The following discussion and analysis of our financial condition and results of
operations should be read together with our unaudited condensed consolidated
financial statements and related notes thereto appearing elsewhere in this
Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year
ended December 31, 2019, which was filed with the Securities and Exchange
Commission on February 12, 2020.
This Quarterly Report on Form 10-Q contains forward-looking statements that
involve substantial risks and uncertainties. The words "anticipate," "believe,"
"continue" "could," "estimate," "expect," "intend," "may," "might," "plan,"
"potential," "predict," "project," "should," "target," "would," and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. There are a
number of important risks and uncertainties that could cause our actual results
to differ materially from those indicated by forward-looking statements. We may
not actually achieve the plans, intentions or expectations disclosed in our
forward-looking statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have included important factors in the cautionary
statements included in this Quarterly Report on Form 10-Q, particularly in the
section entitled "Risk Factors" in Part II, Item 1A that we believe could cause
actual results or events to differ materially from the forward-looking
statements that we make. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures or investments that we may make.
We are a biopharmaceutical company focused on the discovery, development and
commercialization of innovative therapies for diseases of the eye. Our
innovative mucus-penetrating particle, or MPP, drug delivery technology, which
we refer to as our AMPPLIFY® technology, uses selectively-sized nanoparticles
that each have a proprietary coating. We believe that these two key attributes
enable even distribution of drug particles on mucosal surfaces and significantly
increase drug delivery to target tissues by enhancing mobility of drug particles
through mucus and preventing drug particles from becoming trapped and eliminated
by mucus. We have applied the AMPPLIFY technology to loteprednol etabonate, or
LE, a corticosteroid designed for ocular applications, resulting in the August
2018 approval of INVELTYS® (loteprednol etabonate ophthalmic suspension) 1%, our
topical twice-a-day ocular steroid for the treatment of inflammation and pain
following ocular surgery, by the U.S. Food and Drug Administration, or the FDA,
and the development of our lead product candidate, KPI-121 0.25%, which if
approved we plan to commercialize under the brand name EYSUVISTM (loteprednol
etabonate ophthalmic suspension) 0.25%, for the short-term treatment of the
signs and symptoms of dry eye disease. We commercially launched INVELTYS in
January 2019.
EYSUVIS is our product candidate for patients with dry eye disease utilizing a
two-week course of therapy. In January 2018, we announced topline results from
two completed Phase 3 clinical trials, which we refer to as STRIDE 1 and STRIDE
2 (STRIDE - S hort T erm R elief I n D ry E ye), evaluating the safety and
efficacy of EYSUVIS versus vehicle (placebo) in patients with dry eye
disease. In STRIDE 1, statistical significance was achieved for the primary sign
endpoint of conjunctival hyperemia and the primary symptom endpoint of ocular
discomfort severity change from baseline to day 15 in the intent-to-treat, or
ITT population, in addition, statistical significance was also achieved in
STRIDE 1 for a second pre-specified primary symptom endpoint of ocular
discomfort severity change from baseline to day 15 in patients with more severe
baseline ocular discomfort. In STRIDE 2, statistical significance was achieved
for the primary sign endpoint of conjunctival hyperemia, but statistical
significance was not achieved for the primary symptom endpoint of ocular
discomfort severity. EYSUVIS was generally well tolerated in both STRIDE 1 and
STRIDE 2, with no clinically significant treatment-related adverse events
observed during the course of either trial, and with elevations in interocular
pressure, or IOP, in both trials similar to placebo. Based upon the previous
recommendation of the FDA, we initiated an additional Phase 3 clinical trial,
STRIDE 3, in July 2018. In October 2018, we submitted a New Drug Application, or
NDA, to the FDA for EYSUVIS. In August 2019, we announced that we received a
complete response letter, or CRL, from the FDA indicating that positive efficacy
data from an additional clinical trial would be needed to support a resubmission
of the NDA.
On March 9, 2020, we announced that STRIDE 3 achieved both of its independent
primary endpoints, demonstrating a statistically significant reduction in the
symptom endpoint of ocular discomfort severity, or ODS, from baseline to day 15
compared to vehicle control in both the overall ITT population (p=0.0002) and in
a pre-defined
24
Table of Contents
subgroup of ITT patients with more severe baseline ocular discomfort (p=0.0007),
defined as patients who scored greater than or equal to 68 mm in baseline ocular
discomfort. These data replicate the achievement of both primary symptom
endpoints of STRIDE 1 (p<0.0001 in the overall ITT population and p=0.0008 in
the pre-defined ITT subgroup with more severe ocular discomfort at baseline).
Statistical significance was also achieved in the key secondary endpoint of
conjunctival hyperemia at day 15 in the ITT population (p<0.0001). We believe
this result replicates the achievement of the positive results of STRIDE 1 and
STRIDE 2, where statistical significance was demonstrated for conjunctival
hyperemia at day 15 in the ITT population as a prespecified primary endpoint in
each of those trials. Statistical significance was also achieved for the key
secondary endpoint of ODS at day 8 in the ITT population (p=0.0282), which was
consistent with STRIDE 1 (p=0.0011) and STRIDE 2 (p=0.0408). Significant
improvement was also observed for corneal staining in the ITT population
(p=0.0042), consistent with the result in STRIDE 2 (p=0.0314). Consistent with
STRIDE 1 and STRIDE 2, EYSUVIS was generally well tolerated in STRIDE 3, with no
clinically significant treatment related adverse events observed during the
course of either trial, and with elevations in interocular pressure, or IOP, in
both trials similar to placebo. On April 30, 2020, we resubmitted our NDA with
the positive data from STRIDE 3 and on May 26, 2020 we announced that the FDA
stated that our NDA resubmission was a complete, Class 2 response to the CRL and
set the Prescription Drug User Fee Act, or PDUFA, goal date of October 30, 2020
for the completion of its review of the NDA. If approved, we believe EYSUVIS
could become the preferred first-line prescription therapy for the short-term
treatment of the signs and symptoms of dry eye disease, which will include
treatment of dry eye flares that affect the vast majority of dry eye patients.
INVELTYS is the first and only FDA-approved ocular corticosteroid product with a
twice-a-day dosing regimen for the treatment of post-operative inflammation and
pain. Other approved topical ocular corticosteroid products for this indication
are dosed three or four times a day. In clinical trials, INVELTYS showed
statistical significance in the primary efficacy endpoints of complete
resolution of inflammation at day eight maintained through day 15 with no need
for rescue medication compared to placebo and complete resolution of pain at day
eight maintained through day 15 with no need for rescue medications compared to
placebo.
We are also evaluating other opportunities for MPP nanosuspensions of LE,
compounds in our receptor Tyrosine Kinase Inhibitor program, or rTKI program,
that inhibit the vascular endothelial growth factor, or VEGF, pathway, for the
potential treatment of a number of retinal diseases and novel next-generation
anti-inflammatories designed to exhibit steroid-like anti-inflammatory action
with the goal of eliminating the risk of IOP increase and cataract formation.
INVELTYS received FDA approval under Section 505(b)(2) of the Federal Food, Drug
and Cosmetic Act, or FDCA, which is the pathway we are pursuing for the approval
of EYSUVIS as well. We have retained worldwide commercial rights for INVELTYS
and our current product candidates, including EYSUVIS. Since the FDA approval of
INVELTYS, we have built a commercial infrastructure with our own focused,
specialty sales force which includes 56 territory sales managers, 7 regional
sales leaders, and 3 directors of national accounts. If EYSUVIS is approved by
the FDA, we plan to increase, pending the status of the COVID-19 pandemic, our
sales force from 56 sales representatives to a total of approximately 100 to 125
sales representatives, who will promote both EYSUVIS and INVELTYS. We expect to
commercialize in the United States any of our other product candidates that
receive marketing approval as well. We also expect to explore commercialization
of EYSUVIS for the treatment of dry eye disease in certain markets outside the
United States, including the European Union, or EU, utilizing a variety of
collaboration, distribution and other marketing arrangements with one or more
third parties.
Since the initial public offering of our common stock, or IPO, we have financed
our operations primarily through common stock offerings pursuant to a shelf
registration statement on Form S-3 that was declared effective by the SEC on
August 27, 2018, or the 2018 Shelf Registration, and sales of our common stock
pursuant to a sales agreement, or the 2018 Sales Agreement, with Jefferies, LLC,
or Jefferies, under which we were able to issue and sell, from time to time,
common stock in at-the-market offerings, or the ATM Offering, through Jefferies,
as a sales agent. On March 10, 2020, we notified Jefferies that we were
suspending and terminating the prospectus related to the 2018 Sales Agreement.
Through June 30, 2020, we have issued an aggregate of 30,549,976 shares of
common stock under our 2018 Shelf Registration, including the ATM Offering,
resulting in aggregate gross proceeds to us of $231.7 million.
25
Table of Contents
On May 7, 2020, we filed a shelf registration statement on Form S-3 with the
SEC, which was declared effective on May 19, 2020, or 2020 Shelf Registration.
Under the 2020 Shelf Registration, we may offer and sell up to $350.0 million of
a variety of securities including common stock, preferred stock, warrants,
depositary shares, debt securities or units during the three-year period the
commenced upon the 2020 Shelf Registration becoming effective. In connection
with the filing of the 2020 Shelf Registration, we entered into an amended and
restated sales agreement with Jefferies pursuant to which we may issue and sell,
from time to time, up to an aggregate of $75.0 million of our common stock under
our ATM Offering through Jefferies, as a sales agent. Through June 30, 2020, we
have no issued any shares of common stock under our 2020 Shelf Registration.
We also have an aggregate amount of $75.0 million of indebtedness outstanding
under our credit facility, or the Athyrium Credit Facility, with Athyrium
Opportunities III Acquisition LP, or Athyrium.
Since inception, we have incurred significant losses from operations and
negative cash flows from operations. Our net losses were $45.3 million for the
six months ended June 30, 2020 and $94.3 million for the year ended December 31,
2019. As of June 30, 2020, we had an accumulated deficit of $340.7 million. As
we commercially launched our first product, INVELTYS, in January 2019, we have
had only limited revenues to date from product sales and have financed our
operations primarily through proceeds from our IPO, public common stock
offerings and sales of our common stock under our ATM Offering, private
placements of preferred stock, convertible debt financings, borrowings under
credit facilities and warrants. We have devoted substantially all of our
financial resources and efforts to research and development, including
preclinical studies and clinical trials and engaging in activities to launch and
commercialize INVELTYS. Although we expect to continue to generate revenue from
sales of INVELTYS, there can be no assurance as to the amount or timing of any
such revenue, and we expect to continue to incur significant expenses and
operating losses. Our net losses may fluctuate significantly from
quarter-to-quarter and year-to-year.
Business Impact of COVID-19 Pandemic
The ongoing COVID-19 pandemic, which began in December 2019, has spread
worldwide, causing federal, state and local governments to implement measures to
slow the spread of the pandemic through quarantines, strict travel restrictions
and bans, heightened border scrutiny and other measures. In order to safeguard
the health of our employees, we follow, and will continue to follow,
recommendations from the U.S. Centers for Disease Control and Prevention, as
well as federal, state, and local governments, regarding working-from-home
practices for non-essential employees. As a result, all office-based personnel
have been instructed to work from home, and our laboratory facilities, that
support our early-stage research activities, are being utilized as necessary. In
addition, we previously suspended our sales force from substantially all
in-person interactions with physicians and customers and were limited to
conducting educational and promotional activities virtually. If we suspend all
or some in-person interactions with physicians and customers in the future, we
will again be limited to conducting educational and promotional activities
virtually, which has hampered, and may continue to hamper, our ability to market
INVELTYS and could adversely affect our ability to launch and market EYSUVIS, if
and when approved.
In addition, government restrictions have at times led to moratoria on elective
ocular surgeries in many jurisdictions, which has significantly reduced, and may
in the future continue to significantly reduce, the demand for INVELTYS, which
is indicated for the treatment of inflammation and pain following ocular
surgery. The extent of the impact of COVID-19 on our commercialization efforts
and our operational and financial performance will depend on certain
developments, including the length and severity of this pandemic, impact on our
customers, employees, vendors, and government agencies, all of which are
uncertain and cannot be predicted.
While we believe FDA review of our resubmitted NDA for EYSUVIS remains on track
to be finalized by the PDUFA goal date of October 30, 2020, it is unknown
whether the demands and operational restrictions placed on the FDA by COVID-19
will delay this review. The effects of COVID-19 may also disrupt the
commercialization of EYSUVIS, if approved.
Management is actively monitoring the COVID-19 pandemic and its possible effects
on our financial condition, liquidity, operations, customers, sales force,
contractors, and workforce. For additional information on risks posed by the
COVID-19 pandemic, please see Part II, Item 1A - "Risk Factors" of this
Quarterly Report, including the risk factor
26
Table of Contents
entitled "The ongoing novel coronavirus pandemic and the efforts to prevent its
spread have adversely impacted our operations and the market for INVELTYS and
may continue to adversely affect our business, results of operations and
financial condition."
Financial Operations Overview
Product Revenues, Net
As a result of the commercial launch of INVELTYS in the United States in early
January 2019, we commenced generating product revenues from sales of INVELTYS.
Our product revenues are recorded net of provisions relating to estimates for
(i) trade discounts and allowances, such as discounts for prompt payment and
distributor fees, (ii) estimated rebates, chargebacks and co-pay assistance
program, and (iii) reserves for expected product returns. These estimates
reflect current contractual and statutory requirements, known market events and
trends, industry data and forecasted customer buying and payment patterns.
Actual amounts may ultimately differ from these estimates. If actual results
vary, estimates may be adjusted in the period such change in estimate becomes
known, which could have an impact on earnings in the period of adjustment.
Beginning in March 2020 and continuing through most of the second quarter of
2020, prescriptions of INVELTYS and revenue have been adversely affected by the
ongoing COVID-19 pandemic as federal, state and local governments implemented
restrictions on elective procedures, which include most ocular surgeries during
the second quarter. While many deferred ocular surgeries have been rescheduled
as individual states have released restrictions on elective procedures, and
INVELTYS prescriptions have returned to growth, we are unable to project the
specific timing or potential impact on future revenues given the continued
uncertainty around the impact and duration of the restrictions related to
COVID-19.
Cost of product revenues
Cost of product revenues consists primarily of materials, third-party
manufacturing costs, freight and distribution costs, royalty expense, allocation
of labor, quality control and assurance, reserves for defective inventory,
reserves for excess and obsolete inventory, and other manufacturing overhead
costs. We expensed cost of product revenues related to INVELTYS as research and
development expenses prior to regulatory approval which we received on August
22, 2018. With respect to the ongoing COVID-19 pandemic, we expect that the cost
of product revenues will be impacted consistent with the negative impact to
product revenues, net. However, we are unable to predict the specific timing or
specific impact on cost of product revenues given the continued uncertainty
around the impact and duration of the restrictions related to COVID-19.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of salaries,
benefits, commissions, stock-based compensation and travel expenses related to
our commercial infrastructure and our executive, finance, human resources,
legal, information technology and business development functions. Selling,
general and administrative expenses also includes external costs related to
marketing, samples and professional fees for auditing, tax, information
technology, consultants, legal services and allocated facility-related costs not
otherwise included in research and development expenses.
We anticipate that our selling, general and administrative expenses will
increase in the future as we continue to build our commercial infrastructure to
support the commercialization of INVELTYS or of any product candidates for which
we obtain marketing approval, and if and as we increase our administrative
headcount to support our continued research activities and development of our
product candidates or additional product candidates, including EYSUVIS. In
addition, we anticipate increased expenses related to supporting a larger
organization and increase in selling expense related to EYSUVIS, if approved.
With respect to the ongoing COVID-19 pandemic, selling, general and
administrative expenses were favorably impacted during the three and six months
ended June 30, 2020 by a reduction in certain expenses associated with the
restriction in the activities of our sales force, which had previously suspended
substantially all in-person interactions with physicians and customers. Our
sales force has resumed in-person interactions in the field. If we are forced to
suspend all or some in-person sales force interactions again in the future as a
result of the COVID-19
27
Table of Contents
pandemic, selling, general and administrative expenses could be favorably
impacted by a reduction in certain expenses associated with the restriction in
activities for our sales force. We are unable to predict the specific amount of
this impact if we are forced to resume such restrictions.
Research and Development Expenses
Research and development expenses consist of costs associated with our research
activities, including compensation and benefits for full-time research and
development employees, an allocation of facilities expenses, overhead expenses,
payments to universities under our license agreements and other outside
expenses. Our research and development expenses include:
? employee-related expenses, including salaries, related benefits, travel and
stock-based compensation;
expenses incurred for the preclinical and clinical development of our product
? candidates and under agreements with contract research organizations, or CROs,
including costs of manufacturing product candidates prior to receipt of
regulatory approval;
? facilities, depreciation and other expenses, which include direct and allocated
expenses for rent and maintenance of facilities and supplies; and
payments made under our third-party licensing agreements, including the annual
? minimum royalty and reimbursable expenses for defense of agreed upon patents
under a license agreement with Johns Hopkins University, or JHU.
We expense research and development costs as they are incurred. Research and
development costs that are paid in advance of performance are capitalized as a
prepaid expense until incurred. We track outsourced development costs
by development program but do not allocate personnel costs, payments made under
our license agreements or other costs to specific product candidates or
development programs. These costs are included in Employee-related costs and
Other research and development costs in the line items in the tables under
"Results of Operations".
We expect that our research and development costs in 2020 will remain consistent
as compared to the year ended December 31, 2019 as a result of the completion of
STRIDE 3, which will largely be offset by costs to manufacture EYSUVIS included
in research and development. We expect that such costs will increase if and as
we continue to advance our product candidates and conduct additional late-stage
clinical trials. The process of conducting preclinical studies and clinical
trials necessary to obtain regulatory approval is costly and time-consuming. We
may never succeed in obtaining marketing approval for any of our product
candidates, including EYSUVIS. The probability of success for each product
candidate may be affected by numerous factors, including preclinical data,
clinical data, competition, manufacturing capability and commercial viability.
With respect to the ongoing COVID-19 pandemic, we may incur reduced research and
development costs resulting from any continuing limitations placed on our
laboratory facilities that support our early-stage research. However, we are
unable to predict the specific amount of this impact, nor are we able to predict
the additional costs, if any, associated with personnel safely resuming their
full activities.
Our research and development programs are at various stages of development.
Successful development and completion of clinical trials is uncertain and may
not result in approved products. Completion dates and completion costs can vary
significantly for each product candidate and future product candidate and are
difficult to predict. We will continue to make determinations as to which
product candidates to pursue and how much funding to direct to each product
candidate on an ongoing basis in response to the scientific and clinical success
of each product candidate as well as ongoing assessments as to the commercial
potential of product candidates and our ability to enter into collaborations
with respect to each product candidate. We may need to raise additional capital
and may seek collaborations in the future to advance our various product
candidates. Additional private or public financings may not be available to us
on acceptable terms, or at all. Our failure to raise capital as and when needed
would have a material adverse effect on our financial condition and our ability
to pursue our business strategy.
28
Table of Contents
Interest Income
Interest income consists of interest earned on our cash balance held in a
deposit account.
Interest Expense
Interest expense primarily consists of contractual coupon interest expense,
amortization of debt discounts and debt issuance costs recognized on our debt
facility.
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which we have prepared in
accordance with U.S. generally accepted accounting principles. We believe that
several accounting policies are important to understanding our historical and
future performance. We refer to these policies as critical because these
specific areas generally require us to make judgments and estimates about
matters that are uncertain at the time we make the estimate, and different
estimates-which also would have been reasonable-could have been used. On an
ongoing basis, we evaluate our estimates and judgments, including those
described in greater detail below. We base our estimates on historical
experience and other market-specific or other relevant assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies from
those described in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our Annual Report on Form 10-K, for the fiscal
year ended December 31, 2019.
Results of Operations
Comparison of the Three Months Ended June 30, 2020 and 2019
The following table summarizes the results of our operations for the three
months ended June 30, 2020 and 2019:
Three Months Ended
June 30,
2020 2019 Change
(in thousands)
Product revenues, net $ 833 $ 2,057 $ (1,224)
Costs and expenses:
Cost of product revenues 759 352 407
Selling, general and administrative 15,301 17,007 (1,706)
Research and development 6,053 7,108 (1,055)
Total operating expenses 22,113 24,467 (2,354)
Loss from operations (21,280) (22,410) 1,130
Other income (expense)
Interest income 102 646 (544)
Interest expense (2,134) (2,061) (73)
Net loss $ (23,312) $ (23,825) $ 513
Product revenues, net
Product revenues, net was $0.8 million for the three months ended June 30, 2020
compared to $2.1 million for the three months ended June 30, 2019. The decrease
in net revenue of $1.3 million was driven primarily by a decrease in total units
sold in the three months ended June 30, 2020 as compared to those sold during
the three months ended June 30, 2019, which we attribute to the reductions in
elective surgeries as a result of the restrictions related to COVID-19.
29
Table of Contents
INVELTYS is our first product to receive regulatory approval, which we launched
in the United States in January 2019. We expect product revenues to increase if
and as we increase our market share, and obtain and maintain coverage and
adequate reimbursement for INVELTYS from third-party payors; however, we expect
full-year product revenues to be negatively impacted for 2020 as a result of the
COVID-19 pandemic.
Cost of product revenues
Cost of product revenues was $0.8 million for the three months ended June 30,
2020 compared to $0.4 million for the three months ended June 30, 2019, an
increase of $0.4 million. The primary driver of this increase was a reserve for
excess inventory of $0.5 million, recorded during the three months ended June
30, 2020. Also contributing to the increase was a $0.1 million write-off of
INVELTYS inventory as a result of certain inventory units that did not pass
quality inspection. The increase was primarily offset by a $0.2 million decrease
in cost of product revenues as a result of a decrease in units sold compared to
the three months ended June 30, 2019.
Selling, general and administrative expenses
Selling, general and administrative expenses were $15.3 million for the three
months ended June 30, 2020 compared to $17.0 million for the three months ended
June 30, 2019, which was a decrease of $1.7 million. The decrease was driven by
lower employee-related expenses of $1.9 million for the three months ended June
30, 2020 as a result of lower overall headcount, reduced travel due to COVID-19
and reduced variable compensation associated with lower unit sales of INVELTYS
due to COVID-19. Also contributing to the decrease in costs was a reduction in
external sales and marketing costs of $0.7 million due primarily to COVID-19 as
well as launch-related costs for INVELTYS incurred during the three months ended
June 30, 2019 that were not incurred during the same period in 2020. The
decreases were partially offset by an increase in costs for insurance and
professional services of $0.6 million and an increase in stock compensation of
$0.3 million. We anticipate that our selling, general and administrative
expenses will increase in the future as we plan for the launch of EYSUVIS, if
approved, and if and as we increase our administrative headcount to support our
continued research activities and seek marketing approval for our product
candidates.
Research and development expenses
The following table summarizes the research and development expenses incurred
during the three months ended June 30, 2020 and 2019:
Three Months Ended
June 30,
2020 2019 Change
(in thousands)
KPI-121 development costs $ 2,034 $ 3,298 $ (1,264)
Employeerelated costs 3,357 3,279 78
Other research and development costs 662 531 131
Total research and development $ 6,053 $ 7,108 $ (1,055)
Research and development expenses were $6.1 million for the three months ended
June 30, 2020 compared to $7.1 million for the three months ended June 30, 2019,
a $1.0 million decrease. The decrease was primarily the result of a $1.9 million
decrease in external spend on Stride 3, our clinical trial for EYSUVIS for which
we announced topline data in March 2020. Offsetting the decrease was a $0.7
million increase in EYSUVIS related manufacturing activities, a $0.1 million
increase in employee-related costs as a result of manufacturing employees
allocating more time to research and development for EYSUVIS related activities,
and a $0.1 million increase in other research and development costs, which
include facility related costs, pre-clinical studies, certain medical affairs
and associated regulatory costs.
30
Table of Contents
Interest income
Interest income decreased by $0.5 million to $0.1 million for the three months
ended June 30, 2020 compared to $0.6 million for the three months ended June 30,
2019. Interest income consists of interest earned on our cash balance held in an
interest-bearing deposit account. The decrease was attributable to a lower
interest rate during the three months ended June 30, 2020.
Interest expense
We incurred interest expense of $2.1 million for the three months ended June 30,
2020, which remained consistent with interest expense of $2.1 million for the
three months ended June 30, 2019. Interest expense is comprised of the
contractual coupon interest expense and the amortization of the debt discount
associated with our Athyrium Credit Facility during the three months ended June
30, 2020 and 2019. During the three months ended June 30, 2019, $75.0 million
under the Athyrium Credit Facility was outstanding, and remained outstanding
during the three months ended June 30, 2020.
Comparison of the Six Months Ended June 30, 2020 and 2019
The following table summarizes the results of our operations for the six months
ended June 30, 2020 and 2019:
Six Months Ended
June 30,
2020 2019 Change
(in thousands)
Product revenues, net $ 1,904 $ 3,443 $ (1,539)
Costs and expenses:
Cost of product revenues 1,113 593 520
Selling, general and administrative 30,709 35,243 (4,534)
Research and development 11,487 14,067 (2,580)
Total costs and expenses 43,309 49,903 (6,594)
Loss from operations (41,405) (46,460) 5,055
Other income (expense)
Interest income 400 1,402 (1,002)
Interest expense (4,262) (4,155) (107)
Net loss $ (45,267) $ (49,213) $ 3,946
Product revenues, net
Product revenues, net was $1.9 million for the six months ended June 30, 2020
compared to $3.4 million for the six months ended June 30, 2019. The decrease in
product revenues, net of $1.5 million was driven by a decrease in the total
units sold in the six months ended June 30, 2020 as compared to those sold
during the six months ended June, 30 2019, which we attribute to the reductions
in elective surgeries as a result of the restrictions related to COVID-19.
INVELTYS is our first product to receive regulatory approval, which we launched
in the United States in January 2019. We expect product revenues to increase if
and as we increase our market share, and obtain and maintain coverage and
adequate reimbursement for INVELTYS from third-party payors.
Cost of product revenues
Cost of product revenues was $1.1 million for the six months ended June 30,
2020, a $0.5 million increase compared to $0.6 million for the six months ended
June 30, 2019. The primary driver of this increase was a reserve for excess
inventory of $0.5 million, recorded during the six months ended June 30, 2020.
Also contributing to the increase was a $0.1 million write-off of INVELTYS
inventory as a result of certain inventory units that did not pass quality
31
Table of Contents
inspection. The increase was primarily offset by a $0.1 million decrease in cost
of product revenues as a result of a decrease in units sold compared to the six
months ended June 30, 2019.
Selling, general and administrative expenses
Selling, general and administrative expenses were $30.7 million for the six
months ended June 30, 2020 compared to $35.2 million for the six months ended
June 30, 2019, which was a decrease of $4.5 million. The decrease was driven by
lower employee-related expenses of $2.6 million for the six months ended June
30, 2020 primarily attributable to lower overall headcount, reduced travel due
to COVID-19 and reduced variable compensation associated with lower unit sales
of INVELTYS due to COVID-19. Also contributing to the decrease in selling,
general and administrative expenses was a reduction in external sales and
marketing costs of $2.6 million due to COVID-19 as well as launch-related
expenses incurred during the six months ended June 30, 2019 but were not
incurred during the six months ended June 30, 2020. Facilities costs allocated
to selling, general and administrative were lower by $0.3 million during the six
months ended June 30, 2020, which was offset by an increase in costs for
insurance and professional service fees of $1.0 million. We anticipate that our
selling, general and administrative expenses will increase in the future as we
plan for the launch of EYSUVIS, if approved, and if and as we increase our
administrative headcount to support our continued research activities and seek
marketing approval for our product candidates.
Research and development expenses
The following table summarizes the research and development expenses incurred
during the six months ended June 30, 2020 and 2019:
Six Months Ended
June 30,
2020 2019 Change
(in thousands)
KPI-121 development costs $ 3,715 $ 6,649 $ (2,934)
Employeerelated costs 6,234 5,765 469
Other research and development costs 1,538 1,653 (115)
Total research and development $ 11,487 $ 14,067 $ (2,580)
Research and development expenses were $11.5 million for the six months ended
June 30, 2020 compared to $14.1 million for the six months ended June 30, 2019,
a $2.6 million decrease. The decrease was primarily the result of a $3.3 million
decrease in external spend on the Stride 3, our clinical trial for EYSUVIS for
which we announced topline data in March 2020. Offsetting the decrease was a
$0.4 million increase in EYSUVIS related manufacturing activities and a $0.4
million increase in employee-related costs as a result of manufacturing
employees allocating more time to research and development for EYSUVIS related
activities. Also contributing to the overall decrease was a $0.1 million
reduction in other research and development costs.
Interest income
Interest income decreased by $1.0 million to $0.4 million for the six months
ended June 30, 2020 compared to $1.4 million for the six months ended June 30,
2019. Interest income consists of interest earned on our cash balance held in an
interest-bearing deposit account. The decrease was attributable to a lower
interest rate during the six months ended June 30, 2020.
Interest expense
We incurred interest expense of $4.3 million for the six months ended June 30,
2020, compared to $4.2 million for the six months ended June 30, 2019. Interest
expense is comprised of the contractual coupon interest expense and the
amortization of the debt discount associated with our Athyrium Credit Facility
during the three months ended June 30,
32
Table of Contents
2020 and 2019. During the six months ended June 30, 2019, $75.0 million under
the Athyrium Credit Facility was outstanding, and remained outstanding during
the six months ended June 30, 2020.
Liquidity and Capital Resources
Since our inception, we have incurred significant operating losses. As we
commercially launched our first product, INVELTYS, in January 2019, we have had
limited revenues to date from product sales and have financed our operations
primarily through proceeds from our IPO, public common stock offerings and sales
of our common stock under our ATM Offering, private placements of preferred
stock, convertible debt financings, borrowings under credit facilities, and
warrants.
In July 2017, we completed an IPO pursuant to which we issued and sold 6,900,000
shares of our common stock, which included 900,000 shares sold pursuant to the
exercise of the underwriters' option to purchase additional shares, at a price
of $15.00 per share. We received net proceeds of $94.0 million after deducting
underwriting discounts and commission of $7.3 million and offering costs
incurred in 2017 of $2.2 million.
On August 9, 2018, we filed our 2018 Shelf Registration, under which we may
offer and sell up to $250.0 million of a variety of securities including common
stock, preferred stock, warrants, depositary shares, debt securities, purchase
contracts, purchase units or any combination of such securities during the
three-year period that commenced upon the 2018 Shelf Registration becoming
effective. Under the 2018 Shelf Registration, we may periodically offer one or
more types of securities in amounts, at prices and on terms announced, if and
when the securities are ever offered. We initially designated $50.0 million of
our 2018 Shelf Registration to be offered under our ATM Offering. There was
$18.3 million of securities available to be issued under the 2018 Shelf
Registration as of June 30, 2020.
On October 1, 2018, we entered into the Athyrium Credit Facility with Athyrium
for up to $110.0 million. The Athyrium Credit Facility provided for a Term Loan
A in the aggregate principal amount of $75.0 million, and a Term Loan B in the
aggregate principal amount of $35.0 million. On October 1, 2018, we borrowed the
entire principal amount of the Term Loan A. We did not satisfy the conditions to
draw down any of the Athyrium Term Loan B funds, and as a result, the Term Loan
B funds are no longer available. The maturity date of the Athyrium Credit
Facility is October 1, 2024, the six-year anniversary of the close. The Term
Loan A bears interest at a rate of 9.875% per annum, with quarterly,
interest-only payments until the fourth anniversary of the Term Loan A. The
unpaid principal amount of the Term Loan A is due and payable in quarterly
installments starting at the end of the fourth anniversary of the loan.
On October 5, 2018, we sold 7,500,000 shares of common stock in an underwritten
offering pursuant to the 2018 Shelf Registration at a public offering price of
$8.25 per share, before underwriting discounts and commissions. In addition, the
underwriters were granted an overallotment option to purchase an additional
1,125,000 shares of the common stock at the same public offering price, less
underwriting discounts and commissions. On October 11, 2018, the underwriters
exercised in full their option to purchase the overallotment shares. The total
number of shares sold by us in the offering was 8,625,000 shares, resulting in
net proceeds to us, after underwriting discounts and offering expenses, of $66.1
million.
On March 11, 2020, we sold 16,000,000 shares of our common stock in an
underwritten offering pursuant to the 2018 Shelf Registration at a public
offering price of $7.89 per share, before underwriting discounts, commissions,
and offering expenses, resulting in net proceeds of $118.2 million. In addition,
the underwriters of the offering were granted the option for a period of 30 days
to purchase up to an additional 2,400,000 shares of common stock offered in the
public offering at the public offering price, less underwriting discounts and
commissions. On April 3, 2020, the underwriters exercised their option and
purchased an additional 979,371 shares of common stock at $7.89 per share,
before underwriting discounts, commissions, and offering expenses, resulting in
net proceeds to us of $7.2 million. The total number of shares sold by us in the
offering was 16,979,371, resulting in total net proceeds to us, after
underwriting discounts and offering expenses, of $125.4 million.
In connection with the filing of the 2018 Shelf Registration, we entered into a
sales agreement with Jefferies, pursuant to which we could issue and sell, from
time to time, up to an aggregate of $50.0 million of our common stock in an ATM
Offering, through Jefferies, as sales agent. As of December 31, 2019, we had
issued an aggregate of
33
Table of Contents
2,592,934 shares of our common stock under the ATM Offering, resulting in net
proceeds to us of $13.1 million. During the first quarter of 2020, we issued an
aggregate of 2,352,671 shares of our common stock under the ATM Offering,
resulting in net proceeds to us of $12.5 million. On March 10, 2020, we
suspended and terminated the prospectus related to the ATM Offering.
On May 7, 2020, we filed our 2020 Shelf Registration, under which we may offer
and sell up to $350.0 million of a variety of securities including common stock,
preferred stock, warrants, depositary shares, debt securities or units during
the three-year period that commenced upon the 2020 Shelf Registration becoming
effective.
In connection with the filing of the 2020 Shelf Registration, we entered into an
amended and restated sales agreement with Jefferies, pursuant to which we may
issue and sell, from time to time, up to an aggregate of $75.0 million of our
common stock under our ATM Offering.
Cash Flows
As of June 30, 2020, we had $128.0 million in cash on hand and $75.0 million in
indebtedness. The following table summarizes our sources and uses of cash for
the six months ended June 30, 2020 and 2019:
Six Months Ended
June 30,
2020 2019
(in thousands)
Net cash used in operating activities $ (39,134) $ (51,596)
Net cash used in investing activities (57,450) (943)
Net cash provided by financing activities 139,160 19
Increase / (decrease) in cash and restricted cash $ 42,576 $ (52,520)
Net Cash Used in Operating Activities
During the six months ended June 30, 2019, our cash used in operating activities
was primarily due to our net loss of $49.2 million primarily consisting of $35.2
million of selling, general and administrative costs and $14.0 million of
research and development costs, partially offset by non-cash charges of $6.8
million, consisting primarily of $5.1 million in stock-based compensation. Net
cash used by changes in our operating assets and liabilities primarily consisted
of a $5.6 million increase in accounts receivable driven by sales of INVELTYS
and a $4.0 million increase in inventory due to increase in manufacturing
activity for INVELTYS, which were offset by a $0.4 million decrease in other
prepaid and accounts payable balances.
During the six months ended June 30, 2020, our cash used in operating activities
was primarily due to our net loss of $45.3 million primarily consisting of $30.7
million of selling, general and administrative costs and $11.5 million of
research and development costs, partially offset by non-cash charges of $7.2
million, consisting primarily of $5.3 million in stock-based compensation. Net
cash used by changes in our operating assets and liabilities primarily consisted
of a $7.3 million decrease in accounts receivable driven by a decrease in sales
of INVELTYS when compared to the six months ended June 30, 2019, offset by a
$7.8 million decrease in accounts payable and accrued expenses, mainly driven by
a decrease in accrued revenue reserves, and accrued compensation, as a result of
bonus payments during the six months ended June 30, 2020.
Net Cash Used in Investing Activities
Net cash used in investing activities was $0.9 million for the six months ended
June 30, 2019, consisting primarily of purchases of furniture and fixtures.
34
Table of Contents
Net cash used in investing activities was $57.4 million for the six months ended
June 30, 2020, consisting primarily of $56.5 million of purchases of short-term
investments and $0.9 million of purchases of laboratory and manufacturing
equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $19,000 for the six months ended
June 30, 2019, consisting of $39,000 of proceeds from the exercise of stock
options, offset by $20,000 of principal payments on our finance lease
obligation.
Net cash provided by financing activities was $139.2 million for the six months
ended June 30, 2020, consisting of $125.4 million of net proceeds from the sale
of shares of our common stock in an underwritten offering under the 2018 Shelf
Registration, $12.6 million of net proceeds from the sale of shares of our
common stock under the ATM Offering, and $1.2 million of proceeds from the
exercise of stock options and the issuance of common stock under our employee
stock purchase plan.
Funding Requirements
We anticipate that our expenses will increase substantially as compared to prior
periods as we continue to commercialize INVELTYS in the United States and engage
in activities to prepare for commercialization of our lead product candidate,
EYSUVIS, for the short-term treatment of the signs and symptoms of dry eye
disease, as a result of increased headcount, including our plan to increase,
pending the status of the COVID-19 pandemic, our sales force from 56 sales
representatives to a total of approximately 100 to 125 sales representatives if
EYSUVIS is approved by the FDA, as well as management personnel to support our
clinical, manufacturing and commercialization activities, expanded
infrastructure, increased legal, compliance, accounting and investor and public
relations expenses associated with being a public company and increased
insurance premiums, among other factors.
Our expenses will also increase if and as we:
continue to grow our sales, marketing and distribution capabilities in
connection with the commercialization of INVELTYS and any product candidates,
? including EYSUVIS, for which our NDA is under review by the FDA with a goal
date under PDUFA set for October 30, 2020 for the completion of its review of
our NDA;
? conduct any necessary clinical trials and other development activities and/or
seek marketing approvals for EYSUVIS and any other product candidates;
? in-license or acquire the rights to other products, product candidates or
technologies;
? pursue the clinical development of KPI-121 for the treatment of other
additional indications or for use in other patient populations;
pursue the preclinical and clinical development of product candidates,
including our rTKI program, for use in the treatment of retinal diseases, and
? novel next-generation anti-inflammatories designed to exhibit steroid-like
anti-inflammatory action with the goal of eliminating the risk of IOP increase
and cataract formation;
? seek regulatory approval for EYSUVIS, INVELTYS or any other product candidate
outside of the United States;
continue to scale up our manufacturing processes and capabilities to support
? commercialization of INVELTYS, and any of our product candidates, including
EYSUVIS, for which we seek and/or obtain marketing approval;
35
Table of Contents
? leverage our proprietary AMPPLIFY technology to advance additional potential
high-value therapeutics into preclinical and clinical development;
? maintain, expand and protect our intellectual property portfolio;
? hire additional clinical, quality control, scientific, manufacturing,
commercial and management personnel;
expand our operational, financial and management systems and increase
? personnel, including personnel to support our clinical development,
manufacturing and commercialization efforts and our operations as a public
company; and
increase our product liability insurance coverage as we expand our
? commercialization efforts, including increased coverage for EYSUVIS, if
approved.
We expect to continue to incur significant expenses and operating losses. Net
losses may fluctuate significantly from quarter-to-quarter and year-to-year. We
expect that our existing cash, cash equivalents, and short-term investments as
of June 30, 2020, will enable us to fund our operations, lease and debt service
obligations, and capital expenditure requirements into at least the second
quarter of 2022. We have based this estimate on assumptions that may prove to be
wrong, and our operating plan may change as a result of many factors currently
unknown to us. As a result, we could deplete our available capital resources
sooner or later than we currently expect.
Because of the numerous risks and uncertainties associated with pharmaceutical
product development, we are unable to accurately predict the timing or amount of
increased expenses or when, or if, we will be able to achieve profitability. Our
expenses will increase from what we anticipate if:
? we elect or are required by the FDA or non-U.S. regulatory agencies to perform
clinical trials or studies in addition to those expected;
? there are any delays in enrollment of patients in or completing our clinical
trials or the development of our product candidates; or
there are any third-party challenges to our intellectual property portfolio, or
? the need arises to defend against intellectual property-related claims or
enforce our intellectual property rights.
Our ability to become and remain profitable depends on our ability to generate
revenue. While we began to generate revenue from the sales of INVELTYS in
January 2019, there can be no assurance as to the amount or timing of any such
revenue, and we may not achieve profitability. Achieving and maintaining
profitability will require us to be successful in a range of challenging
activities, including:
? successfully growing INVELTYS revenues;
? obtaining marketing approval of EYSUVIS or any other product candidates;
achieving an adequate level of market acceptance and obtaining and maintaining
? coverage and adequate reimbursement from third-party payors for INVELTYS and
EYSUVIS, if approved, and any other products we commercialize;
manufacturing at commercial scale, marketing, selling and distributing INVELTYS
? or any product candidates for which we obtain marketing approval, including
EYSUVIS;
? maintaining regulatory and marketing approvals for INVELTYS and for any other
product candidates for which we obtain approval, including EYSUVIS;
36
Table of Contents
hiring and building a full commercial organization required for marketing,
? selling and distributing those products for which we obtain marketing approval,
including EYSUVIS;
? obtaining, maintaining and protecting our intellectual property rights; and
? adapting our business in response to the current pandemic health event
resulting from COVID-19 and its collateral consequences.
INVELTYS is our only product that has been approved for sale and it has only
been approved in the United States. Our ability to generate revenue from
operations will depend, in part, on the success of commercial sales of INVELTYS,
which we commercially launched in the United States in January 2019. However,
the successful commercialization of INVELTYS in the United States is subject to
many risks. We are currently undertaking our first commercial launch with
INVELTYS, and we may not be able to do so successfully. There are numerous
examples of unsuccessful product launches and failures to meet expectations of
market potential, including by pharmaceutical companies with more experience and
resources than us. We do not anticipate our revenue from sales of INVELTYS alone
will be sufficient for us to become profitable for several years, if at all.
In addition, our recent commercialization efforts have been hampered by the
operational restrictions on our sales force from quarantines, travel
restrictions and bans and other governmental restrictions related to COVID-19.
As a result of these restrictions, we previously suspended our sales force from
substantially all in-person interactions with physicians and customers and were
limited to conducting educational and promotional activities virtually, and we
may be forced to suspend all or some in-person interactions again in the future.
To the extent we restrict in-person interactions with physicians and customers,
we will again be limited to conducting educational and promotional activities
virtually, which has hampered, and may continue to hamper, our ability to market
INVELTYS and could adversely affect our ability to launch and market EYSUVIS, if
and when approved. In addition, government restrictions have at times led to
moratoria on elective ocular surgeries in many jurisdictions, which has
significantly reduced, and may in the future continue to significantly reduce,
the demand for INVELTYS, which is indicated for the treatment of inflammation
and pain following ocular surgery. The extent of the impact of COVID-19 on our
commercialization efforts will depend on the length and severity of this
pandemic, which is uncertain and cannot be predicted.
We may never succeed in these activities and may never generate revenue that is
sufficient to achieve profitability. Even if we do achieve profitability, we may
not be able to sustain or increase profitability on a quarterly or annual basis.
Our failure to become and remain profitable would decrease the value of our
company and could impair our ability to raise capital, expand our business,
maintain our research and development efforts, diversify our product offerings
or even continue our operations. A decline in the value of our company could
also cause you to lose all or part of your investment.
Until such time, if ever, as we can generate substantial product revenues, we
expect to finance our cash needs through a combination of equity offerings, debt
financings, collaborations, strategic alliances, licensing arrangements, royalty
agreements, and marketing and distribution arrangements. To the extent that we
raise additional capital through the sale of equity or convertible debt
securities, your ownership interest will be diluted, and the terms of these
securities may include liquidation or other preferences that adversely affect
your rights as a common stockholder. Debt financing and preferred equity
financing, if available, may involve agreements that include pledging of assets
as collateral, covenants limiting or restricting our ability to take specific
actions, such as incurring additional debt, making capital expenditures or
declaring dividends. Our pledge of our assets as collateral to secure our
obligations under our Athyrium Credit Facility may limit our ability to obtain
additional debt financing. Under our Athyrium Credit Facility, we are also
restricted from paying dividends on our common stock and limited with respect to
certain other uses of our cash without the lenders' consent.
We may need to raise additional capital in the future to advance our business.
Additional private or public financings may not be available to us on acceptable
terms, or at all. Additionally, the COVID-19 pandemic has already caused
significant disruptions in the financial markets, and may continue to cause such
disruptions, which could impact our ability to raise additional funds. The
COVID-19 pandemic has also impacted, and may continue to impact, the volatility
of our stock price and trading in our stock. Even after the COVID-19 pandemic
has subsided, we may continue
37
Table of Contents
to experience adverse impacts to our business as a result of any economic
recession or depression that has occurred or may occur in the future.
Our failure to raise capital as and when needed would have a material adverse
effect on our financial condition and our ability to pursue our business
strategy. If we raise additional funds through collaborations, strategic
alliances, licensing arrangements, royalty agreements, or marketing and
distribution arrangements, 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 product development or current
or future commercialization efforts or grant rights to develop and market
products or product candidates that we would otherwise prefer to develop and
market ourselves.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any
off-balance sheet arrangements, as defined in the rules and regulations of the
Securities and Exchange Commission.
© Edgar Online, source Glimpses