What changed in this filing

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Item 1A. Risk Factors

2021-05-13 compared with 2020-11-10 · 12 added, 149 removed, 5 unchanged (97% of the section changed)

carefully consider the information set forth in Part I, “Item 1A.

Please carefully

consider the information set forth in Part I, “Item 1A.

Risk Factors”

in our Annual Report on Form 10-K for

the year ended December 31, 2019 filed with the SEC on March 26, 2020.

Our business, financial condition or results of operations

could be materially adversely affected by any of these risks.

This Quarterly Report on Form 10-Q also contains forward-looking

statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking

statements as a result of certain factors, including these risks.

Risks Relating to Our Business and Industry

Our business and operations may be

materially and adversely affected by the recent coronavirus outbreak.

In December 2019,

a novel strain of coronavirus was reported to have surfaced in China and has since spread to other parts of the world.

2020, the WHO declared the outbreak a pandemic.

The coronavirus pandemic is affecting the United States and global economies and

as a result, government authorities have implemented restrictions and limited certain operations, such as limits on the number

of people at a gathering, travel restrictions and stay-at-home orders, to try and slow the spread of coronavirus.

These mandates

generally excluded businesses that provide certain essential services, such as companies operating in the biotechnology and life

sciences industry.

As a result, our facility remained operational with employee personnel who did not need to be physically present

in our premises working remotely during that time.

In May 2020, Massachusetts, along with other states in the United States, began

its re-opening of the economy, allowing for the gradual opening of businesses in line with state mandated workplace safety standards,

specific protocols and best practices.

The Company’s facilities remain operational and are operating in accordance with federal

and state governmental authority guidelines.

Employee personnel who do not need to be physically present on our premises are continuing

to work remotely, but have the ability to be on site as required.

While the majority of these mandates have specific end dates,

they may be modified or extended and as a result there is uncertainty regarding the length of time that such measures will be place.

We believe the impact to our internal operations has not been material thus far, however, current and future restrictions may further

impact our operations and may slow or diminish our research and development activities.

In response to the coronavirus pandemic,

we have taken proactive measures to protect the health and safety of our employees.

We have implemented safety measures following

the guidance provided by the WHO and the CDC such as working remotely for employee personnel who do not need to be physically present

in our premises, social distancing protocols, suspending travel and extensively and frequently disinfecting our workspaces.

have experienced limited absenteeism from our employees, but absenteeism may increase in the future, employees working remotely

may experience limited productivity due to the resources available at home or we may not be able to maintain the necessary information

technology infrastructure to adequately support our employees working remotely.

our increased reliance on remote access to our information systems increases our exposure to potential cybersecurity breaches.

expect to continue following these safety measures and may take further actions as we require, as government authorities require

or recommend, or as we determine to be in the best interests of our employees, partners and suppliers.

The extent to which the coronavirus pandemic

impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among

We do not yet know the full extent of potential delays or the impact on our business, financial condition, or our preclinical

and clinical trial activities.

There may be developments outside of our control that require us to adjust our operating plans and

given the nature of the situation, cannot reasonably estimate the impact of the coronavirus pandemic on our financial condition,

results of operations or cash flows in the future.

We rely upon third parties for the

supply of our product candidates, other resources and the conduct of our preclinical and clinical activities.

If the measures to contain the coronavirus outbreak continue or are extended,

it may adversely affect our operations and those of third parties on which we rely, including causing disruptions in the supplies

we order, outsourced development services for our product candidates and the conduct of current and planned preclinical and clinical

Presumably as a result of the pandemic, we have begun to see some of our third-party suppliers and service providers

on which we rely becoming impacted.

If the impact on their operations continue or extend, it may affect our operations.

We previously

had been able to engage with third-party service providers in areas with limited or no impact (e.g.

countries with limited or

no restrictions), but with the global spread of the virus and associated restrictions, this has been no longer possible.

providers, for example those performing required preclinical research studies, are now facing impacts to their operations, including

restrictions on the availability of critical materials that are needed for this type of research.

Without a significant and sustained

improvement of the current situation, we may experience significant impacts to certain of our development activities outsourced

to third-party service providers, however, the ultimate impact on our third-party service providers is highly uncertain and subject

If the measures to contain the outbreak are extended or further expanded, it could reduce or delay the availability

of supplies and services that we purchase and outsource or result in closures of businesses that we work with.

This may in turn

slow or delay our preclinical and clinical research and development activities, and/or result in higher costs.

The ultimate impact

of the coronavirus pandemic is highly uncertain and subject to change.

The Company does not yet know the full extent of potential

delays or impacts on its business and preclinical and clinical trial activities.

Anticipated declines in the commencement

of and enrollment of clinical trials, at least in the short-term, may cause delays in any future planned clinical trials for our

product candidates and may adversely affect our business.

The first stage of the Federal

Drug Administration (the “

FDA ”) approval process for a new biologic or drug involves the submission of an investigational

new drug application, which includes the clinical protocol along with the approval of the IRB at the institutions participating

in the trials prior to commencement of human clinical trials.

We anticipate a continued decline in the commencement of new clinical

trials, at least in the short-term, as regulatory authorities and IRBs are currently focused primarily on reviewing and approving

clinical trial protocols related to COVID-19.

Additionally, due to the implementation of restrictive measures such as stay-at-home

orders by government authorities in the United States and global economies to try and contain the spread of coronavirus, we anticipate

a continued negative impacts, at least in the short-term, in the enrollment and participation of patients in clinical trials outside

of those related to COVID-19.

The impact on clinical trial operations may be temporarily delayed or regulatory clearances and

approvals paused.

Therefore, our planned preclinical and clinical activities, including the commencement of clinical trials for

our drug candidates, may be temporarily delayed or paused as a result, which may, in turn, impact our expected development milestones.

The required studies and steps needed to

initiate clinical trials with PH-762 in the 2021 timeframe are continuing and ongoing, however, we are reliant on third-party service

providers for certain of our preclinical and clinical activities who may be negatively impacted by the implementation of restrictive

measures by governmental authorities which are difficult to assess or predict at this time.

In turn, our PH-762 programs may be

delayed as a result.

The ultimate impact of the coronavirus pandemic is highly uncertain and subject to change.

The Company does

not yet know the full extent of potential delays or impacts on its business and preclinical and clinical trial activities and these

effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of

the third parties on which we rely.

We may not be able to obtain sufficient

financing and may not be able to develop our product candidates.

We believe that

our current cash on hand should be sufficient to fund our operations for at least the next twelve months from the date of the release

of these financial statements.

However, w e have generated significant losses to date,

have not generated any product revenue and may not generate product revenue in the foreseeable future, or ever.

We expect to incur

significant operating losses as we advance our product candidates through drug development and the regulatory process.

In the future,

we may need to issue equity or incur debt in order to fund our planned expenditures, as well as to make acquisitions and other

We cannot assure you that equity or debt financing will be available to us on acceptable terms, or at all.

able to access capital, there may be risks associated with the terms of such capital, including dilution (in the case of equity

offerings), risks of repayment and default (in the case of debt) and reputational risks (in the case of obtaining government assistance,

such as through a PPP loan).

If we cannot, or are limited in the ability to, issue equity, incur debt or enter into strategic collaborations,

we may be unable to fund the discovery and development of our product candidates, address gaps in our product offerings or improve

our technology.

Moreover, the global

coronavirus pandemic has led to significant uncertainty and increased volatility in the capital markets.

Additionally, while the

potential economic impact brought by, and the duration of, the coronavirus pandemic is difficult to assess or predict, the impact

of the coronavirus on the global financial markets may reduce our ability to access capital, which could negatively impact our

short-term and long-term liquidity and our ability to complete our preclinical and planned clinical studies on a timely basis,

The ultimate impact of coronavirus is highly uncertain and subject to change.

While we anticipate that we will experience

an impact to our research and development activities, we do not yet know the full extent of potential delays or the impact on our

business, financial condition, or our preclinical and clinical trial activities.

There may be developments outside of our control

that require us to adjust our operating plans and given the nature of the situation, cannot reasonably estimate the impact of the

coronavirus on our financial condition, results of operations or cash flows in the future.

We anticipate that we will need to raise

substantial amounts of money to fund a variety of future activities integral to the development of our business, which may include

but is not limited to the following:

To conduct research and development to successfully develop our technologies;

To obtain regulatory approval for our products;

To file and prosecute patent applications and to defend and assess patents to protect our technologies;

To retain qualified employees, particularly in light of intense competition for qualified personnel;

To manufacture products ourselves or through third parties;

To market our products, either through building our own sales and distribution capabilities or relying on third parties;

To acquire new technologies, licenses or products.

in our Annual Report on Form 10-K for the year ended

December 31, 2020 filed with the SEC on March 25, 2021.

Our business, financial condition or results of operations could be materially

adversely affected by any of these risks.

This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks

and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of

certain factors, including these risks.

Additional risks not currently known or currently material to us may also harm our business.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

or issues of unregistered securities occurred that have not previously been disclosed in a Current Report on Form 8-K.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors