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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

This Quarterly Report on Form 10-Q contains forward‑looking statements relating to future events and our future performance 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. Stockholders are cautioned that such statements involve risks and uncertainties, including: we may not be able to successfully market Inbrija or any other products under development; the COVID-19 pandemic, including related quarantines and travel restrictions, and the potential for the illness to affect our employees or consultants or those that work for other companies we rely upon, could have a material adverse effect on our business operations or product sales; our ability to raise additional funds to finance our operations, repay outstanding indebtedness or satisfy other obligations, and our ability to control our costs or reduce planned expenditures and take other actions which are necessary for us to continue as a going concern; risks associated with complex, regulated manufacturing processes for pharmaceuticals, which could affect whether we have sufficient commercial supply of Inbrija to meet market demand; third party payers (including governmental agencies) may not reimburse for the use of Inbrija or our other products at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; competition for Inbrija, Ampyra and other products we may develop and market in the future, including increasing competition and accompanying loss of revenues in the U.S. from generic versions of Ampyra (dalfampridine) following our loss of patent exclusivity; the ability to realize the benefits anticipated from acquisitions, among other reasons because acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; ~~we may need to raise additional funds to finance our operations and may not be able to do so on acceptable terms;~~ the risk of unfavorable results from future studies of Inbrija (levodopa inhalation powder) or from our other research and development programs, or any other acquired or in-licensed programs; the occurrence of adverse safety events with our products; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class action litigation; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s beliefs and assumptions. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make, and investors should not place undue reliance on these statements. In addition to the risks and uncertainties described above, we have included important factors in the cautionary statements included in this report and in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, particularly in the “Risk Factors” section (as updated by the disclosures in our subsequent quarterly reports, including this report), that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make. Forward-looking statements in this report are made only as of the date hereof, and we do not assume any obligation to publicly update any forward-looking statements as a result of developments occurring after the date of this report.

We and our subsidiaries own several registered trademarks in the U.S. and in other countries. These registered trademarks include, in the U.S., the marks “Acorda Therapeutics,” our stylized Acorda Therapeutics logo, “Biotie Therapies,” “Ampyra,” “Inbrija,” and “ARCUS.” Also, our ~~mark~~marks “Fampyra” ~~is a~~and “Inbrija” are registered ~~mark~~marks in the European Community Trademark Office and we have registrations or pending applications for ~~this mark~~these marks in other jurisdictions. Our trademark portfolio also includes several registered trademarks and pending trademark applications in the U.S. and worldwide for potential product names or for disease awareness activities. Third party trademarks, trade names, and service marks used in this report are the property of their respective owners.

(In thousands, except share data)	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	119,521		$	293,564		$	40,577		$	62,085
Restricted cash		387			532			13,015			12,836
Short term investments		133,636			151,989			25,410			63,754
Trade accounts receivable, net of allowances of $886 and $2,681, as of September 30, 2019 and December 31, 2018, respectively		17,553			23,430
Trade accounts receivable, net of allowances of $538 and $682, as of June 30, 2020 and December 31, 2019, respectively								14,773			22,083
Prepaid expenses		11,839			19,384			28,396			11,574
Inventory, net		27,396			29,014			32,940			25,221
Other current assets		4,005			10,194			2,911			3,560
Total current assets		314,337			528,107			158,022			201,113
Property and equipment, net of accumulated depreciation		130,585			60,519			141,685			142,527
Goodwill		—			282,059
Intangible assets, net of accumulated amortization		410,023			428,570			382,505			402,329
Right of use assets		24,675			—
Right of use asset, net of accumulated amortization								21,166			23,450
Restricted cash								24,819			30,270
Other assets		293			411			11			29
Total assets	$	879,913		$	1,299,666		$	728,208		$	799,718
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	26,777		$	48,859		$	14,631		$	26,257
Accrued expenses and other current liabilities		43,235			76,882			37,477			39,077
Current portion of acquired contingent consideration		3,887			4,914
Current portion of lease liabilities		7,696			—
Current portion of loans payable		587			616			67,478			603
Current portion of liability related to sale of future royalties		9,811			8,985			8,470			10,836
Current portion of lease liabilities								7,896			7,746
Current portion of acquired contingent consideration								2,276			1,866
Total current liabilities		91,993			140,256			138,228			86,385
Convertible senior notes (due 2021)		326,381			318,670
Convertible senior notes								131,756			192,774
Derivative liability								23,953			59,409
Non-current portion of acquired contingent consideration		107,313			163,086			67,724			78,434
Non-current portion of lease liabilities		24,393			—			20,277			22,996
Non-current portion of loans payable		24,518			24,470			25,532			25,495
Deferred tax liability		2,804			7,483			17,075			9,581
Non-current portion of liability related to sale of future royalties		16,437			21,731			11,769			13,565
Other non-current liabilities		4,732			11,987			989			259
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value. Authorized 20,000,000 shares at September 30, 2019 and December 31, 2018; 0 shares issued as of September 30, 2019 and December 31, 2018, respectively		—			—
Common stock, $0.001 par value. Authorized 80,000,000 shares at September 30, 2019 and December 31, 2018; issued 47,539,910 and 47,508,505 shares, including those held in treasury, as of September 30, 2019 and December 31, 2018, respectively		48			48
Treasury stock at cost (29,304 shares at September 30, 2019 and 87,737 shares at December 31, 2018)		(638	)		(2,133	)
Preferred stock, $0.001 par value. Authorized 1,000,000 shares at June 30, 2020 and December 31, 2019; 0 shares issued as of June 30, 2020 and December 31, 2019, respectively								—			—
Common stock, $0.001 par value. Authorized 80,000,000 shares at June 30, 2020 and December 31, 2019; issued 47,734,146 and 47,730,396 shares, including those held in treasury, as of June 30, 2020 and December 31, 2019, respectively								48			48
Treasury stock at cost (29,304 shares at June 30, 2020 and December 31, 2019)								(638	)		(638	)
Additional paid-in capital		1,015,037			1,005,105			983,420			979,388
Accumulated deficit		(732,469	)		(393,843	)		(690,702	)		(666,809	)
Accumulated other comprehensive (loss) income		(636	)		2,806			(1,223	)		(1,169	)
Total stockholders’ equity		281,342			611,983			290,905			310,820
Total liabilities and stockholders’ equity	$	879,913		$	1,299,666		$	728,208		$	799,718

(In thousands, except per share data)	Three-month period ended September 30, 2019			Three-month period ended September 30, 2018			Nine-month period ended September 30, 2019			Nine-month period ended September 30, 2018			Three-month period ended June 30, 2020			Three-month period ended June 30, 2019			Six-month period ended June 30, 2020			Six-month period ended June 30, 2019
Revenues:
Net product revenues	$	44,800		$	139,973		$	133,325		$	393,388		$	30,794		$	47,191		$	55,465		$	88,525
Royalty revenues		2,922			2,841			8,586			8,893			2,824			2,862			6,251			5,665
Total net revenues		47,722			142,814			141,911			402,281			33,618			50,053			61,716			94,190
Costs and expenses:
Cost of sales		7,986			25,152			26,183			76,164			6,658			9,397			10,501			18,196
Research and development		16,073			22,855			51,060			79,325			5,255			18,959			12,960			34,987
Selling, general and administrative		48,702			43,571			151,622			135,435			38,656			50,195			79,764			102,921
Goodwill impairment		277,561			—			277,561			—
Amortization of intangible assets		7,692			239			17,945			1,670			7,691			7,691			15,382			10,255
Asset impairment														—			—			4,131			—
Change in fair value of derivative liability														(8,928	)		—			(35,456	)		—
Changes in fair value of acquired contingent consideration		(50,942	)		22,700			(56,342	)		21,900			(6,164	)		(12,800	)		(9,847	)		(5,400	)
Total operating expenses		307,072			114,517			468,029			314,494			43,168			73,442			77,435			160,959
Operating (loss) income		(259,350	)		28,297			(326,118	)		87,787
Operating loss														(9,550	)		(23,389	)		(15,719	)		(66,769	)
Other (expense) income, net:
Interest and amortization of debt discount expense		(4,500	)		(5,415	)		(16,302	)		(16,326	)		(7,484	)		(5,378	)		(15,050	)		(11,801	)
Interest income		333			1,176			3,327			2,412			178			1,498			490			2,994
Other income (expense)														8			—			(34	)		—
Realized loss on foreign currency transactions		(1	)		(1	)		(17	)		(8	)		(2	)		(3	)		(7	)		(16	)
Other income		—			—			—			24
Total other expense, net		(4,168	)		(4,240	)		(12,992	)		(13,898	)		(7,300	)		(3,883	)		(14,601	)		(8,823	)
(Loss) income before taxes		(263,518	)		24,057			(339,110	)		73,889
Loss before taxes														(16,850	)		(27,272	)		(30,320	)		(75,592	)
Benefit from (Provision for) income taxes		(17	)		(37,968	)		484			(49,802	)		(571	)		(214	)		6,427			501
Net (loss) income	$	(263,535	)	$	(13,911	)	$	(338,626	)	$	24,087
Net loss													$	(17,421	)	$	(27,486	)	$	(23,893	)	$	(75,091	)

Net (loss) income per share—basic	$	(5.55	)	$	(0.29	)	$	(7.13	)	$	0.51
Net (loss) income per share—diluted	$	(5.55	)	$	(0.29	)	$	(7.13	)	$	0.51
Weighted average common shares outstanding used in computing net (loss) income per share—basic		47,511			47,184			47,491			46,840
Weighted average common shares outstanding used in computing net (loss) income per share—diluted		47,511			47,184			47,491			47,251
Net loss per share—basic													$	(0.37	)	$	(0.58	)	$	(0.50	)	$	(1.58	)
Net loss per share—diluted													$	(0.37	)	$	(0.58	)	$	(0.50	)	$	(1.58	)
Weighted average common shares outstanding used in computing net loss per share—basic														47,705			47,486			47,704			47,480
Weighted average common shares outstanding used in computing net loss per share—diluted														47,705			47,486			47,704			47,480

(In thousands)	Three-month period ended September 30, 2019			Three-month period ended September 30, 2018			Nine-month period ended September 30, 2019			Nine-month period ended September 30, 2018			Three-month period ended June 30, 2020			Three-month period ended June 30, 2019			Six-month period ended June 30, 2020			Six-month period ended June 30, 2019
Net (loss) income	$	(263,535	)	$	(13,911	)	$	(338,626	)	$	24,087
Net loss													$	(17,421	)	$	(27,486	)	$	(23,893	)	$	(75,091	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		(3,190	)		(721	)		(3,671	)		(2,703	)		(464	)		1,128			(78	)		(481	)
Unrealized (loss) income on available for sale debt securities		(63	)		35			229			(42	)		60			114			24			292
Other comprehensive loss, net of tax		(3,253	)		(686	)		(3,442	)		(2,745	)
Comprehensive (loss) income	$	(266,788	)	$	(14,597	)	$	(342,068	)	$	21,342
Other comprehensive income (loss), net of tax														(404	)		1,242			(54	)		(189	)
Comprehensive loss													$	(17,825	)	$	(26,244	)	$	(23,947	)	$	(75,280	)

	Common stock																				Common stock
(In thousands)	Number of shares			Par value		Treasury stock			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income			Total stockholders equity			Number of shares		Par value		Treasury stock			Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive (loss) income			Total stockholders equity
Balance at December 31, 2018		47,508		$	48	$	(2,133	)	$	1,005,105		$	(393,843	)	$	2,806		$	611,983
Balance at December 31, 2019																						47,730	$	48	$	(638	)	$	979,388	$	(666,809	)	$	(1,169	)	$	310,820
Compensation expense for issuance of stock options to employees		—			—		—			2,745			—			—			2,745			—		—		—			1,976		—			—			1,976
Compensation expense for issuance of restricted stock to employees		49			—		—			922			—			—			922			4		—		—			—		—			—			—
Exercise of stock options		2			—		—			24			—			—			24			—		—		—			—		—			—			—
Purchase of Treasury Stock		4			—		(52	)		—			—			—			(52	)		—		—		—			—		—			—			—
Other comprehensive loss, net of tax		—			—		—			—			—			(1,431	)		(1,431	)
Other comprehensive income, net of tax																						—		—		—			—		—			350			350
Net loss		—			—		—			—			(47,605	)		—			(47,605	)		—		—		—			—		(6,472	)		—			(6,472	)
Balance at March 31, 2019		47,563		$	48	$	(2,185	)	$	1,008,796		$	(441,448	)	$	1,375		$	566,586
Balance at March 31, 2020																						47,734	$	48	$	(638	)	$	981,364		(673,281	)	$	(819	)	$	306,674
Compensation expense for issuance of stock options to employees		—			—		—			3,180			—			—			3,180			—		—		—			2,056		—			—			2,056
Compensation expense for issuance of restricted stock to employees	34				—		—			1,354			—			—			1,354			—		—		—			—		—			—			—
Adjustments to Treasury Stock		(65	)		—		1,586			(1,586	)		—			—			—			—		—		—			—		—			—			—
Purchase of Treasury Stock		3			—		(39	)		—			—			—			(39	)		—		—		—			—		—			—			—
Other comprehensive income, net of tax		—			—		—			—			—			1,242			1,242
Other comprehensive (loss) income, net of tax																						—		—		—			—		—			(404	)		(404	)
Net loss		—			—		—			—			(27,486	)		—			(27,486	)		—		—		—			—		(17,421	)		—			(17,421	)
Balance at June 30, 2019		47,535		$	48	$	(638	)	$	1,011,744		$	(468,934	)	$	2,617		$	544,837
Compensation expense for issuance of stock options to employees		—			—		—			2,057			—			—			2,057
Compensation expense for issuance of restricted stock to employees		5			—		—			1,236			—			—			1,236
Other comprehensive loss, net of tax		—			—		—			—			—			(3,253	)		(3,253	)
Net loss		—			—		—			—			(263,535	)		—			(263,535	)
Balance at September 30, 2019		47,540		$	48	$	(638	)	$	1,015,037		$	(732,469	)	$	(636	)	$	281,342
Balance at June 30, 2020																						47,734	$	48	$	(638	)	$	983,420	$	(690,702	)	$	(1,223	)	$	290,905

	Common stock																		Common stock
(In thousands)	Number of shares		Par value		Treasury stock			Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total stockholders equity			Number of shares			Par value		Treasury stock			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive (loss) income			Total stockholders equity
Balance at December 31, 2017		46,441	$	46	$	(389	)	$	968,580	$	(455,108	)	$	6,858		$	519,987
Adjustment to accumulated deficit (pursuant to adoption of ASU 2014-09)		—		—		—			—		27,582			—			27,582
Balance at December 31, 2018																				47,508		$	48	$	(2,133	)	$	1,005,105		$	(393,843	)	$	2,806		$	611,983
Compensation expense for issuance of stock options to employees		—		—		—			4,095		—			—			4,095			—			—		—			2,745			—			—			2,745
Compensation expense for issuance of restricted stock to employees		100		—		—			1,840		—			—			1,840			49			—		—		922				—			—			922
Exercise of stock options		137		1					3,366		—			—			3,367			2			—				24				—			—			24
Purchase of Treasury Stock		47				(1,202	)		—		—			—			(1,202	)		4			—		(52	)		—			—			—			(52	)
Other comprehensive income, net of tax		—		—		—			—		—			2,455			2,455
Other comprehensive (loss) income, net of tax																				—			—		—			—			—			(1,431	)		(1,431	)
Net loss		—		—		—			—		(8,199	)		—			(8,199	)		—			—		—			—			(47,605	)		—			(47,605	)
Balance at March 31, 2018		46,725	$	47	$	(1,591	)	$	977,881	$	(435,725	)	$	9,313		$	549,925
Balance at March 31, 2019																				47,563		$	48	$	(2,185	)	$	1,008,796		$	(441,448	)	$	1,375		$	566,586
Compensation expense for issuance of stock options to employees		—		—		—			3,797		—			—			3,797			—			—		—			3,180			—			—			3,180
Compensation expense for issuance of restricted stock to employees	16			—		—			1,457		—			—			1,457		34				—		—			1,354			—			—			1,354
Exercise of stock options	458			—		—			10,157		—			—			10,157
Adjustments to Treasury Stock																				(65	)		—		1,586			(1,586	)		—			—			—
Purchase of Treasury Stock		24		—		(385	)		—		—			—			(385	)		3			—		(39	)		—			—			—			(39	)
Other comprehensive loss, net of tax		—		—		—			—		—			(4,514	)		(4,514	)
Other comprehensive (loss) income, net of tax																				—			—		—			—			—			1,242			1,242
Net income		—		—		—			—		46,197			—			46,197			—			—		—			—			(27,486	)		—			(27,486	)
Balance at June 30, 2018		47,223	$	47	$	(1,976	)	$	993,292	$	(389,528	)	$	4,799		$	606,634
Compensation expense for issuance of stock options to employees		—		—		—			3,866		—			—			3,866
Compensation expense for issuance of restricted stock to employees		5		—		—			1,269		—			—			1,269
Exercise of stock options		82		—		—			1,454		—			—			1,454
Other comprehensive loss, net of tax		—		—		—			—		—			(686	)		(686	)
Net loss		—		—		—			—		(13,911	)		—			(13,911	)
Balance at September 30, 2018		47,310	$	47	$	(1,976	)	$	999,880	$	(403,439	)	$	4,113		$	598,625
Balance at June 30, 2019																				47,535		$	48	$	(638	)	$	1,011,744		$	(468,934	)	$	2,617		$	544,837

(In thousands)	Nine-month period ended September 30, 2019			Nine-month period ended September 30, 2018			Six-month period ended June 30, 2020			Six-month period ended June 30, 2019
Cash flows from operating activities:
Net (loss) income	$	(338,626	)	$	24,087
Adjustments to reconcile (net loss) income to net cash (used in) provided by operating activities:
Net loss							$	(23,893	)	$	(75,091	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Share-based compensation expense		11,494			16,246			4,032			8,201
Amortization of net premiums and discounts on investments		(1,325	)		(807	)		(47	)		(1,001	)
Amortization of debt discount and debt issuance costs		12,202			11,917			8,107			8,497
Depreciation and amortization expense		24,697			9,118			20,675			14,878
Goodwill impairment		277,561			—
Asset impairment								4,131			—
Change in acquired contingent consideration obligation		(56,342	)		21,900			(9,847	)		(5,400	)
Non-cash royalty revenue		(7,556	)		(7,826	)		(5,501	)		(4,985	)
Deferred tax (benefit) provision		(3,667	)		42,565			7,379			(3,551	)
Change in derivative liability								(35,456	)		—
Changes in assets and liabilities:
Decrease in accounts receivable		5,877			29,942			7,310			2,420
Decrease (increase) in prepaid expenses and other current assets		13,725			(5,319	)
Decrease in inventory		1,619			26,701
(Increase) decrease in prepaid expenses and other current assets								(16,174	)		17,383
(Increase) decrease in inventory								(7,719	)		929
Decrease in other assets		—			25			17			—
Decrease in accounts payable, accrued expenses and other current liabilities		(56,141	)		(5,508	)		(13,009	)		(54,583	)
(Decrease) increase in other non-current liabilities		(256	)		90			446			(84	)
Net cash (used in) provided by operating activities		(116,738	)		163,131
Net cash used in operating activities								(59,549	)		(92,387	)
Cash flows from investing activities:
Purchases of property and equipment		(76,414	)		(22,548	)		(4,222	)		(57,270	)
Purchases of intangible assets		—			(375	)		—			—
Purchases of investments		(171,431	)		(191,652	)		—			(107,899	)
Proceeds from maturities of investments		191,342			52,539			38,415			111,942
Net cash used in investing activities		(56,503	)		(162,036	)
Net cash provided by (used in) investing activities								34,193			(53,227	)
Cash flows from financing activities:
Debt issuance costs								(981	)		—
Proceeds from issuance of common stock and option exercises		24			14,978			—			24
Purchase of treasury stock		(91	)		(1,587	)		—			(91	)
Repayment of loans payable		(614	)		(656	)		(597	)		(614	)
Net cash (used in) provided by financing activities		(681	)		12,735
Net cash used in financing activities								(1,578	)		(681	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(265	)		(238	)		152			40
Net (decrease) increase in cash, cash equivalents and restricted cash		(174,187	)		13,592
Net decrease in cash, cash equivalents and restricted cash								(26,782	)		(146,255	)
Cash, cash equivalents and restricted cash at beginning of period		294,351			308,039			105,192			294,351
Cash, cash equivalents and restricted cash at end of period	$	120,164		$	321,631		$	78,410		$	148,096
Supplemental disclosure:
Cash paid for interest	$	3,037		$	3,045		$	6,067		$	3,037
Cash paid for taxes		2,562			16,665			208			1,025

Acorda Therapeutics, Inc. (“Acorda” or the “Company”) is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, Accounting Standards Codification (ASC) Topic 270-10 and with the instructions to Form 10-Q. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included in the interim periods presented and all adjustments are of a normal recurring nature. The Company has evaluated subsequent events through the date of this filing. Operating results for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~2020. When used in these notes, the terms “Acorda” or “the Company” mean Acorda Therapeutics, Inc. The December 31, ~~2018~~2019 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. You should read these unaudited interim condensed consolidated financial statements in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K, for the year ended December 31, ~~2018.~~

~~Certain reclassifications were made to prior period amounts in the consolidated financial statements to conform to the current year presentation.~~2019.

Our significant accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Effective January 1, ~~2019,~~2020, the Company adopted ASU ~~2016-02,~~ ~~“Leases”~~2016-13, “Financial Instruments – Credit Losses” (Topic ~~842)~~326), ASU ~~2018-05,~~2018-13, “Fair Value Measurement (Topic 820), ASU 2018-15, ~~“Income Taxes” (Topic 740)~~“Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”, and, ASU ~~2018-09,~~2018-18, “~~Codification Improvements” and ASU 2018-02, “Income Statement—Reporting Comprehensive Income”~~Collaborative Arrangements” (Topic ~~220). Effective April 1, 2019, the Company adopted ASU 2017-04, “Intangibles – Goodwill and Other” (Topic 350)~~808). Other than the adoption of the new accounting guidance, our significant accounting policies have not changed materially from December 31, ~~2018.~~2019.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:

	Nine-month period ended September 30, 2019				Nine-month period ended September 30, 2018				Six-month period ended June 30, 2020				Six-month period ended June 30, 2019
(In thousands)	Beginning of period		End of period		Beginning of period		End of period		Beginning of period		End of period		Beginning of period		End of period
Cash and cash equivalents	$	293,564	$	119,521	$	307,068	$	321,011	$	62,085	$	40,577	$	293,564	$	147,648
Restricted cash		532		387		410		365		12,836		13,015		532		192
Restricted cash included in Other assets		255		256		561		255
Restricted cash non-current										30,270		24,819		255		256
Total Cash, cash equivalents and restricted cash per statement of cash flows	$	294,351	$	120,164	$	308,039	$	321,631	$	105,191	$	78,411	$	294,351	$	148,096

Amounts included in restricted cash represent those amounts in escrow related to the 6% semi-annual interest portion of the convertible note exchange completed in December 2019 payable within the next 12 months and those amounts required to be set aside to cover the Company’s self-funded employee health ~~insurance.~~insurance costs over the next 12 months. Restricted cash ~~included~~non-current represents those amounts in ~~other assets on~~escrow related to the ~~statement~~6% semi-annual interest portion of ~~financial position~~ ~~relates~~the convertible note exchange completed in December 2019 payable subsequent to the next twelve months and cash collateralized standby letters of credit in connection with obligations under facility leases ~~which is included with other assets in the consolidated balance sheet~~ due to the long-term nature of the letters of credit. The 6% semi-annual interest portion of the convertible notes is payable in cash or, if permitted by the terms of the notes, stock.

(In thousands)	September 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
Raw materials	$	996	$	—	$	2,766	$	1,753
Work-in-progress		15,561		—		19		13,509
Finished goods		10,839		29,014		30,155		9,959
Total	$	27,396	$	29,014	$	32,940	$	25,221

The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate.

The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction losses and gains are recognized in the period incurred and are reported as other (expense) income, net in the statement of operations.

The Company is managed and operated as 1 business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive ~~Officer.~~Officer, who is the chief operating decision maker. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as 1 reportable operating segment. Net product revenues reported are derived from the sales of Inbrija ~~in the U.S. for the three~~ and ~~nine-month periods ended September 30, 2019 and from the sales of~~ Ampyra in the U.S. for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~

Goodwill represents the amount of consideration paid in excess of the fair value of net assets acquired in a business combination accounted for using the acquisition method of accounting. Goodwill is not amortized and is subject to impairment testing on an annual basis or when a triggering event occurs that may indicate the carrying value of the goodwill is impaired. We perform our impairment testing at the reporting level where we have determined that we have a single reporting unit and operating segment. The impairment test for goodwill uses an approach which compares the estimated fair value of the reporting unit including goodwill to its carrying value. If the carrying value of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value.

information and a discount rate that are developed based on certain assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company then corroborates the reasonableness of the total fair value of the reporting unit by reconciling the aggregate fair value of the reporting unit to the Company’s total market capitalization adjusted to include an estimated control premium. The estimated control premium is derived from reviewing observable transactions involving the purchase of controlling interests in comparable companies. The market capitalization is calculated using the relevant shares outstanding and the closing stock price at the test date. After completing our impairment assessment during the third quarter of 2019, we concluded that the carrying value of the Company exceeded its estimated fair value as of September 30, 2019 and therefore, the goodwill was fully impaired. The Company recorded an impairment charge of $277.6 million for the three and nine-month periods ended September 30, 2019 in the statement of operations.2019.

The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets, including identifiable intangible assets subject to amortization and indefinite lived intangible assets not subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, results of clinical trials, stock price, loss of a major customer and significant negative economic trends. ~~The decline in~~Based on the trading price of the Company's common stock during the quarter ended September 30, 2019, and related decrease in the Company's market capitalization, was determined to be a triggering event in connection with the Company's review of the recoverability of its long-lived assetsCompany’s evaluation for the three-month period ended September 30, 2019. The Company performed a recoverability test during the third quarter of fiscal 2019 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test,March 31, 2020, the Company determined that ~~the undiscounted cash flows exceeded the carrying value~~its indefinite lived intangible asset BTT1023 was fully impaired and ~~the long-lived~~recorded an asset impairment in its consolidated statement of operations. The Company also determined that its finite lived intangible assets were not ~~impaired. Changes~~impaired for the three and six-month periods ended June 30, 2020.

The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Topic 205-40, “Presentation of Financials Statements—Going Concern” (“ASC Topic 205-40”), which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that its annual and interim consolidated financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting. Determining the extent, if any, to which conditions or events raise substantial doubt about the Company’s ability to continue

as a going concern, or the extent to which mitigating plans sufficiently alleviate any such substantial doubt, as well as whether or not liquidation is imminent, requires significant judgement by management.

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements contained in this report are issued.

Due to these ~~assumptions~~uncertainties, there is substantial doubt about the Company’s ability to continue as going concern. These unaudited condensed consolidated financial statements and ~~resulting valuations or further declines in our stock price could result in future long-lived asset impairment charges. Management~~accompanying notes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to ~~monitor any changes in circumstances for indicators~~reflect the possible future effects on the recoverability and classification of ~~impairment. Any write‑downs are treated as permanent reductions in~~assets or the ~~carrying amount~~amounts and classification of liabilities that may result from the possible inability of the ~~assets.~~Company to continue as a going concern.

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined the following subsequent ~~event that~~events required disclosure in these financial statements.

On ~~October 23, 2019,~~July 13, 2020, we ~~announced~~received a ~~corporate restructuring~~U.S. income tax refund from the Internal Revenue Service of approximately $12.4 million plus interest of $0.3 million, pursuant to ~~reduce costs~~the Coronavirus Aid, Relief, and focus our resources on the commercial launch of Inbrija, which is our key strategic priority for the remainder of 2019. As part of the restructuring, we are reducing headcount by approximately 25% through a reduction in force. The majority of the reduction took place in the fourth quarter of 2019 immediately after the announcement, and the remainder will be completed by the first quarter of 2020.

~~In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840,~~ ~~Leases~~Economic Security Act (“CARES Act”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the ~~standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing,~~CARES Act, among other things, net operating losses arising in a taxable year beginning after December 31, 2017, and ~~uncertainty of cash flows arising from leases.~~ ~~For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.~~

The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, ~~2019. We elected~~2021, can be carried back to the ~~package of practical expedients which permits us~~preceding five years to ~~not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any~~

~~expired or existing leases, and (3) any initial direct costs for any existing leases as~~apply against taxable income reported in such years. Pursuant to this provision of the ~~effective date. We did not elect~~CARES Act, the ~~hindsight practical expedient which permits entities~~Company was eligible to ~~use hindsight in determining the lease term~~carry back 2019 net operating losses to tax years 2017 and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. See Note 12 for further information.

~~In August~~ 2018, the Securities Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presentedresulting in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company adopted the rule in the three-month period ended March 31, 2019 and included its first presentation of changes in stockholders’ equity in its Form 10-Q for the three-month period ended March 31, 2019.

In February 2018, the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income” (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). This new standard provides entities with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The reclassification is the difference between the amount previously recorded in other comprehensive income at the historical U.S. federal tax rate that remains in accumulated other comprehensive loss at the time the Act was effective and the amount that would have been recorded using the newly enacted rate. This guidance became effective in Q1 2019; however, the Company did not elect to make the optional reclassification.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements.” The ASU’s amendments clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2018-09 are not expected to have a significant effect on current accounting practices. Some of the amendments in this update do not require transition guidance and will be effective upon issuance of this update. However, many of the amendments in this update do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. The ASU became effective in Q1 2019. The ASU did not have a significant impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This new standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 allows for prospective application and is effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted this guidance on April 1, 2019. The ASU did not have an impact upon adoption on its consolidated financial statements.refund.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequently amended by ASU 2019-04 and ASU 2019-05 which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This new standard amends the current guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company ~~is currently evaluating the impact the~~adopted this guidance effective January 1, 2020. The adoption of this guidance ~~may~~did not have a material impact on ~~its~~the consolidated financial ~~statements and will adopt the guidance when effective.~~statements.

In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820): “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendment in this ASU eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public business entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company ~~is currently evaluating the impact the~~adopted this guidance effective January 1, 2020. The adoption of this guidance ~~may~~did not have a significant impact on ~~its~~the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU clarifies certain aspects of ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which was issued in April 2015. Specifically, the ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).” The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company ~~is currently evaluating the impact the~~adopted this guidance effective January 1, 2020. The adoption of this guidance ~~may~~did not have an impact on ~~its~~the consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative arrangements (Topic 808): Clarifying the Interaction ~~Between~~between Topic 808 and Topic 606. ASU 2018-18 clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a significant impact on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740 and removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for fiscal years beginning after December 15, 2020 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

In accordance with ASC 606, the Company recognizes revenue when the customer obtains control of a promised good or service, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the good or service. ASC 606 outlines a five-step process for recognizing revenue from contracts with customers: i) identify the contract with the customer, ii) identify the performance obligations in the contract, iii) determine the transaction price, iv) allocate the transaction price to the separate performance obligations in the contract, and v) recognize revenue associated with the performance obligations as they are satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company determines the performance obligations that are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon receipt of the product by the customer.

ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. We did not have any contract assets or any contract liabilities as of ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.

(In thousands)	Three-month period ended September 30, 2019		Three-month period ended September 30, 2018		Nine-month period ended September 30, 2019		Nine-month period ended September 30, 2018		Three-month period ended June 30, 2020		Three-month period ended June 30, 2019		Six-month period ended June 30, 2020		Six-month period ended June 30, 2019
Revenues:
Net product revenues:
Ampyra	$	37,647	$	137,815	$	122,383	$	390,900	$	26,079	$	44,183	$	46,203	$	84,250
Inbrija		4,889		—		9,164		—		4,715		3,008		9,068		4,275
Other		2,264		2,158		1,778		2,488		—		—		194		—
Total net product revenues		44,800		139,973		133,325		393,388		30,794		47,191		55,465		88,525
Royalty revenues		2,922		2,841		8,586		8,893		2,824		2,862		6,251		5,665
Total net revenues	$	47,722	$	142,814	$	141,911	$	402,281	$	33,618	$	50,053	$	61,716	$	94,190

During the three‑month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recognized share-based compensation expense of ~~$3.3~~$2.1 million and ~~$5.1~~$4.5 million, respectively. During the ~~nine-month~~six-month periods ended ~~September~~June 30,

~~2019~~ 2020 and ~~2018,~~2019, the Company recognized share-based compensation expense of ~~$11.5~~$4.0 and ~~$16.2~~$8.2 million, respectively. Activity in options and restricted stock during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 and related balances outstanding as of that date are reflected below. The weighted average fair value per share of options granted to employees for the three-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were approximately ~~$2.69~~$0.58 and ~~$12.39,~~$4.71, respectively. The weighted average fair value per share of options granted to employees for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were approximately ~~$6.49~~$0.70 and ~~$12.81,~~$6.64, respectively.

The following table summarizes share-based compensation expense included within the consolidated statements of operations:

	For the three-month period ended September 30,				For the nine-month period ended September 30,				For the three-month period ended June 30,				For the six-month period ended June 30,
(In thousands)	2019		2018		2019		2018		2020		2019		2020		2019
Research and development expense	$	719	$	1,112	$	2,203	$	4,336	$	448	$	783	$	864	$	1,483
Selling, general and administrative expense		2,424		4,023		8,785		11,910		1,522		3,544		3,001		6,361
Cost of Sales		149		—		505		—		86		207		167		357
Total	$	3,292	$	5,135	$	11,493	$	16,246	$	2,056	$	4,534	$	4,032	$	8,201

A summary of share-based compensation activity for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 is presented below:

Number of
Shares
(In thousands)

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term

Intrinsic
Value
(In thousands)

Balance at January 1, 2019

8,194

$
29.81

Granted

640

12.16

Cancelled

(494
)

24.83

Exercised

(2
)

16.00

Balance at September 30, 2019

8,339

$
28.76

4.8

$
—

Vested and expected to vest at
September 30, 2019

8,316

$
28.79

4.8

$
—

Vested and exercisable at
September 30, 2019

7,165

$
30.23

4.2

$
—

	Number of Shares (In thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Intrinsic Value (In thousands)
Balance at January 1, 2020		10,469		$	22.96
Granted		205			1.06
Cancelled		(2,047	)		28.89
Exercised		—			—
Balance at June 30, 2020		8,627		$	21.03		6.0	$	—
Vested and expected to vest at June 30, 2020		8,591		$	21.10		6.0	$	—
Vested and exercisable at June 30, 2020		6,276		$	26.85		4.7	$	—

Unrecognized compensation cost for unvested stock options, restricted stock awards and performance stock units as of ~~September~~June 30, ~~2019~~2020 totaled ~~$17.1~~$9.4 million and is expected to be recognized over a weighted average period of approximately ~~2.1~~1.6 years.

During the ~~three‑~~three and six‑month ~~period~~periods ended ~~September~~June 30, ~~2019,~~2020, the Company did 0t make any repurchases of shares. During the nine‑month period ended September 30, 2019, the Company repurchased 7,360 shares of common stock at an average price of $12.31 per share or approximately $91 thousand. The share repurchase consists primarily of common stock tendered to cover tax liabilities in connection with the vesting of restricted stock awards and common stock withheld to cover

~~tax liabilities in connection with the settlement of vested restricted stock units in the nine-month period ended September 30, 2019.~~

The following table sets forth the computation of basic and diluted ~~(loss) income~~loss per share for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:

(In thousands, except per share data)

Three-month period ended September 30, 2019

Three-month period ended September 30, 2018

Nine-month period ended September 30, 2019

Nine-month period ended September 30, 2018

Basic and diluted

Net (loss) income

$
(263,535
)

$
(13,911
)

$
(338,626
)

$
24,087

Weighted average common shares outstanding used in
   computing net (loss) income per share—basic

47,511

47,184

47,491

46,840

Plus: net effect of dilutive stock options and restricted
   common shares

—

—

—

411

Weighted average common shares outstanding used in
   computing net (loss) income per share—diluted

47,511

47,184

47,491

47,251

Net (loss) income per share—basic

$
(5.55
)

$
(0.29
)

$
(7.13
)

$
0.51

Net (loss) income per share—diluted

$
(5.55
)

$
(0.29
)

$
(7.13
)

$
0.51

(In thousands, except per share data)	Three-month period ended June 30, 2020			Three-month period ended June 30, 2019			Six-month period ended June 30, 2020			Six-month period ended June 30, 2019
Basic and diluted
Net loss	$	(17,421	)	$	(27,486	)	$	(23,893	)	$	(75,091	)
Weighted average common shares outstanding used in computing net loss per share—basic		47,705			47,486			47,704			47,480
Plus: net effect of dilutive stock options and restricted common shares		—			—			—			—
Weighted average common shares outstanding used in computing net loss per share—diluted		47,705			47,486			47,704			47,480
Net loss per share—basic	$	(0.37	)	$	(0.58	)	$	(0.50	)	$	(1.58	)
Net loss per share—diluted	$	(0.37	)	$	(0.58	)	$	(0.50	)	$	(1.58	)

Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

The following amounts were not included in the calculation of net loss per diluted share because their effects were anti-dilutive:

(In thousands)	Three-month period ended September 30, 2019		Three-month period ended September 30, 2018		Nine-month period ended September 30, 2019		Nine-month period ended September 30, 2018		Three-month period ended June 30, 2020		Three-month period ended June 30, 2019		Six-month period ended June 30, 2020		Six-month period ended June 30, 2019
Denominator
Stock options and restricted common shares		8,995		8,825		8,995		7,262		14,272		9,050		16,564		9,050

Performance share units are excluded from the calculation of net loss per diluted share as the performance criteria has not been met for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, 2020 and 2019. Additionally, the impact of ~~the~~our outstanding convertible ~~senior~~ notes was determined to be anti-dilutive and as a result the 118,440 million common shares required to fully convert the outstanding convertible notes were excluded from the calculation of net loss per diluted share under the if converted method for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019 and 2018.~~2020.

On March 27, 2020, the CARES Act was signed into law, which enacted several tax favorable, business-related provisions. The Company reviewed the enacted provisions to determine which provisions should be considered for the three-month period ended June 30, 2020. Under the new law, the CARES Act provides that NOLs arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, can be carried back to each of the five taxable years preceding the taxable year of such loss. The Company has considered the impact to the tax provision for the carryback of net operating losses to prior periods of taxable income incurred within the period allowed under the CARES Act. The result of carrying back these losses allowed the Company to realize certain deferred tax assets and a corresponding release of the valuation allowance of approximately $1.8 million. The Company has recorded a tax receivable of $12.4 million related to the 2019 net operating loss carryback and $1.4 million for the anticipated 2020 net operating loss carryback claim as of June 30, 2020.

The Company’s effective income tax rate differs from the U.S. statutory rate ~~principally~~ primarily due to ~~state taxes, jurisdictions with pretax losses for which no tax benefit can be recognized, changes~~an increase in the valuation allowance, and expense recorded on the ~~effects~~equity forfeitures, offset by the benefit of ~~share based compensation which are~~net operating loss carryback under the CARES act recorded ~~discretely in~~at 21% to recover taxes paid at the ~~quarters in which they occur.~~previous statutory rate of 35%.

For the three-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded a ~~provision of $0.02~~$(0.6) millionand $(0.2) million ~~and $38.0 million~~provision for income taxes, respectively. The effective income tax rates for the Company for the three-month periods ended ~~September~~June 30, 2020 and 2019 were (3.4%) and ~~2018 were 0% and 157.8%~~(0.8%), respectively. The ~~variance~~variances in the effective tax rates for the three-month period ended ~~September~~June 30, ~~2019~~2020 as compared to the three-month period ended ~~September~~June 30, ~~2018~~2019 was due primarily to ~~differences in pre-tax book loss between the periods, goodwill impairment for which no tax benefit is recognized,~~ the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized ~~state taxes,~~ and ~~the reduction in the research & development tax credit.~~additional forfeitures of equity based awards.

For the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded a benefit of ~~$0.5~~$6.4 million and a ~~provision~~benefit of ~~$49.8~~$0.5 million for income taxes, respectively. The effective income tax rates for the Company for the ~~nine-month~~

six-month periods ended ~~September~~June 30, 2020 and 2019 were 21.2% and ~~2018 were 0.14% and 67.4%~~0.7%, respectively. The variance in ~~the~~ effective tax rates for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018~~2019 was due primarily to ~~differences in pre-tax book (loss) income between the periods, goodwill impairment for which no tax benefit is recognized,~~ the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized, ~~state taxes,~~forfeitures of equity based awards and the ~~reduction in~~benefit recorded on the ~~research & development tax credit.~~net operating loss carryback under the CARES act recorded at 21% to recover taxes paid at the previous statutory rate of 35%.

The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets and liabilities in the future would impact the Company's income taxes.

The ~~Internal Revenue Service commenced its examination~~Company has ongoing state examinations in Massachusetts, New Jersey and Minnesota which cover a range of ~~the Company’s wholly-owned subsidiary, Biotie Therapies, Inc.’s, U.S. income~~ tax ~~return for the short period ended December 31, 2016 in the third quarter of~~periods, 2015 – 2018. ~~The audit has been substantially completed, and the IRS has proposed an adjustment that we do not believe would have a material impact on the tax provision.~~

~~The New York State Department of Tax commenced an examination of the Company’s income tax returns for the years 2014-2016 in the third quarter of 2018.~~There have been no proposed adjustments at this stage of the ~~examination.~~examinations.

~~The following table represents a summary of activities in goodwill from December 31, 2018 through September 30, 2019:~~

At September 30, 2019 and December 31, 2018, the Company had $0.0 million and $282.1 million of goodwill, respectively. In connection with the Company's review of the recoverability of its goodwill for the three month period ended September 30, 2019, the Company determined that a triggering event occurred due to the decline in the trading price of the Company's common stock at and around the end of the third quarter of 2019 and related decrease in the Company's market capitalization. Given this circumstance, the Company performed a quantitative goodwill impairment test. Based on the results of its impairment test, the Company recorded an impairment charge of $277.6 million which was the carrying amount of its goodwill immediately before the charge. Refer to Note 2 for the discussion of the impairment charge.

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, exchange rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability. The Company’s Level 1 assets consist of investments in a Treasury money market fund and U.S. government securities. The Company’s level 2 assets consist of investments in corporate bonds and commercial paper ~~and U.S. government securities~~ which are categorized as short-term investments for investments with original maturities between three months and one year. The Company’s Level 3 liabilities represent acquired contingent consideration related to the acquisition of Civitas ~~and~~which are valued using a probability weighted discounted cash flow valuation ~~approach. No changes in valuation techniques occurred during~~approach and derivative liabilities related to conversion options for the ~~three or nine-month periods ended September 30, 2019. The estimated~~convertible senior notes due December 2024 which are valued using a binomial model. For assets and liabilities not accounted for at fair value, the carrying values of these accounts approximates their fair values ~~of all of our financial instruments approximate their carrying values~~ at ~~September~~June 30, ~~2019,~~2020, except for the fair value of the Company’s convertible senior notes due June 2021, which was approximately ~~$264.3~~$56.9 million and the fair value of the Company’s convertible senior notes due December 2024, which was approximately

$104.0 million as of ~~September~~June 30, ~~2019.~~2020. The Company estimates the fair value of its notes utilizing market quotations for the debt (Level 2).

(In thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
September 30, 2019
Assets Carried at Fair Value:
Money market funds	$	28,899	$	—	$	—
U.S. government securities		2,500		13,246		—
Commercial paper		—		49,054		—
Corporate bonds		—		71,336		—
Liabilities Carried at Fair Value:
Acquired contingent consideration		—		—		111,200
December 31, 2018
June 30, 2020
Assets Carried at Fair Value:
Money market funds	$	9,586	$	—	$	—	$	18,126	$	—	$	—
Commercial paper		—		47,108		—		—		6,250		—
Corporate bonds		—		104,881		—		—		19,161		—
Liabilities Carried at Fair Value:
Derivative liability - conversion option								—		—		23,953
Acquired contingent consideration		—		—		168,000		—		—		70,000
December 31, 2019
Assets Carried at Fair Value:
Money market funds							$	2,219	$	—	$	—
Commercial paper								—		26,569		—
Corporate bonds								—		37,185		—
Liabilities Carried at Fair Value:
Derivative liability - conversion option								—		—		59,409
Acquired contingent consideration								—		—		80,300

The following table presents additional information about liabilities measured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value.

(In thousands)	Three-month period ended September 30, 2019			Three-month period ended September 30, 2018		Nine-month period ended September 30, 2019			Nine-month period ended September 30, 2018		Three-month period ended June 30, 2020			Three-month period ended June 30, 2019			Six-month period ended June 30, 2020			Six-month period ended June 30, 2019
Acquired contingent consideration:
Balance, beginning of period	$	162,537		$	112,200	$	168,000		$	113,000	$	76,400		$	175,400		$	80,300		$	168,000
Fair value change to contingent consideration included in the statement of operations		(50,942	)		22,700		(56,342	)		21,900		(6,164	)		(12,800	)		(9,847	)		(5,400	)
Royalty payments		(395	)		—		(458	)		—		(236	)		(63	)		(453	)		(63	)
Balance, end of period	$	111,200		$	134,900	$	111,200		$	134,900	$	70,000		$	162,537		$	70,000		$	162,537

The Company estimates the fair value of its acquired contingent consideration using a probability weighted discounted cash flow valuation approach based on estimated future sales expected from Inbrija (levodopa inhalation powder), an FDA approved drug for the treatment of OFF periods in Parkinson’s disease. Using this approach, expected probability adjusted future cash flows are calculated over the expected life of the agreement and discounted to estimate the current value of the

liability at the period end date. Some of the more significant assumptions made in the valuation include (i) the estimated revenue ~~forecasts~~forecast for Inbrija, (ii) probabilities of success, and (iii) discount periods and rate. ~~Milestone~~The milestone payments ranged from $1.0 million to ~~$59.0~~$45.0 million for Inbrija. The estimated revenue forecast for Inbrija is based on peak annual sales of $300 to $500 million. The discount rate used in the valuation was 20.5% for the three and six-month periods ended June 30, 2020. The valuation is performed quarterly and changes in the fair value of the contingent consideration are included in the statement of operations. For the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, changes in the fair value of the acquired contingent consideration were primarilydue to updates to certain product revenue and expense forecast assumptions, partially offset by a reduction in the ~~re-calculation of cash flows~~discount rate and a reduction in the forecast periods for the passage of ~~time and updates to certain other estimated assumptions.~~ ~~The Company has deferred consideration of further investment in the ARCUS program for acute treatment of migraine pending additional progress with the Inbrija launch.~~time.

The acquired contingent consideration is classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach, including but not limited to, assumptions involving ~~probability adjusted~~ sales estimates for Inbrija and ~~the~~ estimated discount rates, the estimated fair value could be significantly higher or lower than the fair value determined.

The following table represents a reconciliation of the derivative liability recorded in connection with the issuance of the convertible senior secured notes due 2024 acquired:

During 2019, a derivative liability was initially recorded as a result of the issuance of the 6.00% Convertible Senior Secured Notes due 2024 (see Note 10). The fair value measurement of the derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include: (1) share price as of the valuation date, (2) assumed timing of conversion of the Notes, (3) historical volatility of the share price, and (4) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. The fair value of the derivative liability as of June 30, 2020 was determined using a binomial model that calculates the fair value of the Notes with the conversion feature as compared to the fair value of the Notes without the conversion feature, with the difference representing the value of the conversion feature, or the derivative liability. The conversion feature is measured at fair value on a quarterly basis and changes in the fair value of the conversion feature will be recorded in the consolidated statement of operations. The fair value of the derivative liability for the six-month period ended June 30, 2020 was determined based on key assumption including the Company’s stock price of $0.73, the historical volatility rate of 99.0%, and the risk-adjusted discount rate of 26.5%.

The Company has determined that all of its investments are classified as available-for-sale. Available-for-sale debt securities are carried at fair value with interest on these investments included in interest income and are recorded based on quoted market prices. Available-for-sale investments consisted of the following at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively:

			Gross		Gross			Estimated				Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
September 30, 2019
Commercial Paper	$	49,041	$	24	$	(11	)	$	49,054
Corporate Bonds		71,241		104		(9	)		71,336
U.S. government securities		13,250		—		(4	)		13,246
Total Short-term investments	$	133,532	$	128	$	(24	)	$	133,636
December 31, 2018
June 30, 2020
Commercial Paper	$	47,149	$	—	$	(41	)	$	47,108	$	6,245	$	5	$	-		$	6,250
Corporate Bonds		104,965		6		(90	)		104,881		19,115		46		-			19,161
Total Short-term investments	$	152,114	$	6	$	(131	)	$	151,989	$	25,360	$	51	$	-		$	25,411
December 31, 2019
Commercial Paper										$	26,550	$	19	$	—		$	26,569
Corporate Bonds											37,177		20		(12	)		37,185
Total Short-term investments										$	63,727	$	39	$	(12	)	$	63,754

Short-term investments with maturities of three months or less from date of purchase have been classified as cash equivalents, and amounted to approximately ~~$31.4~~$18.1 million and ~~$9.6~~$2.2 million as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Short-term investments have original maturities of greater than 3 months but less than 1 year and amounted to approximately ~~$133.6~~$25.4 million and ~~$152.0~~$63.8 million as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The aggregate fair value of short-term investments in an unrealized loss position amounted to approximately ~~$48.7~~$0 and $25.5 million as of ~~September~~June 30, ~~2019.~~2020 and December 31, 2019, respectively. Short-term investments at ~~September~~June 30, ~~2019~~2020 primarily consisted of high-grade commercial paper and corporate ~~bonds and U.S. government securities.~~bonds. Long-term investments have original maturities of greater than 1 year. There were 0 investments classified as long-term at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018.~~2019. The Company has determined that there were no other-than-temporary declines in the fair values of its investments as of ~~September~~June 30, ~~2019~~2020 as the Company does not intend to sell

its investments and it is not more likely than not that the Company will be required to sell its investments prior to the recovery of its amortized cost basis.

Unrealized holding gains and losses, which relate to debt instruments, are reported within accumulated other comprehensive income (AOCI) in the statements of comprehensive income. The changes in AOCI associated with the unrealized holding gains on available-for-sale investments during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019,~~2020, were as follows (in thousands):

As of October 1, 2017, the Company completed a royalty purchase agreement with HealthCare Royalty Partners, or HCRP (“Royalty Agreement”). In exchange for the payment of $40 million to the Company, HCRP obtained the right to receive Fampyra royalties payable by Biogen under the License and Collaboration Agreement between the Company and Biogen, up to an agreed upon threshold of royalties. When this threshold is met, if ever, the Fampyra royalties will revert back to the Company and the Company will continue to receive the Fampyra royalties from Biogen until the revenue stream ends. The transaction does not include potential future milestones to be paid.

The Company maintained the rights under the license and collaboration agreement with Biogen, therefore, the Royalty Agreement has been accounted for as a liability that will be amortized using the effective interest method over the life of the arrangement, in accordance with the relevant accounting guidance. The Company recorded the receipt of the $40 million payment from HCRP and established a corresponding liability in the amount of $40 million, net of transaction costs of approximately $2.2 million. The net liability is classified between the current and non-current portion of liability related to the sale of future royalties in the consolidated balance sheets based on the recognition of the interest and principal payments to be received by HCRP in the next 12 months from the financial statement reporting date. The total net royalties to be paid, less the net proceeds received will be recorded to interest expense using the effective interest method over the life of the Royalty Agreement. The Company will estimate the payments to be made to HCRP over the term of the Agreement based on forecasted royalties and will calculate the interest rate required to discount such payments back to the liability balance. Over the course of the Royalty Agreement, the actual interest rate will be affected by the amount and timing of net royalty revenue recognized and changes in forecasted revenue. On a quarterly basis, the Company will reassess the effective interest rate and adjust the rate prospectively as necessary.

The following table shows the activity within the liability account for ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively:

(In thousands)	September 30, 2019			December 31, 2018			Six-month period ended June 30, 2020			Twelve-month period ended December 31, 2019
Liability related to sale of future royalties - beginning balance	$	30,716		$	35,788		$	24,400		$	30,716
Deferred transaction costs recognized		495			784			227			639
Non-cash royalty revenue payable to HCRP		(7,556	)		(10,291	)		(5,501	)		(10,271	)
Non-cash interest expense recognized		2,593			4,435			1,113			3,316
Liability related to sale of future royalties - ending balance	$	26,248		$	30,716		$	20,239		$	24,400

On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of its outstanding 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”) for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. For each $1,000 principal amount of exchanged 2021 Notes, the Company issued $750 principal amount of the 2024 Notes and made a cash payment of $200 (the “Exchange”). In the aggregate, the Company issued approximately $207.0 million aggregate principal amount of the 2024 Notes and paid approximate $55.2 million in cash to participating holders. The Exchange was conducted with a limited number of institutional holders of the 2021 Notes pursuant to Exchange Agreements dated as of December 20, 2019 (each, an “Exchange Agreement”).

The 2024 Notes were issued pursuant to an Indenture, dated as of December 23, 2019, among the Company, its wholly owned subsidiary, Civitas Therapeutics, Inc. (along with any domestic subsidiaries acquired or formed after the date of issuance, the “Guarantors”), and Wilmington Trust, National Association, as trustee and collateral agent (the “Indenture”). The 2024 Notes are senior obligations of the Company and the Guarantors, secured by a first priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions described in the Security Agreement, dated as of December 23, 2019, between the grantors party thereto and Wilmington Trust, National Association, as collateral agent (the “Security Agreement”).

The 2024 Notes will mature on December 1, 2024 unless earlier converted in accordance with their terms prior to such date. Interest on the 2024 Notes will be payable semi-annually in arrears at a rate of 6.00% per annum on each June 1 and December 1, beginning on June 1, 2020. The Company may elect to pay interest in cash or shares of the Company’s common stock, subject to the satisfaction of certain conditions. If the Company elects to pay interest in shares of common stock, such common stock will have a per share value equal to 95% of the daily volume-weighted average price for the 10 trading days ending on and including the trading day immediately preceding the relevant interest payment date.

The 2024 Notes will be convertible at the option of the holder into shares of common stock of the Company at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the 2024 Notes is 285.7142 shares of the Company’s common stock per $1,000 principal amount of 2024 Notes, representing an initial conversion price of approximately $3.50 per share of common stock. The conversion rate is subject to adjustment in certain circumstances as described in the Indenture.

The Company may elect to settle conversions of the 2024 Notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. Holders who convert their 2024 Notes prior to June 1, 2023 (other than in connection with a make-whole fundamental change) will also be entitled to an interest make-whole payment equal to the sum of all regularly scheduled stated interest payments, if any, due on such 2024 Notes on each interest payment date occurring after the conversion date for such conversion and on or before June 1, 2023. In addition, the Company will have the right to cause all 2024 Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied.

Holders of the 2024 Notes will have the right, at their option, to require the Company to purchase their 2024 Notes if a fundamental change (as defined in the Indenture) occurs, in each case, at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

Notwithstanding the foregoing, the Company’s ability to settle conversions and make interest payments using shares of its common stock is subject to certain limitations set forth in the Indenture until the time, if any, that the Company’s stockholders have approved (i) the issuance of more than 19.99% of the Company’s outstanding shares in accordance with Nasdaq listing standards (the “Nasdaq Rule”) and (ii) an amendment to the Company’s certificate of incorporation to increase the number of authorized shares (the “Authorized Share Increase”). The Company’s stockholders approved the issuance of shares under the Nasdaq Rule at its 2020 Annual Meeting of Stockholders held in June 2020. The Company is seeking approval of the Authorized Share Increase at a Special Meeting of Stockholders, which was originally convened on July 31, 2020 and has been adjourned until August 28, 2020, to allow the Company additional time to solicit votes in favor of the increase.

indebtedness incurred to refinance the 2021 Notes, (iv) create liens on their assets, (v) sell their assets, (vi) enter into certain transactions with affiliates or (vii) merge, consolidate or sell of all or substantially all of their assets. The Indenture also requires the Company to make an offer to repurchase the 2024 Notes upon the occurrence of certain asset sales.

The Indenture provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest for 30 days, (ii) failure to pay the 2024 Notes when due at maturity, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) failure to convert the 2024 Notes in accordance with the Indenture and the failure continues for five business days, (iv) not issuing certain notices required by the Indenture within a timely manner, (v) failure to comply with the other covenants or agreements in the Indenture for 60 days following the receipt of a notice of non-compliance, (vi) a default or other failure by the Company to make required payments under other indebtedness of the Company or certain subsidiaries having an outstanding principal amount of $30.0 million or more, (vii) failure by the Company or certain subsidiaries to pay final judgments aggregating in excess of $30.0 million, (viii) certain events of bankruptcy or insolvency and (ix) the commercial launch in the United States of a product determined by the U.S. FDA to be bioequivalent to Inbrija. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding 2024 Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Notes may declare all the notes to be due and payable immediately.

The 2021 Notes received by the Company in the Exchange have been cancelled in accordance with their terms. Accordingly, upon completion of the Exchange, $69.0 million of the 2021 Notes remained outstanding.

The Company determined that the exchange of the 2021 Notes for 2024 Notes qualified for a debt extinguishment and recognized a gain on extinguishment of $55.1 million for the year ended December 31, 2019, representing the difference between the fair value of the liability component immediately before the exchange and the carrying value of the debt. The Company recorded an adjustment of $38.4 million to additional paid-in capital to adjust the equity component of 2021 Notes in connection with the extinguishment.

The Company assessed all terms and features of the 2024 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2024 Notes, including the conversion, put and call features. Per the terms of the Indenture, the Company’s ability to settle conversions and make interest payments using shares of its common stock is limited until such time as the Company’s stockholders have approved a waiver of a share limit imposed under Nasdaq rules and a necessary increase in the number of authorized shares of common stock. The Company has until July 31, 2020 to obtain the necessary stockholder approvals and, prior to the earlier of July 31, 2020 and the date such approvals are received, the Company is entitled to settle conversions and make interest payments using shares of common stock, and is not required to make cash payments with respect to shares of common stock that are not delivered due to the applicable share limits. In consideration of these provisions, the Company concluded the conversion feature required bifurcation as a derivative. The fair value of the conversion feature derivative was determined based on the difference between the fair value of the 2024 Notes with the conversion option and the fair value of the 2024 Notes without the conversion option using a binomial model. The Company determined that the fair value of the derivative upon issuance of the 2024 Notes was $59.4 million and recorded this amount as a derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the Notes on the closing date, or December 24, 2019. The conversion feature is measured at fair value on a quarterly basis and changes in the fair value of the conversion feature for the period will be recognized in the consolidated statements of operations. The Company performed a valuation of the derivative liability for the period ended June 30, 2020 and determined that the fair value of the derivative liability was $24.0 million representing a change of $35.5 million that is recognized in the consolidated statement of operations.

The outstanding New Note balance as of June 30, 2020 and December 31, 2019 consisted of the following:

The Company determined that the expected life of the 2024 Notes was equal to the period through December 1, 2024 as this represents the point at which the 2024 Notes will mature unless earlier converted in accordance with their terms prior

to such date. Accordingly, the total debt discount of $75.1 million, inclusive of the fair value of the embedded derivative conversion feature at issuance, is being amortized using the effective interest method through December 1, 2024. For the three and six-month periods ended June 30, 2020, the Company recognized $5.8 million and $11.6 million, respectively, of interest expense related to the 2024 Notes at the effective interest rate of 18.1%. The fair value of the Company’s 2024 Notes was approximately $104.0 million as of June 30, 2020.

In connection with the issuance of the Notes, the Company incurred approximately $5.7 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the 2024 Notes is amortized to interest expense over the expected life of the 2024 Notes using the effective interest method.

The following table sets forth total interest expense recognized related to the Notes for the three and six-month periods ended June 30, 2020:

On June 17, 2014, the Company issued $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2021 (the 2021 Notes) in an underwritten public offering. The net proceeds from the offering were $337.5 million after deducting the Underwriter’s discount and offering expenses paid by the Company. On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of its outstanding 2021 Notes for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. The 2021 Notes received by the Company in the exchange have been cancelled in accordance with their terms. Accordingly, upon completion of the exchange, $69.0 million of the 2021 Notes remained outstanding.

The 2021 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, under certain circumstances as outlined in the indenture, based on an initial conversion rate, subject to adjustment, of 23.4968 shares per $1,000 principal amount of the 2021 Notes (representing an initial conversion price of approximately $42.56 per share).

The Company may redeem for cash all or part of the 2021 Notes, at the Company’s option, after June 20, 2017, under certain circumstances as outlined in the indenture.

The Company pays 1.75% interest per annum on the principal amount of the 2021 Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year. The 2021 Notes will mature on June 15, 2021.

If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their 2021 Notes in principal amounts of $1,000 or an integral multiple thereof. The Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2021 Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2021 Notes to be due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest, if any, on all of the 2021 Notes will become due and payable automatically. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest on the 2021 Notes.

all existing or future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries and will be effectively subordinated to the Company’s existing or future secured indebtedness to the extent of the value of the collateral. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur.

In accounting for the issuance of the 2021 Notes, the Company separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2021 Notes as a whole. The equity component is not re-measured as long as it continues to meet the conditions for equity classification.

The outstanding note balance as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 consisted of the following:

(In thousands)	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Liability component:
Principal	$	345,000		$	345,000			69,000		$	69,000
Less: debt discount and debt issuance costs, net		(18,619	)		(26,330	)		(2,126	)		(3,198	)
Net carrying amount	$	326,381		$	318,670		$	66,874		$	65,802
Equity component	$	61,195		$	61,195		$	22,791		$	22,791

In connection with the issuance of the 2021 Notes, the Company incurred approximately $7.5 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability and equity components based on the allocation of the proceeds. Of the total $7.5 million of debt issuance costs, $1.3 million were allocated to the equity component and recorded as a reduction to additional paid-in capital and $6.2 million were allocated to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the liability component is amortized to interest expense over the expected life of the 2021 Notes using the effective interest method.

As of ~~September~~June 30, ~~2019,~~2020, the remaining contractual life of the 2021 Notes is approximately ~~2 years.~~1 year. The effective interest rate on the liability component was approximately 4.8% for the period from the date of issuance through ~~September~~June 30, ~~2019.~~2020. The fair value of the Company’s 2021 Notes was approximately $56.9 million as of June 30, 2020.

The following table sets forth total interest expense recognized related to the 2021 Notes for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:

(In thousands)	Three-month period ended September 30, 2019		Three-month period ended September 30, 2018		Nine-month period ended September 30, 2019		Nine-month period ended September 30, 2018		Three-month period ended June 30, 2020		Three-month period ended June 30, 2019		Six-month period ended June 30, 2020		Six-month period ended June 30, 2019
Contractual interest expense	$	1,509	$	1,509	$	4,528	$	4,528	$	302	$	1,509	$	604	$	3,019
Amortization of debt issuance costs		241		229		713		680		50		238		99		473
Amortization of debt discount		2,360		2,252		6,997		6,675		489		2,332		972		4,637
Total interest expense	$	4,110	$	3,990	$	12,238	$	11,883	$	841	$	4,079	$	1,675	$	8,129

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ~~For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.~~

~~The Company adopted the new lease guidance effective January 1, 2019 using the~~ ~~modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application~~ ~~which is the effective date of adoption.~~ ~~Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.~~ We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $28.0 million and lease liabilities of $35.1 million at January 1, 2019. The difference between the ROU assets and the lease liabilities is primarily due to unamortized ~~initial direct costs, lease incentives and deferred rent related to the Company’s operating leases at December 31, 2018.~~

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. ~~In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date.~~

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our leases have remaining lease terms of 2 years to 87 years, some of which include options to extend the lease term for up to 15 years, and some of which include options to terminate the lease within 2 years.

~~The Company has~~ ~~elected the practical expedient~~ to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease.

We lease certain office space, manufacturing and warehouse space under arrangements classified as leases under ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 5 to 15 years. The exercise of lease renewal options is at our sole discretion. One of our leases also includes an option to early terminate the lease within 2 years.

In June 2011, the Company entered into a 15-year lease for an aggregate of approximately 138,000 square feet of office and laboratory space in Ardsley, New York. In 2014, the Company exercised its option to expand into an additional 25,405 square feet of office space, which the Company occupied in January 2015. The Company has options to extend the term of the lease for 3 additional five-year periods, and the Company has an option to terminate the lease after 10 years subject to payment of an early termination fee. ~~Also, the Company has a right of first refusal until mid-2020 to lease up to approximately 95,000 additional square feet of space in additional buildings at the same location.~~ The Company’s extension and early termination ~~and expansion~~ rights are subject to specified terms and conditions, including specified time periods when they must be exercised, and are also subject to limitations including that the Company not be in default under the lease.

The Ardsley lease provides for monthly payments of rent during the lease term. These payments consist of base rent, which takes into account the costs of the facility improvements funded by the facility owner prior to the Company’s occupancy, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. ~~The base rent is currently $4.7 million per year, which reflects an annual 2.5% escalation factor.~~

Through our Civitas subsidiary, we lease a manufacturing facility in Chelsea, Massachusetts ~~with commercial-scale capabilities.~~which we use to manufacture Inbrija. The approximately 90,000 square foot facility also includes office and laboratory space. Civitas leases this facility from North River Everett Ave, LLC pursuant to a lease with a term that expires on December 31, 2025, and Civitas has 2 additional extension options of five years each. The base rent under the lease is currently $1.6 million per year, which reflects an annual escalation factor of 2.5% as well as an amendment to the lease to add additional property at the Chelsea, Massachusetts site as further described below.

In 2017, the Company’s Civitas subsidiary amended its existing Chelsea, Massachusetts lease. The amendment added expansion property located in Chelsea, Massachusetts next to the existing facility. The additional property includes land being used for parking and a free-standing warehouse building on the same site. ~~The base rent for the additional property under the lease included in the rent number above, is currently $0.5 million per year with an annual escalation factor of 3.0%.~~

In 2018, the Company initiated a renovation and expansion of a building within the Chelsea manufacturing facility that ~~will increase~~increased the size of the facility to approximately 95,000 square feet. The project ~~will add~~has added a new manufacturing production line for Inbrija and other ARCUS products that has greater capacity than the existing manufacturing line, and ~~it will create~~has created additional warehousing space for manufactured product. ~~Pursuant to a 2018 lease amendment that enabled the renovation and expansion, upon completion of the project, annual rent under the lease will increase to $1.7 million. Construction of~~Although the project was substantially completed in ~~October~~late 2019, ~~but~~ it will take additional time after completion of construction to obtain the ~~FDA approval~~approvals needed tofor use of the new production line for commercial ~~manufacturing.~~manufacture, such as approvals from the FDA, Massachusetts state environmental permits, and approvals from other regulatory authorities. All costs to renovate and expand the facility are borne by the Company, and therefore ~~the lease for that building is~~will be accounted for as ~~a build~~leasehold improvements when the renovation and expansion is approved to ~~suit lease.~~be used for production.

In October 2016, we entered into a 10-year lease agreement with a term commencing January 1, 2017, for approximately 26,000 square feet of lab and office space in Waltham, MA. The lease provides for monthly rental payments over the lease term. ~~The base rent under the lease is currently $1.1 million per year.~~

Our leases have remaining lease terms of 2 years to 87 years, which assumes exercise of the early termination of our Ardsley, NY lease. We do not include any renewal options in our lease terms when calculating our lease liabilities as we are not reasonably certain that we will exercise these options. ~~One of our leases includes the early termination option in the lease~~

~~term when~~When calculating the lease ~~liability.~~liability, we assume exercise of the Ardsley early termination option. The weighted-average remaining lease term for our operating leases was 54.1 years at ~~September~~June 30, ~~2019.~~2020. The weighted-average discount rate was ~~7.13%~~7.14% at ~~September~~June 30, ~~2019.~~2020.

ROU assets and lease liabilities related to our operating leases are as follows:

(In thousands)	Balance Sheet Classification	September 30, 2019		Balance Sheet Classification	June 30, 2020		June 30, 2019
Right-of-use assets	Right of use assets	$	24,675	Right of use assets	$	21,166	$	25,876
Current lease liabilities	Current portion of lease liabilities		7,696	Current portion of lease liabilities		7,896		7,644
Non-current lease liabilities	Non-current portion of lease liabilities		24,393	Non-current portion of lease liabilities		20,277		25,766

We have lease agreements that contain both lease and non-lease components. We account for lease components together with non-lease components (e.g., common-area maintenance). The components of lease costs were as follows:

(In thousands)	Three-month period ended September 30, 2019		Nine-month period ended September 30, 2019		Three-month period ended June 30, 2020		Three-month period ended June 30, 2019		Six-month period ended June 30, 2020		Six-month period ended June 30, 2019
Operating lease cost	$	1,776	$	5,293	$	1,895	$	1,736	$	3,796	$	3,517
Variable lease cost		1,119		3,544		704		1,761		1,636		2,425
Short-term lease cost		440		1,094		451		333		804		654
Total lease cost	$	3,335	$	9,931	$	3,050	$	3,830	$	6,236	$	6,596

Future minimum commitments under all non-cancelable operating leases are as follows:

(In thousands)
2019 (excluding the nine months ended Sep 30, 2019)	$	1,902
2020		7,746
2020 (excluding the six months ended June 30, 2020)				$	3,927
2021		7,935			7,986
2022		9,972			10,024
2023		3,043			3,097
2024					3,184
Later years		7,666			4,594
Total lease payments		38,264			32,812
Less: Imputed interest		(6,175	)		(4,639	)
Present value of lease liabilities	$	32,089		$	28,173

Supplemental cash flow information ~~and non-cash activity~~ related to our operating leases are as follows:

(In thousands)	Nine-month period ended September 30, 2019		Six-month period ended June 30, 2020		Six-month period ended June 30, 2019
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	5,605	$	3,869	$	3,708
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	770	$	-	$	770

The Company is currently party to various legal proceedings which are principally patent litigation matters. The Company has assessed such legal proceedings and does not believe that it is probable that a liability has been incurred or that the amount of any potential liability or range of losses can be reasonably estimated. As a result, the Company did not record any loss contingencies for any of these matters. Litigation expenses are expensed as incurred.

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

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

We are a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders. We market Inbrija (levodopa inhalation powder), which is approved in the U.S. for intermittent treatment of OFF episodes, also known as OFF periods, in people with Parkinson’s disease treated with carbidopa/levodopa. Inbrija is for ~~on-demand~~as needed use and utilizes our ARCUS pulmonary delivery system, a technology platform designed to deliver medication through inhalation that we believe has potential to be used in the development of a variety of inhaled medicines. We also market branded Ampyra (dalfampridine) Extended Release Tablets, 10 mg.

Our New Drug Application, or NDA, for Inbrija was approved by the U.S. Food and Drug Administration, or FDA, on December 21, 2018. The approval is for a single dose of 84 mg ~~with no titration required.~~(administered as two capsules), which may be taken up to five times per day. Inbrija became commercially available in the U.S. on February 28, 2019. Inbrija is marketed in the U.S. through our own specialty sales force and commercial infrastructure, and is being distributed primarily through a network of specialty ~~pharmacies.~~pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc. (an AmeriSource Bergen affiliate). Our sales representatives, which we are supplementing with contract sales representatives, are targeting approximately ~~10,000~~6,000 healthcare providers, currently focusing on a priority list of approximately 2,000 physicians who are high volume prescribers of levodopa/carbidopa. ~~As of October 30, 2019,~~Currently, Inbrija is available in the U.S. without the need for a medical exception for approximately ~~66%~~80% of commercial health insurance plan and approximately 25% of Medicare plan lives. Our Inbrija launch activities have ~~thus far~~ been focused on physician awareness and market access. ~~As we enter our next phase of the launch, we will be~~We are maintaining these efforts while increasing focus on patient awareness, education and ~~education.~~training. Approximately one million people in the U.S. and 1.2 million Europeans are diagnosed with Parkinson’s; it is estimated that approximately 40% of people with Parkinson’s in the U.S. experience OFF periods. We project ~~that~~peak U.S. annual ~~peak~~ net revenue of Inbrija to be in the ~~U.S. alone could exceed $800~~range of $300 to $500 million.

On September 24, 2019, we announced that the European Commission, or EC, approved our Marketing Authorization Application, or MAA, for ~~Inbrija 33~~Inbrija. The approved dose is 66 mg ~~inhalation powder, hard capsules.~~(administered as two capsules) up to five times per day (per European Union, or EU, convention, this reflects emitted dose and is equivalent to the 84 mg labelled dose in the U.S.). Under the MAA, Inbrija is indicated in the ~~European Union, or~~ EU for the intermittent treatment of episodic motor fluctuations (OFF episodes) in adult patients with Parkinson’s disease treated with a levodopa/dopa-decarboxylase inhibitor. The MAA ~~approves~~approved Inbrija for use in what were then the 2827 countries of the EU, as well as Iceland, Norway and Liechtenstein. Following the ratification of the Withdrawal Agreement between the United Kingdom and the EU, the UK left the EU on January 31, 2020. However, this EU marketing authorization remains valid in the UK during a transitional period that will end on December 31, 2020. After that date, EU law will cease to apply in and to the UK. The EU and the UK are currently negotiating a trade agreement, which would govern their future relationship after the end of the transitional period. It is currently unclear whether the parties can reach an agreement before December 31, 2020 and whether that agreement would also cover the regulation of medicinal products. Separately, the UK has indicated that it intends to convert all valid EU marketing authorizations automatically into national marketing authorizations, unless the marketing authorization holder objects. We are in discussions with potential partners regarding the distribution of Inbrija outside of the U.S., with potential partners in Europe and Japan.

We ~~have been~~were previously engaged in litigation with generic drug manufacturers relating to certain Ampyra ~~patents, which is further described below and in Part II, Item 1 of this report.~~patents. In 2017, a U.S. District Court issued a ruling that upheld our Ampyra Orange Book-listed patent that expired on July 30, 2018, but invalidated other Ampyra patents that were set to expire between 2025 and 2027. In September 2018, a U.S. Court of Appeals upheld this decision, and in October 2019, the U.S. Supreme Court denied our petition for certiorari requesting review of the case. As a result, our patent exclusivity with respect to Ampyra terminated on July 30, 2018, and we have experienced a significant decline in Ampyra sales due to competition from generic versions of Ampyra that have been marketed since the Court of Appeals decision. Additional manufacturers may market generic versions of Ampyra, and we expect our Ampyra sales will continue to decline over time.

On October 23, 2019, we announced a corporate restructuring to reduce costs and focus our resources on the commercial launch of Inbrija, which is our key strategic priority for ~~the remainder of 2019.~~2020. As part of the restructuring, we ~~are reducing~~reduced headcount by approximately 25% through a reduction in force. The majority of the reduction took place in the fourth quarter of 2019 immediately after the announcement, and the remainder ~~will be~~was completed byin the first quarter of 2020. We expect to realize estimated annualized cost savings related to headcount reduction of approximately $21.0 million, beginning in the second

quarter of 2020. We ~~estimate that~~are continuing our efforts to manage our cost structure, such as by identifying potential operating efficiencies and opportunities to convert fixed costs into variable costs. One of our key initiatives is to monetize the excess capacity of our Chelsea manufacturing facility, which we ~~will incur approximately $8.0 million~~believe could offset expenses and reduce our cost of ~~pre-tax charges, substantially all of which will be cash expenditures,~~goods for ~~severance~~Inbrija.

Our business and ~~other employee separation related costs~~financial condition have been impacted by, and are subject to risks resulting from, the COVID-19 (novel coronavirus) pandemic. The COVID-19 pandemic has already caused significant disruptions in the ~~fourth quarter~~healthcare industry. The duration of ~~2019~~the pandemic is difficult to predict, and it is likely to have ongoing impacts as it continues. The travel restrictions, “shelter in palace” orders, quarantine policies, and general concerns about the spread of COVID-19 have disrupted the delivery of healthcare to patients, for example making it more difficult for some patients to visit with their physician and obtain pharmaceutical prescriptions. Also, healthcare office staffing shortages may delay the administrative work, and particularly insurance-related documentation, needed to obtain reimbursement for prescriptions. We believe these factors caused a decrease in new prescriptions for our products late in the first quarter and during the second quarter of ~~2020.~~2020, and the ongoing impact of the COVID-19 pandemic on prescriptions is uncertain.

The COVID-related policies, restrictions and concerns may disrupt our operations and those of our customers and suppliers. Also, our operations could be interrupted if we or our customers or suppliers lose the services of key employees or consultants who become ill from COVID-19. These types of disruptions could potentially affect any of our critical business functions, and thus harm our business, including for example our manufacturing, sales and marketing operations as well compliance and certain general and administrative functions. The ultimate impact of the COVID-19 pandemic, or any other health epidemic, is highly uncertain and subject to change.We do not yet know the full extent of potential delays or impacts on our business, healthcare systems or the global economy as a whole. As the pandemic continues, it may result in a sustained economic downturn that could affect demand for our products and our ability to access capital on reasonable terms, or at all.

In December 2019, we announced the successful completion of a private exchange of $276 million of our convertible senior notes due in 2021 in exchange for a combination of approximately $207 million aggregate principal amount of newly-issued convertible senior secured notes due 2024 and $55.2 million in cash. The convertible senior secured notes have a conversion price of approximately $3.50 per share. As a result of the ~~restructuring, we reduced our 2019 operating expense projections, as further described below under~~ ~~Financial Guidance for 2019 and 2020~~.

~~As of September 30, 2019, we had cash, cash equivalents and short-term investments of~~exchange, approximately ~~$253.2 million, and we expect our 2019 year-end balance to be greater than $225 million. We have $345~~$69 million of convertible senior notes due in 2021, with a conversion price of ~~$42.56. We have engaged an advisor to assist us in addressing this debt,~~$42.56, remain outstanding. Addressing the remaining portion of the convertible notes due 2021 is a top priority in addition to our focus on the Inbrija launch. More information about the terms and conditions of the 2021 and 2024 convertible notes is set forth in Note 10 to our Consolidated Financial Statements in included in this report as well as in Financing Arrangements below.

On July 13, 2020, we received a U.S. income tax refund from the Internal Revenue Service of approximately $12.4 million plus interest of $0.3 million, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Under the CARES Act, among other things, net operating losses arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, can be carried back to the preceding five years to apply against taxable income reported in such years. Pursuant to this provision of the CARES Act, the Company was eligible to carry back 2019 net operating losses to tax years 2017 and 2018, resulting in the refund.

As of June 30, 2020, we had cash, cash equivalents. short-term investments and restricted cash of approximately $103.8 million. Restricted cash includes $37.3 million in escrow related to the 6% semi-annual interest portion of the convertible senior secured notes due 2024. As further described below under Financing Arrangements, if we are permitted under the notes indenture and we elect to pay interest due in stock, the cash equivalent will be released from escrow.

Inbrija (levodopa inhalation powder) is the first and only inhaled levodopa, or L-dopa, for intermittent treatment of OFF episodes, also known as OFF periods, in people with Parkinson’s disease treated with carbidopa/levodopa regimen. Our New Drug Application, or NDA, for Inbrija was approved by the U.S. Food and Drug Administration, or FDA, on December 21, 2018. The approval is for a single dose of 84 mg ~~with no titration required.~~(administered as two capsules), which may be taken up to five times per day. Inbrija became commercially available in the U.S. on February 28, 2019.~~As of October 30, 2019,~~ Currently, Inbrija is available in the U.S. without the need for a medical exception for approximately ~~66%~~80% of commercial health insurance plan and approximately 25% of Medicare plan lives. Net revenue for Inbrija was ~~$4.9~~$4.7 million for the quarter ended ~~September~~June 30, 2020 and $3.0 million for the quarter ended June 30, 2019. We project ~~that~~peak U.S. annual ~~peak~~ net revenue of Inbrija to be in the ~~U.S. alone could exceed $800~~range of $300 to $500 million.

On September 24, 2019, we announced that the European Commission, or EC, approved our Marketing Authorization Application, or MAA, for ~~Inbrija 33~~Inbrija. The approved dose is 66 mg ~~inhalation powder, hard capsules.~~(administered as two capsules) up to five times per day (per European Union, or EU, convention, this reflects emitted dose and is equivalent to the 84 mg labelled dose in the U.S.). Under the MAA, Inbrija is indicated in the EU for the intermittent treatment of episodic motor fluctuations (OFF episodes) in adult patients with Parkinson’s disease treated with a levodopa/dopa-decarboxylase inhibitor. The MAA ~~approves~~approved Inbrija for use in what were then the 2827 countries of the EU, as well as Iceland, Norway and Liechtenstein. Following the ratification of the Withdrawal Agreement between the United Kingdom and the EU, the UK left the EU on January 31, 2020. However, this EU marketing authorization remains valid in the UK during a transitional period that will end on December 31, 2020. After that date, EU law will cease to apply in and to the UK. The EU and the UK are currently negotiating a trade agreement, which would govern their future relationship after the end of the transitional period. It is currently unclear whether the parties can reach an agreement before December 31, 2020 and whether that agreement would also cover the regulation of medicinal products. Separately, the UK has indicated that it intends to convert all valid EU marketing authorizations automatically into national marketing authorizations, unless the marketing authorization holder objects We are in discussions with potential partners regarding the distribution of Inbrija outside of the U.S., with potential partners in Europe and Japan.

Inbrija is marketed in the U.S. through our own specialty sales force and commercial infrastructure, and is distributed in the U.S. primarily through a network of specialty ~~pharmacies. We believe we have built a leading~~pharmacies, which deliver the medication to patients by mail, and ASD Specialty Healthcare, Inc. (an AmeriSource Bergen affiliate). Our neuro-specialty sales and marketing team, built through our commercialization of Ampyra, ~~and that~~includes our ~~commercial sale of Inbrija in the U.S. will benefit from the experiences and capabilities of this team. We currently have approximately 90~~own sales representatives as well as established teams of Medical Science Liaisons, Regional Reimbursement Directors, and Market Access Account Directors who provide information to payers and physicians on our marketed products; ~~a National Trade Account Director who works with our network of specialty pharmacies for Inbrija;~~ and Market Development Managers who work collaboratively with field teams and corporate personnel to assist in the execution of the Company’s strategic initiatives. Our sales representatives, which we are supplementing with contract sales representatives, are targeting approximately ~~10,000~~6,000 healthcare providers, currently focusing on a priority list of approximately 2,000 physicians who are high volume prescribers of levodopa/carbidopa. Our Inbrija launch activities ~~have thus far been~~were initially focused on physician awareness and market access. ~~As we enter our next phase of the launch, we will be~~We are maintaining these efforts while increasing focus on patient awareness, education and ~~education.~~training.

~~In January 2019, we~~We have established Prescription Support Services for Inbrija, which we sometimes refer to as the Inbrija ~~hub, a service provided by Acorda which~~hub. Prescription Support Services is designed to help patients navigate their insurance coverage and offer reimbursement support services, when appropriate. Services fall into one of these four categories: insurance verification, to research patient insurance benefits and confirm insurance coverage; prior authorization support, to identify prior authorization requirements; appeals support; and assistance identifying which specialty pharmacy a patient will utilize based on their insurance coverage. For patients that may need assistance paying for their medication, Prescription Support Services offers several support options, including: a program that provides no cost medication to patients who meet specific program eligibility requirements; co-pay support, which may help commercially insured (non-government funded) patients lower their out-of-pocket costs; and a bridge program, for federally-insured patients who experience a delay in coverage determination. We have implemented a no-cost sample program, available at physician offices, to enable patients and their physicians to assess the value of Inbrija before the patient ~~has to incur~~incurs out-of-pocket co-pay or co-insurance costs. In addition, we have implemented a free trial program, available through the Inbrija hub, for commercially insured patients who cannot access the free samples because of offices and institutions that have policies that prohibit samples.

Parkinson’s disease is a progressive neurodegenerative disorder resulting from the gradual loss of certain neurons in the brain. These neurons are responsible for producing dopamine and that loss causes a range of symptoms including impaired movement, muscle stiffness and tremors. The standard baseline treatment of Parkinson’s disease is oral carbidopa/levodopa, but oral medication can be associated with wide variability in the timing and amount of absorption and there are significant challenges in creating a regimen that consistently maintains therapeutic effects. As Parkinson’s progresses, people are likely to experience OFF periods, which are characterized by the return of Parkinson’s symptoms that result from low levels of dopamine between doses of oral carbidopa/levodopa. OFF periods are often highly disruptive to people with Parkinson’s. Approximately one million people in the U.S. and 1.2 million Europeans are diagnosed with Parkinson’s; it is estimated that approximately 40% of people with Parkinson’s in the U.S. experience OFF periods.

Inbrija is for ~~on-demand~~as needed use and utilizes our ARCUS platform for inhaled therapeutics. ARCUS is a dry-powder pulmonary drug delivery technology that we believe has potential to be used in the development of a variety of inhaled medicines. The ARCUS platform allows systemic delivery of medication through inhalation, by transforming molecules into a light, porous dry powder. This allows delivery of substantially higher doses of medication than can be delivered via

conventional dry powder technologies. We acquired the ARCUS technology platform as part of our 2014 acquisition of Civitas Therapeutics. We have worldwide rights to our ARCUS drug delivery technology, which is protected by extensive know-how and trade secrets and various U.S. and foreign patents, including patents that protect the Inbrija dry powder capsules beyond 2030. We have several patents listed in the Orange Book for Inbrija, including patents expiring between

2022 and 2032, and Inbrija is entitled to three years of ~~data~~new product exclusivity, through December 2021, as posted in the Orange book.

FDA and European Commission approvals of Inbrija were based on a clinical program that included approximately 900 people with Parkinson’s on a carbidopa/levodopa regimen experiencing OFF periods. The Phase 3 pivotal trial for Inbrija – SPAN-PD – was a 12-week, randomized, placebo controlled, double blind study evaluating the effectiveness of Inbrija in patients with mild to moderate Parkinson’s experiencing OFF periods. In January 2019, we announced that The Lancet Neurology published results from the SPAN-PD clinical trial.

The SPAN-PD trial met its primary endpoint, with patients showing a statistically significant improvement in motor function at the week 12 visit, as measured by a reduction in Unified Parkinson’s Disease Rating Scale (UPDRS) Part III score for Inbrija 84 mg (n=114) compared to placebo (n=112) at 30 minutes post-dose (-9.83 points and -5.91 points respectively; p=0.009). Onset of action was seen as early as 10 minutes. Maintenance of effect continued to 60 minutes post-dose, which is the longest time point assessed in the trial. UPDRS III is a validated scale, which measures Parkinson’s disease motor impairment.

The most common adverse reactions with Inbrija (at least 5% and greater than placebo) in the pivotal trial were cough (15% vs. 2%), upper respiratory tract infection (6% vs. 3%), nausea (5% vs. 3%) and discolored sputum (5% vs. 0%).

Inbrija was also studied in a Phase 3 long-term, active-controlled, randomized, open-label study (N=398) assessing safety and tolerability over one year. This study showed the average reduction in FEV1 (forced expiratory volume in 1 second) from baseline was the same (-0.1 L) for the Inbrija and observational cohorts. Patients with chronic obstructive pulmonary disease (COPD), asthma, or other chronic respiratory disease within the last five years were excluded from this study.

Inbrija is not to be used by patients who take or have taken a nonselective monoamine oxidase inhibitor such as phenelzine or tranylcypromine within the last two weeks.

Ampyra was approved by the FDA in January 2010 to improve walking in adults with multiple sclerosis. To our knowledge, Ampyra is the first drug approved for this indication. Efficacy was shown in people with all four major types of MS (relapsing remitting, secondary progressive, progressive relapsing and primary progressive). Net revenue for Ampyra was ~~$37.6~~$26.1 million for the quarter ended ~~September~~June 30, ~~2019~~2020 and ~~$137.8~~$44.2 million for the quarter ended ~~September~~June 30, ~~2018.~~

Ampyra is marketed in the U.S. through our own specialty sales force and commercial infrastructure, and is distributed in the U.S. primarily through a network of specialty pharmacies which deliver the medication to patients by mail. We have contracted with a third party organization with extensive experience in coordinating patient benefits to run Ampyra Patient Support Services, or APSS, a dedicated resource that coordinates the prescription process among healthcare providers, people with multiple sclerosis, and insurance carriers. We have a 60-day free trial program that provides eligible patients with two months of Ampyra at no cost. We are evaluating the level of our continuing investment in certain Ampyra sales and marketing programs, including our free trial program and APSS, due to the introduction of generic competition and corresponding decline in Ampyra sales.2019.

We ~~have been~~were previously engaged in litigation with certain generic drug manufacturers relating to our five initial Orange Book-listed Ampyra patents. In 2017, the United States District Court for the District of Delaware (the “District Court”) issued a ruling that upheld our Ampyra Orange Book-listed patent that expired on July 30, 2018, but invalidated our four other Orange Book-listed patents pertaining to Ampyra that were set to expire between 2025 and 2027. Under this decision, our patent exclusivity with respect to Ampyra terminated on July 30, 2018. We appealed the District Court decision to the United

States Court of Appeals for the Federal Circuit (the “Federal Circuit”), which issued a ruling in September 2018 upholding the District Court’s decision (the “Appellate Decision”). In January 2019, the Federal Circuit denied our petition for rehearing en banc. In October 2019, the U.S. Supreme Court denied our petition for certiorari requesting review of the case. ~~This litigation is discussed in further detail in Part II, Item 1 of this report.~~ We have experienced a significant decline in Ampyra sales due to competition from generic versions of Ampyra that are being marketed following the Appellate Decision. Additional manufacturers may market generic versions of Ampyra, and we expect our Ampyra sales will continue to decline over time.

Ampyra is marketed as Fampyra outside the U.S. by Biogen International GmbH, or Biogen, under a license and collaboration agreement that we entered into in June 2009. Fampyra has been approved in a number of countries across Europe, Asia and the Americas. Under our agreement with Biogen, we are entitled to receive double-digit tiered royalties on net sales of Fampyra and we are also entitled to receive additional payments based on achievement of certain regulatory and sales milestones. We received a $25 million milestone payment from Biogen in 2011, which was triggered by Biogen’s receipt of conditional approval from the European Commission for Fampyra. The next expected milestone payment would be ~~$15~~

$15 million, due when ex-U.S. net sales exceed $100 million over four consecutive quarters. In November 2017, we announced a $40 million Fampyra royalty monetization transaction with HealthCare Royalty Partners, or HCRP. In return for the payment to us, HCRP obtained the right to receive these Fampyra royalties up to an agreed-upon threshold. Until this threshold is met, if ever, we will not receive Fampyra royalties although we have retained the right to receive any potential future milestone payments, described above. The HCRP transaction is accounted for as a liability, as described in Note 109 to our Consolidated Financial Statements included in this report.

Six issued Ampyra patents have been listed in the Orange Book. The five initial Orange Book-listed patents have been the subject of litigation with certain generic drug manufacturers, as described above. In connection with the litigation, our Orange Book-listed patent that expired on July 30, 2018, was upheld, but four other Ampyra patents set to expire between 2025 and 2027 were invalidated. ~~We have filed a~~At our request, ~~to have~~ these four patents have been delisted from the Orange Book. ~~The litigation is discussed in further detail in Part II, Item 1 of this report.~~ The sixth Orange Book-listed patent (U.S. Patent No. 9,918,973), set to expire in 2024, was more recently issued and was not involved in the litigation. ~~We have filed a~~At our request, ~~to have~~ this patent has also been delisted from the Orange Book. We note that this patent did not entitle us to any additional statutory stay of approval under the Hatch-Waxman Act against the generic drug manufacturers that were involved in the patent litigation described in this report.

In 2011, the European Patent Office, or EPO, granted EP 1732548, with claims relating to, among other things, use of a sustained release aminopyridine composition, such as dalfampridine (known under the trade name Fampyra in the European Union), to increase walking speed. In March 2012, Synthon B.V. and neuraxpharm Arzneimittel GmBH filed oppositions with the EPO challenging the EP 1732548 patent. We defended the patent, and in December 2013, we announced that the EPO Opposition Division upheld amended claims in this patent covering a sustained release formulation of dalfampridine for increasing walking in patients with MS through twice daily dosing at 10 mg. Both Synthon B.V. and neuraxpharm Arzneimittel GmBH have appealed the decision. In December 2013, Synthon B.V., neuraxpharm Arzneimittel GmBH and Actavis Group PTC EHF filed oppositions with the EPO challenging our EP 2377536 patent, which is a divisional of the EP 1732548 patent. In February 2016, the EPO Opposition Division rendered a decision that revoked the EP 2377536 patent. We appealed the decision. In the Appeal Hearings in September 2019, the European Technical Board of Appeals upheld claims covering Fampyra in both the EP 1732548 patent and the EP 2377536 patent. Both European patents are set to expire in 2025, absent any additional exclusivity granted based on regulatory review timelines. In June 2019, the EPO granted EP 2460521, which is a divisional of the EP 2377536 patent. ~~The~~In November 2019, we filed a request withdrawing our approval of the text on which EP 2460521 ~~patent may be opposed by a third party within nine months~~was granted, resulting in termination of the ~~date of grant. This patent is also set to expire in 2025.~~patent. Fampyra also has 10 years of market exclusivity in the European Union that is set to expire in 2021.

We have been exploring opportunities for other proprietary products in which inhaled delivery of medicine using our ARCUS drug delivery technology can provide a significant therapeutic benefit to patients. We believe there are potential opportunities with central nervous system, or CNS, as well as non-CNS, disorders.

Our ARCUS development has been focused on a program for acute treatment of migraine. Existing oral therapies for migraine can be associated with slow onset of action and gastrointestinal challenges. Patients cite the need for rapid relief from migraine symptoms as their most desired medication attribute. Additionally, individuals with migraine may suffer from nausea and delayed gastric emptying which further impact the consistency and efficacy of the oral route of administration. We have been evaluating therapeutic candidates for their suitability to move forward with this program. Due to the restructuring described above and associated cost-cutting measures, we have deferred consideration of further investment into potential new ARCUS applications in ~~this program~~migraine pending additional progress with the Inbrija ~~launch.~~commercial launch in the U.S.

In July 2015, the Bill & Melinda Gates Foundation awarded us a ~~$1.4 million~~ grant to support the development of a formulation and delivery system for a dry powder version of lung surfactant, a treatment for neonatal respiratory distress syndrome, or nRDS. In collaboration with the Massachusetts Institute of Technology, we developed a formulation and delivery device based on our proprietary ARCUS drug delivery technology. nRDS is a condition affecting prematurely born infants in which their lungs are underdeveloped and thus lack a sufficient amount of lung surfactant. It can be fatal, or lead to severe, chronic health issues caused by a lack of oxygen getting to the baby’s brain and other organs. Delivering liquid surfactant to the lungs via intubation is the standard of care. We believe that our formulation and delivery system may present a more practical alternative for use in developing areas of the world, where intubation poses numerous problems. Based on recent achievement of pre-clinical proof of concept, the foundation has expanded the funding to include pre-IND ~~development.~~development,

including an additional grant of approximately $2.08 million in 2020 to continue this work. This program is not aimed at developing a commercial product, but our work on this program (funding for which has not been impacted by the restructuring) could potentially generate information that is useful for adapting the ARCUS drug delivery technology to commercial pediatric uses.

Our other research and development programs include rHIgM22 and ~~Cimaglermin alpha.~~cimaglermin alfa. rHIgM22 is a remyelinating antibody that is a potential therapeutic for multiple sclerosis. Data from a Phase 1 safety and tolerability trial showed that a single dose of rHIgM22 was not associated with any safety signals. The study was not powered to show efficacy and exploratory measures showed no difference between the treatment groups. Cimaglermin alfa is a member of the neuregulin growth factor family, and has been shown to promote recovery after neurological injury, as well as enhance heart function in animal models of heart failure. We initiated a Phase 1b clinical trial assessing three doses of cimaglermin alfa in people with heart failure, but discontinued enrollment and then received an FDA clinical hold based on the occurrence of a case of hepatotoxicity (liver injury). The FDA clinical hold was lifted after we presented additional data on the hepatotoxicity, but we have not since restarted any clinical study of ~~cimaglermin.~~cimaglermin alfa. We are considering next steps for these programs, which could include potential partnering or out-licensing, but due to the restructuring described above and associated cost-cutting measures, we have deferred consideration of any further investment pending additional progress with the Inbrija ~~launch.~~commercial launch in the U.S.

We were previously developing SYN120 and BTT1023, but have no current plans to further invest in these programs. SYN120 is a potential treatment for Parkinson’s-related dementia, which we acquired with Biotie Therapies. Data from a Phase 2 exploratory study that we completed in 2017 showed that several of the outcome measures trended in favor of drug versus placebo, particularly with respect to neuropsychiatric symptoms. However, neither the primary nor key secondary endpoints achieved statistical significance. We were developing BTT1023 (timolumab) for the orphan disease Primary Sclerosing Cholangitis, or PSC, a chronic and progressive liver disease. The University of Birmingham was conducting a Phase 2 proof-of-concept clinical trial of BTT1023 for PSC, but the university informed us in January 2019 that they terminated the trial. ~~Pending~~We may evaluate potential out-licensing opportunities if they arise pending review of final data from the discontinued ~~trial, we intend to evaluate the potential for out-licensing.~~trial.

We are providing the following guidance with respect to our ~~2019~~2020 financial ~~performance, which is an update from prior guidance on research and development (R&D) and selling, general and administrative (SG&A) operating expenses due to the restructuring described above:~~performance:

~~We are providing the following guidance with respect to our 2020 financial performance:~~

The projected ~~ranges~~range of ~~R&D and SG&A~~operating expenses in ~~2019 and~~ 2020 ~~are provided on a non-GAAP basis, as both exclude~~specified above was not prepared in accordance with accounting principles generally accepted in the United States (GAAP) because this guidance excludes restructuring costs and share-based compensation charges. Due to the forward looking nature of this information, the amount of compensation charges needed to reconcile ~~these measures~~this measure to the most directly comparable GAAP financial ~~measures~~measure is dependent on future changes in the market price of our common stock and is not available at this time. Non-GAAP financial measures are not an alternative for financial measures prepared in accordance with GAAP. However, we believe the presentation of ~~these~~this non-GAAP financial ~~measures,~~measure, when viewed in conjunction with actual GAAP results, provides investors with a more meaningful understanding of our ongoing and projected operating performance because ~~they exclude~~it excludes (i) expenses that pertain to a non-routine restructuring, ~~events,~~ and (ii) non-cash charges that are substantially dependent on changes in the market price of our common stock. We believe ~~these~~this non-GAAP financial ~~measures help~~measure helps indicate underlying trends in our business, and ~~are~~is important in comparing current results with prior period results and understanding expected operating performance. Also, our management uses ~~these~~this non-GAAP financial ~~measures~~measure to establish budgets and operational goals, and to manage our business and to evaluate its performance.

Three-Month Period Ended ~~September~~June 30, ~~2019~~2020 Compared to ~~September~~June 30, ~~2018~~2019

We recognize product sales of Inbrija following receipt of product by companies in our distribution network, which primarily includes specialty pharmacy providers and ASD Specialty Healthcare, Inc. We recognized net revenue from the sale of Inbrija of ~~$4.9~~$4.7 million and $3.0 million for the three-month periods ended June 30, 2020 and 2019, respectively, an increase of $1.7 million or 56.7%. The net revenue increase is due primarily to an increase in sales activity in the three-month period ended ~~September~~June 30, ~~2019.~~2020 of $3.8 million compared to the three-month period ended June 30, 2019, partially offset by discount and allowance adjustments of $2.1 million. Discount and allowance adjustments include the recognition of a true-up adjustment to the Medicare rebate accrual of $(0.6) million that relates to the three-month period ended March 31, 2020.

We recognize product sales of Ampyra following receipt of product by companies in our distribution network, which primarily includes specialty pharmacy providers. We recognized net revenue from the sale of Ampyra of ~~$37.6~~$26.1 million and ~~$137.8~~$44.2 million for the three-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, a decrease of ~~$100.2~~$18.1 million, or ~~73%~~41.0%. The net revenue decrease ~~comprised decreased~~is due primarily to a decrease in net volume of ~~$100.3~~$22.91 million, partially offset by net price increase and discount and allowance adjustments of ~~$0.1~~$4.8 million. Net revenue from sales of Ampyra decreased for the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019 due to the entry of generic versions of Ampyra as a result of the invalidation of certain of our Ampyra patents in 2017.

Discounts and allowances which are included as an offset in net revenue consist of allowances for customer credits, including estimated chargebacks, rebates, returns and discounts. Discounts and allowances are recorded following shipment of our products to our customers. Adjustments are recorded for estimated chargebacks, rebates, and discounts. Discounts and allowances also consist of discounts provided to Medicare beneficiaries whose prescription drug costs cause them to be subject to the Medicare Part D coverage gap (i.e., the “donut hole”). Payment of coverage gap discounts is required under the Affordable Care Act, the health care reform legislation enacted in 2010. Discounts and allowances may increase as a percentage of sales as we enter into managed care contracts in the future.

We recognized net revenue from the sale of other products of $2.3 million for the three-month period ended September 30, 2019 as compared to $2.2 million for the three-month period ended September 30, 2018.

We recognized ~~$2.9~~$2.8 million and ~~$2.8~~$2.9 million in royalty revenue for the three-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, related to ex-U.S. sales of Fampyra by Biogen.

We recorded cost of sales of ~~$8.0~~$6.7 million for the three-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$25.2~~$9.4 million for the three-month period ended ~~September~~June 30, ~~2018.~~2019. Cost of sales for the three-month period ended ~~September~~June 30, ~~2019~~2020 consisted primarily of ~~$7.2~~$6.4 million in inventory costs related to recognized revenues and $0.2 million in royalty fees based on net product ~~shipments and $0.5 million for costs related to sales of the authorized generic version of Ampyra.~~shipments. Cost of sales for the three-month period ended ~~September~~June 30, ~~2018~~2019 consisted primarily of ~~$23.1~~$9.1 million in inventory costs related to recognized revenues ~~$1.7~~and $0.2 million in royalty fees based on net product ~~shipments and $0.2 million for costs related to sales of the authorized generic version of Ampyra.~~shipments. Cost of sales for inventory manufactured pre-launch for Inbrija was not recorded for the three-month period ended ~~September~~June 30, 2019, since the inventory manufactured prior to the FDA approval was expensed as research and development expense as incurred and was combined with other research and development expenses in 2018.

We recorded amortization of intangible asset related to Inbrija of $7.7 million for the three-month ~~period~~periods ended ~~September~~June 30, ~~2019 as compared to $0.2 million related to Ampyra for the three-month period ended September 30, 2018.~~2020 and 2019.

Research and development expenses for the three-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$16.1~~$5.3 million as compared to ~~$22.9~~$19.0 million for the three-month period ended ~~September~~June 30, ~~2018,~~2019, a decrease of approximately ~~$6.8~~$13.7 million, or ~~30%~~72.1%. The decrease was due primarily to reductions in Civitas spending of ~~$5.5~~$11.0 million due to the commercialization of Inbrija ~~and decreases~~ in ~~overall salaries and benefits and certain other~~the first quarter of 2019, decreased spending on supply chain expansion, reductions in Ardsley spending of $3.0 million due to a continuing shift away from development activities related to earlier stage programs ~~of $1.5 million,~~due to the Company’s focus on the Inbrija launch, partially offset by ~~other programs~~a reduction of ~~$0.2 million.~~$0.3 million in third party credits received related to program cancellations for Biotie that were recognized in the prior year.

Sales and marketing expenses for the three-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$27.5~~$20.2 million compared to ~~$22.7~~$28.8 million for the three-month period ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of approximately ~~$4.8~~$8.6 million, or ~~21.1%~~29.9%. The ~~increase~~decrease was ~~attributable~~ primarily due to ~~an increase~~a decrease in ~~marketing related~~Inbrija spending of ~~$7.4~~$3.6 million, ~~due to launch activities for Inbrija, partially offset by~~ a decrease in overall salaries and ~~benefits~~benefit costs of ~~$1.5~~$2.9 million, and a decrease in Ampyra marketing related spending of ~~$1.0 million for marketing related cost of Ampyra.~~$2.1 million.

General and administrative expenses for the three-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$21.2~~$18.5 million compared to ~~$20.9~~$21.4 million for the three-month period ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of approximately ~~$0.2~~$2.9 million, or ~~1.0%~~13.6%. The ~~increase~~decrease was primarily due to a decrease in overall salaries and benefit costs of $3.0 million and a decrease in Inbrija launch spending of $0.8 million, partially offset by an increase in ~~costs related to medical affairs~~legal spending of ~~$0.4 million and launch activities for Inbrija of $1.3 million. This was partially offset by a decrease in legal costs and certain other costs of $1.5~~$1.1 million.

A derivative liability was recorded in December 2019 as a result of the issuance of the 6.00% Convertible Senior Secured Notes due 2024. The derivative liability is measured at fair value on a quarterly basis and changes in the fair value are recorded in the consolidated statement of operations. We ~~recognized a goodwill impairment charge~~recorded income of ~~$277.6~~$8.9 million due to the change in the fair value of the derivative liability for the three-month period ended ~~September~~June 30, ~~2019.~~ During the third quarter of 2019, we experienced a significant decline in our stock price that reduced the market capitalization below the carrying value of the Company. We performed a quantitative assessment and after completing the assessment during the third quarter of 2019, we concluded that the carrying value of the Company exceeded its estimated fair value as of September 30, 2019 and therefore, the goodwill was fully impaired. 2020.~~We did not recognize any goodwill impairment charge in the three-month period ended September 30, 2018.~~

As a result of the original Civitas spin out of Alkermes, part of the consideration to Alkermes was a future royalty to be paid to Alkermes on ~~Civitas products.~~Inbrija. Acorda acquired this contingent consideration as part of the Civitas acquisition. The fair value of those future royalties is assessed quarterly. We recorded income pertaining to changes in the fair-value of acquired contingent consideration of ~~$50.9~~$6.2 million for the three-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~an expense of $22.7~~$12.8 million for the three-month period ended ~~September~~June 30, ~~2018.~~2019. The changes in the fair-value of the acquired contingent consideration were primarily due to updates to certain product revenue and expense forecast assumptions, partially offset by a reduction in the ~~re-calculation of discounted cash flows~~discount rate and a reduction in the forecast periods for the passage of time ~~and updates to certain other estimated assumptions.~~.

Other expense, net was ~~$4.2~~$7.3 million and $3.9 million for the three-month periods ended ~~September~~June 30, 2020 and 2019, ~~and 2018.~~respectively.

On March 27, 2020, the CARES Act was signed into law, which enacted several tax favorable, business-related provisions. The Company reviewed the enacted provisions to determine which provisions should be considered for the three-month period ended June 30, 2020. Under the new law, the CARES Act provides that NOLs arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, can be carried back to each of the five taxable years preceding the taxable year of such loss. The Company has considered the impact to the tax provision for the carryback of net operating losses to prior periods of taxable income incurred within the period allowed under the CARES Act. The result of carrying back these losses allowed the Company to realize certain deferred tax assets and a corresponding release of the valuation allowance of approximately $1.7 million. The Company has recorded a tax receivable of $12.4 million related to

the 2019 net operating loss carryback and $1.4 million for anticipated 2020 net operating loss carryback claim as of June 30, 2020.

For the three-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded a ~~provision of $0.02~~($0.6) million and ~~$38.0~~($0.2) million provision for income taxes, respectively. The effective income tax rates for the Company for the ~~three-month periods~~three-months ended ~~September~~June 30, 2020 and 2019 were (3.4%) and ~~2018 were 0% and 157.8%~~(0.8%), respectively.

The variance in the effective tax rates for the three-month period ended ~~September~~June 30, ~~2019~~2020 as compared to the three-month period ended ~~September~~June 30, ~~2018~~2019 was due primarily to ~~differences in pre-tax book income between the periods, goodwill impairment for which no tax benefit is recognized,~~ the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized ~~state taxes,~~ and ~~the reduction in the research and development tax credit.~~additional forfeitures of equity based awards.

~~Nine-Month~~The Company has ongoing state examinations in Massachusetts, New Jersey and Minnesota which cover a range of tax periods, 2015 - 2018. There have been no proposed adjustments at this stage of the examinations.

Six-Month Period Ended ~~September~~June 30, ~~2019~~2020 Compared to ~~September~~June 30, ~~2018~~2019

We recognize product sales of Ampyra following receipt of product by companies in our distribution network, which primarily includes specialty pharmacy providers. We recognized net revenue from the sale of Ampyra of ~~$122.4~~$46.2 million and ~~$390.9~~$84.3 million for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, a decrease of ~~$268.5~~$38.1 million, or ~~69%~~45.2%. The net revenue decrease ~~comprised~~is due primarily to decreased net volume of ~~$295.0~~$47.4 million partially offset by discount and allowance adjustments of ~~$26.5~~$9.3 million. Net revenue from sales of Ampyra decreased for the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019 due to the entry of generic versions of Ampyra as a result of the invalidation of certain of our Ampyra patents in 2017.

Discounts and allowances which are included as an offset in net revenue consist of allowances for customer credits, including estimated chargebacks, rebates, returns and discounts. Discounts and allowances are recorded following shipment of our products Inbrija and Ampyra to our customers. Adjustments are recorded for estimated chargebacks, rebates, and discounts. Discounts and allowances also consist of discounts provided to Medicare beneficiaries whose prescription drug costs cause them to be subject to the Medicare Part D coverage gap (i.e., the “donut hole”). Payment of coverage gap discounts is required under the

Affordable Care Act, the health care reform legislation enacted in 2010. Discounts and allowances may increase as a percentage of sales as we enter into managed care contracts in the future.

We recognized net revenue from the sale of other products of ~~$1.8~~$0.2 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$2.5~~$0.0 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018.~~2019.

We recognized ~~$8.6~~$6.3 million and ~~$8.9~~$5.7 million in royalty revenue for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively related to ex-U.S. sales of Fampyra by Biogen.

We recorded cost of sales of ~~$26.2~~$10.5 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$76.2~~$18.2 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018.~~2019. Cost of sales for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 consisted primarily of ~~$24.9~~$9.8 million in inventory costs related to recognized revenues ~~$0.7~~and $0.5 million in royalty fees based on net product ~~shipments and $0.5 million for costs related to sales of the authorized generic version of Ampyra.~~shipments. Cost of sales for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018~~2019 consisted primarily of ~~$68.2~~$17.6 million in inventory costs related to recognized revenues ~~$7.5~~and $0.5 million in royalty fees based on net product ~~shipments and $0.2 million for costs related to sales of the authorized generic version of Ampyra.~~shipments. Cost of sales for inventory manufactured pre-launch for Inbrija was not recorded for the ~~nine-month~~six-month period ended ~~September~~June 30, 2019, since the inventory manufactured prior to the FDA approval was expensed as research and development expense as incurred and was combined with other research and development expenses in 2018.

We recorded amortization of intangible asset related to Inbrija of ~~$17.9~~$15.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$1.7~~$10.3 million related to Ampyra for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018.~~2019.

Research and development expenses for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$51.1~~$13.0 million as compared to ~~$79.3~~$35.0 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018,~~2019, a decrease of approximately ~~$28.2~~$22.0 million, or ~~35.6%~~62.9%. The decrease was due primarily to reductions in Civitas spending of ~~$9.4 million due to the termination of the tozadenant development program, reductions in spending of $12.0~~$16.6 million due to the commercialization of Inbrija ~~and decreases~~ in ~~overall salaries and benefits and certain other~~the first quarter of 2019, decreased spending on supply chain expansion, reductions in Ardsley spending of $5.8 million due to a continuing shift away from development activities related to earlier stage programs due to the Company’s focus on the Inbrija launch, partially offset by a reduction of ~~$6.8 million.~~$0.4 million in third party credits received related to program cancellations for Biotie that were recognized in the prior year.

Sales and marketing expenses for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$86.3~~$43.3 million compared to ~~$68.7~~$58.8 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of approximately ~~$17.6~~$15.5 million, or ~~25.6%~~26.4%. The ~~increase~~decrease was attributable primarily to ~~an increase in marketing related spending of $22.9 million due to launch activities for Inbrija, partially offset by~~ a decrease in overall salaries and benefits of ~~$2.3~~$7.5 million, ~~and~~ a decrease in spending related to marketing for Ampyra of ~~$3.0~~$5.5 million, and a decrease in Inbrija spending of $2.6 million.

General and administrative expenses for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 were ~~$65.3~~$36.5 million compared to ~~$66.7~~$44.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018,~~2019, a decrease of approximately ~~$1.4~~$7.6 million, or ~~2.0%~~17.2%. The decrease was primarily due to a reduction in salaries and benefits related costs of ~~$2.1~~$5.8 million, ~~business development costs of $1.8 million and legal costs and certain other costs of $2.6 million, partially offset by an increase in~~decreased spending related ofto launch activities of ~~$2.8~~$1.2 million, and ~~costs related to medical affairs~~a decrease in other departmental spending of ~~$2.2~~$0.6 million.

~~We recognized~~A derivative liability was recorded in December 2019 as a ~~goodwill impairment charge~~result of ~~$277.6 million~~the issuance of the 6.00% Convertible Senior Secured Notes due 2024. The derivative liability is measured at fair value on a quarterly basis and changes in the ~~nine-month period ended September 30, 2019.~~ ~~During~~fair value are recorded in the ~~third quarter~~consolidated statement of ~~2019, we experienced a significant decline~~operations. We recorded income of $35.5 million due to the change in ~~our stock price that reduced~~ the ~~market capitalization below the carrying~~fair value of the ~~Company. We performed a quantitative assessment and after completing~~derivative liability for the assessment during the third quarter of 2019, we concluded that the carrying value of the Company exceeded its estimated fair value as of September 30, 2019 and therefore, the goodwill was fully impaired. ~~We did not recognize any goodwill impairment charge in the nine-month~~six-month period ended ~~September~~June 30, ~~2018.~~2020.

As a result of the original Civitas spin out of Alkermes, part of the consideration to Alkermes was a future royalty to be paid to Alkermes on ~~Civitas products.~~Inbrija. Acorda acquired this contingent consideration as part of the Civitas acquisition. The fair value of ~~those~~that future ~~royalties~~royalty is assessed quarterly. We recorded an income pertaining to changes in the fair-value of acquired contingent consideration of ~~$56.3~~$9.8 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~an expense of $21.9~~$5.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018.~~2019. The changes in the fair-value of the acquired contingent consideration were primarily due to updates to certain product revenue and expense forecast assumptions, partially offset by a reduction in the ~~re-calculation of discounted cash flows~~discount rate and a reduction in the forecast periods for the passage of time ~~and updates to certain other estimated assumptions.~~.

Other expense, net was ~~$13.0~~$14.6 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$13.9~~$8.8 million for the ~~three month~~six-month period ended ~~September~~June 30, ~~2018. This~~2019. The change was due primarily to an increase in amortization of debt discount expense of $3.2 million and a reduction in interest income of ~~$0.8~~$2.5 million.

For the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded a ~~$0.5~~benefit of $6.4 million ~~benefit~~ and a ~~$49.8~~benefit of $0.5 million ~~provision~~ for income taxes, respectively. The effective income tax rates for the Company for the ~~nine-month~~six-month periods ended ~~September~~June 30, 2020 and 2019 were 21.2% and ~~2018 were 0.14% and 67.4%~~0.7%, respectively. The variance in the effective tax rates for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 as compared to the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2018~~2019 was due primarily to ~~differences in pre-tax book income between the periods, goodwill impairment for which no tax benefit is recognized,~~ the valuation allowance recorded on deferred tax assets for which no tax benefit can be recognized, ~~state taxes,~~forfeitures of equity based awards and the ~~reduction in~~benefit recorded on the ~~research and development tax credit.~~net operating loss carryback under the CARES act recorded at 21% to recover taxes paid at the previous statutory rate of 35%.

The Company has ongoing state examinations in Massachusetts, New Jersey and Minnesota which cover a range of tax periods, 2015 - 2018. There have been no proposed adjustments at this stage of the examination.

Since our inception, we have financed our operations primarily ~~through~~from: private placements and public offerings of our ~~common stock~~capital stock; borrowing money through loans and ~~preferred stock,~~the issuance of debt instruments; payments received under our collaboration and licensing ~~agreements,~~agreements; revenue from sales of Ampyra, Fampyra, and Inbrija, as well as our former products, Zanaflex and ~~Qutenza,~~Qutenza; royalty monetizations and our revenue interest financing arrangement; and, to a lesser extent, funding from ~~loans,~~ government ~~and non-government grants and other financing arrangements. We expect sales of Inbrija to become a source of financing for our operations.~~grants.

At ~~September~~June 30, ~~2019,~~2020, we had ~~$253.2~~$66.0 million of cash, cash equivalents and short-term investments, compared to ~~$445.6~~$125.8 million at December 31, ~~2018. We expect that our existing~~2019. Our June 30, 2020 cash, cash equivalents and short-term investments balance does not include restricted cash, ~~flows from operations will be sufficient to fund our ongoing operations over~~currently held in escrow under the ~~next 12 months from the financial statement filing date. As discussed in greater detail below, the principal~~terms of our ~~Convertible Senior Notes~~convertible senior secured notes due ~~2021 becomes due and payable in June 2021. We intend to opportunistically repurchase or refinance such indebtedness prior to maturity,~~2024, further described below under Financing Arrangements, which may ~~include issuance of new debt or equity, privately negotiated exchange transactions and/or open-market repurchases.~~potentially be released from escrow if we pay interest on those notes using

shares of our common stock. In addition, we have incurred net losses of $23.9 million and $273.0 million for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively.

Based on our cash, cash equivalents and short-term investments at June 30, 2020, our recent net losses, and our obligations that are due within the next 12 months, including $69.0 million aggregate principal amount of ~~revenue generated from sales of Inbrija~~our 2021 Notes that mature on June 15, 2021, our management has concluded that there is substantial doubt regarding our ability to meet our obligations within one year after the date the consolidated financial statements in this report are issued and, Ampyra, the continued progress of our research and development activities, the amount and timing of milestone or other payments payable under collaboration, license and acquisition agreements, the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, and capital required or used for future acquisitions ortherefore, to ~~in-license new products and compounds including the development costs relating to those products or compounds. To the extent our capital resources are insufficient~~continue as a going concern.

Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as going concern. These unaudited condensed consolidated financial statements and accompanying notes have been prepared on ~~favorable terms,~~the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or ~~at all.~~the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

number of institutional holders of the 2021 Notes pursuant to Exchange Agreements dated as of December 20, 2019 (each, an “Exchange Agreement”).

Notwithstanding the foregoing, the Company’s ability to settle conversions and make interest payments using shares of its common stock is subject to certain limitations set forth in the Indenture until the time, if any, that the Company’s stockholders have approved (i) the issuance of more than 19.99% of the Company’s outstanding shares in accordance with Nasdaq listing standards (the “Nasdaq Rule”) and (ii) an amendment to the Company’s certificate of incorporation to increase the number of authorized shares (the “Authorized Share Increase”). The Company’s stockholders approved the issuance of shares under the Nasdaq Rule its 2020 Annual Meeting of Stockholders held in June 2020. The Company is seeking approval of the Authorized Share Increase at a Special Meeting of Stockholders, which was originally convened on July 31, 2020 and has been adjourned until August 28, 2020, to allow the Company additional time to solicit votes in favor of the increase.

Subject to a number of exceptions and qualifications, the Indenture restricts the ability of the Company and certain of its subsidiaries to, among other things, (i) pay dividends or make other payments or distributions on their capital stock, or purchase, redeem, defease or otherwise acquire or retire for value any capital stock, (ii) make certain investments, (iii) incur indebtedness or issue preferred stock, other than certain forms of permitted debt, which includes, among other items, indebtedness incurred to refinance the 2021 Notes, (iv) create liens on their assets, (v) sell their assets, (vi) enter into certain transactions with affiliates or (vii) merge, consolidate or sell of all or substantially all of their assets. The Indenture also requires the Company to make an offer to repurchase the 2024 Notes upon the occurrence of certain asset sales.

failure continues for five business days, (iv) not issuing certain notices required by the Indenture within a timely manner, (v) failure to comply with the other covenants or agreements in the Indenture for 60 days following the receipt of a notice of non-compliance, (vi) a default or other failure by the Company to make required payments under other indebtedness of the Company or certain subsidiaries having an outstanding principal amount of $30.0 million or more, (vii) failure by the Company or certain subsidiaries to pay final judgments aggregating in excess of $30.0 million, (viii) certain events of bankruptcy or insolvency and (ix) the commercial launch in the United States of a product determined by the U.S. FDA to be bioequivalent to Inbrija. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding 2024 Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Notes may declare all the notes to be due and payable immediately.

The Company assessed all terms and features of the 2024 Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the 2024 Notes, including the conversion, put and call features. Per the terms of the Indenture, the Company’s ability to settle conversions and make interest payments using shares of its common stock is limited until such time as the Company’s stockholders have approved a waiver of a share limit imposed under Nasdaq rules and a necessary increase in the number of authorized shares of common stock. The Company has until July 31, 2020 to obtain the necessary stockholder approvals and, prior to the earlier of July 31, 2020 and the date such approvals are received, the Company is entitled to settle conversions and make interest whole payments using shares of common stock, and is not required to make cash payments with respect to shares of common stock that are not delivered due to the applicable share limits. In consideration of these provisions, the Company concluded the conversion feature required bifurcation as a derivative. The fair value of the conversion feature derivative was determined based on the difference between the fair value of the 2024 Notes with the conversion option and the fair value of the 2024 Notes without the conversion option using a binomial model. The Company determined that the fair value of the derivative upon issuance of the 2024 Notes was $59.4 million and recorded this amount as a derivative liability and the offsetting amount as a debt discount as a reduction to the carrying value of the Notes on the closing date, or December 24, 2019. The conversion feature is measured at fair value on a quarterly basis and changes in the fair value of the conversion feature for the period will be recognized in the consolidated statements of operations. The Company performed a valuation of the derivative liability for the period ended June 30, 2020 and determined that the fair value of the derivative liability was $24.0 million representing a change of $35.5 million that is recognized in the consolidated statement of operations for the six-month period ended June 30, 2020.

The outstanding 2024 Note balance as of June 30, 2020 consisted of the following:

In June 2014, the Company entered into an underwriting agreement (the ~~Underwriting Agreement)~~“Underwriting Agreement”) with J.P. Morgan Securities LLC (the ~~Underwriter)~~“Underwriter”) relating to the issuance by the Company of $345 million aggregate principal amount of 1.75% Convertible Senior Notes due 2021 (the ~~Notes)~~“2021 Notes”) in an underwritten public offering pursuant to the Company’s Registration Statement on Form S-3 (the ~~Registration Statement)~~“Registration Statement”) and a related preliminary and final prospectus supplement, filed with the ~~Securities and Exchange Commission~~SEC (the ~~Offering)~~“Offering”). The principal amount of the 2021 Notes included $45 million aggregate principal amount of an underwriter option, which was exercised in full. The net proceeds from the offering, after deducting the Underwriter’s discount and the offering expenses paid by the Company, were approximately $337.5 million. On December 24, 2019, the Company completed the private exchange of $276.0 million aggregate principal amount of its outstanding 2021 Notes for a combination of newly-issued 6.00% Convertible Senior Secured Notes due 2024 (the “2024 Notes”) and cash. The 2021 Notes received by the Company in the exchange have been cancelled in accordance with their terms. As a result, upon completion of the exchange, $69.0 million of the 2021 Notes remained outstanding.

The 2021 Notes are governed by the terms of an indenture, dated as of June 23, 2014 (the ~~Base Indenture)~~“Base Indenture”) and the first supplemental indenture, dated as of June 23, 2014 (the ~~Supplemental~~“Supplemental Indenture,” and together with the Base Indenture, the ~~Indenture)~~“Indenture”), each between the Company and Wilmington Trust, National Association, as trustee (the ~~Trustee)~~“Trustee”). The 2021 Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on an initial conversion rate, subject to adjustment, of 23.4968 shares per $1,000 principal amount of 2021 Notes ~~(which represents~~(representing an initial conversion price of approximately $42.56 per share), only in the following circumstances and to the following extent: (1) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2021 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (2) during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (3) if the Company calls any or all of the 2021 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; (4) upon the occurrence of specified events described in the Indenture; and (5) at any time on or after December 15, 2020 through the second scheduled trading day immediately preceding the maturity date. ~~As of September 30, 2019, the Notes did not meet the criteria to be convertible.~~

The Company may redeem for cash all or part of the 2021 Notes, at the Company’s option, after June 20, 2017 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within five trading days prior to the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company will pay 1.75% interest per annum on the principal amount of the 2021 Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year.

The Indenture contains customary terms and covenants and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2021 Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2021 Notes to be due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest, if any, on all of the 2021 Notes will become due and payable automatically. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest on the 2021 Notes.

The 2021 Notes will be senior unsecured obligations and will rank equally with all of the Company’s existing and future senior debt and senior to any of the Company’s subordinated debt. The 2021 Notes will be structurally subordinated to all existing or future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries and will be effectively subordinated to the Company’s existing or future secured indebtedness to the extent of the value of the collateral. The Indenture does not limit the amount of debt that the Company or its subsidiaries may incur.

In accounting for the issuance of the 2021 Notes, the Company separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2021 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt

discount, is amortized to interest expense over the seven-year term of the 2021 Notes using the effective interest method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification.

Our outstanding ~~note~~2021 Note balances as of ~~September~~June 30, ~~2019~~2020 consisted of the following:

(In thousands)	September 30, 2019			June 30, 2020
Liability component:
Principal	$	345,000		$	69,000
Less: debt discount and debt issuance costs, net		(18,619	)		(2,126	)
Net carrying amount	$	326,381		$	66,874
Equity component	$	61,195		$	22,791

Non-convertible capital loans were granted by Business Finland (formerly Tekes), with an adjusted acquisition-date fair value of $20.5 million (€18.2 million) and a carrying value of ~~$24.0~~$25.5 million as of ~~September~~June 30, ~~2019.~~2020. The loans are composed of fourteen non-convertible loans. The loans bear interest based on the greater of 3% or the base rate set by Finland’s Ministry of Finance minus one (1) percentage point. The maturity dates for these loans range from eight to ten years from the date of issuance, however, according to certain terms and conditions of the loans, the Company may repay the principal and accrued and unpaid interest of the loans only when the consolidated retained earnings of Biotie is sufficient to fully repay the loans.

Research and Development Loans (“R&D Loans”) were granted by Business Finland with an acquisition-date fair value of $2.9 million (€2.6 million) and a carrying value of ~~$1.2~~$0.6 million as of ~~September~~June 30, ~~2019.~~2020. The R&D Loans bear interest based on the greater of 1% or the base rate set by Finland’s Ministry of Finance minus three (3) percentage points. The repayment of these loans began in January 2017. The loan principal will be paid in equal annual installments over a 5 year period, ending January 2021.

At ~~September~~June 30, ~~2019,~~2020, cash, cash equivalents and short-term ~~investment~~investments were approximately ~~$253.2~~$66.0 million, as compared to ~~$445.6~~$125.8 million at December 31, ~~2018.~~2019. Our cash equivalents consist of highly liquid investments with original maturities of three months or less at date of purchase and consist of investments in a Treasury money market fund. Our short term investments consist of high-grade corporate debt securities, commercial paper and U.S. government securities with original maturities of twelve months or less at date of purchase. Also, we maintain cash balances with financial institutions in excess of insured limits. We do not anticipate any losses with respect to such cash balances. Our June 30, 2020 cash, cash equivalents and short-term investments balance does not include restricted cash, currently held in escrow under the terms of our convertible senior secured notes due 2024, further described above under Financing Arrangements, which may potentially be released from escrow if we pay interest on those notes using shares of our common stock.

Net cash used in operations was ~~$116.7~~$59.5 million for the ~~nine-month~~six-month period ending ~~September~~June 30, ~~2019.~~2020. Cash used by operations for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 was primarily due to net loss of ~~$338.6 million, non-cash royalty revenue of $7.6 million, deferred tax benefit of $3.7~~$23.9 million, a change in ~~contingent consideration~~the derivative liability of ~~$56.3~~$35.5 million, ~~amortization~~an increase in prepaid expenses and other assets of ~~net premiums and discounts on investments of $1.3~~$16.2 million, ~~and~~ a decrease in accounts payable, ~~and~~ accrued expenses and other current liabilities of ~~$56.1~~$13.0 million, a change in acquired contingent consideration liability of $9.8 million and non-cash royalty revenue of $5.5 million. This was partially offset by ~~a goodwill impairment charge~~depreciation and amortization of ~~$277.6~~$20.7 million, a decrease in accounts receivable of ~~$5.9 million, stock compensation expense of $11.5 million, depreciation and amortization of $24.7~~$7.3 million, a ~~decrease in inventory~~deferred tax provision of ~~$1.6~~$7.4 million, amortization of debt discount and debt issuance costs of ~~$12.2~~$8.1 million, and ~~a decrease in other prepaid expenses and other current assets~~share based compensation expense of ~~$13.7 million~~$4.0 million.

Net cash ~~used in~~provided by investing activities for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 was ~~$56.5~~$34.2 million, which was due primarily to proceeds from maturity of investments of $38.4 million, partially offset by purchases of ~~short-term investments and~~ property and equipment of ~~$171.4 million and $76.4 million, respectively. This was partially offset by proceeds from maturities of investments of $191.3~~$4.2 million.

Net cash used in financing activities for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019~~2020 was ~~$0.7~~$1.6 million, which was primarily due to the repayment of loans payable of $0.6 million and ~~purchases~~debt issuance costs of ~~treasury stock of $0.1~~$1.0 million.

A summary of our minimum contractual obligations related to our material outstanding contractual commitments is included in Note 14 of our Annual report on Form 10-K for the year ended December 31, ~~2018.~~2019. Our long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business.

Under certain agreements, we are required to pay royalties or license fees and milestones for the use of technologies and products in our R&D activities and in the commercialization of products. The amount and timing of any of the foregoing payments are not known due to the uncertainty surrounding the successful research, development and commercialization of the products. During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2019,~~2020, commitments related to the purchase of inventory decreased as compared to December 31, ~~2018.~~2019. As of ~~September~~June 30, ~~2019,~~2020, we have inventory-related purchase commitments totaling approximately ~~$2.0~~$2.4 million.

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, ~~2018. As of September 30, 2019, with~~2019. Effective January 1, 2020, the ~~exception of~~Company adopted ASU 2016-13, “Financial Instruments – Credit Losses” (Topic 326), ASU 2018-13, “Fair Value Measurement (Topic 820), ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”, and, ASU 2018-18, “Collaborative Arrangements” (Topic 808). Other than the adoption of ASU 2016-02, “Leases” (Topic 842), ASU 2018-05, “Income Taxes” (Topic 740), ASU 2018-09, “Codification Improvements”, ASU 2017-04, “Intangibles – Goodwill and Other” (Topic 350) and ASU 2018-02, “Income Statement—Reporting Comprehensive Income” (Topic 220),the new accounting guidance, our ~~critical~~significant accounting policies have not changed materially from December 31, ~~2018.~~

During the second quarter of 2019, we experienced a significant decline in our stock price that reduced the market capitalization below the carrying value of the Company. This circumstance required the Company to perform a quantitative assessment to assess the value of the goodwill for impairment. The Company performed an assessment of the goodwill and concluded that there was no impairment. During the third quarter of 2019, we experienced a further significant decline in our stock price that reduced the market capitalization further below the carrying value of the Company. The Company performed a quantitative assessment of the goodwill and concluded that there was an impairment to the goodwill. The Company utilized the income approach in the goodwill assessment process. The determination of the fair value of the reporting unit requires us to make significant estimates and assumptions. This valuation approach considers a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, and discount rates and require us to make certain assumptions and estimates. When performing our income approach, we incorporate the use of projected financial information and a discount rate that are developed based on certain assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company then corroborates the reasonableness of the total fair value of the reporting unit by reconciling the aggregate fair value of the reporting unit to the Company’s total market capitalization adjusted to include an estimated control premium. The estimated control premium is derived from reviewing observable transactions involving the purchase of controlling interests in comparable companies. The market capitalization is calculated using the relevant shares outstanding and the closing stock price at the test date. After completing our impairment assessment during the third quarter of 2019, we concluded that the carrying value of the Company exceeded its estimated fair value as of September 30, 2019 and therefore, the goodwill was fully impaired. The Company recorded an impairment charge of $277.6 million for the three and nine month periods ended September 30, 2019 in the statement of operations.

~~The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful lives of its long-lived assets~~, including identifiable intangible assets subject to amortization and property plant and equipment, may warrant revision or that the carrying value of the assets may be impaired. Factors the Company considers important that could trigger an impairment review include significant changes in the use of any assets, changes in historical trends in operating performance, changes in projected operating performance, stock price, loss of a major customer and significant negative economic trends. The decline in the trading price of the Company's common stock during the quarter ended September 30, 2019 and related decrease in the Company's market capitalization was determined to be a triggering event in connection with the Company's review of the recoverability of its long-lived assets for the three-month period ended September 30, 2019. The Company performed a recoverability test during the third quarter of fiscal 2019 using the undiscounted cash flows, which are the sum of the future undiscounted cash flows expected to be derived from the direct use of the long-lived assets to the carrying value of the long-lived assets. Estimates of future cash flows were based on the Company’s own assumptions about its own use of the long-lived assets. The cash flow estimation period was based on the long-lived assets’ estimated remaining useful life to the Company. After performing the recoverability test, the Company determined that the undiscounted cash flows exceeded the carrying value and the long-lived assets were not impaired. Changes in these assumptions and resulting valuations or further declines in our stock price could result in future long-lived asset impairment charges. Management will continue to monitor any changes in circumstances for indicators of impairment. ~~Any write‑downs are treated as permanent reductions in the carrying amount of the assets.~~

Our financial instruments consist of cash equivalents, short-term investments, accounts receivable, convertible notes payable, senior notes, ~~non-convertible capital loans, research and development loans~~liability related to the sale of future royalties, and accounts payable. The estimated fair values of all of our financial

instruments approximate their carrying values at ~~September~~June 30, ~~2019,~~2020, except for the fair value of the Company’s convertible senior notes due 2021, which was approximately ~~$264.3~~$56.9 million as of ~~September~~June 30, ~~2019.~~2020, and the Company’s convertible senior secured notes due 2024, which was approximately $104.0 million as of June 30, 2020.

We have cash equivalents and short-term investments at ~~September~~June 30, ~~2019,~~2020, which are exposed to the impact of interest rate changes and our interest income fluctuates as our interest rates change. Due to the nature of our investments in money market funds, high-grade corporate bonds, and commercial paper, ~~and U.S. government securities,~~ the carrying value of our cash equivalents and short-term investments approximate their fair value at ~~September~~June 30, ~~2019.~~2020. At ~~September~~June 30, ~~2019,~~2020, we held ~~$253.2~~$66.0 million in cash, cash equivalents and short-term investments which had an average interest rate of approximately ~~2.4%~~2.0%. This amount excludes the restricted cash held in escrow related to the 6% semi-annual interest payments due on the convertible senior secured notes due 2024.

We maintain an investment portfolio in accordance with our investment policy. The primary ~~objective~~objectives of our investment policy isare to preserve principal, maintain proper liquidity and to meet operating needs. Although our investments are subject to credit risk, our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment. Our investments are also subject to interest rate risk and will decrease in value if market interest rates increase. However, ~~interest rate risk is mitigated~~ due to the conservative nature of our investments and relatively short duration, ~~of our investments.~~interest rate risk is mitigated. We do not own derivative financial instruments. Accordingly, we do not believe there is any material market risk exposure with respect to derivative or other financial instruments.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act) we carried out an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the ~~third~~second quarter of ~~2019,~~2020, the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief, Business Operations and Principal Accounting Officer. Based on that evaluation, these officers have concluded that, as of ~~September~~June 30, ~~2019,~~2020, our disclosure controls and procedures were effective to achieve their stated purpose.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations, and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief, Business Operations and Principal Accounting Officer, as appropriate, to allow timely decisions regarding disclosure.

In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and Chief, Business Operations and Principal Accounting Officer, concluded that there were no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2019,~~2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Beginning January 1, 2019, we implemented ASC 842 -~~ ~~Leases~~. As a result of our implementation of ASC 842, in the first quarter of 2019 we enhanced our control documentation related to lease accounting. The enhancements included documentation enhancements to support ongoing monitoring activities in order to provide reasonable assurance regarding the fair presentation of our consolidated financial statements and related disclosures.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

~~We have been engaged~~From time to time, we may be involved in litigation ~~with certain generic drug manufacturers~~or other legal proceedings relating to ~~our five initial Orange Book-listed Ampyra patents. We filed lawsuits against these generic drug manufacturers~~claims arising out of operations in ~~response to their submitting Abbreviated New Drug Applications, or ANDAs, to~~ the FDA seeking marketing approval for generic versions of Ampyra (dalfampridine) Extended Release Tablets, 10mg. As previously reported, we settled with some, but not all, of these companies. In March 2017, the U.S. District Court for the District of Delaware (the “District Court”) rendered a decision from a bench trial held in September 2016. The District Court upheld our Ampyra Orange Book-listed patent that expired in July 2018, but invalidated the four other Orange Book-listed patents pertaining to Ampyra that were the subject of the litigation that were set to expire between 2025 and 2027. We appealed the decision on the four invalidated patents to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”), which issued a ruling on September 10, 2018 upholding the District Court’s decision (the “Appellate Decision”)~~. In January 2019, the Federal Circuit denied our petition for rehearing~~ ~~en banc.~~ ~~On October 7, 2019, the U.S. Supreme Court denied our petition for certiorari requesting review of the case.~~

~~Item 1 of Part II~~normal course of our ~~Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019,~~business. The outcome of litigation and ~~June 30, 2019, include prior updates to the~~other legal proceedings ~~described above.~~is unpredictable, and regardless of outcome, they can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

In addition to the other information set forth 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, ~~2018,~~2019, as updated in our Quarterly Reports subsequently filed during the current fiscal year, including this report, all of which could materially affect our business, financial condition or future results. These risks are not the only risks facing our Company. 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.

Following is the restated text of certain risk factors, as well as additional risk factors, to report changes since our publication of risk factors in our 2019 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for first quarter of 2020.

We have a history of operating losses and may not be able to achieve or sustain profitability in the future; we are substantially dependent on our ability to successfully market and sell Inbrija (levodopa inhalation powder), which became commercially available in the U.S. in the first quarter of 2019.

As of June 30, 2020, we had an accumulated deficit of approximately $690.7 million. We had a net loss of $23.9 million for the six months ended June 30, 2020 and $273.0 million for the year ended December 31, 2019. Since 2010, we have been highly dependent on, and have derived substantially all of our revenue from, sales of Ampyra in the U.S. However, in 2017, a U. S. District Court upheld our Ampyra Orange Book-listed patent that expired on July 30, 2018, but invalidated other Ampyra patents that were set to expire between 2025 and 2027. In September 2018, a U.S. Court of Appeals upheld this decision, and in October 2019, the U.S. Supreme Court denied our petition for certiorari requesting review of the case. As a result, our patent exclusivity with respect to Ampyra terminated on July 30, 2018, and we have experienced a significant decline in Ampyra sales due to competition from generic versions of Ampyra that have been marketed since the Court of Appeals decision. Additional manufacturers may market generic versions of Ampyra, and we expect our Ampyra sales will continue to decline over time.

Our prospects for achieving and sustaining profitability in the future will depend primarily on how successful we are in commercializing Inbrija, particularly in the U.S. and to a lesser extent in the EU or other countries outside of the U.S. If we are not successful in executing our business plan, we may not achieve or sustain profitability and even if we do so, we may not meet sales expectations. Also, even if we are successful in executing our business plan, our ability to achieve and sustain profitability in the future will also depend on our ability to manage our operating costs, and profitability may fluctuate from period to period due to our level of investments in sales and marketing, research and development, and product and product candidate acquisitions.

Our ability to continue as a going concern is dependent on a significant amount of cash required to operate our business and service our debt, as well as our ability to obtain additional funding in the future; we may not have sufficient cash flow from our business to continue to sufficiently fund our operations and pay our substantial debt, including the remainder of our convertible senior notes that mature in June 2021.

We will need to expend substantial resources forcommercialization of our marketed products, including costs associated with the commercialization of Inbrija. In addition, our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including our convertible senior secured notes due 2024 and the remaining portion of our convertible senior notes that matures in June 2021, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to support our operations and service our debt and make necessary capital

expenditures. Also, our research and development programs will not generate any revenues for the foreseeable future, if ever, because they are all in early stages, pharmaceutical development is subject to numerous risks including those described elsewhere in these risk factors, and generally we have discontinued funding our research and development pending additional progress with the Inbrija commercial launch in the U.S. As a result of these conditions, we have concluded that there is substantial doubt about our ability to meet our obligations within one year after the date the consolidated financial statements in this report are issued and, therefore, to continue as a going concern.

Our ability to meet our future operating requirements, repay our liabilities, meet our other obligations, and continue as a going concern are dependent upon a number of factors, including our ability to generate cash from product sales, reduce planned expenditures, and obtain additional financing. If we are unable to generate sufficient cash flow from the sale of our products, we will be required to adopt one or more alternatives, subject to the restrictions contained in the indenture governing our convertible senior secured notes due 2024, such as further reducing expenses, selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous and which are likely to be highly dilutive. Also, our ability to raise additional capital and repay or restructure our indebtedness will depend on the capital markets and our financial condition at such time, among other factors. Also, until such time as we receive stockholder approval to increase the number of authorized shares of common stock, we do not have shares of common stock available to raise capital or restructure debt. We are seeking stockholder approval for such an increase at a Special Meeting of Stockholders, which was originally convened on July 31, 2020 and has been adjourned until August 28, 2020, to allow us additional time to solicit votes in favor of the increase. In addition, financing may not be available when needed, at all, on terms acceptable to us or in accordance with the restrictions described above. Furthermore, a determination that there is substantial doubt about a company’s ability to continue as a going concern is generally viewed unfavorably by current and prospective investors, as well as by analysts and creditors. As a result of these factors, we may not be able to engage in any of the alternative activities, or engage in such activities on desirable terms, which could harm our business, financial condition and results of operations, as well as result in a default on our debt obligations. If we are unable to take these actions, we may be forced to significantly alter our business strategy, substantially curtail our current operations, or cease operations altogether.

We may not have the ability to raise the funds necessary to settle conversions of our convertible senior secured notes due 2024, the remaining portion of our convertible senior notes due 2021, or to repurchase notes upon a fundamental change.

Holders of both our convertible senior secured notes due 2024 and the remaining portion of our convertible senior notes due 2021 have the right to require us to repurchase their notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. Our ability to settle conversions and make interest payments (including make-whole interest payments on the 2024 notes) using shares of our common stock is subject to limitations until the time, if any, that our stockholders have approved an amendment to our certificate of incorporation to increase the number of authorized shares. We are seeking stockholder approval of this matter at a Special Meeting of Stockholders. The Special Meeting was originally convened on July 31, 2020, and has been adjourned until August 28, 2020, to allow us additional time to solicit votes in favor of the amendment to increase the number of our authorized shares. Until we are able to obtain stockholder approval of this amendment to our certificate of incorporation, we will be required to make cash payments to settle conversions and make interest payments (including make-whole interest payments). This use of cash may have a material adverse effect on our liquidity and further jeopardize our ability to continue as a going concern. Furthermore, we may not have enough available cash or be able to obtain financing at the time we are required to make cash payments with respect to either series of notes. In addition, our ability to repurchase the notes or to pay cash upon conversion of the notes may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase notes at a time when the repurchase is required by the applicable indenture pursuant to which the notes were issued or to make cash payments to settle conversions or make interest payments (including make-whole interest payments on the 2024 notes) as required by the applicable indenture, would constitute a default under the applicable indenture.

We received a notice from Nasdaq that we are not in compliance with Nasdaq’s minimum bid price listing rule.

On July 23, 2020, we received a deficiency letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”). The Notice has no immediate effect on the listing of our common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180-day period, unless the Staff exercises its discretion to extend

this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). Our compliance period will expire on January 19, 2021. In the event that we do not regain compliance within the 180-day period and we receive notice from the Staff that our common stock is being delisted, Nasdaq rules permit us to appeal any such delisting determination by the Staff to a Hearings Panel (the “Panel”). We expect that our stock would remain listed pending the Panel’s decision. However, there can be no assurance that if we appeal the delisting determination to the Panel, such appeal would be successful, or that we will be able to regain compliance with the Minimum Bid Requirement or maintain compliance with the other Nasdaq listing requirements.

A delisting of our common stock from the Nasdaq Global Market would materially and adversely affect a holder’s ability to dispose of, or to obtain accurate quotations as to the market value of, our common stock. Furthermore, our common stock could become subject to the SEC’s “penny stock” regulations. Under such regulations, broker-dealers are required to, among other things, comply with disclosure and special suitability determinations prior to the sale of shares of common stock. If our common stock becomes subject to these regulations, the market price of our common stock and the liquidity thereof would be materially and adversely affected.

In addition, if our common stock is no longer listed on the Nasdaq Global Market, even if they could be listed on another Nasdaq market, this occurrence would give holders of our outstanding convertible notes the right to require us to repurchase those notes for 100% of the principal amount thereof, plus any accrued and unpaid interest, and result in an increase in the conversion rates of such notes.

Lastly, a delisting from the Nasdaq Global Market could greatly impair our ability to raise additional necessary capital through equity or debt financing, or use shares of common stock for business development or other corporate purposes.

We cannot predict the effect that a reverse stock split, if implemented, would have on the market price for shares of our common stock.

At a special meeting of stockholders convened on July 31, 2020, our stockholders approved a proposal that authorizes our Board of Directors to effect a reverse stock split at a ratio of any whole number up to 1-for-20, which, if implemented, would result in a proportionate reduction in the number of shares of our common stock that are outstanding and that are authorized for issuance. The purpose of this proposal is to provide our Board of Directors with authority to effect a reverse stock split if needed to maintain our listing on the Nasdaq Global Market. A reverse stock split, if implemented, would apply equally to all outstanding shares of our common stock. Accordingly, each shareholder would hold the same percentage of common stock outstanding immediately following a reverse stock split as that shareholder held immediately prior to a reverse stock split, except for adjustments that may result from the treatment of fractional shares. Our Board of Directors believes that a reverse stock split is a potentially effective means to increase the per share market price level of our common stock and thus enable us to maintain, or if applicable, regain compliance with the Minimum Bid Requirement. However, there are a number of risks and potential disadvantages associated with a reverse stock split.

We cannot predict the effect of a reverse stock split upon the market price for shares of our common stock, and the history of similar reverse stock splits for companies in like circumstances has varied. Some investors may have a negative view of a reverse stock split. Recently, the market price of our common stock has declined substantially, and the equity markets have experienced and continue to experience substantial volatility due to, among other factors, the COVID-19 global pandemic. Even if a reverse stock split has a positive effect on the market price for shares of our common stock, performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse factors which may not be in our control could lead to a decrease in the price of our common stock following a reverse stock split.

Even if a reverse stock split does result in an increased market price per share of our common stock, the market price per share following a reverse stock split may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of a reverse stock split. Accordingly, even with an increased market price per share, the total market capitalization of shares of our common stock after a reverse stock split could be lower than the total market capitalization before a reverse stock split. Also, even if there is an initial increase in the market price per share of our common stock after a reverse stock split, the market price many not remain at that level.

If a reverse stock split is implemented and the market price of shares of our common stock then declines, the percentage decline may be greater than would occur in the absence of a reverse stock split due to decreased liquidity in the market for our common stock. If the market price of shares of our common stock declines after a reverse stock split, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would

occur in the absence of a reverse stock split. Accordingly, the total market capitalization of our common stock following a reverse stock split could be lower than the total market capitalization before a reverse stock split.

If our competitors develop and market products that are more effective, safer or more convenient than our approved products, or obtain marketing approval before we obtain approval of future products, our commercial opportunity will be reduced or eliminated.

Competition in the pharmaceutical and biotechnology industries is intense and is expected to increase. Many biotechnology and pharmaceutical companies, as well as academic laboratories, are involved in research and/or product development for various neurological conditions, including Parkinson’s disease, or PD, and multiple sclerosis, or MS.

Our competitors may succeed in developing products that are more effective, safer or more convenient than our products or the ones we have under development or that render our approved or proposed products or technologies noncompetitive or obsolete. In addition, our competitors may achieve product commercialization before we do. If any of our competitors develops a product that is more effective, safer or more convenient for patients, or is able to obtain FDA approval for commercialization before we do, we may not be able to achieve market acceptance for our products, which would harm our ability to generate revenues and recover the substantial development costs we have incurred and will continue to incur.

Our products may be subject to competition from lower-priced versions of such products and competing products imported into the U.S. from Canada, Mexico and other countries where there are government price controls or other market dynamics that cause the products to be priced lower.

Inbrija (levodopa inhalation powder)/Parkinson’s Disease. Inbrija competes against other therapies approved for intermittent, or as needed, use that aim to specifically address Parkinson’s disease symptoms. Apokyn, an injectable formulation of apomorphine, is approved for the treatment of OFF periods, also known as OFF episodes. Apokyn was approved for this use in the U.S. in 2004 and in Europe in 1993. Also, Sunovion Pharmaceuticals Inc. has developed a sublingual, or under the tongue, formulation of apomorphine branded as Kynmobi that we expect to be competitive with Inbrija. Sunovion received FDA approval for Kynmobi in May 2020 for the acute, intermittent treatment of OFF episodes, and they have announced they expect Kynmobi to be available in the U.S. in September 2020.

The standard of care for the treatment of Parkinson’s disease is oral carbidopa/levodopa, but oral medication can be associated with wide variability in the timing and the amount of absorption and there are significant challenges in creating a regimen that consistently maintains therapeutic effects as Parkinson’s disease progresses. Inbrija may face competition from therapies that can limit the occurrence of OFF periods. Approaches to achieve consistent levodopa plasma concentrations include new formulations of carbidopa/levodopa, such as extended-release and intestinal infusions, and therapies that prolong the effect of levodopa. Amneal Pharmaceuticals, Inc. (formerly Impax Laboratories) markets RYTARY, an extended-release formulation of oral carbidopa/levodopa, and extended release formulations of oral and patch carbidopa/levodopa are being developed by others including Intec Pharma and Mitsubishi Tanabe Pharma Corporation. Also, Abbvie Inc. has developed a continuous administration of a gel-containing levodopa through a tube that is surgically implanted into the intestine. This therapy, known as Duopa, has been approved by the FDA and is approved in the EU.

One or more of our competitors may utilize their expertise in pulmonary delivery of drugs to develop and obtain approval for pulmonary delivery products that may compete with Inbrija and any other of our other ARCUS drug delivery technology product candidates. These competitors may include smaller companies such as Alexza Pharmaceuticals, Inc., MannKind Corporation, Pulmatrix, Inc. and Vectura Group plc and larger companies such as Allergan, Inc., GlaxoSmithKline plc and Novartis AG, among others. If approved, our product candidates may face competition in the target commercial areas for these pulmonary delivery products. Also, we are aware that at least one company, Impel Neuropharma, is developing intranasally delivered levodopa therapies which, if approved, might compete with Inbrija.

Ampyra/MS. Ampyra has become subject to competition from generic drug manufacturers. We were previously engaged in litigation with certain generic drug manufacturers relating to our five initial Orange Book-listed Ampyra patents. In 2017, the United States District Court for the District of Delaware (the “District Court”) issued a ruling that upheld our Ampyra Orange Book-listed patent that expired on July 30, 2018, but invalidated our four other Orange Book-listed patents pertaining to Ampyra that were set to expire between 2025 and 2027. Under this decision, our patent exclusivity with respect to Ampyra terminated on July 30, 2018. We appealed the District Court decision to the United States Court of Appeals for the Federal Circuit, or the Federal Circuit, which issued a ruling in September 2018 upholding the District Court’s decision (the “Appellate Decision”). In January 2019, the Federal Circuit denied our petition for rehearing en banc. In October 2019,

the U.S. Supreme Court denied our petition for certiorari requesting review of the case. We have experienced a significant decline in Ampyra sales due to competition from generic versions of Ampyra that are being marketed following the Appellate Decision. Additional manufacturers may market generic versions of Ampyra, and we expect our Ampyra sales will continue to decline over time.

Current disease management approaches to MS are classified either as relapse management, disease course management, or symptom management approaches. For relapse management, the majority of neurologists treat sudden and severe relapses with a four-day course of intravenous high-dose corticosteroids. Many of these corticosteroids are available generically. For disease course management, there are a number of FDA-approved MS therapies that seek to modify the immune system. These treatments attempt to reduce the frequency and severity of exacerbations or slow the accumulation of physical disability for people with certain types of MS, though their precise mechanisms of action are not known. These products include Avonex, Tysabri, Plegridy and Tecfidera from Biogen, Betaseron from Bayer AG, Copaxone from Teva Pharmaceutical Industries, Ltd., Rebif from Merck Serono, Gilenya and Extavia from Novartis AG, Aubagio and Lemtrada from Genzyme Corporation (a Sanofi company), Glatopa from Sandoz International GmbH (a Novartis AG company), Zinbryta from Biogen and AbbieVie, and Rituxan from F. Hoffman-La Roche AG.

Several biotechnology and pharmaceutical companies, as well as academic laboratories, are involved in research and/or product development for various neurological diseases, including MS. Other companies also have products in clinical development, including products approved for other indications in MS, to address improvement of walking ability in people with MS. Furthermore, several companies are engaged in developing products that include novel immune system approaches and cell therapy approaches to remyelination for the treatment of people with MS. These programs are in early stages of development and may compete in the future with Ampyra or some of our product candidates. In addition, in certain circumstances, pharmacists are not prohibited from formulating certain drug compounds to fill prescriptions on an individual patient basis, which is referred to as compounding. We are aware that at present compounded dalfampridine is used by some people with MS and it is possible that some people will want to continue to use compounded formulations even though Ampyra and generic versions of Ampyra are commercially available.

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.

420 Saw Mill River Road, Ardsley, New York		10502
(Address of principal executive offices)		(Zip Code)

	Title of each class		Trading Symbol		Name of each exchange on which registered
	Common Stock $0.001 par value		ACOR		Nasdaq Global Market

Large accelerated filer	☒☐	Accelerated filer	☐☒
Non-accelerated filer	☐	~~Small~~Smaller reporting company	☐
Emerging growth company	☐

Class		Outstanding at ~~October~~July 31, ~~2019~~2020
Common Stock, $0.001 par value per share		~~48,030,198~~47,979,115 shares

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019	1
	Consolidated Statements of Operations (unaudited) for the Three and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	2
	Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss (unaudited) for the Three and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	3
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3539
Item 4.	Controls and Procedures	3640
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3741
Item 1A.	Risk Factors	3741
Item 6.	Exhibits	3846
Signatures		3947

(In thousands)
Restricted Stock and Performance Stock Units	Number of Shares
Nonvested at January 1, ~~2019~~2020		~~231~~425
Granted		~~628~~—
Vested		(964	)
Forfeited		(5237	)
Nonvested at ~~September~~June 30, ~~2019~~2020		~~711~~384

(In thousands)	June 30, 2020			March 31, 2020			December 31, 2019
Derivative Liability-Conversion Option
Balance, beginning of period	$	32,881		$	59,409		$	—
Fair value recognized upon issuance of Convertible Senior Notes		—			—			59,409
Fair value adjustment		(8,928	)		(26,528	)		—
Balance, end of period	$	23,953		$	32,881		$	59,409

(In thousands)	Net Unrealized Gains (Losses) on Marketable Securities
Balance at December 31, 2018	$	(125	)
Other comprehensive income before reclassifications		229
Amounts reclassified from accumulated other comprehensive income		—
Net current period other comprehensive income		229
Balance at September 30, 2019	$	104

Exhibit No.		Description
10.1*3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated June 15, 2020. Incorporated by reference to ~~December 19, 2005 Employment Agreement, dated August 13, 2019, by and between~~Exhibit 3.1 to the ~~Registrant and David Lawrence.~~Registrant’s Current Report on Form 8-K filed June 16, 2020.
10.2*3.2		Certificate of Correction to Certificate of Amendment of Amended and Restated Certificate of Incorporation dated June 26, 2020. Incorporated by reference to ~~December 19, 2005 Employment Agreement, dated August 13, 2019, by and between~~Exhibit 3.1 to the ~~Registrant and Jane Wasman.~~Registrant’s Current Report on Form 8-K filed June 26, 2020.
31.1		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2		Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).

	Acorda Therapeutics, Inc.

	By:	/s/ Ron Cohen
Date: ~~November~~August 7, ~~2019~~2020		Ron Cohen, M.D. President, Chief Executive Officer and Director

	By:	/s/ David Lawrence
Date: ~~November~~August 7, ~~2019~~2020		David Lawrence Chief, Business Operations and Principal Accounting Officer