KRYSTAL BIOTECH, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with the consolidated financial statements and related notes thereto included in this Annual Report on Form 10-K. In addition to historical information, this report contains forward-looking statements that involve risks and uncertainties which may cause our actual results to differ materially from plans and results discussed in forward-looking statements. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. "Risk Factors" and "Forward-Looking Statements" included at the beginning of this Annual Report on Form 10-K. The risks and uncertainties can cause actual results to differ significantly from those forecast in forward-looking statements or implied in historical results and trends. We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of theSEC , to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
This section of this Form 10-K generally discusses 2022, 2021 and 2020 items and
year-to-year comparisons between 2022 and 2021, and 2021 and 2020 of the
Company's results of operations and cash flows.
Overview
We are a biotechnology company focused on developing and commercializing genetic medicines for patients with rare diseases. Using our patented platform that is based on engineered HSV-1, we create vectors that efficiently deliver therapeutic transgenes to cells of interest in multiple organ systems. The cell's own machinery then transcribes and translates the encoded effector to treat or prevent disease. We formulate our vectors for non-invasive or minimally invasive routes of administration at a healthcare professional's office or potentially in the patient's home by a healthcare professional. Our goal is to develop easy-to-use medicines to dramatically improve the lives of patients living with rare diseases and chronic conditions. Our innovative technology platform is supported by in-house, commercial scale CGMP manufacturing capabilities. Refer to Part I, Item 1 - Business for more information about our clinical development pipeline and research programs and the status of our product candidates.
Pipeline Highlights and Recent Developments:
•B-VEC is a topical gel containing our novel vector designed to deliver two copies of the COL7A1 transgene for the treatment of DEB, a serious rare skin disease caused by missing or mutated COL7 protein. We submitted a BLA to the FDA for B-VEC for the treatment of DEB inJune 2022 . The FDA accepted the BLA inAugust 2022 granting B-VEC a Priority Review Designation with a PDUFA action date ofFebruary 17, 2023 . InJanuary 2023 , the FDA notified us, that based on manufacturing information submitted to the Agency onDecember 20, 2022 in response to an information request from the FDA, the PDUFA date has been revised toMay 19, 2023 . In this notification, we were also informed that there will be no Advisory Committee meeting for B-VEC and a REMS program is not needed for the B-VEC application. Commercial readiness efforts have been underway for the past two years as we prepare for the potential approval of B-VEC by the FDA and the EMA. Inthe United States our Medical Science Liaisons have been interacting with and educating HCPs on DEB and the importance of genetic testing in ensuring an accurate diagnosis. We have completed the build of Krystal Connect, our US in-house patient services call center staffed with Krystal employees, and are ready, pending FDA approval of B-VEC, to assist patients, care givers and HCPs interested in accessing B-VEC. Additionally, we have hired, trained and deployed commercial field teams who are interacting with physicians, patients, commercial payers across theU.S. to educate on DEB and to prepare for aU.S. launch of B-VEC. We are interacting frequently with the leading physicians in the major markets acrossEurope and inJapan . •We submitted a request for MAA with the EMA inNovember 2022 for B-VEC for the treatment of DEB in patients 6 months and older. The Company was informed by the EMA inJanuary 2023 to modify the PIP waiver request to include patients between birth and 6 months. The Company is modifying the application so that the MAA procedure can officially start in the second half of 2023 with an approval expected in early 2024. •KB105 is a topical gel containing our novel vector designed to deliver two copies of the TGM1 transgene for the treatment of TGM1-ARCI, a serious rare skin disorder caused by missing or mutated TGM1 protein. A randomized, placebo-controlled Phase 1/2 study is ongoing. OnJuly 1, 2021 , we announced complete data from the Phase 1 trial, showing repeat topical KB105 dosing continued to be well tolerated with no adverse events or evidence of immune response. Details of the Phase 1/2 study can be found at www.clinicaltrials.gov under NCT identifier NCT04047732. 55 --------------------------------------------------------------------------------
Nothing included on this website shall be deemed incorporated by reference into
this Annual Report on Form 10-K. We plan to initiate a Phase 2 study in 1H 2023.
•KB104 is a topical gel formulation of our novel vector designed to deliver two copies of the SPINK5 transgene for the treatment of Netherton Syndrome, a debilitating autosomal recessive skin disorder caused by missing or mutated SPINK5 protein. The FDA has granted KB104 rare pediatric designation for the treatment of Netherton Syndrome. We plan to file an IND and initiate a clinical trial of KB104 to treat patients with Netherton Syndrome in 2023. •KB407 is an inhaled (nebulized) formulation of our novel vector designed to deliver two copies of the full-length CFTR transgene for the treatment of cystic fibrosis, a serious rare lung disease caused by missing or mutated CFTR protein. OnSeptember 29, 2021 , we announced that theBellberry Human Research Ethics Committee inAustralia granted approval to conduct a Phase 1 clinical study of inhaled KB407 in patients with cystic fibrosis, and trial initiation is anticipated in first half of 2023. InAugust 2022 , we announced that the FDA had accepted our IND application to evaluate KB407 in a clinical trial to treat patients with cystic fibrosis. We are closely working with Therapeutics Development Network ("TDN") of theCystic Fibrosis Foundation ("CFF") to validate our Phase 1 clinical protocol and plan on initiating a Phase 1 clinical trial in the US in first half of 2023. •KB408 is an inhaled (nebulized) formulation of our novel vector designed to deliver two copies of the SERPINA1 transgene, that encodes for normal human alpha-1 antitrypsin protein, for the treatment of alpha-1 antitrypsin deficiency ("AATD"). We presented preclinical pharmacology data for KB408 at theEuropean Society of Gene & Cell Therapy Virtual Congress that was heldOctober 19-22, 2021 . We are planning to file an IND for KB408 to treat AATD patients in 2023. •KB301 is a solution formulation of our novel vector for intradermal injection designed to deliver two copies of the COL3A1 transgene to address signs of aging or damaged skin caused by declining levels of, or damaged proteins within the extracellular matrix, including type III collagen. We initiated a Phase 1 clinical trial, the PEARL-1 trial, for the treatment of aesthetic skin conditions onAugust 25, 2020 . The Phase 1 dose-ranging trial evaluated the safety, tolerability, and initial efficacy of intradermal injections of KB301 in adult subjects aged 18-75. Details of the Phase 1 study can be found at www.clinicaltrials.gov under NCT identifier (NCT04540900). Nothing included on this website shall be deemed incorporated by reference into this Annual Report on Form 10-K. Complete results from Cohort 1 focused on safety were presented at the 2021 SID Annual Meeting. InMarch 2022 , we announced positive proof-of-concept efficacy and safety data from Cohort 2 of the PEARL-1 study of KB301 for the treatment of aesthetic skin indications. Cohort 2 is a randomized, double-blind, placebo-controlled clinical trial that evaluated the safety and efficacy of KB301 for the improvement of fine lines and skin texture in the lower and upper cheek and for improvement in skin thickness in the knee. Cohort 2 enrolled 27 subjects across two trial sites. Bilateral treatment areas included the neck behind the ear to assess initial safety and on the cheek below and above the zygomatic arch (lower and upper cheek), and around the knee. Subjects were randomized 2:1 to receive low dose KB301 or placebo in the upper cheek and knee as multiple micro depot injections over the selected treatment area with a 33 G needle. Subjects receiving KB301 in the lower check were randomized 2:1 to receive either low dose KB301, high dose KB301 or placebo. Four patients dropped out of the Cohort 2 study - one subject following the initial safety assessment behind the ear, two subjects for unspecified reasons, and one subject due to unevenness in face between active and placebo during the study. A subset of subjects from the PEARL-1 Cohort 2 trial (Cohort 3) were enrolled into a durability trial to look for duration of effect, reduction of the unevenness in placebo treated sites, and for long term safety monitoring. Ten subjects from the PEARL-1 Cohort 2 study were enrolled in durability trial, an open-label study to assess duration of effect below the zygomatic arch (the lower cheek area). The extension cohort enrolled subjects who had received the high dose regimen of KB301 during the efficacy cohort in one or both of their lower cheeks. Subject Satisfaction Scores and Investigator Assessments were measured monthly for three consecutive visits that correspond to timepoints up to nine-months following administration of the last dose of KB301. In addition, subjects with placebo-treated lower cheeks were dosed with KB301 during the open-label extension cohort to normalize their appearance. InNovember 2022 , we announced nine-month durability of effect in Cohort 3 of the PEARL-1 study of KB301. We are planning to initiate a Phase 2 study in fine lines in 2023.
Jeune Aesthetics has several other aesthetic medicine product candidates in
various stages of preclinical development reflected in the chart above in Item
1- Business.
Business Highlights:
•In
clinical efficacy and safety of B-VEC for the treatment of DEB at the 2022
American Academy of Dermatology Annual Meeting.
•In
the treatment of DEB were published in Nature Medicine.
56 -------------------------------------------------------------------------------- •OnApril 5, 2022 , the Company issued and sold 434,782 shares of common stock at a weighted average price of$69.00 per share for net proceeds of$29.1 million after deducting selling commissions of approximately$900 thousand . •OnApril 28, 2022 , the Company entered into a final settlement agreement withPeriphaGen, Inc. ("PeriphaGen") to resolve all claims in the trade secret litigation filed byPeriphaGen inMay 2020 . We paidPeriphaGen an upfront payment of$25.0 million for: (i) the release of all claims in the trade secret litigation withPeriphaGen ; (ii) the acquisition of certainPeriphaGen assets, and (iii) the grant of a license byPeriphaGen for dermatological applications. Upon approval of the Company's first product by the FDA, the Company will payPeriphaGen an additional$12.5 million , followed by three additional$12.5 million contingent milestone payments upon reaching$100.0 million in total cumulative sales,$200.0 million in total cumulative sales and$300.0 million in total cumulative sales. •InApril 2022 , following feedback from the FDA, we announced that we planned to offer patients with DEB, who were enrolled in the GEM-3 OLE, the opportunity to be dosed in their homes by a health care professional. •InApril 2022 , Jeune Aesthetics announced the formation and members of itsScientific Advisory Board , comprised of industry leaders to serve as strategic advisors assisting with program strategy and clinical development. •InMay 2022 , we presented new data entitled "GEM-3: phase 3 safety and immunogenicity results of Beremagene Geperpavec ("B-VEC"), an investigational, topical gene therapy for dystrophic epidermolysis bullosa (DEB)" at the SID 2022 Annual Meeting.
•In
published in the
COVID-19 Update
To date the impact of the COVID-19 pandemic on our business and clinical trials in theU.S. has been minimal. We will continue to assess the potential impact of the pandemic on our business and operations, including our supply chain and preclinical and clinical trial activities. Outside of theU.S. , we have experienced pandemic-related delays in clinical trial initiation inAustralia , and we will continue to closely monitor the impact that future pandemic developments have on this and our other clinical trials, going forward. For additional information regarding the impact of the coronavirus pandemic, please see "Risk Factors - Business interruptions resulting from the COVID-19 outbreak or similar public health crises could cause a disruption of the development efforts of our product candidates and adversely impact our business."
Financial Overview
Revenue
We currently have no approved products for commercial marketing or sale and have not generated any revenue from the sale of products or other sources to date. In the future, we may generate revenue from product sales, royalties on product sales, or license fees, milestones, or other upfront payments if we enter into any collaborations or license agreements. We expect that our future revenue will fluctuate from quarter to quarter for many reasons, including the uncertain timing and amount of any such sales.
Research and Development Expenses
Research and development expenses consist primarily of costs incurred to advance
our preclinical and clinical candidates, which include:
•expenses incurred under agreements with contract manufacturing organizations
("CMOs"), consultants and other vendors that conduct our preclinical activities;
•costs of acquiring, developing and manufacturing clinical trial materials and
lab supplies;
•facility costs, depreciation and other expenses, which include direct expenses
for rent and maintenance of facilities and other supplies; and
•payroll related expenses, including stock-based compensation expense.
We expense internal research and development costs to operations as incurred. We expense third-party costs for research and development activities, such as the manufacturing of preclinical and clinical materials, based on an evaluation of the progress to completion of specific tasks such as manufacturing of drug substance, fill/finish and stability testing, which is 57 -------------------------------------------------------------------------------- provided to us by our vendors. We expect our research and development expenses will increase as we continue the manufacturing of preclinical and clinical materials and manage the clinical trials of, and seek regulatory approval for, our product candidates and expand our product portfolio. In the near term, we expect that our research and development expenses will increase as we continue our open label extension study for B-VEC, resume dosing with KB105 Phase 1/2 clinical trial, initiate a Phase 2 trial for KB301, initiate Phase 1 trials for KB407, initiate a Phase 1 trial for KB104, and incur preclinical expenses for our other product candidates. Due to the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration, costs and timing of clinical trials, and, as a result, the actual costs to complete clinical trials may exceed the expected costs.
General and Administrative Expenses
General and administrative expenses consist principally of salaries and other related costs, including stock-based compensation, for personnel in our executive, commercial, business development and other administrative functions. General and administrative expenses also include professional fees associated with corporate and intellectual property related legal expenses, consulting and accounting services, facility-related costs and expenses associated with obtaining and maintaining patents. Other general and administrative costs include travel expenses. We anticipate that our general and administrative expenses will increase in the future to support the continued research and development of our product candidates. These increases will likely include increased costs for insurance, costs related to the hiring of additional personnel and payments to outside consultants, lawyers and accountants, among other expenses. Additionally, we anticipate that we will continue to increase our salary and personnel costs and other expenses as a result of our preparation for commercial operations.
ASTRA Capital Expenditures
InMarch 2021 , we closed on the purchase of the building that was constructed to house our second CGMP facility, ASTRA. We are currently in the process of constructing the interior build-out of this facility and we have entered into a contract with Whiting-Turner who manages the construction of ASTRA. Further, we have entered into various non-cancellable purchase agreements for long-lead materials to help avoid potential schedule disruptions or material shortages. These contracts typically call for the payment of fees for services or materials upon the achievement of certain milestones. We expect to continue to incur significant capital expenditures related to ASTRA as we construct and validate the facility, which is expected to be completed in 2023.
Interest Income
Interest income consists primarily of income earned from our cash, cash
equivalents and investments.
Interest Expense
Interest expense consists primarily of non-cash interest expense recognized to accrete the build to suit financial obligation to a balance that equaled the cash consideration that was paid upon the close of the purchase of ASTRA.
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial position and results of operations is based on our financial statements, which have been prepared in accordance withU.S. generally accepted accounting principles, or GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate estimates which include, but are not limited to, estimates related to clinical trial and contract manufacturing prepayments and accruals, stock-based compensation expense, accrued expenses, the fair value of financial instruments, the incremental borrowing rate for lease liabilities, and the valuation allowance included in the deferred income tax calculation during the period. We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions. While our significant accounting policies are described in more detail in the notes to our financial statements appearing elsewhere in this Annual Report on Form 10-K, we believe the following accounting policies to be most critical to the judgments and estimates used in the preparation of our financial statements.
As part of the process of preparing our financial statements, we are required to estimate our accrued research and development expenses, prepaid assets and other current liabilities. This process involves reviewing open contracts and 58 -------------------------------------------------------------------------------- commitments, communicating with our personnel to identify services that have been performed for us and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued research and development expenses, prepaid assets and other current liabilities as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. Examples of accrued research and development expenses, prepaid assets and other current liabilities include fees paid to contract manufacturers made in connection with the manufacturing of preclinical and clinical trials materials. We base our expenses related to clinical manufacturing on our estimates of the services performed pursuant to contracts with the entities producing clinical materials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under these types of contracts depend heavily upon the successful completion of many separate tasks involved in the manufacturing of drug product. In accruing service fees, we estimate the time period over which services will be performed, and the actual services performed in each period. If our estimates of the status and timing of services performed differs from the actual status and timing of services performed we may report amounts that are too high or too low in any particular period. To date, there have been no material differences from our estimates to the amount actually incurred.
Stock-Based Compensation
We have applied the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation ("ASC 718"), to account for stock-based compensation. We recognize compensation costs related to stock options granted based on the estimated fair value of the awards on the date of grant. Described below is the methodology we have utilized in measuring stock-based compensation expense.
ASC 718 requires all stock-based payments, including grants of stock options and
restricted stock, to be recognized in the statements of operations based on
their grant-date fair values. Compensation expense is recognized on a
straight-line basis based on the grant-date fair value over the associated
service period of the award, which is generally the vesting term.
Determining the amount of stock-based compensation to be recorded requires us to develop estimates of the fair value of stock-based awards as of their measurement date. We recognize stock-based compensation expense over the requisite service period, which is the vesting period of the award. Calculating the fair value of stock-based awards requires that we make assumptions. We use the Black-Scholes option pricing model to value our stock option awards. Use of this valuation methodology requires that we make assumptions as to the volatility of our common stock, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield. Once our own sufficient historical volatility data was obtained, we eliminated the use of a representative peer group and as of Q4 2021 we use only our own historical volatility data in its estimate of expected volatility given that there is now sufficient amount of historical information regarding the volatility of our own stock price. We use the simplified method to calculate the expected term as prescribed by theSEC Staff Accounting Bulletin No. 107, Share-Based Payment as we do not have sufficient historical stock option activity data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. We utilize a dividend yield of zero based on the fact that we have never paid cash dividends and have no current intention of paying cash dividends. The risk-free interest rate used for each grant is based on theU.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life.
Leases
We account for our lease agreements in accordance withFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 842, Leases ("ASC 842"). As our lease agreements do not provide an implicit rate and as we do not have external borrowings, we use an estimated incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that we would expect to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. For lease arrangements where it has been determined that we have control over an asset that is under construction and is thus considered the accounting owner of the asset during the construction period, we record a construction-in-progress asset ("CIP") and corresponding financial obligation on the consolidated balance sheet. Once the construction is complete, an assessment will be performed to determine whether the lease meets certain "sale-leaseback" criteria. If the sale-leaseback criteria are determined to be met, we will remove the asset and related financial obligation from the balance sheet and treat the building lease as either an operating or finance lease based on our assessment of the guidance. If, upon completion of construction, the project does not meet the "sale-leaseback" criteria, the lease will be treated as a financing obligation and we will depreciate the asset over its estimated useful life for financial reporting purposes. 59 --------------------------------------------------------------------------------
Results of Operations
Years Ended
Years Ended December 31, Change 2022 vs. 2021 vs. (in thousands) 2022 2021 2020 2021 2020 Expenses Research and development$ 42,461 $ 27,884 $ 17,936 $ 14,577 $ 9,948 General and administrative 77,735 40,391 15,063 37,344 25,328 Litigation settlement 25,000 - - 25,000 - Total operating expenses 145,196 68,275 32,999 76,921 35,276 Loss from operations (145,196) (68,275) (32,999) (76,921) (35,276) Other Expense Interest and other income, net 5,221 197 832 5,024 (635) Interest expense - (1,492) - 1,492 (1,492) Total interest and other income, net 5,221 (1,295) 832 6,516 (2,127) Net loss$ (139,975) $ (69,570) $ (32,167) $ (70,405) $ (37,403)
Research and Development Expenses
Research and development expenses increased$14.6 million for the year endedDecember 31, 2022 compared to the year endedDecember 31, 2021 . Higher research and development expenses were due to increases in payroll related expenses of$8.9 million which is primarily driven by an increase in personnel to support overall growth and includes a$4.5 million increase in stock-based compensation, an increase in outsourced research and development activities of$2.3 million , an increase in preclinical, clinical and pre-commercial manufacturing activities of$1.0 million , and an increase in other research and development expenses of$2.4 million , primarily due to increases in depreciation and licensing fees. Research and development expenses increased$9.9 million for the year endedDecember 31, 2021 compared to the year endedDecember 31, 2020 . Higher research and development expenses were due to increases in preclinical, clinical and pre-commercial manufacturing activities of$3.3 million , payroll related expenses of approximately$3.1 million which is primarily driven by an increase in personnel to support overall growth and includes a$2.4 million increase in stock-based compensation, an increase in outsourced research and development activities of$2.0 million , travel related expenses associated with our clinical trial sites of$187 thousand , and other research and development expenses of$1.3 million , primarily due to depreciation and rent.
General and Administrative Expenses
General and administrative expenses increased$37.3 million for the year endedDecember 31, 2022 compared to the year endedDecember 31, 2021 . Higher general and administrative spending was due largely to increased payroll related expenses of approximately$28.8 million which is primarily driven by an increase in personnel to support overall growth and includes an approximate$13.4 million increase in stock-based compensation, increased commercial preparedness expenses of approximately$5.7 million , increased medical affairs costs of$581 thousand , increased travel costs of$536 thousand , and an increase in other administrative expenses of$2.9 million , primarily due to increases in utilities, information technology costs, and conference fees. These increases were partially offset by a decrease in net legal costs of$1.2 million , which consists of a decrease in legal and professional fees of$2.8 million offset by a decrease in litigation proceeds of approximately$1.6 million , due primarily to the settlement of thePeriphaGen litigation. General and administrative expenses increased$25.3 million for the year endedDecember 31, 2021 compared to the year endedDecember 31, 2020 . Higher general and administrative spending was due largely to increased payroll related expenses of approximately$14.7 million which is primarily driven by an increase in personnel to support overall growth and includes an approximate$9.6 million increase in stock-based compensation, commercial preparedness expenses of approximately$3.8 million , legal and professional fees of approximately$3.7 million which is net of$2.1 million of insurance proceeds, software related costs of$1.0 million , medical affairs costs of$508 thousand , insurance costs of$427 thousand and other administrative expenses of$1.2 million .
Litigation settlement
60 --------------------------------------------------------------------------------
We incurred litigation settlement expenses for the year ended
of
financial statements included in this Form 10-K for more information.
Other Income (Expense)
Interest and other income for the year endedDecember 31, 2022 , 2021, and 2020 was$5.2 million ,$197 thousand and$832 thousand , respectively, and consisted of realized gains from maturities of our investments, interest, and dividend income earned from our cash, cash equivalents and investments. Interest expense for the year endedDecember 31, 2022 , 2021 and 2020 was zero,$1.5 million , and zero, respectively. The 2021 interest expense related to accretion of the financial obligation for the build to suit lease liability during the year endedDecember 31, 2021 to a balance that equaled the purchase consideration for ASTRA.
Liquidity and Capital Resources
Overview
OnDecember 31, 2022 , our cash, cash equivalents and short-term investments balance was approximately$379.2 million . Since operations began, we have incurred operating losses. Our net losses were$140.0 million ,$69.6 million , and$32.2 million for the years endedDecember 31, 2022 , 2021, and 2020 respectively. AtDecember 31, 2022 , we had an accumulated deficit of$280.8 million . With the net proceeds raised from our previous public offerings, we believe that our cash, cash equivalents and short-term investments will be sufficient to allow us to fund our operations for at least 12 months from the filing date of this Form 10-K. As we continue to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of our product candidates and the achievement of a level of revenues adequate to support our cost structure. Furthermore, we expect to incur increasing costs associated with satisfying regulatory and quality standards, maintaining product and clinical trials, and furthering our efforts around our current and future product candidates. We may never achieve profitability, and until we do, the Company will continue to need to raise additional capital or obtain financing from other sources. Costs related to clinical trials can be unpredictable and therefore there can be no guarantee that we will have sufficient capital to fund our continued clinical studies of B-VEC, KB105, KB301 or our planned clinical and preclinical studies for our other product candidates, or our operations. Further, we do not expect to generate any product revenues in the first quarter of 2023, assuming we receive marketing approval for B-VEC on the schedule we currently contemplate. While we are in the process of building out our internal vector manufacturing capacity, some of our manufacturing activities will be contracted out to third parties. Additionally, we currently utilize third-partyContract Research Organizations ("CROs") to carry out some of our clinical development activities. As we seek to obtain regulatory approval for any of our product candidates, we expect to continue to incur significant manufacturing and commercialization expenses as we prepare for product sales, marketing, commercial manufacturing, packaging, labeling and distribution. Furthermore, pursuant to our settlement agreement withPeriphaGen , we will be required to pay$12.5 million upon the approval of our first product by the FDA, followed by three additional$12.5 million contingent milestone payments upon reaching$100.0 million in total cumulative sales,$200.0 million in total cumulative sales and$300.0 million in total cumulative sales. Our funds may not be sufficient to enable us to conduct pivotal clinical trials for, seek marketing approval for or commercially launch B-VEC, KB105, KB301 or any other product candidate. Accordingly, to obtain marketing approval for and to commercialize these or any other product candidates, we may be required to obtain further funding through public or private equity offerings, debt financings, collaboration and licensing arrangements or other sources. Adequate additional financing may not be available to us on acceptable terms, if at all. Our failure to raise capital when needed could have a negative effect on our financial condition and our ability to pursue our business strategy.
Operating Capital Requirements
Our primary uses of capital are, and we expect will continue to be for the near future, compensation and related expenses, manufacturing costs for preclinical and clinical materials, third-party clinical trial research and development services, laboratory and related supplies, clinical costs, legal and other regulatory expenses, payments of settlement amounts toPeriphaGen and general overhead costs. In order to complete the process of obtaining regulatory approval for any of our product candidates and to build the sales, manufacturing, marketing and distribution infrastructure that we believe will be necessary to commercialize our product candidates, if approved, we may require substantial additional funding. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated 61 -------------------------------------------------------------------------------- with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:
•the timeline and cost of our OLE study for B-VEC;
•the progress, timing and costs of our ongoing Phase 1/2 clinical trials for
KB105;
•the progress, results and costs of our Phase 2 clinical trials for KB301;
•the progress, results and costs of our Phase 1 clinical trials for KB407;
•the progress, timing, and costs of manufacturing of B-VEC;
•the continued development and the filing of an IND application for future
product candidates;
•the initiation, scope, progress, timing, costs and results of drug discovery, laboratory testing, manufacturing, preclinical studies and clinical trials for any other product candidates that we may pursue in the future, if any;
•the costs of maintaining our own commercial-scale CGMP manufacturing
facilities;
•the outcome, timing and costs of seeking regulatory approvals;
•the costs associated with manufacturing process development and evaluation of
third-party manufacturers;
•the extent to which the costs of our product candidates, if approved, will be
paid by health maintenance, managed care, pharmacy benefit and similar
healthcare management organizations, or will be reimbursed by government
authorities, private health coverage insurers and other third-party payors;
•the costs of commercialization activities for our current and future product candidates if we receive marketing approval for such product candidates we may develop, including the costs and timing of establishing product sales, medical affairs, marketing, distribution and manufacturing capabilities;
•subject to receipt of marketing approval, if any, revenue received from
commercial sale of our current and future product candidates;
•the terms and timing of any future collaborations, licensing, consulting or
other arrangements that we may establish;
•the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, maintenance, defense and enforcement of any patents or other intellectual property rights, including milestone and royalty payments and patent prosecution fees that we are obligated to pay pursuant to our license agreements;
•our current license agreements remaining in effect and our achievement of
milestones under those agreements;
•our ability to establish and maintain collaborations and licenses on favorable
terms, if at all; and
•the extent to which we acquire or in-license other product candidates and
technologies.
We may need to obtain substantial additional funding in order to receive regulatory approval and to commercialize our product candidates. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interests of our existing stockholders may be materially diluted and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. In addition, debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely affect our ability to conduct our business. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back or discontinue the development or commercialization of our product candidates, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to our product candidates that we otherwise would seek to develop or commercialize ourselves.
Contractual Obligations
Operating Leases
Operating lease payments represent our commitments for future minimum rent made under non-cancelable leases for our corporate headquarters inPittsburgh, Pennsylvania , office location inBoston, Massachusetts , office locations inSwitzerland andNetherlands , and for the ground lease associated with our second CGMP manufacturing facility, ASTRA. The 62 -------------------------------------------------------------------------------- total future payments for our operating lease obligations atDecember 31, 2022 are$17.8 million , of which$1.6 million is due in the next twelve months and the remaining payments are due over the terms of the respective leases. For additional details regarding our leases, see Note 7 to our consolidated financial statements included in this Annual Report on Form 10-K.
Clinical Supply and Product Manufacturing Agreements
We enter into various agreements in the normal course of business with CROs, CMOs and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. We are obligated to make milestone payments under certain of these agreements. The estimated remaining commitment as ofDecember 31, 2022 under these agreements is approximately$2.1 million , all of which is expected to be due in the next twelve months.
Commercial Preparedness Agreements
We have contracted with various third parties to facilitate, coordinate and perform agreed upon commercial preparedness and market research activities relating to our lead product candidate, B-VEC. These contracts typically call for the payment of fees for services upon the achievement of certain milestones. The estimated remaining commitment as ofDecember 31, 2022 is$8.4 million , all of which is expected to be due in the next twelve months.
ASTRA Contractual Obligations
We have contracted with various third parties to construct our second CGMP
facility, ASTRA. Additionally, we have entered into various non-cancellable
purchase agreements for long-lead materials to help avoid potential schedule
disruptions or material shortages. These contracts typically call for the
payment of fees for services or materials upon the achievement of certain
milestones. The estimated remaining commitment as of
Cash Flows
The following table summarizes our sources and uses of cash (in thousands):
Years Ended
2022 2021 2020 Net cash used in operating activities$ (100,569) $ (47,938) $ (26,083) Net cash used in investing activities (114,083) (226,770) (11,181) Net cash provided by financing activities 35,347 347,685 118,019 Effect of exchange rate changes on cash and cash equivalents (41) - - Net change in cash$ (179,346) $ 72,977 $ 80,755 Operating Activities Net cash used in operating activities for the yearDecember 31, 2022 was$100.6 million and consisted primarily of a net loss of$140.0 million adjusted for non-cash items of$36.6 million primarily made up of stock-based compensation expense of$33.2 million and depreciation and amortization of$4.1 million , and cash provided by decreases in net working capital of approximately$2.8 million . Net cash used in operating activities for the yearDecember 31, 2021 was$47.9 million and consisted primarily of a net loss of$69.6 million adjusted for non-cash items of$19.1 million primarily made up of stock-based compensation expense of$15.3 million , depreciation and amortization of$2.8 million and build to suit interest expense of$1.5 million , and cash provided by decreases in net working capital of approximately$2.5 million . Net cash used in operating activities for the year endedDecember 31, 2020 was$26.1 million and consisted primarily of a net loss of$32.2 million adjusted for non-cash items of$5.2 million primarily made up of depreciation and amortization of$1.9 million and stock-based compensation expense of$3.3 million , and cash provided by decreases in net working capital of approximately$918 thousand . Investing Activities Net cash used in investing activities for the year endedDecember 31, 2022 was approximately$114.1 million and consisted primarily of purchases of$318.8 million of available-for-sale investment securities, and expenditures of$53.0 million on the build-out of our ASTRA facility, leasehold improvement of new office space, and purchases of computer and laboratory equipment, partially offset by proceeds of$257.7 million from maturities of investments. 63 -------------------------------------------------------------------------------- Net cash used in investing activities for the year endedDecember 31, 2021 was approximately$226.8 million and consisted primarily of purchases of$190.5 million of available-for-sale investment securities, and expenditures of$68.3 million on the build-out of our ASTRA facility, leasehold improvement of new office space, and purchases of computer and laboratory equipment, partially offset by proceeds of$32.0 million from maturities of investments. Net cash used in investing activities for the year endedDecember 31, 2020 was$11.2 million and consisted primarily of purchases of$3.2 million of short-term available-for-sale investment securities, and expenditures of$14.8 million on the build-out of our ASTRA facility, leasehold improvement of new office space, and purchases of computer and laboratory equipment, partially offset by proceeds of$6.9 million from maturities of short-term investments.
Financing Activities
Net cash provided by financing activities for the year endedDecember 31, 2022 was$35.3 million and was primarily from proceeds from public offerings of 434,782 shares of our common stock at a weighted average price of$69.00 per share through our at-the-market equity offering program ("ATM") Program. Our net proceeds from the offerings were$29.1 million after deducting underwriting discounts and commissions of approximately$900 thousand . Additionally, we received$7.0 million of proceeds related to the exercise and settlement of employee stock options and restricted stock awards, offset by$649 thousand of taxes paid for the settlement of restricted stock awards. Net cash provided by financing activities for the year endedDecember 31, 2021 was$347.7 million and was primarily from proceeds from follow-on public offerings of 2,211,538 shares of its common stock, including 288,461 shares purchased by the underwriters, at$65.00 per share and 2,866,667 shares of its common stock, including 200,000 shares purchased by the underwriters, at$75.00 per share. Our net proceeds from the offerings were$336.8 million after deducting underwriting discounts and commissions of approximately$21.5 million , and other offering expenses payable of$425 thousand . Net cash provided by financing activities for the year endedDecember 31, 2020 was$118.0 million and was primarily from proceeds from our public offering inMay 2020 of 2,275,000 shares of our common stock to the public at$55 per share. Our net proceeds from the offering were$117.2 million after deducting underwriting and commissions of approximately$7.5 million and other offering expenses of approximately$463 thousand .
Recent Accounting Pronouncements
See note 2 to our consolidated financial statements.
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Q4 2022 Shareholder Letter
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