
Part I. Financial Information Item 1. Financial Statements Unaudited H1 2019 financial statements show decreased cash and assets, a $3.6 million net loss, and increased operating cash outflow Consolidated Balance Sheets Total assets decreased to $19.5 million by June 30, 2019, driven by reduced cash, while liabilities also decreased, and new lease accounting recognized ROU assets and liabilities Consolidated Balance Sheet Highlights (in $000s) | Account | Dec 31, 2018 | June 30, 2019 | Change | | :--- | :--- | :--- | :--- | | Assets | | | | | Cash and cash equivalents | $17,504 | $15,159 | ($2,345) | | Total current assets | $19,787 | $18,150 | ($1,637) | | Right-of-use lease asset | $0 | $1,285 | +$1,285 | | Total assets | $19,823 | $19,464 | ($359) | | Liabilities & Equity | | | | | Total current liabilities | $4,451 | $2,500 | ($1,951) | | Lease liability | $0 | $1,233 | +$1,233 | | Total liabilities | $4,551 | $3,733 | ($818) | | Total stockholders' equity | $15,272 | $15,731 | +$459 | Consolidated Statements of Operations The company reported no revenue, with a Q2 2019 net loss of $1.8 million and a six-month net loss increasing to $3.7 million due to higher operating losses Statement of Operations Summary (in $000s, except per share data) | Metric | Q2 2018 | Q2 2019 | YTD 2018 | YTD 2019 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $0 | $0 | $0 | $0 | | R&D Expenses | $1,182 | $1,153 | $1,980 | $2,165 | | G&A Expenses | $1,283 | $1,184 | $2,647 | $2,376 | | Operating Loss | ($2,465) | ($2,337) | ($4,627) | ($4,541) | | Net Loss | ($1,852) | ($1,783) | ($3,201) | ($3,625) | | Net Loss per Share | ($0.16) | ($0.11) | ($0.28) | ($0.24) | Consolidated Statements of Cash Flows Net cash used in operations increased to $6.3 million for H1 2019, partially offset by $4.0 million from financing activities, leading to a $2.3 million cash decrease Cash Flow Summary for the Six Months Ended June 30 (in $000s) | Activity | 2018 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,942) | ($6,319) | | Net cash provided by (used in) investing activities | ($31) | $26 | | Net cash provided by (used in) financing activities | ($101) | $3,955 | | Net (decrease) in cash and cash equivalents | ($4,086) | ($2,345) | - The company received net proceeds of approximately $4.1 million from the issuance of common stock in the first six months of 201926 Notes to Unaudited Consolidated Financial Statements Notes detail the company's biopharmaceutical focus, cash sufficiency through 2020 with future capital needs, ASC 842 adoption, and details on dilutive securities and warrants - The company is a clinical-stage biopharmaceutical company focused on developing targeted medicines for cancer using cell cycle control, transcriptional regulation, and DNA damage response biology29 - Management believes its cash of $15.2 million as of June 30, 2019, is sufficient to fund operations through the end of 2020, but notes that its future viability depends on raising additional capital3234 - On January 1, 2019, the company adopted the new lease accounting standard (ASC 842), resulting in the recognition of a $1.5 million lease liability and a corresponding right-of-use asset3638 - As of June 30, 2019, there were 7,490,500 warrants outstanding with an exercise price of $2.00, expiring in 202478 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A highlights clinical program progress, no revenue, increased R&D expenses, decreased G&A, and the need for additional capital beyond 2020 despite current cash Overview The company's H1 2019 focus was on clinical programs, including CYC065, sapacitabine, and CYC140, alongside a collaboration with MD Anderson Cancer Center - The company's main focus is on its clinical programs: CYC065 (transcriptional regulation), sapacitabine (DNA damage response), and CYC140 (anti-mitotic)97 - A clinical collaboration with MD Anderson Cancer Center was established to evaluate three of the company's medicines in up to 170 patients with hematological malignancies108 Results of Operations Q2 2019 R&D expenses were flat, G&A decreased 8%; H1 2019 R&D increased 9% due to clinical progress, while G&A decreased 10% R&D Expenses by Program - Three Months Ended June 30 (in $000s) | Program | 2018 | 2019 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Transcriptional Regulation | $637 | $684 | $47 | 7% | | Sapacitabine | $340 | $109 | ($231) | (68%) | | Other R&D | $205 | $360 | $155 | 76% | | Total R&D | $1,182 | $1,153 | ($29) | (2%) | R&D Expenses by Program - Six Months Ended June 30 (in $000s) | Program | 2018 | 2019 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Transcriptional Regulation | $1,106 | $1,304 | $198 | 18% | | Sapacitabine | $482 | $211 | ($271) | (56%) | | Other R&D | $392 | $650 | $258 | 66% | | Total R&D | $1,980 | $2,165 | $185 | 9% | - General and administrative expenses decreased by 8% for the three-month period and 10% for the six-month period ended June 30, 2019, compared to the same periods in 2018, primarily due to reduced legal and professional costs118133 Liquidity and Capital Resources As of June 30, 2019, the company had $15.2 million in cash, sufficient through 2020, but requires additional capital for full drug development and commercialization - The company expects its existing cash of $15.2 million (as of June 30, 2019) to be sufficient to fund operating expenses and capital requirements through the end of 202032149 - The company does not currently have sufficient funds to complete the development and commercialization of any of its drug candidates and will need to raise additional capital149 Key Liquidity Measures (in $000s) | Metric | June 30, 2018 | June 30, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $19,824 | $15,159 | | Working capital | $18,693 | $15,650 | Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - The company is not required to provide information on quantitative and qualitative disclosures about market risk because it qualifies as a smaller reporting company154 Item 4. Controls and Procedures Management concluded disclosure controls were effective as of June 30, 2019, with no significant changes due to ASC 842 adoption - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2019155 - The company implemented the new lease accounting standard (ASU 2016-02, Topic 842) on January 1, 2019, with no significant changes to internal controls over financial reporting156 Part II. Other Information Item 1. Legal Proceedings No legal proceedings were reported during the period - There are no legal proceedings to report159 Item 1A. Risk Factors No material changes to previously disclosed risk factors were reported - No material changes have occurred in the company's risk factors since the filing of its 2018 Form 10-K160 Other Items (2, 3, 4, 5, 6) The company reported no unregistered equity sales, no defaults on senior securities, and no other material information, with mine safety disclosures not applicable - Item 2: No unregistered sales of equity securities and use of proceeds were reported161 - Item 3: No defaults upon senior securities were reported162 - Item 4: Mine Safety Disclosures are not applicable163