The following discussion contains management's discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report and with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K. This discussion and other parts of this Quarterly Report contain forward-looking statements that involve risks and uncertainties, such as our plans, impact of the COVID-19 pandemic, objectives, expectations, intentions and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled "Risk Factors" included elsewhere in this report.

Overview

We are a late stage drug development company focused on advancing our product candidate, momelotinib, a potent, selective and orally-bioavailable JAK1 (Janus kinase 1), JAK2 (Janus kinase 2) and ACVR1 (Activin A receptor type 1) inhibitor with a potentially differentiated therapeutic profile for the treatment of myelofibrosis. We have a highly experienced management team with a proven track record of success in hematology and oncology drug development. We are oriented towards achieving the successful registration and commercialization of momelotinib. During the third quarter of 2018, we acquired momelotinib from Gilead Sciences, Inc. (Gilead). Momelotinib has been investigated in two completed Phase 3 trials for the treatment of myelofibrosis. Data from these trials indicate a potentially differentiated therapeutic profile encompassing anemia-related clinical benefits, as well as achieving constitutional symptom control benefits and substantive splenic volume reductions (see additional discussion below under Momelotinib - A Potent and Selective JAK1, JAK2 and ACVR1 Inhibitor).

In December 2018, we reported new data for momelotinib collated from the two completed SIMPLIFY Phase 3 clinical trials and a translational biology study in transfusion dependent patients with myelofibrosis. Data from the latter study were also concurrently presented in a poster at the 60th American Society of Hematology Annual Meeting & Exposition in San Diego, California. We reported aggregated transfusion independence responses from more than 150 intermediate and high-risk transfusion dependent myelofibrosis patients demonstrating robust and consistent response rates within and across the clinical studies. More than 44% of these patients became transfusion free for at least 12 weeks and nearly 50% were transfusion independent for at least 8 weeks.

In the second quarter of 2019, we announced that we had obtained regulatory clarity with the U.S. Food and Drug Administration (FDA) concerning the design of a Phase 3 clinical trial intended to support potential registration of momelotinib. We also announced that the FDA had granted Fast Track designation to momelotinib for the treatment of patients with intermediate/high-risk myelofibrosis who have previously received a JAK inhibitor.

Following receipt of this clarity, we announced the design of the MOMENTUM Phase 3 clinical trial in myelofibrosis, which we subsequently launched in the fourth quarter of 2019. MOMENTUM is a randomized double-blind trial designed to enroll 180 myelofibrosis patients who are symptomatic and anemic and have been treated previously with a JAK inhibitor. The Primary Endpoint of the trial is the Total Symptom Score (TSS) response rate of momelotinib compared to danazol at Week 24 (99% power; p-value < 0.05). Danazol has been selected as an appropriate treatment comparator given its use to ameliorate anemia in myelofibrosis patients, as recommended by National Comprehensive Cancer Network (NCCN) and European Society for Medical Oncology (ESMO) guidelines. Patients will be randomized 2:1 to receive either momelotinib or danazol. After 24 weeks of treatment, patients on danazol will be allowed to crossover to receive momelotinib.

During the fourth quarter of 2019, we reported new analyses of red blood cell (RBC) transfusion data from SIMPLIFY-1,a double-blind Phase 3 trial of momelotinib head-to-head versus ruxolitinib in JAK inhibitor naïve patients, which were presented in a poster by Dr. Ruben Mesa, Director of the Mays Cancer Center, home to UT Health San Antonio MD Anderson Cancer Center, at the 61st American Society of Hematology (ASH) Annual Meeting in Orlando, Florida. These analyses demonstrated that patients who received momelotinib had significantly decreased transfusion requirements compared to those treated with ruxolitinib, including an odds ratio of nearly 10 for receiving no transfusions during the 24-week study period. Transfusion dependency and moderate to severe anemia are critical negative prognostic factors for overall survival in myelofibrosis.

During the first quarter of 2020, we continued to operationalize the MOMENTUM trial, on a global basis. Due to the recent global outbreak of COVID-19, our clinical trials have been and may continue to be affected, and we are likely to experience delays in anticipated timelines and milestones, which will be difficult to predict until we have more visibility on the duration and impact of the COVID-19 pandemic and the potential institution of additional public health orders. We have experienced and may continue to experience some delays in planned site initiations, activations and overall enrollment. We believe that our current resources will be sufficient to execute on our development strategy for momelotinib into the second half of 2022, subject to the potential impact of COVID-19.





                                       16

--------------------------------------------------------------------------------

Table of Contents

Our portfolio also includes two DNA Damage Response (DDR) assets, consisting of SRA737 and SRA141. SRA737 is a potent, highly selective, orally bioavailable small molecule inhibitor of Checkpoint kinase 1 (Chk1). SRA141 is a potent, selective, orally bioavailable small molecule inhibitor of Cell division cycle 7 kinase (Cdc7). We have decided to suspend the continued development of our product candidates SRA737 and SRA141 to focus our resources on the development of momelotinib. We are exploring non-dilutive strategic options to support any future continued development of our portfolio of DDR assets.

We wholly own momelotinib, subject to future milestone payments and royalties, and retain the global commercialization rights to SRA737 and SRA141.

Since inception, we have devoted substantially all of our resources to research and development activities, including the clinical development of momelotinib, and SRA737, SRA141, and PNT2258 our former lead product candidate, and to provide general and administrative support for these operations. We have never generated revenue and have incurred significant net losses since inception. Our net losses were $31.9 million and $13.0 million for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, we had an accumulated deficit of $797.6 million, of which approximately $428.0 million pertained to the revaluation and conversion of redeemable convertible preferred stock upon our initial public offering in July 2015, $37.2 million related to changes in fair value of our warrant liabilities, and $12.0 million pertained to our obligation to issues securities to Gilead.

The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our clinical studies, employee or industry events, and effect on our suppliers and manufacturers, all of which are uncertain and cannot be predicted. The COVID-19 pandemic and its adverse effects have become more prevalent in the locations where we, our CROs, suppliers or third-party business partners conduct business and as a result, we have begun to experience more pronounced disruptions in our operations. We may experience constrained supply of momelotinib or, with respect to our clinical trials, delays in enrollment, site initiation, participant dosing, distribution of clinical trial materials, study monitoring and data analysis that could materially adversely impact our business, results of operations and overall financial performance in future periods. Specifically, we may experience impact from changes in how we and companies worldwide conduct business due to the COVID-19 pandemic, including but not limited to restrictions on travel and in-person meetings, prioritization of hospital resources toward pandemic effort, delays in review by the FDA and comparable foreign regulatory agencies, and disruptions in our supply chain for momelotinib. Any such delays to our planned MOMENTUM timeline could also impact the use and sufficiency of our existing cash reserves, and we may be required to raise additional capital earlier than we had previously planned. We may be unable to raise additional capital if and when needed, which may result in further delays or suspension of our development plans. As of the filing date of this Quarterly Report on Form 10-Q, the extent to which COVID-19 may impact our financial condition, results of operations or guidance is uncertain. The effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods. See the section entitled "Risk Factors" included elsewhere in this report for further discussion of the possible impact of the COVID-19 pandemic on our business.

We have funded our operations to date primarily from the issuance and sale of our common stock and convertible voting preferred stock through public offerings, and our convertible and redeemable convertible preferred stock in private financings and, to a lesser extent, through exercises of our preferred stock warrants in private financings. As of March 31, 2020, we had cash and cash equivalents of $133.5 million.

Components of Statements of Operations

Operating Expenses

Research and Development

Research and development expenses consist primarily of the following:





     •    fees, milestone payments or other expenses incurred in connection with
          asset purchase and license agreements and their related amendments;




     •    personnel-related costs, which include salaries, benefits, stock-based
          compensation, recruitment fees and travel costs;




     •    costs associated with research and preclinical studies, clinical trials,
          regulatory activities and manufacturing activities to support clinical
          activities;




     •    fees paid to external service providers that conduct certain research and
          development, clinical and manufacturing activities on our behalf; and




     •    facility-related costs, which include direct and allocated expenses for
          rent and maintenance of facilities, depreciation and amortization
          expenses and other supplies.




                                       17

--------------------------------------------------------------------------------

Table of Contents

The largest recurring component of our total operating expenses has historically been our investment in research and development activities, including the development of momelotinib. We expect our research and development expenses will increase over the next few years as we advance momelotinib, achieve regulatory milestones that trigger payments due under our Asset Purchase Agreement with Gilead, pursue regulatory approval of momelotinib in the United States and other jurisdictions, expand our portfolio of product candidates and prepare for potential commercialization, which will require a significant investment in areas related to contract manufacturing and inventory buildup.

The process of conducting clinical trials necessary to obtain regulatory approval is costly and time consuming. We may never succeed in achieving marketing approval for momelotinib. The probability of success of our product candidate may be affected by numerous factors, including clinical data, regulatory developments, competition, manufacturing capability and commercial viability. As a result, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization of momelotinib.

General and Administrative

General and administrative expenses consist of personnel-related costs, facility-related costs, business insurance, allocated expenses and professional fees for services, including legal, patent prosecution and maintenance, human resources, audit and accounting services. Personnel-related costs consist of salaries, benefits, stock-based compensation, recruitment fees, severance costs and travel costs.

We expect to incur additional expenses associated with supporting our growing research and development activities, preparing for potential commercialization, continuing to operate as a public company and other administration and professional services.

Other Income (Expense), net

Changes in Fair Value of Warrant Liabilities

Our common stock warrants issued in connection with our November 2019 financing were classified as liabilities on our consolidated balance sheets and, as such, were re-measured to fair value until January 2020, when they were no longer considered derivative instruments. Changes in fair value, which were directly attributable to changes in the fair value of the underlying stock and discount for lack of marketability, were recorded as an expense in the condensed consolidated statement of operations.

Other Income, net

Other income, net primarily consists of interest earned on our cash and cash equivalents and foreign currency exchange gains and losses related to transactions and monetary asset and liability balances denominated in currencies other than the U.S. dollar. For the three months ended March 31, 2019, it also included interest expense, non-cash amortization of debt issuance costs and the accrual of the final payment fee associated with a term loan. Foreign currency exchange gains and losses may fluctuate in the future due to changes in foreign currency exchange rates.

Provision for (Benefit from) Income Taxes, net

Provision for (benefit from) income taxes, net consists of federal and state income taxes in the United States, income tax benefit resulting from research and development tax credits in Canada, income taxes in Canada and Australia, as well as deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and changes in related valuation allowance.

We did not record a provision for U.S. federal income taxes for the three months ended March 31, 2020 because we expect to generate a loss for the year ended December 31, 2020. Our income tax provision relates to income taxes in Canada and Australia and our tax benefit relates to research and development tax credits in Canada. Our net U.S. deferred tax assets continue to be offset by a full valuation allowance.





                                       18

--------------------------------------------------------------------------------

Table of Contents

Results of Operations

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019





                                                         Three Months Ended
                                                             March 31,               Change
                                                        2020           2019             $
                                                                  (in thousands)
Operating expenses:
Research and development                              $  11,591      $  10,137      $   1,454
General and administrative                                4,544          3,365          1,179

Total operating expenses                                 16,135         13,502          2,633

Loss from operations                                    (16,135 )      (13,502 )       (2,633 )
Other income (expense), net:
Changes in fair value of warrant liabilities            (16,240 )           -         (16,240 )
Other income, net                                           541            325            216

Total other income (expense), net                       (15,699 )          325        (16,024 )

Loss before provision for (benefit from) income
taxes, net                                              (31,834 )      (13,177 )      (18,657 )
Provision for (benefit from) income taxes, net               78           (145 )          223

Net loss                                              $ (31,912 )    $ (13,032 )    $ (18,880 )



Research and Development

Research and development expenses increased $1.5 million, from $10.1 million for the three months ended March 31, 2019 to $11.6 million for the three months ended March 31, 2020. The increase was primarily due to an increase in momelotinib related costs, including a $3.7 million increase in clinical trial and development costs, a $1.5 million non-cash charge related to the change in fair value of an obligation to issue common stock and a warrant to Gilead, that were issued on January 31, 2020, and a $0.3 million increase in third party manufacturing costs, partially offset by a decrease of $3.1 million in clinical trial, third-party manufacturing and research and preclinical costs for SRA737, and a $0.9 million decrease in personnel-related and allocated overhead costs for the three months ended March 31, 2020.

General and Administrative

General and administrative expenses increased $1.2 million, from $3.4 million for the three months ended March 31, 2019 to $4.5 million for the three months ended March 31, 2020. The increase was due to a $0.8 million increase in professional fees, primarily related to pre-commercial planning costs for momelotinib, and a $0.4 million charge related to severance costs for the three months ended March 31, 2020.

Changes in Fair Value of Warrant Liabilities

The changes in the fair value of our warrant liabilities were directly attributable to the change in the fair value of the underlying stock and discount for lack of marketability.

Other Income (Expense), net

Other income, net increased from $0.3 million for the three months ended March 31, 2019 to $0.5 million for the three months ended March 31, 2020. The increase was primarily attributable to a favorable fluctuation resulting in foreign exchange gain and elimination of interest expense as a result of the repayment of the term loan in December 2019.

Provision for (benefit from) income taxes, net

The provision for income taxes during the three months ended March 31, 2020 represented foreign taxes. Benefit from income taxes for the three months ended March 31, 2019 primarily represented foreign research and development tax credits.





                                       19

--------------------------------------------------------------------------------

Table of Contents

Liquidity and Capital Resources

Capital Resources

Since our inception, we have never generated revenue and have incurred significant net losses. We have funded our operations to date primarily from the issuance and sale of our common stock and convertible voting preferred stock through public offerings, our convertible and redeemable convertible preferred stock in private financings and, to a lesser extent, through exercises of our preferred stock warrants issued in private financings. Our net losses for the three months ended March 31, 2020 and 2019 were $31.9 million and $13.0 million, respectively. As of March 31, 2020, we had an accumulated deficit of $797.6 million, of which approximately $428.0 million pertained to the revaluation and conversion of redeemable convertible preferred stock upon our initial public offering in July 2015, $37.2 million related to changes in fair value of our warrant liabilities, and $12.0 million pertained to our obligation to issues securities to Gilead. Our principal sources of liquidity as of March 31, 2020 were cash and cash equivalents of $133.5 million.

In November 2019, we completed an underwritten public offering of an aggregate of (i) 103,000 shares of Series A Preferred Stock, that all converted into 7,803,273 shares of common stock in January 2020, (ii) Series A warrants to purchase up to an aggregate of 7,802,241 shares of our common stock at an exercise price equal to $13.20, and (iii) Series B warrants to purchase up to an aggregate of 2,574,727 shares of common stock at an exercise price equal to $13.20. Each share of Series A Preferred Stock and the accompanying Series A and Series B warrants were issued at a combined price to the public of $1,000. The aggregate net proceeds received by us from the offering were $97.7 million, net of underwriting discounts and commissions and offering expenses. The Series B warrants may only be exercised by paying the exercise price in cash, and if fully exercised would amount to approximately $34.0 million in proceeds to us.

We expect to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially as we:





  •   invest to further develop momelotinib;




     •    hire additional clinical, scientific, drug development and management
          personnel, as well as personnel to support any future commercialization
          efforts;




     •    invest in scaling our manufacturing capacity to support development and
          our global commercialization strategy;




     •    seek regulatory and marketing approvals for any product candidates that
          we may develop;




     •    achieve regulatory milestones that trigger payments due under our Asset
          Purchase Agreement with Gilead;




     •    ultimately establish a sales, marketing and distribution infrastructure
          to commercialize any drugs for which we may obtain marketing approval;




  •   acquire or in-license additional product candidates and technologies;




  •   develop additional product candidates;




  •   defend against potential lawsuits or other legal issues;




  •   maintain, expand and protect our intellectual property portfolio; and




     •    add operational, financial and management information systems and
          personnel to continue to operate as a public company.

To fund our current operating plans, we will need to raise additional capital. Our existing cash and cash equivalents will not be sufficient for us to complete development and prepare for commercializing momelotinib. Accordingly, we will continue to require substantial additional capital to continue our clinical development and potential commercialization activities; however, we believe that our existing cash and cash equivalents will be sufficient to fund our current operating plans into the second half of 2022, subject to the potential impact of COVID-19. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities. However, our forecast for the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our preclinical and clinical development efforts, including any potential impacts of the COVID-19 pandemic on our clinical development efforts.

We plan to continue to fund our current operating plans' needs through equity financings or other arrangements. To the extent that we raise additional capital through future equity financings, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. If we raise additional funds through the issuance of debt securities, these securities could contain covenants that would restrict our operations. There can be no assurance that such additional financing, if available, can be obtained on terms acceptable to us. If we are unable to obtain such additional financing, we would need to reevaluate our future operating plans. We are exploring non-dilutive strategic options to support the continued development of SRA737 and SRA141 in the future. There can be no assurance that we will successfully obtain non-dilutive development support or obtain the funding or support necessary to advance SRA737 or SRA141 or obtain such funding or support on commercially reasonable terms.





                                       20

--------------------------------------------------------------------------------

Table of Contents

Cash Flows

The following table summarizes our cash flows for the periods indicated:





                                                                 Three Months Ended
                                                                      March 31,
                                                                2020            2019
                                                                   (in thousands)
Cash used in operating activities                             $ (13,948 )     $ (15,566 )
Cash used in investing activities                                    -              (14 )
Cash provided by financing activities                                -              445

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

                                     (46 )            (3 )

Net decrease in cash, cash equivalents and restricted cash

$ (13,994 )     $ (15,138 )

Cash Flows from Operating Activities

For the three months ended March 31, 2020, cash used in operating activities of $13.9 million was attributable to a net loss of $31.9 million and a net change of $0.7 million in our net operating assets and liabilities, partially offset by $18.7 million in non-cash charges. The non-cash charges consisted primarily of a $16.2 million change in fair value of our warrant liabilities, a $1.5 million non-cash charge relating to the securities issuable to Gilead in connection with the amendment to the Asset Purchase Agreement, and $0.9 million of non-cash stock-based compensation. The change in net operating assets and liabilities was primarily attributable to a decrease in our accrued, other and operating lease liabilities of $1.5 million, partially offset by increases in accounts payable and prepaid expenses and other assets.

For the three months ended March 31, 2019, cash used in operating activities of $15.6 million was attributable to a net loss of $13.0 million and a net change of $4.3 million in our net operating assets and liabilities, partially offset by $1.7 million in non-cash charges. The non-cash charges consisted primarily of $1.7 million in stock-based compensation. The change in net operating assets and liabilities was primarily attributable to a decrease in our accounts payable, accrued and other liabilities and operating lease liabilities of $3.3 million and an increase in prepaid expenses and other assets of $1.0 million.

Cash Flows from Investing Activities

For the three months ended March 31, 2020, no cash was used in investing activities.

For the three months ended March 31, 2019, cash used in investing activities was attributable to the purchase of property and equipment.

Cash Flows from Financing Activities

For the three months ended March 31, 2020, no cash was provided by financing activities.

For the three months ended March 31, 2019, cash provided by financing activities of $0.4 million consisted of net proceeds received from the exercise of options to purchase common stock.

Off-Balance Sheet Arrangements

We do not currently engage in off-balance sheet financing arrangements. In addition, we do not have any interest in entities referred to as variable interest entities, which includes special purpose entities and other structure finance entities.





                                       21

--------------------------------------------------------------------------------

Table of Contents

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that the assumptions and estimates associated with research and development expenses, stock-based compensation, warrant liabilities and securities issuance obligation have the most significant impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

There have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in Management's Discussion and Analysis of Financial Condition and Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019.





                                       22

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses