Unless the context requires otherwise, references in this report to "Stemline," "Company," "we," "us" and "our" refer to Stemline Therapeutics, Inc.

The following discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our results could differ materially from the results anticipated by our forward-looking statements as a result of many known or unknown factors, including, but not limited to, those factors discussed in "Item 1A. Risk Factors." See also the "Special Cautionary Notice Regarding Forward-Looking Statements" set forth at the beginning of this report.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included in our audited financial statements and notes thereto for the year ended December 31, 2019, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019, to which the reader is directed for additional information.





Overview


We are a commercial-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing oncology therapeutics. ELZONRIS® (tagraxofusp-erzs) was approved by the U.S. Food and Drug Administration, or FDA, in December 2018 for the treatment of adult and pediatric patients, two years and older, with blastic plasmacytoid dendritic cell neoplasm, or BPDCN. ELZONRIS is the first treatment approved for BPDCN and the first approved CD123-directed therapy. In addition, we are also assessing ELZONRIS, as both single agent and in combination, in a variety of other indications including Phase 1 and 2 clinical trials in chronic myelomonocytic leukemia, or CMML, myelofibrosis, or MF, multiple myeloma, or MM, and acute myeloid leukemia, or AML, with additional trials planned including a CD123+ all-comers trial.

We are also advancing a pipeline of additional novel therapeutic candidates, including felezonexor (SL-801), an oral small molecule XPO-1 inhibitor currently in an ongoing Phase 1 trial of patients with advanced solid tumors, SL-901, a kinase inhibitor currently in investigational medicinal product dossier, or IMPD, enabling studies, and SL-1001, an oral small molecule RET (rearranged during transfection) kinase inhibitor currently in investigational new drug, or IND, directed studies intended for patients with a variety of genetically-defined malignancies.





Merger Agreement


On May 3, 2020, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Berlin-Chemie AG, a company formed under the laws of Germany ("Berlin-Chemie"), and Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Berlin-Chemie ("Purchaser"). A. Menarini - Industrie Farmaceutiche Riunite S.r.l, a company formed under the laws of Italy, is the ultimate parent of Berlin-Chemie and Purchaser (together, the "Menarini Group"). Purchaser will merge with and into Stemline and Stemline will continue as the surviving entity and become a private, wholly-owned subsidiary of Berlin-Chemie AG (the "Merger Transaction").

Pursuant to the terms and subject to the conditions of the Merger Agreement, Purchaser will commence a tender offer (the "Offer") no later than May 15, 2020 to acquire all of the outstanding shares of common stock of Stemline, $0.0001 par value per share (the "Shares"), at an offer price of (i) $11.50 per Share, net to the seller in cash, without interest, plus (ii) one contingent value right per Share (a "CVR"). Each CVR represents the right to receive the (i) the $1.00 in cash or (ii) for each Share subject to a stock option with an exercise price above $11.50 but below $12.50, the amount in cash equal to the excess of $12.50 over the per Share exercise price of such stock option (the "Milestone Payment"), which shall be payable upon the first sale by or on behalf of Stemline for use or consumption by the general public of ELZONRIS for the treatment of adult patients with BPDCN in the United Kingdom, France, Spain, Germany, or Italy after approval by the European Commission of a marketing authorization application in the European Union through the centralized procedure. If the Milestone is not achieved on or before December 31, 2021, the Milestone Payment will not be payable.





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Purchaser's obligation to purchase the Shares tendered in the Offer is conditioned, among other things, upon the valid tender of a majority of the total number of Shares outstanding at the time of the expiration of the Offer and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Offer will initially expire at one minute after 11:59 p.m. Eastern Time 20 business days following the commencement of the Offer, unless otherwise agreed to in writing by Berlin-Chemie and Stemline.





FDA-approved product



ELZONRIS


ELZONRIS, a targeted therapy directed to CD123, was approved by the FDA for the treatment of BPDCN in adult and pediatric patients two years and older, and is commercially available in the United States. The ELZONRIS label contains a boxed warning for capillary leak syndrome, or CLS, which may be life-threatening or fatal and physicians are advised to monitor for signs and symptoms of CLS and take actions as recommended in the full prescribing information.

BPDCN, formerly known as blastic NK-cell lymphoma, is an aggressive, orphan hematologic malignancy with historically poor outcomes. BPDCN may present with features similar to, and can be mistaken for, certain diseases including AML, non-Hodgkin's lymphoma, or NHL, acute lymphoid leukemia, or ALL, myelodysplastic syndrome, or MDS, and CMML, and other malignancies including those with skin manifestations as well as certain or nonmalignant cutaneous conditions. BPDCN typically presents in the bone marrow and/or skin, and may also involve lymph nodes and viscera. The diagnosis of BPDCN is based on the immunophenotypic diagnostic triad of CD123, CD4, and CD56, as well as other markers including TCL-1.

In January 2019, Stemline submitted a Marketing Authorization Application, or MAA, to the European Medicines Agency, or EMA, seeking approval of ELZONRIS for the treatment of adult patients with BPDCN. The application is being reviewed on a standard timeline under the centralized procedure, and we continue to interact with the EMA regarding the application. A scientific advisory group, or SAG, meeting to discuss clinical data of tagraxofusp in patients with BPDCN was held on March 5th, 2020. We are currently preparing our responses to the day 180 list of questions, and anticipate a possible oral examination in front of the Committee for Medicinal Products for Human Use, or CHMP, in mid-2020.

In addition, Stemline has instituted a global Early Access Program, or EAP, whereby physicians may seek access to Stemline's investigational medicine outside of a clinical trial and/or before it is commercially available.

ELZONRIS - Market Expansion Efforts

ELZONRIS is designed to specifically target CD123. CD123 is highly expressed on BPDCN and is a key marker, as a part of a triad of markers, that enables proper diagnosis of BPDCN. Additionally, CD123 represents a potential target for therapeutic research in a variety of cancers beyond BPDCN, as well as certain autoimmune disorders. Expression of CD123 has also been associated with poor prognosis and clinical outcomes in additional diseases including AML and CMML.

As such, we are seeking to broaden the commercial potential of ELZONRIS through ongoing clinical trials in additional indications including CMML, myelofibrosis, or MF, multiple myeloma, or MM, and acute myeloid leukemia, or AML, and potentially others.

Chronic Myelomonocytic Leukemia (CMML)

At the 2019 European Hematology Association, or EHA, and American Society of Clinical Oncology, or ASCO, annual conferences, we reported Phase 1/2 data from 23 patients with relapsed/refractory CMML who received ELZONRIS as a monotherapy in Stage 1 (lead-in, dose escalation stage) and Stage 2 (expansion stage). A new Stage 3a cohort is currently enrolling patients.

In Stage 1, ELZONRIS at 12 mcg/kg/day for 3 days every 3-6 weeks was the highest tested dose for CMML, and a maximum tolerated dose, or MTD, was not reached. In Stage 2, patients are receiving ELZONRIS at 12 mcg/kg/day for three (3) days every 3-6 weeks.

Median age was 69 years (range: 42-80); 83% were male. 52% (12/23) of patients had baseline splenomegaly by physical examination (measured in centimeters that spleen was palpable below the left costal margin). The most common treatment-related adverse events, or TRAEs, were hypoalbuminemia (35%), thrombocytopenia (30%), vomiting and nausea (each 26%), and anemia (22%). There were 3 cases of capillary leak syndrome; all three cases were grade 2. The most common TRAEs, grade 3+, were thrombocytopenia (30%), anemia (17%), and nausea (4%).





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ELZONRIS monotherapy demonstrated improvements in splenomegaly and bone marrow complete responses, or CRs, in patients with relapsed/refractory CMML. 100% (12/12) of evaluable patients with baseline splenomegaly, by physical examination, had a spleen response: 67% (8/12) of these patients had splenomegaly reductions by at least 50%, and 50% (4/8) of these patients with baseline splenomegaly of 5 cm or more below the left costal margin had splenomegaly reductions of at least 50%. In addition, three patients had bone marrow CRs including one patient who was bridged to stem cell transplant, or SCT.





Myelofibrosis (MF)



At the 2019 American Society of Hematology, or ASH, annual conference in December 2019, the ELZONRIS Phase 1/2 data was the subject of an oral presentation by our principal investigators. The presentation included data from 29 patients with relapsed/refractory MF who received ELZONRIS in Stage 1 (lead-in, dose escalation stage) and Stage 2 (expansion stage). Stage 1 has completed enrollment, and Stage 2 has been expanded and is ongoing, with patient enrollment and follow up continuing. In Stage 1, ELZONRIS at 12 mcg/kg/day was the highest tested dose for MF, and an MTD was not reached. In Stage 2, patients are receiving ELZONRIS at 12 mcg/kg/day for three (3) days every 3-6 weeks.

Median age was 69 years (range: 54-87); 52% were female. 79% (23/29) of patients had baseline splenomegaly by physical examination (measured by spleen that is palpable >5 cm below costal margin). In Stage 1, no dose limiting toxicities, or DLT, were identified and a MTD was not reached. The most common TRAEs were alanine aminotransferase levels increased, headache and hypoalbuminemia (each 17%).

The most common TRAEs, grade 3+, were anemia (14%), thrombocytopenia (7%) and fatigue (3%). There was also one case of CLS which was grade 3.

ELZONRIS monotherapy demonstrated improvements in splenomegaly in patients with relapsed/refractory MF. 53% (8/15) of evaluable patients with baseline spleen size >5 cm palpable by physical exam below the left costal margin experienced a reduction in splenomegaly: 20% (3/15) of patients had splenomegaly reduction by at least 35% measured by palpation during physical exam below left costal margin. 44% (7/16) of patients had splenomegaly reduction by at least 29% and 25% (4/16) had splenomegaly reductions by at least 45%. Additionally, 45% (9/20) of evaluable patients had symptom burden reduction, including 3 with symptom response per IWG-MRT 2013 MF response criteria.

We continue to enroll patients with relapsed/refractory MF, and have expanded the trial to increased enrollment and add additional sites, in order to further elucidate the safety and efficacy profile of ELZONRIS in this patient population, including in patient subsets with monocytosis, thrombocytopenia and CD123 expression. By the end of 2020, we expect to provide updates on this cohort, including potential registration pathways in MF.





Multiple Myeloma (MM)


ELZONRIS, in combination with pomalidomide and dexamethasone, was assessed in a Phase 1/2 clinical trial in relapsed/refractory multiple myeloma.

At the 2019 ASH annual conference in December 2019, we presented preliminary Phase 1/2 data from 9 patients with relapsed/refractory multiple myeloma who received ELZONRIS in combination with pomalidomide and dexamethasone. The median age was 65 (range: 57-70); 56% were male. The median number of prior systemic therapies was 3 (range: 2-6), with all patients having previously received dexamethasone, bortezomib, and lenalidomide. The most common grade 1/2 TRAEs included hypoalbuminemia (67%), chills, insomnia, nausea, and pyrexia (each 56%), dizziness, and headache (each 44%). The most common grade 3+ TRAEs were thrombocytopenia (44%), neutropenia (33%), and hypophosphatemia (22%). There was one case of capillary leak syndrome which was grade 2.

Notably, five patients achieved partial responses, or PRs, along with decreases in plasmacytoid dendritic cell, or pDC, levels while on treatment. The presence of pDCs, which is the cell of origin of BPDCN, has been linked with myeloma growth and aggressiveness. These patients also experienced decreased levels of myeloma-related laboratory assessed values after 1 cycle of treatment with ELZONRIS combined with pomalidomide and dexamethasone.





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Given the promising early results, and the strong scientific rationale, potential avenues for further development in this indication are currently under consideration. These include new patient populations, combination with daratumumab, and/or novel agents such as XPO1 inhibitors.





Acute Myeloid Leukemia (AML)


An investigator-sponsored trial of ELZONRIS in combination with azacitidine and venetoclax is currently being evaluated in the dose escalation stage of a Phase 1/2 trial of patients with relapsed/refractory AML, first-line AML who are unfit for chemotherapy, or high-risk MDS. CD123 expression will be assessed. The trial is enrolling and data updates are expected later this year and on into next year.

Additional trials and potential indications for ELZONRIS

A Phase 1/2 trial for ELZONRIS as a maintenance therapy, post-stem cell transplantation, in patients with BPDCN is open for enrollment. We expect to provide further program updates later this year and on into next year.

Additional planned trials include ELZONRIS as monotherapy or in combination with other agents in a basket of CD123 + malignancies which may include ALL, hairy cell leukemia, Hodgkin's disease, and certain other lymphomas, as well as ELZONRIS trials in combination with other agents in patients with CMML and in trials in patients with CD123+ or BPDCN-like AML.

In addition to BPDCN, CMML, MF and AML, additional potential indications for ELZONRIS include other hematologic cancers, solid tumors, and certain autoimmune disorders which are under evaluation for further development.

Clinical pipeline product candidates





SL-801


Felezonexor (SL-801) is a structurally novel, oral, small molecule, reversible inhibitor of Exportin-1, or XPO1, a nuclear transport protein implicated in a variety of malignancies. XPO1 is a clinically validated target in oncology, and the FDA recently approved an XPO1 inhibitor in patients with relapsed/refractory multiple myeloma. Felezonexor has demonstrated preclinical in vitro and in vivo antitumor activity against a wide array of solid and hematologic cancers. Felezonexor's potential ability to reversibly bind XPO1 may offer the possibility to mitigate side effects and help optimize the therapeutic index. We are currently enrolling patients with advanced solid tumors in a Phase 1 dose escalation trial of single agent felezonexor. The dosing regimen for felezonexor was revised in an effort to improve tolerability while maintaining dose intensity, and dosing resumed at 70 mg/day with a new schedule (Schedule B).

In September 2019, we provided an update at the European Society of Medical Oncology, or ESMO, Congress 2019 in Barcelona, Spain. Results from 52 heavily pre-treated solid tumor patients (~90% were third line or greater) with a wide spectrum of solid tumors, including gastrointestinal, breast, lung, neuroendocrine, ovarian, and others were presented. Schedule A was amended to Schedule B in an effort to improve tolerability while maintaining dose intensity. In Schedule B (n=7), one patient experienced grade 3 weakness. As such, the 75mg cohort was expanded and is being evaluated. The most common TRAEs were nausea (69%), vomiting (53%), fatigue (44%), decreased appetite (24%), and diarrhea (22%), and the most common TRAEs, grade 3 or higher, were nausea (9%), diarrhea and fatigue (4%) and vomiting (2%).

A PR of duration 18+ weeks, was achieved with single agent felezonexor in a fourth line patient with KRAS-positive, microsatellite stable, or MSS, colorectal cancer. The PR (based on RECIST 1.1 criteria) was reported after two cycles of felezonexor (70mg then 65mg due to elevated creatinine), with the patient demonstrating serial reductions in the two target lesions (liver and spleen).

Response and treatment with felezonexor were ongoing at the time of presentation. Stable disease, or SD, was achieved in 12 patients, with 11/12 of these patients third line or greater. Five patients had SD for 4 and 11 months, including 1 patient with basal cell carcinoma with SD for ~11 months, and 20% disease shrinkage was noted in one patient with a heavily pre-treated neuroendocrine tumor.

We believe the ideal therapeutic dose and regimen have yet to be determined. Dose escalation is ongoing, and we intend to provide further updates as the Phase 1 clinical trial continues to enroll.





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SL-1001


SL-1001 is an oral, selective small molecule RET (rearranged during transfection) kinase inhibitor. Genetic alterations in the RET kinase have been found in a diverse range of cancers. We believe RET kinase represents a clinically validated target in multiple oncology indications. In March 2019, we in-licensed this preclinical drug candidate from the CRT Pioneer Fund. The molecule was rationally designed by scientists at Cancer Research UK Manchester Institute (United Kingdom), and has demonstrated potent, selective, preclinical anti-cancer activity, both in vitro and in vivo, in RET-driven tumor models. IND enabling studies are ongoing, and we expect to initiate clinical studies of SL-1001 in 2021.





SL-901


SL-901 is an oral, small molecule kinase inhibitor. In December 2017, we in-licensed this drug candidate from UCB Biopharma SPRL. Prior to in-licensing, the agent had demonstrated preclinical activity in several tumor types, and was evaluated in an abbreviated Phase 1 clinical trial in Europe. A PR was reported in one patient with advanced lung cancer. Neither a dose-limiting toxicity nor a maximum tolerated dose was reached in the trial and we believe further dose escalation is possible and warranted. We are currently conducting IMPD enabling studies in anticipation of a regulatory re-filing in order to restart clinical trials.





SL-701



SL-701 is an immunotherapy designed to direct the immune system to attack targets present on brain cancer and other malignancies. SL-701 is comprised of several short synthetic peptides that correspond to epitopes of targets including IL-13R?2, EphA2, and survivin; two of these synthetic peptides (IL-13R?2 and survivin) are mutant and believed to enhance immune activity. We completed a Phase 2 trial of SL-701 in adult patients with second-line glioblastoma, or GBM. Phase 2 data preliminarily suggest SL-701 is generating target specific CD8+ T-cell responses in patients, which may be translating into improved clinical outcomes, including improved overall survival, or OS, in a subset of patients, which could form the basis of studies. SL-701 was awarded ODD from the FDA for the treatment of glioma in January 2015.





SL-501


SL-501 is a novel CD123-targeted therapy in preclinical development that has demonstrated potency, in vitro and in vivo, against several hematologic tumor types, including AML, CMML, Hodgkin's lymphoma, and NHL.





Financings


We have devoted substantially all of our resources to the preclinical and clinical development of our product and product candidates, the design and implementation of our regulatory strategy for our Biologics License Application, or BLA, and MAA filings, preparation for launch and commercialization of our approved product, launching and commercializing our approved product, manufacturing our product and product candidates, strengthening and building our intellectual property portfolio, conducting investor relations, raising capital, providing general and administrative support for these operations, and the execution of our business plan. We have funded our operations primarily through public sales of common stock to our investors. With the U.S. commercial launch of ELZONRIS currently underway, we have begun partially funding our operations through net product revenues.

From inception through March 31, 2020, we have received net proceeds of $446.6 million from the sale of common stock.

We have never been profitable and our net loss from operations for the three months ended March 31, 2020 and 2019 was $21.3 million and $27.4 million, respectively. We expect to incur significant expenses. We expect our expenses to trend higher in connection with our ongoing activities, particularly as we advance our product candidates through preclinical activities and clinical trials to seek regulatory approval and, if approved, commercialize such product candidates. Accordingly, we may need additional financing to support our continuing operations. We will seek to fund our operations through public or private equity or debt financings or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenues to achieve profitability, and we may never do so.





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Litigation



From time to time, we are involved in legal proceedings in the ordinary course of our business. Refer to Footnote 17: Commitments and Contingencies for more information on legal proceedings.

Financial Operations Overview





Product Revenues


Total revenue consists of net sales of ELZONRIS, which was commercially launched in January 2019. Net product revenue represents the expected consideration to be received from our customers for the sale of ELZONRIS. The expected consideration includes provisions for trade allowances, chargebacks, distribution service fees, product returns and government rebates. Although we expect net sales to increase over time, the provisions for product sales discounts and allowances may fluctuate based on the mix of sales to different customer segments including government customers, rates of product returns, and/or changes in our accrual estimates. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from the Company's estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.





Cost of Goods Sold


Cost of goods sold consists of all inventory costs related to manufacturing ELZONRIS finished drug product for sale to our customer and royalty fees paid based on product shipments. These costs include expenses incurred by our contract manufacturing organizations, or CMOs, to manufacture drug substance and drug product. Cost of goods sold also includes expenses related to labeling and packaging of drug product, indirect manufacturing overhead and stability testing and provisions for inventory obsolescence. Royalty costs due to the licensor of ELZONRIS are also recorded in cost of goods sold as a period cost.

Research and Development Expenses

The following table shows our research and development expenses for the three-month periods ended March 31, 2020 and 2019, respectively:





                                               Three Months Ended
                                                    March 31,
                                              2020             2019
ELZONRIS                                  $  5,184,440     $  9,116,428
Other product candidates                     1,394,204        1,722,290
Personnel expenses                           4,125,879        5,550,846
Other expenses                                 838,793          564,258

Total research and development expenses $ 11,543,316 $ 16,953,822

Research and development expenses consist of costs associated with the development of our product candidates and our platform technology, which include:





 · clinical trial costs;




· chemistry, manufacturing and controls, or CMC, related costs, particularly as


   they relate to process characterization and validation expenses for ELZONRIS as
   required to support BLA submission requirements;




 · nonclinical costs;




· regulatory costs, including BLA related expenses;

· employee-related expenses, including salaries, benefits, travel and stock-based


   compensation expense, and consultant costs;



· costs associated with work contracted and conducted by third-party contract


   research organizations, or CROs, CMOs, academic institutions and consultants;
   and



· license fees and milestone payments related to in-licensed products and


   technology.




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We expense research and development costs to operations as incurred. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities expenses when the services have been performed or when the goods have been received, rather than when the payments are made.

We utilize our employee and infrastructure resources across multiple research and development projects. We do not allocate employee-related expenses or depreciation to any particular project. The components of our research and development costs are described in more detail in "Results of Operations."

We anticipate that our future research and development expense levels will trend higher in future periods as we continue the preclinical and clinical development of our other product candidates, including ELZONRIS in additional indications and territories.

The successful development of ELZONRIS in additional indications, including but not limited to CMML, and our other product candidates is highly uncertain. As of this time, other than as discussed above, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete development of our product candidates or the period, if any, in which material net cash inflows from our product candidates may commence. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

· the scope, enrollment, rate of progress and costs of our planned, as well as


   any additional, clinical trials and other research and development activities;



· timing and results of future clinical trials;

· the potential benefits of our product candidates over other therapies;

· the potential safety risks of our product candidates compared to other


   therapies;



· the costs, timing and outcome of regulatory interactions, submissions, and


   potential approvals;



· our ability to market and commercialize, either on our own or with strategic


   partners, and achieve market acceptance and reimbursement for any of our
   product candidates that we are developing or may develop in the future;



· our ability to manufacture, at a reasonable expense, adequate supplies or our


   product candidates for use in planned and future clinical trials and/or
   commercial distribution in the event of a successful regulatory approval; and



· the costs of preparing, filing, prosecuting, defending and enforcing patents

and other intellectual property.

A change in the outcome of any of these or similar variables with respect to the development of a product or product candidate could mean a significant change in the costs and timing associated with the development of that product or product candidate. For example, if the FDA or other regulatory authority were to require us to conduct clinical trials beyond those which we currently anticipate will be required for the completion of clinical development of a product candidate, we could be required to expend significant additional financial resources and time on the completion of clinical development. A similar result could occur if we experience significant delays in the progress of, including enrollment in, any clinical trials.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of selling and marketing expenses in support of the commercial launch and personnel cost, including stock-based compensation expense. In addition, our selling, general and administrative expenses are related to legal, finance, human resources, investor relations, and business development. Other general and administrative expenses include facility costs, insurance expense and professional fees for consulting and accounting services.

We anticipate that our selling, general and administrative expenses will be higher in future periods due to continued spend to support the commercialization of ELZONRIS in the United States and a potential commercial launch of ELZONRIS in Europe and additional territories, if marketing approval is obtained outside the U.S.





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Interest Income



Interest income consists of interest earned on our cash, cash equivalents, and short-term investments. Our primary investment is in 100% U.S. Treasury and Agency securities and related money market funds coupled with FDIC-insured bank certificates of deposits.

Critical Accounting Policies and Estimates

To understand our consolidated financial statements, it is important to understand our critical accounting policies and estimates. We prepare our consolidated financial statements in accordance with generally accepted accounting principles, or GAAP. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.

For a discussion of our critical accounting estimates, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019. During the three months ended March 31, 2020, there have been no changes to those policies.





Revenue Recognition



Effective January 1, 2018, we adopted Accounting Standards Codification ("ASC") 606. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations; and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. We have determined that the delivery of our product to our customer constitutes a single performance obligation as there are no other promises to deliver goods or services. Shipping and handling activities are considered to be fulfillment activities and are not considered to be a separate performance obligation. We have assessed the existence of a significant financing component in the agreements with our customer. The trade payment terms with our customer do not exceed one year and therefore, no amount of consideration has been allocated as a financing component. Taxes collected related to product sales are remitted to governmental authorities and are excluded from revenue.





Product Revenue, Net


We have obtained marketing approval from FDA to sell ELZONRIS in the United States market. We sell ELZONRIS in the U.S. to our customer through its title distribution channel. The customer subsequently resells ELZONRIS to a limited number of specialty distributors who, in turn, distributes ELZONRIS to specialty hospitals. We recognize revenue on sales of ELZONRIS when our customer obtains control of the product, which occurs at a point in time (typically upon delivery). We also sell ELZONRIS to one customer internationally through a title distribution model. The international customer subsequently resells and distributes ELZONRIS outside of the U.S. directly to hospitals in certain countries that participate in the early access program (EAP) in place as of March 31, 2020. Product revenues are recorded at the wholesale acquisition costs, net of applicable reserves for variable consideration. Components of variable consideration include government rebates, product returns, commercial co-payment assistance programs, and distribution service fees. These reserves, as detailed below, are based on the amounts earned, or to be claimed on the related sales, and are classified as reductions of accounts receivable (if the amount is payable to the Customer and right of offset exists) or a current liability (if the amount is payable to a party other than a Customer). Overall, these reserves reflect our best estimates of the amount of consideration against product revenue that has been recognized. The amount of variable consideration which is included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under contracts will not occur in a future period. Our analyses contemplate the application of the constraint in accordance with ASC 606. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from our estimates, we will adjust these estimates, which will affect net product revenue and earnings in the period such variances become known.





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Government Contracts



We entered into contracts (i) to participate in the Medicaid Drug Rebate Program and the Medicare Part D program, and (ii) to sell to the U.S. Department of Veterans Affairs, 340b entities, and other government agencies ("Government Payors") so that ELZONRIS will be eligible for purchase by, in partial or full reimbursement from, such Government Payors. These reserves are recorded in the same period the revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability, which is included in accrued expenses and other current liabilities. For Medicare Part D, we estimate the number of patients in the prescription drug coverage gap for whom we will owe an additional liability under the Medicare Part D program.

We estimate the rebates that will be provided to Government Payors for these programs. These rebate estimates are based upon (i) the government-mandated discounts applicable to government-funded programs, (ii) information obtained from its customer and (iii) information obtained from other third parties regarding the payor mix for ELZONRIS. The liability for these rebates consists of estimates of claims for the current year and estimated future claims that will be made for product shipments that have been recognized as revenue but remain in the distribution channel inventories at the end of each reporting period.





Product Returns



Consistent with industry practice, we offer a limited right of return for product that has been purchased. To estimate sales with a right of return, we will assess, on a quarterly basis, the number of vials that are held in inventory throughout the distribution channel. Amounts for estimated product returns are established in the same period that the related gross revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included as a component of accrued expenses and other current liabilities.

Commercial Co-Payment Assistance Program

We offer co-pay assistance programs which are intended to provide financial assistance to qualified commercially-insured patients with prescription drug copayments required by payers. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue but remains in the distribution channel at the end of each reporting period. The adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included as a component of accrued expenses and other current liabilities.





Distribution Fees


Distribution fees include fees paid to our distributors for the distribution of our product based on contractual rates. In addition, we compensate for data and other administrative activities. Therefore, estimates for these costs are recorded as a reduction of revenue, based on contractual terms.





Accounts Receivable, Net


Accounts receivable, net primarily relates to amounts due from our customer, net of applicable revenue reserves. We analyze accounts that are past due for collectability and provides an allowance for receivables when collection becomes doubtful. Given the nature and limited history of collectability of our accounts receivable, an allowance for doubtful accounts is not deemed necessary at March 31, 2020.





Inventories, Net



We capitalize inventory costs associated with the manufacturing of ELZONRIS after regulatory approval or when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized. Otherwise, such costs are expensed as research and development. The majority of manufacturing costs for ELZONRIS units recognized as revenue during the three months ended March 31, 2020 were expensed to research and development prior to FDA approval on December 21, 2018. We expect that our cost of goods sold as a percentage of net product revenue will increase during the second half of 2020 as future ELZONRIS units to be sold were manufactured after FDA approval and capitalized into inventory on the balance sheet.





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We value our inventories at the lower of cost or estimated net realizable value. We determine the cost of our inventories, which includes amounts related to materials and manufacturing overhead, on a first-in, first-out basis. We perform an assessment of the recoverability of capitalized inventory during each reporting period, and we write down any excess and obsolete inventories to their estimated realizable value in the period in which the impairment is first identified. Such impairment charges, should they occur, are recorded within cost of product revenues. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required which would be recorded as a cost of product sales in the statement of operations and comprehensive loss.





Foreign Currency


The functional currency of our international subsidiaries is generally the Euro. We translate the financial statements of our international subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. We record translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders' equity. Foreign currency transaction gains and losses are included within other expense, net in the consolidated statements of operations.

Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies" for our discussion about adopted and pending recent accounting standards.





Results of Operations


Comparison of Three Months Ended March 31, 2020 and 2019

Product revenue, net. We began commercial sales of ELZONRIS within the U.S., in January 2019, following receipt of FDA marketing approval on December 21, 2018. For the quarter ended March 31, 2020, we recorded $8.9 million of product net revenue compared with $5.0 million for the quarter ended March 31, 2019, an increase of $3.9 million. The higher product net revenue resulted primarily from an increase in BPDCN patients treated with ELZONRIS. As the COVID-19 virus is a new phenomenon that we and the entire healthcare sector is dealing with, we believe it is still too early to predict the impact it will have on future net product revenue of ELZONRIS. COVID-19 could impact how we market and promote ELZONRIS and we are constantly re-evaluating our promotional tactics to adapt to the current marketplace.

Costs of goods sold. Cost of goods sold for the first quarter of 2020 was $0.6 million as compared to $0.1 million for the first quarter of 2019. The increase in cost of goods sold was primarily due to higher product net revenue during the quarter ended March 31, 2020 versus the prior year similar period. Additionally, the higher product costs were driven by increase stability costs incurred relating to drug product inventory.

Research and development expense. Research and development expense was $11.5 million for the quarter ended March 31, 2020, compared with $17.0 million for the quarter ended March 31, 2019, representing a decrease of $5.5 million. The majority of the lower costs were primarily driven by a $4.4 million expense recorded in the quarter ended March 31, 2019 relating to a milestone payment payable to the Leukemia and Lymphoma Society, following FDA approval of our BLA for ELZONRIS and first commercial sale. Additionally, the quarter ended March 31, 2019 included higher expenses related to non-cash stock-based compensation expense resulting from the vesting of performance-based equity awards and the manufacturing of ELZONRIS engineering batches for utilization in clinical trials.

Selling, general and administrative expense. Selling, general and administrative expense was $18.5 million for the quarter ended March 31, 2020, compared with $16.0 million for the quarter ended March 31, 2019, representing an increase of $2.5 million. The increase in costs were primarily attributable to ongoing U.S. launch expenses for ELZONRIS and pre-launch ELZONRIS-related costs in support of a potential regulatory approval and launch in the EU.

Interest income. Interest income was $0.6 million for the quarter ended March 31, 2020, compared with $0.5 million for the quarter ended March 31, 2019, representing an increase of $0.1 million. The increase was primarily due to higher average cash and investment balances during 2020 as compared to the prior year.

Liquidity and Capital Resources





Sources of Liquidity


As of March 31, 2020, our cash, cash equivalents and short-term investments totaled $151.5 million. We primarily invest our cash, cash equivalents, and short-term investments in U.S. Treasury and Agency securities and related money market funds and FDIC-insured bank certificates of deposit, with the balance in commercial bank operating accounts. We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations for at least the next two years.

We have financed our operations to date primarily through proceeds from public sales of common stock via our 2013 initial public offering, or IPO, and subsequent follow-on public offerings. Since inception through March 31, 2020, we received net proceeds of $446.6 million from these offerings. We expect our operations to be partially funded in the future by cash inflows from revenues from ELZONRIS. We generated $8.9 million of net product revenues from ELZONRIS for the three months ended March 31, 2020. We have incurred losses and generated negative cash flows from operations since inception.





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Cash Flows



The following table sets forth the primary sources and uses of cash for each of
the periods set forth below:



                                                            Three Months Ended
                                                                 March 31,
                                                          2020              2019
Net cash used in operating activities                 $ (13,773,474 )   $ (22,137,027 )

Net cash provided by (used in) investing activities 29,252,837 (49,629,151 ) Net cash provided by financing activities

                   215,378        86,337,021
Exchange rate changes                                       (25,500 )               -
Net increase in cash and cash equivalents             $  15,669,241     $  14,570,843

Operating activities. The use of cash in all periods resulted primarily from our net losses adjusted for stock-based compensation expense, non-cash depreciation expense and changes in the components of working capital. The net cash used in operating activities during the three months ended March 31, 2020 and 2019 resulted from research and development expenses as we continue our clinical trial activities relating to ELZONRIS, SL-801, and SL-701, as well as preclinical work related to SL-1001 and SL-901. Additional research and development costs also include CMC-related expenses for the manufacture of drug substance and drug product for our product candidates in development. Our cash from operating activities was also effected by the manufacturing of commercial drug product during the three-month period ended March 31, 2020. We also utilized a significant level of cash from our operating activities to support our commercial organization with selling and marketing activities relating to the launch of ELZONRIS in the U.S.

Investing activities. The net cash provided by and used in financing activities for the three months ended March 31, 2020 and 2019, respectively, reflects purchases and redemptions of short-term investments within our U.S. Treasury-related investment and bank certificate of deposit portfolios, net of maturities.

Financing activities. The net cash provided by financing activities for the three months ended March 31, 2020 resulted primarily from the issuance of common stock from the ESPP and exercise of stock options. The net cash provided by financing activities for the three months ended March 31, 2019 resulted primarily from our January 2019 issuance and sale of 10,222,222 common shares via our follow-on public offering. We sold 8,888,889 shares at an offering price of $9 per share. Additionally, the underwriters exercised in full their over-allotment option to purchase an additional 1,333,333 shares at an offering price of $9 per share. Aggregate gross proceeds from the follow-on public offering, including the exercise of the over-allotment option, were $92 million, and net proceeds received after underwriting fees and offering expenses were approximately $86.2 million.





Funding Requirements


Our product and product candidates are in clinical or preclinical development, including ELZONRIS for CMML, MF, AML, and potentially other indications, as well as SL-801, SL-1001, SL-901, and SL-701 at various stages of development. We expect to continue to incur significant expenses for the foreseeable future. We anticipate that our expenses will increase if and as we:

· continue the ongoing clinical trials, and initiate additional clinical trials,


   of our product candidates;



· devise and implement our regulatory strategy, including for our regulatory


   filings in the U.S. and abroad;



· manufacture alternative formulations of ELZONRIS drug product;

· continue the research and development of ELZONRIS in additional indications and


   our other product candidates;



· seek to identify additional product candidates;

· acquire or in-license other products and technologies;

· seek marketing approvals for ELZONRIS in additional indications and our other


   product candidates should they successfully complete pre-market clinical
   trials;



· establish, either on our own or with strategic partners, a manufacturing,


   sales, marketing and distribution infrastructure to commercialize any products
   for which we may obtain marketing approval;




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· continue to incur legal expenses relating to our ongoing litigation;

· maintain, leverage and expand our intellectual property portfolio; and

· add operational, financial and management information systems and related

personnel, including personnel to support our product development and future

global commercialization efforts.

We believe that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least the next two years. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the commercialization of our approved product, development and potential commercialization of our approved product in additional indications and/or our other product candidates, and the extent to which we may enter into collaborations with third-parties for development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with commercialization and development of our product and product candidates. Our future capital requirements will depend on many factors, including:

· the progress and results of the ongoing and future clinical trials of our


   product candidates;



· the costs of future commercialization activities, including product sales


   promotion, marketing, manufacturing and distribution, for our approved product
   or future additional regulatory approvals;



· the scope, progress, results and costs of research and development, preclinical


   development, laboratory testing and clinical trials for our product candidates
   now or in the future;



· the extent to which we acquire or in-license other products and technologies;

· the costs, timing of regulatory preparation and outcome of regulatory review,


   in the U.S. or abroad, of our product or product candidates;



· income, if any, received from commercial sales of our product or product


   candidates, should our approved product be approved in additional indications
   or territories or any of our candidates, beyond our currently approved product,
   receive marketing approval;



· the cost of litigation with third parties, if any;

· the costs of preparing, filing and prosecuting patent applications, maintaining


   and enforcing our intellectual property rights and defending intellectual
   property-related claims; and



· our ability to establish any future collaboration arrangements on favorable


   terms, if at all.



Until such time, if ever, that we can generate substantial product revenue and related income, we expect to finance our cash needs through a combination of efforts which may include equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We do not have any committed external sources of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of a common stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funding through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future income streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.





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If we are unable to raise additional funding through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any relationships with any organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.





Income Taxes


Coronavirus Aid, Relief and Economic Security Act ("CARES Act")

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer's social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. At this time, we do not believe that the CARES Act will have a material impact on our income tax provision for 2020. We will continue to evaluate the impact of the CARES Act on our financial position, results of operations and cash flows.





Tax Loss Carryforwards


As of March 31, 2020, we had net operating losses of $307.4 million for federal and $311.2 million for state purposes, which are available to reduce future taxable income in the United States. We also had federal tax credits of approximately $39.0 million, which may be used to offset future tax liabilities within the United States. The net operating loss and tax credit carryforwards will expire at various dates through 2038, except for net operating losses generated starting on January 1, 2019 and going forward, which have an unlimited life. Net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual utilization limitation pursuant to the change in ownership rules of Internal Revenue Code Section 382 and 383. The amount of the annual limitation is determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. At March 31, 2020, we recorded a 100% valuation allowance against our net operating loss and tax credit carryforwards, within the United States, as we believe it is more likely than not that the tax benefits will not be fully realized.

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