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 with our audited financial statements and notes thereto for the year endedDecember 31, 2021 , included in our Annual Report on Form 10-K, filed with theU.S. Securities and Exchange Commission , orSEC , onMarch 15, 2022 . 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 and the Form 10-K, our actual results could differ materially from the results described, in or implied, by these forward-looking statements. Please also see the section of this Quarterly Report on Form 10-Q titled "Forward-Looking Statements." Overview We are a clinical-stage biopharmaceutical company developing a novel therapeutic product for the acute treatment of migraine. Our product candidate, STS101, is a drug-device combination of a proprietary dry-powder formulation of dihydroergotamine mesylate, or DHE, which is designed to be quickly and easily self-administered with a proprietary pre-filled, single-use, nasal delivery device. DHE products have long been recommended as a first-line therapeutic option for the acute treatment of migraine and have significant advantages over other therapeutics for many patients. However, broad use has been limited by invasive and burdensome administration and/or sub-optimal clinical performance of available injectable and liquid nasal spray products. STS101 is specifically designed to deliver the clinical advantages of DHE while overcoming these shortcomings. If approved, we believe STS101 has the potential to be an important and differentiated option for the acute treatment of migraine that can address the unmet needs of many people living with migraines. InSeptember 2020 , we announced topline data from the EMERGE Phase 3 efficacy trial, or EMERGE trial, which randomized 1,201 migraine subjects to one of two STS101 dose strengths or placebo. Although STS101 3.9 mg and 5.2 mg showed favorable numerical differences versus placebo on the pre-specified co-primary endpoints of freedom from pain and freedom from most bothersome symptom (from among photophobia, phonophobia and nausea) at two hours post-administration, these differences did not achieve statistical significance for either dose strength. Both dose strengths of STS101 did, however, demonstrate significant effects on both freedom from pain and most bothersome symptom by three hours post-dose and later time points. Both STS101 dose strengths were well-tolerated in the EMERGE trial, with low adverse event rates and no serious adverse events reported. InMarch 2021 , we announced an update to our development plan for STS101 that takes into account the findings from our analyses of results from our EMERGE efficacy trial and results from our ongoing ASCEND open-label, Phase 3 long-term safety trial of STS101 5.2 mg, or ASCEND trial. Our updated development plan for STS101 included a Phase 1 trial, which we completed inJune 2021 , to evaluate the pharmacokinetics, safety and tolerability of STS101 5.2 mg and two higher dose strengths, as well as a new pivotal Phase 3 efficacy trial, or SUMMIT trial, of STS101 5.2 mg that we initiated inJune 2021 . We anticipate announcing topline results inNovember 2022 and we are planning for submission of a NDA to the FDA in the first quarter of 2023. InSeptember 2022 , we reported results from the ongoing ASCEND open-label, Phase 3 long-term safety trial of STS101 5.2 mg indicating that STS101 demonstrated a favorable safety and tolerability profile, consistent with clinical experience to date. Subject exposures over time with the STS101 incorporating the second-generation nasal delivery device designed to improve performance exceeded the FDA requirement to support the submission and potential approval of the STS101 NDA. A secondary objective of the ASCEND open-label trial is to assess the open-label efficacy of STS101 in the acute treatment of migraine attacks over time. STS101 incorporating the second-generation nasal delivery device demonstrated anti-migraine effects, including achievement of high rates of pain freedom and most-bothersome-symptom freedom at two hours post-treatment, consistent with our expectations and suggested that the second-generation nasal delivery device introduced during the conduct of the ASCEND trial was associated with improved clinical performance. Our net losses were$46.9 million and$35.6 million for the nine months endedSeptember 30, 2022 and 2021, respectively. As ofSeptember 30, 2022 , we had an accumulated deficit of$188.7 million .
As we continue to develop, seek regulatory approval for and prepare to commercialize STS101, if approved, our expenses will increase substantially over recent periods.
Since our inception inJune 2016 , we have invested substantially all of our efforts and financial resources in the development of STS101 for the acute treatment of migraine. We have incurred significant operating losses to date and expect that our operating expenses will increase significantly as we advance STS101 through clinical development, manufacturing and regulatory approval, and 13 -------------------------------------------------------------------------------- as we prepare for commercialization of STS101, if approved; obtain, maintain, protect and enforce our intellectual property portfolio; and hire additional personnel. In addition, we expect to continue to incur increasing costs associated with operating as a public company. InOctober 2020 , we entered into a sales agreement (the "SVB Sales Agreement") withSVB Securities LLC (formerly known asSVB Leerink LLC ) ("SVB") to sell shares of our common stock, from time to time, through an at-the-market ("ATM") equity offering program under which SVB acted as our sales agent and pursuant to which we could sell common stock for aggregate gross sales proceeds of up to$50.0 million . The issuance and sale of shares of common stock by us pursuant to the SVB Sales Agreement was deemed an ATM offering under the Securities Act of 1933, as amended. SVB was entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through SVB under the SVB Sales Agreement. As ofSeptember 30, 2022 , we had received$9.7 million in net proceeds from the sale of 1,538,461 shares of common stock pursuant to the SVB Sales Agreement. Prior to the quarter endedSeptember 30, 2022 , we had not issued any shares of common stock under the SVB Sales Agreement. InOctober 2022 , we terminated the SVB Sales Agreement and the offer and sale of shares under the SVB Sales Agreement prospectus supplement filed inOctober 2020 . InNovember 2022 , we entered into an At-the-Market Sales Agreement (the "Virtu Sales Agreement"), withVirtu Americas LLC ("Virtu"), to sell shares of our common stock, from time to time, through an ATM equity offering program under which Virtu will act as its sales agent and pursuant to which we may sell common stock for aggregate gross sales proceeds of up to$100.0 million . The issuance and sale of shares of common stock by us pursuant to the Virtu Sales Agreement is deemed an ATM offering under the Securities Act of 1933, as amended. Virtu is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Virtu under the Virtu Sales Agreement. We do not have any products approved for sale and have not generated any product revenue since our inception. Our ability to generate product revenue will depend on the successful development and eventual commercialization of STS101. Until such time as we can generate significant revenue from sales of STS101, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of STS101. As ofSeptember 30, 2022 , we had cash, cash equivalents and marketable securities of$64.4 million . Based on our current operating plans, we believe that those cash, cash equivalents and marketable securities will be sufficient to fund our projected operations for at least 12 months from the date of the issuance of these condensed financial statements.
COVID-19
COVID-19 has placed strains on the providers of healthcare services, including the healthcare clinics and institutions where we conduct our ongoing clinical trials and may conduct planned clinical trials. To date, we have initiated and completed enrollment of subjects in our planned STS101 clinical trials in accordance with our previously communicated timeline objectives. We will continue to follow theU.S. Food and Drug Administration ("FDA") guidance on clinical trial conduct during the COVID-19 pandemic, including with respect to remote monitoring of clinical data. To date, subjects in our clinical trials have generally been able to complete their scheduled visits or treatments and we have been able to collect the essential data from those visits or treatments, as well as from the internet-connected electronic diary devices, as applicable, subjects in our trials may use to record efficacy and other key data. To date, we have not experienced any disruption in our supply of investigational product necessary to conduct our clinical trials and, given our investigational product inventories, believe we will be able to supply the needs of our clinical trials. We are supporting our employees by utilizing remote work when necessary and appropriate, leveraging virtual meeting technology and encouraging employees to follow local guidelines. 14 --------------------------------------------------------------------------------
Components of Operating Results
Operating Expenses
Research and Development Expenses
All of our research and development expenses consist of expenses incurred in connection with the development of STS101 for the acute treatment of migraine. These expenses include:
• payroll and personnel-related expenses, including salaries, annual cash
bonuses, employee benefit costs and stock-based compensation expenses for
our research and product development employees;
• fees paid to third parties to conduct preclinical and clinical studies and
other research and development activities, including contract research
organizations, or CROs, contract manufacturing organizations, or CMOs, consultants, and other service providers; and
• costs for licenses and allocated overhead, including rent, equipment,
depreciation, information technology costs and utilities.
We expense both internal and external research and development expenses as they are incurred. We have entered into various agreements with third party vendors and CMOs. Our research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events or tasks, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued and other current liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, we adjust the accrual accordingly. Payments made to CROs and CMOs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses and other current assets on our balance sheet. The capitalized amounts are recognized as expense as the goods are delivered or the related services are performed. As we continue the development of STS101, we will continue to incur significant research and development expenses, as we seek to advance STS101 through clinical development, manufacturing and regulatory approval, and prepare for commercialization of STS101, if approved. Predicting the timing or the cost to complete our clinical trials or validation of our commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate or if we experience delays in manufacturing with any of our CMOs, we could be required to expend significant additional financial resources and time on the completion of clinical development. Furthermore, we are unable to predict with certainty when or if STS101 will receive regulatory approval.
General and Administrative Expenses
General and administrative expenses consist principally of payroll and personnel expenses, including salaries, benefits and stock-based compensation expenses, professional fees for legal, consulting, accounting and tax services, directors and officers insurance, allocated overhead, including rent, equipment, depreciation, information technology costs, and utilities, and other general operating expenses not otherwise classified as research and development expenses including expenses associated with pre-commercialization activities. We anticipate that our general and administrative expenses will increase as a result of increased personnel costs, including salaries, benefits and stock-based compensation expenses, expanded infrastructure and higher consulting, legal and accounting services associated with maintaining compliance with stock exchange listing andSecurities and Exchange Commission , orSEC , requirements, expenses associated with pre-commercialization activities, investor relations costs and director and officer insurance premiums associated with being a public company. Interest Income
Interest income consists primarily of interest earned on our cash, cash equivalents and marketable securities.
Interest Expense
Interest expense consists primarily of interest related to our long-term debt and accretion of debt discount, debt issuance costs and final payment.
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Results of Operations
Comparison of the Three Months Ended
The following table summarizes our results of operations for the periods indicated (in thousands, except percentages):
Three Months Ended September 30, 2022 2021 Change Change % Operating expenses: Research and development$ 11,342 $ 10,170 $ 1,172 12 % General and administrative 4,067 3,160 907 29 % Loss from operations (15,409 ) (13,330 ) (2,079 ) 16 % Interest income 269 33 236 715 % Interest expense - (35 ) 35 (100 )% Net loss$ (15,140 ) $ (13,332 ) $ (1,808 ) 14 %
Research and Development Expenses
Research and development expenses increased from the three months endedSeptember 30, 2021 to the three months endedSeptember 30, 2022 primarily due to an increase of$1.0 million in clinical trial costs, which was mainly due to an increase for the SUMMIT efficacy trial, as well as an increase of$0.4 million in payroll and personnel expenses, partly offset by a decrease of$0.2 million in manufacturing activities.
General and Administrative Expenses
General and administrative expenses increased from the three months endedSeptember 30, 2021 to the three months endedSeptember 30, 2022 primarily due to an increase of$0.5 million due to increased pre-commercialization activity, an increase of$0.3 million of payroll and personnel expenses, including salaries, benefits and stock-based compensation expenses, and an increase of$0.2 in professional services for consulting, accounting, legal, tax and other administrative fees.
Interest Income
Interest income increased from the three months endedSeptember 30, 2021 to the three months endedSeptember 30, 2022 primarily as a result of the higher interest yields in the three months endedSeptember 30, 2022 , partly offset by a decrease in average balances of our cash, cash equivalents and marketable securities in the three months endedSeptember 30, 2022 .
Interest Expense
Interest expense decreased from the three months endedSeptember 30, 2021 to the three months endedSeptember 30, 2022 primarily attributable to a decrease of outstanding debt balance, which was fully repaid inMay 2022 .
Comparison of the Nine Months Ended
Nine Months Ended September 30, 2022 2021 Change Change % Operating expenses: Research and development$ 35,394 $ 25,769 $ 9,625 37 % General and administrative 11,961 9,837 2,124 22 % Loss from operations (47,355 ) (35,606 ) (11,749 ) 33 % Interest income 443 124 319 257 % Interest expense (13 ) (139 ) 126 (91 )% Net loss$ (46,925 ) $ (35,621 ) $ (11,304 ) 32 %
Research and Development Expenses
Research and development expenses increased from the nine months endedSeptember 30, 2021 to the nine months ended September, 2022 primarily due to an increase of$9.6 million in clinical trial costs, which was the net of an increase of$10.1 million for the SUMMIT efficacy trial,$0.7 million for the ASCEND safety trial, and$0.4 million for NDA preparation work, as well as an increase of$1.3 million in payroll and personnel expenses offset by decreases of$1.7 million for the STS101 Phase 1 trials, and a decrease of$1.5 million in manufacturing activities. 16 --------------------------------------------------------------------------------
General and Administrative Expenses
General and administrative expenses increased from the nine months endedSeptember 30, 2021 to the nine months endedSeptember 30, 2022 primarily due to an increase of$2.0 million due to increased pre-commercialization activity, and an increase of$0.6 million of payroll and personnel expenses, including salaries, benefits and stock-based compensation expenses, partly offset by a decrease of$0.3 in professional services for consulting, accounting, tax and other administrative fees, and a decrease of$0.2 million in allocated facilities related expenses.
Interest Income
Interest income increased from the nine months endedSeptember 30, 2021 to the nine months endedSeptember 30, 2022 primarily as a result of the higher interest yields in the nine months endedSeptember 30, 2022 , partly offset by a decrease in average balances of our cash, cash equivalents and marketable securities in the nine months endedSeptember 30, 2022 .
Interest Expense
Interest expense decreased from the nine months endedSeptember 30, 2021 to the nine months endedSeptember 30, 2022 primarily attributable to a decrease of outstanding debt balance, which was fully repaid inMay 2022 .
Liquidity and Capital Resources
Sources of Liquidity
We have historically financed our operations primarily through the issuance of common stock in our IPO, and private placements of equity securities and borrowings under our long-term debt facility. We have no products approved for sale, and we have not generated any revenue since inception. We expect to incur significant additional operating losses over at least the next several years. InOctober 2020 , we entered into the SVB Sales Agreement with SVB to sell shares of our common stock, from time to time, through an ATM equity offering program under which SVB acted as our sales agent and pursuant to which we could sell common stock for aggregate gross sales proceeds of up to$50.0 million . As ofSeptember 30, 2022 , we had received$9.7 million in net proceeds from the sale of shares of common stock pursuant to the SVB Sales Agreement. InNovember 2022 , we entered into the Virtu Sales Agreement with Virtu to sell shares of our common stock, from time to time, through an ATM equity offering program under which Virtu will act as our sales agent and pursuant to which we may sell common stock for aggregate gross sales proceeds of up to$100.0 million .
Credit Facility
InOctober 2018 , we entered into the Loan Agreement withSilicon Valley Bank . The Loan Agreement provided for loan advances of up to$10.0 million . We drew down the first advance of$5.0 million as of the effective date of the Loan Agreement. The remaining$5.0 million under the facility was never drawn down and is no longer available for draw. Interest on the loan advances was payable monthly at a floating per annum rate equal to the greater of 1.5% above the prime rate and 6.5%. Upon the occurrence of an event of default, interest would increase to 5.0% above the rate that is otherwise applicable. Principal on the outstanding loan advance was repayable commencing onDecember 1, 2019 in 30 monthly payments through maturity. The maturity date of the loan advances wasMay 1, 2022 . InMay 2022 , we repaid our entire obligation under the Loan Agreement amounting to$0.4 million , including outstanding loan amount of$0.2 million and final payment of$0.2 million . Future Funding Requirements We have incurred net losses since our inception. Our net losses were$46.9 million and$35.6 million for the nine months endedSeptember 30, 2022 and 2021, respectively. Based on our current operating plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least 12 months from the date of the issuance of these condensed financial statements.
As we continue the development of STS101, our operating expenses may increase substantially, as we seek to advance STS101 through clinical development, manufacturing and regulatory approval, and prepare for commercialization of STS101, if approved.
17 -------------------------------------------------------------------------------- To the extent we continue to develop, seek approval for and prepare to commercialize STS101, if approved, we will continue to require additional capital to fund operations for the foreseeable future. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize STS101 or enter into collaborative agreements with third parties, and we do not know when, or if, either will occur. We may seek to raise capital through private or public equity or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing. Adequate additional funding 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 the development and commercialization of STS101. Our need for additional capital will depend on many factors, including:
• the scope, timing, rate of progress, results and costs of our clinical
trials for STS101, and most particularly, the SUMMIT Phase 3 efficacy trial
for STS101, as well as any clinical program we may pursue in any foreign
jurisdictions; • the scope and costs of manufacturing development and commercial manufacturing activities; • the cost, timing and outcome of regulatory review of STS101;
• the cost of building a commercial organization, including a sales force, in
anticipation of commercialization of STS101;
• the cost and timing associated with commercializing STS101, if approved;
• the number and scope of clinical programs we decide to pursue;
• the costs of preparing, filing and prosecuting patent applications,
maintaining and enforcing our intellectual property rights and defending
intellectual property-related claims; • any product liability or other lawsuits related to STS101;
• our efforts to enhance operational systems and our ability to attract, hire
and retain qualified personnel, including personnel to support the commercialization of STS101;
• the extent to which we acquire or in-license other product candidates or
technologies;
• the payment of royalty payments owed under our existing license agreement;
• our ability to establish and maintain collaborations on favorable terms, if
at all; • the costs associated with being a public company; and • the timing, receipt and amount of sales of STS101, if approved. We are subject to the risks typically related to the development of new drug product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Despite our implementation of a new development plan for STS101, such plan may change, which could significantly change the costs and timing associated with its development of STS101 and our operations. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any debt financing into which we enter may impose upon us covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. For example, the Loan Agreement contained many of these restrictions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate our development program and clinical trials. We may also be required to sell or license to others rights to STS101 in certain territories or indications that we would prefer to develop and commercialize ourselves. Adequate additional funding may not be available to us on acceptable terms or at all. See "Risk Factors" for additional risks associated with our substantial capital requirements. 18
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