PART I: FINANCIAL INFORMATION Financial Statements The company's net loss widened to $26.3 million in H1 2020 due to higher expenses, while cash decreased to $103.7 million despite recognizing $3.0 million in license revenue Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $103,744 | $126,184 | | Total current assets | $109,887 | $129,278 | | Total assets | $142,534 | $160,698 | | Liabilities & Equity | | | | Total current liabilities | $10,781 | $9,447 | | Long-term debt, net | $25,398 | $20,097 | | Total liabilities | $37,650 | $31,478 | | Total stockholders' equity | $104,884 | $129,220 | - Cash and cash equivalents decreased by $22.4 million in the first six months of 202018 - Total liabilities increased primarily due to a rise in long-term debt from $20.1 million to $25.4 million18 Condensed Consolidated Statements of Operations and Comprehensive Loss Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | License revenue | $0 | $0 | $3,000 | $0 | | Research and development | $9,342 | $8,854 | $18,253 | $14,509 | | General and administrative | $5,316 | $4,560 | $9,986 | $9,343 | | Loss from operations | $(14,658) | $(13,414) | $(25,239) | $(23,852) | | Net loss | $(15,144) | $(13,383) | $(26,282) | $(24,256) | | Net loss per share | $(0.76) | $(1.02) | $(1.31) | $(3.32) | - The company recognized $3.0 million in license revenue during the six months ended June 30, 2020, which was not present in the prior year period22 - Operating expenses increased for both the three and six-month periods year-over-year, driven by higher R&D and G&A costs22 Condensed Consolidated Statements of Cash Flows Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(26,986) | $(26,042) | | Net cash (used in) provided by investing activities | $(564) | $26,396 | | Net cash provided by financing activities | $5,049 | $86,791 | | Net (decrease) increase in cash | $(22,441) | $87,143 | - Net cash used in operating activities remained relatively stable year-over-year at approximately $27.0 million34 - Financing activities in 2020 primarily consisted of $4.9 million in net proceeds from borrowings, compared to $86.8 million in 2019 which included proceeds from a common stock sale34164 - Investing activities in 2019 included $26.4 million in cash acquired from the merger with Arsanis, a non-recurring event34 Notes to Condensed Consolidated Financial Statements - The company is a clinical-stage biotech focused on mavorixafor, a CXCR4 inhibitor for rare diseases like WHIM syndrome, SCN, and WM36 - As of June 30, 2020, the company had $103.7 million in cash and cash equivalents and believes it has sufficient funds for at least the next twelve months37 - The COVID-19 pandemic has caused disruptions, including temporary closures of clinical trial sites and slower patient enrollment40 - In March 2020, the company received a $3.0 million milestone payment from its license agreement with Abbisko, which was recognized as license revenue6667 - In March 2020, the company amended its loan agreement with Hercules, increasing the total borrowing capacity to $50.0 million and drawing an additional $5.0 million, bringing the total principal to $25.0 million80 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses the impact of COVID-19 on clinical trial timelines, rising operating expenses, and the company's capital sufficiency for the next year Overview and Pipeline - The company is a clinical-stage biopharmaceutical firm focused on oral, small molecule antagonists of the CXCR4 receptor for treating rare diseases, including primary immunodeficiencies and certain cancers131 - The lead product candidate, mavorixafor, is in a pivotal Phase 3 trial for WHIM syndrome, a Phase 1b trial for Severe Congenital Neutropenia (SCN), and a Phase 1b trial for Waldenström's macroglobulinemia (WM)132133 - Due to the COVID-19 pandemic, the top-line data from the Phase 3 WHIM trial is now expected in 2022, and initial data from the SCN trial is delayed into 2021132133 COVID-19 Business Update - The company has implemented business continuity measures, with its workforce transitioning to remote work in response to Massachusetts state orders137 - Clinical development has been disrupted, leading to delays in trial site initiation and patient enrollment138 - The company expects adequate global supply of mavorixafor through 2020 but acknowledges potential future supply chain disruptions if the pandemic persists140 - Potential delays in regulatory review and interactions with the FDA and European Commission are anticipated due to the diversion of regulatory resources to COVID-19 related activities141 Results of Operations Comparison of Operating Results (in thousands) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | Change | | :--- | :--- | :--- | :--- | | License revenue | $3,000 | $0 | $3,000 | | Research and development | $18,253 | $14,509 | $3,744 | | General and administrative | $9,986 | $9,343 | $643 | | Loss from operations | $(25,239) | $(23,852) | $(1,387) | - License revenue of $3.0 million was recognized in the first six months of 2020 due to achieving a financial milestone in the Abbisko agreement144 - Research and development expenses increased by $3.7 million for the six months ended June 30, 2020, compared to the prior year, primarily due to increased compensation expenses from additional personnel148 - General and administrative expenses increased for the six months ended June 30, 2020, mainly due to an increase in G&A personnel and higher stock-based compensation150 Liquidity and Capital Resources - As of June 30, 2020, the company had cash and cash equivalents of $103.7 million, which is believed to be sufficient to fund operations for at least the next twelve months155 - The company has a loan facility with Hercules Capital, amended in March 2020, with $25.0 million borrowed to date and the potential to borrow up to an additional $25.0 million156169 - The company entered into a 7-year lease for new headquarters in Allston, MA, with annual rent of approximately $1.0 million, commencing in May 2020158 - Net cash used in operating activities was $27.0 million for the first six months of 2020, primarily resulting from the net loss of $26.3 million160 Quantitative and Qualitative Disclosures About Market Risk The company has elected scaled disclosure reporting obligations as a smaller reporting company and is therefore not required to provide the information for this item - As a smaller reporting company, X4 Pharmaceuticals is not required to provide quantitative and qualitative disclosures about market risk180 Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal controls during the quarter - Management evaluated the effectiveness of disclosure controls and procedures and concluded they were effective as of June 30, 2020182 - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls183 PART II: OTHER INFORMATION Legal Proceedings The company is not currently a party to any material legal proceedings - The company is not currently involved in any material legal proceedings185 Risk Factors The company faces significant financial, operational, and commercialization risks, including a history of losses, reliance on a single product, and clinical trial delays Risks Related to Financial Position and Need for Additional Capital - The company has a history of significant operating losses ($158.3 million accumulated deficit as of June 30, 2020) and expects to incur losses for the foreseeable future187 - Substantial additional funding will be required to advance clinical development and potential commercialization, and the COVID-19 pandemic could disrupt access to capital markets191193 - Raising additional capital may cause significant dilution to existing stockholders or require relinquishing rights to technologies on unfavorable terms195 Risks Related to Product Candidate Development - The company's business depends almost entirely on the success of its lead product candidate, mavorixafor202203 - Clinical trial delays, such as those already experienced due to COVID-19 for the WHIM and SCN trials, could jeopardize the ability to receive approvals and generate revenue222225 - The company may fail to enroll a sufficient number of patients in its clinical trials, particularly for rare diseases like WHIM, SCN, and WM, which could delay or prevent trial completion224227 - The company relies on license agreements with Genzyme and others; termination of these rights could materially harm the business213 Risks Related to Marketing and Commercialization - A Breakthrough Therapy designation for mavorixafor does not guarantee a faster review or increase the likelihood of approval238239 - The company must build its own sales and marketing capabilities or rely on third parties, both of which carry significant risks and costs241254 - Commercial success depends on market acceptance by physicians, patients, and payors, as well as obtaining adequate reimbursement and favorable pricing242267 - The company faces substantial competition from major pharmaceutical and biotech companies with greater resources256260 Risks Related to Dependence on Third Parties - The company is dependent on single third-party manufacturers for both the active pharmaceutical ingredient (API) and the finished drug product capsules for mavorixafor289290 - Reliance on third-party Contract Research Organizations (CROs) to conduct clinical trials is critical; if these CROs fail to perform, regulatory approval could be delayed or denied294 - Disruptions in the supply chain, including from the COVID-19 pandemic, could delay clinical trials and the potential commercial launch of products298299 Risks Related to Business Operations and Growth - The COVID-19 pandemic is adversely affecting business operations, including causing delays in clinical trial enrollment and site activation344346 - Future success depends on the ability to attract and retain key executives and qualified scientific personnel in a competitive environment349 - The company relies significantly on information technology, and any cybersecurity incident could compromise sensitive data and disrupt operations354356 - The ability to use net operating loss (NOL) carryforwards may be limited by Section 382 of the Internal Revenue Code due to ownership changes358359 Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None391
X4 Pharmaceuticals(XFOR) - 2020 Q2 - Quarterly Report