Krystal Biotech, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Krystal Biotech, Inc. Condensed Consolidated Balance Sheets (unaudited) (in thousands, except par value) June 30, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 345,786 $ 358,328 Short-term investments 213,826 173,850 Accounts receivable, net 103,236 42,040 Inventory 12,179 6,985 Prepaid expenses and other current assets 7,745 6,706 Total current assets 682,772 587,909 Property and equipment, net 158,808 161,202 Long-term investments 69,292 61,954 Right-of-use assets 6,660 7,027 Other non-current assets 126 263 Total assets $ 917,658 $ 818,355 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 5,425 $ 4,132 Current portion of lease liability 1,361 1,474 Accrued rebates 21,733 5,977 Accrued expenses and other current liabilities 43,332 21,511 Total current liabilities 71,851 33,094 Lease liability 6,326 6,620 Other long-term liabilities 588 — Total liabilities 78,765 39,714 Commitments and contingencies (see note 7) Stockholders' equity Common stock; $ 0.00001 par value; 80,000 shares authorized as of June 30, 2024 and December 31, 2023; 28,709 and 28,237 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively. — — Additional paid-in capital 1,092,854 1,047,830 Accumulated other comprehensive (loss) gain ( 634 ) 638 Accumulated deficit ( 253,327 ) ( 269,827 ) Total stockholders’ equity 838,893 778,641 Total liabilities and stockholders’ equity $ 917,658 $ 818,355 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Krystal Biotech, Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 Product revenue, net $ 70,284 $ — $ 115,535 $ — Expenses Cost of goods sold 6,009 — 8,428 — Research and development 15,583 12,144 26,539 24,432 Selling, general and administrative 27,626 25,904 53,685 49,939 Litigation settlement 12,500 — 25,000 12,500 Total operating expenses 61,718 38,048 113,652 86,871 Income (loss) from operations 8,566 ( 38,048 ) 1,883 ( 86,871 ) Other income Interest and other income, net 7,479 4,838 15,095 8,364 Income (loss) before income taxes 16,045 ( 33,210 ) 16,978 ( 78,507 ) Income tax expense ( 477 ) — ( 477 ) — Net income (loss) 15,568 ( 33,210 ) 16,501 ( 78,507 ) Unrealized (loss) gain on available-for-sale securities and other ( 335 ) ( 82 ) ( 1,272 ) 492 Comprehensive income (loss) $ 15,233 $ ( 33,292 ) $ 15,229 $ ( 78,015 ) Net income (loss) per common share: Basic $ 0.54 $ ( 1.25 ) $ 0.58 $ ( 3.00 ) Diluted $ 0.53 $ ( 1.25 ) $ 0.56 $ ( 3.00 ) Weighted-average common shares outstanding: Basic 28,598 26,657 28,446 26,187 Diluted 29,637 26,657 29,504 26,187 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Krystal Biotech, Inc. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (in thousands) Shares Amount Balances as of January 1, 2024 28,237 $ — $ 1,047,830 $ 638 $ ( 269,827 ) $ 778,641 Issuance of common stock upon exercise of stock options 260 — 15,969 — — 15,969 Vesting of restricted stock units, net of shares withheld for taxes 39 — ( 4,181 ) — — ( 4,181 ) Shares of restricted stock awards surrendered for taxes ( 8 ) — ( 1,205 ) — — ( 1,205 ) Stock-based compensation — — 10,023 — — 10,023 Unrealized (loss) on investments and other (1) — — — ( 937 ) — ( 937 ) Net income — — — — 932 932 Balances at March 31, 2024 28,528 $ — $ 1,068,436 $ ( 299 ) $ ( 268,895 ) $ 799,242 Issuance of common stock upon exercise of stock options 181 — 10,637 — — 10,637 Stock-based compensation — — 13,781 — — 13,781 Unrealized (loss) on investments and other (2) — — — ( 335 ) — ( 335 ) Net income — — — — 15,568 15,568 Balances at June 30, 2024 28,709 $ — $ 1,092,854 $ ( 634 ) $ ( 253,327 ) $ 838,893 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (in thousands) Shares Amount Balances as of January 1, 2023 25,764 $ — $ 803,718 $ ( 728 ) $ ( 280,759 ) $ 522,231 Issuance of common stock upon exercise of stock options 42 — 2,208 — — 2,208 Shares of restricted stock awards surrendered for taxes ( 10 ) — ( 749 ) — — ( 749 ) Stock-based compensation — — 10,599 — — 10,599 Unrealized gain on investments and other (1) — — — 574 — 574 Net loss — — — — ( 45,297 ) ( 45,297 ) Balances at March 31, 2023 25,796 $ — $ 815,776 $ ( 154 ) $ ( 326,056 ) $ 489,566 Issuance of common stock in private placement offering, net of offering costs 1,730 — 159,951 — — 159,951 Issuance of common stock upon exercise of stock options 449 — 25,446 — — 25,446 Stock-based compensation — — 11,443 — — 11,443 Unrealized (loss) on investments and other (2) — — — ( 82 ) — ( 82 ) Net loss — — — — ( 33,210 ) ( 33,210 ) Balances at June 30, 2023 27,975 $ — $ 1,012,616 $ ( 236 ) $ ( 359,266 ) $ 653,114 (1) Includes foreign currency translation loss of $ 62 thousand and $ 35 thousand for the three months ended March 31, 2024 and 2023, respectively. (2) Includes foreign currency translation loss of $ 83 thousand and gain of $ 57 thousand for the three months ended June 30, 2024 and 2023, respectively. The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Krystal Biotech, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, (in thousands) 2024 2023 Operating Activities Net income (loss) $ 16,501 $ ( 78,507 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Depreciation 3,262 2,348 Accretion on marketable securities ( 1,104 ) ( 1,046 ) Amortization of operating lease right-of-use assets 368 441 Stock-based compensation expense, net 22,455 21,768 Realized gain on investments ( 2,859 ) ( 2,390 ) Other, net 89 50 Changes in operating assets and liabilities Accounts receivable, net ( 61,196 ) — Inventory ( 1,708 ) ( 906 ) Prepaid expenses and other current assets ( 2,532 ) ( 649 ) Other non-current assets 29 110 Lease liability ( 406 ) ( 380 ) Other long-term liabilities 588 — Accounts payable 1,511 481 Accrued expenses and other current liabilities ( 4,034 ) ( 1,666 ) Accrued rebates 15,756 — Accrued litigation settlement 25,000 — Net cash provided by (used in) operating activities 11,720 ( 60,346 ) Investing Activities Purchases of property and equipment ( 2,391 ) ( 8,171 ) Purchases of investments ( 201,736 ) ( 319,969 ) Maturities of investments 158,794 315,746 Net cash (used in) investing activities ( 45,333 ) ( 12,394 ) Financing Activities Proceeds from issuance of common stock, net of offering costs — 159,838 Proceeds from exercise of stock options 26,607 27,654 Taxes paid for employee tax withholding related to restricted stock units ( 4,181 ) — Taxes paid related to settlement of restricted stock awards ( 1,205 ) ( 749 ) Net cash provided by financing activities 21,221 186,743 Effect of exchange rate changes on cash and cash equivalents ( 150 ) ( 28 ) Net (decrease) increase in cash and cash equivalents ( 12,542 ) 113,975 Cash and cash equivalents at beginning of period 358,328 161,900 Cash and cash equivalents at end of period $ 345,786 $ 275,875 Supplemental Disclosures of Non-Cash Investing Activities Unpaid purchases of property and equipment included in accounts payable and accrued expenses $ 8,568 $ 10,998 Supplemental Cash Flow Information Income taxes paid $ 2,002 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Krystal Biotech, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Organization Krystal Biotech, Inc. (the “Company,” or “we” or other similar pronouns) commenced operations in April 2016. In March 2017, we converted from a California limited liability company to a Delaware C-corporation, and changed our name from Krystal Biotech LLC to Krystal Biotech, Inc. In June 2018, the Company incorporated a wholly-owned subsidiary in Australia for the purpose of undertaking preclinical and clinical studies in Australia. In April 2019, we incorporated Jeune Aesthetics, Inc. (“Jeune Aesthetics”), in Delaware, a wholly-owned subsidiary, for the purpose of undertaking preclinical and clinical studies for aesthetic skin conditions. In January 2022, August 2022, December 2022, August 2023 and March 2024, we incorporated wholly-owned subsidiaries in Switzerland, Netherlands, France, Germany and Japan, respectively, for the purpose of establishing initial operations in Europe and Japan for the commercialization of our product pipeline. We are a fully integrated, commercial-stage biotechnology company focused on the discovery, development, manufacturing and commercialization of genetic medicines to treat diseases with high unmet medical needs. Using our patented gene therapy technology platform that is based on engineered herpes simplex virus-1 (“HSV-1”), we create vectors that efficiently deliver therapeutic transgenes to cells of interest in multiple organ systems. The cell’s own machinery then transcribes and translates the transgene to treat the disease. Our vectors are amenable to formulation for non-invasive or minimally invasive routes of administration at a healthcare professional’s office or in the patient’s home by a healthcare professional. Our innovative technology platform is supported by two in-house, commercial scale Current Good Manufacturing Practice (“CGMP”) manufacturing facilities. Liquidity As of June 30, 2024, the Company had an accumulated deficit of $ 253.3 million. Our operating profitability is dependent upon the continued successful commercialization of VYJUVEK, as well as successful development, approval, and commercialization of our other product candidates. Management intends to fund future operations through its on hand cash, cash equivalents and investments and revenue generated from the sale of VYJUVEK, and may also seek additional capital through the sale of equity, arrangements with strategic partners, debt financings or other sources. There can be no assurance that additional funding will be available on terms acceptable to the Company, if at all. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to the failure of product candidates in clinical and preclinical studies, the development of competing product candidates or other technological innovations by competitors, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to commercialize product candidates. The Company expects to incur significant costs to further its pipeline and to expand its commercialization capabilities in advance of the potential global regulatory approvals of VYJUVEK®, the Company’s U.S. Food and Drug Administration (the “FDA”) approved redosable gene therapy, for treating patients, six months of age or older, suffering from dystrophic epidermolysis bullosa, a rare and severe monogenic disease that affects the skin and mucosal tissues. The Company believes that its cash, cash equivalents and short-term investments of approximately $ 559.6 million as of June 30, 2024 will be sufficient to allow the Company to fund its planned operations for at least the next 12 months from the date of this Quarterly Report on Form 10-Q. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, all adjustments, which consist of all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented, are reflected in the interim condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 10-K”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2024. 7 Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates in the period these variances become known. Estimates are used in the following areas, among others: variable consideration associated with revenue recognition, stock-based compensation expense, accrued expenses, the fair value of financial instruments and the valuation allowance included in the deferred income tax calculation. Concentration of Credit Risk and Off-Balance Sheet Risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, short-term investments, long-term investments, and accounts receivable, net. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company is exposed to credit risk in the event of default by the financial institutions to the extent amounts recorded on the condensed consolidated balance sheets are in excess of insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s accounts receivable as of June 30, 2024 are primarily from one counterparty that distributes VYJUVEK in the U.S. on behalf of the Company. As of June 30, 2024, the credit profile for this counterparty was deemed to be in good standing and, as such, an allowance for credit losses was not recorded. For accounts receivable arising from named patient sales, the Company evaluates the creditworthiness of each counterparty on a regular basis. As of June 30, 2024, no allowance for credit losses was deemed necessary as a result of these counterparties. For the six months ended June 30, 2024, the Company’s counterparty distributed VYJUVEK within the U.S. to primarily one customer on behalf of the Company. No product revenue was recorded for the six months ended June 30, 2023. The Company has no financial instruments with off-balance sheet risk of loss. Summary of Significant Accounting Policies See Note 2 to our consolidated financial statements included in our 2023 10-K. There were no material changes to the Company's significant accounting policies during the six months ended June 30, 2024. Recent Accounting Pronouncements There were no accounting pronouncements issued or adopted during the six months ended June 30, 2024 that are expected to have a material impact on the Company’s condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The purpose of this guidance is to enhance the transparency and usefulness of income tax disclosures and provide comprehensive income tax information, particularly in relation to rate reconciliation and income taxes paid in the U.S. and foreign jurisdictions. This new standard will be effective for fiscal years starting after December 15, 2024, with the option to apply it retrospectively. Early adoption is also allowed. Currently, the Company is assessing the potential impact of this guidance on its consolidated financial statement disclosures. 3. Revenue Recognition Following FDA approval on May 19, 2023, the Company began commercial marketing and sales of VYJUVEK throughout the United States and began recognizing revenue in the third quarter of 2023. The following table summarizes changes in allowances and discounts for the six months ended June 30, 2024: (in thousands) Rebates Prompt Pay Other Accruals Total Balance as of December 31, 2023 $ 5,977 $ 858 $ 279 $ 7,114 Provisions 18,132 4,008 521 22,661 Payments/Credits ( 1,788 ) ( 1,656 ) ( 165 ) ( 3,609 ) Balance as of June 30, 2024 $ 22,321 $ 3,210 $ 635 $ 26,166 8 Rebates are included in accrued rebates and other long-term liabilities on the condensed consolidated balance sheets. Other long-term liabilities includes $ 588 thousand of long-term accrued rebates. Other accruals are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. Prompt pay is recorded as an allowance against accounts receivable, net on the condensed consolidated balance sheets. Provisions for rebates, prompt pay and other accruals are recorded as a reduction to product revenue, net on the condensed consolidated statements of operations and comprehensive income (loss). 4. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents outstanding for the period. Common stock equivalents consist of common stock issuable upon (1) exercise of stock options and (2) vesting of restricted stock awards, restricted stock units and performance-based restricted stock units (collectively, “restricted stock”). For the three months ended June 30, 2024 and 2023, respectively, there were (1) 215 thousand and 3.2 million common stock equivalents outstanding in the form of stock options and (2) 2 thousand and 44 thousand in unvested restricted stock, that have each been excluded from the calculation of diluted net income (loss) per common share as their effect would be anti-dilutive. For the six months ended June 30, 2024 and 2023, respectively, there were (1) 169 thousand and 3.2 million common stock equivalents outstanding in the form of stock options and (2) 1 thousand and 44 thousand in unvested restricted stock, that have each been excluded from the calculation of diluted net income (loss) per common share as their effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 Numerator: Net income (loss) $ 15,568 $ ( 33,210 ) $ 16,501 $ ( 78,507 ) Denominator: Weighted-average basic common shares 28,598 26,657 28,446 26,187 Dilutive effect of stock options and unvested restricted stock 1,039 — 1,058 — Weighted-average diluted common shares 29,637 26,657 29,504 26,187 Net income (loss) per common share—basic $ 0.54 $ ( 1.25 ) $ 0.58 $ ( 3.00 ) Net income (loss) per common share—diluted $ 0.53 $ ( 1.25 ) $ 0.56 $ ( 3.00 ) 9 5. Fair Value Instruments The following tables show the Company’s cash, cash equivalents and available-for-sale securities by significant investment category as of June 30, 2024 and December 31, 2023: June 30, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Aggregate Fair Value Cash and Cash Equivalents Short-term Marketable Securities (1) Long-term Marketable Securities (2) Level 1: Cash and cash equivalents $ 345,786 $ — $ — $ 345,786 $ 345,786 $ — $ — Subtotal 345,786 — — 345,786 345,786 — — Level 2: Commercial paper 37,193 3 ( 13 ) 37,183 — 37,183 — Corporate bonds 96,553 38 ( 131 ) 96,460 — 62,778 33,682 U.S. government agency securities 149,722 28 ( 275 ) 149,475 — 113,865 35,610 Subtotal 283,468 69 ( 419 ) 283,118 — 213,826 69,292 Total $ 629,254 $ 69 $ ( 419 ) $ 628,904 $ 345,786 $ 213,826 $ 69,292 (1) The Company’s short-term marketable securities mature in one year or less. (2) The Company’s long-term marketable securities mature between one and two years . December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Aggregate Fair Value Cash and Cash Equivalents Short-term Marketable Securities (1) Long-term Marketable Securities (2) Level 1: Cash and cash equivalents $ 358,328 $ — $ — $ 358,328 $ 358,328 $ — $ — Subtotal 358,328 — — 358,328 358,328 — — Level 2: Commercial paper 17,124 5 ( 1 ) 17,128 — 17,128 — Corporate bonds 111,824 407 ( 27 ) 112,204 — 70,996 41,208 U.S. government agency securities 106,079 423 ( 30 ) 106,472 — 85,726 20,746 Subtotal 235,027 835 ( 58 ) 235,804 — 173,850 61,954 Total $ 593,355 $ 835 $ ( 58 ) $ 594,132 $ 358,328 $ 173,850 $ 61,954 (1) The Company’s short-term marketable securities mature in one year or less. (2) The Company’s long-term marketable securities mature between one and two years . 6. Balance Sheet Components Inventory Inventory consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Raw materials $ 5,507 $ 3,154 Work-in-process 5,035 3,204 Finished goods 1,637 627 Inventory $ 12,179 $ 6,985 10 Property and Equipment, Net Property and equipment, net consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Building and building improvements $ 111,407 $ 111,180 Leasehold improvements 25,637 25,068 Manufacturing equipment 26,530 24,905 Construction in progress 6,020 7,291 Laboratory equipment 3,066 2,339 Computer equipment and software 1,932 1,614 Furniture and fixtures 1,645 1,632 Total property and equipment 176,237 174,029 Accumulated depreciation ( 17,429 ) ( 12,827 ) Property and equipment, net $ 158,808 $ 161,202 Depreciation expense was $ 1.8 million and $ 1.2 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3.3 million and $ 2.3 million for the six months ended June 30, 2024 and 2023, respectively. Depreciation expense capitalized into inventory was $ 559 thousand and $ 72 thousand for the three months ended June 30, 2024 and 2023, respectively, and $ 1.4 million and $ 72 thousand for the six months ended June 30, 2024 and 2023, respectively. In March 2023, the Company received the permanent occupancy permit for its second commercial scale CGMP facility, ASTRA, which allowed the Company to begin utilizing certain portions of the building. As a result, and as qualification of assets occurred through 2023 and the first half of 2024, the majority of assets relating to ASTRA were reclassified from construction in progress to leasehold improvements, manufacturing equipment, buildings and building improvements, furniture and fixtures, or computer equipment and software as it was determined that assets were ready for their intended use. As certain pieces of equipment are not yet qualified, the Company will continue to hold the remaining assets within construction in progress until qualification has been completed and the assets are ready for their intended use. Estimated remaining payments related to ASTRA were $ 8.0 million as of June 30, 2024 and are recorded in accounts payable and accrued expenses and other current liabilities on the condensed consolidated balance sheets. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023: (in thousands) June 30, 2024 December 31, 2023 Accrued litigation settlement $ 25,000 $ — Accrued payroll and benefits 5,321 8,778 Accrued construction-in-progress 5,148 5,182 Other current liabilities 2,500 1,876 Accrued professional fees 2,096 1,810 Accrued preclinical and clinical expenses 1,512 1,248 Accrued inventory 1,046 334 Accrued taxes 709 2,283 Total $ 43,332 $ 21,511 7. Commitments and Contingencies Agreements with Contract Manufacturing Organizations and Contract Research Organizations The Company enters into various agreements in the normal course of business with Contract Research Organizations (“CROs”), Contract Manufacturing Organizations (“CMOs”) and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. The agreements with CMOs primarily relate to the manufacturing of our sterile gel that is mixed with in-house produced vectors as part of the final drug product for VYJUVEK. Agreements with third parties may also include research and development consulting activities, clinical-trial agreements, testing of our clinical-stage, pre-commercial and commercial stage products and/or storage, packaging and labeling. The Company is obligated to make milestone payments under certain of these contracts. The Company may also be responsible for the payment of a monthly 11 service fee for project management services for the duration of any agreements. The estimated remaining commitments as of June 30, 2024 under these agreements was approximately $ 1.0 million. The Company has incurred research and development expenses under these agreements of $ 1.0 million and $ 2.5 million for the three and six months ended June 30, 2024 and $ 1.1 million and $ 3.1 million for the three and six months ended June 30, 2023. Legal Proceedings In May 2020, a complaint was filed against the Company in the United States District Court for the Western District of Pennsylvania by PeriphaGen, Inc. (“PeriphaGen”) alleging breach of contract and misappropriation of trade secrets. On April 27, 2022, the Company and PeriphaGen entered into a final settlement agreement, and the Company paid PeriphaGen an upfront payment of $ 25.0 million on April 28, 2022 for: (i) the release of all claims in the litigation with PeriphaGen; (ii) the acquisition of certain PeriphaGen assets and (iii) the grant of a license by PeriphaGen for dermatological applications. In accordance with the settlement agreement, on June 15, 2023, the Company paid PeriphaGen an additional $ 12.5 million following the FDA’s approval of VYJUVEK. The settlement agreement requires the Company to pay three additional $ 12.5 million contingent milestone payments upon reaching $ 100.0 million in cumulative sales, $ 200.0 million in cumulative sales and $ 300.0 million in cumulative sales. On May 29, 2024, the parties entered into an amendment to the final settlement agreement (“Amendment”) to clarify the definition of cumulative sales and modify the timing of the $ 12.5 million contingent milestone payment triggered by reaching $ 100.0 million in cumulative sales. As defined in the settlement agreement and clarified in the Amendment, cumulative sales means the total cumulative revenue from sales of the Company’s products by the Company and its affiliates and licensees. The amendment modified the timing of the $ 12.5 million contingent milestone payment triggered by reaching $ 100.0 million in cumulative sales, such that $ 6.25 million is payable following the Company’s filing of a Quarterly Report on Form 10-Q that reports $ 100.0 million in cumulative sales, and the remaining $ 6.25 million is payable within 120 days following the end of the fiscal year in which the initial $ 6.25 million is paid. There were no other revisions to the settlement agreement, and the contingent payments triggered upon reaching $ 200.0 million in cumulative sales and $ 300.0 million in cumulative sales continue to remain payable following the filing(s) by the Company of an Annual Report(s) on Form 10-K reporting $ 200.0 million in cumulative sales and $ 300.0 million in cumulative sales. If all milestones are achieved, the total consideration for settling the dispute, acquiring certain assets, and granting of a license from PeriphaGen will be $ 75.0 million, of which $ 37.5 million has been paid. The Company recorded litigation settlement expense of $ 12.5 million and $ 25.0 million for the three and six months ended June 30, 2024, respectively, and zero and $ 12.5 million for the three and six months ended June 30, 2023, respectively, on the condensed consolidated statements of operations and comprehensive income (loss) in accordance with the settlement agreement and the Amendment. During the three months ended June 30, 2024, the Company reached cumulative sales of $ 100.0 million. Accordingly, following the filing of this Quarterly Report on Form 10-Q, the Company will make a $ 6.25 million milestone payment, which was fully accrued for in the first quarter of 2024. Also during the three months ended June 30, 2024, in accordance with ASC 450, “Contingencies”, the Company determined that reaching $ 200.0 million in cumulative sales was probable, and recorded litigation settlement expense of $ 12.5 million relating to the milestone payment, which becomes payable following the filing of the Annual Report on Form 10-K that reports $ 200.0 million in cumulative sales. The Company previously recorded litigation settlement expense of $ 12.5 million for the six months ended June 30, 2023 following FDA approval of B-VEC. As of June 30, 2024, the Company has not recorded an accrual for the remaining contingent milestone payment of $ 12.5 million related to $ 300.0 million in cumulative sales. 12 8. Leases As of June 30, 2024, future minimum commitments under the Company’s operating leases with lease terms in excess of 12 months were as follows: (in thousands) Operating Leases 2024 (remaining six months) $ 772 2025 1,277 2026 1,277 2027 1,300 2028 1,325 Thereafter 9,437 Future minimum operating lease payments 15,388 Less: Interest ( 7,701 ) Present value of lease liability $ 7,687 As of June 30, 2024 and December 31, 2023, the Company's weighted-average remaining lease term for operating leases was 12.2 years and 12.3 years, respectively, and the Company’s weighted-average discount rate for operating leases was 9.5 % as of June 30, 2024 and December 31, 2023. The components of the Company’s lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Lease cost: Operating lease expense $ 346 $ 440 $ 645 $ 902 Variable lease expense 51 29 91 88 Total lease expense $ 397 $ 469 $ 736 $ 990 9. Capitalization ATM Program On May 8, 2023, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) with respect to an at-the-market equity offering program (“ATM Program”), under which the Company may issue and sell from time to time through Cowen, acting as agent and/or principal, shares of its common stock, par value $ 0.00001 per share (“Common Stock”), having an aggregate offering price up to $ 150.0 million (“Placement Shares”). The Placement Shares will be offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 filed with the SEC on April 6, 2023, and a prospectus supplement relating to the Placement Shares that was filed with the SEC on May 8, 2023. During the six months ended June 30, 2024 and 2023, no shares of Common Stock were issued pursuant to the ATM Program, resulting in $ 150.0 million being available for issuance under the ATM Program. 2023 Private Placement Offering On May 22, 2023 and May 23, 2023, the Company sold 1,720,100 and 9,629 shares of Common Stock, respectively, in a private placement to certain institutional investors at a price of $ 92.50 per share for aggregate net proceeds of $ 160.0 million. In addition, the Company entered into a Registration Rights Agreement with the investors (“Registration Rights Agreement”) that required the Company to file a registration statement with the SEC within 60 days of the date of the Registration Rights Agreement registering the resale of the shares of Common Stock issued in the private placement. On July 18, 2023, the Company filed the resale registration statement on Form S-3ASR with the SEC, which became effective upon filing. 10. Stock-Based Compensation In 2017, the Company adopted the 2017 IPO Stock Plan (“Plan”), which governs the issuance of equity awards to employees, certain non-employee consultants, and directors. Initially, the Company reserved 900 thousand shares for issuance under the Plan with an initial sublimit for incentive stock options of 900 thousand shares. On an annual basis, the amount of shares available for issuance under the Plan increases by an amount equal to four percent of the total outstanding shares as of the last day of the preceding calendar year. The sublimit of incentive stock options is not subject to the increase. The Company has historically granted stock options and restricted stock awards (“RSAs”) to its employees. In February 2023, the Company 13 began issuing restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs” and with RSUs commonly referred to collectively as “restricted stock units”) to certain employees. Shares remaining available for grant under the Plan were 2.4 million as of June 30, 2024. Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024: Stock Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding as of December 31, 2023 2,606,592 $ 66.39 7.9 $ 150,405 Granted 227,182 $ 160.67 Exercised ( 441,027 ) $ 60.33 Cancelled or forfeited ( 321,134 ) $ 68.85 Outstanding as of June 30, 2024 2,071,613 $ 77.65 7.7 $ 219,580 Exercisable as of June 30, 2024 818,577 $ 62.85 6.9 $ 98,872 (1) Aggregate intrinsic value represents the difference between the closing stock price of our Common Stock on December 31, 2023 and June 30, 2024, respectively, and the exercise price of outstanding in-the-money options. The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023: Stock Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding as of December 31, 2022 3,582,181 $ 61.15 8.7 $ 64,880 Granted 389,280 $ 88.74 Exercised ( 490,995 ) $ 56.41 Cancelled or forfeited ( 250,800 ) $ 63.14 Outstanding as of June 30, 2023 3,229,666 $ 65.04 8.4 $ 169,121 Exercisable as of June 30, 2023 778,737 $ 55.83 7.5 $ 47,952 (1) Aggregate intrinsic value represents the difference between the closing stock price of our Common Stock on December 31, 2022 and June 30, 2023, respectively, and the exercise price of outstanding in-the-money options. The total intrinsic value (the amount by which the fair market value exceeds the exercise price) of stock options exercised was $ 19.8 million and $ 26.7 million during the three months ended June 30, 2024 and 2023, respectively, and $ 44.3 million and $ 27.9 million during the six months ended June 30, 2024 and 2023, respectively. The weighted-average grant-date fair value per share of options granted to employees, non-employees, and directors was $ 112.05 and $ 72.95 during the three months ended June 30, 2024 and 2023, respectively, and $ 109.18 and $ 61.06 during the six months ended June 30, 2024 and 2023, respectively. There was $ 63.6 million of unrecognized stock-based compensation expense related to employees’, non-employees’, and directors’ options that is expected to be recognized over a weighted-average period of 2.5 years as of June 30, 2024. 14 Restricted Stock Awards The following table summarizes the Company’s RSA activity: Six Months Ended June 30, 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Non-vested RSAs, beginning of period 44,400 $ 78.89 66,600 $ 78.89 Granted — — Vested ( 14,523 ) $ 78.89 ( 12,649 ) $ 78.89 Surrendered for taxes ( 7,677 ) $ 78.89 ( 9,551 ) $ 78.89 Non-vested RSAs, end of period 22,200 $ 78.89 44,400 $ 78.89 There was $ 1.2 million of unrecognized stock-based compensation expense related to employees’ RSAs that is expected to be recognized over a weighted-average period of 8 months as of June 30, 2024. Restricted Stock Units The following table summarizes the Company’s RSU activity: Six Months Ended June 30, 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Non-vested RSUs, beginning of period 160,900 $ 81.91 — Granted 224,890 $ 159.59 186,900 $ 81.91 Vested ( 40,075 ) $ 81.91 — Forfeited ( 29,314 ) $ 103.31 ( 14,200 ) $ 81.91 Non-vested RSUs, end of period 316,401 $ 135.14 172,700 $ 81.91 There was $ 39.0 million of unrecognized stock-based compensation expense related to employees’ RSU awards that is expected to be recognized over a weighted-average period of 3.5 years as of June 30, 2024. Performance-Based Restricted Stock Units The following table summarizes the Company’s PSU activity: Six Months Ended June 30, 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Non-vested PSUs, beginning of period 50,000 $ 81.91 — Granted 112,500 $ 159.47 60,000 $ 81.91 Vested ( 25,000 ) $ 81.91 — Non-vested PSUs, end of period 137,500 $ 145.37 60,000 $ 81.91 PSUs vest ratably over two years based upon continued service through the vesting date and the achievement of specific regulatory and commercial performance criteria as determined by the Compensation Committee of the Company’s Board of Directors. The performance criteria are to be completed by the end of the year in which the PSU awards were granted. As of the June 30, 2024, the Company estimated that 100 % of the newly granted PSUs will be eligible to vest. There was $ 16.3 million of unrecognized stock-based compensation expense related to employees’ PSU awards that is expected to be recognized over a weighted-average period of 1.6 years as of June 30, 2024. 15 Stock-Based Compensation Expense, Net The Company recorded stock-based compensation expense, net related to its stock options, RSAs, RSUs and PSUs in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development $ 2,772 $ 2,863 $ 4,640 $ 5,359 Selling, general and administrative 10,384 8,469 17,815 16,409 Total stock-based compensation $ 13,156 $ 11,332 $ 22,455 $ 21,768 After the FDA approval of VYJUVEK on May 19, 2023, the Company began capitalizing stock-based compensation associated with the allocation of labor costs related to work performed to manufacture VYJUVEK. The Company capitalized stock-based compensation of $ 625 thousand and $ 113 thousand for the three months ended June 30, 2024 and 2023, respectively and $ 1.3 million and $ 112 thousand for the six months ended June 30, 2024 and 2023, respectively, into inventory. Historically, the Company also capitalized the portion of stock-based compensation related to work performed on the construction of our manufacturing facilities. The Company capitalized stock-based compensation of zero for each the three months ended June 30, 2024 and 2023, respectively, and zero and $ 162 thousand for the six months ended June 30, 2024 and 2023, respectively, into property and equipment, net. 11. Income Taxes The Company recorded an income tax provision of $ 477 thousand for the three and six months ended June 30, 2024. The tax provision for interim periods is calculated using an estimate of the annual effective tax rate, adjusted for discrete items. If there are any changes to the estimated annual tax rate, the Company will make a cumulative adjustment to the income tax provision in the period the change becomes known. The Company did not record an income tax provision for the three and six months ended June 30, 2023 as it generated sufficient tax losses, after consideration of discrete items, during each of the periods. The Company expects to maintain a full valuation allowance against its net deferred tax assets for the year. 12. Subsequent Events The Company evaluates events or transactions that occur after the balance sheet date, but prior to the issuance of the financial statements, to identify matters that require recognition or disclosure. The Company concluded that no subsequent events have occurred, that would require recognition or disclosure in the condensed consolidated financial statements. 16