UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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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.
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TABLE OF CONTENTS
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:
| ● | our expectations with respect to our dependency on and potential advantages of KPI-012, our product candidate for the treatment of persistent corneal epithelial defects, or PCED; |
| ● | our expectations with respect to the potential impacts the sale of our commercial business to Alcon Pharmaceuticals Ltd. and Alcon Vision, LLC, which we refer collectively as Alcon, will have on our business, results of operations and financial condition; |
| ● | our expectations with respect to, and the amount of, future milestone payments we may receive from Alcon in connection with the sale of our commercial business; |
| ● | our expectations with respect to, and the amount of, future milestone payments we may pay in connection with the acquisition of Combangio, Inc., or Combangio, or the Combangio Acquisition; |
| ● | our development efforts for KPI-012 and our ability to discover and develop new programs and product candidates; |
| ● | the timing, progress and results of clinical trials for KPI-012, including statements regarding the timing of initiation and completion of clinical trials, dosing of subjects and the period during which the results of the trials will become available; |
| ● | the timing, scope and likelihood of regulatory filings, including the filing of any biologics license applications for KPI-012 and any other product candidate we may develop in the future; |
| ● | our ability to obtain regulatory approvals for KPI-012; |
| ● | our commercialization, marketing and manufacturing capabilities and strategy for KPI-012, if approved; |
| ● | our estimates regarding potential future revenue from sales of KPI-012, if approved; |
| ● | our ability to negotiate, secure and maintain adequate pricing, coverage and reimbursement terms and processes on a timely basis, or at all, with third-party payors for KPI-012, if approved; |
| ● | the rate and degree of market acceptance and clinical utility of KPI-012 and our estimates regarding the market opportunity for KPI-012, if approved; |
| ● | plans to pursue the development of, and the timing, progress and results of preclinical studies of, KPI-012 for indications in addition to PCED, including Limbal Stem Cell Deficiency; |
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| ● | our expectations with respect to our determination to cease the development of our preclinical pipeline programs that are unrelated to our mesenchymal stem cell secretome, or MSC-S, platform; |
| ● | the timing, progress and results of preclinical studies for our KPI-014 program; |
| ● | our expectations regarding our ability to fund our operating expenses, lease and debt service obligations, and capital expenditure requirements with our cash on hand; |
| ● | our expectations regarding our ability to achieve the specified milestones under our award from the California Institute for Regenerative Medicine, or CIRM, and obtain the full funding under the CIRM award; |
| ● | our expectations regarding our ability to comply with the covenants under our loan agreement; |
| ● | our intellectual property position, including intellectual property acquired in the Combangio Acquisition; |
| ● | our ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with our commercial objectives; |
| ● | our estimates regarding expenses, future revenue, timing of any future revenue, capital requirements and needs for additional financing; |
| ● | the impact of government laws and regulations; |
| ● | our competitive position; |
| ● | developments relating to our competitors and our industry; |
| ● | our ability to maintain and establish collaborations or obtain additional funding; |
| ● | our business and business relationships, including with employees and suppliers; and |
| ● | the potential impact of global economic and geopolitical developments on our business, operations, strategy and goals. |
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we do not assume any obligation to update any forward-looking statements except as required by applicable law.
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This Quarterly Report on Form 10-Q includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by us and third parties as well as our estimates of potential market opportunities. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunity for KPI-012 include several key assumptions based on our industry knowledge, industry publications, third-party research and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.
Risk Factor Summary
Our business is subject to a number of risks that if realized could materially affect our business, financial condition, results of operations, cash flows and access to liquidity. These risks are discussed more fully in the “Risk Factors” section of this Quarterly Report on Form 10-Q. Our principal risks include the following:
| ● | We have incurred significant losses from operations and negative cash flows from operations since our inception. We expect to incur additional losses and may never achieve or maintain profitability. As of June 30, 2024, we had an accumulated deficit of $650.8 million. |
| ● | Our limited operating history and our limited experience in developing biologics may make it difficult for you to evaluate the success of our business to date and to assess our future viability. |
| ● | We will need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development efforts. The milestone consideration we are eligible to receive in connection with the sale of our commercial business to Alcon is subject to various risks and uncertainties. |
| ● | Our substantial indebtedness may limit cash flow available to invest in the ongoing needs of our business and a failure to comply with the covenants under our loan agreement, such as the requirement that our common stock continue to be listed on The Nasdaq Stock Market, could result in an event of default and acceleration of amounts due. |
| ● | We are substantially dependent on the success of our product candidate, KPI-012. If we are unable to successfully complete the clinical development of, and obtain marketing approval for, KPI-012 or any other product candidate we may develop in the future, or experience significant delays in doing so, or if, after obtaining marketing approvals, we fail to successfully commercialize such product candidates, our business will be materially harmed. |
| ● | If clinical trials of KPI-012 or any other biological product candidate that we develop fail to demonstrate potency, safety and purity to the satisfaction of the U.S. Food and Drug Administration, or FDA, or other regulatory authorities or do not otherwise produce favorable results, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such product candidate. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later stage clinical trials, and interim results of a clinical trial do not necessarily predict final results. |
| ● | If we experience any of a number of possible unforeseen events in connection with our clinical trials, potential marketing approval or commercialization of our product candidates could be delayed or prevented, and our competitors could bring products to market before we do. |
| ● | If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented. |
| ● | If serious adverse or unacceptable side effects are identified during the development or commercialization of our product candidates, we may need to abandon or limit our development and/or commercialization efforts for such product candidates. |
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| ● | We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success. |
| ● | KPI-012 has been evaluated in a clinical trial outside of the United States and we may in the future conduct clinical trials for product candidates at sites outside the United States. The FDA may not accept data from trials conducted in such locations. |
| ● | Public health epidemics, including the COVID-19 pandemic, could impact the development of KPI-012 or any other product candidate we develop, and may adversely affect our business, results of operations and financial condition. |
| ● | Even if KPI-012 or any other product candidates that we may develop in the future receives marketing approval, such products may fail to achieve market acceptance by clinicians and patients, or adequate formulary coverage, pricing or reimbursement by third-party payors and others in the medical community, and the market opportunity for these products may be smaller than we estimate. |
| ● | If we are unable to establish and maintain sales, marketing and distribution capabilities or enter into sales, marketing and distribution agreements with third parties, if and when necessary, we may not be successful in commercializing KPI-012 or any other product candidate that we may develop if and when they are approved. |
| ● | We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do. Our competitors include major pharmaceutical companies with significantly greater financial resources. KPI-012 and any other product candidate we may develop, if approved, may also compete with existing branded, generic and off-label products. |
| ● | We have relied, and expect to continue to rely, on third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials. |
| ● | We contract with third parties for the manufacture of KPI-012 and plan to contract with third parties for preclinical, clinical and commercial supply of any other product candidates we develop. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts. |
| ● | The manufacture of biologics is complex and our third-party manufacturers may encounter difficulties in production. If any of our third-party manufacturers encounter such difficulties, our ability to provide supply of product candidates for clinical trials or products for patients, if approved, could be delayed or prevented. |
| ● | Our reliance on CIRM funding for KPI-012 adds uncertainty to our research and development efforts, imposes certain compliance obligations on us and imposes requirements that may increase the costs of commercializing KPI-012. |
| ● | KPI-012 is protected by patent rights exclusively licensed from other companies or institutions. If these third parties terminate their agreements with us or fail to maintain or enforce the underlying patents, or we otherwise lose our rights to these patents, our competitive position and our market share in the markets for any of our products, if and when approved, will be harmed. |
| ● | If we fail to comply with the continued listing requirements of The Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted. A delisting of our common stock from The Nasdaq Capital Market or a transfer of the listing of our common stock to another nationally recognized stock exchange having listing standards that are less restrictive than The Nasdaq Capital Market are each events of default under our loan agreement, which could adversely effect our financial condition and ability to pursue our business strategy. |
| ● | Our largest stockholder may have the ability to exercise significant influence over certain of our business decisions and could influence matters submitted to stockholders for approval. |
6
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
KALA BIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share amounts)
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Prepaid expenses and other current assets | | | ||||
Total current assets | | | ||||
Non-current assets: | ||||||
Property and equipment, net | | | ||||
Right-of-use assets | | | ||||
Other long-term assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities | | | ||||
Deferred grant income | | | ||||
Current portion of lease liabilities | | | ||||
Current portion of long-term debt | | — | ||||
Total current liabilities | | | ||||
Long-term liabilities: | ||||||
Long-term lease liabilities | | | ||||
Long-term debt | | | ||||
Long-term contingent consideration | | | ||||
Total long-term liabilities | | | ||||
Total liabilities | | | ||||
Commitments and Contingencies (Note 14) | ||||||
Stockholders' equity: | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated deficit | ( | ( | ||||
Total stockholders' equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | | ||
See accompanying notes to these unaudited condensed consolidated financial statements.
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KALA BIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except share and per share amounts)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Costs and expenses: | ||||||||||||
General and administrative | $ | | $ | | $ | | $ | | ||||
Research and development | | | | | ||||||||
Gain on fair value remeasurement of deferred purchase consideration | — | — | — | ( | ||||||||
(Gain) loss on fair value remeasurement of contingent consideration | ( | | | | ||||||||
Total costs and expenses | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Other income (expense): | ||||||||||||
Interest income | | | | | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Grant income | | — | | — | ||||||||
Other expense, net | — | ( | — | ( | ||||||||
Total other income (expense) | | ( | | ( | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per share attributable to common stockholders—basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average shares outstanding—basic and diluted | | | | | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income: | ||||||||||||
Change in unrealized gain on investments | — | | — | | ||||||||
Total other comprehensive income | — | | — | | ||||||||
Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
See accompanying notes to these unaudited condensed consolidated financial statements.
8
KALA BIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share and per share amounts)
Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||
Series E | Series F | Series G |
| Series H |
| |||||||||||||||||||||||||||||
Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Additional | Total | ||||||||||||||||||||||||||||
$0.001 Par Value | $0.001 Par Value | $0.001 Par Value | $0.001 Par Value | $0.001 Par Value | Paid-In | Accumulated | Stockholders' | |||||||||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount | Shares |
| Amount | Shares |
| Amount |
| Capital |
| Deficit |
| Equity | |||||||||||
Balance as of March 31, 2024 | | $ | — | | $ | — | | $ | — | — | $ | — | | $ | | $ | | $ | ( | $ | | |||||||||||||
At the market offering, net of offering costs of $ | — | — | — | — | — | — | — | — | | | | — | | |||||||||||||||||||||
Issuance of common stock for vested restricted stock units | — | — | — | — | — | — | — | — | | — | — | — | — | |||||||||||||||||||||
Common stock offering, net of offering costs of $ | — | — | — | — | — | — | — | — | | | | — | | |||||||||||||||||||||
Issuance of convertible Series H preferred stock, net of issuance cost of $ | — | — | — | — | — | — | | — | — | — | | — | | |||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance as of June 30, 2024 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | | $ | | $ | ( | $ | | |||||||||||||
Three Months Ended June 30, 2023 | ||||||||||||||||||||||
Series E |
| |||||||||||||||||||||
Convertible | ||||||||||||||||||||||
Non-Redeemable | Accumulated | |||||||||||||||||||||
Preferred Stock | Common Stock | Additional | Other | Total | ||||||||||||||||||
$0.001 Par Value | $0.001 Par Value | Paid-In | Comprehensive | Accumulated | Stockholders' | |||||||||||||||||
| Shares |
| Amount | Shares |
| Amount |
| Capital |
| Income | Deficit |
| Equity | |||||||||
Balance as of March 31, 2023 | | $ | — | | $ | | $ | | $ | — | $ | ( | $ | | ||||||||
At the market offering, net of offering costs of $ | — | — | | | | — | — | | ||||||||||||||
Issuance of common stock upon conversion of Series E preferred stock | ( | — | | — | — | — | — | — | ||||||||||||||
Stock-based compensation expense | — | — | — | — | | — | — | | ||||||||||||||
Change in fair value of investments | — | — | — | — | — | | — | | ||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||
Balance as of June 30, 2023 | | $ | — | | $ | | $ | | $ | | $ | ( | $ | | ||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
9
KALA BIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share and per share amounts)
Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||
Series E | Series F | Series G |
| Series H |
| |||||||||||||||||||||||||||||
Convertible | Convertible | Convertible | Convertible | |||||||||||||||||||||||||||||||
Non-Redeemable | Non-Redeemable | Non-Redeemable | Non-Redeemable | |||||||||||||||||||||||||||||||
Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Additional | Total | ||||||||||||||||||||||||||||
$0.001 Par Value | $0.001 Par Value | $0.001 Par Value | $0.001 Par Value | $0.001 Par Value | Paid-In | Accumulated | Stockholders' | |||||||||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount | Shares |
| Amount | Shares |
| Amount |
| Capital |
| Deficit |
| Equity | |||||||||||
Balance as of December 31, 2023 | | $ | — | | $ | — | — | $ | — | — | $ | — | | $ | | $ | | $ | ( | $ | | |||||||||||||
At the market offering, net of offering costs of $ | — | — | — | — | — | — | — | — | | | | — | | |||||||||||||||||||||
Issuance of common stock for vested restricted stock units | — | — | — | — | — | — | — | — | | — | — | — | — | |||||||||||||||||||||
Issuance of common stock under employee stock purchase plan | — | — | — | — | — | — | — | — | | — | | — | | |||||||||||||||||||||
Issuance of common stock to satisfy service contract | — | — | — | — | — | — | — | — | | — | | — | | |||||||||||||||||||||
Common stock offering, net of offering costs of $ | — | — | — | — | — | — | — | — | | | | — | | |||||||||||||||||||||
Issuance of convertible Series G preferred stock, net of issuance cost of $ | — | — | — | — | | — | — | — | — | — | | — | | |||||||||||||||||||||
Issuance of convertible Series H preferred stock, net of issuance cost of $ | — | — | — | — | — | — | | — | — | — | | — | | |||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
Balance as of June 30, 2024 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | | $ | | $ | ( | $ | | |||||||||||||
Six Months Ended June 30, 2023 | ||||||||||||||||||||||
Series E |
| |||||||||||||||||||||
Convertible | ||||||||||||||||||||||
Non-Redeemable | Accumulated | |||||||||||||||||||||
Preferred Stock | Common Stock | Additional | Other | Total | ||||||||||||||||||
$0.001 Par Value | $0.001 Par Value | Paid-In | Comprehensive | Accumulated | Stockholders' | |||||||||||||||||
| Shares |
| Amount | Shares |
| Amount |
| Capital |
| Income | Deficit |
| Equity | |||||||||
Balance as of December 31, 2022 | | $ | — | | $ | | $ | | $ | — | $ | ( | $ | | ||||||||
At the market offering, net of offering costs of $ | — | — | | | | — | — | | ||||||||||||||
Issuance of common stock for vested restricted stock units | — | — | | — | — | — | — | — | ||||||||||||||
Issuance of common stock under employee stock purchase plan | — | — | | — | | — | — | | ||||||||||||||
Issuance of common stock to satisfy deferred purchase consideration | — | — | | — | | — | — | | ||||||||||||||
Issuance of common stock to satisfy contingent consideration | — | — | | — | | — | — | | ||||||||||||||
Issuance of common stock upon conversion of Series E preferred stock | ( | — | | — | — | — | — | — | ||||||||||||||
Stock-based compensation expense | — | — | — | — | | — | — |
| ||||||||||||||