The following discussion of the financial condition and results of our
operations should be read in conjunction with the financial statements and the
notes to those statements appearing elsewhere in this Annual Report on Form
10-K.
This section of this Annual Report on Form 10-K generally discusses the fiscal
years ended December 31, 2021 and 2020 items and year to year comparisons
between the fiscal years ended December 31, 2021 and 2020. The discussion around
results of operations for the fiscal year ended December 31, 2019 and a
comparison of our results for the fiscal years ended December 31, 2020 and 2019
is included in Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, of our Annual Report on Form 10-K for
fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021.
Some of the information contained in this discussion and analysis or set forth
elsewhere in this report, including information with respect to our plans and
strategy for our business, includes forward-looking statements that involve
risks and uncertainties. You should read the Risk Factors set forth in Item 1A
of this Annual Report on Form
10-K
for a discussion of important factors that could cause actual results to 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 the discovery, clinical
development and commercialization of innovative, small molecule drugs that
address underserved medical needs primarily in neuropsychiatric and neurological
disorders by targeting intracellular signaling mechanisms within the central
nervous system, or CNS. In December 2019, CAPLYTA (lumateperone) was approved by
the U.S. Food and Drug Administration, or FDA, for the treatment of
schizophrenia in adults (42mg/day) and we initiated the commercial launch of
CAPLYTA in late March 2020. In support of our commercialization efforts, we
employ a national sales force. In December 2021, CAPLYTA was approved by the FDA
for the treatment of bipolar depression in adults (42mg/day). CAPLYTA is the
only
FDA-approved
treatment for depressive episodes associated with bipolar I or II disorder
(bipolar depression) in adults as monotherapy and as adjunctive therapy with
lithium or valproate. We initiated the commercial launch of CAPLYTA for the
treatment of bipolar depression in late December 2021. In support of the
commercial launch of lumateperone for the treatment of bipolar depression, we
have expanded our sales force from approximately 240 sales representatives to
approximately 320 sales representatives. As used in this report, "CAPLYTA"
refers to lumateperone approved by the FDA for the treatment of schizophrenia in
adults and for the treatment of bipolar depression in adults, and "lumateperone"
refers to, where applicable, CAPLYTA as well as lumateperone for the treatment
of indications beyond schizophrenia and bipolar depression.

Lumateperone is in Phase 3 clinical development as a novel treatment for major depressive disorder, or MDD. Patient enrollment in Study 501 and Study 502, our global Phase 3 clinical trials evaluating lumateperone 42 mg as an adjunctive therapy to antidepressants for the treatment of MDD has commenced. We expect to file an sNDA with the FDA for approval of lumateperone as an adjunctive therapy to antidepressants for the treatment of MDD in 2024. In the first quarter of 2020, as part of our lumateperone bipolar depression clinical program, we initiated our third monotherapy Phase 3 study, Study 403, evaluating lumateperone as monotherapy in the treatment of major depressive episodes associated with Bipolar I or Bipolar II disorder. Following the positive results in our adjunctive study that was part of our bipolar depression clinical program, Study 402, we amended Study 403 to evaluate major depressive episodes with mixed features in bipolar disorder in patients with Bipolar I or Bipolar II disorder and mixed features in patients with MDD. We expect to complete Study 403 in the second half of 2022 and following completion we intend to discuss the results with the FDA to determine whether Study 403, as amended, will provide supportive data for a potential future regulatory filing for this indication.

We have also initiated a Phase 3 study evaluating lumateperone for the prevention of relapse in patients with schizophrenia. The study is being conducted in five phases consisting of a screening phase, a 6-week, open-



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label run-in phase
during which all patients will receive 42 mg of lumateperone per day, a
12-week, open-label
stabilization phase during which all patients will receive 42 mg of lumateperone
per day; a double-blind treatment phase 26 weeks in duration during which
patients receive either 42 mg of lumateperone per day or placebo (1:1 ratio) and
a 2-week safety follow-up
phase. This study is being conducted in accordance with our post approval
marketing commitment to the FDA in connection with the approval of CAPLYTA for
the treatment of schizophrenia as is typical for antipsychotics.

Within the lumateperone portfolio, we are also developing a long-acting injectable, or LAI, formulation to provide more treatment options to patients suffering from mental illness. We have completed the preclinical development of an LAI formulation and in December 2020 we initiated a Phase 1 single ascending dose study of lumateperone LAI, a formulation of lumateperone designed to be administered subcutaneously and to maintain therapeutic levels of lumateperone for at least one month. This study is evaluating the pharmacokinetics, safety and tolerability of lumateperone LAI in patients with stable symptoms of schizophrenia. We are now exploring alternate sites of injection with this formulation as well as progressing other formulations. This will assist us in evaluating dosing strategies and formulation for our efficacy studies. The goal of our program is to develop LAI formulations that are effective, safe and well tolerated with treatment durations of one month and longer. Given the encouraging tolerability data to date with oral lumateperone, we believe that an LAI option, in particular, may lend itself to being an important formulation choice for certain patients.



We are developing
ITI-1284-ODT-SL
for the treatment of behavioral disturbances in patients with dementia, the
treatment of dementia-related psychosis and for the treatment of certain
depressive disorders, in the elderly.
ITI-1284-ODT-SL
is a deuterated form of lumateperone, a new molecular entity formulated as an
oral disintegrating tablet for sublingual administration.
ITI-1284-ODT-SL
is formulated as an oral solid dosage form that dissolves almost instantly when
placed under the tongue, allowing for ease of use in the elderly and may be
particularly beneficial for patients who have difficulty swallowing conventional
tablets. Phase 1 single and multiple ascending dose studies in healthy
volunteers and healthy elderly volunteers (> than 65 years of age) evaluated the
safety, tolerability and pharmacokinetics of
ITI-1284-ODT-SL.
In these studies, there were no reported serious adverse events in either age
group. In the elderly cohort, reported adverse events were infrequent with the
most common adverse event being transient dry mouth (mild). Based on these
results, we have initiated our program evaluating
ITI-1284-ODT-SL
for the treatment of agitation in patients with probable Alzheimer's disease. We
are in discussions with the FDA regarding the
non-clinical
toxicological profile of
ITI-1284-ODT-SL.
The FDA has informed us that they do not believe the deuterated and undeuterated
forms of lumateperone are identical. As a result, the
non-clinical
data from lumateperone may not be broadly applied to
ITI-1284-ODT-SL
and we may be required to conduct additional toxicology studies in
non-rodent
species and this could delay the commencement of our clinical program. We expect
to commence clinical conduct in this program in 2022. Additional studies in
dementia-related psychosis, and certain depressive disorders in the elderly are
also planned for 2022.

We have another major program that has yielded a portfolio of compounds that
selectively inhibit the enzyme phosphodiesterase type 1, or PDE1. PDE1 enzymes
are highly active in multiple disease states and our PDE1 inhibitors are
designed to reestablish normal function in these disease states. Abnormal PDE1
activity is associated with cellular proliferation and activation of
inflammatory cells. Our PDE1 inhibitors ameliorate both of these effects in
animal models. We intend to pursue the development of our phosphodiesterase, or
PDE, program, for the treatment of aberrant immune system activation in several
CNS
and non-CNS conditions
with a focus on diseases where excessive PDE1 activity has been demonstrated and
increased inflammation is an important contributor to disease pathogenesis. Our
potential disease targets include heart failure, immune system regulation,
neurodegenerative diseases, cancers and
other non-CNS disorders. Lenrispodun (ITI-214)
is our lead compound in this program. Following the favorable safety and
tolerability results in our Phase 1 program, we initiated our development
program for lenrispodun for Parkinson's disease and commenced patient enrollment
in the third quarter of 2017 in a Phase 1/2 clinical trial of lenrispodun in
patients with Parkinson's disease to evaluate safety and tolerability in this
patient population, as well as motor
and non-motor exploratory
endpoints. In the fourth quarter of 2018, we announced that the Phase 1/2
clinical trial of lenrispodun has been completed

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and topline results demonstrated lenrispodun was generally well-tolerated with a
favorable safety profile and clinical signs consistent with improvements in
motor symptoms and dyskinesias. We have initiated our Phase 2 clinical program
with lenrispodun for Parkinson's disease and expect to commence patient
enrollment in the first half of 2022. In addition, in the second quarter of
2020, we announced topline results from
Study ITI-214-104, a
Phase 1/2 translational study of single ascending doses of lenrispodun in
patients with chronic systolic heart failure with reduced ejection fraction. In
this study, lenrispodun improved cardiac output by increasing heart
contractility and decreasing vascular resistance. Agents that both increase
heart contractility (inotropism) and decrease vascular resistance (vasodilation)
are called inodilators. Inodilators in current clinical use are associated with
the development of arrhythmias, which are abnormal heart rhythms that when
serious can impair heart function and lead to mortality. Lenrispodun, which acts
through a novel mechanism of action, was not associated with arrhythmias in this
study and was generally well-tolerated in all patients.

We also have a development program with
our ITI-333 compound
as a potential treatment for substance use disorders, pain and psychiatric
comorbidities including depression and anxiety. There is a pressing need to
develop new drugs to treat opioid addiction and safe, effective,
non-addictive
treatments to manage pain.
ITI-333
is a novel compound that uniquely combines activity as an antagonist at
serotonin 5-HT2A receptors
and a partial agonist at µ-opioid receptors. These combined actions support the
potential utility
of ITI-333 in
the treatment of opioid use disorder and associated comorbidities (e.g.,
depression, anxiety, sleep disorders) without opioid-like safety and
tolerability concerns. In December 2020, we initiated a Phase 1 single ascending
dose study evaluating the safety, tolerability and pharmacokinetics of
ITI-333
in healthy volunteers. This study was recently completed and
ITI-333
achieved plasma exposures at or above those required for efficacy and was
generally safe and well-tolerated. We have received a grant from the National
Institute on Drug Abuse under the Helping to End Addiction Long-term Initiative,
or NIH HEAL Initiative, that we expect will fund a significant portion of the
early stage clinical development costs associated with this program.

We have assembled a management team with significant industry experience to lead the commercialization of our product and the discovery, development and potential commercialization of our product candidates. We complement our management team with a group of scientific and clinical advisors that includes recognized experts in the fields of schizophrenia, bipolar depression and other CNS disorders.

COVID-19



In December 2019, a novel strain of
coronavirus, SARS-CoV-2,
which causes coronavirus disease 2019
(COVID-19),
surfaced in Wuhan, China. Since then,
SARS-CoV-2
and
COVID-19
have spread to countries worldwide, including the United States. The
COVID-19
pandemic continues to evolve, and to date has led to the implementation of
various responses, including government-imposed quarantines, travel restrictions
and other public health safety measures. In response to the spread of
SARS-CoV-2
and
COVID-19,
we have instructed the majority of our office-based employees to work from home.
In connection with our commercial launch of CAPLYTA, which is approved by FDA
for the treatment of schizophrenia and bipolar depression in adults, our
commercial organization and sales force and medical organization are having
significantly reduced personal interactions with physicians and customers and
continue to conduct many promotional activities virtually, and elected to cease
in-person
interactions with physicians and customers entirely for some period of time in
the interest of employee and community safety. Even though certain of our sales
force and medical organization are having personal interactions with physicians
and customers, we may have to cease such personal interactions depending on the
COVID-19
situation. In addition, the
COVID-19
situation has resulted in a decrease in the number of patient visits to
healthcare providers. As a result of the
COVID-19
pandemic, or similar pandemics, we may experience disruptions that could
severely impact our business, including our ability to successfully
commercialize our only commercial product, CAPLYTA, in the United States, and
these disruptions could negatively impact our sales of CAPLYTA. Business
interruptions from the current or future pandemics may also adversely impact the
third parties we rely on to sufficiently manufacture CAPLYTA and to produce our
product candidates in quantities we require, which may impair the
commercialization and our research and development activities.

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We conduct clinical trials for our product candidates in many countries,
including the United States, Europe and Russia and may expand to other
geographies. Timely enrollment of, completion of and reporting on our clinical
trials is dependent upon these global clinical trial sites which are, or in the
future may be, adversely affected by
the COVID-19 pandemic
or other pandemics. Some factors from the
COVID-19
pandemic that have or may adversely affect the timing and conduct of our
clinical trials and adversely impact our business generally, include but are not
limited to delays or difficulties in clinical site initiation, patient
enrollment, diversion of healthcare resources away from clinical trials to
pandemic concerns, limitations on travel, regulatory delays and supply chain
disruptions.

In response to
the COVID-19 pandemic,
in March 2020, the FDA announced its intention to temporarily postpone most
inspections of foreign manufacturing facilities and products, as well as routine
surveillance inspections of domestic manufacturing facilities, and it also
provided guidance regarding the conduct of clinical trials, which has been
further updated several times since that time. In
mid-2020,
the FDA noted it was continuing to ensure timely reviews of applications for
medical products during
the COVID-19 pandemic
in line with its user fee performance goals and conducting mission-critical
domestic and foreign inspections to ensure compliance of manufacturing
facilities with FDA quality standards. The FDA subsequently publicized its
development and use of an internal rating system called the
COVID-19
Advisory Rating system, to assist in determining when and where it is safest to
conduct such inspections based on data about the virus's trajectory in a given
country, state and locality and the rules and guidelines that are put in place
by foreign, state and local governments. As of October 2021, FDA is either
continuing to, on
a case-by-case basis,
conduct only "mission-critical" inspections, or, where possible to do so safely,
resuming prioritized domestic inspections, which generally
include pre-approval inspections,
or PAIs. Foreign PAIs that are not deemed mission-critical remain postponed,
while those deemed mission-critical will be considered for inspection on
a case-by-case basis.
FDA will use similar data to inform resumption of other prioritized operations
abroad as it becomes feasible and advisable to do so.

During the global response to the
COVID-19
pandemic, moreover, there have been strategic redeployments of government
resources to priority projects, including FDA and EMA resources and staff, which
could have an impact on the timeline for review and approval of new marketing
applications. Over the course of the pandemic, FDA's new drug review programs
continued to meet key performance goals related to working with applicants and
approving NDAs and NDA supplements, although the agency has also stated that the
uncertainty of the
COVID-19
situation may make it difficult to sustain that level of performance
indefinitely. The FDA may not be able to maintain its normal pace with respect
to new drug applications and delays or setbacks are possible in the future. The
FDA has told industry that it intends to be as transparent as possible about its
workload and performance metrics as the situation evolves, and also that it
intends to communicate proactively with applicants during the review cycle
regarding the need for a
pre-approval
inspection and whether such PAI is considered "mission-critical."

Should FDA determine that a PAI is necessary for approval of an NDA or NDA supplement and such an inspection cannot be completed during the review cycle due to restrictions on travel or other safety protocols, FDA has stated that it generally intends to issue a complete response letter. Further, if there is inadequate information to make a determination on the acceptability of a facility, FDA may defer action on the application until an inspection can be completed. Such decisions will be based on the totality of the information available to the FDA, including considerations of whether it can obtain existing inspection reports from trusted foreign regulatory partners through mutual recognition and confidentiality agreements and/or secure additional records from the applicant, the manufacturing facility, or other inspected entities. Accordingly, FDA has encouraged applicants to effectively communicate with all their facilities and sites to ensure timely responses to any inquiries from FDA for information needed to support its assessment of pending drug applications. FDA has also stated that it is using all available tools and sources of information to support regulatory decisions on NDAs such as the historical compliance status of a manufacturing facility and other risk-benefit considerations pertaining to the proposed new drug product and its manufacturing process and facilities. In addition, whether or not FDA considers a facility inspection to be "mission-critical" involves several factors related to the public health



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benefits of the proposed new drug product, including but not limited to whether the candidate has been granted breakthrough therapy designation and whether the candidate is intended to treat or prevent a serious disease or medical condition for which there is no other appropriate substitute. Regulatory authorities outside the United States, including but not limited to the EMA, may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic.

The COVID-19 pandemic continues to rapidly evolve, and the severity and duration of the pandemic remain uncertain. The extent to which the pandemic impacts our business, including our commercial results, clinical trials, and preclinical studies will depend on future developments, which are highly uncertain.

Results of Operations

The following discussion summarizes the key factors our management believes are necessary for an understanding of our financial statements.

Revenues

Net revenues from product sales consist of sales of CAPLYTA, which was approved by the FDA for the treatment of schizophrenia in adults in December 2019 and for the treatment of bipolar depression in adults in December 2021. We initiated the commercial launch of CAPLYTA in late March 2020. During the years ended December 31, 2021 and 2020, net sales increased from approximately $22.5 million for the year ended December 31, 2020 to approximately $81.7 million for the year ended December 31, 2021. In addition, we had approximately $2.1 million of grant revenues for the year ended December 31, 2021, compared to approximately $0.3 million of grant revenues for the year ended December 31, 2020. We have received and may continue to receive grants from U.S. government agencies and foundations.

We do not expect any revenues that we may generate in the next few years to be significant enough to completely fund our operations.

Expenses

The process of researching, developing and commercializing drugs for human use is lengthy, unpredictable and subject to many risks. We are unable with certainty to estimate either the costs or the timelines in which those costs will be incurred. The costs associated with the commercialization of CAPLYTA will be substantial and will be incurred prior to our generating sufficient revenue to offset these costs. Costs for the clinical development of lumateperone for the treatment of MDD consumes and, together with our anticipated clinical development programs for lenrispodun, will continue to consume a large portion of our current, as well as projected, resources. We intend to pursue other disease indications that lumateperone may address, but there are significant costs associated with pursuing FDA approval for those indications, which would include the cost of additional clinical trials.



Our PDE program has a compound, lenrispodun
(ITI-214),
in Phase 1/2 development. We intend to pursue the development of our PDE
program, including lenrispodun for the treatment of several CNS
and non-CNS
conditions. We have ongoing development programs for lenrispodun for Parkinson's
disease. Our other projects are still in the preclinical stages, and will
require extensive funding not only to complete preclinical testing, but to
commence and complete clinical trials. Expenditures that we incur on these
projects will be subject to availability of funding in addition to the funding
required for the advancement of lumateperone. Any failure or delay in the
advancement of lumateperone could require us to
re-allocate
resources from our other projects to the advancement of lumateperone, which
could have a material adverse impact on the advancement of these other projects
and on our results of operations.

Our operating expenses are comprised of (i) costs of product sales; (ii) research and development expenses; (iii) general and administrative expenses and (iv) selling expenses.



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Costs of product sales are comprised of:



  •   direct costs of formulating, manufacturing and packaging drug product;



     •    overhead costs consisting of labor, share-based compensation, shipping,
          outside inventory management and other miscellaneous operating costs; and



  •   royalty payments on product sales.

Our research and development costs are comprised of:



     •    internal recurring costs, such as costs relating to labor and fringe
          benefits, materials, supplies, facilities and maintenance; and



     •    fees paid to external parties who provide us with contract services, such
          as
          pre-clinical
          testing, manufacturing and related testing, clinical trial activities and
          license milestone payments.

Selling expenses are incurred in three major categories:



  •   salaries and related benefit costs of a dedicated sales force;



  •   sales operation costs; and



  •   marketing and promotion expenses.

General and administrative expenses are incurred in three major categories:



  •   salaries and related benefit costs;



  •   patent, legal, and professional costs; and



  •   office and facilities overhead.


Product sold through December 31, 2021 consisted of drug product that was
previously charged to research and development expense prior to FDA approval of
CAPLYTA and other direct, indirect, and overhead costs required to make final
product for sale. Because the Company's prior policy did not allow for the
capitalization of
pre-approval
product, the cost of drug product sold is lower than it would have been and has
a positive impact on our cost of product sales for the years ended December 31,
2021 and 2020. The Company's reported cost of product sales as a percentage of
product sales, net was 9.8% or approximately $8.0 million for the year ended
December 31, 2021, as compared to 8.4% or approximately $1.9 million for the
year ended December 31, 2020, of which more than half related to royalty
payments accrued to BMS.

We will expect to continue to have this favorable impact on cost of product sales and related product gross margins until our sales of CAPLYTA include drug product that is manufactured entirely after the FDA approval. We are currently unable to estimate how long it will be until we begin selling product entirely manufactured post FDA approval.



We expect that research and development expenses will increase as we proceed
with our clinical trials, increased manufacturing of drug product for clinical
trials
and pre-clinical
development activities. We also expect that our selling, general and
administrative costs will increase from prior periods primarily due to costs
associated with promotional activities to support the commercial sales of
CAPLYTA as well as cost associated with building and maintaining infrastructure,
which will include hiring additional personnel and increasing technological
capabilities. We granted significant shared-based awards in 2020 and 2021. We
expect to continue to grant share-based awards in the future due to our growing
employee base, which will increase our share-based compensation expense in
future periods.

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The following table sets forth our revenues, operating expenses, interest
income, net and income tax expense for the years ended December 31, 2021, 2020
and 2019 (in thousands):

                                           For the Year Ended December 31,
                                         2021            2020            2019
Revenues, net                         $   83,803      $   22,813      $       61
Expenses
Cost of product sales                      8,035           1,895              -
Research and development                  88,845          65,782          89,125

Selling, general and administrative 272,611 186,364 64,948



Total costs & expenses                   369,491         254,041         154,073

Loss from operations                    (285,688 )      (231,228 )      (154,012 )
Interest income, net                       1,568           4,235           6,292
Income tax expense                            (6 )           (13 )            (2 )

Net loss                              $ (284,126 )    $ (227,006 )    $ (147,722 )

Comparison of Years Ended December 31, 2021 and December 31, 2020

Total Revenues, Net

Total revenues, net for the year ended December 31, 2021 were approximately $83.8 million compared to $22.8 million for the year ended December 31, 2020. Net product sales were approximately $81.7 million for the year ended December 31, 2021 and $22.5 million for the year ended December 31, 2020. Net product sales were comprised of sales of CAPLYTA, which was approved by the FDA for the treatment of schizophrenia on December 20, 2019 and became available to wholesalers in March 2020. In addition, revenue from a government grant was approximately $2.1 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively.

Cost of Product Sales

Cost of product sales was approximately $8.0 million and $1.9 million for the years ended December 31, 2021 and 2020, respectively. Cost of product sales consisted primarily of product royalty fees, overhead and direct costs. Product sold through December 31, 2021 consisted of drug product that was previously charged to research and development expense prior to FDA approval of CAPLYTA and other direct, indirect, overhead costs required to make final product for sale. This minimal cost drug product had a positive impact on our cost of product sales and related product gross margins for the years ended December 31, 2021 and 2020.

We will continue to have a lower cost of product sales that excludes the cost of the drug product that was incurred prior to FDA approval until our sales of CAPLYTA include drug product that is entirely manufactured after the FDA approval. We expect that this will be the case for the near-term and as a result, our cost of product sales will be less than we anticipate it will be in future periods.



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Research and Development Expenses



                                            2021         2020
External costs                            $ 53,166     $ 38,791
Internal costs                              35,679       26,991

Total Research and development expenses $ 88,845 $ 65,782 Lumateperone costs

$ 48,633     $ 32,884

Manufacturing costs of drug candidates 4,960 5,585 Share- based compensation

                   11,456        8,415
Other projects and overhead                 23,796       18,898

Total Research and development expenses $ 88,845 $ 65,782





Research and development expenses increased to $88.8 million for the year ended
December 31, 2021 as compared to $65.8 million for the year ended December 31,
2020, representing an increase of approximately $23.0 million, or 35%. This
increase is due primarily to an increase of $15.7 million for lumateperone
clinical trial and other costs, approximately $4.9 million for other projects
and overhead, including the
ITI-1284,
ITI-214,
and
ITI-333
programs, among others, and approximately $3.0 million for share-based
compensation expense. Internal costs increased by approximately $8.7 million for
the period due primarily to labor related costs and share-based compensation.

As the development of lumateperone progresses, we anticipate research and
development costs for lumateperone programs to increase moderately due primarily
to conducting ongoing and planned Phase 3 and other clinical trials relating to
our lumateperone programs in the next several years. We are also required to
complete
non-clinical
testing to obtain FDA approval and manufacture material needed for clinical
trial use, which includes
non-clinical
testing of the drug product and drug product in anticipation of possible
additional FDA approvals of lumateperone for indications beyond schizophrenia
and bipolar depression.

As of December 31, 2021, we employed 67 full time personnel in our research and development group as compared to 43 full time personnel in our research and development group at December 31, 2020. The increase is due primarily to additional personnel for our clinical operations team as we continue our research for our lumateperone and other programs. We expect to hire additional staff as we increase our development efforts and grow our business in the upcoming years.



We currently have several projects, in addition to lumateperone, that are in the
research and development stages. We have used internal resources and incurred
expenses not only in relation to the development of lumateperone, but also in
connection with these additional projects as well, including our PDE program. We
have not, however, reported these costs on a
project-by-project
basis, as these costs are broadly spread among these projects. The external
costs for these projects have been modest and are reflected in the table above
in this section "-
Research and Development Expenses
."

The research and development process necessary to develop a pharmaceutical product for commercialization is subject to extensive regulation by numerous governmental authorities in the United States and other countries. This process typically takes years to complete and requires the expenditure of substantial resources. The steps required before a drug may be marketed in the United States generally include the following:



     •    completion of extensive
          pre-clinical
          laboratory tests, animal studies, and formulation studies in accordance
          with the FDA's Good Laboratory Practice, or GLP, regulations;



     •    submission to the FDA of an Investigational New Drug application, or IND,
          for human clinical testing, which must become effective before human
          clinical trials may begin;



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     •    performance of adequate and well-controlled human clinical trials to
          establish the safety and efficacy of the drug for each proposed
          indication;



     •    submission to the FDA of a New Drug Application, or NDA, after completion
          of all clinical trials;



     •    satisfactory completion of an FDA
          pre-approval
          inspection of the manufacturing facility or facilities at which the
          active pharmaceutical ingredient, or API, and finished drug product are
          produced and tested to assess compliance with current Good Manufacturing
          Practices, or cGMPs;



     •    satisfactory completion of FDA inspections of clinical trial sites to
          assure that data supporting the safety and effectiveness of product
          candidates has been generated in compliance with Good Clinical Practices;
          and



     •    FDA review and approval of the NDA prior to any commercial marketing or
          sale of the drug in the United States.


The successful development of our product candidates and the approval process
requires substantial time, effort and financial resources, and is uncertain and
subject to a number of risks. We cannot be certain that any of our product
candidates will prove to be safe and effective, will meet all of the applicable
regulatory requirements needed to receive and maintain marketing approval, or
will be granted marketing approval on a timely basis, if at all. Data from
pre-clinical
studies and clinical trials are susceptible to varying interpretations that
could delay, limit or prevent regulatory approval or could result in label
warnings related to or recalls of approved products. We, the FDA, or other
regulatory authorities may suspend clinical trials at any time if we or they
believe that the subjects participating in such trials are being exposed to
unacceptable risks or if such regulatory agencies find deficiencies in the
conduct of the trials or other problems with our product candidates. Other risks
associated with our product candidates are described in the section entitled
"Risk Factors" in this Annual Report on
Form 10-K.

Selling, General and Administrative Expenses

Selling, general and administrative costs for the year ended December 31, 2021 were $272.6 million as compared to $186.4 million in the year ended December 31, 2020, which represents an increase of 46%. which was due to an increase in selling costs and an increase in general and administrative expenses as discussed below.

Selling costs were $203.5 million for the year ended December 31, 2021 as compared to $132.5 million in the year ended December 31, 2020, or an increase of 54%. This increase is primarily due to an increase in sales related labor costs of $10.6 million and commercialization costs of $56.6 million. Salaries, bonuses and related benefit costs for our sales and marketing functions for the year ended December 31, 2021 and 2020 constituted approximately 35% and 46%, respectively, of our selling costs. We expect selling costs to increase moderately as we expanded our sales force at the end of 2021 in anticipation of the launch of CAPLYTA for bipolar depression and anticipate increased marketing costs related to that launch.

General and administrative expenses for the year ended December 31, 2021 were $69.1 million in 2021 as compared to $53.9 million for the same period in 2020, an increase of 28%. This increase is due to increases in share based compensation expense of $7.1 million, labor and related expenses of $3.7 million, information technology services of $1.3 million, and the remainder consisting of insurance, professional fees, lease expense, and other administrative expenses. Salaries, bonuses and related benefit costs for our general and administrative functions for the years ended December 31, 2021 and 2020 constituted approximately 57% and 53%, respectively, of our general and administrative costs.



We expect selling, general and administrative costs to increase in 2022 as
compared to the year ended December 31, 2021. We are expanding post approval
marketing, including increased efforts to educate physicians due to the
limitations related to
the COVID-19
virus pandemic and market access efforts as well as our administrative
infrastructure.

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Interest Income

Interest income has decreased to approximately $1.6 million from $4.2 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. This decrease is primarily a result of lower interest rates during 2020 and decreases in cash balances from 2020 to 2021.

Income Taxes

In September 2016, the Company licensed certain intellectual property rights to its wholly-owned subsidiary, ITI Limited, which was formed in the third quarter of 2016. Although the license of intellectual property rights did not result in any gain or loss in the consolidated statements of operations, the transaction generated taxable net income in the United States in 2016. We utilized a portion of our available federal and state net operating loss carryforwards to offset the majority of this net income but incurred approximately $1.1 million of AMT related to intercompany transactions that were treated as tax expense in our consolidated statement of operations in 2016. On December 22, 2017, the "Tax Cuts and Jobs Act," or TCJA, granted a refund of the AMT or a reduction of taxes in future periods. The Company has therefore recognized a benefit of approximately $1.1 million for these taxes in 2017. The Company received approximately $0.6 million in 2019 and the remainder in 2020.

Liquidity and Capital Resources

Through December 31, 2021, we provided funds for our operations by obtaining a total of approximately $1.6 billion of cash primarily through public and private offerings of our common stock and other securities, grants from government agencies and foundations and payments received under a terminated license and collaboration agreement. In the year ended December 31, 2021, we have collected approximately $87.3 million from product sales, which we believe will increase going forward. We do not believe that grant revenue will be a significant source of funding in the near future.



As of December 31, 2021, we had a total of approximately $413.7 million in cash
and cash equivalents and
available-for-sale
investment securities, including $1.4 million in restricted cash, and
approximately $53.4 million of short-term liabilities consisting entirely of
liabilities from operations, including approximately $6.7 million of short-term
lease obligations. In the year ended December 31, 2021, we spent approximately
$348.8 million in cash for operations and equipment. We have sources of cash
which included $87.3 million of collected product sales and $1.6 million of
interest income, resulting in net cash used in operations of $259.9 million. The
use of cash was primarily for selling and marketing costs in connection with our
commercial launch of CAPLYTA, conducting clinical trials and
non-clinical
testing, product manufacturing, and funding recurring operating expenses.

In January 2022, we completed an underwritten public offering of shares of our common stock resulting in net proceeds to us of approximately $433.7 million, after deducting underwriting discounts and commissions and offering expenses.

Based on our current operating plans, we expect that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the filing date of this Annual Report. During that time, we expect that our expenses will increase substantially due primarily to our commercialization activities and related infrastructure expansion in connection with the commercialization of CAPLYTA for the treatment of schizophrenia and for the treatment of bipolar depression; the development of lumateperone in our late stage clinical programs; the development of our other product candidates, including lenrispodun; the continuation of manufacturing activities for anticipated future sales of product and in connection with the development of lumateperone; and general operations.

For 2022, we expect to spend up to $500 million primarily related to the marketing and commercialization of CAPLYTA, lumateperone clinical development including clinical trial conduct, regulatory activities,



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manufacturing and inventory production, expansion of our administrative
infrastructure and other development activities. Our other development
activities will include efforts related to our
ITI-1284,
lenrispodun
and ITI-333
programs, among others. However,
the COVID-19
pandemic may negatively impact our commercialization of CAPLYTA, our ability to
complete our ongoing or planned nonclinical and clinical trials, our ability to
obtain approval of any product candidates from the FDA or other regulatory
authorities, and our workforce and therefore our research, development and
commercialization activities. This may ultimately have a material adverse effect
on our liquidity, although we are unable to make any prediction with certainty
given the rapidly changing nature of the pandemic and governmental and other
responses to it.

We may require significant additional financing in the future to continue to
fund our operations. We believe that we have the funding in place to
commercialize CAPLYTA in patients with schizophrenia and bipolar depression. We
also plan to fund additional clinical trials of lumateperone for the treatment
of depressive disorders and other CNS disorders; preclinical and clinical
development of our
ITI-007
long acting injectable development program; additional clinical trials of
lumateperone; clinical development of
ITI-1284,
continued clinical development of our PDE product candidates, including
lenrispodun; research and preclinical development of our other product
candidates; and the continuation of manufacturing activities in connection with
the development of lumateperone. We may require additional funds for further
development of lumateperone in patients with depressive disorders and other
indications, and for development of our other product candidates. We have
incurred losses in every year since inception with the exception of 2011, when
we received an
up-front
fee and a milestone payment related to a license agreement that has been
terminated. These losses have resulted in significant cash used in operations.

In the year ended December 31, 2021, we spent approximately $348.8 million in cash for operations and equipment. We have sources of cash which included $87.3 million of collected product sales and $1.6 million of interest income, resulting in net cash used in operations of $259.9 million. While we have several research and development programs underway, the lumateperone program has advanced the furthest and will continue to consume increasing amounts of cash for conducting clinical trials and the testing and manufacturing of product material. As we continue to conduct the activities necessary to pursue FDA approval of lumateperone beyond schizophrenia and bipolar depression and our other product candidates, as well as commercialization efforts, we expect the amount of cash to be used to fund operations to increase over the next several years.



We seek to balance the level of cash, cash equivalents and investments on hand
with our projected needs and to allow us to withstand periods of uncertainty
relative to the availability of funding on favorable terms. Until we can
generate significant revenues from operations, we will need to satisfy our
future cash needs through public or private sales of our equity securities,
sales of debt securities, incurrence of debt from commercial lenders, strategic
collaborations, licensing a portion or all of our product candidates and
technology and, to a lesser extent, grant funding. On August 30, 2019, we filed
a universal shelf registration statement on Form
S-3,
which was declared effective by the SEC on September 12, 2019, on which we
registered for sale up to $350 million of any combination of our common stock,
preferred stock, debt securities, warrants, rights and/or units from time to
time and at prices and on terms that we may determine, which included up to
$75 million of common stock that we could issue and sell from time to time,
through SVB Leerink LLC acting as our sales agent, pursuant to the sale
agreement that we entered into with SVB Leerink on August 29, 2019 for our
"at-the-market"
equity program. In the quarter ended June 30, 2020, we sold 230,000 shares of
common stock under our
"at-the-market"
equity program which resulted in our receiving net proceeds of $5.6 million in
July 2020. In the quarter ended September 30, 2020, we issued an additional
512,791 shares of common stock under our
"at-the-market"
equity program and received approximately $12.3 million of net proceeds. On
September 10, 2020, we terminated the
"at-the-market"
equity program agreement with SVB Leerink LLC. On January 6, 2020, we filed an
automatic shelf registration statement on Form
S-3
with the SEC, which became effective upon filing, on which we registered for
sale an unlimited amount of any combination of its common stock, preferred
stock, debt securities, warrants, rights, and/or units from time to time and at
prices and on terms that we may determine, so long as we continue to satisfy the
requirements of a "well-known seasoned issuer" under SEC rules. These
registration statements will remain in effect for up to three years from the
respective dates they became effective.

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We cannot be sure that future funding will be available to us when we need it on terms that are acceptable to us, or at all. We sell securities and incur debt when the terms of such transactions are deemed favorable to us and as necessary to fund our current and projected cash needs. The amount of funding we raise through sales of our common stock or other securities depends on many factors, including, but not limited to, the magnitude of sales of CAPLYTA, the status and progress of our product development programs, projected cash needs, availability of funding from other sources, our stock price and the status of the capital markets. Due to the volatile nature of the financial markets, equity and debt financing may be difficult to obtain. Additionally, the continued spread of COVID-19 and uncertain market conditions may limit our ability to access any financing. In addition, any unfavorable results in the commercialization of CAPLYTA and unfavorable development or delay in the progress of our lumateperone program could have a material adverse impact on our ability to raise additional capital.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, strategic alliances 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 to grant licenses on terms that may not be favorable to us.



If adequate funds are not available to us on a timely basis, we may be required
to: (1) delay, limit, reduce or terminate nonclinical studies, clinical trials
or other clinical development activities for one or more of our product
candidates, including our lead product candidate lumateperone, lenrispodun, and
our other product candidates; (2) delay, limit, reduce or terminate our
discovery research or
pre-clinical
development activities; (3) enter into licenses or other arrangements with third
parties on terms that may be unfavorable to us or sell, license or relinquish
rights to develop or commercialize our product candidates, technologies or
intellectual property at an earlier stage of development and on less favorable
terms than we would otherwise agree; or (4) limit or reduce commercialization
efforts related to CAPLYTA.

Our cash is maintained in checking accounts, money market accounts, money market mutual funds, U.S. government agency securities, certificates of deposit, commercial paper, corporate notes and corporate bonds at major financial institutions. Due to the current low interest rates available for these instruments, we are earning limited interest income. We do not expect interest income to be a significant source of funding over the next several quarters. In addition, our investment portfolio historically has not been adversely impacted by problems in the credit markets, but there can be no assurance that our investment portfolio will not be adversely affected in the future.

In 2014, we entered into a long-term lease with a related party which, as amended, provided for a lease of 16,753 square feet of useable laboratory and office space located at 430 East 29th Street, New York, New York 10016. Concurrent with this lease, we entered into a license agreement to occupy certain vivarium related space in the same facility for the same term, rent and escalation provisions as the lease. This license has the primary characteristics of a lease and is characterized as a lease in accordance with ASU 2016-02 for accounting purposes. In September 2018, we further amended the lease to obtain an additional 15,534 square feet of office space beginning October 1, 2018 and to extend the term of the lease for previously acquired space. The lease, as amended, has a term of 14.3 years ending in May 2029. In February 2019, we entered into a long-term lease for 3,164 square feet of office space in Towson, Maryland beginning March 1, 2019. The lease has a term of 3.2 years ending in April 2022. On May 17, 2019, we entered into a vehicle fleet lease with a company to acquire motor vehicles for certain employees. The vehicle fleet lease provides for individual leases for the vehicles, which at each lease commencement was determined to qualify for operating lease treatment. We began leasing vehicles under the vehicle fleet lease in March 2020. Restricted cash of $1.4 million on our consolidated balance sheet relates to a letter of credit issued as part of the vehicle fleet lease.



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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses for the periods presented. Judgments must also be made about the disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management makes estimates and exercises judgment in research and development, including clinical trial accruals. Actual results may differ from those estimates and under different assumptions or conditions.

We believe that the following critical accounting policy affects management's more significant judgments and estimates used in the preparation of our financial statements:

Research and Development, Including Clinical Trial Expenses

Except for payments made in advance of services, we expense our research and development costs as incurred. For payments made in advance, we recognize research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel and resources and the costs of clinical trials. Other research and development expenses include preclinical analytical testing, manufacturing of drug product, outside services, providers, materials and consulting fees.

Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, clinical site activations or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be.

As part of the process of preparing our financial statements, we are required to estimate expenses resulting from the obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. Our objective is to reflect the appropriate clinical trial expenses in our financial statements by matching those expenses with the period in which services are performed and efforts are expended. We account for these expenses according to the progress of the clinical trial as measured by subject progression and the timing of various aspects of the trial. We determine accrual estimates through financial models taking into account various clinical information provided by vendors and discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, we adjust our clinical expense recognition if actual results differ from our estimates. We make estimates of our accrued expenses as of each balance sheet date based on the facts and circumstances known to us at that time. Our clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations, clinical sites and other third-party vendors. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low for any particular period. For the year ended December 31, 2021 we had no material change in estimate which related to the prior year estimates of accrued expenses for clinical trials. For the years ended December 31, 2020 and 2019, we recorded a change in estimate of approximately $2.3 million and $5.3 million, respectively, both related to the prior year estimates of accrued expenses for clinical trials that resulted in a reduction of research and development expenses.



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Recently Issued Accounting Pronouncements

We review new accounting standards to determine the expected financial impact, if any, that the adoption of each such standard will have.



In June 2016, the FASB issued ASU
No. 2016-13,
"Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments" ("ASU
2016-13").
This guidance applies to all entities and impacts how entities account for
credit losses for most financial assets and other instruments. For
available-for-sale
debt securities, entities will be required to recognize an allowance for credit
losses rather than a reduction to the carrying value of the asset. For trade
receivables, loans and
held-to-maturity
debt securities, entities will be required to estimate lifetime expected credit
losses. We adopted this standard on January 1, 2020 and evaluated the
implications of the new standard, inclusive of the applicable financial
statement disclosures required, as well as to its internal controls, business
processes, and accounting policies, noting there was no significant impact to
the financial statements as of January 1, 2020 and for the year ended
December 31, 2020.

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