You should read the following discussion and analysis of financial condition and
operating results together with our condensed consolidated financial statements
and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q
and our Annual Report on Form 10-K for the year ended December 31, 2019 filed on
March 16, 2020. This discussion contains forward-looking statements that involve
risks and uncertainties. As a result of many factors, such as those set forth in
the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form
10-Q, our actual results may differ materially from those anticipated in or
implied by these forward-looking statements. For convenience of presentation
some of the numbers have been rounded in the text below.
Overview
We are a clinical-stage biopharmaceutical company dedicated to improving the
lives of patients suffering from debilitating and life-threatening diseases
through the discovery, development and commercialization of therapies to degrade
disease-causing proteins. We use our proprietary technology platform to engineer
proteolysis targeting chimeras, or PROTAC targeted protein degraders, that are
designed to harness the body's own natural protein disposal system to
selectively remove disease-causing proteins. We believe that our targeted
protein degradation approach is a therapeutic modality that may provide distinct
advantages over existing modalities, including traditional small molecule
therapies and gene-based medicines. Our small molecule PROTAC technology has the
potential to address a broad range of intracellular disease targets, including
those representing the up to 80% of proteins that cannot be addressed by
existing small molecule therapies, commonly referred to as "undruggable"
targets. We are using our PROTAC platform to build an extensive pipeline of
protein degradation product candidates to target diseases in oncology,
neuroscience, and other therapeutic areas.
Our two lead product candidates are ARV-110 and ARV-471. We are developing
ARV-110, a PROTAC protein degrader targeting the androgen receptor protein, or
AR, for the treatment of men with metastatic castration-resistant prostate
cancer, or mCRPC. We initiated a Phase 1 clinical trial of ARV-110 in March
2019. We are also developing ARV-471, a PROTAC protein degrader targeting the
estrogen receptor protein, or ER, for the treatment of patients with locally
advanced or metastatic ER positive / HER2 negative breast cancer. We initiated a
Phase 1 clinical trial for ARV-471 in August 2019. In the fourth quarter of 2019
and the first quarter of 2020, we amended the protocols for each of our Phase 1
clinical trials for ARV-110 and ARV-471, respectively, to include the Phase 2
expansion cohorts.
In October 2019, we announced initial safety, tolerability and pharmacokinetic
data from the ongoing dose escalation portion of the Phase 1/2 clinical trial
for each of ARV-110 and ARV-471. And in May 2020, we announced updated data from
the Phase 1/2 clinical trial for ARV-110 and provided an interim update on our
progress with ARV-471.
The initial data from the October 2019 announcement regarding the Phase 1/2
clinical trials showed dose proportionality for ARV-110 and that exposures of
both ARV-110 and ARV-471 have reached levels associated with tumor growth
inhibition in preclinical studies. In addition, the data disclosed in October
2019 for both ARV-110 and ARV-471 showed that each dose tested had been well
tolerated and that no dose-limiting toxicities and no grade 2, 3, or 4 related
adverse events had been observed.
The data from the May 2020 announcement regarding the dose escalation portion of
our Phase 1/2 clinical trial of ARV-110 showed evidence of in-tumor AR
reduction. As of the April 20, 2020 data cut-off, 20 patients were evaluable for
prostate-specific antigen, or PSA, response, including 12 patients treated at
140 mg or higher. These 12 patients exclude one patient who received two weeks
of therapy prior to discontinuing due to a rosuvastatin-related dose limiting
toxicity.
Of the 12 patients treated at 140 mg and above, circulating tumor DNA analysis
of five patients showed AR forms (L702H point mutations and AR-V7 splice
variants) not degradable by ARV-110 in preclinical studies. In the group of
seven remaining patients who had degradable forms of AR (other AR point
mutations, AR amplification and wildtype AR), two patients achieved confirmed
PSA responses that remained ongoing.
One of these patients had a 74% decline from baseline in PSA and remained
without progression after 30 weeks, as of the data cut-off. This patient did not
have measurable disease at baseline for assessment by Response Evaluation
Criteria in Solid Tumors, or RECIST, a standardized set of rules for response
assessment based on tumor shrinkage. The second patient had both a deep PSA
response (97% decline from baseline) and a confirmed partial RECIST response
(80% decrease from baseline in tumor mass) and remains without progression after
18 weeks, as of the data cut-off. Both responses, which were in patients at the
140 mg dose, were achieved by ARV-110 despite prior treatment with enzalutamide,
abiraterone, chemotherapy and other therapies. Tumors from both patients have
H875Y and T878A point mutations in AR, which are known to drive resistance to
current standard of care treatments and have been degraded by ARV-110 in
preclinical studies. In addition to these two patients, PSA reductions were
observed in other patients but did not meet a 50% reduction in PSA threshold at
data cutoff, and four patients remained on ARV-110 without radiographic
progression for at least 20 weeks.
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A potential drug-drug interaction between ARV-110 and rosuvastatin, or ROS, was
identified during the trial. Of the 22 patients enrolled, two had concurrent use
of ROS. One patient receiving 280 mg ARV-110 experienced a Grade 4 dose-limiting
toxicity of elevated aspartate transaminase/alanine transaminase, or AST/ALT,
liver enzymes followed by acute renal failure. The second patient, receiving 70
mg ARV-110, experienced a Grade 3 AST/ALT elevation, which resolved after the
removal of ROS, and the patient was retreated
with ARV-110. Follow-up exploratory findings indicate that ROS concentrations,
but not ARV-110 concentrations, were elevated in both patients who had liver
function test increases. Subsequent in vitro transport pump studies indicate
that ARV-110 inhibits breast cancer resistant pump transporter, of which ROS is
a substrate. Following the initial data that supported a potential interaction
with ROS, concomitant use of ROS was precluded, and as of the cut-off date no
other ARV-110 related Grade 3 or 4 adverse events had been reported. Six other
patients had, as of the data cut-off date, received concomitant non-ROS statins
without AST/ALT adverse events.
The data from the May 2020 announcement regarding the Phase 1/2 clinical trial
of ARV-471 reported that no dose limiting toxicities had been observed, that the
pharmacokinetics of ARV-471 had been generally dose proportional, and that we
had seen early evidence of ER degradation in the clinical trial.
Dose escalation for each of the Phase 1/2 clinical trials continues and both
trials are currently ongoing. We expect to share additional clinical data from
the dose escalation of the Phase 1/2 trials of ARV-110 and ARV-471 in the fourth
quarter of 2020.
A novel strain of coronavirus, or COVID-19, was first identified in December
2019, and subsequently declared a global pandemic by the World Health
Organization on March 11, 2020. As a result of the outbreak, many companies have
experienced disruptions in their operations and in markets served. We have
instated some and may take additional precautionary measures intended to help
ensure our employees well-being and minimize business disruption. We temporarily
shut down our laboratories in mid-March 2020 but have now reopened our
laboratories as well as initiated work with biology contract research
organizations, or CROs. Our office-based employees continue to work remotely. We
considered the impact of COVID-19 on the assumptions and estimates used and
determined that there were no material adverse impacts on our results of
operations and financial position as of June 30, 2020. The full extent of the
future impacts of COVID-19 on our operations is uncertain. A prolonged outbreak
could have a material adverse impact on our financial results and business
operations, including the timing and our ability to complete certain clinical
trials and other efforts required to advance our preclinical pipeline.
We commenced operations in 2013, and our operations to date have been limited to
organizing and staffing our company, business planning, raising capital,
conducting discovery and research activities, filing patent applications,
identifying potential product candidates, undertaking preclinical studies,
establishing arrangements with third parties for the manufacture of initial
quantities of our product candidates and conducting early-stage clinical trials.
To date, we have not generated any revenue from product sales and have financed
our operations primarily through sales of our equity interests, proceeds from
our collaborations, grant funding and debt financing. Through June 30, 2020, we
raised approximately $388.1 million in gross proceeds from the sale of common
stock, the exercise of stock options, and the sale of Series A, Series B and
Series C convertible preferred units, and had received an aggregate of
$116.4 million in payments from collaboration partners, grant funding and
partially forgivable loans from the State of Connecticut.
We are a clinical-stage company. ARV-110 and ARV-471 are each in a Phase 1/2
clinical trial and our other drug discovery activities are at the research and
preclinical development stages. Our ability to generate revenue from product
sales sufficient to achieve profitability will depend heavily on the successful
development and eventual commercialization of one or more of our product
candidates. Since inception, we have incurred significant operating losses. We
expect to continue to incur significant expenses and increasing operating losses
for at least the next several years. Our net loss was $47.0 million for the six
months ended June 30, 2020, $70.3 million for the year ended December 31, 2019
and $41.5 million for the year ended December 31, 2018. As of June 30, 2020, we
had an accumulated deficit of $419.5 million.
Our total operating expenses were $61.9 million for the six months ended
June 30, 2020, $94.5 million for the year ended December 31, 2019 and
$58.1 million for the year ended December 31, 2018. We anticipate that our
expenses will increase substantially due to costs associated with our
anticipated clinical activities for ARV-110 and ARV-471, development activities
associated with our other product candidates, research activities in oncology,
neurological and other disease areas to expand our pipeline, hiring additional
personnel in research, clinical operations, quality and other functional areas,
increased expenses incurred with contract manufacturing organizations, or CMOs,
to supply us with product for our preclinical studies and clinical trials, as
well as other associated costs including the management of our intellectual
property portfolio.
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We do not expect to generate revenue from sales of any product for many years,
if ever. Accordingly, we will need to obtain substantial additional funding in
connection with our continuing operations. If we are unable to raise capital
when needed or on attractive terms, we could be forced to delay, reduce or
eliminate our research or product development programs or any future
commercialization efforts, or to relinquish valuable rights to our technologies,
future revenue streams, research programs or product candidates or grant
licenses on terms that may not be favorable to us.
Financial Operations Overview
Revenue
To date, we have not generated any revenue from product sales and do not expect
to generate any revenue from the sale of products in the foreseeable future. Our
revenues to date have been generated through research collaboration and license
agreements. Revenue is recognized ratably over our expected performance period
under each agreement. We expect that any revenue for the next several years will
be derived primarily from our current collaboration agreements and any
additional collaborations that we may enter into in the future. To date, we have
not received any royalties under any of the collaboration agreements.
Genentech License Agreement
In September 2015, we entered into an Option and License Agreement with
Genentech, Inc. and F. Hoffmann-La Roche Ltd, collectively referred to as
Genentech, focused on PROTAC targeted protein degrader discovery and research
for target proteins, or Targets, based on our proprietary platform technology,
other than excluded Targets as described below. This collaboration was expanded
in November 2017 through an Amended and Restated Option, License and
Collaboration Agreement, which we refer to as the Restated Genentech Agreement.
Under the Restated Genentech Agreement, Genentech has the right to designate up
to ten Targets for further discovery and research utilizing our PROTAC platform
technology. Genentech may designate as a Target any protein to which a PROTAC
targeted protein degrader, by design, binds to achieve its mechanism of action,
subject to certain exclusions. Genentech also has the right to remove a Target
from the collaboration and substitute a different Target that is not an excluded
Target at any time prior to our commencing research on such Target or in certain
circumstances following commencement of research by us.
At the time we entered into the original agreement with Genentech we received an
upfront payment of $11.0 million, and at the time we entered into the Restated
Genentech Agreement, we received an additional $34.5 million in upfront payments
and expansion target payments. We are eligible to receive up to an aggregate of
$27.5 million in additional expansion target payments if Genentech exercises its
options for all remaining Targets. We are also eligible to receive payments
aggregating up to $44.0 million per Target upon the achievement of specified
development milestones; payments aggregating up to $52.5 million per Target
(assuming approval of two indications) subject to the achievement of specified
regulatory milestones; and payments aggregating up to $60.0 million per PROTAC
targeted protein degrader directed against the applicable Target, subject to the
achievement of specified sales milestones. These milestone payments are subject
to reduction if we do not have a valid patent claim covering the licensed PROTAC
targeted protein degrader at the time the milestone is achieved. We are also
eligible to receive, on net sales of licensed PROTAC targeted protein degraders,
mid-single digit royalties, which may be subject to reductions.
Pfizer Collaboration Agreement
In December 2017, we entered into a Research Collaboration and License Agreement
with Pfizer, Inc., or Pfizer, setting forth our collaboration to identify or
optimize PROTAC targeted protein degraders that mediate for degradation of
Targets, using our proprietary platform technology that are identified in the
agreement or subsequently selected by Pfizer, subject to certain exclusions. We
refer to this agreement as the Pfizer Collaboration Agreement.
Under the Pfizer Collaboration Agreement, Pfizer has designated a number of
initial Targets. For each identified Target, we and Pfizer will conduct a
separate research program pursuant to a research plan. Pfizer may make
substitutions for any of the initial Target candidates, subject to the stage of
research for such Target.
In the year ended December 31, 2018, we received an aggregate of $28.0 million
in upfront payments and certain additional payments under the terms of the
Pfizer Collaboration Agreement. We are also eligible to receive up to an
additional $37.5 million in non-refundable option payments if Pfizer exercises
its options for all Targets under the agreement. In the six months ended
June 30, 2020 and the year ended December 31, 2019, we received an aggregate of
$1.0 million and $4.0 million, respectively, for option and substitution target
payments under the agreement. We are also entitled to receive up
to $225.0 million in development milestone payments and up to $550.0 million in
sales-based milestone payments for all designated Targets under the agreement,
as well as mid- to high-single digit tiered royalties based on sales of PROTAC
targeted protein degrader-related products, which may be subject to reductions.
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Bayer Collaboration Agreement
In June 2019, we entered into a collaboration agreement with Bayer AG, which we
refer to as the Bayer Collaboration Agreement, setting forth our collaboration
to identify or optimize PROTAC targeted protein degraders that mediate for
degradation of Targets, using our proprietary platform technology, that are
selected by Bayer, subject to certain exclusions and limitations. The Bayer
Collaboration Agreement became effective in July 2019.
Under the Bayer Collaboration Agreement, we and Bayer will conduct a research
program pursuant to separate research plans mutually agreed to by us and Bayer
and tailored to each Target selected by Bayer. Bayer may make substitutions for
any such initial Target candidates, subject to certain conditions and based on
the stage of research for such Target. During the term of the Bayer
Collaboration Agreement, we are not permitted, either directly or indirectly, to
design, identify, discover or develop any small molecule
pharmacologically-active agent whose primary mechanism of action is, by design,
directed to the inhibition or degradation of any Target selected or reserved by
Bayer, or grant any license, covenant not to sue or other right to any third
party in the field of human disease under the licensed intellectual property for
the conduct of such activities.
Under the terms of the Bayer Collaboration Agreement, we received an aggregate
upfront non-refundable payment of $17.5 million, plus an additional $1.5 million
in research funding payments. Bayer is committed to fund an additional $10.5
million, of which $3.0 million was received in the six months ended June 30,
2020, in research funding payments through 2022, subject to potential increases
if our costs for research activities exceed the research funding payments
allocated to a Target and certain conditions are met. We are also eligible to
receive up to $197.5 million in development milestone payments and up to $490.0
million in sales-based milestone payments for all designated Targets. In
addition, we are eligible to receive, on net sales of PROTAC targeted protein
degrader-related products, mid-single digit to low-double digit tiered
royalties, which may be subject to reductions.
Operating Expenses
Our operating expenses since inception have consisted solely of research and
development costs and general and administrative costs.
Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our
research activities, including our discovery efforts, and the development of our
product candidates, and include:
• salaries, benefits and other related costs, including stock-based
compensation expense, for personnel engaged in research and development
functions;
• expenses incurred under agreements with third parties, including contract
research organizations and other third parties that conduct research and
preclinical activities on our behalf as well as third parties that
manufacture our product candidates for use in our preclinical studies and
clinical trials;
• costs of outside consultants, including their fees, stock-based
compensation and related travel expenses;
• the costs of laboratory supplies and developing preclinical study and
clinical trial materials;
• facility-related expenses, which include direct depreciation costs of
equipment and allocated expenses for rent and maintenance of facilities and
other operating costs; and
• third-party licensing fees.
We expense research and development costs as incurred.
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We typically use our employee and infrastructure resources across our
development programs, and as such, do not track all our internal research and
development expenses on a program-by-program basis. The following table
summarizes our research and development expenses for our AR program, ER program
and all other platform and exploratory research and development costs:
For the Three Months For the Six Months
Ended June 30, Ended June 30,
(in thousands) 2020 2019 2020 2019
AR program costs $ 5,413 $ 3,093 $ 9,261 $ 5,949
ER program costs 2,570 1,605 6,692 3,399
Other research and development costs 15,433 11,303 29,190 20,843
Total research and development costs $ 23,416 $ 16,001 $ 45,143 $ 30,191
Research and development activities are central to our business model. We expect
that our research and development expenses will continue to increase
substantially for the foreseeable future as we conduct clinical trials for
ARV-110 and ARV-471 and continue to discover and develop additional product
candidates.
We cannot reasonably estimate or determine with certainty the duration and costs
of future clinical trials of ARV-110 and ARV-471 or any other product candidate
we may develop or if, when, or to what extent we will generate revenue from the
commercialization and sale of any product candidate for which we obtain
marketing approval. We may never succeed in obtaining marketing approval for any
product candidate. The successful development and commercialization of our
product candidates is highly uncertain. This is due to the numerous risks and
uncertainties associated with developing drugs, including the uncertainty of:
• successful completion of preclinical studies;
• successful initiation of clinical trials;
• successful patient enrollment in and completion of clinical trials;
• receipt and related terms of marketing approvals from applicable regulatory
authorities;
• obtaining and maintaining patent and trade secret protection and regulatory
exclusivity for our product candidates;
• making arrangements with third-party manufacturers, or establishing
manufacturing capabilities, for both clinical and commercial supplies of
our product candidates;
• establishing sales, marketing and distribution capabilities and launching
commercial sales of our products, if and when approved, whether alone or in
collaboration with others;
• acceptance of our products, if and when approved, by patients, the medical
community and third-party payors;
• obtaining and maintaining third-party coverage and adequate reimbursement;
• maintaining a continued acceptable safety profile of the products following
approval; and
• effectively competing with other therapies.
A change in the outcome of any of these variables with respect to the
development of a product candidate could mean a significant change in the costs
and timing associated with the development of that product candidate. For
example, if the U.S. Food and Drug Administration, or FDA, or another regulatory
authority were to require us to conduct clinical trials beyond those that we
anticipate will be required for the completion of clinical development of a
product candidate, or if we experience significant delays in our clinical trials
due to patient enrollment or other reasons, we would be required to expend
significant additional financial resources and time on the completion of
clinical development.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and other
related costs, including stock-based compensation, for personnel in our
executive, finance, business development and administrative functions. General
and administrative expenses also include legal fees relating to intellectual
property and corporate matters; professional fees for accounting, auditing, tax
and consulting services; insurance costs; travel expenses; and facility-related
expenses, which include direct depreciation costs and allocated expenses for
rent and maintenance of facilities and other operating costs.
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We expect that our general and administrative expenses will increase in the
future as we increase our personnel headcount to support increased research and
development activities relating to our product candidates. We also expect to
incur increased expenses associated with being a public company, including costs
of accounting, audit, legal, regulatory and tax-related services associated with
maintaining compliance with Nasdaq and Securities and Exchange Commission
requirements; director and officer insurance costs; and investor and public
relations costs.
Interest Income (Expense)
Interest income consists of interest earned on our cash, cash equivalents and
short-term investments. Interest income has increased in 2020 as we invest our
excess cash from the proceeds of our public offerings. Interest expense consists
of interest paid or accrued on our outstanding debt. Interest expense was
approximately $32,500 and $46,000 for the six months ended June 30, 2020 and
2019, respectively. Interest expense has decreased in 2020 due to one loan being
fully paid off in July 2019.
Income Taxes
Since our inception in 2013, we have not recorded any U.S. federal or state
income tax benefits for the net losses we have incurred in any year or for our
federal earned research and development tax credits, due to our uncertainty of
realizing a benefit from those items. As of December 31, 2019, we had federal
net operating loss carryforwards of $103.5 million, which begin to expire in
2033. As of December 31, 2019, we also had federal and state research and
development tax credit carryforwards of $5.1 million and $2.6 million,
respectively, which begin to expire in 2033 and 2028, respectively.
As of June 30, 2020, Arvinas, Inc. had four wholly owned subsidiaries organized
as C-corporations: Arvinas Operations, Inc., Arvinas Androgen Receptor, Inc.,
Arvinas Estrogen Receptor, Inc., and Arvinas Winchester, Inc. Prior to December
31, 2018, these subsidiaries were separate filers for federal tax purposes. Net
operating loss carryforwards are generated from the C-corporation subsidiaries'
filings. We have provided a valuation allowance against the full amount of the
deferred tax assets since, in the opinion of management, based upon our earnings
history, it is more likely than not that the benefits will not be realized.
Critical Accounting Policies and Use of Estimates
Our management's discussion and analysis of financial condition and results of
operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States. The preparation of our condensed consolidated financial
statements and related disclosures requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities, costs and expenses
and the disclosure of contingent assets and liabilities in our condensed
consolidated financial statements. We base our estimates on historical
experience, known trends and events and various other factors that we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. We evaluate our estimates and
assumptions on an ongoing basis. Our actual results may differ from these
estimates under different assumptions or conditions.
For a discussion of our significant accounting policies and recent accounting
pronouncements, see Note 2 to our condensed consolidated financial statements
appearing elsewhere in this Quarterly Report on Form 10-Q and Note 2 to the
financial statements included in our consolidated financial statements as of
December 31, 2019 and 2018 and for the years then ended included in our Annual
Report on Form 10-K for the year ended December 31, 2019 filed on March 16,
2020.
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Results of Operations
Comparison of Three Months Ended June 30, 2020 and 2019
Revenues
Revenues for the three months ended June 30, 2020 were $5.7 million, as compared
to $4.0 million for the three months ended June 30, 2019. The increase in
revenues of $1.7 million over the prior year is primarily due to the revenues
related to the Bayer Collaboration Agreement, which was initiated in the third
quarter of 2019, and an increase in license and rights to technology fees and
research and development activities related to the Pfizer Collaboration
Agreement.
Research and Development Expenses
Research and development expenses for the three months ended June 30, 2020 were
$23.4 million, compared with $16.0 million for the three months ended June 30,
2019. The increase of $7.4 million was primarily due to an increase in our
continued investment in our platform and exploratory programs of $4.1 million,
expenses related to our AR program of $2.3 million and ER program of $1.0
million. The increase in spending over all of our programs was primarily due to
increased personnel and personnel costs utilized across all of our programs of
$3.3 million. Direct expenses related to our platform and exploratory targets
increased by $0.8 million as we expanded the number of protein targets in the
exploratory phase. Clinical trial and related drug manufacturing costs for our
AR and ER programs increased by $4.0 million in 2020, partially offset by a
decrease in lead optimization and IND-enabling costs for these programs of $0.7
million.
General and Administrative Expenses
General and administrative expenses were $8.8 million for the three months ended
June 30, 2020, compared with $6.4 million for the three months ended June 30,
2019. The increase of $2.4 million was primarily due to an increase of personnel
and facility related costs of $2.2 million, including $1.3 million related to
stock compensation expense.
Other Income (Expenses)
Other income was $1.3 million for each of the three months ended June 30, 2020
and 2019. Other income was primarily related to interest income and refundable
research and development credits from the State of Connecticut.
Comparison of Six Months Ended June 30, 2020 and 2019
Revenues
Revenues for the six months ended June 30, 2020 were $12.0 million, as compared
with $8.0 million for the six months ended June 30, 2019. The increase in
revenues of $4.0 million over the prior year is primarily due to the revenues
related to the Bayer Collaboration Agreement, which was initiated in the third
quarter of 2019, and an increase in license and rights to technology fees and
research and development activities related to the Pfizer Collaboration
Agreement.
Research and Development Expenses
Research and development expenses for the six months ended June 30, 2020 were
$45.1 million, compared with $30.2 million for the six months ended June 30,
2019. The increase of $14.9 million was primarily due to an increase in our
continued investment in our platform and exploratory programs of $8.3 million,
expenses related to our ER program of $3.3 million and AR program of $3.3
million. The increase in spending over all of our programs was primarily due to
increased personnel and personnel costs utilized across all of our programs of
$5.9 million. Direct expenses related to our platform and exploratory targets
increased by $2.4 million as we expanded the number of protein targets in the
exploratory phase. Clinical trial and related drug manufacturing costs for our
AR and ER programs increased by $8.2 million in 2020, partially offset by a
decrease in lead optimization and IND-enabling costs for these programs of $1.6
million.
General and Administrative Expenses
General and administrative expenses were $16.7 million for the six months ended
June 30, 2020, compared with $12.1 million for the six months ended June 30,
2019. The increase of $4.6 million was primarily due to an increase of personnel
and facility related costs of $4.4 million, including $1.8 million related to
stock compensation expense.
Other Income (Expenses)
Other income was $2.9 million for the six months ended June 30, 2020, compared
with $2.7 million for the six months ended June 30, 2019. The increase of $0.2
million was primarily related to an increase in investment income and refundable
research and development credits from the State of Connecticut.
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Liquidity and Capital Resources
Sources of Liquidity
We do not currently have any approved products and have never generated any
revenue from product sales. To date, we have financed our operations primarily
through the sale of equity interests and through payments from collaboration
partners, grant funding and loans from the State of Connecticut. Through
June 30, 2020, we raised approximately $388.1 million in gross proceeds from the
sale of common stock, and Series A, Series B and Series C convertible preferred
units, and had received an aggregate of $116.4 million in payments from
collaboration partners, grant funding and forgivable and partially forgivable
loans from the State of Connecticut. In October 2018, we completed our initial
public offering in which we issued and sold an aggregate of 7,700,482 shares of
common stock, including 200,482 additional shares of common stock upon the
exercise in part by the underwriters of their option to purchase additional
shares at a public offering price of $16.00 per share, for aggregate gross
proceeds of $123.2 million before underwriting discounts and commissions and
expenses. In July 2019, we sold 1,346,313 shares of common stock to Bayer AG for
aggregate gross proceeds of $32.5 million. In November 2019, we completed a
follow-on offering in which we issued 5,227,273 shares of common stock at a
public offering price of $22.00 per share, for aggregate gross proceeds of
$115.0 million before fees and expenses.
Cash Flows
Our cash, cash equivalents and marketable securities totaled $242.7 million as
of June 30, 2020 and $280.9 million as of December 31, 2019. We had outstanding
loan balances of $2.0 million as of June 30, 2020 and December 31, 2019.
The following table summarizes our sources and uses of cash for the period
presented:
For the Six Months
Ended June 30,
(in thousands) 2020 2019
Net cash used in operating activities $ (38,352 ) $ (26,301 )
Net cash provided by investing activities 48,105 34,146
Net cash provided by financing activities 2,630
307
Increase in cash and cash equivalents $ 12,383 $ 8,152
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2020 was
$38.4 million, primarily due to our net loss of $47.0 million, a reduction in
deferred revenue of $8.0 million, and a reduction in accounts payable and
accrued expenses of $2.5 million, partially offset by non-cash charges of $16.3
million and a decrease in other receivables and prepaid expenses of $3.1
million. The reduction in deferred revenue was primarily due to $12.0 million of
revenue recognized in the period, partially offset by $4.0 million in payments
received from collaboration partners. Non-cash charges were primarily stock
compensation expense of $13.9 million and depreciation and amortization of $1.3
million.
Net cash used in operating activities for the six months ended June 30, 2019 was
$26.3 million, primarily due to our net loss of $31.6 million, a reduction in
deferred revenue of $8.0 million, and a decrease in accounts payable and accrued
expenses of $1.4 million, partially offset by non-cash charges of $11.3 million
and the receipt of $2.8 million in collaboration partner payments. The reduction
in deferred revenue was due to revenue recognized in the period. Non-cash
charges were primarily stock compensation expense of $10.5 million and
depreciation and amortization of $0.6 million.
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2020
was $48.1 million, attributable to the maturities and sales of marketable
securities in excess of new purchases of marketable securities of $51.3 million,
partially offset by purchases of property and equipment of $3.2 million.
Net cash provided by investing activities for the six months ended June 30, 2019
was $34.1 million, attributable to the maturities of marketable securities in
excess of new purchases of marketable securities of $37.4 million, partially
offset by purchases of property and equipment of $3.3 million.
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Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2020
of $2.6 million was attributable to the proceeds from the exercise of stock
options.
Net cash provided by financing activities for the six months ended June 30, 2019
of $0.3 million was attributable to the proceeds from the exercise of stock
options, partially offset by payments on our long-term debt.
Funding Requirements
Since our inception, we have incurred significant operating losses. We expect to
continue to incur significant expenses and increasing operating losses for the
foreseeable future as we advance the preclinical and clinical development of our
product candidates. In addition, we expect to continue to incur additional costs
associated with operating as a public company.
Specifically, we anticipate that our expenses will increase substantially if and
as we:
• continue a Phase 1/2 clinical trial of our product candidate, ARV-110, in
men with mCRPC;
• continue a Phase 1/2 clinical trial of our product candidate, ARV-471, in
patients with locally advanced or metastatic ER positive / HER2 negative
breast cancer;
• apply our PROTAC platform to advance additional product candidates into
preclinical and clinical development;
• expand the capabilities of our PROTAC platform;
• seek marketing approvals for any product candidates that successfully
complete clinical trials;
• ultimately establish a sales, marketing and distribution infrastructure and
scale up external manufacturing capabilities to commercialize any products
for which we may obtain marketing approval;
• expand, maintain and protect our intellectual property portfolio;
• hire additional development, including clinical and regulatory, and
scientific personnel; and
• add operational, financial and management information systems and personnel
to support our research, product development and future commercialization
efforts and support our operations as a public company.
As of June 30, 2020, we had $242.7 million in cash, cash equivalents and
marketable securities. We believe that our cash, cash equivalents and marketable
securities as of June 30, 2020 will enable us to fund our planned operating
expenses and capital expenditure requirements into 2022. We have based this
estimate on assumptions that may prove to be wrong, and we could use our capital
resources sooner than we currently expect. Our future capital requirements will
depend on many factors, including:
• the progress, costs and results of our Phase 1/2 clinical trial for ARV-110
and our Phase 1/2 clinical trial for ARV-471 and any future clinical
development of ARV-110 and ARV-471;
• the scope, progress, costs and results of preclinical and clinical
development for our other product candidates and development programs;
• the number of, and development requirements for, other product candidates
that we pursue, including our other oncology and neurodegenerative research
programs;
• the success of our collaborations with Pfizer, Genentech and Bayer;
• the costs, timing and outcome of regulatory review of our product candidates;
• the costs and timing of future commercialization activities, including
product manufacturing, marketing, sales and distribution, for any of our
product candidates for which we receive marketing approval;
• the revenue, if any, received from commercial sales of our product
candidates for which we receive marketing approval;
• the costs and timing of preparing, filing and prosecuting patent
applications, maintaining and enforcing our intellectual property rights
and defending any intellectual property-related claims; and
• our ability to establish collaboration arrangements with other
biotechnology or pharmaceutical companies on favorable terms, if at all,
for the development or commercialization of our product candidates.
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As a result of these anticipated expenditures, we will need to obtain
substantial additional financing in connection with our continuing operations.
Until such time, if ever, as we can generate substantial revenue from product
sales, we expect to finance our cash needs through a combination of equity
offerings, debt financings, collaborations, strategic alliances and marketing,
distribution or licensing arrangements. Although we may receive potential future
payments under our collaborations with Pfizer, Genentech and Bayer, we do not
currently have any committed external source of funds. Adequate additional funds
may not be available to us on acceptable terms, or at all. If we are unable to
raise capital when needed or on attractive terms, we may be required to delay,
limit, reduce or terminate our research, product development programs or any
future commercialization efforts or grant rights to develop and market product
candidates that we would otherwise prefer to develop and market ourselves.
To the extent that we raise additional capital through the sale of equity or
convertible debt securities, our stockholders' ownership interests will be
diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect our stockholders' rights as common
stockholders. Debt financing and preferred equity financing, if available, may
involve agreements that include covenants limiting or restricting our ability to
take specific actions, such as incurring additional debt, making acquisitions or
capital expenditures or declaring dividends.
If we raise additional funds through collaborations, strategic alliances or
marketing, distribution or licensing arrangements with third parties, we may
have to relinquish valuable rights to our technologies, future revenue streams,
research programs or product candidates or grant licenses on terms that may not
be favorable to us.
Borrowings
In August 2013, we entered into a Loan Agreement, or Loan, with Connecticut
Innovations, Incorporated, or CII, the strategic venture capital arm and a
component unit of the State of Connecticut. Under the Loan, we borrowed $750,000
for the purchase of laboratory equipment, information technology equipment and
leasehold improvements. Interest on the Loan was compounded on a monthly basis
at a rate of 7.50% per annum. The Loan provided for monthly, interest-only
payments for ten months. Beginning on June 1, 2015 we were required to make
monthly principal and interest payments through July 31, 2019. We could have
prepaid the amount due at any time without premium or penalty. The Loan was
secured by substantially all of our assets. We paid the loan in full in July
2019. In connection with the issuance of the Loan, we granted CII a warrant to
purchase 33,881 of our Series A convertible preferred units at a purchase price
of $0.6811 per unit, with a seven-year term from the date of issuance. The
warrant was exercised in July 2018.
In January 2014, we entered into an Assistance Agreement with the State of
Connecticut, or the 2014 Assistance Agreement. Under the terms of the 2014
Assistance Agreement, we borrowed $2.5 million. Borrowings under the 2014
Assistance Agreement were forgivable if we maintained a minimum number of
full-time jobs in the State of Connecticut for a minimum period at a minimum
annual salary. Effective in March 2016, the full principal amount under the 2014
Assistance Agreement was forgiven. While borrowings under the 2014 Assistance
Agreement have been forgiven, we remain subject to an ongoing covenant to be
located in the State of Connecticut through January 2024. Upon violation of this
covenant we would be required to repay the full original funding amount of
$2.5 million plus liquidated damages of 7.50%.
In June 2018, we entered into an additional Assistance Agreement with the State
of Connecticut, or the 2018 Assistance Agreement, to provide funding for the
expansion and renovation of laboratory and office space. Under the terms of the
2018 Assistance Agreement, we borrowed from the State of Connecticut the maximum
amount of $2.0 million in September 2018. The funding cannot exceed more than
50% of the total costs of the expansion and renovation. Borrowings under the
2018 Assistance Agreement bear an interest rate of 3.25% per annum and interest
payments are required for the first 60 months from the funding date. Interest
expense related to the Assistance Agreement is expected to be $65,000 annually
for the first five years. Thereafter, the loan begins to fully amortize through
month 120, maturing in September 2028. Up to $1.0 million of the funding can be
forgiven if we meet certain employment conditions. We may be required to prepay
a portion of the loan if the employment conditions are not met. The 2018
Assistance Agreement requires that we be located in the State of Connecticut
through September 2028 with a default penalty of repayment of the full original
funding amount of $2.0 million plus liquidated damages of 7.5% of the total
amount of funding received.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
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Emerging Growth and Smaller Reporting Company Status
We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act of 2012, or the JOBS Act, and a "smaller reporting company," as
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. As
such, we are permitted to and intend to rely on exemptions from certain
disclosure requirements that are applicable to other public companies that are
not similarly situated. As an emerging growth company, the JOBS Act allows us to
delay adoption of new or revised accounting standards applicable to public
companies until such standards are made applicable to private companies.
However, we have irrevocably elected not to avail ourselves of this extended
transition period for complying with new or revised accounting standards and,
therefore, we 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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