FENNEC PHARMACEUTICALS INC. 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . Caution Concerning Forward-Looking Statements The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024 (the “Annual Report”) and our unaudited interim condensed consolidated financial statements and related notes appearing in this Quarterly Report on Form 10-Q (the “Quarterly Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to the Company’s plans and strategy for its business, includes forward looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. As a result of many factors, including those factors set forth in Part I, Item 1A of the Annual Report under the heading “Risk Factors”, 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. The following discussion should be read in conjunction with our Annual Report and the condensed consolidated financial statements and accompanying notes included elsewhere in this report. Overview We are a commercial-stage biopharmaceutical company focused on our only product PEDMARK ® . On September 20, 2022, we received approval from the US Food and Drug Administration (“FDA”) for PEDMARK ® (sodium thiosulfate injection) to reduce the risk of ototoxicity associated with cisplatin in pediatric patients one month of age and older with localized, non-metastatic solid tumors. This approval makes PEDMARK ® the first and only treatment approved by the FDA in this area of unmet medical need. On October 17, 2022, we announced commercial availability of PEDMARK ® in the U. S. In addition, in January 2023, PEDMARK was included in the National Comprehensive Cancer Network (NCCN) clinical practice guidelines for Adolescent and Young Adult (AYA) Oncology with a category 2A recommendation. In June 2023, we received European Commission Marketing Authorization for PEDMARQSI TM (known as PEDMARK ® in the U.S.) Further, the decision included the receipt of a Pediatric Use Marketing Authorization (“PUMA”) in the European Union (“EU”) with up to 10 years of data and market protection. The Company in conjunction with Norgine is currently preparing for an EU launch of PEDMARQSI TM in the fourth quarter of 2024. In the U.S., we sell our product through an experienced field force and medical science liaisons who are helping to educate the medical communities and patients about cisplatin induced ototoxicity and our programs supporting patient access to PEDMARK ® . Now that we have obtained applicable regulatory approval to sell PEDMARK ® in the U.S. and authorization from the European Commission Marketing Authorization for PEDMARQSI TM in the EU, we recognize there may still be a need to establish collaborations that provide us with up-front payments, licensing fees, milestone payments, royalties, or other revenue. Further, we have established Fennec HEARS™, a comprehensive single source program designed to connect PEDMARK ® patients to both patient financial and product access support. The program offers assistance and resources, regardless of insurance type, that can address co-pays or lack of coverage when certain eligibility requirements are met. Fennec HEARS™ also provides access to care coordinators that can answer insurance questions about coverage for PEDMARK ® and provide tips and resources for managing treatment. We received Orphan Drug Exclusivity for PEDMARK ® in January 2023, which provides seven years of market exclusivity from its FDA approval on September 20, 2022 until September 20, 2029. We currently have five patents listed for PEDMARK ® in the FDA’s Orange Book. In September 2022, the USPTO issued Patent No. 11,291,728 (the “US ‘728 26 Table of Contents Patent”), in December 2022, the USPTO issued Patent No. 11,510,984 (“US ‘984 Patent”) and in April 2023, the USPTO issued Patent No. 11,671,793 (“US ‘793 Patent”) that covers PEDMARK ® pharmaceutical formulation. Further, US 11,964,018 Patent (the “’US 018’ Patent) and US 11,992,530 Patent (the “US ’530 Patent”) covering methods of using our PEDMARK® product to reduce ototoxicity in a patient receiving a platinum based chemotherapeutic for the treatment of a cancer. The US ‘728 Patent, US ‘984 Patent, US ‘793. US ‘018 and US’530 patents will expire in 2039. We are also pursuing additional patent applications in both the U.S. and internationally for PEDMARK ® . PEDMARK ® Product Overview PEDMARK ® is the first and only therapy approved by the FDA indicated to reduce the risk of ototoxicity associated with cisplatin treatment in pediatric patients with localized, non-metastatic, solid tumors. Further, PEDMARQSI TM , known as PEDMARK ® in the U.S., was granted marketing authorization by the European Commission in June 2023. PEDMARK ® is a unique formulation of sodium thiosulfate in single-dose, ready-to-use vials for intravenous use in pediatric patients. PEDMARK ® is also the only therapeutic agent with proven efficacy and safety data with an established dosing paradigm, across two open-label, randomized Phase 3 clinical studies, the Clinical Oncology Group (“COG”) Protocol ACCL0431 and SIOPEL 6. In the U.S. and Europe, it is estimated that more than 10,000 children annually may receive platinum-based chemotherapy. The incidence of ototoxicity depends upon the dose and duration of chemotherapy, and many of these children require lifelong hearing aids. There is currently no established preventive agent for this hearing loss and only expensive, technically difficult, and sub-optimal cochlear (inner ear) implants have been shown to provide some benefit. Infants and young children that suffer ototoxicity at critical stages of development lack speech language development and literacy, and older children and adolescents lack social-emotional development and educational achievement. PEDMARK ® has been studied by co-operative groups in two Phase 3 clinical studies of survival and reduction of ototoxicity, COG ACCL0431 and SIOPEL 6. Both studies have been completed. The COG ACCL0431 protocol enrolled childhood cancers typically treated with intensive cisplatin therapy for localized and disseminated disease, including newly diagnosed hepatoblastoma, germ cell tumor, osteosarcoma, neuroblastoma, medulloblastoma, and other solid tumors. SIOPEL 6 enrolled only hepatoblastoma patients with localized tumors. Cisplatin Induced Ototoxicity Cisplatin and other platinum compounds are essential chemotherapeutic agents for the treatment of many pediatric malignancies. Unfortunately, platinum-based therapies can cause ototoxicity, or hearing loss, which is permanent, irreversible, and particularly harmful to the survivors of pediatric cancer. The incidence of ototoxicity depends upon the dose and duration of chemotherapy, and many of these children require lifelong hearing aids or cochlear implants, which can be helpful for some, but do not reverse the hearing loss and can be costly over time. Infants and young children that are affected by ototoxicity at critical stages of development lack speech and language development and literacy, and older children and adolescents often lack social-emotional development and educational achievement. 27 Table of Contents Results of Operations Three months ended June 30, 2024 versus three months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Three Months Ended ​ ​ ​ ​ In thousands of U.S. Dollars June 30, 2024 % June 30, 2023 % Change PEDMARK product sales, net ​ $ 7,262 ​ ​ ​ $ 3,325 ​ ​ ​ $ 3,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ Cost of product sales ​ ​ 608 ​ 5 % ​ 148 ​ 2 % ​ 460 ​ Research and development ​ 157 1 % 8 — % 149 ​ Selling and marketing ​ ​ 4,672 ​ 38 % ​ 2,340 ​ 29 % ​ 2,332 ​ General and administration ​ 6,864 56 % 5,495 69 % 1,369 ​ Total operating expense ​ 12,301 100 % 7,991 100 % 4,310 ​ Loss from operations ​ (5,039) ​ (4,666) ​ (373) ​ Amortization expense ​ (23) ​ (73) ​ 50 ​ Interest expense ​ ​ (1,044) ​ ​ ​ ​ (825) ​ ​ ​ ​ (219) ​ Unrealized foreign exchange (loss)/gain ​ (17) ​ 5 ​ (22) ​ Interest income ​ 570 ​ 115 ​ 455 ​ Net loss ​ $ (5,553) ​ $ (5,444) ​ $ (109) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ● We reported net product sales for the three-month period ended June 30, 2024 of $7.3 million and gross profit of $6.7 million after applying cost of product sales of $0.6 million. ​ ● Research and development expenses increased by $0.15 million for the three months ended June 30, 2024, compared to the same period in 2023. Our research and development activities for this period consisted of costs associated with investigator initiated clinical trials. During the same period in 2023 and prior to approval of PEDMARK ® , manufacturing costs pertaining to PEDMARK ® were expensed to R&D expense in the period incurred, and following approval are reflected in inventory. ​ ● Selling and marketing expenses were $4.7 million for the three months ended June 30, 2024. Selling and marketing expenses include remuneration of our sales and marketing employees, dollars spent on marketing campaigns (sponsorships, trade shows, presentations, etc.), and any activities to support marketing and sales activities. ​ ● General and administrative expenses increased by $1.4 million compared to the same period in 2023, primarily due to an increase in consulting and professional costs and increased European pre-commercialization related expenses compared to same period in 2023. ​ ● Interest expense increased $0.2 million compared to the same period in 2023. This increase is associated with higher interest rates and higher debt levels as compared with the same period in 2023. ● Additionally, we hold shares of Processa Pharmaceuticals, Inc. (“Processa”) (NASDAQ: PCSA) which are marked to market each balance sheet date and unrealized gains or losses are recognized at that time. The value of the Processa shares held by the Company decreased for the three month period ending June 30, 2024, as compared with the same period in 2023. Other losses were driven mainly by unrealized losses related to our foreign currency transactions. We have vendors that transact in Euros, Great British Pounds and Canadian Dollars. ● There was an increase of $0.02 million in other losses for the three months ended June 30, 2024, compared to the same period in 2023. Amortization expense is also a non-cash expense and relates to amortization of the deferred issuance costs of the loan facilities with Petrichor. Amortization expense decreased by $0.05 million for the three months ended June 30, 2023 compared to the same period in 2023. Interest income increased by $0.5 million for 28 Table of Contents the three months ended June 30, 2024, compared to the same period in 2023. This was driven mainly by higher interest rates for the three months ended June 30, 2024 compared to the same period in 2023. Six months ended June 30, 2024 versus six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ Six Months Ended ​ ​ ​ In thousands of U.S. Dollars June 30, 2024 % June 30, 2023 % Change PEDMARK product sales, net ​ $ 14,681 ​ $ 5,002 ​ $ 9,679 Licensing revenue ​ ​ 17,958 ​ ​ ​ ​ — ​ ​ ​ ​ 17,958 Total revenue ​ ​ 32,639 ​ ​ ​ ​ 5,002 ​ ​ ​ ​ 27,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ Cost of product sales ​ ​ 1,158 ​ 4 % ​ 243 ​ — % ​ 915 Research and development ​ 160 — % 12 — % 148 Selling and marketing ​ ​ 9,881 ​ 41 % ​ 4,871 ​ 33 % ​ 5,010 General and administration ​ 12,736 53 % 9,812 66 % 2,924 Total operating expenses ​ 23,935 100 % 14,938 100 % 8,997 Income/(loss) from operations ​ 8,704 ​ (9,936) ​ 18,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on securities ​ ​ (11) ​ ​ ​ ​ (30) ​ ​ ​ ​ 19 Amortization expense ​ ​ (43) ​ ​ ​ ​ (145) ​ ​ ​ ​ 102 Interest expense ​ ​ (2,078) ​ ​ ​ ​ (1,623) ​ ​ ​ ​ (455) Unrealized foreign exchange loss ​ (55) ​ 14 ​ (69) Interest income ​ 767 ​ 224 ​ 543 Net Income/ (loss) ​ $ 7,284 ​ $ (11,496) ​ $ 18,780 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ● The Company recorded net product sales of $14.7 million and $18.0 million in licensing revenue related to the Norgine transaction for the six-month period ended June 30, 2024, compared to $5.0 million in product sales and no licensing revenue for the same period in 2023. ● Selling and marketing expenses include distribution costs, logistics, shipping and insurance, advertising, wages commissions and out-of-pocket expenses. The Company recorded $9.9 million in selling and marketing expenses for the six-month period ended June 30, 2024, compared to $4.9 million for the same period in 2023. The increase is largely related to increased payroll and additional marketing expenses in the comparable period as the Company focused on expanding our initial outreach to community oncology centers and the adolescent and young adult (AYA) population, who can greatly benefit from our treatments compared to the prior year. ● There was a $3.0 million increase in general and administrative expenses for the six-months ended June 30, 2024, compared to same period in 2023. There was an increase in consulting and professional costs compared to same period in 2023 which is largely attributable to increased European pre-commercialization related expenses and expenses associated with the Norgine transaction. ● The value of the Processa shares held by us declined by $0.02 million for six-months ended June 30, 2024. The shares declined in value by $0.03 during same period in 2023. We acquired the Processa shares on October 30, 2020. The Processa shares are marked to market at each balance sheet date with the resulting change in value being booked as an unrealized gain or loss. ● Amortization expense decreased by $0.1 million for six-months ended June 30, 2024, over the same period in 2023. 29 Table of Contents ● Interest expenses increased by $0.5 million for the six-month ended June 30, 2024 compared to same period in 2023. The increase was driven mainly by higher average debt balances and higher interest rates on long-term debt. ● Interest income increased by $0.5 million for the six-months ended June 30, 2024, as compared to same period in 2023, due to higher cash balances and higher rates on money market accounts for the comparable periods. Liquidity and Capital Resources ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of Selected Asset and Liability Data (thousands): June 30, 2024 December 31, 2023 Cash and equivalents ​ $ 43,054 ​ $ 13,269 Other current assets ​ 19,118 ​ 13,589 Current liabilities ​ 7,749 ​ 7,553 Working capital (1) ​ 54,423 ​ 19,305 (1) [Current assets – current liabilities] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selected Equity: ​ ​ ​ ​ Common stock and additional paid in capital ​ ​ 209,361 ​ ​ 206,380 Accumulated deficit ​ (211,961) ​ (219,245) Stockholders’ deficit ​ (1,357) ​ (11,622) ​ Cash and cash equivalents were $43.0 million as of June 30, 2024, and $13.3 million at December 31, 2023. The increase in cash and cash equivalents between June 30, 2024 and December 31, 2023 is the result of cash outlays for operating expenses related to the promotion of our product, small amounts of research and development and general and administrative expenses, which were offset by cash inflows of $43.2 million from Norgine licensing deal, cash collections on product sales of $4.4 million and cash inflows of $1.0 million from various option exercises. There was an increase of $5.5 million in other current assets between June 30, 2024, and December 31, 2023, and an increase in current liabilities of $0.2 million. The overall result was an increase in working capital of $35.0 million. The following table illustrates a summary of cash flows data for the six-month periods of June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ Selected Cash Flow Data ​ Six Months Ended June 30, (dollars and shares in thousands) ​ 2024 ​ 2023 Net cash provided by / (used )in operating activities ​ $ 30,660 ​ $ (9,523) Net cash provided by investing activities ​ — ​ — Net cash provided / (used) by financing activities ​ (875) ​ 707 Net cash flow ​ $ 29,785 ​ $ (8,816) ​ Net cash provided by operating activities for the six-month period ended June 30, 2024 and 2023, primarily reflected a net income of $7.2 million and a net loss of $13.3 million respectively. The six month income was adjusted for the add back of non-cash items consisting of $3.7 million and $3.8 million, respectively, in stock-based compensation expense, amortization of debt access fee of $0.7 million and $0.1 million, respectively, and addition of PIK interest of $0.8 million and zero, respectively, for the six months ended June 30, 2024, and 2023. For the six months ended June 30, 2024 there was an increase in other current assets of $5.5 million and $1.4 million during the same period in 2023. For the six months ended June 30, 2024, there was a net increase in current liabilities of $0.1 million, with a net decrease of $0.4 million during that same period in 2023. Six month cash flows provided by operating activities were $30.6 million and net cash flows used in operating activities were $9.5 million, respectively, for the periods ended June 30, 2024 and 2023. Net cash used by financing activities for the six months ended June 30, 2024, were $0.9 million and net cash provided were $0.7 million, respectively. Net cash flows from the six month period ended June 30, 2024 and 2023, were positive $29.7 million, and negative $8.8 million, respectively. We continue to pursue various strategic alternatives including collaborations with other pharmaceutical and biotechnology companies. Our projections of further capital requirements are subject to substantial uncertainty. Our working capital 30 Table of Contents requirements may fluctuate in future periods depending upon numerous factors, including: our ability to obtain additional financial resources; our ability to enter into collaborations that provide us with up-front payments, milestones or other payments; progress or lack of progress in our preclinical studies or clinical trials; unfavorable toxicology in our clinical programs; our drug substance requirements to support clinical programs; change in the focus, direction, or costs of our research and development programs; headcount expense; the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing our patent claims; competitive and technological advances; the potential need to develop, acquire or license new technologies and products; our business development activities; new regulatory requirements implemented by regulatory authorities; the timing and outcome of any regulatory review process; and commercialization activities, if any. Outstanding Share Information Our outstanding share data as of June 30, 2024 and December 31, 2023 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ Outstanding Share Type ​ 2024 ​ 2023 Change Common shares ​ 27,329 ​ 26,411 918 Warrants 150 150 ​ — Stock options 5,228 5,032 ​ 196 Total 32,707 31,593 ​ 1,114 ​ ​ ​ ​ ​ ​ ​ ​ Financial Instruments We invest excess cash and cash equivalents in high credit quality investments held by financial institutions in accordance with our investment policy designed to protect the principal investment. At June 30, 2024, we had approximately $0.9 million in our cash accounts and $42.2 million in savings and money market accounts. While we have never experienced any loss or write down of our money market investments since our inception, the amounts we hold in money market accounts are substantially above the $0.25 million amount insured by the FDIC and may lose value. Our investment policy is to manage investments to achieve, in the order of importance, the financial objectives of preservation of principal, liquidity and return on investment. Investments may be made in U.S. or Canadian obligations and bank securities, commercial paper of U.S. or Canadian industrial companies, utilities, financial institutions and consumer loan companies, and securities of foreign banks provided the obligations are guaranteed or carry ratings appropriate to the policy. Securities must have a minimum Dun & Bradstreet rating of A for bonds or R1 low for commercial paper. The policy also provides for investment limits on concentrations of securities by issuer and maximum-weighted average time to maturity of twelve months. This policy applies to all of our financial resources. The policy risks are primarily the opportunity cost of the conservative nature of the allowable investments. Until we are cash flow positive from operations, we have chosen to avoid investments of a trading or speculative nature. We classify fixed income investments with original maturities at the date of purchase greater than three months which mature at or less than twelve months as current. We carry investments at their fair value with unrealized gains and losses included in other comprehensive income (loss); however, we have not held any instruments that were classified as short-term investments during the periods presented in this Quarterly Report. Off-Balance Sheet Arrangements Since our inception, we have not had any material off-balance sheet arrangements. 31 Table of Contents Contractual Obligations and Commitments None, other than the OHSU Agreement, lease agreements, and severance amounts described in notes to our condensed consolidated financial statements contained elsewhere in this Quarterly Report. Critical Accounting Policies and Estimates A summary of our critical accounting policies and use of estimates are presented in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report. There have been no material changes to our critical accounting policies and use of estimates during the six months ended June 30, 2024. ​ Revenue Recognition Under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company determines it expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. Stock-based Compensation The calculation of the fair values of our stock-based compensation plans requires estimates that require management’s judgments. Under ASC 718, the fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. The valuation models require assumptions and estimates to determine expected volatility, expected life, expected dividends and expected risk-free interest rates. The expected volatility was determined using historical volatility of our stock based on the contractual life of the award. The risk-free interest rate assumption was based on the yield on zero-coupon U.S. Treasury strips at the award grant date. We also used historical data to estimate forfeiture experience. In valuing options granted in the fiscal years ended June 30, 2024, we used the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ Valuation ​ ​ ​ Assumptions ​ Black-Scholes Model Assumptions ​ June 30, 2024 ​ Expected dividend - % Risk free rate 4.40 - 5.01 % Expected volatility ​ 45-65 % Expected life ​ 1.5 - 6.0 years ​ Common shares and warrants Common shares are recorded as the net proceeds received on issuance after deducting all share issuance costs and the relative fair value of investor warrants. Warrants are recorded at relative fair value and are deducted from the proceeds of common shares and recorded on the consolidated statements of shareholders’ equity (deficit) as additional paid-in capital. ​ 32 Table of Contents Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable.