The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes included elsewhere in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC, on March 10, 2020.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or similar expressions and the negatives of those terms. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements appearing in a number of places throughout this Quarterly Report on Form 10-Q include, but are not limited to, statements about the following, among other things:





•     the initiation, timing, progress and results of preclinical and clinical
      trials for B-VEC (previously "KB103"), KB105 and any other product
      candidates, including statements regarding the timing of initiation and
      completion of studies or trials and related preparatory work, the period
      during which the results of the trials will become available and our
      research and development programs;




•     the impact that the COVID-19 pandemic and measures to prevent its spread
      may have on our business operations, access to capital, research and
      development activities, and preclinical and clinical trials for B-VEC,
      KB105 and any other product candidates;




•     the timing, scope or results of regulatory filings and approvals, including
      timing of final US Food and Drug Administration, or FDA, marketing and
      other regulatory approval of B-VEC and KB105;




•     our ability to achieve certain accelerated or orphan drug designations from
      the FDA;




•     our estimates regarding the potential market opportunity for B-VEC, KB105
      and any other product candidates;



• our research and development programs for our product candidates;






•     our plans and ability to successfully develop and commercialize our product
      candidates, including B-VEC, KB105 and our other product candidates;



• our ability to identify and develop new product candidates;

• our ability to identify, recruit and retain key personnel;

• our commercialization, marketing and manufacturing capabilities and strategy;






•     the implementation of our business model, strategic plans for our business,
      product candidates and technology;




•     the scalability and commercial viability of our proprietary manufacturing
      methods and processes;




•     the rate and degree of market acceptance and clinical utility of our
      product candidates and gene therapy, in general;




• our competitive position;




•     our intellectual property position and our ability to protect and enforce
      our intellectual property;




                                       17

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• our financial performance;

• developments and projections relating to our competitors and our industry;






•     our ability to establish and maintain collaborations or obtain additional
      funding;




•     our estimates regarding expenses, future revenue, capital requirements and
      needs for or ability to obtain additional financing;




•     our ability to successfully resolve any intellectual property or other
      claims that may be brought against us;




•     any statements regarding compliance with the listing standards of The
      NASDAQ Capital Market;



• the impact of laws and regulations; and






•     any statements regarding economic conditions, including statements related
      to the economic fallout from the COVID-19 pandemic and the impact on our
      business, or performance and any statement of assumptions underlying any of
      the foregoing.



Forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in "Risk Factors" below and in our Annual Report on Form 10-K for the year ended December 31 ,2019 and elsewhere in this Form 10-Q and in other filings we make with the SEC from time to time. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this Quarterly Report. You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Throughout this Form 10-Q, unless the context requires otherwise, all references to "Krystal," "the Company," we," "our," "us" or similar terms refer to Krystal Biotech, Inc., together with its consolidated subsidiaries.



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Overview

We are a gene therapy company developing a new class of transformative medicines to treat diseases caused by gene or protein dysfunction. Using our patented platform that is based on engineered herpes simplex virus type 1, or HSV-1, we create vectors that encode functional proteins. Our vector is designed to be specifically and efficiently delivered to the target cell in an outpatient setting, via topical, intradermal or inhaled routes of administration, where the cell's own machinery transcribes and translates the encoded protein, restoring or augmenting protein function to treat or prevent disease.

We are primarily focused on applying our platform to treat rare monogenic skin conditions caused by insufficient or completely absent protein production. Presently, we have two product candidates in the clinic to treat rare skin diseases. We anticipate commencing pivotal trials on our most advanced product candidate, B-VEC to treat dystrophic epidermolysis bullosa, or DEB, in the first half of 2020. We recently completed a Phase 1 study on our second product candidate, KB105, to treat autosomal recessive congenital ichthyosis, or ARCI, and anticipate starting Phase 2 clinical trials in the second half of 2020.

We have expanded our pipeline products to develop medicines to treat chronic, non-monogenic skin diseases as well as aesthetic skin conditions. We anticipate our third product candidate, KB301, to treat an aesthetic skin condition to enter the clinic in the second half of 2020.

Recognizing the breadth and potential transformative power of our vector platform, we have expanded the scope of our product development beyond dermatology and have begun preclinical efforts in pulmonary diseases. The payload capacity of our HSV-1 modified backbone allows us to encode a fully functional protein and therefore our therapies are not limited to patients with specific genetic mutations. The large payload capacity, robust tropism to epithelial cells (including human airway epithelia), immune-evasive properties, and manufacturing scalability of our HSV-based vector platform gives us an advantage over other viral vector therapies for pulmonary indications. Our preclinical efforts have led to the development of a novel candidate, KB407, for the treatment of Cystic Fibrosis, or CF, which has been shown to successfully transduce human CF patient-derived epithelial cells and deliver functional CFTR in vitro in 2D and 3D organotypic systems, and is amendable to non-invasive inhaled administration in vivo, as indicated by successful delivery to the lungs through the use of a clinically relevant nebulizer in rodent healthy and diseased animal models. Based on feedback from regulatory agencies, IND-enabling safety and efficacy studies, including studies in non-human primates, are underway, and IND filing for KB407 is anticipated in 2021. Additional pulmonary diseases are also being evaluated.

We believe that gene therapy companies should control their manufacturing destiny and having in-house cGMP facilities will allow a gene therapy company to maintain better quality control, shorter lead times, lower costs and better command over intellectual property. Last year, we completed the construction of our own commercial scale cGMP-compliant manufacturing facility, ANCORIS, to enhance supply chain control, increase supply capacity for clinical trials and ensure commercial demand is met in the event that B-VEC and our other product candidates receive marketing approval. The clinical material for the pivotal trial and initial commercial launch material of B-VEC will be produced at ANCORIS. Earlier this year, we announced the ground-breaking of our second commercial gene therapy facility in the Pittsburgh, Pennsylvania area. The ASTRA facility is being designed as a state-of-the-art cGMP manufacturing facility that, beyond expanding Krystal's current production platform, will allow the in-house incorporation of raw material preparation, excipient manufacturing, testing, packaging, labeling and distribution, fully-integrating all components of the supply chain from starting materials to patient experience. The ASTRA facility will initially be used as a commercial back-up facility for B-VEC. Eventually, the ASTRA facility will expand to produce investigational and commercial material for our pipeline products. We expect the 100,000 square foot facility to be completed and validated with an expected completion date of 1H 2021. We intend to use ASTRA and ANCORIS for clinical and commercial production of our product candidates.

We have five issued patents to date and believe that the granting of these patents, which are entirely owned by the Company, protects our core platform and products based thereupon, and affords us freedom to use this platform for the development of novel therapeutics for multiple applications. We continue to advance our IP portfolio actively through the filing of new patent applications, divisionals, and continuations relating to our technologies as we deem appropriate. In addition to our patents, we rely on trade secrets and know-how to develop and maintain our competitive position. However, trade secrets can be difficult to protect. We seek to protect our proprietary technology and processes, and obtain and maintain ownership of certain technologies, in part, through confidentiality agreements and intellectual property assignment agreements with our employees, consultants and commercial partners. We also seek to preserve the integrity and confidentiality of our data, trade secrets, and know-how, including by implementing measures intended to maintain the physical and electronic security of our research and manufacturing facilities, as well as our information technology systems.



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Our desire is to bring transformative medicines, using our platform, to patients suffering from debilitating diseases and conditions. A brief overview of our pipeline follows below.

Pipeline

The following table summarizes information regarding our product candidates in various stages of clinical and preclinical development presently:

[[Image Removed]]

Beremagene Geperpavec ("B-VEC")

Our lead product candidate, B-VEC, seeks to use topical gene therapy to treat dystrophic epidermolysis bullosa, or DEB, a rare and severe monogenic skin disease for which there is currently no approved treatment. DEB affects the skin and mucosal tissues and is caused by one or more mutations in a gene called COL7A1, which is responsible for the formation of the protein type VII collagen, or COL7, that forms anchoring fibrils that bind the dermis, or inner layer of the skin, to the epidermis, or outer layer of the skin. In DEB patients, the genetic defect in COL7A1 results in loss or malfunctioning of these anchoring fibrils, leading to extremely fragile skin that blisters and tears from minor friction or trauma. Those who are born with DEB are sometimes called "butterfly children," because their skin is likened to be as fragile as the wings of a butterfly. DEB patients may suffer from open wounds, skin infections, fusion of fingers and toes and gastrointestinal tract problems throughout their lifetime, and may eventually develop squamous cell carcinoma, a potentially fatal condition.

In October 2019, we announced positive results from our Phase 1/2 clinical trial of B-VEC at Stanford University. The Phase 1 portion of the trial commenced in May 2018 at Stanford University, and we announced positive interim results from this clinical study on two patients in October 2018. The Phase 2 portion of the trial commenced in December 2018 at Stanford University, and we announced positive interim results from this clinical study in June 2019. We anticipate commencing pivotal Phase 3 FDA trials in the first half of 2020.

The U.S. Food and Drug Administration, or FDA, and the European Medicines Agency, or EMA, have each granted B-VEC orphan drug designation for the treatment of DEB, and the FDA has granted B-VEC fast track designation and rare pediatric designation for the treatment of DEB. In addition, in 2019, the FDA granted Regenerative Medicine Advanced Therapy, or RMAT, to B-VEC for the treatment of DEB and the EMA granted PRIority MEdicines, or PRIME, eligibility for B-VEC to treat DEB. The PRIME designation is awarded by the EMA to promising medicines that target an unmet medical need.







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KB105

Our second pipeline candidate, KB105, delivers functional human transglutaminase-1, or TGM1, genes using our gene therapy platform to patients with TGM1-deficient autosomal recessive congenital ichthyosis, or ARCI. ARCI is a life-long, severe monogenic skin disease. While a number of genetic mutations have been associated with the development of ARCI, the most common cause of ARCI is an inactivating mutation in the TGM1 gene encoding the enzyme transglutaminase-1, a protein that is essential for the proper formation of the skin barrier. Mutations in the TGM1 gene, and the subsequent disruption to the epidermal barrier, leads to pronounced dehydration and trans-epidermal exposure to unwanted toxins and surface microorganisms, greatly increasing the risk of infection and sepsis. Transglutaminase-1 deficiency is associated with increased mortality in the neonatal period and has a dramatic impact on quality of life. There are currently no treatments targeting molecular correction of this disease.

In September 2019, we initiated a Phase 1/2 clinical trial of KB105. We anticipate interim Phase 1/2 clinical readouts in the first half of 2020.

The FDA and EMA have each granted B-VEC orphan drug designation for the treatment of DEB, and the FDA has granted KB105 fast track designation and rare pediatric designation for the treatment of DEB. We received the designation of "rare pediatric disease" for KB105 in August 2018 which makes B-VEC eligible to apply for a Rare Pediatric Priority Review Voucher.

KB301

The skin is largely composed of collagen-rich connective tissue, with dermal collagen, composed primarily of types 1 and 3 collagen fibrils, representing >90% (dry weight) of human skin. The characteristics of skin aging are largely due to aberrant collagen homeostasis, including reduced collagen biosynthesis, increased collagen fibril fragmentation, and progressive loss of dermal collagen culminating in a net collagen deficiency, resulting from both intrinsic (e.g., passage of time, genetics) and extrinsic (e.g., chronic light exposure, pollution) pressures. The goal of skin biorejuvenation is, in part, to enhance the synthesis of human dermal collagens (i.e., neocollagenesis), thereby correcting the molecular defect underlying the aged phenotype. We believe that our approach of directed expression of full-length human type 3 collagen via intradermal application of KB301 provides a unique and straightforward approach to restoring collagen homeostasis, and by extension, reconstructing an optimal physiologic environment in the skin to treat wrinkles and other superficial skin defects.

We anticipate filing an Investigational New Drug, or IND, application in the second half of 2020.

KB104

KB104 is designed to deliver functional Serine Protease Inhibitor Kazal-type 5, or SPINK5, genes using our gene therapy platform to patients suffering from Netherton Syndrome, which is a debilitating monogenic autosomal recessive skin disorder that causes defective keratinization, severe skin barrier defects, and recurrent infections. Infants with severe Netherton Syndrome symptoms are associated with failure to thrive, hypernatremic dehydration secondary to excess fluid loss, delayed growth, short stature, and recurrent infections. Clinically, Netherton Syndrome is characterized by congenital ichthyosiform erythroderma, hair shaft defects, recurrent infections, and a defective skin barrier. A predisposition to allergies, asthma, and eczema is also characteristic of Netherton Syndrome. Ultimately, those afflicted by Netherton Syndrome often experience chronic skin inflammation, severe dehydration, and stunted growth.

KB407

We are developing KB407 as a non-invasive inhaled gene therapy product for the treatment of cystic fibrosis, or CF, and are currently in the pre-clinical phase with plans to file an IND for KB407 in 2021.



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CF, the most common inherited genetic disorder in the United States, is caused by mutations in the gene encoding cystic fibrosis transmembrane conductance regulator, or CFTR. Lack of functional CFTR in secretory airway epithelia results in defective Cl-, bicarbonate, and thiocyanate secretion, coupled with enhanced Na+ absorption and mucus production, leading to dehydration and acidification of the airway surface liquid. CF is characterized by recurrent chest infections, increased airway secretions, and eventually, respiratory failure. While CF comprises a multiorgan pathology affecting the upper and lower airways, gastrointestinal and reproductive tracts, and the endocrine system, the primary cause of morbidity and mortality in CF is due to progressive lung destruction. According to the US Cystic Fibrosis Foundation, or CFF, the median age at death for patients with CF in the United States was 30.8 years in 2018. Currently approved CFTR modulating therapies are limited to patients with specific genetic mutations and there is a significant unmet medical need for patients with CF who have genetic mutations non-amenable to currently approved CFTR small molecule "modulators". According to the CFF, approximately 30,000 patients in the United States and more than 70,000 patients worldwide are living with CF, and approximately 850 new cases of CF were diagnosed in 2018.

Other

In December 2019, a new strain of coronavirus, or COVID-19, was first reported in Wuhan, China. In March 2020, the World Health Organization declared COVID-19 a pandemic and certain governments, including the Commonwealth of Pennsylvania where the Company's primary offices, laboratory and manufacturing spaces are located, enacted stay-at-home orders, and sweeping restrictions to travel were initiated by corporations and governments. To protect the health of its employees, and their families and communities, the Company has restricted access to its offices to personnel who must perform critical activities that must be completed on-site, limited the number of such personnel that can be present at our facilities at any one time, and requested that many of our employees work remotely. The extent of COVID-19's effect on the Company's clinical, operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and additional protective measures implemented by the governmental authorities or the Company to protect its employees, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on the Company's business. However, if the pandemic continues to evolve into a severe worldwide health crisis, the disease could have a material adverse effect on the Company's business, results of operations, financial condition, and cash flows.

On January 21, 2020, the Company announced the appointment of Jennifer Chien to the newly created position of chief commercial officer, effective January 20, 2020. Ms. Chien has more than 20 years of commercial leadership experience in the biopharmaceutical industry, most recently having served as vice president, head of genetic diseases at Sanofi Genzyme.

On January 24, 2020, we announced the ground breaking of our second commercial gene therapy facility in the Pittsburgh, Pennsylvania area. The ASTRA facility is being designed as a state-of-the-art cGMP manufacturing facility that, beyond expanding Krystal's current production platform, will allow the in-house incorporation of raw material preparation, excipient manufacturing, testing, packaging, labeling and distribution, fully-integrating all components of the supply chain from starting materials to patient experience. The ASTRA facility will initially be used as a commercial back-up facility for B-VEC. Eventually, the ASTRA facility will expand to produce investigational and commercial material for our pipeline products. The 100,000 square foot facility is currently under construction and is expected to be completed by 1H 2021. The related interior build out and validation are anticipated to have a completion date in 1H 2022. We intend to use ASTRA and ANCORIS for clinical and commercial production of our product candidates.

On February 25, 2020, the Company announced the appointment of Kathryn Romano as chief accounting officer, based in its headquarters in Pittsburgh, PA. The Company also announced that Tony Riley had resigned as chief financial officer, effective February 22, 2020. Ms. Romano has more than 15 years of accounting and auditing experience, most recently having served as corporate controller at CNX Resources Corporation.

At March 31, 2020, our cash, cash equivalents and short-term investments balance was approximately $186.7 million. Since operations began, we have incurred operating losses. Our net losses were $5.3 million and $4.1 million for the three months ended March 31, 2020 and 2019, respectively. At March 31, 2020, we had an accumulated deficit of $44.4 million. We expect to incur significant expenses and increasing operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and year to year. We will need to generate significant revenue to achieve profitability, and we may never generate revenue or enough revenue to achieve profitability.

Costs related to clinical trials can be unpredictable and therefore there can be no guarantee that we will have sufficient capital to fund our continued clinical studies of B-VEC, KB105 and planned preclinical studies for our other product candidates, or our operations. Our funds may not be sufficient to enable us to conduct pivotal clinical trials for, seek marketing



                                       22

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approval for or commercially launch B-VEC, KB105 or any other product candidate. Accordingly, to obtain marketing approval for and to commercialize this or any other product candidates, we may be required to obtain further funding through public or private equity offerings, debt financings, collaboration and licensing arrangements or other sources. Adequate additional financing may not be available to us on acceptable terms, if at all. Our failure to raise capital when needed could have a negative effect on our financial condition and our ability to pursue our business strategy.





Financial Overview

Revenue

We currently have no approved products for commercial marketing or sale and have not generated any revenue from the sale of products or other sources to date. In the future, we may generate revenue from product sales, royalties on product sales, or license fees, milestones, or other upfront payments if we enter into any collaborations or license agreements. We expect that our future revenue will fluctuate from quarter to quarter for many reasons, including the uncertain timing and amount of any such payments and sales.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred to advance our preclinical and clinical candidates, which include:



       •  expenses incurred under agreements with contract manufacturing
          organizations, consultants and other vendors that conduct our
          preclinical activities;


       •  costs of acquiring, developing and manufacturing clinical trial
          materials and lab supplies;


       •  facility costs, depreciation and other expenses, which include direct
          expenses for rent and maintenance of facilities and other supplies; and


  • payroll related expenses, including stock-based compensation expense.



We expense internal research and development costs to operations as incurred. We expense third party costs for research and development activities, such as the manufacturing of preclinical and clinical materials, based on an evaluation of the progress to completion of specific tasks such as manufacturing of drug substance, fill/finish and stability testing, which is provided to us by our vendors.

We expect our research and development expenses will increase as we continue the manufacture of preclinical and clinical materials and manage the clinical trials of, and seek regulatory approval for, our product candidates and expand our product portfolio. In the near term, we expect that our research and development expenses will increase as we begin our planned pivotal Phase 3 clinical trial for B-VEC, conduct our ongoing Phase 1/2 clinical trial for KB105, and incur pre-clinical expenses for our other product candidates. Due to the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration, costs and timing of this clinical trial, and, as a result, the actual costs to complete this planned clinical trial may exceed the expected costs.

General and Administrative Expenses

General and administrative expenses consist principally of professional fees associated with corporate and intellectual property legal expenses, consulting and accounting services and facility-related costs. Other general and administrative costs include stock-based compensation and travel expenses.

We anticipate that our general and administrative expenses will increase in the future to support the continued research and development of our product candidates and to operate as a public company. These increases will likely include increased costs for insurance, costs related to the hiring of additional personnel and payments to outside consultants, lawyers and accountants, among other expenses. Additionally, if and when we believe a regulatory approval of our first product candidate appears likely, we anticipate that we will increase our salary and personnel costs and other expenses as a result of our preparation for commercial operations.

Interest Income

Interest income consists primarily of income earned from our cash, cash equivalents and investments.



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Critical Accounting Policies, Significant Judgments and Estimates

There have been no significant changes during the three months ended March 31, 2020 to our critical accounting policies, significant judgments and estimates as disclosed in our management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Results of Operations

Three Months Ended March 31, 2020 and 2019





                                        Three Months Ended March 31,
                                          2020                 2019           Change
    (In thousands)                               (unaudited)
    Expenses
    Research and development         $        3,525       $        3,167     $    358
    General and administrative                2,421                1,527          894
    Total operating expenses                  5,946                4,694        1,252
    Loss from operations                     (5,946 )             (4,694 )     (1,252 )
    Other Income
    Interest and other income, net              605                  583           22
    Net loss                         $       (5,341 )     $       (4,111 )   $ (1,230 )

Research and Development Expenses

Research and development expenses increased $358 thousand in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. Higher research and development expenses were due largely to increases in payroll related expenses of $473 thousand and other research and development expenses of $212 thousand and decreases in lab supplies of $275 thousand and outsourced research and development activities of $52 thousand.

General and Administrative Expenses

General and administrative expenses increased $894 thousand in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. Higher general and administrative spending was due largely to increases in payroll related expenses of $540 thousand and other administrative expenses of $354 thousand.

Interest and Other Income

Interest and other income for the three months ended March 31, 2020 and 2019 was $605 thousand and $583 thousand, respectively and consisted of interest income earned from our cash, cash equivalents and investments.







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Liquidity and Capital Resources

Overview

As of March 31, 2020, the Company had an accumulated deficit of $44.4 million. With the net proceeds raised upon the close of its initial public offering, or IPO, in September 2017, a private placement in August 2018, and two secondary public offerings in October 2018 and June 2019, the Company believes that its cash, cash equivalents and short-term investments of approximately $186.7 million as of March 31, 2020 will be sufficient to allow the Company to fund its operations for at least 12 months from the filing date of this Form 10-Q. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through the sale of equity and debt financings and may also seek additional capital through arrangements with strategic partners. There can be no assurances that additional funding will be available on terms acceptable to the Company, if at all. In addition, the COVID-19 pandemic may negatively impact our operations, including possible effects on its financial condition, ability to access the capital markets on attractive terms or at all, liquidity, operations, suppliers, industry, and workforce. The Company will continue to evaluate the impact that these events could have on the operations, financial position, and the results of operations and cash flows during fiscal year 2020 and beyond.

Operating Capital Requirements

We expect our primary use of capital to continue to be for compensation and related expenses, manufacturing costs for preclinical and clinical materials, third party clinical trial research and development services, laboratory and related supplies, clinical costs, legal and other regulatory expenses and general overhead costs. We believe that our available funds will be sufficient to enable us to initiate our pivotal Phase 3 clinical trials for B-VEC and continue Phase 1/2 clinical trials for KB105.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:



    •  the timing and costs of our anticipated pivotal Phase 3 clinical trial for
       B-VEC;


    •  the progress, timing, results and costs of our ongoing Phase 1/2 clinical
       trial for KB105;


    •  the progress, timing and costs of manufacturing of B-VEC for our planned
       pivotal Phase 3 clinical trials;


    •  the continued development and the filing on an Investigational New Drug, or
       IND, application for future product candidates;


    •  the initiation, scope, progress, timing, costs and results of drug
       discovery, laboratory testing, manufacturing, preclinical studies and
       clinical trials for any other product candidates that we may pursue in the
       future, if any;


    •  the costs of maintaining our own commercial-scale cGMP manufacturing
       facility;


  • the outcome, timing and costs of seeking regulatory approvals;


    •  the costs associated with the manufacturing process development and
       evaluation of third-party manufacturers;


    •  the costs of future activities, including product sales, medical affairs,
       marketing, manufacturing and distribution, in the event we receive
       marketing approval for B-VEC, KB105 or any other product candidates we may
       develop;


    •  the extent to which the costs of our product candidates, if approved, will
       be paid by health maintenance, managed care, pharmacy benefit and similar
       healthcare management organizations, or will be reimbursed by government
       authorities, private health coverage insurers and other third-party payors;


    •  the costs of commercialization activities for B-VEC, KB105 and other
       product candidates if we receive marketing approval for B-VEC, KB105 or any
       other product candidates we may develop, including the costs and timing of
       establishing product sales, medical affairs, marketing, distribution and
       manufacturing capabilities;


    •  subject to receipt of marketing approval, if any, revenue received from
       commercial sale of B-VEC, KB105 or our other product candidates;


    •  the terms and timing of any future collaborations, licensing, consulting or
       other arrangements that we may establish;


    •  the amount and timing of any payments we may be required to make, or that
       we may receive, in connection with the licensing, filing, prosecution,
       maintenance, defense and enforcement of any patents or other intellectual
       property


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       rights, including milestone and royalty payments and patent prosecution
       fees that we are obligated to pay pursuant to our license agreements;


    •  our current license agreements remaining in effect and our achievement of
       milestones under those agreements;


    •  our ability to establish and maintain collaborations and licenses on
       favorable terms, if at all; and


    •  the extent to which we acquire or in-license other product candidates and
       technologies.

We expect that we will need to obtain substantial additional funding in order to receive regulatory approval and to commercialize B-VEC or any other product candidates, including KB105. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interests of our existing stockholders may be materially diluted and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. In addition, debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely affect our ability to conduct our business. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back or discontinue the development or commercialization of B-VEC, KB105 or our other product candidates, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to B-VEC or KB105 or our other product candidates that we otherwise would seek to develop or commercialize ourselves.

Sources and Uses of Cash

The following table summarizes our sources and uses of cash (in thousands):





                                                       Three Months Ended
                                                            March 31,
                                                        2020          2019
                                                          (unaudited)
         Net cash used in operating activities       $   (6,227 )   $ (3,215 )
         Net cash used in investing activities           (1,305 )     (2,482 )
         Net cash provided by financing activities          243           40
         Net decrease in cash                        $   (7,289 )   $ (5,657 )




Operating Activities

Net cash used in operating activities for the three months ended March 31, 2020 was $6.2 million and consisted primarily of a net loss of $5.3 million adjusted for non-cash items of depreciation and stock-based compensation expense of $874 thousand, and cash provided by net decreases in operating assets and liabilities of $1.8 million.

Net cash used in operating activities for the three months ended March 31, 2019 was $3.2 million and consisted primarily of a net loss of $4.1 million adjusted for non-cash items of depreciation and stock-based compensation expense of $445 thousand, and cash provided by net decreases in operating assets and liabilities of $451 thousand.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2020 was $1.3 million and consisted primarily of purchases of $2.0 million of short-term available-for-sale investment securities, and expenditures of $1.5 million on the build-out of our ASTRA facilities, leasehold improvement of new office space, and purchases of computer and laboratory equipment, partially offset by proceeds of $2.2 million received from the maturities of short-term investments.

Net cash used in investing activities for the three months ended March 31, 2019 was $2.5 million and consisted primarily of purchases of $512 thousand of short-term available-for-sale investment securities, and expenditures of $2.0 million on the build-out of our new cGMP facilities and purchases of computer and laboratory equipment.



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Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2020 and 2019 was $243 thousand and $40 thousand, respectively and related to proceeds received from the exercise of common stock options.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Contractual Obligations

There have been no material changes to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 other than as described in Note 6 "Commitments and Contingencies" of our condensed consolidated financial statements on this Form 10-Q.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.



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