Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in
conjunction with our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form
10-Q, and our audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our 2020 Form
10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See
“Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these
statements. Our actual results and the timing of events could differ materially from those expressed or implied by the forward-looking
statements due to important factors and risks including, but not limited to, those set forth below under “Risk Factors” and
elsewhere herein, and those identified under Part I, Item 1A of our 2020 Form 10-K.
Overview
We are a diversified clinical-stage company developing
therapeutics designed to treat gastrointestinal (GI) diseases in areas of high unmet need. Our lead clinical development candidates are:
(1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within
the GI tract to prevent microbiome damage, Clostridioides difficile infection (CDI), overgrowth of pathogenic organisms, the emergence
of antimicrobial resistance (AMR), and acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients,
and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions
and intended to treat both local GI and systemic diseases.
We plan to explore and evaluate a range of strategic
options, which may include: in-licensing opportunities; evaluation of potential acquisitions; or other potential strategic transactions.
In the meantime, we remain focused on working with our clinical development partners to advance the planned Phase 1b/2a clinical trial
of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) patients, and advancing the clinical development program for
SYN-020 intestinal alkaline phosphatase (IAP) in multiple potential indications.
We are continuing to assess the potential impact
of the COVID-19 pandemic. We are in close contact with our clinical development partners in order to assess the impact of COVID-19
on our studies and current timelines and costs. While we currently do not anticipate any interruptions in our operations due to COVID-19,
it is possible that if the COVID-19 pandemic persists for an extended period of time, we could experience significant disruptions to our
clinical development timelines due to the COVID-19 pandemic, which would adversely affect our business, financial condition, results of
operations and growth prospects.
In response to the spread of COVID-19 as well
as public health directives and orders, we have implemented a number of measures designed to ensure employee safety and business continuity.
We have limited access to our offices and are allowing our administrative employees to continue their work outside of our offices in order
to support the community efforts to reduce the transmission of COVID-19 and protect employees, complying with guidance from federal, state
and local government and health authorities. The full extent to which the COVID-19 outbreak will directly or indirectly impact our business,
results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.
The effects of the governmental orders and our work-from-home policies may negatively impact productivity, disrupt our business and delay
our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other
limitations on our ability to conduct our business in the ordinary course.
Our Product Pipeline:
*Based on management’s current beliefs
and expectations
aGVHD acute graft-vs-host disease; allo-HCT
allogeneic hematopoietic cell transplant patients; AMR antimicrobial resistance; CDI Clostridioides difficile infection.
SAD single ascending dose
¹Additional products with preclinical proof-of-concept
include SYN-006 (carbapenemase) to prevent aGVHD and infection by carbapenem resistant enterococci and SYN-007 (ribaxamase) DR to prevent
antibiotic associated diarrhea with oral β-lactam antibiotics.
²Dependent on funding/partnership.
³Announced option-license agreement with
Massachusetts General Hospital to develop SYN-020 in several potential indications related to inflammation and gut barrier dysfunction.
Additional pipeline products with preclinical
proof-of-concept include SYN-006 (carbapenemase) being designed to prevent aGVHD, microbiome damage and infection due to treatment with
carbapenem antibiotics, and SYN-007 (ribaxamase) DR being designed to prevent antibiotic associated diarrhea with oral β-lactam antibiotics.
22
Summary of Clinical and Preclinical Programs
Therapeutic Area
Product
Candidate
Current Status
Prevention of microbiome damage, CDI, overgrowth of pathogenic organisms, AMR, and aGVHD in allogeneic HCT recipients (Degrade IV beta-lactam antibiotics)
SYN-004
(ribaxamase)
(oral enzyme)
· Announced
outcomes from End of Phase 2 meeting, including Food and Drug Administration (FDA)-proposed criteria for Phase 3 clinical efficacy and
safety which, if achieved, may support submission for marketing approval on the basis of a single Phase 3 clinical trial (Q4 2018)
· Clarified
market/potential partner needs and identified potential additional indications in specialty patient populations such as allogeneic hematopoietic
cell transplant (HCT) patients
· Announced
clinical trial agreement (CTA) with Washington University School of Medicine to conduct a Phase 1b/2a clinical trial to evaluate safety,
tolerability and pharmacokinetics in up to 36 evaluable adult allogeneic HCT recipients (Q3 2019)
· Received
official meeting minutes from FDA Type-C meeting held on December 2, 2019 to discuss development in allogeneic HCT recipients who
are administered IV beta-lactam antibiotics in response to fever (Q1 2020)
· Received
written notification from the FDA informing the Company that the FDA determined the Phase 1b/2a clinical program in adult allogeneic hematopoietic
cell transplant (HCT) recipients may proceed per the submitted clinical program protocol (Q3 2020)
· Washington
University began enrollment and the first patient was dosed in the first of three antibiotic cohorts for the Phase 1b/2a clinical trial
of SYN-004 in adult HCT recipients (Q2 2021)
23
Preserve gut barrier, treat local GI inflammation, and restore gut microbiome
SYN-020
(oral IAP enzyme)
· Generated
high expressing manufacturing cell lines for intestinal alkaline phosphatase (IAP) (1H 2017)
· Identified
basic Drug Supply manufacturing process and potential tablet formulation (2H 2017)
· Identified
potential clinical indications with unmet medical need including enterocolitis associated with radiation therapy for cancer (Q1 2019)
· Completed
pre-IND (Investigational New Drug) meeting with the FDA to clarify requirements for IND-enabling toxicology studies and manufacturing
requirements (Q2 2019)
· Entered
into an agreement with Massachusetts General Hospital (“MGH”) granting the Company an option for an exclusive license to intellectual
property and technology related to the use of IAP to maintain GI and microbiome health, diminish systemic inflammation, and treat age-related
diseases (Q2 2020)
· Submitted
IND application with U.S. FDA supporting an initial indication for the treatment of radiation enteropathy secondary to pelvic cancer
therapy (Q2 2020)
· Received
study-may-proceed letter from U.S. FDA to conduct a Phase 1 single ascending dose study in healthy volunteers, designed to evaluate SYN-020
for safety, tolerability, and pharmacokinetic parameters (Q3 2020)
· Announced enrollment commenced and
three out of a total of four cohorts have been dosed in a Phase 1a single-ascending-dose (SAD) study of SYN-020 (Q2 2021).
Prevention of CDI, overgrowth of pathogenic organisms and AMR (Degrade IV carbapenem antibiotics)
SYN-006
(oral enzyme)
· Identified
P2A as a potent carbapenemase that is stable in the GI tract
· Manufactured
a formulated research lot for oral delivery (2017)
· Demonstrated
microbiome protection in a pig model of ertapenem administration (Q1 2018)
· Reported
supporting data demonstrating SYN-006 attenuated emergence of antibiotic resistance in a pig model, including encoded beta-lactamases
and genes conferring resistance to a broad range of antibiotics such as aminoglycosides and macrolides (Q1 2019)
Prevention of antibiotic-associated diarrhea (AAD), overgrowth of pathogenic
organisms and AMR (Degrade oral beta-lactam antibiotics)
SYN-007
(oral enzyme)
· Preclinical
work ongoing to expand the utility of SYN-004 (ribaxamase) for use with oral beta-lactam antibiotics
· Reported supportive data
from a second canine animal model demonstrating that when co-administered with oral Amoxicillin and oral Augmentin (combination amoxicillin/clavulanate),
oral SYN-007 did not interfere with systemic absorption of antibiotics but did diminish microbiome damage associated with these antibiotics
(Q2 2018)
24
· Reported
supportive data demonstrating SYN-007 mitigated antibiotic-mediated gut microbiome alterations and maintained gut microbiome integrity
when co-administered with oral amoxicillin in a dose-response canine study (Q2 2019)
· Reported supportive data
demonstrating SYN-007 protected the gut microbiome of dogs from amoxicillin and the beta-lactam/beta-lactamase inhibitor Augmentin and
also reduced the emergence of antibiotic resistance in a canine study (Q1 2020)
Prevention and treatment of pertussis
SYN-005
(monoclonal antibody
therapies)
· Reported
supportive preclinical data demonstrating that an extended half-life version of hu1B7, a component of SYN-005, provided protection from
pertussis for five weeks in a neonatal non-human primate study (Q4 2017)
· Collaboration
with UT Austin
Recent Developments
Our Gastrointestinal (GI) and Microbiome-Focused Pipeline
Our SYN-004 (ribaxamase) and SYN-020 clinical
programs are focused on the gastrointestinal tract (GI) and the gut microbiome, which is home to billions of microbial species and composed
of a natural balance of both “good” beneficial species and potentially “bad” pathogenic species. When the natural
balance or normal function of these microbial species is disrupted, a person’s health can be compromised. All of our programs are
supported by our growing intellectual property portfolio. We are maintaining and building our patent portfolio through: filing new patent
applications; prosecuting existing applications; and licensing and acquiring new patents and patent applications.
Clinical and Pre-Clinical Update
SYN-004 (ribaxamase) — Prevention
of antibiotic-mediated microbiome damage, C. difficile infections (CDI), overgrowth of pathogenic organisms, the emergence of antimicrobial
resistance (AMR) and acute graft-versus-host disease (aGVHD) in allogeneic HCT recipients
Phase 1b/2a Clinical Study in Allogeneic HCT
Recipients
In August 2019, we entered into a Clinical Trial
Agreement (CTA) with the Washington University School of Medicine (Washington University) to conduct a Phase 1b/2a clinical trial of SYN-004
(ribaxamase). Under the terms of this agreement, we will serve as the sponsor of the study and supply SYN-004 (ribaxamase). Dr. Erik R.
Dubberke, Professor of Medicine and Clinical Director, Transplant Infectious Diseases at Washington University and a member of the SYN-004
(ribaxamase) steering committee will serve as the principal investigator of the clinical trial in collaboration with his Washington University
colleague Dr. Mark A. Schroeder, Associate Professor of Medicine, Division of Oncology, Bone Marrow Transplantation and Leukemia.
On January 7, 2020, we announced the receipt of
official meeting minutes from the FDA following a Type-C meeting held on December 2, 2019 at our request to discuss the development of
SYN-004 (ribaxamase) for treatment of allogeneic HCT recipients who are administered IV beta-lactam antibiotics in response to fever.
Based on the final meeting minutes, the Phase 1b/2a clinical trial is a single center, randomized, double-blinded, placebo-controlled
clinical trial of oral SYN-004 (ribaxamase) in up to 36 evaluable adult allogeneic HCT recipients. The goal of this study is to evaluate
the safety, tolerability and potential absorption into the systemic circulation (if any) of 150 mg oral SYN-004 (ribaxamase) administered
to allogeneic HCT recipients four times per day who receive an IV beta-lactam antibiotic to treat fever. Study participants are being
enrolled into three sequential cohorts administered a different study-assigned IV beta-lactam antibiotic. Eight participants in each cohort
will receive SYN-004 (ribaxamase) and four will receive placebo.
Safety and pharmacokinetic data for each cohort
will be reviewed by an independent Data and Safety Monitoring Committee, which will make a recommendation on whether to proceed to the
next IV beta-lactam antibiotic. The clinical trial will also evaluate potential protective effects of SYN-004 (ribaxamase) on the gut
microbiome as well as generate preliminary information on potential therapeutic benefits and patient outcomes of SYN-004 (ribaxamase)
in allogeneic HCT recipients.
On July 30, 2020, we received written
notification from the FDA informing us that they determined the Phase 1b/2a clinical program in adult allogeneic HCT recipients may
proceed per the submitted clinical program protocol. On December 22, 2020, we announced we received approval from the
Institutional Review Board (IRB) at Washington University to commence the Phase 1b/2a clinical trial of SYN-004. On April 14, 2021
we announced that enrollment has commenced and the first patient of the first antibiotic cohort of this study had been dosed. If
enrollment proceeds as planned, a data readout for the first cohort is anticipated in Q4 2021.
Due to the unique challenges posed by the global
COVID-19 pandemic, Washington University continues to evaluate non-essential activities which may have a direct impact on planned and
ongoing clinical trials. Continuation of the Phase 1b/2a clinical trial including, but not limited to, the enrollment of new patients
remains largely at the discretion of Washington University and is contingent upon their ability to conduct this clinical program free
from the impact of COVID-19. We remain in close contact with Washington University and are actively monitoring the crisis caused by the
spread of COVID-19 and its impact to the clinical development plans for our SYN-004 (ribaxamase) program.
25
SYN-020 — Oral Intestinal
Alkaline Phosphatase
SYN-020 is a quality-controlled, recombinant version
of bovine Intestinal Alkaline Phosphatase (IAP) produced under cGMP conditions and formulated for oral delivery. The published literature
indicates that IAP functions to diminish GI inflammation, tighten the gut barrier to diminish “leaky gut,” promote a healthy
microbiome, and diminish GI and systemic inflammation. Despite its broad therapeutic potential, a key hurdle to commercialization has
been the high cost of IAP manufacture which is commercially available for as much as $10,000 per gram. We believe we have developed technologies
to traverse this hurdle and now have the ability to produce more than 3 grams per liter of SYN-020 for roughly a few hundred dollars per
gram at commercial scale. Based on the known mechanisms as well as our own supporting animal model data, we intended to initially develop
SYN-020 to mitigate the intestinal damage caused by radiation therapy that is routinely used to treat pelvic cancers. And, while we believe
SYN-020 may play a pivotal role in addressing acute and long-term complications associated with radiation exposure to the GI tract, we
have begun planning to develop SYN-020 in indications that may offer a more accelerated or streamlined pathway to registration while also
addressing significant unmet medical needs. Such indications include celiac disease, non-alcoholic fatty liver disease (“NAFLD”),
and indications to treat and prevent metabolic and inflammatory disorders associated with aging which are supported by our collaboration
with Massachusetts General Hospital (“MGH”). Across the six major markets, the total prevalent cases of celiac disease are
expected to increase from 5.8 million cases in 2013 to an expected 8.1 million cases in 2023, representing an annual growth rate of approximately
4%. During the same period, prevalent cases in the U.S. are expected to increase from 2.8 million in 2013 to an expected 4.3 million in
2023, representing a significant market opportunity.
During the second quarter of 2020, we announced
that we entered into an agreement with Massachusetts General Hospital granting us an option for an exclusive license to intellectual property
and technology related to the use of IAP to maintain GI and microbiome health, diminish systemic inflammation, and treat age-related diseases.
Research published by a team of investigators led by Richard Hodin, MD, Chief of the Massachusetts General Hospital Division of General
and Gastrointestinal Surgery and Professor of Surgery, Harvard Medical School, evaluated long-term oral supplementation of IAP, including
SYN-020, in mice. Dr. Hodin’s research demonstrated that IAP administration, starting at 10 months of age, slowed the microbiome
changes, gut-barrier dysfunction, and gastrointestinal and systemic inflammation that normally accompany aging. Additionally, the IAP
administration resulted in improved metabolic profiles in the aged mice, diminished frailty, and extended lifespan. Under the terms of
the agreement, we are granted exclusive rights to negotiate a worldwide license with MGH to commercially develop SYN-020 to treat and
prevent metabolic and inflammatory diseases associated with aging. If executed, we plan to use this license in the advancement of an expanded
clinical development program for SYN-020.
On June 30, 2020, we submitted an IND application
to the FDA in support of an initial indication for the treatment of radiation enteropathy secondary to pelvic cancer therapy. On July 30,
2020, we announced that we received a study-may-proceed letter from the FDA to conduct a Phase 1a single-ascending-dose (“SAD”)
study in healthy volunteers designed to evaluate SYN-020 for safety, tolerability and pharmacokinetic parameters. On April 1, 2021, we
announced that enrollment had commenced and three out of a total of four cohorts have been dosed in the Phase 1a SAD clinical trial of
SYN-020. In all, twenty-four healthy adult volunteers will be enrolled, all of which will receive oral SYN-020. A topline data announcement
from this clinical trial is expected during the third quarter of 2021. Planning for a second Phase 1a study evaluating multiple-ascending
doses (“MAD”) of SYN-020 is also underway and anticipated to commence during the third quarter of 2021. A topline data readout
of the Phase 1a MAD clinical study is anticipated during the first quarter of 2022, pandemic conditions permitting. Following the completion
of Phase 1 safety studies, we may consider conducting a placebo-controlled Phase 1b/2a gluten challenge study in as many as 40 celiac
patients who present with predominantly GI symptoms followed by a Phase 2b proof-of-concept clinical trial in a similar patient population.
We may also seek to initiate clinical trials of SYN-020 evaluating its potential therapeutic benefit in NAFLD patients.
Intellectual Property
All of our programs are supported by growing patent
estates. In total, we have over 80 U.S. and foreign patents and over 65 U.S. and foreign patents pending. The SYN-004 (ribaxamase) program
is supported by IP that is assigned to Synthetic Biologics, namely U.S. patents and foreign patents (in most major markets, e.g. Europe
(including Germany, Great Britain and France), Japan, China and Canada, among others) and U.S. and foreign patents pending in most major
markets, e.g. Europe (including Germany, Great Britain and France), Japan, China and Canada, among others). For instance, U.S. Patent
Nos. 8,894,994 and 9,587,234, which include claims to compositions of matter and pharmaceutical compositions of beta-lactamases, including
SYN-004 (ribaxamase), have patent terms to at least 2031. Further, U.S. Patent 9,301,995 and 9,301,996, both of which will expire in 2031,
cover various uses of beta-lactamases, including SYN-004 (ribaxamase), in protecting the microbiome, and U.S. Patent Nos. 9,290,754, 9,376,673,
9,404,103, 9,464,280, and 9,695,409 which will expire in at least 2035, covers further beta-lactamase compositions of matter related to
SYN-004 (ribaxamase).
The SYN-020 (oral intestinal alkaline phosphatase
(IAP)) program is supported by IP that is assigned to Synthetic Biologics, namely U.S. and foreign patent applications (in many major
markets, e.g. Europe, Canada, and Australia). These patent applications, which cover various formulations, medical uses and manufacture
of SYN-020, are expected to expire in 2038-2040, if granted, and without taking potential patent term extensions or patent term adjustment
into account.
26
Our goal is to (i) obtain, maintain, and
enforce patent protection for our products, formulations, processes, methods, and other proprietary technologies, (ii) preserve our
trade secrets, and (iii) operate without infringing on the proprietary rights of other parties worldwide. We seek, where appropriate,
the broadest intellectual property protection for product candidates, proprietary information, and proprietary technology through a combination
of contractual arrangements and patents.
Critical Accounting Policies
The condensed consolidated financial statements
are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements,
and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate
and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the
original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the condensed
consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of
our 2020 Form 10-K.
27
Results of Operations
Three Months Ended March 31, 2021 and 2020
General and Administrative Expenses
General and administrative expenses increased
by 2% to approximately $1.42 million for the three months ended March 31, 2021, from approximately $1.39 million for the three months
ended March 31, 2020. This increase is primarily due to higher insurance costs, audit fees, and legal costs offset by a reduction
in patent related legal fees, consulting fees and travel expense. The charge related to stock-based compensation expense was $82,000 for
the three months ended March 31, 2021, compared to $65,000 the three months ended March 31, 2020.
Research and Development Expenses
Research and development expenses decreased by
32% to approximately $1.1 million for the three months ended March 31, 2021, from approximately $1.6 million for the three months ended
March 31, 2020. This decrease is primarily the result of lower indirect program costs for the three months ended March 31, 2021, including
salary and related expense reductions, a decrease in manufacturing costs for SYN-020 and market research. In addition, as a result of
the global COVID-19 pandemic, our clinical development partner (Washington University) reduced their operating capacity during 2021 to
include only essential activities as part of their pandemic response, which delayed the start of our clinical trial, resulting in lower
clinical trial expenses for the quarter. The research and development costs incurred during the quarter were primarily related to our
Phase 1a clinical trial of SYN-020 and the Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients. We anticipate
research and development expense to increase as our ongoing clinical trials continue to enroll patients. The charge related
to stock-based compensation expense was $19,000 for the three months ended March 31, 2021, compared to $18,000 related to stock-based
compensation expense for the three months ended March 31, 2020.
The following table sets forth our research and
development expenses directly related to our therapeutic areas for the three months ended March 31, 2021 and 2020. These direct expenses
were external costs associated with preclinical studies and clinical trials. Indirect research and development expenses related to employee
costs, facilities, stock-based compensation and research and development support services that are not directly allocated to specific
drug candidates.
Therapeutic Areas
March 31,
2021
March 31,
2020
SYN-020
$ 172
$ -
Ribaxamase
148
65
SYN-010
3
154
SYN-005
-
24
Total direct costs
323
243
Total indirect costs
794
1,392
Total Research and Development
$ 1,117
$ 1,635
Other Income/Expense
Other income was $347 for the three months ended
March 31, 2021, compared to other income of $38,000 for the three months ended March 31, 2020. Other income for the three months ended
March 31, 2021 and 2020 is primarily comprised of interest income.
Net Loss Attributable to Common Stockholders
Our net loss attributable to common stockholders
was approximately $11.5 million, or $0.13 per basic and dilutive common share for the three months ended March 31, 2021, compared to a
net loss of approximately $3.4 million, or $0.20 per basic common share and dilutive common share for the three months ended March 31,
2020. Net loss attributable to common stockholders for the three months ended March 31, 2021 excludes net loss attributable to non-controlling
interest of $1,000 and includes the accretion of the Series B preferred discount of $1.5 million on converted shares, Series A Preferred
Stock accrued dividends of $24,000 and the deemed dividend for the effect of the Series A preferred shares price adjustment of $7.4 million.
Net loss attributable to common stockholders for the three months ended March 31, 2020 excludes net loss attributable to non-controlling
interest of $24,000 and includes the accretion of Series B preferred discount of $404,000 on converted shares and Series A Preferred Stock
accrued dividends of $62,000.
28
Liquidity and Capital Resources
With the exception of the three months ended June 30,
2010 and the three months ended December 31, 2017, we have experienced significant losses since inception, incurred negative cash
flows from operations, and have a significant accumulated deficit. We have incurred an accumulated deficit of $259.6 million as of March 31,
2021 and expect to continue to incur losses in the foreseeable future.
Our cash and cash equivalents totaled $76.9 million
as of March 31, 2021, an increase of $70.6 million from December 31, 2020. During the three months ended March 31,
2021, the primary use of cash was for working capital requirements and operating activities which resulted in a net loss of $2.5 million
for the three months ended March 31, 2021. During the three months ended March 31, 2021, we raised approximately $74.0 million from
cash received via the exercise of approximately 65% of the 2018 Warrants and sales of our common stock in “at the market offerings
pursuant to the Sales Agreement that we had entered into in 2016 with FBR Capital Markets & Co. (now known as B. Riley Securities)
(the “Original ATM Sales Agreement”) and the Amended and Restated ATM Sales Agreement. At March 31, 2021 our cash position
was $76.9 million, which we believe will be sufficient to fund our operations through at least the end of the first quarter of 2023.
As a result of the global COVID-19 pandemic, our
clinical development partner (Washington University) reduced their operating capacity during 2020 and 2021 to include only essential activities
as part of their pandemic response. These delays impacted the timelines for our clinical programs, which included delaying commencement
of the Phase 1b/2a clinical trial of SYN-004 until the second quarter of 2021. These delays also resulted in a decrease in expenses as
no clinical trials had yet commenced during that period. If enrollment in our ongoing Phase 1b/2a clinical trial being conducted by Washington
University is halted due to COVID-19 developments, we may experience reduced expenses until such time as enrollment resumes.
Although we are experiencing limited, if any,
adverse impact to our financial stability stemming from the global economic slowdown, the overall disruption of global healthcare systems
and other risks and uncertainties associated with the COVID-19 pandemic, including uncertainty regarding our clinical timelines, our business,
financial condition, results of operations and growth prospects could be materially adversely affected.
Historically, we have financed our operations
primarily through public and private sales of our securities, and we expect to continue to seek and obtain additional capital in a similar
manner. During the year ended December 31, 2020, our only source of financing was from sales of 9.2 million shares of our common
stock utilizing our at-the-market offering program through the Original ATM Sales Agreement pursuant to which we received net proceeds
of approximately $3.4 million. During the three months ended March 31, 2021, we received proceeds of approximately $8.0 million from the
cash exercise of approximately 11.6 million of our 2018 warrants and sold approximately 78.7 million shares of our common stock for net
proceeds of approximately $66.0 million pursuant to the Original ATM Sales Agreement and the Amended and Restated ATM Sales Agreement.
The Amended and Restated ATM Sales Agreement enables
us to offer and sell shares of our common stock from time to time through B Riley and AGP as our sales agents. Sales of common stock under
the Amended and Restated ATM Sales Agreement are made in sales deemed to be an “at the market offering” as defined in Rule 415
promulgated under the Securities Act. B Riley and AGP are entitled to receive a commission rate of up to 3.0% of gross sales in connection
with the sale of our common stock sold on our behalf. There can be no assurance that we will be able to continue to raise funds through
the sale of shares of common stock through the Amended and Restated ATM Sales Agreement. If we raise funds by selling additional shares
of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted.
If we are not able to obtain funding for future clinical trials when needed, we will be unable to carry out our business plan and we will
be forced to delay the initiation of future clinical trials until such time as we obtain adequate financing.
We have committed, and expect to continue to commit,
substantial capital in order to implement our business strategy, including our planned product development efforts, preparation for our
planned clinical trials, and performance of clinical trials and our research and discovery efforts. We believe our cash position of $76.9.
million as of March 31, 2021 is sufficient to fund our operations through at least the end of the first quarter of 2023, including
continuation of our ongoing Phase 1b/2a clinical study of SYN-004 (ribaxamase) in allogeneic HCT recipients for the prevention of aGVHD,
as well as our ongoing Phase 1 SAD study and planned Phase 1 MAD study and Phase 2 clinical programs for SYN-020.
Following the anticipated completion of our ongoing
Phase 1b/2a clinical study of SYN-004 (ribaxamase) in allogeneic HCT recipients, the ongoing Phase 1 SAD and planned MAD studies and planned
Phase 2a clinical trial of SYN-020, we may need to obtain additional funds for future clinical trials, the amount of which will depend
upon the trial size and number of clinical sites. We anticipate that our future clinical trials will be much larger in size and require
larger cash expenditures than the aforementioned clinical programs. We do not have any committed sources of financing for future clinical
trials at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable
to us, or at all.
29
As the COVID-19 coronavirus continues to
spread around the globe, we have experienced disruptions that impacted our business and clinical trials, including postponement of
commencement of the now ongoing Phase 1b/2a clinical trial of SYN-004. The full impact of the COVID-19 outbreak continues to evolve
as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial
condition, liquidity, and future results of operations. We are actively monitoring the global situation and its potential impact on
our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19
outbreak and the global responses to curb its spread, we are not able to estimate the future effects of the COVID-19 outbreak on our
results of operations, financial condition, or liquidity.
Off-Balance Sheet Arrangements
During the three months ended March 31, 2021,
we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.
Contractual Obligations
Leases
At the inception of a contract we determine if
the arrangement is, or contains, a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the
lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are
recognized at the commencement date based on the present value of lease payments over the lease term.
We have made certain accounting policy elections
whereby we (i) do not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less)
and (ii) combine lease and non-lease elements of our operating leases. ROU assets are included in other noncurrent assets and lease liabilities
are included in other current and non-current liabilities in our condensed consolidated balance sheets. As of March 31, 2021, we did not
have any material finance leases.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.