SEC Filing - Aerovate Therapeutics, Inc.

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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 June 30, 2021

☐	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: 001-40544

AEROVATE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	83-1377888
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 Berkeley Street, Floor 18 Boston, MA	02116
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 443-2400

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 stock, par value $0.0001 per share

AVTE

The Nasdaq Global Market

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, 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.

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 13, 2021, the registrant had 24,410,393 shares of common stock, $0.0001 par value per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	78
Signatures		80

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

●

the initiation, timing, progress, results and cost of our research and development program for AV-101 and our current and future clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work and the period during which the results of the trials will become available;

●

our expectations regarding the potential market size and size of the potential patient populations for AV-101, if approved for commercial use;

●

our clinical and regulatory development plans;

●

our expectations with regard to the data to be derived from our planned Phase 2b/3 clinical trial; or any other product candidates that we may identify or develop;

●

the timing or likelihood of regulatory filings and approvals for AV-101;

●

our ability to commercialize AV-101, if approved;

●

the pricing and reimbursement of AV-101, if approved;

●

the implementation of our business model and strategic plans for our business and AV-101;

●

estimates of our future expenses, revenues, capital requirements and our needs for additional financing, and our ability to obtain additional capital;

●

the scope of protection we are able to establish and maintain for intellectual property rights covering AV-101, including the projected terms of patent protection;

●

regulatory developments in the United States and foreign countries;

●

our ability to enter into strategic collaborations, including for the commercialization of AV 101 outside the United States;

●

the rate and degree of market acceptance of AV 101;

●

our ability to contract with third-party suppliers, manufacturers and contract research organizations (“CROs”) and their ability to perform adequately;

●

the success of competing therapies for pulmonary arterial hypertension (“PAH”) that are or may become available;

●

developments relating to our competitors and our industry, including the impact of government regulation;

●

our ability to attract and retain key scientific or management personnel;

●

our ability to obtain additional funding for our operations, when needed, including funding necessary to complete further development and commercialization of AV-101, if approved;

●

our financial performance;

●

the effect of the ongoing COVID-19 pandemic, including mitigation efforts and economic effects, on any of the foregoing or other aspects of our business operations, including but not limited to our clinical trials and any future studies or trials; and

●

other risks and uncertainties, including those listed under the section titled “Risk Factors.”

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

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The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. While we are not aware of any misstatements regarding any third-party information presented in this Quarterly Report on Form 10-Q, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

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PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

Aerovate Therapeutics, Inc.

Condensed Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)


		June 30,		December 31,
		2021		2020
				(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	59,150	$	4,573
Prepaid expenses and other current assets		159		103
Total current assets		59,309		4,676
Property and equipment, net (Note 2)		35		39
Other long-term assets		3,090		—
Total assets	$	62,434	$	4,715

Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Deficit

Current liabilities:
Accounts payable (including related party amounts of $9 and $6, respectively)	$	3,042	$	618
Accrued and other current liabilities (Note 3)		1,151		1,156
Total current liabilities		4,193		1,774

Commitments and contingencies (Note 9)
Series A redeemable convertible preferred stock, $0.0001 par value;
40,052,154 shares authorized at June 30, 2021 and December 31, 2020; 40,052,154 and
6,489,534 shares issued and outstanding at June 30, 2021 and December 31, 2020,
respectively; aggregate liquidation preference of $75,819 at June 30, 2021		75,819		12,285
Series Seed redeemable convertible preferred stock, $0.0001 par value;
4,000,000 shares authorized, issued and outstanding at June 30, 2021 and
December 31, 2020; aggregate liquidation preference of $4,000 at June 30, 2021		4,000		4,000
Stockholders' deficit:
Common stock, $0.0001 par value; 50,000,000 shares authorized at June 30, 2021 and
December 31, 2020, respectively; 243,076 shares issued and outstanding at
June 30, 2021 and December 31, 2020, respectively		—		—
Additional paid-in capital		407		63
Accumulated deficit		(21,985)		(13,407)
Total stockholders' deficit		(21,578)		(13,344)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	62,434	$	4,715

See accompanying notes to unaudited interim condensed financial statements.

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Aerovate Therapeutics, Inc.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Operating expenses:
Research and development (includes related party amounts of $39, $19, $54 and $35, respectively)	$	4,327	$	1,471	$	6,523	$	2,677
General and administrative (includes related party amounts of $6, $8, $11 and $15, respectively)		1,447		154		2,031		306
Total operating expenses		5,774		1,625		8,554		2,983
Loss from operations		(5,774)		(1,625)		(8,554)		(2,983)
Other expense:
Interest income (expense)		2		(37)		2		(75)
Change in fair value of convertible promissory notes		—		(540)		—		(580)
Other expense		(3)		—		(4)		—
Total other expense		(1)		(577)		(2)		(655)

Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(8,556)	$	(3,638)
Net loss per share, basic and diluted	$	(23.80)	$	(9.12)	$	(35.29)	$	(15.07)
Weighted-average shares of common stock outstanding, basic and diluted		243,076		241,467		243,076		241,467

See accompanying notes to unaudited interim condensed financial statements.

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Aerovate Therapeutics, Inc.

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(Unaudited)

(in thousands, except share amounts)


	Series A Redeemable			Series Seed Redeemable
	Convertible			Convertible						Additional				Total
	Preferred Stock			Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at December 31, 2019	—		—	4,000,000		4,000	241,467		—		—		(3,643)		(3,643)
Stock based compensation	—		—	—		—	—		—		7		—		7
Net loss	—		—	—		—	—		—		—		(1,436)		(1,436)
Balance at March 31, 2020	—	$	—	4,000,000	$	4,000	241,467	$	—	$	7	$	(5,079)	$	(5,072)
Stock based compensation	—		—	—		—	—		—		6		—		6
Net loss	—		—	—		—	—		—		—		(2,202)		(2,202)
Balance at June 30, 2020	—	$	—	4,000,000	$	4,000	241,467	$	—	$	13	$	(7,281)	$	(7,268)


	Series A Redeemable			Series Seed Redeemable						Additional				Total
	Preferred Stock			Preferred Stock			Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at December 31, 2020	6,489,534		12,285	4,000,000		4,000	243,076		—		63		(13,407)		(13,344)
Issuance of Series A redeemable convertible preferred stock at $1.893 per share, net of issuance costs of $13	4,224,274		7,983	—		—	—		—		—		—		—
Accretion of Series A redeemable convertible preferred stock to redemption value	—		13	—		—	—		—		—		(13)		(13)
Stock based compensation	—		—	—		—	—		—		23		—		23
Net loss	—		—	—		—	—		—		—		(2,781)		(2,781)
Balance at March 31, 2021	10,713,808	$	20,281	4,000,000	$	4,000	243,076	$	—	$	86	$	(16,201)	$	(16,115)
Issuance of Series A redeemable convertible preferred stock at $1.893 per share, net of issuance costs of $9	29,338,346		55,529	—		—	—		—		—		—		—
Accretion of Series A redeemable convertible preferred stock to redemption value	—		9	—		—	—		—		—		(9)		(9)
Stock based compensation	—		—	—		—	—		—		321		—		321
Net loss	—		—	—		—	—		—		—		(5,775)		(5,775)
Balance at June 30, 2021	40,052,154	$	75,819	4,000,000	$	4,000	243,076	$	—	$	407	$	(21,985)	$	(21,578)

See accompanying notes to unaudited interim condensed financial statements.

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Aerovate Therapeutics, Inc.

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)


	Six Months Ended June 30,
	2021		2020
Cash flow from operating activities:
Net loss	$	(8,556)	$	(3,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		4		—
Stock based compensation expense		344		13
Non-cash interest expense		—		75
Change in fair value of convertible promissory notes to related party		—		580

Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(56)		—
Other long-term assets		(74)		(2)
Accounts payable		563		129
Accrued and other current liabilities		(5)		301
Net cash used in operating activities		(7,780)		(2,542)

Cash flow from investing activities:
Purchases of property and equipment		(40)		—
Net cash used in investing activities		(40)		—

Cash flow from financing activities:
Proceeds from sale of Series A redeemable convertible preferred stock, net of issuance costs		63,512		—
Payments for deferred offering costs		(1,115)		—
Net cash provided by financing activities		62,397		—

Net increase (decrease) in cash		54,577		(2,542)
Cash and cash equivalents at the beginning of the year		4,573		3,514
Cash and cash equivalents at the end of the period	$	59,150	$	972

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable	$	1,901	$	—

See accompanying notes to unaudited interim condensed financial statements.

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AEROVATE THERAPEUTICS, INC.

NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(1) Organization and Summary of Significant Accounting Policies

(a)

Organization and Nature of Operations

Aerovate Therapeutics Inc. (“Aerovate” or the “Company”) was incorporated in the state of Delaware in July 2018 and is headquartered in Boston, Massachusetts. The Company is a biotechnology company that is focused on the development of AV-101, a novel treatment for pulmonary arterial hypertension (“PAH”). The Company anticipates initiating a Phase 2b/3 trial of AV-101 in PAH patients in the second half of 2021.

(b)

Initial Public Offering

On July 2, 2021, the Company completed its initial public offering (“IPO”). The Company’s Registration Statement on Form S-1 (File No. 333-256949) relating to the IPO was declared effective by the Securities and Exchange Commission (“SEC”) on June 29, 2021. The shares began trading on The Nasdaq Global Market on June 30, 2021. The Company issued 9,984,463 shares of its common stock, including 1,302,321 shares associated with the full exercise of the underwriters’ option to purchase additional shares, at an offering price of $14.00 per share. Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 14,182,854 shares of the Company’s common stock. In aggregate, the shares issued in the IPO generated approximately $127.0 million in net proceeds after deducting underwriting discounts and commissions and other offering costs.

(c)

Basis of Presentation

The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the Securities Act). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

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(d)

Reverse Stock Split

On June 22, 2021, the Company effected a 1-for-3.1060103 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock. Accordingly, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, early exercised options, share data, per share data, convertible preferred stock (to the extent presented on an as-converted to common stock basis) and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

(e)

Liquidity and Going Concern

Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations and has not realized revenues from its planned principal operations. The Company has incurred losses and negative cash flows from operations since inception. In addition, the Company expects to incur substantial operating losses for the next several years as it continues its research and development activities. As of June 30, 2021, the Company had cash and cash equivalents of $59.2 million.

Management plans to continue to incur substantial costs in order to conduct research and development activities and additional capital will be needed to undertake these activities. The Company intends to raise such capital through debt or equity financings or other arrangements to fund operations. Management believes that the Company’s current cash and cash equivalents, including the net proceeds of approximately $127.0 million from the closing of its IPO in July 2021, as described above, will provide sufficient funds to enable the Company to meet its obligations for at least twelve months from the filing date of this report.

(f)

Deferred Offering Costs

The Company capitalizes within other long-term assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. As of June 30, 2021 and December 31, 2020, deferred offering costs of $3.0 million and $0.0 million, respectively, were recorded within other long-term assets on the balance sheet.

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(g)

Net Loss Per Share

The two-class method is applicable because the Series A redeemable convertible preferred stock meets the definition of a participating security. Basic net loss per share is calculated by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and the outstanding convertible preferred stock and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position as the inclusion of the potentially dilutive securities would be anti-dilutive.

The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(8,556)	$	(3,638)
Accretion of Series A redeemable convertible preferred stock to redemption value		(9)		—		(22)		—
Net loss and comprehensive loss available to common stockholders	$	(5,784)	$	(2,202)	$	(8,578)	$	(3,638)

Denominator:
Weighted-average common stock outstanding, basic and diluted		243,076		241,467		243,076		241,467
Net loss per share, basic and diluted	$	(23.80)	$	(9.12)	$	(35.29)	$	(15.07)

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares):


	As of June 30,
	2021	2020
Series Seed convertible preferred stock	1,287,825	1,287,825
Series A redeemable convertible preferred stock	12,895,029	—
Options to purchase common stock	2,770,954	80,487
	16,953,808	1,368,312

(2)	Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	June 30,		December 31,
	2021		2020
Research and development equipment	$	40	$	40
Less accumulated depreciation		(5)		(1)
Total property and equipment, net	$	35	$	39

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(3)	Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2021		2020
Accrued research and development	$	476	$	946
Accrued payroll and other employee benefits		258		192
Deferred offering costs		297		—
Other		120		18
Total accrued and other current liabilities	$	1,151	$	1,156

(4)	Convertible Promissory Notes

On December 30, 2019, the Company issued convertible promissory notes (the “2019 Notes”) totaling $2.5 million to RA Capital Healthcare Fund, L.P., Blackwell Partners LLC - Series A, and RA Capital Nexus Fund, L.P. (the “Holders”). The 2019 Notes accrued interest at a rate of 6% per annum and were payable at the demand of the Holders on or after the Maturity Date of December 30, 2021, subject to earlier conversion or repayment in the event of a qualified financing or a change of control, as defined in the convertible promissory notes agreement. Due to certain embedded features, the Company elected to account for the 2019 Notes and all their embedded features under the fair value option. The 2019 Notes were issued at fair value, as such no changes in fair value were recorded between December 30, 2019 and December 31, 2019. The 2019 Notes were converted into Series A redeemable convertible preferred stock in connection with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020, with a conversion price of 80% of $1.893 per share (the “Series A Original Issue Price”). The Company recorded a change in fair value of $0.6 million for the period January 1, 2020 through conversion on August 5, 2020. In relation to the 2019 Notes, there was $0.1 million of interest expense for the six months ended June 30, 2020.

On July 13, 2020, the Company issued convertible promissory notes (the “2020 Notes”) totaling $2.5 million to the Holders. The 2020 Notes accrued interest at a rate of 3% per annum and were payable at the demand of the Holders on or after the Maturity Date of October 31, 2020. The 2020 Notes converted into Series A redeemable convertible preferred stock in association with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020. The 2020 Notes were issued at fair value and converted at the Series A Original Issue Price, as such no changes in fair value were recorded with respect to the 2020 Notes.

(5)	Fair Value of Financial Instruments

The cash and cash equivalents balance as of June 30, 2021 consisted of cash in the amount of $1.4 million and money market funds in the amount of $57.8 million. Cash and cash equivalents are classified as Level 1 assets.

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands):


	Convertible
	Promissory Notes
Balance at December 31, 2019	$	2,500
Change in fair value of convertible promissory notes, related party		580
Balance at June 30, 2020	$	3,080

There are no liabilities measured at fair value for the three and six months ended June 30, 2021.

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(6)	Stockholders’ Equity

Under the Amended and Restated Articles of Incorporation dated August 3, 2020, the Company had a total of 94,052,154 shares of capital stock authorized for issuance, consisting of 50,000,000 shares of common stock, par value of $0.0001 per share, and 44,052,154 shares of convertible preferred stock, par value of $0.0001 per share. Shares of authorized convertible preferred stock are designated as 4,000,000 shares of Series Seed redeemable convertible preferred stock and 40,052,154 shares of Series A redeemable convertible preferred stock.

In connection with the Reverse Stock Split on June 22, 2021, the Company filed a certificate of amendment to its certificate of incorporation, which provides 150,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of undesignated preferred stock with a par value of $0.0001 per share upon completion of the Company’s IPO on July 2, 2021.

(a)

Redeemable Convertible Preferred Stock

In August 2018, the Company sold to RA Capital Health Care Fund, L.P. an aggregate of 4,000,000 shares of Series Seed redeemable preferred stock at a purchase price of $1.00 per share, for net proceeds of $4.0 million. On August 5, 2020, the Company entered into the Series A Preferred Stock Purchase Agreement (“Stock Purchase Agreement”). The Company’s initial closing of its Series A redeemable convertible preferred stock occurred on this date. The Company issued 3,468,536 shares of Series A redeemable convertible preferred shares for gross proceeds of $6.6 million at a price per share of $1.893. In addition to the cash proceeds, 3,020,998 shares of Series A redeemable convertible preferred stock were issued in connection with the conversion of the 2019 Notes and the 2020 Notes.

The Stock Purchase Agreement contained provisions that potentially obligated the Company to sell, outside of its control, an additional 33,562,620 shares of Series A redeemable convertible preferred stock at $1.893 per share for expected gross proceeds of $63.5 million, upon the occurrence of three subsequent Milestone Closings or earlier, at the option of any holder of the Series A redeemable convertible preferred stock. If the defined milestones were not achieved prior to the Company’s initial public offering, the holders had the right to purchase these shares prior to the completion of the initial public offering. If the shares were not purchased prior to the completion of the initial public offering, then this right to purchase these shares would have automatically expired.

On February 1, 2021, upon the completion of the First Milestone Closing, the Company sold 4,224,274 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $8.0 million. On June 4, 2021, upon the completion of the Second Milestone Closing and the Third Milestone Closing, the Company sold 29,338,346 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $55.5 million.

Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 14,182,854 shares of the Company’s common stock.

(b)

Common Stock

In August 2018, the Company issued 241,467 shares of common stock to RA Capital Healthcare Fund, L.P. at a price of $0.0012 per share.

The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, powers, and preferences of the holders of the preferred stock as of June 30, 2021. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

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As of June 30, 2021, the Company had reserved the following shares of common stock, on an as-converted basis, for future issuance:


		June 30,
		2021
Series Seed redeemable convertible preferred stock		1,287,825
Series A redeemable convertible preferred stock		12,895,029
Common stock options granted and outstanding		2,770,954
Common stock reserved for future option grants		1,768,000
Total		18,721,808

(7)	Share-Based Compensation

(a)

Stock Option Plan

The Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors and approved by the Company’s stockholders in June 2021 and became effective as of June 29, 2021. Upon the effectiveness of the 2021 Plan, the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) was terminated and no further grants may be made thereunder. The Company’s 2021 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors.

A total of 2,600,000 shares of the Company’s common stock is authorized for issuance with respect to awards granted under the 2021 Plan. The share limit will automatically increase on the first trading day in January of each year (commencing with 2022) by an amount equal to the lesser of (1) 4% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. Any shares subject to awards granted under the 2021 Plan or the 2018 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, or otherwise fail to vest, as well as shares used to pay the purchase or exercise price of such awards or related tax withholding obligations, will become available for new award grants under the 2021 Plan. As of June 30, 2021, 832,000 awards had been granted under the 2021 Plan, and 1,768,000 shares authorized under the 2021 Plan were available for award purposes.

The options that are granted under the 2021 Plan and the 2018 Plan are exercisable at various dates as determined upon grant and terminate within 10 years of the date of grant. The vesting period generally occurs over three to four years.

The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the six months ended June 30, 2021:


				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Options	Price		(in years)	(in thousands)
Outstanding at December 31, 2020	229,105	$	1.74	9.69	$	—
Granted	2,541,849		6.04	9.84
Exercised	—		—
Cancelled/Forfeited	—		—
Outstanding at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439
Vested and exercisable at June 30, 2021	41,250	$	2.72	9.29	$	829
Vested and expected to vest at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439

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All exercisable options are vested and all outstanding options are vested or expected to vest.

(b)

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors and stockholders in June 2021 and became effective upon the consummation of the IPO. A total of 230,000 shares of the Company’s common stock is initially available for issuance under the ESPP. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of June 30, 2021, no shares had been issued under the ESPP, and the full number of shares authorized under the ESPP Plan was available for issuance purposes upon the effectiveness of the ESPP.

(c)

Share-Based Compensation Expense

The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following assumptions:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Expected term (in years)	5.8 - 6.1		6.0		5.8 - 6.1		6.0
Expected volatility	68.7 - 69.6	%	79.2 - 79.4	%	68.7 - 69.6	%	68.0 - 79.4	%
Risk-free interest rate	1.0 - 1.2	%	0.4	%	1.0 - 1.2	%	0.4 - 1.5	%
Expected dividend	—		—		—		—

Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2021	2020			2021		2020
Research and development	$	101	$	2	$	113	$	2
General and administrative		220		4		231		11
Total	$	321	$	6	$	344	$	13

As of June 30, 2021, there was approximately $9.4 million of total unrecognized stock-based compensation expense related to nonvested stock-based compensation arrangements granted under the 2021 Plan and 2018 Plan, which is expected to be recognized over a weighted-average period of approximately 3.7 years.

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(8)	Related Party Transactions

Services Agreement

In August 2018, the Company entered into a services agreement (“Services Agreement”) with Carnot, LLC (“Carnot”), an entity owned and controlled by RA Capital Management, LLC under which Carnot provides research and other services to the Company. RA Capital Management, LLC is a related party due to its equity ownership of the Company. The Company pays Carnot for services performed and costs incurred. The Services Agreement is for a term of two years. The Company may terminate the Services Agreement by giving 30 days’ prior notice and either party can terminate the services agreement for a material breach, if not cured within 30 days following notice by the nonbreaching party.

In July 2019, the Services Agreement with Carnot was amended whereby research and other services are now performed by Carnot Pharma, LLC (“Carnot Pharma”), an entity owned and controlled by RA Capital Management, LLC, and the term was updated to the later of (i) two years from July 15, 2019 and (ii) completion of services under the agreement.

Expenses incurred by the Company under the Services Agreement with Carnot Pharma totaled $44,516 and $26,542 for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020 and are presented in the statement of operations and comprehensive loss as research and development and general and administrative expenses. As of June 30, 2021 and December 31, 2020, $8,524 and $5,632, respectively, was due to Carnot Pharma, LLC by the Company for services rendered under the Services Agreement.

(9)	Commitments and Contingencies

From time to time, the Company may become subject to claims or suits arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of June 30, 2021 and December 31, 2020, the Company is not a party to any litigation and has not recorded any such liabilities.

(10)	Subsequent Events

Initial Public Offering

Effective on July 2, 2021, the Company completed its IPO and issued a total of 9,984,463 shares of common stock, which includes the allotment-option of shares exercised by underwriters in the IPO, at an offering price of $14.00 per share. In aggregate, the Company received net proceeds of approximately $127.0 million, after deducting underwriting discounts and commissions of $9.8 million and $3.0 million of IPO-related costs. In connection with the IPO, the following events occurred subsequent to June 30, 2021:

●

On July 2, 2021, the outstanding 44,052,154 shares of redeemable convertible preferred stock converted into an aggregate of 14,182,854 shares of common stock;

●

On July 2, 2021, total common shares outstanding were 24,410,393, which includes common shares outstanding as of June 30, 2021, shares issued in the IPO and redeemable convertible preferred stock converted and reclassified; and

●

On July 2, 2021, the Company’s amended and restated certificate of incorporation became effective, authorizing 150,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.

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The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on June 30, 2021:


			Pro Forma
	June 30, 2021		June 30, 2021
Cash and cash equivalents	$	59,150	$	186,150
Deferred offering costs		3,016		—
Convertible preferred stock		79,819		—
Common stock		—		2
Additional paid-in capital		407		207,224
Total stockholders' (deficit) equity	$	(21,578)	$	185,241

Lease Agreement

On August 6, 2021, the Company entered into a new lease agreement for office space located in Waltham, Massachusetts for the Company’s future corporate headquarters. The commencement date of this lease is expected to be on September 1, 2021 for an initial term of 39 months. The base rent for the Company under this lease will be approximately $0.2 million per year over the lease term. As of June 30, 2021, the Company had not taken control of the space and the lease term had not commenced. Accordingly, no right-of-use asset or lease liability related to the lease has been recorded.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the Prospectus for our initial public offering filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, or the Securities Act, with the Securities and Exchange Commission, or SEC, on June 30, 2021. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

Overview

We are a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease. Our initial focus is on advancing AV-101, our dry powder inhaled formulation of imatinib for the treatment of pulmonary arterial hypertension, or PAH, a devastating disease impacting approximately 70,000 people in the United States and Europe. Imatinib, marketed as Gleevec tablets, was originally developed for the treatment of multiple cancers. Oral imatinib also demonstrated statistically significant improvement on the primary endpoint, six-minute walk distance, and multiple secondary hemodynamic endpoints in PAH patients in an international Phase 3 trial conducted by Novartis but was poorly tolerated due to adverse events, or AEs, and never approved for the treatment of PAH. AV-101, delivered using a dry powder inhaler, is designed to provide lung concentrations at or above those observed with the oral dose while limiting systemic levels of the drug. We have completed a Phase 1 study in healthy volunteers and AV-101 was generally well-tolerated with no serious adverse events reported. We anticipate initiating a Phase 2b/3 trial of AV-101 in PAH patients in the second half of 2021, and we have assembled a team with deep expertise in developing innovative PAH and inhaled therapies and commercializing novel drugs.

We commenced our operations in 2018 and have devoted substantially all of our resources to date to organizing and staffing our company, business planning, raising capital, meeting with regulatory authorities, developing and performing preclinical work for AV-101, preparing for and conducting our Phase 1 clinical trial of AV-101, establishing our intellectual property portfolio and providing other general and administrative support for these operations. Our historical operations have been funded primarily through the issuance of convertible preferred stock and convertible promissory notes, which were converted into Series A redeemable convertible preferred stock in August 2020. From our inception through June 30, 2021, we have raised aggregate net proceeds of $73.9 million from the issuance of convertible preferred stock and $5.0 million from the issuance of convertible promissory notes. As of June 30, 2021, we had cash of $59.2 million. On July 2, 2021, we completed our initial public offering of our common stock, or IPO, and expect that the net proceeds of $127.0 million from the IPO, together with our existing cash, will be sufficient to fund our planned operations into the second half of 2025. We could use our available capital resources sooner than we currently expect, in which case we would be required to obtain additional financing, which may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. See the subsection titled “—Liquidity and Capital Resources.”

We do not have any products approved for sale and have incurred significant operating losses since our inception and expect to continue to incur significant operating losses for the foreseeable future. Our net losses for the three months ended June 30, 2021 and 2020 were $5.8 million and $2.2 million, respectively, and $8.6 million and $3.6 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, we had an accumulated deficit of $22.0 million. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical development activities, other research and development activities and pre-commercialization activities. We expect to continue to incur significant expenses and increasing operating losses into the foreseeable future. We anticipate our expenses will increase substantially as we continue our research and development activities, including the clinical development of AV-101, seek regulatory approval for and potentially commercialize AV-101, as well as hire additional personnel, protect our intellectual property, and incur additional costs associated with being a public company.

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We do not expect to generate any revenue from product sales unless and until we successfully complete development and obtain regulatory approval for AV-101 or any other drug candidate, which will not be for at least the next several years, if ever. In addition, if we obtain regulatory approval for AV-101, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until such time as we can generate significant revenue from sales of AV-101, if ever, we expect to finance our cash needs through a combination of equity offerings, debt financings, or other capital sources, including potential collaborations and licenses and other similar arrangements. However, we may not be able to secure additional financing or enter into such other arrangements in a timely manner or on favorable terms, if at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise additional capital when needed, we could be forced to delay, limit, reduce or terminate our research and development programs or future commercialization efforts, or grant rights to develop and market AV-101 even if we would otherwise prefer to develop and market such drug candidate ourselves.

We do not own or operate manufacturing facilities. We currently rely on third-party manufacturers and suppliers for our drug candidate, and we expect to continue to do so to meet our preclinical, clinical and potential commercial activities. Our third-party manufacturers are required to manufacture our drug candidate under current good manufacturing practice, or current GMP, requirements and other applicable laws and regulations. We believe there are multiple sources for all of the materials required for the manufacture of AV-101, and we expect to continue to cost-effectively produce drug candidates at contract manufacturing facilities.

The global coronavirus disease 2019, or COVID-19, pandemic continues to evolve, and we will continue to monitor the COVID-19 situation. The extent of the impact of the ongoing COVID-19 pandemic on our business, operations and clinical development timelines, supply chain and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak, including the identification of new variants of the virus, and its impact on our clinical trial enrollment, trial sites, CROs, third-party manufacturers, and other third parties with whom we do business, as well as its impact on regulatory authorities and our key scientific and management personnel. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. To the extent possible, we are conducting business as usual, with only necessary or advisable modifications to employee travel. From our inception through June 30, 2021, we have not leased any facilities as our entire organization has worked remotely. On August 6, 2021, we entered into a new lease agreement for approximately 5,000 square feet of office space in Waltham, Massachusetts for the Company’s future corporate headquarters. The commencement date of this lease is expected to be on September 1, 2021 for an initial term of 39 months. We will begin bringing employees into the office voluntarily while some of our employees will remain fully remote. We will continue to actively monitor the rapidly evolving situation related to COVID-19 and may take further actions that alter our operations, including those that may be required by federal, state or local authorities, or that we determine are in the best interests of our employees and other third parties with whom we do business. At this point, the extent to which the ongoing COVID-19 pandemic may affect our business, operations and clinical development timelines and plans, including the resulting impact on our expenditures and capital needs, remains uncertain and is subject to change.

Components of Results of Operations

Revenue

We currently have no products approved for sale, and we have not generated any revenue to date. In the future, we may generate revenue from collaboration or license agreements we may enter into with respect to our drug candidate, as well as product sales from any approved product, which approval we do not expect to occur for at least the next several years, if ever. Our ability to generate product revenue will depend on the successful development and eventual commercialization of AV-101 and any other drug candidates we may pursue. If we fail to complete the development of AV-101 in a timely manner, or to obtain regulatory approval, our ability to generate future revenue and our results of operations and financial position would be materially adversely affected.

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Operating Expenses

Research and Development

To date, our research and development expenses have related to the development of AV-101. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

Research and development expenses include:

●

external research and development expenses incurred under agreements with CROs and consultants to conduct and support clinical trials of AV-101 and our preclinical studies;

●

costs related to manufacturing AV-101 for use in clinical trials; and

●

personnel-related costs, including salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals involved in research and development efforts.

Our research and development expenses consist principally of direct costs, such as fees paid to CROs, investigative sites and consultants in connection with our clinical trials, preclinical and non-clinical studies, and costs related to manufacturing clinical trial materials. We deploy our personnel related resources across all of our research and development activities. We track direct expenses on a clinical and non-clinical basis.

We plan to substantially increase our research and development expenses for the foreseeable future as we continue the development of AV-101. We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future clinical trials and nonclinical studies of AV-101 or any future product candidates due to the inherently unpredictable nature of clinical and preclinical development. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations. We will need to raise substantial additional capital in the future.

Our future clinical development costs may vary significantly based on factors such as:

●

per patient trial costs;

●

the number of trials required for approval;

●

the number of sites included in the trials;

●

the countries in which the trials are conducted;

●

the length of time required to enroll eligible patients;

●

the number of patients that participate in the trials;

●

the number of doses evaluated in the trials;

●

the drop-out or discontinuation rates of patients;

●

potential additional safety monitoring requested by regulatory agencies;

●

the duration of patient participation in the trials and follow-up; and

●

the efficacy and safety profile of the product candidate.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs, including salaries, payroll taxes, employee benefits, and stock-based compensation charges for those individuals in executive, finance and other administrative functions. Other significant costs include legal fees relating to intellectual property and corporate matters, professional fees for accounting and consulting services, and insurance costs. We anticipate that our general and administrative expenses will increase for the foreseeable future to support our continued research and development activities, pre-commercial preparation activities and commercialization activities for AV-101. We also anticipate increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

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Interest Income (Expense)

Interest expense consists of interest on our convertible promissory notes at a per annum interest rate of 6%. All convertible promissory notes converted into shares of our Series A redeemable convertible preferred stock in August 2020. Interest income consists of interest earned on our cash and cash equivalents.

Change in Fair Value of Convertible Promissory Notes

We issued convertible promissory notes in 2020 and 2019 for which we elected the fair value option. We adjusted the carrying value of our convertible promissory notes to their estimated fair value at each reporting date, with any change in fair value of the convertible promissory notes recorded as an increase or decrease to change in fair value of convertible promissory notes in our statements of operations and comprehensive loss. All convertible promissory notes and related accrued interest converted into shares of Series A redeemable convertible preferred stock in August 2020.

Prior to their conversion into our Series A redeemable convertible preferred stock issued in August 2020, the fair value of convertible promissory notes issued through July 2020 was estimated using a scenario-based analysis that estimated the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering possible outcomes available to the noteholders, including conversions in subsequent equity financings, change of control transactions, settlement and dissolution.

Results of Operations

Comparison of the Three Months Ended June 30, 2021 and 2020 (Unaudited)

The following table summarizes our results of operations for the three months ended June 30, 2021 and 2020 (in thousands):


	THREE MONTHS ENDED JUNE 30,
	2021		2020		CHANGE

	(UNAUDITED)
Operating expenses:
Research and development expenses	$	4,327	$	1,471	$	2,856
General and administrative expenses		1,447		154		1,293
Total operating expenses		5,774		1,625		4,149
Loss from operations		(5,774)		(1,625)		(4,149)
Other expense:
Interest income (expense)		2		(37)		39
Change in fair value of convertible promissory notes		—		(540)		540
Other expense		(3)		—		(3)
Total other expense		(1)		(577)		576
Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(3,573)

Research and Development Expenses

Research and development expenses for the three months ended June 30, 2021 were $4.3 million compared to $1.5 million for the three months ended June 30, 2020. The increase of $2.9 million was primarily due to increases of $1.6 million in clinical costs, $0.9 million in manufacturing costs, $0.2 million in preclinical costs and $0.3 million in payroll, stock-based compensation, and professional fees partially offset by lower regulatory costs of $0.1 million.

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General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2021 were $1.4 million compared to $0.2 million for the three months ended June 30, 2020. The increase of $1.3 million was primarily due to increases of $0.7 million in professional services related to corporate legal fees, accounting services and other consulting expenses and $0.6 million in payroll, stock-based compensation and professional fees.

Other Income (Expense)

Other expense for the three months ended June 30, 2021 was $869 compared to $0.6 million for the three months ended June 30, 2020. The change of $0.6 million was due to the change in fair value of the convertible promissory notes and interest expense on the convertible promissory notes recorded for the three months ended June 30, 2020. All convertible promissory notes converted into shares of our Series A redeemable convertible preferred stock in August 2020.

Comparison of the Six Months Ended June 30, 2021 and 2020 (Unaudited)

The following table summarizes our results of operations for the six months ended June 30, 2021 and 2020 (in thousands):


	SIX MONTHS ENDED JUNE 30,
	2021		2020		CHANGE

	(UNAUDITED)
Operating expenses:
Research and development expenses	$	6,523	$	2,677	$	3,846
General and administrative expenses		2,031		306		1,725
Total operating expenses		8,554		2,983		5,571
Loss from operations		(8,554)		(2,983)		(5,571)
Other expense:
Interest income (expense)		2		(75)		77
Change in fair value of convertible promissory notes		—		(580)		580
Other expense		(4)		—		(4)
Total other expense		(2)		(655)		653
Net loss and comprehensive loss	$	(8,556)	$	(3,638)	$	(4,918)

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2021 were $6.5 million compared to $2.7 million for the six months ended June 30, 2020. The increase of $3.8 million was primarily due to increases of $2.1 million in clinical costs, $1.3 million in clinical manufacturing costs and $0.6 million in payroll and stock-based compensation costs, partially offset by lower pre-clinical related costs of $0.2 million.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2021 were $2.0 million compared to $0.3 million for the six months ended June 30, 2020. The increase of $1.7 million was primarily due to increases of $0.8 million in professional services related to corporate legal fees, accounting services and other consulting expenses and $0.9 million in payroll, stock-based compensation and recruiting fees.

Other Expense

Other expense for the six months ended June 30, 2021 was $1,857 compared to $0.7 million of other expense for the six months ended June 30, 2020. The change of $0.7 million was due to the change in fair value of the convertible promissory notes expense and interest expense on the convertible promissory notes.

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Liquidity and Capital Resources

We have incurred significant operating losses since our inception and anticipate we will continue to incur significant operating losses for the foreseeable future as we continue to develop AV-101 and may never become profitable. As of June 30, 2021, we had cash of $59.2 million and an accumulated deficit of $22.0 million.

Convertible Preferred Stock Financings

Through June 30, 2021, we have funded our operations primarily through the private placement of our convertible preferred stock. Through June 30, 2021, we received net proceeds of $4.0 million and $75.8 million from the issuance of shares of our Series Seed redeemable convertible preferred stock and Series A redeemable convertible preferred stock, respectively.

Convertible Promissory Note Financings

From December 2019 to July 2020, we issued an aggregate of $5.0 million of convertible promissory notes to related parties. In August 2020, these convertible promissory notes and related accrued interest were converted, at their then fair value, into 3,020,998 shares of our Series A redeemable convertible preferred stock.

Initial Public Offering

In connection with the closing of the IPO on July 2, 2021, we issued and sold 9,984,463 shares of our common stock, including 1,302,321 shares associated with the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $14.00 per share. We received approximately $127.0 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses.

Future Funding Requirements

We have prepared operating plans and cash flow forecasts which indicate that the net proceeds of $127.0 million from the closing of our IPO on July 2, 2021, in addition to existing cash on-hand, will be sufficient to fund the Company’s operations for at least 12 months from the date these unaudited condensed financial statements for the three and six months ended June 30, 2021 and 2020 are issued.

Based on our current operating plan, we believe that our existing cash, together with net proceeds from our IPO, will be sufficient to fund our planned operations into the second half of 2025. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of conducting clinical trials is costly, and the timing of progress and expenses in these trials is uncertain.

Our future capital requirements will depend on many factors, including:

●

the type, number, scope, results, costs and timing of preclinical studies and clinical trials of AV-101, including changes to our development plan based on feedback received from regulatory authorities, and preclinical studies or clinical trials of other potential drug candidates or indications we may choose to pursue in the future;

●

the costs and timing of manufacturing for AV-101 or any other product candidates, including commercial scale manufacturing;

●

the costs, timing and outcome of regulatory review of AV-101 or any other drug candidates;

●

the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights;

●

our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal controls over financial reporting;

●

the costs associated with hiring additional personnel and consultants as our business grows, including additional clinical development personnel;

●

the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements;

●

the timing and amount of the milestone or other payments we must make to any future licensors, if we enter into any license agreements;

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●

the costs and timing of establishing or securing sales and marketing capabilities if AV-101 or any other product candidate is approved;

●

our ability to achieve sufficient market acceptance, coverage and adequate reimbursement from third- party payors and adequate market share and revenue for any approved products;

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patients’ ability and willingness to pay out-of-pocket costs for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors; and

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costs associated with any products or technologies that we may in-license or acquire.

Until such time, if ever, as we can generate substantial product revenue to support our cost structure, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, potentially including collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our failure to raise capital or enter into such other arrangements when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our drug candidates even if we would otherwise prefer to develop and market such drug candidates ourselves.

Cash Flows

Comparison of the Six Months Ended June 30, 2021 and 2020 (Unaudited)

The following table sets forth a summary of the net cash flow activity for the six months ended June 30, 2021 and 2020 (in thousands):


	SIX MONTHS ENDED JUNE 30,
	2021		2020
Net cash used in operating activities	$	(7,780)	$	(2,542)
Net cash used in investing activities		(40)		—
Net cash provided by financing activities		62,397		—
Net increase (decrease) in cash and cash equivalents	$	54,577	$	(2,542)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 was $7.8 million, consisting primarily of our net loss incurred during the period of $8.6 million adjusted for $0.4 million for net changes in operating assets and liabilities. The net change in operating assets and liabilities primarily related to a $0.5 million increase in accounts payable and accrued and other current liabilities, partially offset by a $0.1 increase in other long-term assets. Non-cash charges include stock-based compensation expense of $0.4 million.

Net cash used in operating activities for the six months ended June 30, 2020 was $2.5 million, consisting primarily of our net loss incurred during the period of $3.6 million adjusted for $0.7 million of non-cash charges and $0.4 million for net changes in operating assets and liabilities. Non-cash charges consisted of $0.6 million in change in fair value of convertible promissory notes to related party and non-cash interest expense of $0.1 million. The net change in operating assets and liabilities related to a $0.4 million increase in accounts payable and accrued and other current liabilities.

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Investing Activities

Net cash used in investing activities for the six months ended June 30, 2021 was $40,000 for purchases of property and equipment to support our research activities.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2021 was $62.4 million due to $63.5 million in net proceeds received from the Second Milestone Closing and Third Milestone Closing of Series A redeemable convertible preferred stock on June 4, 2021, net of issuance of costs, partially offset by $1.1 million of deferred offering costs for the IPO.

Contractual Obligations and Commitments

As of June 30, 2021, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

We enter into contracts in the normal course of business for contract research services, contract manufacturing services, professional services and other services and products for operating purposes. These contracts generally provide for termination after a notice period, and, therefore, are cancelable contracts and not included above.

Critical Accounting Policies and Significant Judgments and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States (GAAP). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs, and expenses and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience, known trends and events, and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies and estimates during the six months ended June 30, 2021, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 to the audited financial statements for the fiscal year ended December 31, 2020 included in our final Prospectus filed with the SEC pursuant to Rule 424(b)(4) on June 30, 2021.

Emerging Growth Company Status

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. The decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

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Recently Issued Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements by the FASB and other standard-setting bodies and have determined that, other than as disclosed in Note 1 to our financial statements included in Part I, Item 1, “Notes to Unaudited Interim Condensed Financial Statements,” of this Quarterly Report on Form 10-Q, such standards that do not require adoption until a future date are not expected to have a material impact on our condensed consolidated financial statements, if adopted, or do not otherwise apply to our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Fluctuation Risk

We hold certain financial instruments for which a change in prevailing interest rates may cause the principal amount of the cash equivalents to fluctuate. Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents. We invest our excess cash primarily in money market funds. The primary objectives of our investment activities are to ensure liquidity and to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We do not believe interest rate fluctuations have had a material effect on our results of operations during the three and six months ended June 30, 2021 and 2020.

Foreign Currency Fluctuation Risk

We are exposed to market risk related to changes in foreign currency exchange rates. We contract with vendors that are located outside the United States and certain invoices are denominated in foreign currencies. We are subject to fluctuations in foreign currency rates in connection with such arrangements. We do not currently hedge our foreign currency exchange risk. We do not believe exchange rate fluctuations have had a material effect on our results of operations during the three and six months ended June 30, 2021 and 2020.

Inflation Fluctuation Risk

Inflation generally affects us by increasing our cost of labor and research and development contract costs. We do not believe inflation has had a material effect on our results of operations during the three and six months ended June 30, 2021 and 2020.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosures controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company 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, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

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Changes in Internal Control over Financial Reporting

Management determined that, as of June 30, 2021, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters which arise in the ordinary course of business. While the outcome of any such proceedings cannot be predicted with certainty, as of June 30, 2021, we were not party to any legal proceedings that we would expect to have a material adverse impact on our financial position, results of operations or cash flow.

Item 1A. Risk Factors.

In evaluating the Company and our business, careful consideration should be given to the following risk factors, in addition to the other information set forth in this Quarterly Report on Form 10-Q and in other documents that we file with the SEC. Investing in our common stock involves a high degree of risk. If any of the following risks and uncertainties actually occurs, our business, prospects, financial condition or results of operations could be materially and adversely affected. The risks described below are not intended to be exhaustive and are not the only risks facing the Company. New risk factors can emerge from time to time, and it is not possible to predict the impact that any factor or combination of factors may have on our business, prospects, financial condition or results of operations.

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

We are a clinical-stage biopharmaceutical company with a limited operating history.

We are a clinical-stage biopharmaceutical company established in July 2018 with a limited operating history. Since our inception, we have devoted substantially all of our efforts to organizing and staffing our company, research and development of AV-101, our initial product candidate, business planning, raising capital, and providing general and administrative support for these operations. We have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the pharmaceutical industry. We have completed our Phase 1 clinical trial of AV-101. We plan to initiate our Phase 2b/3 clinical trial for AV-101 in PAH patients in the second half of 2021. We may explore additional indications for AV-101, but do not intend to conduct research on additional product candidates at this time. We have no products approved for commercial sale and therefore have never generated any revenue from product sales