EFFECTOR THERAPEUTICS, INC. Unless the context otherwise requires, all references in this section to "we," "our," "us" or "eFFECTOR" refer to the business ofeFFECTOR Therapeutics, Inc. prior to the consummation of the Business Combination, which is our business following the consummation of the Business Combination. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with the unaudited condensed financial statements, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the unaudited pro forma condensed combined financial information filed as Exhibits 99.1, 99.2 and 99.3, respectively, to our Current Report on Form 8-K filed with theSEC onAugust 31, 2021 , as amended (the "Super 8-K").
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations or financial condition, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned preclinical studies and planned clinical trials for our product candidates, the timing and likelihood of regulatory filings and approvals for our product candidates, our ability to commercialize our product candidates, if approved, the impact of the COVID-19 pandemic on our business, the potential to develop future product candidates, the potential benefits of strategic collaborations, the timing and likelihood of success, plans and objectives of management for future operations, and future results of anticipated product development efforts, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "expect," "intend," "target," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, "Risk Factors" and in "Risk Factors" in our Super 8-K. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Overview
We are a clinical-stage biopharmaceutical company focused on pioneering the
development of a new class of oncology drugs we refer to as STRIs. Translation
is the process in cells whereby the synthesis of proteins is directed by
information contained in genetic sequences. We utilized our proprietary
selective translation regulation technology platform to internally discover a
portfolio of small molecule STRI product candidates. Our product candidates
target the eIF4F complex and its activating kinase, mitogen-activated protein
interacting kinase ("MNK"). The eIF4F complex is a central node where two of the
most frequently mutated signaling pathways in cancer, the PI3K-AKT and RAS-MEK
pathways, converge to activate the translation of select mRNA into proteins that
are frequent culprits in key disease-driving processes. Inhibition of any one of
these targets simultaneously downregulates multiple disease-driving proteins
before they are synthesized. Each of our product candidates is designed to act
on a single protein that drives the expression of multiple functionally related
proteins, including oncoproteins, immunosuppressive proteins in T cells and
proteins known to drive drug resistance that together control tumor growth,
survival and immune evasion.
On August 25, 2021 , LWAC completed the acquisition of Old eFFECTOR, a private
company, pursuant to the Merger Agreement dated May 26, 2021 . Our principle
operations commenced in 2012 upon incorporation of Old eFFECTOR in the state of
Delaware .
Our lead product candidate, tomivosertib, is an oral small-molecule inhibitor of
MNK that we are developing in combination with inhibitors of anti-PD-(L)1
therapy, for the treatment of patients with solid tumors. In June 2021 , we
initiated dosing in KICKSTART, our randomized Phase 2b clinical trial evaluating
both the frontline extension and frontline cohorts in patients with NSCLC with
PD-(L)1 expression >50% in combination with pembrolizumab. We expect to report
topline data from the frontline extension and frontline cohorts in the first
half of 2022 and second half of 2022, respectively. Our second product
candidate, zotatifin, is an inhibitor of eIF4A, a component of the eIF4F
complex, and is currently being evaluated in a Phase 1/2 clinical trial in
patients with certain solid tumors. We have completed the Phase 1 portion of
this trial and are currently initiating multiple Phase 2a open-label expansion
cohorts in biomarker-selected patients with tumors driven by multiple proteins
shown in our preclinical studies to be downregulated by zotatifin. We are also
conducting a Phase 1b clinical trial evaluating zotatifin as an antiviral agent
against SARS-CoV-2 funded by DARPA . We have entered into a global research
collaboration and license agreement with Pfizer for our earliest stage program,
inhibitors of eIF4E, and Pfizer is currently conducting IND-enabling studies for
this program.
24
-------------------------------------------------------------------------------- Since our inception in 2012 we have devoted substantially all of our resources to raising capital, identifying potential product candidates, establishing our intellectual property portfolio, conducting preclinical studies and clinical trials, establishing arrangements with third parties for the manufacture of our product candidates and related raw materials, and providing general and administrative support for these operations. We do not have any products approved for sale and have not generated any revenue from product sales. As ofSeptember 30, 2021 , we have raised a total of$295.1 million to fund our operations, comprised of aggregate gross proceeds of$150.0 million from the sale and issuance of convertible preferred stock, gross proceeds of$67.0 million from the issuance of common stock in connection with the Business Combination inAugust 2021 ,$42.0 million in collaboration revenue under our research collaboration and license agreement with Pfizer ("Pfizer Agreement"),$35.0 million from loans under credit facilities, and$1.1 million in grant revenue under the a Research Subaward Agreement with The Regents of theUniversity of California , on behalf of itsSan Francisco campus ("UCSF"). Other than with respect to the net income generated as a result of revenue under the Pfizer Agreement generated in 2020, we have incurred significant operating losses since our inception. InApril 2021 , we entered into the Research Subaward Agreement with UCSF, whereby up to$5.0 million in costs are reimbursable for clinical and manufacturing activities performed to determine the effectiveness of zotatifin in the treatment of COVID-19. For the three and nine months endedSeptember 30, 2020 , our net loss and net income for the respective periods was$7.6 million and$20.1 million , and for the three and nine months endedSeptember 30, 2021 , we had a net income and net loss for the respective periods of$8.9 million and$3.3 million . As ofDecember 31, 2020 andSeptember 30, 2021 , we had an accumulated deficit of$136.7 million and$140.0 million , respectively. Substantially all of our operating losses resulted from expenses incurred in connection with the research and development of our product candidates and development programs, and general and administrative costs associated with our operations. We expect to continue to incur significant expenses and losses for at least the next several years. We anticipate our expenses will increase substantially as we continue our development of, seek regulatory approval for and potentially commercialize any approved product candidates, hire additional personnel, protect our intellectual property and incur additional costs associated with being a public company. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies and our expenditures on other research and development activities. As ofSeptember 30, 2021 , we had$54.8 million in cash and cash equivalents. To fund further operations, we will need to raise additional capital. The net proceeds from the Business Combination will not be sufficient for us to complete the clinical development of any of our product candidates or, if applicable, to prepare for commercializing any product candidate which may receive approval from the FDA or comparable foreign regulatory authority. Accordingly, we expect to finance our cash needs through a combination of equity offerings, debt financings, or other capital sources, including potential additional collaborations, licenses, and other similar arrangements. Adequate funding may not be available to us on acceptable terms, if at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce, or terminate our research and development programs or other operations, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. The COVID-19 worldwide pandemic continues to evolve, and we will continue to monitor the COVID-19 situation. To date, we have not experienced material disruptions in our business operations. However, while it is not possible at this time to estimate the impact that COVID-19 could have on our business in the future, particularly as we advance our product candidates through clinical development, the continued spread of COVID-19 and the measures taken by governmental authorities, and any future epidemic disease outbreaks, could: disrupt the supply chain and the manufacture or shipment of drug substances and finished drug products for our product candidates for use in our clinical trials and preclinical studies; delay, limit or prevent our employees and CROs from continuing research and development activities; impede our clinical trial initiation and recruitment and the ability of patients to continue in clinical trials, including the risk that participants enrolled in our clinical trials will contract COVID-19 or other epidemic disease while the clinical trial is ongoing, which could impact the results of the clinical trial, including by increasing the number of observed adverse events; impede testing, monitoring, data collection and analysis and other related activities; any of which could delay our clinical trials and preclinical studies and increase our development costs, and have a material adverse effect on our business, financial condition and results of operations.
Business Combination Transaction
OnAugust 25, 2021 , we completed the previously announced Business Combination pursuant to an Agreement and Plan of Merger datedMay 26, 2021 , among LWAC,LWAC Merger Sub Inc. , and Old eFFECTOR. Upon closing of the business combination, the combined company was renamedeFFECTOR Therapeutics, Inc. (eFFECTOR). Pursuant to the terms of the Agreement and Plan of Merger, our shareholders exchanged their interests in LWAC and Old eFFECTOR for shares of common stock of eFFECTOR. In addition, awards under the our existing equity incentive plans, including the 2013 Plan, continue in full force and effect on the same terms and conditions as were previously applicable to such awards, subject to adjustments to the exercise price and number of shares of common stock issuable upon exercise based on the final exchange ratio calculated in accordance with the Merger Agreement. 25
-------------------------------------------------------------------------------- Gross proceeds from this transaction totaled approximately$67.0 million , which included funds held in LWAC's trust and operating accounts and the completion of a concurrent PIPE Financing in which certain investors agreed to subscribe for and purchased an aggregate of$60.7 million of common stock of eFFECTOR. The shareholders of LWAC approved the transaction onAugust 24, 2021 . The transaction was previously approved by the boards of directors of both LWAC and Old eFFECTOR. The transaction was accounted for as a "reverse recapitalization" in accordance with GAAP. Under the reverse recapitalization model, the business combination was treated as Old eFFECTOR issuing equity for the net assets of LWAC, with no goodwill or intangible assets recorded. Under this method of accounting, LWAC was treated as the "acquired" company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, eFFECTOR stockholders have a majority of the voting power of the combined company, comprise all of the ongoing operations of the combined entity, comprise a majority of the governing body of the combined company, and eFFECTOR senior management comprise all of the senior management of the combined company. Reported results from operations included herein prior to the Business Combination are those of Old eFFECTOR. The shares and corresponding capital amounts and loss per share related to Old eFFECTOR's outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Merger Agreement (1.00 share of Old eFFECTOR for 0.09657 shares of eFFECTOR) (the "Exchange Ratio").The Combined Company's cash on hand after giving effect to these transactions, together with Old eFFECTOR's existing cash and cash equivalents will be used to fund the research and development of our development programs and for working capital and general corporate purposes. We may also use a portion of the remaining net proceeds and our existing cash and cash equivalents to in-license, acquire or invest in complementary businesses, technologies, products or assets. However, we have no current commitments or obligations to do so.
Financial Overview
Revenue
We currently have no products approved for sale, and all revenue generated has been from the Pfizer Agreement along with grant revenue. In the future, we may generate additional revenue from collaboration, grant or license agreements we have entered into, or may enter into, with respect to our product candidates, as well as product sales from any approved product. Our ability to generate product revenues will depend on the successful development and eventual commercialization of our product candidates. If we fail to complete the development of our product candidates in a timely manner or to obtain regulatory approval for our product candidates, our ability to generate future revenue and our results of operations and financial position would be materially adversely affected. Pfizer Agreement InDecember 2019 , we entered into the Pfizer Agreement, to research and develop small molecules that target eIF4E. Pursuant to the Pfizer Agreement, we granted Pfizer a worldwide, exclusive license, with a right to sublicense, under certain of our patents, know-how, and materials to use, develop, manufacture, commercialize, and otherwise exploit compounds or products targeting eIF4E, for any and all indications. Under the agreement, we were responsible for initial research in collaboration with Pfizer, and Pfizer is responsible for all further development of this development program, including submission of an IND and conducting all clinical development and commercialization activities. Pursuant to the Pfizer Agreement, we received an upfront, one-time, non-refundable, non-creditable payment of$15 million dollars from Pfizer. Pfizer was obligated to reimburse us for costs incurred for research performed, up to a specified cap in the low double-digit millions. Upon the achievement of specified development, regulatory and sales milestones, Pfizer will be obligated to pay us up to$480 million dollars in the aggregate, as well as to pay us high single-digit percentage royalties on annual net sales of each licensed product. See "Business of eFFECTOR - Our Collaboration and License Agreements" with the Form 424(b)(3) filed onOctober 5, 2021 , for additional information about this agreement, including with respect to potential payments to us thereunder.
DARPA Grant
InApril 2021 , we entered into a Research Subaward Agreement with UCSF, whereby up to$5.0 million in allowable costs are reimbursable for clinical and manufacturing activities related to zotatifin for the treatment of COVID-19 under theDARPA grant. Under the terms of Research Subaward Agreement, we are obligated to provide financial and technical reports to UCSF on a periodic basis. 26 --------------------------------------------------------------------------------
Operating Expenses
Research and Development Expenses
Research and development expenses primarily consist of costs associated with the preclinical and clinical development of our product candidates. Our research and development expenses include: ? external costs, including: ? expenses incurred under arrangements with third parties, such as CROs and consultants and advisors that perform biology, chemistry, toxicology, clinical and regulatory functions; ? costs related to acquiring and manufacturing preclinical and clinical trial materials, including continued testing such as process validation and stability of drug product; ? costs related to toxicology testing and other research and preclinical studies; and ? costs related to compliance with regulatory requirements and license fees. ? internal costs, including: ? salaries and related overhead expenses, which include stock-based compensation and benefits, for personnel in research and development functions; and ? facilities, depreciation, insurance and other expenses related to research and development. We expense research and development costs as incurred. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received. We track external expenses on a development program and other program specific basis. However, we do not track internal costs on a program specific basis because these costs primarily relate to personnel, facilities and laboratory consumables, which are deployed across multiple programs under development.
The following table summarizes our research and development expenses for the periods indicated (in thousands).
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
External development program expenses:
tomivosertib $ 1,126 $ 2,324 $ 4,732 $ 4,102
zotatifin 1,080 1,890 3,514 4,117
eIF4E - 475 84 3,204
Unallocated internal research and
development expenses:
Personnel related 1,356 951 2,730 2,428
Other 1,460 1,140 2,502 3,380Total research and development expenses $ 5,022 $
6,780$ 13,562 $ 17,231 We expect our research and development expenses to increase substantially for the foreseeable future as we continue the development of our product candidates, particularly as we move into later stages of clinical development which typically cost more. The process of conducting clinical trials and preclinical studies necessary to obtain regulatory approval is costly and time-consuming. We may never succeed in achieving marketing approval for any of our product candidates. At this time, we cannot reasonably estimate the nature, timing or costs of the efforts that will be necessary to complete the remainder of the development of any of our product candidates or the period, if any, in which material net cash inflows from these product candidates may commence. We anticipate we will make determinations as to which product candidates and programs to pursue and how much funding to direct to each product candidate and program on an ongoing basis in response to clinical and preclinical results, regulatory developments, ongoing assessments as to each product candidate's and program's commercial potential, and our ability to enter into collaborations, to the extent we determine the resources or expertise of a collaborator would be beneficial for a given product candidate or program.
Our development costs may vary significantly based on factors such as:
?
per patient trial costs;
?
the number and scope of trials required for approval and preclinical and
IND-enabling studies;
?
the number of sites included in the trials;
?
the length of time required to enroll suitable patients;
27
--------------------------------------------------------------------------------
?
the number of doses that patients receive;
?
the number of patients that participate in the trials;
?
the drop-out or discontinuation rates of patients;
?
the duration of patient follow-up;
?
the extent of reimbursement for the costs of approved therapies used in our
combination trials;
?
potential additional safety monitoring or other studies requested by regulatory
agencies;
?
the number and complexity of procedures, analyses and tests performed during the
trial;
?
the phase of development of the product candidate;
?
the impact of any interruptions to our operations or to those of the third
parties with whom we work due to the ongoing COVID-19 pandemic or any future
epidemics;
?
the efficacy and safety profile of the product candidate; and
?
the extent to which we establish additional collaboration, license or other
arrangements.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation and benefits, and consulting fees for finance, accounting, and human resources functions. Other costs include legal fees relating to patent and corporate matters, insurance, and facility costs not otherwise included in research and development expenses. We expect our general and administrative expenses will increase substantially for the foreseeable future as we increase our administrative headcount to operate as a public company and as we advance our product candidates through clinical development. We also will incur additional expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of theSEC and the Nasdaq listing rules, additional insurance expenses, investor relations activities and other administrative and professional services. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur expenses associated with building a sales and marketing team if we choose to commercialize such product candidates on our own. Other Income (Expense) Interest Income
Interest income consists of interest earned on our cash equivalents.
Interest Expense
Interest expense consists of interest on our outstanding debt facilities. All interest expense in 2020 is related to the outstanding term loans withSilicon Valley Bank ("SVB"). We entered into a new debt facility withOxford Financial LLC ("Oxford") inMarch 2021 . Interest expense recorded in the three months endedSeptember 30, 2021 , consisted of amounts attributable to the Oxford loan, and interest expense recorded in the nine months endedSeptember 30, 2021 , consisted of amounts attributable to the SVB and Oxford loans.
Loss of Debt Extinguishment
InMarch 2021 , we repaid the SVB terms loans using the proceeds from the Oxford term loan. We recorded a loss on debt extinguishment in the amount of$0.5 million in connection with the transaction, which includes the unamortized debt discount and final payment associated with outstanding SVB term loans at the time of extinguishment along with the$0.1 million prepayment fee.
Other Income (Expense)
We issued preferred stock warrants in connection with our SVB and Oxford debt
facilities and assumed private placement warrants in connection with the
Business Combination transaction that are required to be accounted for as
liabilities and remeasured to fair value at each reporting date, with changes in
the fair value reported as a component of other income (expense).
28
--------------------------------------------------------------------------------Change in Fair Value of Earn-Out Liability
We determined that the contingent obligation to issueEarn-Out Shares to existing Old eFFECTOR shareholders is not indexed to our stock under ASC 815-40 and are therefore required to be accounted for as liabilities and remeasured at fair value each reporting period, with changes in fair value reported as a component of other income (expense).
Income Taxes
Income tax expense consists of net income (loss), taxed at federal and state tax rates and adjusted for certain permanent differences. We maintain a valuation allowance against our net deferred tax assets. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate.
Results of Operations
Comparison of the three months ended
The following table sets forth our results of operations for the three months
ended
Period-to-
Three Months Ended September 30, Period
2021 2020 Change
Collaboration revenue $ - $ 574 $ (574 )
Grant revenue 427 - 427
Total revenue 427 574 (147 )
Operating expenses:
Research and development 5,022 6,780 (1,758 )
General and administrative 4,119 1,063 3,056
Total operating expenses 9,141 7,843 1,298
(Loss) income from operations (8,714 ) (7,269 ) (1,445 )
Other income (expense) 17,593 (335 ) 17,928
Income tax expense - (5 ) 5
Net (loss) income $ 8,879 $ (7,609 ) $ 16,488 Collaboration and Grant Revenue
Collaboration revenue was zero and$0.6 million for the three months endedSeptember 30, 2021 and 2020, respectively. Grant revenue was$0.4 million and zero for the three months endedSeptember 30, 2021 and 2020, respectively. The decrease in collaboration revenue during this period is due to the recognition of revenue related to the Pfizer Agreement for the development of eIF4E in 2020 with no such revenues in 2021, and the increase in grant revenue is due to the newDARPA grant agreement with UCSF that was entered into during the second quarter of 2021.
Research and Development Expenses
Research and development expenses were$5.0 million and$6.8 million for the three months endedSeptember 30, 2021 and 2020, respectively. The decrease in research and development expenses during this period of$1.8 million , was primarily due to a$2.5 million decrease in external costs, including$1.2 million less in development of eFT508 due to a food effects study that was occurring during the third quarter of 2020 along with continued activity surrounding the eFT508-010 trial which was completed prior to the third quarter of 2021,$0.8 million less in development of eFT226 due to increased costs in the third quarter of 2020 from upfront costs associated with the eFT226-003 (COVID) trial and higher activity within the eFT226-002 trial as compared to the same period in 2021, and$0.5 million less in the development of eIF4E in 2021 compared to 2020 due to development activities for eIF4E in 2020 under the Pfizer Agreement. Additionally, there was a decrease of$0.5 million in lab, facilities and overhead costs for the period due to removal of lab space at the end of 2020, and$0.2 million less in consultant costs. These decreases were partially offset by a$1.0 million increase in license fees due to a one-time payment made to UCSF in connection with the completion of the Business Combination and a$0.4 million increase in employee related costs directly related to increased stock-based compensation in connection with the Earn-Out Shares issued to option holders as part of the Business Combination.
General and Administrative Expenses
General and administrative expenses were$4.1 million and$1.1 million for the three months endedSeptember 30, 2021 and 2020, respectively. The increase in general and administrative expenses during this period of$3.0 million was related to an increase of$1.9 million increase in personnel-related costs attributable to increased headcount to support public company activities along with 29
-------------------------------------------------------------------------------- increase stock-based compensation, which included$1.3 million for the period associated with the Earn-Out Shares issued to option holders as part of the Business Combination,$0.9 million increase in audit and legal expenses to support public company activities, and$0.2 million increase in other general and administrative costs most directly related to insurance costs.
Other Income (Expense)
Other income was$17.6 million for the three months endedSeptember 30, 2021 and other expense was$0.3 million for the three months endedSeptember 30, 2020 . The increase in other income during this period of$17.9 million was mostly due to the gain on change in fair value of the earn-out liability for the period.
Income Tax Expense
Income tax expense was zero and$5 thousand for the three months endedSeptember 30, 2021 and 2020, respectively. The income tax expense in 2020 was due to the state tax impact of the collaboration revenue recorded for the period which was not applicable for 2021.
Comparison of the nine months ended
The following table sets forth our results of operations for the nine months
ended
Period-to-
Nine Months Ended September 30, Period
2021 2020 Change
Collaboration revenue $ - $ 41,958 $ (41,958 )
Grant revenue 1,119 - 1,119
Total revenue 1,119 41,958 (40,839 )
Operating expenses:
Research and development 13,562 17,231 (3,669 )
General and administrative 7,052 3,289 3,763
Total operating expenses 20,614 20,520 94
(Loss) income from operations (19,495 ) 21,438 (40,933 )
Other income (expense) 16,244 (1,022 ) 17,266
Income tax expense - (351 ) 351
Net (loss) income $ (3,251 ) $ 20,065 $ (23,316 ) Collaboration and Grant Revenue
Collaboration revenue was zero and$42.0 million for the nine months endedSeptember 30, 2021 and 2020, respectively. Grant revenue was$1.1 million and zero for the nine months endedSeptember 30, 2021 and 2020, respectively. The decrease in collaboration revenue during this period is due to the recognition of revenue related to the Pfizer Agreement for the development of eIF4E in 2020 with no such revenues in 2021, and the increase in grant revenue is due to the newDARPA grant agreement with UCSF that was entered into during the second quarter of 2021.
Research and Development Expenses
Research and development expenses were$13.6 million and$17.2 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The decrease in research and development expenses during this period of$3.6 million , was primarily due to a$3.1 million decrease in external costs, including$0.6 million less in development of eFT226 due to higher costs during 2020 associated with upfront costs for the eFT226-003 (COVID) trial and more activity within the eFT226-002 trial as compared to the same period in 2021, and$3.1 million less in the development of eIF4E in 2021 compared to 2020 due to development activities for eIF4E in 2020 under the Pfizer Agreement. These decreases in external costs are partially offset by$0.6 million of increased development costs for eFT508 related mostly to increased safety toxicology activities in 2021. Additionally, there was a decrease of$1.5 million in lab, facilities and overhead costs for the period due to removal of lab space at the end of 2020, and$0.3 million less in consultant costs. These decreases were partially offset by a$1.0 million increase in license fees due to a one-time payment made to UCSF in connection with the completion of the Business Combination and a$0.3 million increase in employee related costs directly related to increased stock-based compensation in connection with the Earn-Out Shares issued to option holders as part of the Business Combination. 30 --------------------------------------------------------------------------------
General and Administrative Expenses
General and administrative expenses were$7.1 million and$3.3 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The increase in general and administrative expenses during this period of$3.8 million was related to an increase of$2.3 million in personnel-related costs attributable to increased headcount to support public company activities along with increase stock-based compensation, which included$1.3 million for the period associated with the Earn-Out Shares issued to option holders as part of the Business Combination,$1.4 million increase in audit and legal expenses to support public company activities, and$0.1 million increase in other general and administrative costs most directly related to insurance costs.
Other Income (Expense)
Other income was$16.2 million for the nine months endedSeptember 30, 2021 and other expense was$1.0 million for the nine months endedSeptember 30, 2020 . The increase in other income during this period of$17.2 million was mostly due to the gain on change in fair value of the earn-out liability for the period.
Income Tax Expense
Income tax expense was zero and$0.4 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The income tax expense in 2020 was due to the state tax impact of the collaboration revenue recorded for the period which was not applicable for 2021.
Liquidity and Capital Resources
Sources of Liquidity
From our inception throughSeptember 30, 2021 , we have raised a total of$295.1 million to fund our operations, comprised of aggregate gross proceeds of$150.0 million from the sale and issuance of convertible preferred stock, gross proceeds of$67.0 million from the issuance of common stock in connection with the Business Combination inAugust 2021 ,$42.0 million in collaboration revenue under our research collaboration and license agreement with Pfizer,$35.0 million from loans under credit facilities, and$1.1 million in grant revenue under the Research Subaward Agreement with UCSF. Prior to the Business Combination, our operations were funded primarily from the issuance of convertible preferred stock and common stock. Upon the closing of the Business Combination inAugust 2021 , we received net proceeds totaling approximately$52.9 million . Our cash and cash equivalents totaled$54.8 million as ofSeptember 30, 2021 . Until required for use in our business, we typically invest our cash in investments that are highly liquid, readily convertible to cash with original maturities of 90 days or less at the date of purchase. We attempt to minimize the risks related to our cash and cash equivalents by maintaining balances in accounts only with accredited financial institutions and, consequently, we do not believe we are subject to unusual credit risk beyond the normal credit risk associated with ordinary commercial banking relationships.
SVB Credit Facility
InAugust 2018 , we entered into a Loan and Security Agreement ("LSA") with SVB, pursuant to which we may borrow up to$20.0 million , issuable in three separate tranches of$7.5 million ("Term Loan A"),$7.5 million ("Term Loan B") and$5.0 million ("Term Loan C"), collectively referred to as the Term Loans. The Term Loan A became available at the effective date of the LSA and we borrowed the$7.5 million under the Term Loan A on that date, receiving the cash proceeds inSeptember 2018 . Term Loan B was immediately available commencing on the effective date of the LSA and ending on the earlier of 1)August 31, 2019 , and 2) the occurrence of an event of default. We borrowed the$7.5 million under Term Loan B inNovember 2018 . Term Loan C was not drawn. The Term Loans had an interest-only period that commenced upon the borrowing of each tranche of the Term Loans with interest due and payable upon the first day of each month. The interest-only period endedAugust 31, 2020 . The Term Loans had a maturity date ofFebruary 1, 2023 . In connection with the LSA, we issued two separate warrants, each to purchase up to 46,970 shares of Series C Preferred Stock at an exercise price of$5.33 per share, toSVB and Life Science Loans II, LLC (life science loan sector of SVB). The number of shares subject to the warrant are dependent on whether Term Loan A, Term Loan B and Term Loan C are drawn. The number of shares subject to each warrant as ofDecember 31, 2020 , was 35,227 in connection with the Term Loan A and Term Loan B. Each warrant was automatically cashless exercised onAugust 25, 2021 , in connection with the completion of the Business Combination, for 16,477 shares of Common Stock. InMarch 2021 , we repaid the SVB Term Loans using the proceeds from Oxford Term A Loans (defined below). The aggregate outstanding principal balance of SVB Term Loans A and B was$11.5 million at the date of repayment. We paid the entire outstanding principal balance, along with a final payment in the amount of$0.8 million (equal to 5.5% of the original aggregate principal amount), a prepayment fee of$0.1 million (equal to 1% of the original aggregate principal amount), and$37,000 of accrued interest. We 31 -------------------------------------------------------------------------------- recorded a loss on debt extinguishment in the amount of$0.5 million in connection with the transaction, which has been recorded in Loss on debt extinguishment on the Statement of Operations for the period. The loss on debt extinguishment includes the unamortized debt discount and final payment associated with Term Loan A and Term Loan B at the time of extinguishment along with the$0.1 million prepayment fee.
Oxford Loan Facility
InMarch 2021 , we entered into a Loan and Security Agreement ("Oxford LSA") with Oxford, pursuant to which we may borrow up to$30.0 million , issuable in two separate tranches of$20.0 million ("Term A Loan") and$10.0 million ("Term B Loan"), collectively referred to as the Oxford Loans. The Term A Loan became available at the effective date of the Oxford LSA and$12.5 million of the proceeds were used to pay off the outstanding SVB Term Loans. The remaining net proceeds from Term A Loan of$7.4 million , after taking into effect specified issuance and legal fees designated within the distribution letter, were distributed inMarch 2021 . Term B Loan will only become available upon achievement of certain clinical development milestones ("Phase II Milestones") and is available until the earlier of (i)May 31, 2022 , (ii) forty-five days after the occurrence of the Phase II Milestones, and (iii) the occurrence of an event of default. The Term A Loan has an interest-only period that commences upon the borrowing with interest due and payable upon the first day of each month. The interest-only period endsMay 1, 2023 , provided that upon the funding of the Term B Loan the end date will be extended toMay 1, 2024 . We are required to make a final payment equal to 5.5% of each funded tranche at maturity, which has been recorded as a debt discount and is being amortized over the term of the debt arrangements. The Oxford Loans have a maturity date ofMarch 18, 2026 . In connection with the Oxford LSA, we issued warrants to purchase a total of 37,575 shares of Series C Preferred Stock at an exercise price of$5.33 per share. The warrants were automatically cashless exercised onAugust 25, 2021 , in connection with the completion of the Business Combination, for 17,575 shares of Common Stock. DARPA Grant InApril 2021 , we entered into a Research Subaward Agreement with UCSF, whereby up to$5.0 million in allowable costs are reimbursable for clinical and manufacturing activities related to zotatifin for the treatment of COVID-19 under theDARPA grant. Under the terms of Research Subaward Agreement, we are obligated to provide financial and technical reports to UCSF on a periodic basis. The subaward can be terminated by either party upon written notice and also in the event thatDARPA suspends or terminates its award to UCSF. As ofSeptember 30, 2021 ,$3.9 million remains reimbursable for future allowable costs under the grant. Funding Requirements As ofSeptember 30, 2021 , we had$54.8 million in cash and cash equivalents. Based upon our current operating plans, we believe that our existing cash and cash equivalents andDARPA grant funding will enable us to fund our operations for at least 12 months from the date of the filing of this Form 10-Q. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect. Furthermore, our operating plans may change and we may need additional funds sooner than planned. Additionally, the process of testing product candidates in clinical trials is costly, and the timing of progress in these trials is uncertain. Our future capital requirements are difficult to forecast and will depend on many factors, including but not limited to: ? the type, number, scope, progress, expansions, results of and timing of clinical trials and preclinical studies of our product candidates which we are pursuing or may choose to pursue in the future; ? the costs, timing and outcome of regulatory review of our product candidates; ? the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights; ? the costs and timing of manufacturing for our product candidates, including commercial manufacturing if any product candidate is approved; ? our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting; ? the costs associated with hiring additional personnel and consultants as our clinical and preclinical activities increase; ? the costs and timing of establishing or securing sales and marketing capabilities if any product candidate is approved; ? our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products ; ? any delays and cost increases that result from the COVID-19 pandemic or future epidemic diseases; 32
-------------------------------------------------------------------------------- ? the terms and timing of establishing and maintaining additional collaborations, licenses and other similar arrangements; and ? the costs associated with any products or technologies that we may in-license or acquire. We have no other committed sources of capital, other than potential additional draw downs under the Oxford facility and the remaining reimbursement under theDARPA grant. Until we can generate a sufficient amount of product revenue to finance our cash requirements, if ever, we expect to finance our future cash needs primarily through equity offerings, debt financings or other capital sources, including potential additional collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other collaborations 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. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our research and development programs or other operations, or grant rights to develop and market product candidates to third parties that we would otherwise prefer to develop and market ourselves. We have prepared cash flow forecasts which indicate that based on our expected operating cash flows, including net proceeds from the Business Combination and PIPE Financing discussed above, there is sufficient cash-on-hand to fund planned operations for at least twelve months from the date that the financial statements for the three and nine months endedSeptember 30, 2021 , are issued.
Public Warrants and Private Placement Warrants
LWAC issued public warrants and private placement warrants (collectively, the Warrants) in its initial public offering inJanuary 2021 . The Warrants will become exercisable beginning onJanuary 12, 2022 . Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the warrants. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of$11.50 per share. The Warrants will become exercisable onJanuary 7, 2022 , which is 12 months from the closing of LWAC's initial public offering . We will use commercially reasonable efforts to maintain the effectiveness of our registration statement and a current prospectus relating to those common shares issuable upon exercise of the warrants until the warrants expire or are redeemed, as specified in the Warrant Agreement, dated onJanuary 7, 2021 , between the Company andContinental Stock Transfer & Trust Company (the "Warrant Agreement"). If the common stock at the time of any exercise of a warrant is not listed on a national securities exchange, we may, at our option, require holders of the warrants who exercise their warrants to do so on a "cashless basis." We are not required to file or maintain in effect a registration statement. In no event will the Company be required to net cash settle any warrant. Once the public warrants and private placement warrants become exercisable, we may redeem the outstanding warrants in whole and not in part at a price of$0.01 per warrant upon a minimum of 30 days' prior written notice of redemption, and, if and only if the last sale price of our common stock equals or exceeds$18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the Warrant holders. The private placement warrants are identical to the public warrants except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company? (ii) they may be exercised by the holders on a cashless basis? and (iii) they are subject to registration rights.
The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.
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--------------------------------------------------------------------------------Cash Flows
The following table sets forth the cash flow from operating, investing and
financing activities for the nine months ended
Nine Months Ended September 30,
2021 2020
Net cash provided by (used in):
Operating activities $ (19,880 ) $ 21,302
Investing activities 601 -
Financing activities 58,831 (392 )
Net increase in cash $ 39,552 $ 20,910 Comparison of the nine months ended
Operating Activities
During the nine months endedSeptember 30, 2021 , net cash used in operating activities was$19.9 million , which resulted from a net loss of$3.3 million adjusted for changes in operating assets and liabilities and non-cash charges. Non-cash charges included$17.8 million from a gain recorded from the change in fair value of the earn-out liability,$0.2 million from a gain recorded from change in fair value of liability-classified warrants,$0.5 million from a loss recorded on debt extinguishment,$2.7 million in stock-based compensation and$0.2 million in non-cash interest expense. Changes in operating assets and liabilities included a$3.2 million increase in prepaid expenses and other assets and other non-current assets related to the payment of public company insurance policies and a$1.1 million increase in accrued expenses primarily related to legal and public company accounting fees, along with the accrued bonus. During the nine months endedSeptember 30, 2020 , net cash provided by operating activities was$21.3 million , which resulted from net income of$20.1 million adjusted for changes in operating assets and liabilities and non-cash charges. Non-cash charges included$0.3 million in stock-based compensation and$0.1 million of depreciation and amortization expense. Changes in operating assets and liabilities included a$0.4 million decrease in prepaid expenses and other assets primarily related to the collection of the$0.2 million receivable recorded for the R&D payroll tax credit refund and an additional$0.2 million reduction in prepaid expenses, an increase in accounts payable of$0.6 million in connection with timing of invoice payments, and a decrease in accrued expenses of$0.4 million primarily related to a reduction in the accrued bonus balance. Investing Activities During the nine months endedSeptember 30, 2021 , net cash provided by investing activities was$0.6 million as a result of proceeds received in connection with the sale of laboratory equipment.
There were no investing activities recorded during the nine months ended
Financing Activities
During the nine months endedSeptember 30, 2021 , net cash provided by financing activities was$58.8 million , which was the result of net proceeds of$19.8 million from the issuance of the Oxford Term A Loans, partially offset by the$13.9 million repayment of the previously outstanding SVB Term A and Term B loans, and net proceeds of$52.9 million as a result of the completion of the Business Combination during the period. During the nine months endedSeptember 30, 2020 , net cash used in financing activities was$0.4 million , which was the result of$0.5 million in term loan repayments during the period, partially offset by$0.1 million in proceeds from the exercise of stock options.
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 under
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--------------------------------------------------------------------------------Critical Accounting Policies and Estimates
TheSEC defines critical accounting policies as those that are, in management's view, important to the portrayal of our financial condition and results of operations and demanding of management's judgment. Management's discussion and analysis of our financial condition and results of operations are based on our unaudited condensed financial statements, which have been prepared in accordance withU.S. generally accepted accounting principles. The preparation of these unaudited condensed financial statements required estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in the unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and share-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be 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. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in Note 2 to our financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical for fully understanding and evaluating our financial condition and results of operations and differ from the significant accounting policies that were disclosed in our audited financial statement for the years-endDecember 31, 2020 and 2019. Policies that are unchanged from those disclosed in our audited financial statements for the years endedDecember 31, 2020 and 2019 are not repeated below.
Public Warrants and Private Placement Warrants
Upon completion of the Business Combination, we assumed public warrants and private placement warrants that were issued by LWAC in connection with their IPO inJanuary 2021 whereby holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. We have concluded that the public warrants are equity-classified. Since the settlement value of the private placement warrants is dependent, in part, on who holds the warrants at the time of settlement, they are not considered indexed to the Company's stock and are therefore recorded as liabilities. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). We estimate the fair value of these warrants using the Black-Scholes option pricing model.
In accordance with the Merger Agreement, 5,000,000 shares are contingently issuable to Old eFFECTOR stockholders and option holders upon the occurrence of the Triggering Event, defined within the Merger Agreement as the date on which the common stock price equals or exceeds$20.00 over at least 20 trading days out of 30 consecutive trading day period for the two-year period following the close date of the Business Combination. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out period using the most reliable information available. We have determined that the contingent obligation to issueEarn-Out Shares to existing Old eFFECTOR shareholders is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to our common stock , and as such liability classification is required. Equity-linked instruments classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). We have determined that the contingent obligation to issueEarn-Out Shares to existing Old eFFECTOR option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event. The fair value of the option holderEarn-Out Shares is recorded as share-based compensation over the derived service period of the Monte Carlo simulation valuation model, recognized in research and development and general and administrative expense in the accompanying statements of operations and comprehensive income (loss).
Stock-Based Compensation Expense
Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight- line basis. We estimate the fair value of stock option grants using the Black-Scholes option-pricing model. We account for stock options granted to non-employees using the fair value approach.
The Black-Scholes option-pricing model requires the use of subjective
assumptions, including the risk- free interest rate, the expected stock price
volatility, the expected term of stock options, and the expected dividend yield.
The fair value of the underlying
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common stock used within the Black-Scholes option-pricing model is based on the
closing price of our common stock on the date of grant. See Note 9 to our
financial statements included elsewhere in this Form 10-Q for information
concerning certain of the specific assumptions we used in applying the
Black-Scholes option pricing model to determine the estimated fair value of our
stock options granted in the three and nine months ended September 30, 2021 and
2020.
Emerging growth company and smaller reporting company status
Following the Business Combination, we qualify as an emerging growth company under the JOBS Act. As such, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We also intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley. We will remain an emerging growth company until the earliest of (i)December 31, 2026 ; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least$1.07 billion ; (iii) the last day of the fiscal year in which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded$700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than$1.0 billion in nonconvertible debt securities during the prior three-year period. We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than$250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than$100.0 million during the most recently completed fiscal year and our voting and non voting common stock held by non-affiliates is less than$700.0 million measured on the last business day of our second fiscal quarter.
Recent Accounting Pronouncements
See Note 2 to our financial statements contained elsewhere in this Form 10-Q for information concerning recent accounting pronouncements.
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