Statements	3

		Consolidated Balance Sheets, as of ~~September 30, 2018~~March 31, 2019 (Unaudited) and December 31, ~~2017~~2018	3

		Consolidated Statements of Operations ~~(Unaudited)~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~(Unaudited)	4

		Consolidated Statements of Comprehensive Loss ~~(Unaudited)~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~(Unaudited)	5

		Consolidated Statements of ~~Cash Flows (Unaudited)~~Changes in Stockholders’ Equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~(Unaudited)	6

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

		Notes to Consolidated Financial Statements (Unaudited)	78

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2423

	Item 4.	Controls and Procedures	2423

PART II.		OTHER INFORMATION	2524

	Item 1.	Legal Proceedings	2524

	Item 1A.	Risk Factors	2524

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2924

	Item 3.	Default Upon Senior Securities	2924

	Item 4.	Mine Safety Disclosures	3024

	Item 5.	Other Information	3024

	Item 6.	Exhibits	3025

		SIGNATURES	3126

	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, 2017		1,456		$	2.20		1,157		$	2.12
Granted		611			2.89		611			2.70
Vested/settled		(173	)		2.18		(500	)		1.99
Forfeited/expired		—			—		—			—
Outstanding at September 30, 2018		1,894		$	2.48		1,268		$	2.46

	2018 Award
Closing stock price on grant date	$	2.70
Performance period starting price	$	1.92
Term of award (in years)		2.57
Volatility		64.9	%
Risk-free interest rate		2.6	%
Expected dividend yield		0.0	%
Fair value per TSR PSU	$	3.27

	For the Nine Months Ended September 30,
	2018		2017
Risk-free interest rate	2.8%		1.8%
Annualized volatility	53.7%		53.3%
Weighted average expected life, in years		6.0		6.0
Expected dividend yield	0.0%		0.0%

	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

~~10.1#~~		~~Employment Agreement dates as of August 6, 2018 between Antares Pharma, Inc. and James P. Tursi, M.D.~~

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

101.SCH#		XBRL Taxonomy Extension Schema Document

101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB#		XBRL Taxonomy Extension Label Linkbase Document

101.PRE#		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF#		XBRL Taxonomy Extension Definition Document

		ANTARES PHARMA, INC.

~~November 6, 2018~~May 2, 2019		/s/ Robert F. Apple
		Robert F. Apple
		President and Chief Executive Officer
		(Principal Executive Officer)

~~November 6, 2018~~May 2, 2019		/s/ Fred M. Powell
		Fred M. Powell
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Teva	$	6,099	$	7,664	$	14,582	$	17,044
AMAG		5,321		1,768		12,046		6,338
McKesson		1,481		2,339		5,051		6,333
AmerisourceBergen		1,887		1,470		4,703		4,323
Ferring		2,202		724		5,662		3,018

	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

Large accelerated filer

Accelerated filer

Non–accelerated filer

Smaller reporting company

Emerging growth company