crvs_Current_Folio_10Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Corvus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


 

 

 

Delaware

001-37719

46-4670809

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

863 Mitten Road, Suite 102
Burlingame, CA 94010

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 900-4520

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or any emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ◻ (Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☒

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐     No ☒

As of August 2, 2018,  29,197,857 shares of the registrant’s common stock, $0.0001 par value per share, were outstanding.

 

 

 

 

 


 

Table of Contents

CORVUS PHARMACEUTICALS, INC.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2018

 

TABLE OF CONTENTS

 

 

 

 

 

PART I — FINANCIAL INFORMATION 

 

 

 

 

Item 1. 

    

Financial Statements (unaudited)

3

 

 

Condensed Consolidated Balance Sheets

3

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

4

 

 

Condensed Consolidated Statements of Cash Flows

5

 

 

Notes to Condensed Consolidated Financial Statements

6

Item 2. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3. 

 

Quantitative and Qualitative Disclosures About Market Risk

22

Item 4 

 

Controls and Procedures

23

 

 

 

 

PART II — OTHER INFORMATION 

 

 

 

 

Item 1. 

 

Legal Proceedings

24

Item 1A. 

 

Risk Factors

24

Item 2. 

 

Unregistered Sales of Equity Securities and Use of Proceeds

63

Item 3. 

 

Defaults Upon Senior Securities

63

Item 4. 

 

Mine Safety Disclosures

63

Item 5. 

 

Other Information

63

Item 6. 

 

Exhibits

64

 

 

 

 

SIGNATURES 

65

 

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PART I - FINANCIAL INFORMATION

 

Item 1.  Unaudited Condensed Financial Statements

 

CORVUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

June 30, 

 

 

December 31, 

 

    

2018

    

2017

Assets

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

28,068

 

$

45,106

Marketable securities

 

 

105,157

 

 

44,949

Prepaid and other current assets

 

 

1,208

 

 

1,179

Total current assets

 

 

134,433

 

 

91,234

Property and equipment, net

 

 

2,293

 

 

2,672

Other assets

 

 

1,193

 

 

869

Total assets

 

$

137,919

 

$

94,775

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

2,255

 

$

3,454

Accrued and other liabilities

 

 

7,524

 

 

5,515

Total current liabilities

 

 

9,779

 

 

8,969

Other liabilities

 

 

741

 

 

971

Total liabilities

 

 

10,520

 

 

9,940

Commitments and contingencies (Note 11)

 

 

  

 

 

  

Stockholders’ equity:

 

 

  

 

 

  

Preferred stock: $0.0001 par value; 10,000,000 shares authorized at June 30, 2018 and December 31, 2017; 0 shares issued and outstanding at June 30, 2018 and December 31, 2017

 

 

 —

 

 

 —

Common stock: $0.0001 par value; 290,000,000 shares authorized at June 30, 2018 and December 31, 2017; 29,197,857 and 21,041,250 shares issued and outstanding at June 30, 2018 and December 31, 2017 respectively

 

 

 3

 

 

 2

Additional paid-in capital

 

 

276,882

 

 

208,408

Accumulated other comprehensive loss

 

 

(20)

 

 

(41)

Accumulated deficit

 

 

(149,466)

 

 

(123,534)

Total stockholders’ equity

 

 

127,399

 

 

84,835

Total liabilities and stockholders’ equity

 

$

137,919

 

$

94,775

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CORVUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2018

    

2017

    

2018

    

2017

    

Operating expenses:

 

 

  

 

 

  

 

 

  

 

 

  

 

Research and development

 

$

9,715

 

$

12,386

 

$

21,818

 

$

25,884

 

General and administrative

 

 

2,543

 

 

2,788

 

 

5,084

 

 

5,507

 

Total operating expenses

 

 

12,258

 

 

15,174

 

 

26,902

 

 

31,391

 

Loss from operations

 

 

(12,258)

 

 

(15,174)

 

 

(26,902)

 

 

(31,391)

 

Interest income and other expense, net

 

 

627

 

 

193

 

 

970

 

 

374

 

Net loss

 

$

(11,631)

 

$

(14,981)

 

$

(25,932)

 

$

(31,017)

 

Net loss per share, basic and diluted

 

$

(0.40)

 

$

(0.73)

 

$

(1.01)

 

$

(1.52)

 

Shares used to compute net loss per share, basic and diluted

 

 

28,979,514

 

 

20,426,849

 

 

25,785,543

 

 

20,388,820

 

Other comprehensive income (loss):

 

 

 

 

 

  

 

 

 

 

 

  

 

Unrealized gain (loss) on marketable securities

 

 

19

 

 

11

 

 

21

 

 

(13)

 

Comprehensive loss

 

$

(11,612)

 

$

(14,970)

 

$

(25,911)

 

$

(31,030)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CORVUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 

 

 

    

2018

    

2017

    

Cash flows from operating activities

 

 

  

 

 

  

 

Net loss

 

$

(25,932)

 

$

(31,017)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

  

 

 

  

 

Depreciation and amortization

 

 

439

 

 

412

 

Accretion related to marketable securities

 

 

(232)

 

 

(113)

 

Stock-based compensation

 

 

3,536

 

 

2,989

 

Changes in operating assets and liabilities:

 

 

  

 

 

  

 

Prepaid and other current assets

 

 

(9)

 

 

(184)

 

Other assets

 

 

(323)

 

 

 –

 

Accounts payable

 

 

(1,199)

 

 

2,322

 

Accrued and other liabilities

 

 

2,015

 

 

1,350

 

Other long-term liabilities

 

 

(229)

 

 

(218)

 

Net cash used in operating activities

 

 

(21,934)

 

 

(24,459)

 

Cash flows from investing activities

 

 

  

 

 

  

 

Purchases of marketable securities

 

 

(99,455)

 

 

(47,072)

 

Maturities of marketable securities

 

 

39,479

 

 

100,800

 

Purchase of property and equipment

 

 

(60)

 

 

(232)

 

Net cash provided by (used) in investing activities

 

 

(60,036)

 

 

53,496

 

Cash flows from financing activities

 

 

  

 

 

  

 

Proceeds from issuance of common stock, net

 

 

64,877

 

 

 –

 

Proceeds from exercise of common stock options

 

 

55

 

 

 8

 

Net cash provided by financing activities

 

 

64,932

 

 

 8

 

Net increase (decrease) in cash and cash equivalents

 

 

(17,038)

 

 

29,045

 

Cash and cash equivalents at beginning of the period

 

 

45,106

 

 

5,050

 

Cash and cash equivalents at end of the period

 

$

28,068

 

$

34,095

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CORVUS PHARMACEUTICALS, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

1. Organization

 

Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”) was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical-stage biopharmaceutical company focused on the development and commercialization of precisely targeted oncology therapies. The Company’s operations are located in Burlingame, California. The Company has four insignificant subsidiaries.

 

Initial Public Offering

 

On March 22, 2016, the Company’s registration statement on Form S-1 (File No. 333-208850) relating to its initial public offering (“IPO”) of its common stock was declared effective by the Securities and Exchange Commission (“SEC”) and the shares of its common stock began trading on the NASDAQ Global Market on March 23, 2016. The public offering price of the shares sold in the IPO was $15.00 per share. The IPO closed on March 29, 2016, pursuant to which the Company sold 4,700,000 shares of its common stock. On April 26, 2016, the Company sold an additional 502,618 shares of its common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $15.00 per share. The Company received aggregate net proceeds of approximately $70.6 million, after underwriting discounts, commissions and offering expenses.  Immediately prior to the consummation of the IPO, all outstanding shares of convertible preferred stock were converted into common stock.

 

Follow-on Public Offering

 

In March 2018, the Company completed a follow-on public offering in which the Company sold 8,117,647 shares of common stock at a price of $8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $64.9 million, net of underwriting discounts and commissions and offering expenses payable by the Company.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Since its inception, the Company has incurred significant losses and negative cash flows from operations. During the six months ended June  30, 2018, the Company incurred a net loss of $25.9 million and used $21.9 million of cash in operations. As of June  30, 2018, the Company had an accumulated deficit of $149.5 million and cash, cash equivalents and marketable securities of $133.2  million. The Company has financed its operations primarily with the proceeds from the sale of stock. The Company will need to raise additional capital to meet its business objectives. The Company believes that its current cash, cash equivalents and marketable securities will be sufficient to fund its planned expenditures and meet its obligations through at least the next twelve months from the issuance of these financial statements.

 

Unaudited Interim Financial Information

 

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented.

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The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated results of operations for the three and six months ended June  30, 2018 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2018.

 

Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates.

 

Concentrations of Credit Risk and Other Risks and Uncertainties

 

Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. government agency securities and corporate debt obligations, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities.

 

The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability.

 

Segments

 

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision‑maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of oncology therapies.

 

Critical Accounting Policies

 

The Company’s critical accounting policies are described in Note 2 to our consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K.  There have been no material changes to the Company’s critical accounting policies during the six months ended June 30, 2018.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09, Revenue from Contracts with Customers, which required an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014‑09 will replace most existing revenue recognition guidance in U.S. GAAP when it became effective on January 1, 2018 for public companies. The standard permits the use of either the retrospective or cumulative effect transition method.  In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus

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Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations in ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. These standards have the same effective date and transition date of January 1, 2018. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did not have a material impact on its condensed consolidated financial statements as the Company is not yet generating revenues.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) that replaces existing lease guidance. The new standard requires lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. Further in 2018, the FASB provided an optional transition and practical expedient to not evaluate under the new guidance existing or expired land easements that were not previously accounted for as leases under the current guidance. The standard is effective for the Company beginning January 1, 2019, with early application permitted. The Company is currently assessing the impact of this guidance on its condensed consolidated financial statements.

 

 

3. Net Loss per Share

 

The following table shows the calculation of net loss per share (in thousands, except share and per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2018

    

2017

    

2018

    

2017

    

Numerator:

 

 

  

 

 

  

 

 

  

 

 

  

 

Net loss - basic and diluted

 

$

(11,631)

 

$

(14,981)

 

$

(25,932)

 

$

(31,017)

 

Denominator:

 

 

 

 

 

  

 

 

 

 

 

  

 

Weighted average common shares outstanding

 

 

29,194,462

 

 

20,934,514

 

 

26,048,630

 

 

20,931,765

 

Less: weighted average common shares subject to repurchase

 

 

(214,948)

 

 

(507,665)

 

 

(263,087)

 

 

(542,945)

 

Weighted average common shares outstanding used to compute basic and diluted net loss per share

 

 

28,979,514

 

 

20,426,849

 

 

25,785,543

 

 

20,388,820

 

Net loss per share, basic and diluted

 

$

(0.40)

 

$

(0.73)

 

$

(1.01)

 

$

(1.52)

 

 

The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti‑dilutive effect:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2018

    

2017

    

2018

    

2017

    

Common stock subject to repurchase

 

172,955

 

465,451

 

172,955

 

465,451

 

Outstanding options

 

3,019,438

 

2,441,856

 

3,019,438

 

2,441,856

 

Total shares of common stock equivalents

 

3,192,393

 

2,907,307

 

3,192,393

 

2,907,307

 

 

 

 

4. Fair Value Measurements

 

Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those

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inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:

 

Level 1—Quoted prices in active markets for identical assets or liabilities

 

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

 

Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability

 

There have been no transfers of assets and liabilities between levels of hierarchy.

 

The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs.

 

The following tables present information as of June  30, 2018 and December 31, 2017 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

Fair Value Measured Using

 

Total

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Balance

Assets

 

 

  

 

 

  

 

 

  

 

 

  

Cash equivalents

 

$

 —

 

$

27,486

 

$

 —

 

$

27,486

Marketable securities

 

 

 —

 

 

105,157

 

 

 —

 

 

105,157

 

 

$

 —

 

$

132,643

 

$

 —

 

$

132,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

Fair Value Measured Using

 

Total

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Balance

Assets

 

 

  

 

 

  

 

 

  

 

 

  

Cash equivalents

 

$

 –

 

$

44,555

 

$

 —

 

$

44,555

Marketable securities

 

 

 –

 

 

44,949

 

 

 —

 

 

44,949

 

 

$

 –

 

$

89,504

 

$

 —

 

$

89,504

 

As of June  30, 2018, marketable securities had a maximum remaining maturity of twelve months.

 

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As of June  30, 2018 and December 31, 2017, the fair value of available for sale marketable securities by type of security were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

Cost

 

Gains

 

Losses

 

Value

Government agency securities

 

$

78,747

 

$

 —

 

$

(20)

 

$

78,727

Corporate debt obligations

 

 

26,430

 

 

 —

 

 

 —

 

 

26,430

 

 

$

105,177

 

$

 —

 

$

(20)

 

$

105,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

Cost

 

Gains

 

Losses

 

Value

Government agency securities

 

$

32,311

 

$

 —

 

$

(39)

 

$

32,272

Corporate debt obligations

 

 

12,679

 

 

 —

 

 

(2)

 

 

12,677

 

 

$

44,990

 

$

 —

 

$

(41)

 

$

44,949

 

 

5. License and Collaboration Agreements

 

Scripps Licensing Agreement

 

In December 2014, the Company entered into a license agreement with The Scripps Research Institute (“Scripps”), pursuant to which it was granted a non‑exclusive, world‑wide license for all fields of use under Scripps’ rights in certain know‑how and technology related to a mouse hybridoma clone expressing an anti‑human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march‑in rights granted to the U.S. government.

 

Upon execution of the agreement, the Company made a one‑time cash payment to Scripps of $10,000 in 2015 and is also obligated to pay a minimum annual fee to Scripps of $25,000. The one‑time cash payment was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The first minimum annual fee payment was due on the first anniversary of the effective date of the agreement and will be due on each subsequent anniversary of the effective date for the term of the agreement. The Company is also required to make performance‑based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $2.6 million. The Company is also required to pay royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate in the low‑single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made.

 

The Company’s license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company’s license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product‑by‑product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period.

 

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Vernalis Licensing Agreement

 

In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited (“Vernalis”), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including CPI-444. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. In February 2017, the Company made a milestone payment of $3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent CPI-444 in the Company’s Phase 1/1b clinical trial. The aggregate potential milestone payments exceed $200 million for all indications.

 

The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing CPI‑444 on a product‑by‑product and country‑by‑country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing CPI‑444 range from the mid‑single digits up to the low‑double digits on a country‑by‑country net sales basis. The royalties on other licensed products that do not include CPI‑444 also increase with the amount of net sales on a product-by-product and country‑by‑country basis and range from the low‑single digits up to the mid‑single digits on a country‑by‑country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period.

 

The agreement will expire on a product‑by‑product and country‑by‑country basis upon the expiration of the Company’s payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event.

 

Genentech Collaboration Agreements

 

In October 2015, the Company entered into a clinical trial collaboration agreement with Genentech to evaluate the safety, tolerability and preliminary efficacy of CPI-444 combined with Genentech’s investigational cancer immunotherapy, Tecentriq (atezolizumab), a fully humanized monoclonal antibody targeting protein programmed cell death ligand 1(“PD-L1”), in a variety of solid tumors in a Phase 1/1b clinical trial. Pursuant to this agreement, the Company will be responsible for the conduct and cost of the relevant studies, under the supervision of a joint development committee made up of representatives of the Company and representatives of Genentech. Genentech will supply Tecentriq. As part of the agreement, the Company granted Genentech certain rights of first negotiation to participate in future clinical trials that the Company may conduct evaluating the administration of CPI-444 in combination with an anti-PD-1 or anti-PD-L1 antibody. If the Company and Genentech do not reach agreement on the terms of any such participation by Genentech within a specified time period, the Company retains the right to collaborate with third parties in such activities. The Company also granted Genentech certain rights of first negotiation should it decide to license development and commercialization rights to CPI-444. Should the Company and Genentech not reach agreement on the terms of such a license within a specified time period, it retains the right to enter into a license with another third party.

 

The Company and Genentech each have the right to terminate the agreement for material breach by the other party. In addition, the agreement may be terminated by either party due to safety considerations, if directed by a regulatory authority or if development of CPI-444 or Tecentriq is discontinued. Further, the agreement will expire after a set period of time following the provision by the Company of the final clinical study report to Genentech.

 

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In May, 2017, the Company signed a second clinical trial collaboration agreement with Genentech.   Under this second agreement, CPI-444 administered in combination with Tecentriq (atezolizumab) will be evaluated in a Phase 1b/2 randomized, controlled clinical study as second-line therapy in patients with non-small cell lung cancer who are resistant and/or refractory to prior therapy with an anti-PD-(L)1 antibody.  It is anticipated that the study will enroll up to 65 patients in the treatment arm.  Genentech will be responsible for the conduct of the study and the parties will share the cost of the Phase 1b/2 trial, which began enrolling patients in the fourth quarter of 2017. The Company is responsible for supplying CPI-444 and retains global development and commercialization rights to CPI-444. The Company and Genentech each have the right to terminate the agreement for material breach by the other party. In addition, the agreement may be terminated by either party due to safety considerations, if directed by a regulatory authority or if development of CPI-444 or Tecentriq is discontinued.

 

6. Balance Sheet Components (in thousands)

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2018

    

2017

    

Prepaid and Other Current Assets

 

 

 

 

 

 

 

Interest receivable

 

$

294

 

$

132

 

Prepaid research and development manufacturing expenses

 

 

67

 

 

327

 

Prepaid insurance

 

 

333

 

 

164

 

Other

 

 

514

 

 

556

 

 

 

$

1,208

 

$

1,179

 

Property and Equipment

 

 

 

 

 

 

 

Laboratory equipment

 

$

2,092

 

$

2,034

 

Computer equipment and purchased software

 

 

129

 

 

130

 

Leasehold improvements

 

 

2,082

 

 

2,078

 

 

 

 

4,303

 

 

4,242

 

Less: accumulated depreciation and amortization

 

 

(2,010)

 

 

(1,570)

 

 

 

$

2,293

 

$

2,672

 

Accrued and Other Liabilities

 

 

 

 

 

 

 

Accrued clinical trial related

 

$

2,992

 

$

2,870

 

Accrued manufacturing expense

 

 

3,026

 

 

1,056

 

Personnel related

 

 

696

 

 

572

 

Deferred rent

 

 

427

 

 

410

 

Accrued legal and accounting

 

 

118

 

 

224

 

Other accrued expenses

 

 

265

 

 

383

 

 

 

$

7,524

 

$

5,515

 

Other Liabilities

 

 

 

 

 

 

 

Deferred rent

 

$

738

 

$

960

 

Shares subject to vesting

 

 

 3

 

 

11

 

 

 

$

741

 

$

971

 

 

 

7. Common Stock

 

As of June 30, 2018, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

 

Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of June  30, 2018, no dividends on common stock had been declared.

 

In September 2017, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $125,000,000, through an at-the-market equity offering program under which Cowen will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the Sales Agreement are

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deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Cowen is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the Sales Agreement. During the six months ended June  30, 2018, the Company received no proceeds from the sale of shares of common stock pursuant to the Sales Agreement.

 

The Company has reserved shares of common stock for issuance as follows:

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2018

    

2017

    

Shares available for future option grants

 

3,371,531

 

2,576,535

 

Outstanding options

 

3,019,438

 

3,013,394

 

Unvested restricted common stock (founders and early exercise of stock options)

 

172,955

 

319,203

 

Shares reserved for employee stock purchase plan

 

400,000

 

400,000

 

Total

 

6,963,924

 

6,309,132

 

 

 

8. Stock Option Plans

 

In February 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years. The 2014 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant.

 

In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the “2016 Plan”), became effective. Under the 2016 Plan, incentive stock options, non-statutory stock options, stock purchase rights and other stock-based awards may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years. The 2016 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares.

 

Activity under the Company’s stock option plans is set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

    

 

    

 

    

Weighted‑

 

 

Shares

 

 

 

Average

 

 

Available

 

Number of 

 

Exercise

 

    

for Grant

    

Options

    

Price

Balance at December 31, 2017

 

2,576,535

 

3,013,394

 

$

11.78

Additional shares authorized

 

840,000

 

 —

 

 

 —

Options granted

 

(353,500)

 

353,500

 

 

10.93

Options exercised

 

 —

 

(38,960)

 

 

1.23

Options forfeited

 

308,496

 

(308,496)

 

 

14.04

Balance at June 30, 2018

 

3,371,531

 

3,019,438

 

$

11.58

 

 

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9. Stock‑Based Compensation

 

The Company’s results of operations include expenses relating to employee and non‑employee stock‑based awards as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2018

    

2017

    

2018

    

2017

    

Research and development

 

$

785

 

$

642

 

$

1,545

 

$

1,265

 

General and administrative

 

 

951

 

 

879

 

 

1,991

 

 

1,724

 

Total

 

$

1,736

 

$

1,521

 

$

3,536

 

$

2,989

 

 

 

10. Income Taxes

 

During the three and six months ended June  30, 2018 and 2017, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items.

 

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the "Tax Act") was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. The Company was required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows the Company to record provisional amounts to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate during a measurement period not to extend beyond one year of the enactment date.

 

The Company have not made any additional measurement-period adjustments related to Global Intangible Low-Taxed Income (“GILTI”) and have not yet made a policy decision regarding whether to record deferred taxes on GILTI during the three and six months ended June  30, 2018. However, the Company is continuing to gather additional information to complete its accounting for GILTI and expect to complete its accounting within the prescribed measurement period in accordance with SAB 118.

 

11. Commitments and Contingencies

 

Facility Lease

 

In January 2015, the Company signed an initial operating lease, effective February 1, 2015 for 8,138 square feet of office and laboratory space with a one‑year term. Between January 2015 and April 2018, the Company entered into a series of lease amendments to increase the amount of leased space to 27,100 square feet and extend the expiration of the lease to February 2021. The lease agreement includes an annual rent escalation clause and a right to extend the term at the then current market rate for three years. Under the lease and subsequent amendments, the landlord provided approximately $1.9 million in free rent and lease incentives. The Company records rent expense on a straight-line basis over the effective term of the lease, including any free rent periods and incentives. The lease requires the Company to pay additional amounts for operating and maintenance expenses. Rent expense related to the facilities lease for the three and six months ended June  30, 2018 was approximately $167,000 and $344,000, respectively. Rent expense for the three and six months ended June 30, 2017 was approximately $184,000 and $367,000, respectively.

 

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As of June  30, 2018, future minimum lease payments under the facility lease were as follows (in thousands):

 

 

 

 

 

Year Ended December 31 (in thousands)

    

 

 

2018*

 

$

537

2019

 

 

1,103

2020

 

 

1,135

2021

 

 

95

Total

 

$

2,870


*     Remainder of the year

 

Indemnifications

 

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third‑party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. There have been no claims to date and the Company has a directors and officers insurance policy that may enable it to recover a portion of any amounts paid for future claims.

 

Legal Proceedings

 

The Company is not a party to any material legal proceedings.

 

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and notes for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2018.

 

This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions.  Our actual results could differ materially from those discussed in these forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this report entitled “Risk Factors.” Except as may be required by law, we assume no obligation to update these forward-looking statements or the reasons that results could differ from these forward-looking statements.

 

Overview

 

We are a clinical stage biopharmaceutical company focused on the development and commercialization of precisely targeted oncology therapies.  Since we began operations in November 2014, we have built a pipeline of five immuno-oncology programs, three of which focus on the adenosine-cancer axis to modulate an immune response. Our lead product candidate, CPI-444, is an oral, small molecule antagonist of the A2A receptor for adenosine, an immune checkpoint. In January 2016, we began enrolling patients in a large expansion cohort trial for CPI-444. This Phase 1/1b clinical trial is designed to examine safety, tolerability, biomarkers and preliminary efficacy of CPI-444 in several solid tumor types, both as a single agent and in combination with Genentech, Inc.’s cancer immunotherapy, Tecentriq® (atezolizumab), a fully humanized monoclonal antibody targeting PD-L1. In November 2016, we completed enrollment of 48 patients in the first step of the Phase 1/1b clinical trial, which was designed to determine the optimal dose of CPI-444 as both a single agent therapy and in combination with Tecentriq for use in the cohort expansion stage of the trial. The expansion cohort portion of the trial enrolled patients with non-small cell lung cancer (“NSCLC”), renal cell cancer (“RCC”), melanoma (“MEL”), triple negative breast cancer (“TNBC”) and other cancers including colorectal cancer, prostate cancer, head and neck cancer and bladder cancer at 35 leading medical centers in the U.S., Australia and Canada. In 2017, both the single agent and combination arms of the NSCLC and RCC cohorts met the protocol-defined criteria for expansion from 14 to 26 patients, and both arms of the RCC cohort further met the protocol-defined criteria for expansion to 48 patients. In March 2018, we amended our Phase 1/1b trial to treat up to an additional 50 RCC patients with the combination of CPI-444 and Tecentriq. Eligible patients must have failed no more than two prior regimens, which must include an anti-PD(L)-1 and a tyrosine kinase inhibitor.  In December 2017, Genentech began enrolling patients in a Phase 1b/2 trial that is evaluating CPI-444 in combination with Tecentriq in patients with NSCLC under an umbrella protocol known as Morpheus.

 

In March 2018, we initiated a Phase 1/1b clinical trial for CPI-006, an anti-CD73 monoclonal antibody (“CPI-006”), as a single agent and in combination with CPI-444, and in combination with an anti-PD-1 in patients with advanced solid tumors. We are also conducting Investigational New Drug (“IND”) application-enabling studies for the lead development candidate for our ITK program, CPI-818, and plan to submit an IND application and initiate a Phase 1 clinical trial for this candidate in early 2019.  In addition, in 2018 we expect to initiate IND-enabling studies for the monoclonal antibody to a novel target we licensed in 2017. We believe the breadth and status of our pipeline demonstrates our management team’s expertise in understanding and developing immuno-oncology assets as well as in identifying product candidates that can be in-licensed and further developed internally to treat many types of cancer. We hold worldwide rights to all of our product candidates.

 

To date, the majority of our efforts have been focused on the research, development and advancement of CPI‑444 and CPI-006, and we have not generated any revenue from product sales and, as a result, we have incurred significant losses. We expect to continue to incur significant research and development and general and administrative expenses related to our operations. During the six months ended June 30, 2018 we incurred a net loss of $25.9 million and used $21.9 million in operations. As of June 30, 2018, we had an accumulated deficit of $149.5 million. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue our

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development of, seek regulatory approval for and begin to commercialize CPI-444 and CPI-006, and as we develop other product candidates. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

 

Since our inception and through June 30, 2018, we have funded our operations primarily through the sale and issuance of stock. In November 2014, January 2015 and June 2015, we received aggregate net proceeds of $33.3 million from the sale of our Series A convertible preferred stock. In September 2015, we received net proceeds of $74.8 million from the sale of our Series B convertible preferred stock. On March 22, 2016, our registration statement on Form S-1 (File No. 333-208850) relating to our initial public offering (“IPO”) of our common stock was declared effective by the SEC. Shares of our common stock began trading on the Nasdaq Global Market on March 23, 2016. The IPO closed on March 29, 2016, pursuant to which we sold 4,700,000 shares of our common stock at a public offering price of $15.00 per share. In April 2016, we sold an additional 502,618 shares of our common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $15.00 per share. We received aggregate net proceeds of approximately $70.6 million, after underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of the IPO, all of our outstanding shares of convertible preferred stock were converted into 14.3 million shares of our common stock.  In March 2018, in a follow-on offering, we sold 8,117,647 shares of our common stock at a price of $8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock.  We received aggregate net proceeds of approximately $64.9 million, after underwriting discounts, commissions and offering expenses.

 

On September 20, 2017, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $125,000,000, through an at-the-market equity offering program under which Cowen will act as our sales agent. The issuance and sale of shares of common stock by us pursuant to the Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Cowen is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the Sales Agreement.

 

As of June 30, 2018, we had capital resources consisting of cash, cash equivalents and marketable securities of approximately $133.2 million. We do not expect our existing capital resources to be sufficient to enable us to fund the completion of our clinical trials and remaining development program of either CPI-444 and CPI-006 through commercialization. In addition, our operating plan may change as a result of many factors, including those described in the section of this report entitled “Risk Factors” and others currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity, debt financings or other sources, such as strategic collaborations. Such financing would result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. If we raise additional capital through strategic collaboration agreements, we may have to relinquish valuable rights to our product candidates, including possible future revenue streams. In addition, additional funding may not be available to us on acceptable terms or at all and any additional fundraising efforts may divert our management from its day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. Furthermore, even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations.

 

We currently have no manufacturing capabilities and do not intend to establish any such capabilities. We have no commercial manufacturing facilities for our product candidates. As such, we are dependent on third parties to supply our product candidates according to our specifications, in sufficient quantities, on time, in compliance with appropriate regulatory standards and at competitive prices.

 

Critical Accounting Policies

 

Our critical accounting policies are described in Note 2 to our consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K. There have been no material changes to our critical accounting policies during the six months ended June 30, 2018.

 

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Financial Overview

 

Revenue

 

To date, we have not generated any revenues. We do not expect to receive any revenues from any product candidates that we develop unless and until we obtain regulatory approval and commercialize our products or enter into revenue-generating collaboration agreements with third parties.

 

Research and Development Expenses

 

Our research and development expenses consist primarily of costs incurred to conduct research and development of our product candidates. We record research and development expenses as incurred. Research and development expenses include:

 

·

employee-related expenses, including salaries, benefits, travel and non-cash stock-based compensation expense;

 

·

external research and development expenses incurred under arrangements with third parties, such as contract research organizations, preclinical testing organizations, contract manufacturing organizations, academic and non-profit institutions and consultants;

 

·

costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use;

 

·

license fees; and

 

·

other expenses, which include direct and allocated expenses for laboratory, facilities and other costs.

 

We plan to increase our research and development expenses substantially as we continue the development of our product candidates. Our current planned research and development activities include the following:

 

·

enrollment and completion of our Phase 1/1b clinical trial of CPI-444;

 

·

enrollment of our ongoing Phase 1/1b clinical trial of CPI-006;

 

·

process development and manufacturing of drug supply of CPI-444 and CPI-006;

 

·

process development and manufacturing of drug supply of CPI-818 to support IND-enabling studies; and

 

·

preclinical studies under our other programs in order to select development product candidates.

 

In addition to our product candidates that are in clinical development, we believe it is important to continue substantial investment in potential new product candidates to build the value of our product candidate pipeline and our business.

 

Our expenditures on current and future preclinical and clinical development programs are subject to numerous uncertainties related to timing and cost to completion. The duration, costs and timing of clinical trials and development of product candidates will depend on a variety of factors, including many of which are beyond our control. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time consuming, and the successful development of our product candidates is uncertain. The risks and uncertainties associated with our research and development projects are discussed more fully in “Part II, Item 1A—Risk Factors.” As a result of these risks and uncertainties, we are unable to determine with any degree of certainty the duration and completion costs of our research and development projects or if, when or to what extent we will generate revenues from the commercialization and sale of

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any of our product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates.

 

General and Administrative Expenses

 

General and administrative expenses include personnel costs, expenses for outside professional services and allocated expenses. Personnel costs consist of salaries, benefits and stock-based compensation. Outside professional services consist of legal, accounting and audit services and other consulting fees. Allocated expenses consist of rent and other facility expenses related to our office and research and development facility.

 

We expect that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research and development and potential commercialization of one or more of our product candidates.

 

Results of Operations

 

Comparison of the periods below as indicated (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

Six Months Ended

 

 

 

 

 

    

June 30, 

    

 

    

June 30, 

    

 

    

 

 

2018

 

2017

 

Change

 

2018

 

2017

 

Change

 

Operating expenses:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Research and development

 

$

9,715

 

$

12,386

 

$

(2,671)

 

$

21,818

 

$

25,884

 

$

(4,066)

 

General and administrative

 

 

2,543

 

 

2,788

 

 

(245)

 

 

5,084

 

 

5,507

 

 

(423)

 

Total operating expenses

 

 

12,258

 

 

15,174

 

 

(2,916)

 

 

26,902

 

 

31,391

 

 

(4,489)

 

Loss from operations

 

 

(12,258)

 

 

(15,174)

 

 

2,916

 

 

(26,902)

 

 

(31,391)

 

 

4,489

 

Interest income and other expense, net

 

 

627

 

 

193

 

 

434

 

 

970

 

 

374

 

 

596

 

Net loss

 

$

(11,631)

 

$

(14,981)

 

$

3,350

 

$

(25,932)

 

$

(31,017)

 

$

5,085

 

 

Research and Development Expense

 

Research and development expenses for the three and six months ended June 30, 2018 and 2017 consisted of the following costs by program (specific program costs consist solely of external costs):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

Six Months Ended

 

 

 

 

 

    

June 30, 

    

 

    

June 30, 

    

 

    

 

 

2018

    

2017

 

Change

 

2018

    

2017

 

Change

 

CPI‑444

 

$

2,323

 

$

5,534

 

$

(3,211)

 

$

7,016

 

$

13,244

 

$

(6,228)

 

CPI‑006

 

 

1,280

 

 

2,055

 

 

(775)

 

 

3,652

 

 

3,948

 

 

(296)

 

CPI-818

 

 

1,767

 

 

1,072

 

 

695

 

 

2,142

 

 

1,428

 

 

714

 

Other Programs

 

 

267

 

 

344

 

 

(77)

 

 

503

 

 

359

 

 

144

 

Unallocated employee and overhead costs

 

 

4,078

 

 

3,381

 

 

697

 

 

8,505

 

 

6,905

 

 

1,600

 

 

 

$

9,715

 

$

12,386

 

$

(2,671)

 

$

21,818

 

$

25,884

 

$

(4,066)

 

 

For the three months ended June 30, 2018, the decrease in CPI-444 costs of $3.2 million as compared to the three months ended June 30, 2017, primarily consisted of a decrease of $2.2 million in clinical trial expenses, a decrease of $0.6 million in drug manufacturing and a decrease of $0.4 million in contracted research costs.

 

For the six months ended June 30, 2018, the decrease in CPI-444 costs of $6.2 million as compared to the six months ended June 30, 2017, primarily consisted of a $3.0 million milestone payment to Vernalis in 2017, a decrease of $3.2 million in clinical trial expenses, and a decrease of $1.0 million in contracted research costs. These decreases were partially offset by an increase of $1.0 million in drug manufacturing costs.

 

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For the three months ended June 30, 2018, the decrease in CPI-006 costs of $0.8 million as compared to the three months ended June 30, 2017, primarily consisted of a $1.6 million decrease in drug manufacturing costs, partially offset by an increase of $0.6 million in clinical trial expenses.

 

For the six months ended June 30, 2018, the decrease in CPI-006 costs of $0.3 million as compared to the six months ended June 30, 2017, primarily consisted of a $1.5 million decrease in drug manufacturing costs, partially offset by an increase of $1.0 million in clinical trial expenses.

 

For the three months ended June 30, 2018 and 2017, the increase in CPI-818 costs of $0.7 million as compared to the three months ended June 30, 2017, primarily consisted of $0.9 million increase in drug manufacturing costs, partially offset by a $0.2 million decrease in contracted research costs.

 

For the six months ended June 30, 2018 and 2017, the increase in CPI-818 costs of $0.7 million as compared to the six months ended June 30, 2017, primarily consisted of $1.1 million increase in drug manufacturing costs, partially offset by a $0.4 million decrease in contracted research costs.

 

For the three months ended June 30, 2018, the increase in unallocated costs of $0.7 million as compared to the three months ended June 30, 2017, primarily consisted of an increase of $0.5 million in personnel and related costs.

 

For the six months ended June 30, 2018, the increase in unallocated costs of $1.6 million as compared to the six months ended June 30, 2017, primarily consisted of an increase of $1.2 million in personnel and related costs.

 

General and Administrative Expense

 

For the three months ended June 30, 2018, the decrease in general and administrative expenses of $0.2 million as compared to the three months ended June 30, 2017, primarily consisted of a decrease of $0.4 million in patent and public company expenses, partially offset by an increase of $0.2 million in personnel and related costs.

 

For the six months ended June 30, 2018, the decrease in general and administrative expenses of $0.4 million as compared to the six months ended June 30, 2017, primarily consisted of a decrease of $0.7 million in patent and public company expenses, partially offset by an increase of $0.3 million in personnel and related costs.

 

Liquidity and Capital Resources

 

As of June 30, 2018, we had cash, cash equivalents and marketable securities of $133.2 million, and an accumulated deficit of $149.5 million, compared to cash and cash equivalents and marketable securities of $90.1 million and an accumulated deficit of $123.5 million as of December 31, 2017. We have financed our operations primarily through private placements of convertible preferred stock and the sale of common stock.

 

In March 2016, we consummated our IPO and sold 4,700,000 shares of our common stock at a price of $15.00 per share, and in April 2016, sold 502,618 shares at a price of $15.00 per share pursuant to the partial exercise of the underwriters’ option to purchase additional shares of common stock. We received net proceeds of approximately $70.6 million, after deducting underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of our IPO, all outstanding shares of the convertible preferred stock were converted into common stock on a one-for-one basis.

 

In March 2018, in a follow-on offering, we sold 8,117,647 shares of our common stock at a price of $8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock.  We received aggregate net proceeds of approximately $64.9 million, after underwriting discounts, commissions and offering expenses.

 

In September 2017, we entered into the Sales Agreement pursuant to which we may sell shares of our common stock from time to time with aggregate gross proceeds of up to $125,000,000, through an at-the-market equity offering

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program under the Sales Agreement.  During the three and six months ended June 30, 2018, the Company received no proceeds from the sale of shares of common stock pursuant to the Sales Agreement.

 

We believe our current cash, cash equivalents and marketable securities will be sufficient to fund our planned expenditures and meet our obligations through at least the next twelve months from the issuance of our financial statements as of and for the six months ended June 30, 2018. The amounts and timing of our actual expenditures depend on numerous factors, including:

 

·

the progress, timing, costs and results of clinical trials for CPI-444 and CPI-006;

 

·

the timing, progress, costs and results of preclinical and clinical development activities for our other product candidates;

 

·

the number and scope of preclinical and clinical programs we decide to pursue;

 

·

the costs involved in prosecuting, maintaining and enforcing patent and other intellectual property rights;

 

·

the cost and timing of regulatory approvals;

 

·

our efforts to enhance operational systems and hire additional personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company; and

 

·

other factors described in the section of this report entitled “Risk Factors.”

 

We expect to increase our spending in connection with the development and commercialization of our product candidates. Until such time, if ever, as we can generate substantial revenue from product sales, we expect to fund our operations and capital funding needs through equity and/or debt financings. We may also enter into additional collaboration arrangements or selectively partner for clinical development and commercialization. The sale of additional equity would result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the governing documents would likely include operating and financing covenants that would restrict our operations. In addition, sufficient additional funding may not be available on acceptable terms, or at all. If we are not able to secure adequate additional funding, we may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could have a material effect on our business financial condition and results of operations.

 

Summary of Statement of Cash Flows

 

The following table summarizes our cash flows for the periods indicated (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

    

June 30, 

    

 

 

2018

    

2017

 

Net cash provided by (used in)

 

 

  

 

 

  

 

Operating activities

 

$

(21,934)

 

$

(24,459)

 

Investing activities

 

 

(60,036)

 

 

53,496

 

Financing activities

 

 

64,932

 

 

 8

 

Net increase (decrease) in cash and cash equivalents

 

$

(17,038)

 

$

29,045

 

 

Cash Flows from Operating Activities

 

Cash used in operating activities during the six months ended June 30, 2018 was $21.9 million, which primarily consisted of a net loss of $25.9 million, adjusted by non-cash charges of $3.7 million, primarily consisting of $3.5 million of stock compensation expense, and a net increase of $0.8 million in current liabilities, offset by an increase of $0.5 million in current and other long-term assets.

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Cash used in operating activities during the six months ended June 30, 2017 was $24.5 million, which consisted of a net loss of $31.0 million, adjusted by non-cash charges of $3.3 million, primarily consisting of $3.0 million of stock compensation expense and $0.4 million of depreciation expenses, and an increase of $3.3 million in accounts payable and accrued and other liabilities, primarily associated with our increased research and development activities.

 

Cash Flows from Investing Activities

 

During the six months ended June 30, 2018, cash used in investing activities was $60.0 million, which consisted of purchases of marketable securities of $99.5 million, partially offset by proceeds from maturities of marketable securities of $39.5 million.

 

During the six months ended June 30, 2017, cash provided by investing activities was $53.5 million, which consisted of proceeds from maturities of marketable securities of $100.8 million, partially offset by purchases of marketable securities of $47.1 million and purchases of property and equipment of $0.2 million.

 

Cash Flows from Financing Activities

 

During the six months ended June 30, 2018, cash provided by financing activities was $64.9 million, which consisted of the proceeds from our follow-on public offering in March 2018.

 

During the six months ended June 30, 2017, cash provided by financing activities was $8.0 thousand, which consisted of the proceeds from the exercise of stock options.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

 

Contractual Obligations

 

There have been no material changes outside the ordinary course of our business to our contractual obligations during the six months ended June 30, 2018, as compared to those disclosed in our Annual Report on Form 10-K.

 

JOBS Act Accounting Election

 

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We also rely on other exemptions provided by the JOBS Act, including, without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We will remain an emerging growth company until the earlier of (1) December 31, 2021, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year, or (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

 

We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents and marketable securities of $133.2 million as of June 30, 2018 and cash, cash equivalents and marketable securities of $90.1

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million as of December 31, 2017, which consisted of bank deposits, money market investments, U.S. government agency securities and corporate debt obligations. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 10% increase in interest rates would not have a material effect on the fair market value of our portfolio.

 

Item 4.    Controls and Procedures

 

(a)          Evaluation of Disclosure Controls and Procedures

 

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

 

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2018, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.

 

(b)          Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

 

Item 1 — Legal Proceedings

 

We are not currently a party to any material litigation or legal proceedings.

 

Item 1A — Risk Factors.

 

Our business involves significant risks, some of which are described below. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

 

Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements

 

We have a limited operating history, have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future. We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it.

 

We are a clinical-stage biopharmaceutical company with a limited operating history. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. To date, we have focused primarily on developing our lead product candidates, CPI-444 and CPI-006, and researching additional product candidates, including CPI-818. We have incurred significant operating losses since we were founded in January 2014 and have not yet generated any revenue from sales. If our product candidates are not approved, we may never generate any revenue. We incurred a net loss of $55.7 million, $36.4 million and $31.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, and $25.9 million and $31.0 million for the six months ended June 30, 2018 and 2017, respectively. We had an accumulated deficit of $149.5 million as of June 30, 2018. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue our development of, seek regulatory approval for and begin to commercialize CPI-444 and CPI-006, and as we develop other product candidates. Even if we achieve profitability in the future, we may not be able to sustain it in subsequent periods. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and results of operations.

 

We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts.

 

Since commencing our operations in 2014, the majority of our efforts have been focused on the research and development of CPI-444. We believe that we will continue to expend substantial resources for the foreseeable future as we continue clinical development of, seek regulatory approval for and prepare for the commercialization of CPI-444, CPI-006, and CPI-818, as well as product candidates under our other development programs. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, we may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of CPI-444, CPI-006 or any other product candidates.