mist_Current_Folio_10Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2020

 

OR

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

 

For the transition period from                     to

 

Commission File Number: 001-38899

 


 

Milestone Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Quebec

    

Not applicable

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

1111 Dr. Frederik-Philips Boulevard, Suite 420

Montréal, Québec CA H4M 2X6

(514) 336-0444

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Shares

 

MIST

 

The Nasdaq Stock Market LLC

 

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 every Interactive Data File required to be submitted 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 such files).    Yes      No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

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 May 1, 2020, the registrant had 24,610,041 common shares, no par value per share, outstanding.

 

 

 

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Table of Contents

 

 

 

 

Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

1

PART I. 

FINANCIAL INFORMATION

3

Item 1. 

Financial Statements (Unaudited)

3

 

Condensed Consolidated Balance Sheets

3

 

Condensed Consolidated Statements of Loss and Comprehensive Loss

4

 

Condensed Consolidated Statements of Shareholders’ Equity and Convertible Preferred Shares

5

 

Condensed Consolidated Statements of Cash Flows

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2. 

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

13

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

22

Item 4. 

Controls and Procedures

23

PART II. 

OTHER INFORMATION

23

Item 1. 

Legal Proceedings

23

Item 1A. 

Risk Factors

24

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

64

Item 3. 

Defaults Upon Senior Securities

65

Item 4. 

Mine Safety Disclosures

65

Item 5. 

Other Information

65

Item 6. 

Exhibits

65

 

 

 

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“Milestone Pharmaceuticals” and the Milestone logo appearing in this Quarterly Report on Form 10-Q are unregistered trademarks of Milestone Pharmaceuticals Inc. All other trademarks, trade names and service marks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

This Quarterly Report on Form 10-Q contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars. References to “$” are to United States dollars and references to “C$” are to Canadian dollars.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "aim," "anticipate," "assume," "believe," "contemplate," "continue," "could," "design," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "predict," "positioned," "potential," "seek," "should," "target," "will," "would" and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q, regarding, among other things:

·

the initiation, timing, progress and results of our current and future clinical trials of etripamil, including our Phase 3 clinical trials of etripamil for the treatment of PSVT, and of our research and development programs;

·

our plans to develop and commercialize etripamil and any future product candidates;

·

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

·

our ability to successfully acquire or in-license additional product candidates on reasonable terms;

·

our ability to establish collaborations or obtain additional funding;

·

our ability to obtain regulatory approval of our current and future product candidates;

·

our ability to finalize the registration plan for etripamil in PSVT, which is dependent on future discussions with the United States Food and Drug Administration  and other regulatory agencies;

·

our expectations regarding the potential market size and the rate and degree of market acceptance of etripamil and any future product candidates;

·

our ability to fund our working capital requirements and expectations regarding the sufficiency of our capital resources;

·

the implementation of our business model and strategic plans for our business, etripamil and any future product candidates;

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·

our intellectual property position and the duration of our patent rights;

·

developments or disputes concerning our intellectual property or other proprietary rights;

·

our expectations regarding government and third-party payor coverage and reimbursement;

·

our ability to compete in the markets we serve;

·

the impact of government laws and regulations;

·

business and clinical trial interruptions resulting from public health emergencies, including those related to the COVID-19 pandemic;

·

developments relating to our competitors and our industry; and

·

the factors that may impact our financial results.

The foregoing list of risks is not exhaustive. Other sections of this Quarterly Report on Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. You should refer to the section titled "Risk Factors" for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, do not protect any forward-looking statements that we make in connection with this Quarterly Report on Form 10-Q.  

 

 

 

2

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Milestone Pharmaceuticals Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

(in thousands of US dollars, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31, 2020

    

December 31, 2019

Assets

 

 

  

 

 

  

 

 

 

 

 

 

 

Current assets

 

 

  

 

 

  

Cash and cash equivalents

 

$

101,816

 

$

119,818

Research and development tax credits receivable

 

 

684

 

 

578

Prepaid expenses

 

 

1,565

 

 

1,845

Other receivables 

 

 

259

 

 

258

Total current assets

 

 

104,324

 

 

122,499

Operating lease right-of-use assets

 

 

451

 

 

524

Property and equipment

 

 

381

 

 

405

Total assets

 

$

105,156

 

$

123,428

 

 

 

 

 

 

 

Liabilities

 

 

  

 

 

  

 

 

 

 

 

 

 

Current liabilities

 

 

  

 

 

  

Accounts payable and accrued liabilities (note 3)

 

$

5,170

 

$

7,997

Current portion of operating lease liabilities

 

 

196

 

 

330

Total current liabilities

 

 

5,366

 

 

8,327

Operating lease liabilities

 

 

158

 

 

184

Total liabilities

 

 

5,524

 

 

8,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity (note 4)

 

 

  

 

 

  

Share capital

 

 

  

 

 

  

Common shares, no par value, unlimited shares authorized, 24,559,470 shares issued and outstanding as of March 31, 2020, 24,505,748 shares issued and outstanding as of December 31, 2019

 

 

226,378

 

 

226,245

Additional paid-in capital

 

 

4,730

 

 

3,805

Cumulative translation adjustment

 

 

(1,634)

 

 

(1,634)

Accumulated deficit

 

 

(129,842)

 

 

(113,499)

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

99,632

 

 

114,917

 

 

 

 

 

 

 

Total liabilities, and shareholders’ equity

 

$

105,156

 

$

123,428

 

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

 

 

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Milestone Pharmaceuticals Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(Unaudited)

 

(thousands of US dollars, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

2020

    

2019

Operating expenses

 

 

  

 

 

  

Research and development, net of tax credits (note 6)

 

$

11,872

 

$

7,765

General and administrative

 

 

2,703

 

 

979

Commercial

 

 

2,183

 

 

2,186

 

 

 

 

 

 

 

Loss from operations

 

$

(16,758)

 

$

(10,930)

 

 

 

 

 

 

 

Interest income, net of bank charges

 

 

415

 

 

500

 

 

 

 

 

 

 

Loss and comprehensive loss before income taxes

 

 

(16,343)

 

 

(10,430)

 

 

 

 

 

 

 

Income tax expense

 

 

 —

 

 

22

 

 

 

 

 

 

 

Net loss and comprehensive loss for the period

 

$

(16,343)

 

$

(10,452)

 

 

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

 

24,548,777

 

 

603,040

 

 

 

 

 

 

 

Net loss per share, basic and diluted (note 5)

 

$

(0.67)

 

$

(17.32)

 

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

 

 

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Milestone Pharmaceuticals Inc.

Condensed Consolidated Statements of Shareholders’ Equity and Convertible Preferred Shares

(Unaudited)

 

(thousands of US dollars, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

Class A1

 

Class A2

 

Class B

 

Class C

 

Class D1

 

Class D2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Number
of shares

 

Amount

 

Additional
paid-in
capital

 

Cumulative
translation
adjustment

 

Accumulated
deficit

 

Total

Balance as of December 31, 2018

    

596,787

 

$

2,039

 

372,211

 

$

2,027

 

2,443,914

 

$

12,643

 

2,830,907

 

$

17,198

 

3,786,878

 

$

27,236

 

6,893,236

 

 

64,719

 

1,223,656

 

 

14,935

 

$

2,655

 

$

(1,634)

 

$

(58,270)

 

$

83,548

Transactions in 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(10,452)

 

 

(10,452)

Exercise of stock options (note 4)

 

18,153

 

 

51

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(26)

 

 

 —

 

 

 —

 

 

25

Share-based compensation (note 4)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

211

 

 

 —

 

 

 —

 

 

211

Balance at March 31, 2019

 

614,940

 

$

2,090

 

372,211

 

$

2,027

 

2,443,914

 

$

12,643

 

2,830,907

 

$

17,198

 

3,786,878

 

$

27,236

 

6,893,236

 

 

64,719

 

1,223,656

 

 

14,935

 

$

2,840

 

$

(1,634)

 

 

(68,722)

 

$

73,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2019

 

24,505,748

 

$

226,245

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

$

3,805

 

$

(1,634)

 

 

(113,499)

 

$

114,917

Transactions in 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(16,343)

 

 

(16,343)

Exercise of stock options (note 4)

 

53,722

 

 

133

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(56)

 

 

 —

 

 

 —

 

 

77

Share-based compensation (note 4)

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 —

 

 

 —

 

 

981

 

 

 —

 

 

 —

 

 

981

Balance as of March 31, 2020

 

24,559,470

 

$

226,378

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

 —

 

$

 —

 

$

4,730

 

$

(1,634)

 

$

(129,842)

 

$

99,632

 

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

 

 

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Milestone Pharmaceuticals Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

(thousands of US dollars)

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

2020

    

2019

Cash flows from

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net loss for the period

 

$

(16,343)

 

$

(10,452)

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

 

 

 

 

 

 

Amortization of property and equipment

 

 

24

 

 

 3

Share-based compensation expense (note 4)

 

 

981

 

 

211

Changes in operating assets and liabilities:

 

 

 

 

 

 

Other receivables 

 

 

(1)

 

 

128

Research and development tax credits receivable

 

 

(106)

 

 

26

Prepaid expenses

 

 

280

 

 

(4,100)

Operating lease right of use asset, net

 

 

(87)

 

 

 —

Accounts payable and accrued liabilities

 

 

(2,827)

 

 

(571)

Income taxes payable (receivable)

 

 

 —

 

 

22

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(18,079)

 

 

(14,733)

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Issuance of common shares on exercise of share options (note 4)

 

 

77

 

 

25

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

77

 

 

25

 

 

 

 

 

 

 

Net increase in cash and cash equivalents during the period

 

 

(18,002)

 

 

(14,708)

 

 

 

 

 

 

 

Cash and cash equivalents – Beginning of period

 

 

119,818

 

 

85,947

 

 

 

 

 

 

 

Cash and cash equivalents – End of period

 

$

101,816

 

$

71,239

 

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

 

 

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

1    Organization and nature of operations

Milestone Pharmaceuticals Inc. (Milestone or the Company) is a biopharmaceutical company incorporated under the Business Corporations Act of Québec. Milestone is focused on the development and commercialization of innovative cardiovascular medicines. Milestone’s lead product candidate, etripamil, is a novel, potent short‑acting calcium channel blocker that the Company designed and is developing as a rapid‑onset nasal spray to be administered by patients. The Company is developing etripamil to treat paroxysmal supraventricular tachycardia, atrial fibrillation, and other cardiovascular indications.

2     Summary of significant accounting policies

a)  Basis of consolidation

The consolidated financial statements include the accounts of the Company and Milestone Pharmaceuticals USA, Inc. Milestone Pharmaceuticals USA, Inc. began its operations on March 3, 2017. All intercompany transactions and balances have been eliminated.

b)  Basis of presentation and use of accounting estimates

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and on a basis consistent with those accounting principles followed by the Company and disclosed in note 2 of its most recent annual consolidated financial statements. Certain information, in particular the accompanying notes normally included in the annual financial statements prepared in accordance with US GAAP have been omitted or condensed.  Accordingly, the unaudited interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and therefore, should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2019.

In the opinion of the Company's management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2020, and its results of operations for the three months ended March 31, 2020 and 2019. 

The condensed consolidated balance sheet as of December 31, 2019, was derived from audited annual consolidated financial statements, but does not contain all of the footnote disclosures required by accounting principles generally accepted in the United States of America.

These unaudited interim condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency.

The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates and judgments include, but are not limited to, research and development tax credits recoverable, research and development expenses, and share-based compensation. Accordingly, actual results may differ from those estimates and such differences may be material.

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

The Company anticipates that the COVID-19 pandemic will have an impact on the development timelines of its clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

c) Recently adopted accounting pronouncement

New Accounting Policies - Financial Instruments - Credit Losses

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have an impact on the measurement of credit losses.

d) Significant Risks and Uncertainties

With the global spread of the ongoing COVID-19 pandemic in the first quarter of 2020, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its business.  The Company anticipates that the COVID-19 pandemic will have an impact on the development timelines for its clinical programs.  The extent to which the COVID-19 pandemic impacts its business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease.  The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.

In addition, the Company is subject to other challenges and risks specific to its business and its ability to execute on its strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidate; delays or problems in the supply of its study drug or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and complying with applicable regulatory requirements.  In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above.

e) Sources of Liquidity and Funding Requirements

Since inception, the Company incurred significant operating losses. Prior to May 2019, the Company financed its operations primarily through sales of convertible preferred shares to accredited investors generating net proceeds of $138.8 million. In May 2019, the Company received net proceeds of $85.4 million from its Initial Public Offering.

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

The Company has incurred operating losses and experienced negative operating cash flows since its inception and anticipates to continue to incur losses for at least the next several years. As of March 31, 2020, the Company had cash and cash equivalents of $101.8 million and an accumulated deficit of $129.8 million.

Management expects the Company’s current operating plan and existing cash and cash equivalents to be sufficient to fund its operations and determined that there are no events or conditions that may cast substantial doubt on the Company’s ability to continue as a going concern for at least the next 12 months.

 

3     Accounts payable and accrued liabilities

Accounts payable and accrued liabilities comprised the following:    

 

 

 

 

 

 

 

 

    

March 31, 2020

 

December 31, 2019

Trade accounts payable

 

$

2,226

 

$

4,376

Accrued research and development liabilities

 

 

1,924

 

 

1,513

Other accrued liabilities

 

 

526

 

 

331

Accrued compensation and benefits payable

 

 

494

 

 

1,777

 

 

$

5,170

 

$

7,997

 

4      Shareholders’ equity

Authorized share capital

An unlimited number of common shares, voting and participating, without par value.

The Company's board of directors adopted and its shareholders approved the 2019 Employee Share Purchase Plan ("ESPP") in April 2019, which became effective on May 8, 2019. The number of common shares initially reserved for issuance under the ESPP was 278,764 common shares. The number of shares reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2020 through January 1, 2029, by the lesser of (1) 1% of the total number of shares of the Company's share capital outstanding on the last day of the calendar month before the date of the automatic increase and (2) 487,837 shares; provided that before the date of any such increase, the Company's board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). On January 1, 2020, the number of the Company’s common shares reserved for issuance under the ESPP increased by 245,057 common shares. As of March 31, 2020, 523,821 common shares were available and no common shares have been issued under the ESPP. The first offering period has not yet been decided by the Company's board of directors.

During the three-month period ended March 31, 2020, the Company issued a total of 53,722 common shares [2019 –18,153] for a total cash consideration of $77 [2019 - $25] pursuant to the exercise of 53,722 stock options [2019 – 18,153] at an average exercise price of  US$1.44 per option [2019 – US$1.32]. As a result, an amount of $56 [2019 - $26] previously included in additional paid-in capital related to the exercised options has been credited to share capital and deducted from additional paid-in capital.

Additional paid-in capital

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

2020

    

2019

Opening balance

 

$

3,805

 

$

2,655

Share-based compensation expense

 

 

981

 

 

211

Exercise of stock options

 

 

(56)

 

 

(26)

Closing balance

 

$

4,730

 

$

2,840

 

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

Share-based compensation

The Company's board of directors adopted and its shareholders approved the 2019 Equity Incentive Plan (the "2019 Plan") in April 2019, which became effective on May 8, 2019 in connection with the IPO. Initially, the number of common shares issuable under the 2019 Plan was 2,316,933. Any shares subject to outstanding options or other share awards that were granted under the 2011 Plan that terminate, expire or are otherwise forfeited, reacquired or withheld will become available for issuance under the 2019 Plan. In addition, the number of the Company's common shares reserved for issuance under the 2019 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2020 through January 1, 2029, in an amount equal to 4% of the total number of the Company's capital shares outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company's board of directors.

As of May 8, 2019, the Company's 2011 Plan was terminated and no further option grants will be made. At March 31, 2020, a total of 2,305,826 options are still outstanding under the 2011 Plan.

Under the 2019 Plan and 2011 Plan, unless otherwise decided by the Board of Directors, options vest and are exercisable as follows: 25% are exercisable from the first anniversary of grant date and 2.0833% become available at the end of each month after the first anniversary of grant date.

On January 1, 2020, the number of the Company’s common shares reserved for issuance under the 2019 Plan increased by 980,229 common shares.  In addition, 19,077 options forfeited under the 2011 Plan after its termination and became available for issuance under the 2019 Plan. As of March 31, 2020, there were 3,316,239 shares available for issuance under the 2019 Plan, of which 2,333,689 shares were available for future grants.

The total outstanding and exercisable options from the 2011 Plan and 2019 Plan as at March 31 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

 

Number

 

Weighted

 

Number

Weighted

 

 

 

of shares

 

average

 

of shares

average

 

 

 

 

 

 

 

exercise

 

 

exercise

 

    

 

2019 Plan

 

2011 Plan

Total

price

    

2011 Plan

price

Outstanding at beginning of period - 2011 Plan

 

 

 —

 

2,364,526

2,364,526

$

2.15

 

2,295,045

 

$

1.77

Outstanding at beginning of period - 2019 Plan

 

 

220,140

 

 —

220,140

 

20.78

 

 —

 

 

 —

Granted - 2011 Plan

 

 

 —

 

 —

 —

 

 —

 

116,742

 

 

9.42

Granted - 2019 Plan

 

 

765,160

 

 —

765,160

 

21.49

 

 —

 

 

 —

Exercised - 2011

 

 

 —

 

(53,722)

(53,722)

 

1.44

 

(18,153)

 

 

1.32

Forfeited - 2011

 

 

 —

 

(4,978)

(4,978)

 

2.12

 

 —

 

 

 —

Forfeited - 2019

 

 

(2,750)

 

 —

(2,750)

 

21.48

 

 —

 

 

 —

Outstanding - 3/31/2020

 

 

982,550

 

2,305,826

3,288,376

$

7.89

 

2,393,634

 

$

1.99

Outstanding - 3/31/2020 - Weighted average exercise price

 

$

21.33

$

2.17

 

 

 

 

 

 

 

 

Exercisable at end of period

 

 

5,660

 

1,327,637

1,333,297

$

1.92

 

670,168

 

$

1.35

Exercisable at end of period - Weighted average exercise price

 

$

18.43

$

1.85

 

 

 

 

 

 

 

 

 

 

As of March 31, 2020, the weighted average remaining contractual life was 8.2 [2019 – 8.5 years]. The weighted average remaining contractual life was 7.0 years for vested options [2019 – 6.6 years]. There were 7,728 options forfeited for the three-month period ended March 31, 2020 [2019 – nil].

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

Options granted are valued using the Black-Scholes option pricing model. Amortization of the fair value of the options over vesting years has been expensed and credited to additional paid-in capital in shareholders’ equity. The weighted average fair values of options granted in the three-month period ended March 31, 2020 was $15.19 per share [2019 - $6.65]. Share-based compensation expense recognized for the three-month period ended March 31, 2020 was $981[2019 - $211].

As of March 31, 2020, there was $17,442 [2019 – $3,047] of total unrecognized compensation cost, related to non-vested share options, which is expected to be recognized over a remaining weighted average vesting period of 2.9 years [2019 – 3.0 years].

The non-vested options as at March 31 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

2019

 

 

Number

 

Weighted

 

Number

 

Weighted

 

 

of options

 

average

 

of options

 

average

 

    

2019 Plan

 

2011 Plan

Total

fair value

    

2011 Plan

    

fair value

Non-vested share options at beginning of period - 2011 Plan

 

 —

 

1,152,300

1,152,300

$

1.88

 

1,706,303

 

$

1.35

Non-vested share options at beginning of period - 2019 Plan

 

218,975

 

 —

218,975

$

14.44

 

 —

 

 

 —

Granted - 2011 Plan

 

 —

 

 —

 —

 

 —

 

116,742

 

 

6.65

Granted - 2019 Plan

 

765,160

 

 —

765,160

 

15.19

 

 —

 

 

 —

Vested, outstanding

 

 —

 

(169,133)

(169,133)

 

5.81

 

(99,579)

 

 

1.18

Vested, outstanding

 

(4,495)

 

 —

(4,495)

 

12.85

 

 —

 

 

 —

Forfeited - 2011

 

 —

 

(4,978)

(4,978)

 

1.52

 

 —

 

 

 —

Forfeited - 2019

 

(2,750)

 

 —

(2,750)

 

15.25

 

 —

 

 

 —

Non-vested share options at end of period

 

976,890

 

978,189

1,955,079

$

8.12

 

1,723,466

 

$

1.72

Non-vested share options at end of period - Weighted average fair value

$

11.80

$

1.21

 

 

 

 

 

 

 

 

 

The fair value of share-based payment transaction is measured using Black-Scholes valuation model. This model also requires assumptions, including expected option life, volatility, risk-free interest rate and dividend yield, which greatly affect the calculated values.

 

The fair value of options granted was estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for the options granted for the three-month ended March 31:

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

 

2020

    

2019

 

Exercise price

$

21.41

 

$

9.42

 

Share price

$

21.41

 

$

9.42

 

Volatility

 

82

%  

 

80

%

Risk-free interest rate

 

1.60

%  

 

2.50

%

Expected life

 

6.24

 

 

6.25

 

Dividend

 

0

%  

 

0

%

 

Expected volatility is determined using comparable companies for which the information is publicly available. The risk-free interest rate is determined based on the US sovereign rates benchmark in effect at the time of grant with a remaining term equal to the expected life of the option. Expected option life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected

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Milestone Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of US dollars, except where noted and for share and per share data)

 

term. The simplified method is an average of the contractual term of the options and its ordinary vesting period. Dividend yield is based on the share option’s exercise price and expected annual dividend rate at the time of grant.

 

The Company recognized share-based compensation expense as follows for the three months ended March 31:

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

 

    

2020

    

2019

Administration

 

$

399

 

$

70

Research and development

 

 

386

 

 

125

Commercial activities

 

 

196

 

 

16

 

 

$

981

 

$

211

 

 

5     Net loss per share

Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. The outstanding convertible preferred shares and share-based compensation have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average number of shares used to calculate both basic and diluted loss per share are the same.

The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31 as they would be anti-dilutive:

 

 

 

 

 

 

    

2020

    

2019

Redeemable convertible preferred shares

 

 —

 

17,550,802

Share options and unvested restricted share awards

 

3,288,376

 

2,955,936

 

 

3,288,376

 

20,506,738

 

Amounts in the table above reflect the common share equivalents of the noted instruments.

 

6     Government assistance

The Company incurred research and development expenditures that are eligible for investment tax credits. The investment tax credits recorded are based on management’s estimates of amounts expected to be recovered and are subject to audit by the taxation authorities. These amounts have been recorded as a reduction of research and development expenditures for an amount of $106 for the three-month period ended March 31, 2020 [2019 - $78]

 

 

 

 

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

The following information should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial information and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission, or SEC, on  March 6, 2020. Our actual results may differ materially from those anticipated in these forward‑looking statements as a result of various factors, including those discussed in “Risk Factors” and in other parts of this Quarterly Report on Form 10-Q.

Overview

We are a biopharmaceutical company focused on the development and commercialization of innovative cardiovascular medicines. Our lead product candidate etripamil is a novel, potent and short-acting calcium channel blocker that we designed as a rapid-onset nasal spray to be self-administered by patients. We are developing etripamil to treat paroxysmal supraventricular tachycardia, or PSVT, atrial fibrillation, and other cardiovascular indications.

PSVT is a rapid heart rate condition characterized by episodes of supraventricular tachycardia, or SVT, that start and stop without warning. Episodes of SVT are often experienced by patients with symptoms including palpitations, sweating, chest pressure or pain, shortness of breath, sudden onset of fatigue, lightheadedness or dizziness, fainting and anxiety. Calcium channel blockers have long been approved for the treatment of PSVT as well as other cardiac conditions. Calcium channel blockers available in oral form are frequently used prophylactically to control the frequency and duration of future episodes of SVT. For treatment of episodes of SVT, approved calcium channel blockers are administered intravenously under medical supervision, usually in the emergency department. The combination of convenient nasal-spray delivery, rapid-onset and short duration of action of etripamil has the potential to shift the current treatment paradigm for episodes of SVT away from the burdensome and costly emergency department setting. If approved, we believe that etripamil will be the first self-administered therapy for the rapid termination of episodes of SVT wherever and whenever they occur.

In March 2020, we reported topline results of the first part of the NODE-301 pivotal trial of etripamil for the treatment of PSVT, which is a placebo-controlled Phase 3 safety and efficacy trial.  The first part of NODE-301, which enrolled a total of 431 patients across 65 sites in the United States and Canada, did not meet its primary endpoint of time to conversion of SVT to sinus rhythm compared to placebo over the five hour period following study drug administration. The median time to conversion for etripamil was 25 minutes (95% CI: 16, 43) compared to 50 minutes (95% CI: 31,101) for placebo (p=0.12). Despite early activity, including the conversion of 61% of etripamil patients compared to 45% of placebo patients within 45 minutes after study drug administration (p=0.02), a time period consistent with etripamil's pharmacological activity, results from the latter part of the analysis confounded the statistical analysis of the primary endpoint. Patients were monitored during five hours after study drug administration.

 

The study demonstrated statistically significant improvements in patients taking etripamil compared to those taking placebo in the secondary endpoint of patient reported treatment satisfaction, as measured by a treatment satisfaction questionnaire for medication (TSQM-9), including global satisfaction (p=0.0069) and effectiveness scores (p=0.0015). Additionally, there was a trend towards improvement in the percentage of patients seeking rescue medical intervention, including in the emergency department, with 15% and 27% etripamil and placebo patients, respectively, reporting such intervention (p=0.12).

We believe the safety and tolerability data from the first part of the NODE-301 trial will be supportive of at-home use of etripamil, with adverse events (AE) consistent with those observed in prior trials. The most common AEs observed in patients receiving etripamil were nasal irritation and congestion, and these events were typically transient in nature and most commonly characterized by patients as mild in severity. There were no significant differences in incidences of severe adverse events or adverse events of interest, such as atrioventricular nodal blocks or blood pressure-related symptoms, across the etripamil and placebo groups.

The second part of the NODE-301 trial, NODE 301B, is continuing. NODE-301B continues to follow patients already randomized in NODE-301 who did not administer a dose of the study drug before the end of the first part of NODE-301.

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We plan to analyze the final data from NODE-301B separately as a second efficacy data set. We expect to receive guidance from the United States Food and Drug Administration (FDA) early in the third quarter of 2020 on our proposal to use data from the outcome of the NODE-301 trial as well as the ongoing NODE-301B trial. Should the FDA allow for the inclusion of 301B as a pivotal study for purpose of registration, we expect that additional patients will be newly randomized to increase the statistical power of NODE-301B. After such regulatory guidance, we will provide an update on our plans for the etripamil PSVT registration program.

In addition to NODE-301, the clinical development program for etripamil for PSVT consists of two other ongoing Phase 3 clinical trials, as well as completed Phase 2 and Phase 1 trials. NODE-302 is our ongoing Phase 3 open-label safety extension trial. Patients who complete NODE-301 may enroll in NODE-302 and receive up to an additional 11 doses of etripamil. NODE-302 is a multi-center, open label study designed to evaluate the safety of etripamil nasal spray when self-administered by patients without medical supervision for spontaneous episodes of SVT in an outpatient setting. All patients randomized in NODE‑301 were eligible for NODE‑302 after having successfully dosed with the study drug and completed a study closure visit. Eligibility was also contingent on satisfying all inclusion and exclusion criteria, including not experiencing a serious adverse event related to the study drug or the study procedure that precludes the self‑administration of etripamil. We initiated NODE‑302 in December 2018 and as of May 1, 2020 the trial has enrolled more than 150 patients and the trial is planned to be completed in 2020. Trial safety results will contribute to the etripamil safety database.

NODE-303 is a phase 3,  multi-center, open-label safety trial, evaluating the safety of etripamil when self‑administered without medical supervision, and to evaluate the treatment safety and efficacy of etripamil on multiple SVT episodes. The trial is designed to enroll enough patients to collect data on approximately 1,000 patients taking etripamil in an at-home setting. A more accurate sizing of the trial will be determined once an overall size of the safety dataset is determined for NDA filing following future discussions with the FDA and other regulatory authorities. Based on a review of the NODE-301 safety data available in June 2019, the FDA and multiple European and Latin American regulatory authorities agreed to allow patient enrollment in NODE-303 without an in-office safety test dose, which is required in the NODE-301 trial, and in a broad patient population including patients taking concomitant beta-blockers and calcium channel blockers.

We completed our Phase 2 clinical trial of etripamil for the treatment of PSVT in the United States and Canada, with results published in the Journal of the American College of Cardiology. Investigators reported an 87% termination rate of episodes of SVT within 15 minutes at the dose selected for our Phase 3 trials versus a 35% termination rate for placebo.

We have completed two Phase 1 clinical trials in healthy volunteers, characterizing the pharmacokinetics and pharmacodynamic effect of etripamil.  Our most recent Phase 1 trial (NODE-102) demonstrated no significant differences in etripamil plasma levels or pharmacodynamic outcomes between Caucasian volunteers or subjects of Japanese descent, which was the primary objective of the study.  In secondary analyses of all patients, the study showed that the relevant pharmacodynamic effect of etripamil for PSVT, as measured by PR interval prolongation, is in the range of 25 to 50 minutes.  This period of time is consistent with data on time to conversion of SVT and data on heart rate reductions observed in NODE-301.

 

As with PSVT, calcium channel blockers are also approved for use in intravenous form for the treatment of some episodes of atrial fibrillation in which patients experience rapid ventricular rates. We plan to initiate in 2020 a Phase 2 proof-of-concept clinical trial  to evaluate the potential effectiveness of etripamil to reduce ventricular rate in atrial fibrillation.

As we generate more data on the safety and efficacy profile of etripamil in PSVT, we will continue to assess whether etripamil could be developed for the treatment of atrial fibrillation, angina, and other areas of unmet medical need.

Since the commencement of our operations in 2003, we have devoted substantially all of our resources to performing research and development activities in support of our product development efforts, hiring personnel, raising capital to support and expand such activities, providing general and administrative support for these operations and, more recently preparing for commercialization. We operate our business using a significant outsourcing model.  As such, our team is

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composed of a relatively smaller core of employees who direct a significantly larger number of team members who are outsourced in the forms of vendors and consultants to enable execution of our operational plans. We do not currently have any products approved for sale, and we continue to incur significant research and development and general administrative expenses related to our operations.

Since inception, we have incurred significant operating losses. For the three months ended March 31, 2020 and 2019, we recorded net losses of $16.3 million and $10.5 million, respectively. As of March 31, 2020, we had an accumulated deficit of $129.8 million. We expect to continue to incur significant losses for the foreseeable future. We anticipate that a substantial portion of our capital resources and efforts in the foreseeable future will be focused on completing the necessary development activities required for obtaining regulatory approval and preparing for potential commercialization of our product candidates.

We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned clinical trials and expenditures on other research and development activities. We expect our expenses will increase substantially over time as we:

·

continue our ongoing and planned development of etripamil, including our Phase 3 clinical trials of etripamil for the treatment of PSVT;

 

·

seek marketing approvals for etripamil for the treatment of PSVT and other cardiovascular indications;

 

·

establish a sales, marketing, manufacturing and distribution capability, either directly or indirectly through third parties, to commercialize etripamil or any future product candidate for which we may obtain marketing approval;

 

·

build a portfolio of product candidates through development, or the acquisition or in-license of drugs, product candidates or technologies;

 

·

initiate preclinical studies and clinical trials for etripamil for any additional indications we may pursue, including the clinical trials for the treatment of atrial fibrillation with rapid ventricular rate and angina, and for any additional product candidates that we may pursue in the future;

 

·

maintain, protect and expand our intellectual property portfolio;

 

·

hire additional clinical, regulatory and scientific personnel;

 

·

add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts; and

 

·

incur additional legal, accounting and other expenses associated with operating as a public company.

 

COVID-19 Business Update

While we are experiencing limited business or financial impact from the ongoing COVID-19 pandemic at this time, given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, our business, financial condition, results of operations and growth prospects could be materially adversely affected.  We continue to closely monitor the COVID-19 situation as we evolve our business continuity plans and response strategy.  In March 2020, our global workforce transitioned to working remotely and this may impact productivity, delay or otherwise adversely impact our business. In addition, working at home policies could increase cybersecurity risk and communication disruptions. 

 

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Clinical Development

With respect to clinical development, we have taken measures to maintain patient safety and trial continuity and to preserve study integrity.  For our clinical development programs, we may experience disruptions or delays in our ability to initiate trial sites and enroll and assess patients.  The COVID-19 pandemic may also impact our ability to maintain patient enrollment.  We could also see an impact on the ability to supply study drug, report trial results, or interact with regulators, ethics committees or other important agencies due to limitations in regulatory authority employee resources or otherwise.  In addition, we rely on contract research organizations or other third parties to assist us with clinical trials, and we cannot guarantee that they will continue to perform their contractual duties in a timely and satisfactory manner as a result of the COVID-19 pandemic.  If the COVID-19 pandemic continues and persists for an extended period of time, we could experience significant disruptions to our clinical development timelines, which would adversely affect our business, financial condition, results of operations and growth prospects.

 

Corporate Development

We expect that our current operating plan and existing cash and cash equivalents will be sufficient to fund our operations and determined that there are no events or conditions that may cast substantial doubt on our ability to continue as a going concern for at least the next 12 months.

 

However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, third-party funding, marketing and distribution arrangements, as well as other collaborations, strategic alliances and licensing arrangements, or any combination of these approaches. Furthermore the COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets. It is not possible to reliably estimate the length and severity of this disruption.  If the disruption persists and deepens, we could experience an inability to access additional capital, which could in the future negatively affect our operations.

 

Other Financial and Corporate Impacts

While we expect the COVID-19 pandemic to adversely affect our business operations and financial results, the extent of the impact on our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease.  For example, if remote work policies for certain portions of our business, or that of our business partners, are extended longer than we currently expect, we may need to reassess our priorities and our corporate objectives for the year.

 

 

Components of Results of Operations

Research and Development Expenses

Research and development expenses consist primarily of salaries and fees paid to external service providers and also include personnel costs, including share-based compensation expense and other related compensation expenses. We expense research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors, collaborators and third-party service providers.

 

 

To date, substantially all of our research and development expenses have been related to the preclinical and clinical development of etripamil. As we advance etripamil or other product candidates for other indications, we expect to allocate our direct external research and development costs across each of the indications or product candidates. Further,

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while we expect our research and development costs for the development of etripamil in atrial fibrillation with rapid ventricular rate to increase for the clinical trial, we expect our research and development expenses related to the development of etripamil for PSVT to remain a large majority of our total research and development expenses. The following table shows our research and development expenses by type of activity for the three months ended March 31, 2020 and 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 

(in thousands)

 

2020

    

2019

Clinical and pre-clinical

 

$

9,711

 

$

6,750

Drug manufacturing and formulation

 

 

1,624

 

 

630

Regulatory and other costs

 

 

643

 

 

463

Less: investment tax credits

 

 

(106)

 

 

(78)

Total research and development expenses

 

$

11,872

 

$

7,765

 

We expect our research and development expenses to stay relatively consistant as we continue the development of etripamil and pursue regulatory approval. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming and is subject to uncertainties and delays, including as a result of the ongoing COVID-19 pandemic. As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates, if at all.

We recognize the benefit of Canadian research and development tax credits as a reduction of research and development costs for fully refundable investment tax credits.

General and Administrative Expenses

General and administrative expenses include personnel and related compensation costs, expenses for outside professional services, lease expense, insurance expense and other general administrative expenses. Personnel costs consist of salaries, bonuses, benefits, related payroll taxes and share-based compensation. Outside professional services consist of legal, accounting and audit services and other consulting fees.

We expect to continue to incurring expenses as a public company, including expenses related to compliance with the rules and regulations of the Securities and Exchange Commission, and those of any national securities exchange on which our securities are traded, additional insurance expenses, investor relations activities, and other administrative and professional services.

Commercial Expenses

Commercial expenses consist primarily of personnel and related compensation costs, market and health economic research, and market development activities for PSVT and, to a much lesser extent, atrial fibrillation with rapid ventricular rate and angina. The focus of these expenses is three-fold: first, we want to leverage rigorous primary and secondary research to fully understand our target disease states from the perspective of the patient, healthcare provider, and payor; second, we want to understand and document the burden of disease posed by PSVT from an epidemiology, healthcare resource use, and cost perspective; and third, we want to engage our target patient, physician, and payor stakeholders with evidence-based and compliant educational materials that serve to increase the awareness and understanding of the impact of PSVT on patients and the overall healthcare system.

We expect to reduce planned operating expenses by 20 to 25% during the remainder of fiscal year 2020 in order to focus our efforts on an optimized clinical development pathway for etripamil that will be determined following regulatory feedback. The cuts will primarily affect pre-commercialization activities. Starting approximately one year before we file

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our new drug application, or NDA with the FDA, we anticipate our commercial expenses will increase substantially as we invest in the infrastructure and personnel required to launch our first product in the United States.

Interest Income

Interest income primarily consists of interest income from our cash equivalents.

Results of Operations

Comparison of the Three Months Ended March 31, 2020 and 2019

The following table summarizes our results of operations and changes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

March 31, 

 

 

 

 

 

(in thousands)

    

2020

    

2019

 

$Change

    

% Change

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Research and development, net of tax credits

 

$

11,872

 

$

7,765

 

$

4,107

 

52.9%

General and administrative

 

 

2,703

 

 

979

 

 

1,724

 

176.1%

Commercial

 

 

2,183

 

 

2,186

 

 

(3)

 

-0.1%

Total operating expenses

 

 

16,758

 

 

10,930

 

 

5,828

 

53.3%

Loss from operations

 

 

(16,758)

 

 

(10,930)

 

 

(5,828)

 

53.3%

Interest income, net of bank charges

 

 

415

 

 

500

 

 

(85)

 

-17.0%

Loss and comprehensive loss before income taxes

 

 

(16,343)

 

 

(10,430)

 

 

(5,913)

 

56.7%

Income tax expense

 

 

 —

 

 

22

 

 

(22)

 

 —

Net loss and comprehensive loss

 

$

(16,343)

 

$

(10,452)

 

$

(5,891)

 

56.4%

 

 

Research and Development Expenses

Research and development, or R&D, expenses increased by $4.1 million, or 52.9%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. During the quarter ended March 31, 2020, we recorded $11.9 million in R&D expenses.  During the quarter ended March 31, 2019, we recorded $7.8 million in research and development expenses. Spending during the period was primarily related to advancing our Phase 3 efficacy and safety trials in etripamil for the treatment of PSVT. We spent approximately $7.8 million in clinical development costs on these programs in the first quarter of 2020 and recorded related R&D and personnel costs of $4.2 million. During the same period of 2019, we recorded expenses of $5.4 million and recorded personnel and R&D related costs of $2.5 million. We also recognized $0.1 million of R&D investment tax credits provided by the provincial government of Québec in the three-month periods ended March 31, 2020 and 2019, which are recorded as a reduction of our R&D expenses.

 

General and Administrative Expenses