The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and our Annual Report on Form 10-K (Form 10-K) for the year endedDecember 31, 2020 on file with theSEC . Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business, includes forward looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Form 10-Q, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. Overview We are a biopharmaceutical company focused on discovering, developing, and commercializing important new medicines to improve the lives of people with cancer. We are leveraging our proprietary switch-control kinase inhibitor platform and deep expertise in kinase biology to develop a broad portfolio of innovative medicines. We have one approved drug, QINLOCK, which was developed through our proprietary platform. Beyond QINLOCK, we are developing three clinical-stage drug candidates and advancing our research-stage programs. We wholly own QINLOCK and all of our drug candidates with the exception of a development and commercialization out-license agreement for QINLOCK inGreater China . We are preparing for a potential launch of QINLOCK inEurope and we have entered, and intend in the future to enter, into select distributor arrangements to offer QINLOCK in geographies where we do not intend to distribute QINLOCK on our own, such asAustralia andCanada . Recent Developments QINLOCK InMarch 2021 , theChina National Medical Products Administration (NMPA) approved QINLOCK for the treatment of adult patients with advanced GIST who have received prior treatment with three or more kinase inhibitors, including imatinib. InMarch 2021 , theHong Kong Department of Health approved QINLOCK inHong Kong for the treatment of adult patients with advanced GIST who have received prior treatment with imatinib, sunitinib, and regorafenib. We expect to announce top-line results from our pivotal Phase 3 trial in second-line GIST, INTRIGUE, in the fourth quarter of 2021. Additionally, we announced that we are planning to initiate a Phase 1b/2 trial of QINLOCK in combination with binimetinib, a commercially available MEK inhibitor, in patients with post-imatinib GIST, in the fourth quarter of 2021. Rebastinib Rebastinib is currently in clinical development for the treatment of multiple solid tumors in combination with chemotherapy in two Phase 1b/2 trials, one with paclitaxel and one with carboplatin. The Phase 1b/2 trial of rebastinib in combination with paclitaxel is a two-part, open-label, multicenter study assessing the safety, tolerability, anti-tumor activity, and pharmacokinetics of rebastinib in patients with advanced or metastatic solid tumors. As previously announced, in Part 2 of the trial of rebastinib in combination with paclitaxel, designed as a Simon 2-stage design, we observed the required number of responses in Part 2, Stage 1 in both the endometrial and platinum-resistant ovarian cancer (PROC) cohorts, triggering the expansion of enrollment in these cohorts. We expect to present updated data from the ongoing Phase 1b/2 trial of rebastinib in combination with paclitaxel in the PROC cohort in the third quarter of 2021 and finalize the pivotal development plan for rebastinib in combination with paclitaxel in the second half of 2021, subject to favorable data and discussions with regulators. InAugust 2021 , we announced that the inflammatory breast cancer and gynecological carcinosarcoma cohorts in Part 2, Stage 1 of the trial of rebastinib in combination with paclitaxel, did not advance to Part 2, Stage 2. Enrollment in these cohorts has been closed. InAugust 2021 , we announced that the platinum-sensitive ovarian cancer cohort in Part 2, Stage 1 of the trial of rebastinib in combination with carboplatin, designed as a Simon 2-stage design, did not advance to Part 2, Stage 2. Enrollment in the trial has been closed. DCC-3116 InJune 2021 , we announced dosing of the first patient in the Phase 1, multicenter, open-label, first-in-human study of DCC-3116. DCC-3116 is an investigational ULK kinase inhibitor designed to inhibit autophagy and is being studied as a single agent and in combination with trametinib, a commercially available MEK inhibitor, in patients with advanced or metastatic 21 -------------------------------------------------------------------------------- Table of Contents tumors with a documented RAS or RAF mutation who have progressed despite standard therapies, or for whom conventional therapy is not considered effective or tolerable, as judged by the investigator. Recent Corporate Update InAugust 2021 , we entered into an agreement with Sprint Bioscience (Sprint) to exclusively in-license worldwide rights to a research-stage program targeting VPS34, a key kinase in the autophagy pathway for the potential treatment of cancer. VPS34 is involved in the endosomal trafficking of cellular cargo targeted for lysosomal degradation in cancer cells. Targeting VPS34 may provide an additional approach to regulating autophagy that is complementary to inhibition of ULK kinase by blocking VPS34-mediated immunosuppression in tumors. Pursuant to the terms of the agreement, we will make an upfront payment of$4.0 million during the third quarter of 2021. Sprint would also be eligible to receive from us up to an additional$273.0 million in potential development and commercial milestone payments as well as tiered percentage royalties ranging from the mid-single-digits to the low-double-digits on the sales of a future drug from the program, if approved. Coronavirus (COVID-19) The full extent to which the COVID-19 pandemic, or the future outbreak of any other highly infectious or contagious diseases, may impact our business, including our preclinical studies, clinical trial operations, or commercialization efforts will depend on continuously changing circumstances, which are highly uncertain and cannot be predicted at this time, such as the duration of such pandemic including future waves of infection, new strains of the virus that causes COVID-19, or the impact of the increasing availability of effective vaccines, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. The ongoing fluidity of this situation precludes any prediction as to the full impact of the COVID-19 pandemic but it could have a material adverse effect on our business, financial condition, and results of operations. The COVID-19 pandemic may also have the effect of heightening the risks to which we are subject, including various aspects of our preclinical studies and ongoing clinical trials, the reliance on third parties in our supply chain for materials and manufacturing of our drug and drug candidates, disruptions in health regulatory agencies' operations globally, the volatility of our common stock, our ability to access capital markets, and our ability to successfully commercialize and generate revenue from QINLOCK. We are continuing to assess the long-term impact of COVID-19 on our business operations in an effort to mitigate interruption to our clinical programs, research efforts, commercialization of QINLOCK, and other business activities and to ensure the safety and well-being of our employees, as well as the physicians and patients participating in our clinical studies. Although COVID-19 infections have decreased in theU.S. and in many countries worldwide from the height of the pandemic, local surges and new waves of infection continue to be reported, in particular as caused by new variants of the virus that causes COVID-19 and the lack of availability of effective vaccines in certain countries or regions, or failure to utilize available vaccines in other geographies. Although some of the restrictions aimed at minimizing the spread of COVID-19 have been and may from time to time be eased or lifted in theU.S. and other countries, in response to local surges and waves of infection, including those caused by the Delta variant, some countries, states, and local governments have maintained or reinstituted these restrictions, or may reinstitute these restrictions from time to time, in response to rising rates of infection. In response to the COVID-19 pandemic, we have implemented precautionary measures to protect the health and safety of our employees, partners, and patients, including encouraging all employees, other than those engaged in laboratory research activities, to work-from-home, and requiring adherence to onsite occupancy limits and appropriate safety measures designed to comply with federal, state, and local guidelines. These safety measures may be eased, lifted, or reinstituted in accordance with updates to such guidelines. Our ability to successfully commercialize and generate revenue from QINLOCK may be adversely affected by the impact of the COVID-19 pandemic. While restrictive safety measures are in place, limited hospital access for non-patients, including our sales personnel, social distancing requirements, and precautionary measures due to COVID-19 may impact the ability of our sales personnel to interact in-person with customers in the same manner as they did before the COVID-19 pandemic. In response, we have implemented a virtual sales model to supplement traditional means of customer engagement. Although some of these restrictions have been, and may continue to be lifted in certain healthcare institutions, the impact of prior and continued COVID-19 related safety measures, and the potential for reimposition of restrictions due to local surges and new waves of infection, including those caused by the Delta variant, may adversely affect the ability of our sales professionals to effectively market QINLOCK to physicians, which may have a negative impact on our sales and our market penetration. In addition, in theU.S. we are utilizing various programs to help patients afford our products, including patient assistance programs for eligible patients. Market disruption and higher levels of unemployment caused by the COVID-19 pandemic may lead to increased utilization of our patient assistance programs, which could reduce revenues. 22 -------------------------------------------------------------------------------- Table of Contents In addition, we continue to actively monitor risks associated with potential interruptions to our clinical studies due to the impact of COVID-19 and are in frequent communication with clinical study sites and contract research organizations (CROs). Some clinical trial sites have maintained or reinstituted restrictions on site visits by sponsors and CROs, initiation of new trials, patient visits, and new patient enrollment as a result of COVID-19. While all of our studies remain open for enrollment, we have provided guidance to our clinical trial sites that new patient enrollment may occur at sites where resources allow these patients to be safely enrolled and closely monitored and enrollment has slowed at, or has been or may in the future be temporarily paused for new patients in some sites. In addition, we continue to work closely with our study sites and CROs to allow for utilization of remote and local assessments, such as televisits, in accordance withU.S. Food and Drug Administration (FDA) guidance, as well as to ensure availability of study drug for patients. While study activities are continuing in the clinical trials we have underway in sites across the globe, and although some of these restrictions have been, and may from time to time, be eased or lifted, we cannot guarantee that COVID-19 precautions, either now or in the future, or the impact of the pandemic, will not directly or indirectly affect the expected timelines for some of our clinical trials. In light of the changing circumstances surrounding the COVID-19 pandemic, the operating environment remains fluid and uncertain, and the full significance of the impact of the COVID-19 outbreak on our business and the duration for which it may have an impact cannot be determined at this time. Components of Our Results of Operations Revenues OnMay 15, 2020 , QINLOCK was approved by the FDA for the treatment of adult patients with advanced GIST who have received prior treatment with three or more kinase inhibitors, including imatinib. Following the FDA approval of QINLOCK, inMay 2020 , we commenced commercial sales of QINLOCK in theU.S. and began generating product revenue. We may generate revenue in the future from a combination of product sales or payments from collaboration, distribution, or any potential additional license agreements that we may enter into with third parties. We expect that our revenue in the foreseeable future will be derived primarily from sales of QINLOCK and, payments, if any, made under the license (the Zai License Agreement) and supply (the Zai Supply Agreement) agreements we entered into with Zai inJune 2019 andFebruary 2020 , respectively, including royalty revenues under the Zai License Agreement following the approvals of QINLOCK in the PRC andHong Kong inMarch 2021 . We cannot provide assurance as to what extent we will generate revenue from the commercialization of QINLOCK or if, when, or to what extent we will generate revenue from the commercialization and sale of our drug candidates for which we receive marketing approval, if any. Additionally, we cannot provide assurance as to the extent of future royalty payments, the timing of future milestone payments, or that we will receive any of these payments at all. We may never succeed in obtaining regulatory approval for any of our drug candidates other than QINLOCK. Product Revenues, Net Following the FDA approval of QINLOCK inMay 2020 , we commenced commercial sales of QINLOCK in theU.S. and began generating product revenue. During the three and six months endedJune 30, 2021 and 2020, our only source of product revenues was from the sales of QINLOCK. Product revenues are recorded net of estimates of variable consideration. Please read Note 2, Revenues, of these consolidated financial statements for further details of the reserves recorded for variable considerations. Collaboration Revenues For the three and six months endedJune 30, 2021 and 2020, collaboration revenues were associated with the Zai License Agreement and Zai Supply Agreement. Zai License Agreement Pursuant to the terms of the Zai License Agreement, we received an upfront cash payment of$20.0 million and became eligible to receive up to$185.0 million in potential development and commercial milestone payments, consisting of up to$50.0 million of development milestones and up to$135.0 million of commercial milestones. In addition, during the term of the Zai License Agreement, Zai will be obligated to pay us tiered percentage royalties ranging from low to high teens on annual net sales of QINLOCK, including certain follow-on compounds (the Licensed Products), inGreater China , subject to adjustments in specified circumstances. Additionally, certain costs we incur associated with the Zai License Agreement are reimbursed by Zai. During the second quarter of 2021, following the approvals of QINLOCK in the PRC andHong Kong inMarch 2021 , we began recognizing royalty revenues under the Zai License Agreement. 23 -------------------------------------------------------------------------------- Table of Contents Zai Supply Agreement Pursuant to the terms of the Zai Supply Agreement, costs we incur for external manufacturing services are reimbursed by Zai. During the second quarter of 2021, following the approvals of QINLOCK in the PRC andHong Kong inMarch 2021 , we began recognizing revenues associated with sales of commercial inventory of QINLOCK under the Zai Supply Agreement. Cost of Sales Our cost of sales includes external costs of producing and distributing inventories that are related to product revenue during the respective period of the associated sales. In addition, shipping and handling costs for product shipments are recorded in cost of sales as incurred. Further, cost of sales includes the external costs of producing and distributing commercial inventories sold under the Zai Supply Agreement. Cost of sales also includes charges related to inventory written down as a result of excess, obsolescence, unmarketability, or other reasons. Cost of sales for newly launched products, such as QINLOCK, will not be significant until the initial pre-launch inventory is depleted, and additional inventory is manufactured and sold. As a result, the gross margin on sales of QINLOCK for the three and six months endedJune 30, 2021 and 2020 was enhanced by sales of the initial pre-launch inventory, and therefore, use of active pharmaceutical ingredients and components that were previously expensed as research and development expenses prior to the launch of QINLOCK. Operating Expenses The successful development and commercialization of our drug and drug candidates is highly uncertain. This is due to the numerous risks and uncertainties, including the following: •continuing to establish sales, marketing, and distribution capabilities to support the commercialization of QINLOCK or our drug candidates, if and when approved, whether alone or in collaboration with others such as Zai, our licensee for QINLOCK inGreater China ; •successful completion of preclinical studies and clinical trials; •receipt and related terms of marketing approvals from applicable regulatory authorities; •acceptance of QINLOCK or our drug candidates, if and when approved, by patients, the medical community, and third-party payors; •developing and implementing marketing and reimbursement strategies; •raising additional funds necessary to complete clinical development of and commercialize QINLOCK and any current or future drug candidates for which we receive approval; •making arrangements with third-party manufacturers, or establishing manufacturing capabilities, for both clinical and commercial supplies of our drug and drug candidates; •maintaining a continued acceptable safety profile of our products following approval; •obtaining and maintaining patent, trade secret, and other intellectual property protection, and regulatory exclusivity for our drug and drug candidates; •protecting and enforcing our rights in our intellectual property portfolio; •effectively competing with other therapies; and •the ability to obtain clearance or approval of companion diagnostic tests, if required, on a timely basis, or at all. A change in the outcome of any of these variables with respect to the commercialization of QINLOCK or the development of our drug or any of our drug candidates would significantly change the costs and timing associated with the commercialization of QINLOCK or development of our drug or that drug candidate. We may never succeed in obtaining regulatory approval for any of our drug candidates other than QINLOCK. 24 -------------------------------------------------------------------------------- Table of Contents Research and Development Expenses Research and development expenses consist primarily of costs incurred for our research activities, including our drug discovery efforts and the development of our drug and drug candidates, which include: •employee-related expenses, including salaries, related benefits, travel, and stock-based compensation expense for employees engaged in research and development functions; •expenses incurred in connection with the preclinical and clinical development of our drug candidates, including under agreements with CROs; •the cost of consultants and contract manufacturing organizations (CMOs) that manufacture drug products for use in our preclinical studies and clinical trials as well as all expenses associated with the pre-launch manufacturing of commercial inventory of QINLOCK prior to FDA approval; and •facilities, depreciation, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance, supplies, and technology-related costs. We expense research and development costs to operations as incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses within our consolidated balance sheets. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Our direct research and development expenses are tracked on a program-by-program basis and consist primarily of external costs, such as fees paid to consultants, central laboratories, contractors, CMOs, and CROs in connection with our preclinical and clinical development activities. We do not allocate employee costs, costs associated with our proprietary switch-control kinase inhibitor platform technology, or facility expenses, including depreciation or other indirect costs, to specific drug or drug candidate development programs because these costs are deployed across multiple drug or drug candidate development programs and, as such, are not separately classified. Research and development activities are central to our business model. Drugs and drug candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect research and development costs to increase as our drug and drug candidate development programs progress. However, we do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of our drug and any of our drug candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. Additionally, future commercial and regulatory factors beyond our control will impact our clinical development programs and plans. Selling, General, and Administrative Expenses Selling, general, and administrative expenses consist primarily of salaries and related costs, including stock-based compensation, for personnel in executive, legal, finance, commercial, human resources, and administrative functions. Selling, general, and administrative expenses also include direct and allocated facility- and technology-related costs as well as professional fees for legal, patent, consulting, accounting, and audit services. We anticipate that our selling, general, and administrative expenses will increase as we continue to support the commercialization of QINLOCK in theU.S. , the potential launch of QINLOCK inEurope , if approved, and the establishment of a targeted commercial infrastructure in key European markets. We also anticipate that we will continue to incur accounting, audit, legal, regulatory, compliance, and investor and public relations expenses associated with growth of the business and continued operations as a public company. Other Income (Expense) Interest and Other Income, net Interest income consists of interest earned on our cash, cash equivalents, and marketable securities balances. Other income, net, consists of insignificant amounts of miscellaneous income and expenses unrelated to our core operations. 25 -------------------------------------------------------------------------------- Table of Contents Income Taxes OnOctober 2, 2017 , immediately prior to the completion of our initial public offering (IPO), we engaged in a series of transactions wherebyDeciphera Pharmaceuticals, LLC became a wholly owned subsidiary ofDeciphera Pharmaceuticals, Inc. , aDelaware corporation (the Conversion). Prior to the Conversion, we were treated as a partnership for tax purposes and had not been subject toU.S. federal or state income taxation. Upon the Conversion, we became subject to typical corporateU.S. federal and state income taxation; however, we do not have net operating loss carryforwards from periods prior toOctober 2, 2017 available to offset taxable income earned in future periods in which we will be treated as a corporation. Consistent with our income tax disclosures described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations-Components of Our Results of Operations" in our Form 10-K for the year endedDecember 31, 2020 on file with theSEC , as ofJune 30, 2021 , we have not recorded anyU.S. federal or state income tax benefits for either the net losses we have incurred or our earned research and orphan drug credits, due to the uncertainty of realizing a benefit from those items in the future. Critical Accounting Policies and Significant Judgments and Estimates Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in theU.S. (GAAP). The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures in the consolidated financial statements. We believe that our critical accounting policies that involve the most judgment and complexity are those relating to: •product revenue reserves; •accrued research and development expenses; and •stock-based compensation. Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments, and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected. For a description of our critical accounting policies, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Significant Judgments and Estimates" in our Form 10-K for the year endedDecember 31, 2020 on file with theSEC . There have been no significant changes to our critical accounting policies sinceDecember 31, 2020 . 26 -------------------------------------------------------------------------------- Table of Contents Results of Operations Comparison of the Three and Six Months EndedJune 30, 2021 and 2020 The following table summarizes our results of operations for the three and six months endedJune 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Revenues: Product revenues, net$ 22,048 $ 4,825 $ 42,010 $ 4,825 Collaboration revenues 1,525 2,265 6,719 2,327 Total revenues 23,573 7,090 48,729 7,152 Cost and operating expenses: Cost of sales 1,275 8 1,497 8 Research and development 59,984 46,081 115,665 97,469 Selling, general, and administrative 32,828 29,933 63,575 53,869 Total cost and operating expenses 94,087 76,022 180,737 151,346 Loss from operations (70,514) (68,932) (132,008) (144,194) Other income (expense): Interest and other income, net 81 1,691 277 4,146 Total other income (expense), net 81 1,691 277 4,146 Net loss$ (70,433) $ (67,241) $ (131,731) $ (140,048) Revenues Product Revenues,Net During the three and six months endedJune 30, 2021 and 2020, our only source of product revenues was from the sales of QINLOCK, which commenced in theU.S. inMay 2020 following the FDA approval of QINLOCK onMay 15, 2020 . During the three and six months endedJune 30, 2021 and 2020, net product revenues by geography consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 U.S.$ 20,732 $ 4,825 $ 40,019 $ 4,825 Rest of world 1,316 - 1,991 - Total product revenues, net$ 22,048
For the three and six months endedJune 30, 2021 compared to the same periods in 2020, net product revenues increased$17.2 million and$37.2 million , respectively, primarily due to full quarters of sales inU.S. in the first and second quarters of 2021, as applicable, compared to a partial quarter of sales in theU.S. in the second quarter of 2020. Collaboration Revenues For the three months endedJune 30, 2021 compared to the same period in 2020, collaboration revenues decreased$0.7 million primarily due to the recognition of a$2.0 million development milestone in the second quarter of 2020, partially offset by an increase in revenues under the Zai Supply Agreement and an increase from royalty revenues. During the second quarter of 2021, following the approvals of QINLOCK in the PRC andHong Kong inMarch 2021 , we began recognizing revenues associated with the sales of commercial inventory of QINLOCK under the Zai Supply Agreement and began recognizing royalty revenues under the Zai License Agreement. For the six months endedJune 30, 2021 compared to the same period in 2020, collaboration revenues increased$4.4 million primarily due to an increase in milestone revenues of$3.0 million under the Zai License Agreement. The increase in milestone revenues was due to the recognition of a$5.0 million development milestone in the first quarter of 2021 associated with the approval of QINLOCK for the treatment of adult patients with advanced GIST who have received prior treatment with three or more kinase inhibitors, including imatinib, by theChina NMPA inMarch 2021 , partially offset by the recognition of a$2.0 27 -------------------------------------------------------------------------------- Table of Contents million development milestone in the second quarter of 2020. There were also increased revenues from the Zai Supply Agreement and an increase from royalty revenues. Cost of Sales During the three and six months endedJune 30, 2021 and 2020, cost of sales by type consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Cost of product sales$ 394 $ 8 $ 616 $ 8 Cost of collaboration sales 881 - 881 - Total cost of sales$ 1,275 $ 8 $ 1,497 $ 8 For the three and six months endedJune 30, 2021 compared to the same periods in 2020, cost of sales increased$1.3 million and$1.5 million , respectively, primarily associated with the costs of commercial inventory of QINLOCK sold under the Zai Supply Agreement beginning in the second quarter of 2021 as well as increased product sales of QINLOCK due to full quarters of sales inU.S. in the first and second quarters of 2021, as applicable, compared to a partial quarter of sales in theU.S. in the second quarter of 2020. Cost of sales associated with product sales of QINLOCK was primarily related to packaging, labeling, shipping, and distribution costs. During the six months endedJune 30, 2021 , cost of sales also included a charge of less than$0.1 million for inventory written down as a result of excess, obsolescence, unmarketability, or other reasons. External manufacturing costs associated with QINLOCK inventory prior to FDA approval were previously expensed as research and development expenses and, therefore, are not included in cost of sales during the three and six months endedJune 30, 2021 and 2020. We expect our cost of sales for QINLOCK to increase as a percentage of net sales in future periods as we continue to produce inventory for future sales, which will reflect the full cost of manufacturing, and then sell such inventory. We expect that cost of net product sales in theU.S. will not be significant through at least 2021. 28 -------------------------------------------------------------------------------- Table of Contents Operating Expenses [[Image Removed: dcph-20210630_g2.jpg]][[Image Removed: dcph-20210630_g3.jpg]] Research and Development Expenses QINLOCK For the six months endedJune 30, 2021 compared to the same period in 2020, research and development expenses related to QINLOCK decreased primarily as a result of decreased clinical trial expenses of$8.9 million . Clinical trial expenses for QINLOCK decreased primarily as a result of decreased expenses associated with INTRIGUE, which we initiated inDecember 2018 and for which enrollment was completed inDecember 2020 , and INVICTUS, which we initiated inJanuary 2018 and announced top-line results from inAugust 2019 . In addition, clinical trial expenses decreased due to decreased expenses associated with our ongoing Phase 1 trial of QINLOCK. Vimseltinib For the three and six months endedJune 30, 2021 compared to the same periods in 2020, expenses related to our vimseltinib program increased primarily as a result of increases in clinical trial expenses of$3.1 million and$4.5 million and increases in manufacturing costs of$0.9 million and$1.8 million , respectively. Clinical trial expenses increased primarily due to increased activities associated with our ongoing Phase 1/2 study of vimseltinib to assess the safety, tolerability, pharmacokinetics, and pharmacodynamics in patients with tenosynovial giant cell tumor (TGCT), increased clinical pharmacology study activities, and expenses associated with planning for potential pivotal development of vimseltinib. Manufacturing costs for the vimseltinib program increased as a result of increased activities to support clinical trials. 29 -------------------------------------------------------------------------------- Table of Contents Rebastinib For the three and six months endedJune 30, 2021 compared to the same periods in 2020, expenses related to our rebastinib program decreased primarily as a result of decreases in clinical trial expenses of$0.8 million and$1.9 million , respectively. The decrease in clinical trial expenses was primarily associated with our Phase 1b/2 trial of rebastinib in combination with paclitaxel due to the completion of enrollment of multiple cohorts in the trial, including completion of enrollment in Part 2, Stage 2 of both the endometrial and platinum-resistant ovarian cancer cohorts, as announced inFebruary 2021 . DCC-3116 For the three and six months endedJune 30, 2021 compared to the same periods in 2020, expenses related to our DCC-3116 program were relatively consistent as we completed preclinical studies, submitted our IND, and initiated clinical trials for DCC-3116. For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the changes in expenses were primarily as a result of increased clinical trial expenses of$0.9 million during each comparative period associated with our Phase 1 study of DCC-3116, in connection with which we announced dosing of the first patient inJune 2021 , and increased manufacturing costs of$0.2 million and$0.5 million , respectively, to support our Phase 1 study of DCC-3116, partially offset by decreased preclinical activities, including IND-enabling studies, of$1.0 million and$1.7 million , respectively. Preclinical For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the increases in preclinical costs of$1.7 million and$3.3 million , respectively, were associated with increased activities for our early-stage drug discovery programs. Unallocated Expenses For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the increases in unallocated research and development expenses were related to personnel-related and other research and development costs. For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the increases in personnel-related costs, including increases in stock-based compensation expense of$0.3 million and$2.0 million , respectively, were primarily due to an increase in headcount in our research and development functions. The increases in stock-based compensation expense were partially offset by$1.3 million of expenses related to the achievement of the vesting event associated with performance-based restricted stock units during the three and six months endedJune 30, 2020 . Increases in other research and development costs were primarily due to increased costs for temporary staffing of$1.3 million and$2.4 million , respectively, and increased technology-related costs to support our research and development functions as well as increases in facility-related expenses associated with a lease at our headquarters that commenced inJuly 2020 . We expect research and development expenses will increase in the second half 2021 as compared to the first half of 2021 as we continue to invest in the development of our clinical pipeline. Selling, General, and Administrative Expenses For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the increases in selling, general, and administrative expenses were primarily related to personnel-related costs and professional and consultant fees. For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the increases in personnel-related costs, including increases in stock-based compensation of$1.5 million and$3.9 million , respectively, were primarily a result of increases in headcount in our selling, general, and administrative functions. The increases in professional and consultant fees were primarily due to an increase in various advisory fees, including those related to establishing a targeted commercial infrastructure in key European markets to support a potential launch of QINLOCK inEurope , if approved. We expect selling, general, and administrative expenses will increase in the second half of 2021 as compared to the first half of 2021 as we continue to execute on the commercialization of QINLOCK in theU.S. and prepare for a potential commercial launch inEurope , if approved. Interest and Other Income, Net For the three and six months endedJune 30, 2021 compared to the same periods in 2020, the decreases in interest and other income, net, were primarily due to decreases in interest income earned on our cash equivalents and marketable securities associated with a decreased balance of our investment holdings and holding a greater proportion of lower yield investments. 30 -------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resources Since our inception in 2003, we have focused substantially all of our efforts and financial resources on organizing and staffing our company, business planning, raising capital, developing product and technology rights, conducting research and development activities for our drug candidates, building a commercial and marketing organization, and commercializing our first approved product, QINLOCK. Our only product approved for sale is QINLOCK and we have not generated sufficient revenues to result in a profit. As a result, we have incurred significant operating losses since our inception. We have generated limited revenue to date primarily from our product sales and license and supply agreements with Zai. OnMay 15, 2020 , QINLOCK was approved by the FDA for the treatment of adult patients with advanced GIST who have received prior treatment with three or more kinase inhibitors, including imatinib. Following the FDA approval of QINLOCK, inMay 2020 , we commenced commercial sales of QINLOCK in theU.S. and began generating product revenue. During the three and six months endedJune 30, 2021 and 2020, our product revenues were primarily derived from sales of QINLOCK in theU.S. In addition toU.S. sales, we generate product revenue in select geographies where we do not currently intend to distribute QINLOCK on our own through exclusive distributor arrangements. During the second quarter of 2021, following the approvals of QINLOCK in the PRC andHong Kong inMarch 2021 , we also began to recognize royalty revenues under the Zai License Agreement. However, we cannot provide assurance as to what extent we will generate revenue from the commercialization of QINLOCK by us or our partners. We do not expect to generate revenue from sales of any drug candidates in the near future, if at all, unless and until we obtain marketing approval for, and begin to sell, such drug candidates. We may never generate revenues that are significant enough to achieve profitability. OnOctober 2, 2017 , we completed an initial public offering (IPO) of our common stock. SinceOctober 2017 , we have primarily supported our operations by completing issuances of our common stock through our IPO, subsequent follow-on offerings, and an Open Market Sale Agreement? (the Sales Agreement) withJefferies LLC (Jefferies). Through such issuances, we have issued and sold 29,669,386 shares of our common stock resulting in net proceeds of$956.5 million after deducting underwriting discounts and commissions and other offering expenses. InAugust 2020 , we entered into the Sales Agreement with Jefferies, pursuant to which we may issue and sell shares of our common stock having aggregate offering proceeds of up to$200.0 million (the Shares) from time to time through Jefferies as our sales agent. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. We may sell the Shares in amounts and at times to be determined by us from time to time subject to the terms and conditions of the Sales Agreement, but we have no obligation to sell any Shares under the Sales Agreement. We or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. As ofJune 30, 2021 , there was$172.5 million available for future issuance under the Sales Agreement. 31 -------------------------------------------------------------------------------- Table of Contents Issuances of our common stock and shares issued pursuant to the underwriters' partial or full exercises of options to purchase additional shares of common stock, if applicable, associated with our IPO, subsequent follow-on offerings, and issuances of shares pursuant to the Sales Agreement have been summarized in the following table: Shares Issued Pursuant to The
Underwriters' Exercise of Options to
Shares Issued in Offering of Common Stock Purchase Additional Shares of Common Stock (if applicable) Total (in millions, except share Price per and per share amounts) Share¹ Date Shares Issued Net Proceeds² Date Shares Issued Net Proceeds² Shares Issued Net Proceeds² IPO$ 17.00 October 2, 2017 7,500,000$ 114.1 October 4, 2017 666,496 $ 10.5 8,166,496$ 124.6 June 2018 Follow-on Public Offering 40.00June 11, 2018 4,300,000 161.0June 20, 2018 645,000 24.3 4,945,000 185.3 Third Quarter of 2019 Follow-on Public Offering 37.00August 19, 2019 10,810,810 375.4September 3, 2019 1,621,621 56.4 12,432,431 431.8 February 2020 Follow-on Public Offering 55.00February 19, 2020 3,181,818 163.7February 25, 2020 477,272 24.7 3,659,090 188.4 Issuances Pursuant to the Sales Agreement3 Various3 Various3 466,369 26.4 Not applicable 466,369 26.4 Total 29,669,386$ 956.5 1.The price per share presented above represents the price per share at which shares were sold for both the public offering of shares and the underwriters' exercise of options to purchase additional shares, if applicable. 2.Proceeds are presented net of underwriting discounts and commissions and other offering expenses. 3.Information presented above represents the total number of shares of our common stock issued, and total net proceeds from issuances of shares of our common stock, pursuant to the Sales Agreement throughJune 30, 2021 . Shares issued pursuant to the Sales Agreement were sold on multiple days at varying prices. Cash Flows As ofJune 30, 2021 , our principal sources of liquidity were cash, cash equivalents, and marketable securities of$451.0 million . The following table summarizes our sources and uses of cash and cash equivalents for each of the periods presented: Six Months Ended June 30, (in thousands) 2021 2020 Net cash flows used in operating activities$ (119,649) $ (141,214) Net cash flows provided by (used in) investing activities 63,455 (19,441) Net cash flows provided by financing activities 11,206 195,781 Net (decrease) increase in cash and cash equivalents$ (44,988) $ 35,126 Operating Activities During the six months endedJune 30, 2021 compared to the same period in 2020, net cash flows used in operating activities decreased$21.6 million , resulting from a decrease in our net loss of$8.3 million , increases in net non-cash charges of$9.9 million , and increases in net cash flows related to changes in our operating assets and liabilities of$3.4 million . Net non-cash charges increased primarily due to an increase in share-based compensation of$5.9 million and an increase in net amortization of premiums on marketable securities of$2.9 million . The increase in net cash flows related to changes in our operating assets and liabilities were generally due to the timing of vendor invoicing and payments, settlement of accounts receivable, and capitalization of inventory. Investing Activities During the six months endedJune 30, 2021 compared to the same period in 2020, net cash flows from investing activities increased$82.9 million , primarily resulting from a decrease in purchases of marketable securities of$606.1 million , partially offset by a decrease in proceeds from sales and maturities of marketable securities of$526.4 million . 32 -------------------------------------------------------------------------------- Table of Contents Financing Activities During the six months endedJune 30, 2021 compared to the same period in 2020, net cash flows provided by financing activities decreased$184.6 million , primarily resulting from a decrease in net proceeds from offerings of our common stock of$180.4 million and a decrease in proceeds from stock option exercises and employee stock purchase plan activity of$4.7 million . Net of underwriting discounts and commissions and other offering costs, the decrease in proceeds from our offerings was due to our issuance inFebruary 2020 of$188.4 million as compared to our issuances under the Sales Agreement during the six months endedJune 30, 2021 of$8.5 million . Funding Requirements Our ability to generate product revenues sufficient to achieve profitability will depend heavily on the successful commercialization of QINLOCK and the development and eventual commercialization of one or more of our drug candidates. Our net loss was$131.7 million for the six months endedJune 30, 2021 and$266.5 million for the year endedDecember 31, 2020 . As ofJune 30, 2021 , we had an accumulated deficit of$886.2 million . We expect to continue to incur significant expenses and operating losses for the foreseeable future. We expect that our expenses and capital requirements will increase in connection with our ongoing activities, particularly as we: •continue to commercialize QINLOCK in theU.S. , and continue to build our global commercial capability as we actively prepare to bring QINLOCK to eligible patients around the world, including inEurope , if approved; •continue with our ongoing pivotal Phase 3 study of QINLOCK in second-line GIST and potentially other areas of GIST treatment; •continue with our ongoing and planned clinical programs for vimseltinib as a potential single agent therapy for the treatment of TGCT, rebastinib as a combination therapy in solid tumor cancers, and DCC-3116, our ULK kinase inhibitor, for the potential treatment of RAS or RAF mutant cancers; •continue research and development and drug discovery activities and initiate additional clinical trials; •seek marketing approval for our drug or any of our drug candidates that successfully complete clinical development; •develop and scale up our capabilities to support our ongoing preclinical activities and clinical trials for our drug candidates and commercialization of any of our drug candidates for which we obtain marketing approval; •maintain, expand, protect, and enforce our intellectual property portfolio; and •expand our operational, financial, and management systems and increase personnel, including to support our clinical development and commercialization efforts and our operations as a public company, including international operations inEurope and other potential geographies. As we continue to seek regulatory approval for our drug and drug candidates, including QINLOCK for the treatment of second-line GIST patients, we expect to incur significant expenses related to our ongoing clinical development efforts and activities related to maintaining and expanding our internal commercialization capability to support product sales, marketing, and distribution except to the extent we enter into a commercialization partnership that covers such expenses. Further, we expect to continue to incur costs associated with operating as a public company. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. We may not be successful in our commercialization of QINLOCK. Even if we are able to generate substantial product sales of QINLOCK, we may not become profitable. Until we become profitable, if ever, we expect to finance our operations primarily through a combination of equity, debt, or other financings, collaborations, strategic alliances, and marketing, distribution, or additional licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. Market volatility resulting from the COVID-19 pandemic or other factors could also adversely impact our ability to access capital as and when needed. If we are unable to raise additional funds through equity or debt financings or other arrangements as, and when, needed, we may be required to significantly delay, limit, reduce, or discontinue our research, product development, or commercialization efforts of our drug or one or more of our drug candidates, or grant rights to develop and market our drug or drug 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, the ownership interest of existing equity holders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of 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, 33 -------------------------------------------------------------------------------- Table of Contents 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 (such as our license agreement with Zai), we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, drugs, or drug candidates, or grant licenses on terms that may not be favorable to us. Because of the numerous risks and uncertainties associated with pharmaceutical product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses and capital requirements or when or if we will be able to achieve or maintain profitability. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations. The timing and amount of our operating expenditures will depend largely on: •the costs and timing of commercialization activities, including product manufacturing, marketing, sales, and distribution, for QINLOCK, including our planned commercial launch of QINLOCK inEurope , if approved, and any of our drug candidates for which we obtain marketing approval; •the timing and progress of preclinical and clinical development activities; •successful enrollment in and completion of clinical trials; •the timing and outcome of regulatory review of our drug and drug candidates; •the success of our commercialization efforts and market acceptance for QINLOCK or any of our future approved drugs; •our ability to establish and manage agreements with third-party manufacturers for clinical supply for our clinical trials and commercial manufacturing; •the terms and timing of any collaboration, license, distribution, or other arrangement, including the terms and timing of any upfront, milestone, and/or royalty payments thereunder; •the legal and patent costs involved in prosecuting patent applications and enforcing patent claims and other intellectual property claims; •the cost to develop companion diagnostics as needed for each of our drug candidates; •addition and retention of key research and development and commercial, including sales and marketing, personnel; and •our efforts to enhance operational, financial, and information management systems and hire additional personnel to support the business. We believe that our cash, cash equivalents, and marketable securities as ofJune 30, 2021 of$451.0 million , together with anticipated product and royalty revenues, but excluding any potential future milestone payments or other payments under our collaboration or license agreements, if any, will enable us to fund our operating expenses and capital expenditure requirements into the first half of 2023. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Contractual Obligations and Commitments As ofJune 30, 2021 , there have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those that were presented in our Form 10-K for the year endedDecember 31, 2020 . Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of theSEC . Recently Issued Accounting Pronouncements Based on our review of recently issued accounting pronouncements, we do not believe there are any such pronouncements that will have a material impact on our financial position or results of operations. 34
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