UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________



(Mark One)



For the quarterly period ended March 31, 2019



or



For transition period from                      to                      .



Commission File Number: 001-37841



Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________




Delaware (State or other jurisdiction of incorporation or organization)		27 ‑3576929 (I.R.S. Employer Identification No.)

450 East 29th Street, New York, NY (Address of principal executive offices)		10016 (Zip Code)



(212) 308 ‑6000

(Registrant’s telephone number, including area code)

_______________________________



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes   ☒       No   ☐



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒       No   ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐       No   ☒



Securities registered pursuant to Section 12(b) of the Act:





The number of shares of the registrant’s common stock outstanding as of May 3, 2019 was 129,479,895 .  



 

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Kad mon Holdings, Inc.

Form 10-Q

Table of Contents





 

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FORWARD- LOOKING STATEMENTS

T his Quarterly Report on Form 10-Q contains forward- looking statements. All statements other than statements of historical facts contained in this Quarterly Rep ort on Form 10-Q may be forwar d - looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding future capital expenditures and debt s ervice obligations, are forward- looking statements. In some cases, you can identify forward- looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.

Forward- looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expr essed or implied by the forward- looking statements. We believe that these factors include, but are not limited to, the following:

The forward- looking statements in this Quarterly Report on Form 10-Q are only predictions, and we may not actually achieve the plans, intentions or expec tations included in our forward- looking statements. We have based thes e forward- looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward- looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you s hould not rely on these forward- looking statements as predictions of future events. The events and circums tances reflected in our forward- looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward- looking statements.

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PART I. FINANCIAL INFORMATION



Kadmon Holdings, Inc.

Consolidated balance sheets

(in thousands, except share amounts)

 





		March 31,			December 31,
		2019			2018
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	99,358		$	94,740
Accounts receivable, net			1,501			1,690
Inventories, net			936			925
Prepaid expenses and other current assets			1,969			1,581
Total current assets			103,764			98,936
Fixed assets, net			3,566			3,654
Right of use lease asset			22,006			—
Goodwill			3,580			3,580
Restricted cash			2,116			2,116
Investment, equity securities			60,903			34,075
Investment, at cost			2,300			2,300
Total assets		$	198,235		$	144,661

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	8,657		$	9,986
Accrued expenses			11,280			13,508
Lease liability - current			3,742			—
Fair market value of financial instruments			748			524
Secured term debt – current			2,250			—
Total current liabilities			26,677			24,018
Lease liability - noncurrent			22,610			—
Deferred rent			—			4,290
Deferred tax liability			415			415
Other long term liabilities			—			47
Secured term debt – net of current portion and discount			25,325			27,480
Total liabilities			75,027			56,250
Commit ments and contingencies (Note 15 and 16 )
Stockholders’ equity:
Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2019 and December 31, 2018; 30,000 shares issued and outstanding at March 31, 2019 and December 31, 2018			42,746			42,231
Common Stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2019 and December 31, 2018; 126,909,522 and 113,130,817 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively			127			113
Additional paid-in capital			346,901			315,710
Accumulated deficit			(266,566)			(269,643)
Total stockholders’ equity			123,208			88,411
Total liabilities and stockholders’ equity		$	198,235		$	144,661

 

See accompanying notes to consolidated financial statements

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Table of Contents

Ka dmon Holdings, Inc.

Consolidated statements of operations (unaudited)

(in thousands, except share and per share amounts )







		Three Months Ended
		March 31,
		2019			2018
Revenues
Net sales		$	67		$	274
Other revenue			174			159
Total revenue			241			433
Cost of sales			31			199
Write-down of inventory			—			147
Gross profit			210			87
Operating expenses:
Research and development			14,991			9,780
Selling, general and administrative			7,946			8,250
Total operating expenses			22,937			18,030
Loss from operations			(22,727)			(17,943)
Other (income) expense:
Interest income			(656)			(69)
Interest expense			932			1,465
Change in fair value of financial instruments			224			(141)
Loss on equity method investment			—			1,242
Unrealized gain on equity securities			(26,828)			—
Other expense			9			1
Total other (income) expense			(26,319)			2,498
Income (loss) before income tax expense			3,592			(20,441)
Income tax expense			—			—
Net income (loss)		$	3,592		$	(20,441)
Deemed dividend on convertible preferred stock			515			490
Net income (loss) attributable to common stockholders		$	3,077		$	(20,931)

Basic net income (loss) per share of common stock		$	0.02		$	(0.27)
Diluted net income (loss) per share of common stock		$	0.02		$	(0.27)
Weighted average basic shares of common stock outstanding			126,330,788			78,650,143
Weighted average diluted shares of common stock outstanding			126,406,039			78,650,143



See accompanying notes to consolidated financial statements

 

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Table of Contents

Kadmon Holdings,  Inc.

Consolidated statements of stockholders’ equity (unaudited)

(in thousands, except share amounts )








		Preferred stock					Common stock					Additional paid-in			Accumulated
		Shares		Amount			Shares		Amount			capital			Deficit			Total
Balance, December 31, 2017		30,000		$	40,220		78,643,954		$	79		$	198,856		$	(237,397)		$	1,758
Share-based compensation expense		—			—		—			—			2,572			—			2,572
Common stock issued for warrant exercises		—			—		8,195			—			26			—			26
Cumulative effect of change in accounting principle - ASC 606 adoption		—			—		—			—			—			24,017			24,017
Beneficial conversion feature on convertible preferred stock		—			98		—			—			—			(98)			—
Accretion of dividends on convertible preferred stock		—			392		—			—			—			(392)			—
Net loss		—			—		—			—			—			(20,441)			(20,441)
Balance, March 31, 2018		30,000		$	40,710		78,652,149		$	79		$	201,454		$	(234,311)		$	7,932
Share-based compensation expense		—			—		—			—			3,023			—			3,023
Common stock issued in public offering, net		—			—		34,303,030			34			105,727			—			105,761
Common stock issued for warrant exercises		—			—		123,639			—			562			—			562
Common stock issued under ESPP plan		—			—		22,958			—			65			—			65
Beneficial conversion feature on convertible preferred stock		—			98		—			—			—			(98)			—
Accretion of dividends on convertible preferred stock		—			393		—			—			—			(393)			—
Net income		—			—		—			—			—			21,505			21,505
Balance, June 30, 2018		30,000		$	41,201		113,101,776		$	113		$	310,831		$	(213,297)		$	138,848
Share-based compensation expense		—			—		—			—			2,833			—			2,833
Beneficial conversion feature on convertible preferred stock		—			103		—			—			—			(103)			—
Accretion of dividends on convertible preferred stock		—			412		—			—			—			(412)			—
Net loss		—			—		—			—			—			(13,799)			(13,799)
Balance, September 30, 2018		30,000		$	41,716		113,101,776		$	113		$	313,664		$	(227,611)		$	127,882
Share-based compensation expense		—			—		—			—			1,963			—			1,963
Common stock issued under ESPP plan		—			—		29,041			—			83			—			83
Beneficial conversion feature on convertible preferred stock		—			103		—			—			—			(103)			—
Accretion of dividends on convertible preferred stock		—			412		—			—			—			(412)			—
Net loss		—			—		—			—			—			(41,517)			(41,517)
Balance, December 31, 2018		30,000		$	42,231		113,130,817		$	113		$	315,710		$	(269,643)		$	88,411
Share-based compensation expense		—			—		—			—			2,156			—			2,156
Common stock issued in public offering, net		—			—		13,778,705			14			29,035			—			29,049
Beneficial conversion feature on convertible preferred stock		—			103		—			—			—			(103)			—
Accretion of dividends on convertible preferred stock		—			412		—			—			—			(412)			—
Net income		—			—		—			—			—			3,592			3,592
Balance, March 31, 2019		30,000		$	42,746		126,909,522		$	127		$	346,901		$	(266,566)		$	123,208



See accompanying notes to consolidated financial statements





















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Table of Contents

Ka dmon Holdings, Inc.

Consolidated statements of cash flows (unaudited)

(in thousands)






		Three Months Ended
		March 31,
		2019			2018
Cash flows from operating activities:
Net income (loss)		$	3,592		$	(20,441)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of fixed assets			467			349
Amortization of right of use lease asset			818			—
Write-down of inventory			—			147
Amortization of deferred financing costs			—			127
Amortization of debt discount			95			575
Amortization of debt premium			—			(188)
Share-based compensation			2,156			2,572
Change in fair value of financial instruments			224			(141)
Loss on equity method investment			—			1,242
Unrealized gain on equity securities			(26,828)			—
Changes in operating assets and liabilities:
Accounts receivable, net			189			643
Inventories, net			(11)			(412)
Prepaid expenses and other assets			(388)			(424)
Accounts payable			(1,311)			285
Lease liability			(908)			—
Accrued expenses , other liabilities and deferred rent			(2,228)			(1,443)
Net cash used in operating activities			(24,133)			(17,109)

Cash flows from investing activities:
Purchases of fixed assets			(298)			(127)
Net cash used in investing activities			(298)			(127)

Cash flows from financing activities:
Proceeds from issuance of common stock, net			29,049			—
Principal payments on secured term debt			—			(1,140)
Proceeds from exercise of warrants			—			26
Net cash provided by (used in) financing activities			29,049			(1,114)
Net increase (decrease) in cash, cash equivalents and restricted cash			4,618			(18,350)
Cash, cash equivalents and restricted cash, beginning of period			96,856			69,633
Cash, cash equivalents and restricted cash, end of period		$	101,474		$	51,283

Components of cash, cash equivalents, and restricted cash
Cash and cash equivalents			99,358			49,167
Restricted cash			2,116			2,116
Total cash, cash equivalents, and restricted cash			101,474			51,283

Supplemental cash flow disclosures:
Cash paid for interest		$	836		$	961
Non-cash investing and financing activities:
Beneficial conversion feature on convertible preferred stock			103			98
Accretion of dividends on convertible preferred stock			412			392
Unpaid fixed asset additions			81			—
Operating lease liabilities arising from obtaining right-of-use assets			31			—
Cumulative effect of change in accounting principle - ASC 842 adoption			27,083			—
Cumulative effect of change in accounting principle - ASC 606 adoption			—			24,017



See accompanying notes to consolidated financial statements

 

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Kad mon Holdings, Inc.

Notes to consolidated financial statements (unaudited)

1. Organization

Nature of Business

Kadmon Holdings, Inc. (together with its subsidiaries, “Kadmon” or “Company”) is a fully integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address disease areas of significant unmet medical needs, with a near-term clinical focus on inflammatory and fibrotic diseases as well as immun o -oncology .   The Company leverages its multi- disciplinary research and clinical development team members to identify and pursue a diverse portfolio of novel product candidates, both through in-licensing products and employing its small molecule and biologics platforms. By retaining global commercial rights to its lead product candidates, the Company believes that it has the ability to develop these candidates while maintaining flexibility for commercial and licensing arrangements. The Company expects to continue to progress its clinical candidates and have further clinical trial events throughout 201 9 .

Liquidity

The Company maintained cash and cash equivalents of $99.4  million at March 31, 2019 .   The Company had an accumulated deficit of $266.6  million and working capital of $77.1  million at March 31, 2019 .   The Company entered into a Sales A greement with Cantor Fitzgerald & Co. in August 2017 under which the Company may sell up to $40.0 million in shares of its common stock in one or more placements at prevailing market prices for its common stock (the “ATM Offering”). Any such sales would be effected pursuant to the Company’s registration statement on Form S-3 (File No. 333-222364), declared effective by the Securities Exchange Commission (“ SEC ”) on January 10, 2018. As of December 31, 2018, the Company had not sold any shares of common stock under the ATM Offering. In January 2019, the Company sold 13,778,705 shares of common stock at a weighted average price of $2.17 per share through the ATM Offering and received total gross proceeds of $29.9 million ( $29.0 million net of $0.9 million of comm issions payable by the Company) .   I n   April 2019, the Company sold 2, 538,1 00 shares of common stock at a price of $2. 7 0 per share through the ATM Offering and received total gross proceeds of $6. 9 million ( $6. 7 million net of $0.2 million of commissions payable by the Company ) (Note 19). The Company’s existing cash and cash equivalents are expected to enable it to advance its planned Phase 2 clinical studies for KD025 and advance certain of its other pipeline product candidates and provide for other working capital purposes.

Management’s plans include continuing to finance operations through the issuance of additional equity securities and expanding the commercial portfolio through the development of the current pipeline or through strategic collaborations. Any transactions which occur may contain covenants that restrict the ability of management to operate the business or may have rights, preferences or privileges senior to the Company’s common stock and may dilute current stockholders of the Company.  

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America   (“GAAP”) , which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, ha s been dependent on funding operations through the issuance of debt and sale of equity securities. Since inception, the Company has experienced significant loses and incurred negative cash flows from operations. The Company expects to incur further losses over the next several years as it develops its business. The Company has spent, and expects to continue to spend, a substantial amount of funds in connection with implementing its business strategy, including its planned product development efforts, preparation for its planned clinical trials, performance of clinical trials and its research and discovery efforts.

The Company’s cash and cash equivalents are not expected to be sufficient to enable the Company to meet its long-term expected plans, including commercialization of clinical pipeline products, if approved, or initiation or completion of future registrational studies. The Company has no commitments for any additional financing and may not be successful in its efforts to raise additional funds or achieve profitable operations , and there can be no assurance that additional financing will be available to the Company on commercially acceptable terms or at all . Any amounts raised will be used for further development of the Company’s product candidates, for marketing and promotion, to secure additional prope rty and equipment and for other working capital purposes.

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If the Company is unabl e to obtain additional capital , its long-term business plan may not be accomplished and the Company may be forced to curtail or cease operations. Further, the 2015 Credit Agreement contains certain developmental milestones that must be achieved by December 31, 2019, which are considered to be outside of the Company’s control , as well as a minimum liquidity covenant . As such, if achievement of the developmental milestones does not occur as a nticipated by December 31, 2019 or the Company violates its minimum liquidity covenant, the Company may need to use cash and cash equivalents to fund certain repayment commitments , as any such non-compliance could, under the remedies set forth in the 2015 Credit Agreement, trigger a termination of the Commitments (as defined in the 2015 Credit Agreement) or a declaration by the Lender that the Loan (as defined in the 2015 Credit Agreement) be due and payable in whole or part, together with any applicable fees and/or interest thereon. These factors individually and collectively continue to raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern .

2 . Summary of Significant Accounting Policies

Basis of Presentation

The Company operates in one segment considering the nature of the Company’s products and services, class of customers, methods used to distribute the products and the regulatory environment in which the Company operates.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with   GAAP . The consolidated financial statements include the accounts of Kadmon Holdings, Inc. and its domestic and international subsidiaries, all of which are wholly owned.

Interim Financial Statements

  The accompanying financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the final results that may be expected for the year ended December 31, 201 9 . These unaudited financial statements should be read in conjunction with the audited financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 201 8 .

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.

Critical A ccounting P olicies

The Company’s significant accounting policies are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K as of and for the year ended December 31, 201 8 . Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies,   other than those described below.

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Accounting for Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 02, “Leases” ( “ ASC 842 ” ) to enhance the transparency and comparability of financial reporting related to leasing arrangements. Under this new lease standard, most leases are required to be recognized on the balance sheet as right-of-use assets and lease liabilities. Disclosure requirements have been enhanced with the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. Prior to January 1, 2019, GAAP did not require lessees to recognize assets and liabilities related to operating leases on the balance sheet. The new standard establishes a right-of-use model ( “ ROU ” ) that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement as well as the reduction of the right of use asset . The Company has adopted the standard effective January 1, 2019 and has chosen to use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess ( i) whether existing or expired arrangements contain a lease, ( ii) the lease classification of existing or expired leases, or ( iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply ( i) the practical expedient which allows us to not separate lease and non-lease components, for new leases entered into after adoption and ( ii ) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information including the assessment of the impact of the standard. For the impact to the Company’s consolidated financial statement upon adoption of the new leasing standard, see Note 8 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As of the ASC 842 effective date, the Company’s incremental borrowing rate ranges from approximately 4.0%-5.6% based on the remaining lease term of the applicable leases.

The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Revenue Recognition

The Company adopted FASB ASC 606, Revenue from Contracts with Customers ( “ ASC 606 ” ), on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption– i.e. by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of stockholders equity at January 1, 2018. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

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Disaggregation of Revenue

The following table summarizes revenue from contracts with customers for the three months ended March 31, 2019 and 2018 :





		Three Months Ended			Three Months Ended
		March 31, 2019			March 31, 2018
Product sales		$	67		$	274
Other revenue			174			159
Total revenue		$	241		$	433

Product Sales

The Company markets and distributes a   po rtfolio of products, including   ribavirin and tetrabenazine . These contracts typically include a single promise to deliver a fixed amount of product to the customer with payment due within 30 days of shipment. Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods.

As is typical in the pharmaceutical industry, gross product sales are subject to a variety of deductions, primarily representing rebates, chargebacks, returns, and discounts to government agencies, wholesalers, and managed care organizations. These deductions represent management’s best estimates of the related reserves and, as such, judgment is required when estimating the impact of these sales deductions on gross sales for a reporting period. If estimates are not representative of the actual future settlement, results could be materially affected.

Other Revenue

The other revenue generated by the Company is primarily related to a transition services agreement and sublease agreement with MeiraGTx Holdings plc (“MeiraGTx”) (Note 1 1 ). The Company performed various professional services under a transition services agreement (“TSA”) that support ed MeiraGTx until the expiration of the agreement in April 2018 . The Company continues to provide office space to MeiraGTx under a sublease agreement. The Company recognizes revenue related to transition services and sublease agreements as they are performed.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. A receivable is recognized in the period we deliver goods or provide services or when our right to consideration is unconditional. The Company has not recognized any assets for costs to obtain or fulfill a contract with a customer as of March 31, 201 9 . 

Transaction Price Allocated to Future Performance Obligations

ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2019 . The guidance provides certain practical expedients that limit this requirement. The Company has various contracts that meet the following practical expedients provided by ASC 606:

1. The performance obligation is part of a contract that has an original expected duration of one year or less.

2. Revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer.

3. The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

The Company does not have any performance obligations   that have not yet been satisfied as of March 31, 2019 and therefore there is no transaction price allocated to future performance obligations under ASC 606.

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Recent Accounting Pronouncements

In November 2018, the FASB issue d ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606”, which requires transactions in collaborative arrangements to be accounted for under ASC 606 if the counterparty is a customer for a good or service (or bundle of goods and services) that is a distinct unit of account. The amendments also preclude entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The ASU is effective for annual or interim periods beginning after December 15, 2019. Early adoption is permitted for entities that have adopted ASC 606. The Company is evaluating the impact of adopting this standard.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)”,  which requires customers in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for annual or any interim periods beginning after December 15, 2019. The Company does not expect the standard to have a significant impact on its consolidated financial statements, as the Company’s cloud computing contracts are not material.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation”, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees, except for specific exceptions. This ASU is effective for annual or any interim periods beginning after December 15, 2018. The Company adopted this standard on January 1, 2019 , which did not have a significant impact on its consolidated financial statements as the fair value of the Company’s awards to nonemployees is immaterial.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other”, which simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead of performing Step 2 to determine the amount of an impairment charge, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the value by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the standard to have a significant impact on its consolidated financial statements.  

3 . Stockholders’ Equity

5% Convertible Preferred Stock

The Company had 30,000 shares of 5% convertible preferred stock outstanding at March 31, 2019 , which converts into shares of the Company’s common stock at a 20% discount to the price per share of common stock in the Company’s initial public offering (“IPO”) of $12.00 per share. T he Company accrued dividends on the 5% convertible preferred stock of $0.4 million during each of the three months ended March 31, 2019 and 2018 . T he Company calculated a deemed dividend of $0.1 million on the $0.4 million of accrued dividends during each of the three months ended March 31, 2019 and 2018 , which is a beneficial conversion feature. The stated liquidation preference amount on the 5% convertible preferred stock totaled $33.0 million at March 31, 2019 .



Common Stock

The Company’s certificate of incorporation authorizes the issuance of up to 200,000,000  shares of the Company’s common stock, par value $0.001 per share.



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4 . Net Income ( Loss ) per Share Attributable to Common Stockholders

Basic net income (loss) attributable to common stockholders per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Because the Company has r eported a net loss for the three months ended March 31, 2018 , diluted net loss per common share is the same as basic net loss per common share for that period . For the   three months ended March 31, 2019 , diluted net income per share is calculated in a manner consistent with that of basic net income per share while giving effect to all potentially dilutive common shares that were outstanding during the period. The following table summarizes the computation of basic and diluted net income (loss) per share attributable to common stockholders of the Company (in thousands, except share and per share amounts):



The amounts in the table below were excluded from the calculation of diluted net income ( loss ) per share, due to their anti-dilutive effect:

 



5 . Debt

The Company is a party to one credit agreement in the following amount (in thousands):





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Secured Term Debt

August 2015 Secured Term Debt

In August 2015, the Company entered into a secured term loan in the amount of $35.0  million with two lenders (“2015 Credit Agreement”). The interest rate on the loan is LIBOR plus 9.375% with a 1% floor. As of March 31, 2019 , there were five amendments to the 2015 Credit Agreement, which, among other things, have extended the maturity date and due date of principal payments under the 2015 Credit Agreement ,   repaid all amounts due to one of the lenders, revised terms of certain warrants issued in connection with the 2015 Credit Agreement (Note 6) , and amended certain covenants , including adding non-financial developmental milestone s which must be met by December 31, 2019 . As amended, t he basic terms of the loan require mo nthly payments of interest only through December 31, 2019 , with principal payments in the amount of $750,000 payable monthly beginning on January 31, 2020. Any outstanding balance of the loan and accrued interest is to be repaid on July 1, 2020 , the maturity date . The secured term loan is collateralized by a first priority perfected security interest in all the tangible and intangible property of the Company.

The Company entered into a sixth waiver agreement to the 2015 Credit Agreement in March 2019 under which the lenders under the 2015 Credit Agreement agreed to refrain from exercising certain rights under the 2015 Credit Agreement, including the declaration of a default and to forbear from acceleration of any repayment rights with respect to existing covenants. The report and opinion of our independent registered public accounting firm, BDO USA, LLP, for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern, which is an event of default under the 2015 Credit Agreement.

The minimum payments required on the outstanding balances of the 2015 Credit Agreement at March 31, 2019 are (in thousands):



The following table provides components of interest expense and other related financing costs (in thousands):



 



6 . Financial Instruments

Equity Issued P ursuant to Credit Agreements

In connection with the 2015 Credit Agreement (Note 5), as fees to the lenders thereunder, the Company issued warrants to purchase an aggregate of $6.3 million of the Company’s Class A units , which were exchanged for 617,651 warrants with a strike price of $10.20 per share to purchase the same number of shares of the Company’s common stock upon consummation of the Company’s IPO in August 2016 (“2015 Warrants”) .

As of March 31, 2019 , the exercise price of a portion of the 2015 Warrants to purchase an aggregate of 529,413 shares of the Company’s common stock is $3.30 per warrant share and the exercise price of the remaining 2015 Warrants to purchase an aggregate of 88,238 shares of the Company’s common stock is $4.50 per warrant share. Since these warrants are exercisable and are redeemable at the option of the holder upon the occurrence of, and during the continuance of, an event of default, the fair value of the warrants is recorded as a short-term liability of $0.7 million and $0.5 million at March 31, 2019 and December 31, 2018, respectively.

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The Company used the Black-Scholes pricing model to value the warrant liability at March 31, 2019 with the following assumptions: risk-free interest rate of 2.2% , expected term of 3.4 years, expected volatility of 74.2% and a dividend rate of 0% .   The change in fair value of the warrants was   $0.2   million and $0.3   million for the three months ended March 31, 2019 and 2018 , respectively. None of these instruments have been exercised as of March 31, 2019 and December 31, 2018 .

Other Warrants

In connection with the sale of common stock in March 2017, warrants to purchase 2,707,138 shares of common stock were issued at an exercise price of $4.50 per share. During April 2018, warrants to purchase 119,047 shares of common stock were exercised for which the Company received proceeds of $0.5 million. The remaining 2,588,091 warrants expired in April 2018. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. During the three months ended March 31, 2018 , the decline in the fair value of these warrants was $(0.4) million.

Fair Value of Long- term Debt

The Company maintained a long-term secured debt balan c e of $25.3 million and $27.5 million at March 31, 2019   and   December 31, 2018 , respectively.   As the secured debt becomes due on July 1, 2020 and monthly principal payments of $750,000  a re due starting January 31, 2020 , it has been recorded as long-term secured debt at December 31, 2018 . At March 31, 2019 ,   $2.3 million of principal payments due in the first quarter of 2 020 have been recorded as short- term secured debt and the remaining balance is recorded as long-term secured debt .   The underlying agreements for these balances were negotiated with third parties on an arms-length basis , at an interest rate which is considered to be in line with over-arching market conditions. Based on these factors , management considers the carrying value of the debt to approximate fair value at   March 31, 2019 .

Fair Value Classification

The Company held certain liabilities that are required to be measured at fair value on a recurring basis. Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These
tiers include:



The table below represents the values of the Company’s financial instruments at March 31, 2019 and December 31, 2018 (in thousands):



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The table below represents a rollforward of the Level 2 financial instruments from January 1, 2018 to March 31, 2019 (in thousands):



The Level 2 inputs used to value our financial instruments were determined using prices that can be directly observed or corroborated in active markets. Although the fair value of this obligation is calculated using the observable market price of Kadmon Holdings Inc. common stock, an active market for this financial instrument does not exist and therefore the Company has classified the fair value of this liability as a Level 2 liability in the table above.



Warrants Outstanding

The following table summarizes information about warrants outstanding at March 31, 2019 and December 31, 2018:





		Warrants		Weighted Average Exercise Price
Balance, December 31, 2018		11,999,852		$	5.97
Granted		—			—
Exercised		—			—
Forfeited		—			—
Balance, March 31, 2019		11,999,852		$	5.97







7 . Inventories

Inventories are stated at the lower of cost or n et realizable value (on a first-in, first- out basis) using standard costs. Standard costs include an allocation of overhead rates, which include those costs attributable to managing the supply chain and are evaluated regularly. Variances are expensed as incurred.

The Company regularly reviews the expiration dates of its inventories and maintains a reserve for inventories that are probable to expire before shipment. Inventories recorded on the Company’s consolidated balance sheets are net of a reserve for expirable inventory of $2.1  million and $2.2  million at March 31, 2019 and December 31, 2018 , respectively. The Company expensed inventory that it believes will not be sold prior to reaching its expiration date totaling $0.1  million during March 31, 2018 , while no such expense was recorded for the March 31, 2019 . If the amount and timing of future sales differ from management’s assumptions, adjustments to the estimated inventory reserves may be required.

Inventories Produced in Preparation for Product Launches



The Company capitalizes inventories produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when positive results have been obtained for the clinical trials that the Company believes are necessary to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and the compilation of the regulatory application. The Company closely monitors the status of each respective product within the regulatory approval process, including all relevant communication with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory would generally not be capitalized.

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For inventories that are capitalized in preparation of product launch, anticipated future sales, expected approval date and shelf lives are evaluated in assessing realizability. The shelf life of a product is determined as part of the regulatory approval process; however in evaluating whether to capitalize pre-launch inventory production costs, the Company considers the product stability data of all of the pre-approval production to date to determine whether there is adequate expected shelf life for the capitalized pre-launch production costs.

The Company has concluded that KD034, its generic version of trientine hydrochloride, is commercially viable since it is the chemical equivalent of the original drug approved by the U.S. Food and Drug Administration (“FDA”). T he Company has submitted two ANDAs with the FDA, and economic benefits of the pre-launch inventory re c orded at March 31, 2019 are probable. Accordingly, the pre-launch costs are realizable as the Company expects the inventory will be sold or used prior to expiration. An assessment of likelihood that regulatory approval will not be obtained will be made at each reporting period. If at any time regulatory approval is deemed to not be probable, the inventory will be written down to its net realizable value, which is presumably zero, as the product would have no alternative future use. The Company maintained $0.9 million and $0.9 million of work-in-process inventory related to KD034 at March 31, 2019 and December 31, 2018 , respectively.

Inventories are comprised of the following (in thousands):



















8. Leases

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective transition app roach allowed under ASU 2018-11 which releases companies from presenting comparative periods and related disclosures under ASC 842 and requires a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (Note 2) . The Company is party to six operating leases for of fice or laboratory space and three finance leases for office IT equipment .   The Company’s finance leases are immaterial both individually and in the aggregate. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of March 31, 2019, this exception applies to two operating leases for office space , which are for a term of one year. Further, the Company has applied the guidance in ASC 842 to our corporate office and laboratory leases and have determined that these should be classified as operating leases. Consequently, as a result of the adoptio n of ASC 842, we recognized a ROU lease asset of approximately $22.7 million with a corresponding lease liability of approximately $27.0 mil lion based on the present value of the minimum rental payments of such leases. In accordance with ASC 842, the beginning balance of the ROU lease asset was reduced by the existing deferred rent liability at inception of approximately $4.3 million.   In the consolidated balance sheets at March 31, 2019, the Company has a ROU asset balance of $22.0 million and a current and non-current lease liability   of   $3.7 million and $22.6 million, respectively, relating to the ROU lease asset. The balance of both the ROU lease asset and the lease liabilities primarily consists of future payments under the Company’s office lease in New York, New York.  

The Company is party to an operating lease in New York, New York for office and laboratory space for its headquarters. The lease commenced in October 2010 with the initial term set to expire in February 2021   and opened a secured letter of credit with a third party financial institution in lieu of a security deposit for $2.0 million which is included in restricted cash at March 31, 2019 . As of March 31, 2019 , there were six amendments to this lease agreement, which altered office and laboratory capacity and extended the lease term through October 2025, with total lease cost of $1.2 million for the three months ended March 31, 2019. This office lease contains the ability to extend portions of the lease at fair market value but does not have any renewal options.

The Company is party to an operating lease in Warrendale, Pennsylvania (the Company’s specialty-focused commercial operation) . In March 2019 , the Company ent e red into an amendment to this lease which extended the lease term to   September 30, 2022, with two   five -year renewal options which would extend the term to September 30, 2032, if exercised. Rental payments under the renewal period w ould be at market rates determined from the average rentals of similar tenants in the same industrial park. The option to renew this office lease was not considered when assessing the value of the ROU asset because the Company was not reasonably certain that it will assert its option to renew the lease. Total lease cost for this lease was $0.2 million for t he three months ended March 31, 2019.

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In August 2015, the Company entered into an operating office lease agreement in Cambridge, Massachusetts (the Company’s clinical office) effective January 2016 and expiring in April 2023. The Company opened a secured letter of credit with a third party financial institution in lieu of a security deposit for $0.1 million, which is included in restricted cash at March 31, 2019 .   The Company is also party to an operating lease for laboratory space in Princeton, NJ, which expires in February 2021. Neither of these office lease s contain any renewal options. Total lease cost for these   leases was $0.1 million for the three months en ded March 31, 2019.

Quantitative information regarding the Company’s leases for the three months ended March 31, 2019 is as follows (in thousands):





Future lease payments under noncancellable leases are as follows (in thousands) at March 31, 2019 :  



Note: As most of the Company’s leases do not prov ide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date .

Future minimum rental payments under noncancellable leases are as follows (in thousands) at December 31, 2018: 







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9. Fixed Assets

Fixed assets consisted of the following (in thousands):





Depreciation and amortization of fixed assets totaled $0.5  million and $0.3 million for the three months ended March 31, 2019 and 2018 , respectively . The construction -in- progress balance is related to costs of leasehold improvements   not yet placed in service and still under development . Unamortized computer software costs were   $0.6  million and $0.7 million at March 31, 2019 and December 31, 201 8, respectively . The amortization of computer software costs amounted to $0.1 million for each of the three months ended March 31, 2019 and 2018 .

10. Goodwill

The Company’s goodwill relates to the 2010 acquisition of Kadmon Pharmaceuticals , LLC , a Pennsylvania limited liability company that was formed in April 2000. There were no changes in the carrying amount of goodwill for three months ended March 31, 2019 and the year ended December 31, 2018 .  



11.   Investment in MeiraGTx

On June 12, 2018, MeiraGTx   completed its initial public offering (the “MeiraGTx IPO”) whereby it sold 5,000,000 shares of common stock at $15.00 per share. MeiraGTx, a limited company under the laws of the Cayman Islands, is a clinical-stage biotech company developing novel gene therapy treatments for a wide range of inherited and acquired disorders for which there are no effective treatments available.   The shares began trading on the Nasdaq Global Select Market on June 7, 2018 under the symbol “MGTX.”

Prior to the MeiraGTx IPO, f or the period beginning January 1, 2018 through June 12, 2018, the Company recorded its share of MeiraGTx’s net loss under the equity method of accounting of $1.2 million. T he Company had no remaining basis in any of the investments held in MeiraGTx prior to the MeiraGTx IPO . Upon completion of the MeiraGTx IPO, the Company’s investment was diluted to a 13.0% ownership in MeiraGTx common stock and the Company no longer has the ability to exert significant influence over MeiraGTx. The Company discontinued the equity method of accounting for the investment in MeiraGTx on June 12, 2018 and determined the remaining investment to be an equity security accounted for in accordance with ASC 321 at the date the investment no longer qualifies for the equity method of accounting. ASC 321 requires the investments to be recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. As the Company’s investm ent in MeiraGTx common stock had a readily determinable market value, the Company recorded an unrealized gain of $40.5 million in June 2018 related to the fair value of its ownership of common stock of MeiraGTx. As of   March 31, 2019 and December 31, 2018, the Company maintained a 10.7% and 12.9%   ownership , respectively, in the common stock of MeiraGTx with a fair value of   $60.9 million and   $34.1 million , respectively, recorded as a noncurrent investment in equity securities as depending on certain circumstances, the Company may, at times, be deemed to be an affiliate of MeiraGTx. The Company has recorded an unrealized gain on the MeiraGTx common stock investment of $26.8 million for the three months ended March 31, 2019 . The investment in MeiraGTx is valued using Level 1 inputs which includes quoted prices in active markets for identicial assets in accordance with the fair value hierarchy (Note 6). The Company has not realized any gains related to the investment in common stock of MeiraGTx.

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The Company was party to a TSA with MeiraGTx which expired in April 2018. Upon expiration of the TSA, the Company continued to provide office space to MeiraGTx. On October 1, 2018, the Company and MeiraGTx entered into a sublease agreement which is effective from October 1, 2018 for a period of two months and will automatically be renewed on a monthly basis unless MeiraGTx provides 30 days prior written notice. The Company’s accounting for this sublease as a lessor was not impacted by the adoption of the new leasing standard ASC 842 (Note 2). As part of the TSA and sublease agreement with MeiraGTx, the Company recognized $0.1 million to other revenue during each of the   three months ended March 31, 2019 and 2018 . The Company received cash payments of $0.1 million and $1.0 million million from MeiraGTx for the three months ended March 31, 2019 and 2018 .   The Company has no amounts receivable from MeiraGTx at   March 31, 2019 or December 31, 2018.

1 2 . License Agreements

The Company has entered into several license agreements for products currently under devel opment. The Company’s license agreements are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K as of and for the year ended December 31, 2018 . Since the date of such financial statements, there have been no significant changes to the Company’s license agreements.

Contingent License Agreement Milestones

The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory and approval milestones. The specific timing of such milestones cannot be predicted and depends upon future discretionary clinical developments as well as regulatory agency actions which cannot be predicted with certainty (including action which may never occur). These additional contingent milestone payments aggregate to $215.9 million at March 31, 2019 . Any payments made prior to FDA approval will be expensed as research and development. Payments made after FDA approval will be capitalized.



Further, under the terms of certain licensing agreements, the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and subli cense revenues. Due to the long- range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not included in the additional contingent milestone payment amount.



13 . Share- based Compensation

2016 Equity Incentive Plan

A total of 11,668,905   shares of the Company’s common stock were authorized and reserved for issuance under the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Equity Plan”) at December 31, 201 8 . This reserve automatically increased to 16,194,138   on January 1, 201 9 and will automatically increase each subsequent anniversary through January 1, 2025, by an amount equal to the smaller of (a)  4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the board of directors. At March 31, 2019 , there were options to purchase an aggregate of 9,881,148 shares of common stock outstanding at a weighted average price of $6.05 per share under the 2016 Equity Plan.

Total unrecognized compensation expense related to unvested options gr anted under the Company’s share- based compensation plan was $6.2  million and $6.8   million at March 31, 2019 and December 31, 2018 , respectively. That expense is expected to be recognized over a weighted average period of 1.4  years and 1. 5  years as of March 31, 2019 and December 31, 2018 , respectiv ely. The Company recorded share- based compensation expense under the 2016 Equity Plan of $ 2.2  million and $2.6  million for the three months ended March 31, 2019 and 2018 , respectively.

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The following table summarizes information about stock options outstanding, not including performance stock options ,   at March 31, 2019 and December 31, 2018 :



The aggregate intrinsic value in the table above represents the total pre- tax intrinsic value calculated as the difference between the fair value of the Company’s common stock at March 31, 2019  ( $2.64 per share) and the exercise price, multiplied by the related in-the- money options that would have been received by the option holders had they exercised their options at the end of the period . This amount changes based on the fair value of the Company’s common stock. There were no options exercised during the three months ended March 31, 2019 and 2018 .  

There were 529,870 stock options granted during the three months ended March 31, 2019 with a weighted- average exercise price of $2.19 . During the three months ended March 31, 2018 ,   5,077 stock options were granted with a weighted ‑average exercise price of $8.70 . The fair value of each stock option award , not including performance stock options, was estimated at th e date of grant using the Black-Scholes option- pricing model and the assumptions noted in the following table:







Pe r formance Awards

On April 3, 2018 the Company granted 1,597,500 nonqualified performance-based stock options (“Performance Options”) to certain executive officers (each, a “Grantee”) under the 2016 Equity Plan, which represents the maximum number of Performance Options that may be earned if all three performance milestones (each, a “Performance Goal”) are achieved during the three -year period following the Grant D ate (the “Performance Period”). The Performance Options may be earned based on the achievement of three separate Performance Goals related to the Company’s operating and research and development activities during the Performance Period, subject to the Grantee’s employment through the achievement date. If no Performance Goals are achieved during the Performance Period, the Performance Options will be forfeited. Each Performance Option was granted with an exercise price of $4.06 per share and does not contain any voting rights. No   other Performance Options have been gra nted under the 2016 Equity Plan.

The weighted-average fair value of the Performance Options granted was $2.71 and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of 2.67% , expected term of 6.0 years, expected volatility of 74.50% , and a dividend rate of 0% . 

Compensation expense for the Performance Options is recognized on a straight-line basis over the awards’ requisite service period. The Performance Options vest upon the satisfaction of both a service condition and the satisfaction of one or more performance conditions, therefore the Company initially determined which outcomes are probable of achievement. The Company believes that the three-year service condition (explicit service period) and all three performance conditions (implicit service periods) will be satisfied. The requisite service period would be three years as that is the longest period of both the explicit service period and the implicit service periods. The first two performance conditions were satisfied during 2018 and the Company expects the third performance condition to be satisfied in the second quarter of 2019 .  

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During the year ended December 31, 2018, 307,500 Performance Options were forfeited. A total of   1,290,000 Performance Options are outstanding at both March 31, 2019 and December 31, 2018 with an exercise price of $4.06 per share and no instrinsinc value. The weighted average remaining contractual life of outstanding Performance Options at March 31, 2019 is 9.0 years. At March 31, 2019 , there was $1.2 million of t otal unrecognized compensation expense related to unvested Performance Options which is expected to be recognized over a weighted-average period of 1.6 years. No Performance Options have vested   or been exercised as of March 31, 2019 . In April 2019, 286,668 Performance Options vested and became exercisable in accordance with the terms of the awards.    

S tock Appreciation Rights

A total of   835,000 stock appr eciation rights (“SAR s”) are outstanding at both March 31, 2019 and December 31, 2018 , with an exercise price of $3.64 per share and no intrinsic value . The weighted average remaining contractual life of outstanding SAR s at March 31, 2019 is   8.7 years. Compensation expense for SAR s is recognized on a straight-line basis over the awards’ requisite service period. At March 31, 2019 , there was $1.1 million of total unrecognized compensation cost related to unvested SARs which is expected to be recognized over a weighted-average period of 1.7 years. At both   March 31, 2019 and December 31, 2018 ,   278,335 SARs are vested and no SAR s have been exercised.  

2 014 Long - term Incentive Plan (“LTIP”)

A total of 9,750 units have been granted under the LTIP as of   March 31, 2019 and December 31, 2018 . The LTIP is payable upon the fair market value of the Company’s common stock exceeding 333% of the $6.00 grant price ( $20.00 ) per share prior to December 7, 2024. The holders of the LTIP have no right to demand a particular form of payment, and the Company reserves the right to make payment in the form of cash or common stock. No LTIP awards are exercisable or have been exercised at March 31, 2019 .

2016 Employee Stock Purchase Plan

A total of   2,551,180   shares of the Company’s common stock were reserved for issuance under the 2016 E mployee Stock Purchase Pl an , as amended (the “2016 ESPP”)   at December 31, 2018 .   The Board elected not to increase the shares reserved for issuance under the 2016 ESPP on January 1, 2019.   No shares were issued under the 2016 ESPP during the three months ended March 31, 2 019 .   32,273 shares were issued under the 2016 ESPP in April 2019. No meaningful compensation expense was recognized for the ESPP during the three months ended March 31, 2019 and 2018 . 

14 . Accrued Expenses

Short- term accrued expenses at March 31, 2019 and December 31, 2018 include the following (in thousands):



Commission p ayable

During 2014 and 2015, the Company raised $40.4  million in gross proceeds, $37. 2  million net of $3. 2  million in transaction costs, through the issuance of 3,514,859 Class E redeemabl e convertible units. Of the $3.2  million in transaction costs, $2.4  million remains in accrued liabilities at March 31, 2019 and December 31, 2018 relating to commissions to third parties for Class E redeemable convertible raises during 2014 and 2015.

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Compensation, benefits and severance

Compensation, benefits and severance represent earned and unpaid employee wages and bonus es , as well as contractual s everance to be paid to former employees . At March 31, 2019 and December 31, 2018 ,   these accrued expenses totaled $1.6 million and $3.8 million, respectively . A separation agreement   with Dr. Samuel D. Waksal , which expired on February 8, 2019, contained severance payments and certain supplement conditional payments . The Company   paid   $0.1 million o f severance payments during the three months ended March 31, 2019   related to amounts accrued at December 31, 2018 and has not recorded any expense related to these conditional payments as of March 31, 2019   as none of the conditional payments were met as of the expiration of the agreement on February 8, 2019.

Research and development

The Company has contracts with third part ies for the development of the C ompany’s product candidates. The timing of the expenses varies depending upon the timing of initiation of clinical trials and enrollment of patients in clinical trials. At both March 31, 2019 and December 31, 2018 , accrued research and development expenses for which the Company has not yet been invoiced totaled $4.8 million.



15 . Commitments

The Company’s commitments are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K as of and for the year ended December 31, 2018 . Since the date of such financial statements, there have been no material changes to the Company’s commitments . Further, the Company’s commitments related to lease agreements are disclosed in Note 8 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

16 . Contingencies

The Company has been subject to various legal proceedings that arise from time to time in the ordinary course of its business. Although the Company believes that the various proceedings brought against it have been without merit, and that it has adequate product liability and other insurance to cover any claims, litigation is subject to many factors which are difficult to predict and there can be no assurance that the Company will not incur material costs in the resolution of legal matters. Should the Company determine that any future obligations will exist, the Company will record expense equal to the amount which is deemed probable and estimable . The Company has no significant contingencies related to leg al proceedings at March 31, 2019 .

17 . Related Party Transactions

The Company’s related party transactions are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K as of and for the year ended December 31, 201 8 . Since the date of such financial statements, there have been no   changes to the Company’s related party transactions other than those related to MeiraGTx (Note 11) .  

18 . Income Taxes

The Company files a consolidated tax return for Kadmon Holdings, Inc. and its domestic subsidiaries and the required information returns for its international subsidiaries, all of which are wholly owned. Where permitted, the Company files combined state returns, but in some instances separate company returns for certain subsidiaries on a stand- alone basis are required.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at March 31, 2019 and December 31, 2018 .   There was no change in deferred tax liability f or the three months ended March 31, 2019   and no income tax expense was recorded for the three months ended March 31, 2019 and 2018 .

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At December 31, 2018, the Company ha d unused federal and state n et operating loss (“NOL”) carry- forwards of $460.3 million and $404.3 million, respectively, that may be applied against future taxable income. The Company has f ully reserved the deferred tax asset related to these NOL carry- forwards as reflected in our consolidated financial statements. These carry- forwards expire at various dates through December 31, 2037, with the exception of approximately $44.0 million of federal net operating loss carry- forwards which will not expire. The 20- year limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses i ndefinitely. However, NOL carry- forward s arising after January 1, 2018, will now be limited to 80 percent of taxable income.  

Th e use of the Company’s NOL carry- forwards may, however, be subject to limitations as a result of an ownership change. A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equi t y ownership by one or more five- percent stockh olders (or certain groups of non-five- pe rcent stockholders) over a three - year period occurs. After such an ownership change, t he corporation’s use of its pre-change NOL carry- forwards and other pre- change t a x attributes to offset its post- change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service. This rate for April 2019 equals 2. 20 percent. The Company experienced ownership changes under Section 382 of the Code in 2010, 2011 and 2016, but the Company did not reduce the gross deferred tax   assets related to the NOL carry- forwards because the limitations do not hinder the Company’s ability to potential ly utilize all of the NOL carry- forwards.

The Company is likely to experience another ownership change in the future, possibly in 2019, as a result of shifts in stock ownership due to any future equity offerings. A renewed ownership change will likely materially and substantially reduce the Company’s ability to fully utilize the NOL carry- forwards and, consequently, will likely reduce the gross deferred tax assets related to the NOL carry- forwards. If an ownership change occurred and if the Company earned net taxable income, o ur ability to use the pre- change NOLs to offset U.S. federal taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if the use of NOL carr y- forwards were not so limited.

19 . Subsequent Events



ATM Offering



I n April 2019, the Company sold 2 , 5 38 , 1 00 shares of common stock at a price of $2. 7 0 per share through the ATM Offering and received total gross proceeds of $ 6 . 9 million ( $ 6. 7 million net of $0. 2 million of co mmissions payable ). As of March 31, 2019, the Company had sold 1 3 ,778,705 shares of common stock under the ATM Offering.





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I tem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report on Form 10-Q and those in included in Item 8 of the Annual Report on Form 10-K as of and for the year ended December 31, 201 8 . Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and rela ted financing, includes forward- looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, 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.

Overview

We are a fully integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address significant u nmet medical needs, with a near- term clinical focus on autoimmune, inflammatory and fibrotic diseases. Our team, which has a proven track record of successful drug development and commercialization, identifies and develops novel candidates from our small molecule and biologics platf orms as well as develops our in- licensed product candidates. By retaining global commercial rights to our lead product candidates, we believe that we have the ability to progress these candidates ourselves while maintaining flexibility for commercial and licensing arrangements. We expect to continue to progress our clinical candidates and have further clinical trial data to report throughout 2019.

Our operations to date have b een focused on developing first-in- class innovative therapies for indications with significant unmet medical needs while leveraging our commercial infrastructure. We have never been profitable and had an accumulated deficit of $266.6  million at March 31, 2019 . Our net income was   $3.6  million for the three months ended March 31, 2019 and our net loss was $20.4  million for the three months ended March 31, 2018 .   The net income for the three months ended March 31, 2019 is driven by a $26.8 million non-cash unrealized gain related to our investment in MeiraGTx common stock.

Although our commercial business generates revenue, the revenues generated for the three months ended March 31, 2019 and 2018 are not significant, and we expect to incur significant lo sses for the foreseeable future and expect these losses to increase as we continue our development of, and seek regulatory approvals for, our additional product candidates, hire additional personnel and initiate commercialization of any products   that receive regulatory approval. We anticipate that our expenses will increase substantially if, or as, we:

·

invest significantly to further develop our most advanced product candidates, includi ng KD025 and tesevatinib;

·

initiate clinical trials of KD045 and KD033 and preclinical studies for our other product candidates;

·

seek regulatory approval for our product candidates that successfully complete clinical trials;

·

continue to invest in our research discovery platforms;

·

seek to identify and develop additional product candidates;

·

scale up our sales, marketing and distribution infrastructure and product sourcing capabilities;

·

acquire or in- license other product candidates and technologies;

·

scale up our operational, financial and management information systems and personnel, including personnel to support our product development;

·

make milestone or other payments under any in- license agreements; or

·

maintain , expand and protect our intellectual property portfolio.



Components of Statement of Operations

Revenue

Our revenue is substantially derived from sales of our portfolio of products, including ribavirin and tetrabenazine. We also recognize service revenue from our TSA and sublease agreement with MeiraGTx.

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Cost of Sales

Cost of sales consists of product costs, including ingredient costs and costs of contract manufacturers for production, and shipping and handling of the products. Also included are costs related to quality release testing and stability testing of the products. Other costs included in cost of sales are packaging costs, warehousing costs and certain allocated costs related to management, facilities, and other expenses associated with supply chain logistics.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the development of our product candidates, which include:

·

license fees related to the license and collaboration agreements;

·

research and development-based employee- related expenses, including salaries, benefits, travel and other compensation expenses;

·

expenses incurred under our agreements with contract research organizations, that conduct nonclinical and preclinical studies, and clinical sites and consultants that conduct our clinical trials;

·

costs associated with regulatory filings;

·

costs of laboratory supplies and the acquisition, development and manufacture of preclinical and clinical study m aterials and study drugs; and

·

allocated facility-related expenses.

Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, including due to timing of initiation of clinical trials and enrollment of patients in clinical trial s. We do not allocate personnel- related costs, including share - based compensation, costs associated with broad technology platform improvements and other indirect costs to specific product candidates. We do not allocate these costs to specific product candidates because they are deployed across multiple overlapping projects under development, making it difficult to specifically and accurately allocate such costs to a particular product candidate.

The successful development of our product candidates is highly uncertain and subject to numerous risks including, but not limited to:

·

the scope, rate of progress and expense of our research and development activities;

·

clinical trial results;

·

the scope, terms and timing of regulatory approvals;

·

the expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights;

·

the cost, timing and our ability to acquire sufficient clinical and commercial supplies for any product candidates and prod ucts that we may develop; and

·

the risks disclosed in the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q.

A change in the outcome of any of these variables could mean a significant change in the expenses and timing associated with the development of any product candidate.

Selling, G eneral and Administrative E xpenses

Selling, general and administrative expenses consist primarily of sa laries and related costs for non- res earch personnel, including stock- based compensation and travel expenses for our employees in executive, operational, finance, legal, commercial, regulatory, pharmacovigilance and human resource functions. Other selling, general and administ rative expenses include facility- related costs, business insurance, director compensation, accounting and legal services, consulting costs and programs and marketing costs to s upport the commercial business.

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O ther Income (E xpense)

Other income (expense) is comprised of interest income earned on cash and cash equivalents and restricted cash and interest expense on our outstan ding indebtedness, including non- cash interest related to the amortization of debt discount, debt premium and deferred financing costs associated with our indebtedness. Our loss on equity method investment in MeiraGTx, as well as gains and losses arising from changes in fair value of our common stock ownership in MeiraGTx are recognized in other income (expense) in the consolidated statements of operations. Changes in the fair value of financial instruments , based upon the fair value of the underlying security at t he end of each reporting period as calculated using th e Black- Scholes option pricing model,   are also recognized in other income (expense). Such financial instruments include warrant liabilities for which cash settlement features exist.

In addition, we operate in currencies other than the U.S. dollar to fund certain research and development and commercial activ ities performed by various third- party vendors. The translation of these currencies into U.S. dollars results in foreign currency gains or losses, depending on the change in value of these currencies against the U.S. dollar. These gains and losses are included in other income (expense).

I ncome T axes

We file a consolidated tax return for Kadmon Holdings, Inc. and its domestic subsidiaries and the required information returns for its international subsidiaries, all of which are wholly owned. Where permitted, we file combined state returns, but in some instances separate company returns for certain subsidiaries on a stand alone basis are required. At both March 31, 2019 and December 31, 2018 , we had a deferred tax liability of $ 0.4  million and a full valuation allowance for our deferred tax assets.



Critical Accounting Policies and Significant Judgments and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reporting amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to investments, goodwill, fair value of financial instruments, share- based compensation and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical A ccounting P olicies

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed on March 7 , 201 9 with the Securities Exchange Commission (“SEC”) pursuant to the Secu rities Act of 1933, as amended . Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies except for the change in lease accounting upon adoption of ASC 842 (See Note 2 and Note 8 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q ).

Recent Accounting Pronouncements

See Note 2 of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a summary of recently issued and adopted accounting pronouncements. 

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Results of Operations

Three M onths E nded March 31, 201 9 and 201 8





		Three Months Ended
		March 31,
		2019			2018
		(unaudited)
		(in thousands)
Revenues
Net sales		$	67		$	274
Other r evenue			174			159
Total revenue			241			433
Cost of sales			31			199
Write ‑ down of inventory			—			147
Gross profit			210			87
Operating expenses:
Research and development			14,991			9,780
Selling, general and administrative			7,946			8,250
Total operating expenses			22,937			18,030
Loss from operations			(22,727)			(17,943)
Other expense (income)			(26,319)			2,498
Income tax expense			—			—
Net income (loss)		$	3,592		$	(20,441)
Deemed dividend on convertible preferred stock			515			490
Net income (loss) attributable to common stockholders		$	3,077		$	(20,931)



Revenues

Total revenue decreased by 44.3% , or approximately $0.2  million, from $0.4 million for the three months ended March 31, 2018 to $0.2  million for the three months ended March 31, 2019 . The decrease in total revenue   was primarily attributable to the decline in sales of tetrabenazine from $0.2 million for the three months ended March 31, 2018 to less than $0.1 million for the three months ended March 31, 2019 .   Total revenue also   included s ervice and sublease revenue from MeiraGTx of   $0.1  million for each of the three months ended March 31, 2019 and 2018 .

Cost of sales and write- down of inventory

Cost of sales was less than $0.1 million and $0.2 million for the three months ended March 31, 2019 and 2018 , respectively .   We recognized $0.1 million of inventory write- downs during the three months ended March 31, 2018 of our Ribasphere inventory based on our expectation that such inventory will not be sold prior to reaching its product expiration date. There were no significant inventory write-downs recroded in the three months ended March 31, 2019 .

Research and development expenses

Research and development expenses increased by 53.3% , or approximately $5.2  million, to $15.0  million for the three months ended March 31, 2019 from $9.8  million for the three months ended March 31, 2018 . The increase in research and development expense for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 , was primarily related to development of the Company’s most advanced product candidate KD025 , as well as the development of   KD045 and KD033 .

Selling, general and administrative expenses

Selling, general and administrative expenses decreased by 3.7% , or approximately $0.3  million, to $7.9  million for the three months ended March 31, 2019 from $8.3  million for the three months ended March 31, 2018 . The decrease in selling, general and administrative expense is   primarily related to a decrease in legal and marketing costs for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 .  

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Other (income) expense

The following table provides components of other (income) expense :



		Three Months Ended
		March 31,
		2019			2018
		(unaudited)
		(in thousands)
Interest expense		$	837		$	951
Amortization of deferred financing costs and debt discount and premium			95			514
Change in fair value of financial instruments			224			(141)
Loss on equity method investment			—			1,242
Unrealized gain on equity securities			(26,828)			—
Interest income			(656)			(69)
Other expense			9			1
Other (income) expense		$	(26,319)		$	2,498



For the three months ended March 31, 2019 , other income consisted primarily of unrealized gains related to our investment in MeiraGTx common stock of $26.8 million and interest income of $0.7 million, partially offset by a change in the fair value of financial instruments of $0.2 million and interest expense and other costs related to our debt of $0.9 million.



For the three months ended March 31, 2018 , other expense consisted primarily of interest expense and other costs related to our debt of $1.5 million and a loss on equity method investment in MeiraGTx of $1.2 million, partially offset by interest income of $0.1 million and a change in the fair value of financial instruments of $0.1 million.



Income taxes

No income tax expense was recorded for the   three months ended March 31, 2019 and 2018 .



Deemed d ividend

We have 30,000 shares of 5% convertible preferred stock outstanding which accrue dividends at a rate of 5% and converts into shares of our co mmon stock at a 20% discount to the price of $12.00 per share of our common stock. We accrued dividends on the 5% convertible preferred stock of $0.4 million for each of the three months ended March 31, 2019 and 2018 .   The Company also calculated a deemed dividend of $0.1 million on the $0.4 million of accrued dividends for each of the three months ended March 31, 2019 and 2018 , which is a beneficial conversion feature.   The stated liquidation preference of the 5% convertible preferred stock totaled $33.0 million at March 31, 2019 .



Liquidity and Capital Resources

Overview

We maintained cash and cash equivalents of $99.4 million at March 31, 2019. We had an accumulated deficit of $266.6 million and working capital of $77.1 million at March 31, 2019 . We   entered into a Sales Agreement with Cantor Fitzgerald & Co. in August 2017 under which we may sell up to $40.0 million in shares of its common stock in one or more placements at prevailing market prices for its common stock (the “ATM Offering”). Any such sales would be effected pursuant to our registration statement on Form S-3 (File No. 333-222364), declared effective by the SEC on January 10, 2018. In January 2019, we sold 13,778,705 shares of common stock at a weighted average price of $2.17 per share through the ATM Offering Program and received total gross proceeds of $29.9 million ($29.0 million net of $0.9 million of commissions). In April , 2019, the Company sold 2, 5 38 , 1 00 shares of common stock at a price of $2. 7 0 per share through the ATM Offering and received total gross proceeds of $6. 9 million ($6. 7 million net of $0.2 million of commissions payable by us ) ( see Note 19   to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q ). Our existing cash and cash equiv alents are expected to enable us to advance our planned Phase 2 clinical studies for KD025 and advance certain of our other pipeline product candidates and provide for other working capital purposes.

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Our plans include continuing to finance operations through the issuance of additional equity securities and increasing the commercial portfolio through the development of the current pipeline or through strategic collaborations. Any transactions which occur may contain covenants that restrict the ability of management to operate the business or may have rights, preferences or privileges senior to the our common stock and may dilute our current stockholders.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. We have not established a source of revenues sufficient to cover our operating costs, and as such, have been dependent on funding operations through the issuance of debt and sale of equity securities. Since inception, we have experienced significant loses and incurred negative cash flows from operations. We expect to incur further losses over the next several years as we develops our business. We have spent, and expect to continue to spend, a substantial amount of funds in connection with implementing our business strategy, including our planned product development efforts, preparation for our planned clinical trials, performance of clinical trials and our   research and discovery efforts.

Our cash and cash equivalents are not expected to be sufficient to enable us to meet our long-term expected plans, including commercialization of clinical pipeline products, if approved, or initiation or completion of future registrational studies. We have no commitments for any additional financing and may not be successful in our efforts to raise additional funds or achieve profitable operations , and there can be no assurance that additional financing will be available to us on commercially acceptable terms or at all . Any amounts raised will be used for further development of our product candidates, for marketing and promotion, to secure ad ditional property and equipment and for other working capital purposes.

If we   are unable to obtain add itional capital ,   our long-term business plan may not be accomplished and we may be forced to curtail or cease operations. Further, the 2015 Credit Agreement contains certain developmental milestones that must be achieved by December 31, 2019, which are considered to be outside of our control , as well as a minimum liquidty covenant . As such, if achievement of the developmental milestones does not occur as a nticipated by December 31, 2019 or we violate our minimum liquidty covenant,   we may need to use cash and cash equivalents to fund certain repayment commitments , as any such non-compliance could, under the remedies set forth in the 2015 Credit Agreement, trigger a termination of the Commitments (as defined in the 2015 Credit Agreement) or a declaration by the Lender that the Loan (as defined in the 2015 Credit Agreement) be due and payable in whole or part, together with any applicable fees and/or interest thereon. These factors individually and collectively continue to raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of us to continue as a going concern

Sources of Liquidity

Since our inception through March 31, 2019 , we have raised net proceeds from the issuance of equity and debt. At March 31, 2019 , we had $28.0  million of outstanding loans under the 2015 Credit Agreement that matures in July 2020 . As of the date hereof, we are not in default under the terms of the 2015 Credit Agreement. The Company maintained cash and cash equivalents of $99.4  million at March 31, 2019 .

The following table sets forth the primary sources and uses of cash and cash equivalents for each period set forth below:



	Three Months Ended
	March 31,
	2019			2018
	(unaudited)
	(in thousands)

Net cash provided by (used in):
Operating activities	$	(24,133)		$	(17,109)
Investing activities		(298)			(127)
Financing activities		29,049			(1,114)
Net increase (decrease) in cash and cash equivalents	$	4,618		$	(18,350)



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Operating Activities

The net cash used in operating activities was $24.1  million for the three months ended March 31, 2019 , and consisted primarily of a net income of $3.6  million adjusted for $23.0 million in non- cash items, including unrealized gain on equity securities of $26.8 million, offset by the depreciation and amortization of fixed assets and right-of- use lease assets of $ 1.3  million, amortization of deferred financing costs, debt discount and debt premium of $0.1  million, change in fair value of financial instruments of $0.2 million and share- based compensation expense of $2.2  million, as well as, a net decrease in operating assets and liabilities of $4.7  million. Once adjusted for the non- cash items above, the cash used in operating activities for the three months ended March 31, 2019   was primarily driven by selling, general and administrative expenses of $5.0  million and research and development expense related to the advancement of our clinical product candidates of $14.4  million and interest paid on our debt of $0.8  million .

The net cash used in operating activities was $17.1 million for the three months ended March 31, 2018, and consisted primarily of a net loss of $20.4 million a djusted for $4.6 million in non- cash items, including the depreciation and amortization of fixed assets of $0.3 million, amortization of deferred financing costs, debt discount and debt premium of $0.5 million, loss on equity method inve s tment of $1.2 million and share- based compensation expense of $2.6 million, as well as, a net decrease in operating assets and liabilities of $1.4 million , primarily driven by a decrease of $1.1 million in accounts payable, accrued expenses and other liabilities due to timing of p ayments for certain services . The net loss was primarily driven by selling, general and administrative expenses of $8.3 million, research and development expense related to the advancement of our clinical product candidates of $9.8 million and interest p aid on our debt of $1.0 million .



Investing Activities

Net cash used in investing activities was $0.3  million for the three months ended March 31, 2019 consisting of costs related to leasehold improvements at our clinical office in Cambridge, MA and the purchase of laboratory equipment .   Net cash used in investing activities was $0.1 million for the three months ended March 31, 2018 consisting of costs related to the purchase of property and equipment, primarily related to in ‑ house software.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2019 was $29.0  million, c onsisting primarily of net proceeds from the issuance of common stock in our ATM Offering of $ 29.0 million .   Net cash used in financing activities for the three months ended March 31, 2018 was $1.1 million, consisting primarily of principal payments related to the 2015 Credit Agreement.

   

Future Funding Requirements

We expect our expenses to increase compared to prior periods in connection with our ongoing activities, particularly as we continue research and development, continue and initiate clinical trials and seek regulatory approvals for our product candidates. In anticipation of regulatory approval for any of our product candidates   we expect to incur significant pre- commercialization expenses related to product sales, marketing, distribution and manufacturing.

The expected use of our cash and cash equivalents at March 31, 2019 represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of, and results from, clinical trials, the potential need to conduct additional clinical trials to obtain approval of our product candidates for all intended indications, as well as any additional collaborations that we may enter into with third parties for our product candidates and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of our existing cash and cash equivalents. In addition, we anticipate the need to raise additional funds from the issuance of additional equity, and our management will retain broad discretion over the allocation of those funds as well .

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Contractual Obligations and Commitments

There have been no material changes in our contractual obligations and commitments during the three months ended March 31, 2019 from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 .

 

Off- balance Sheet Arrangements

During the periods presented we did not have, and we do not currently have, any off- balance sheet arrangements, as defined under the SEC rules. 

Ite m 3.  Quantitative and Qualitative Disclosures about Market Risk

Our market risks as of March 31, 2019 have not changed materially from those discussed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 201 8 .

 

Ite m 4.  Controls and Procedures



Management’s Evaluation of our Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

As of March 31, 2019 , our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of March 31, 2019 , our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

PA RT II. OTHER INFORMATION

Ite m 1.  Legal Proceedings

Please refer to Note 1 6 of the notes to our unaudited consolidated financial state ments included elsewhere in this Quarterly Report on Form 10-Q for a discussion related to our legal proceedings.

 

Ite m 1A.  Risk Factors

Investing in our securities involves a high degree of risk. In addition to the other information contained elsewhere in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2018, which could be materially and adversely affect our business, financial condition or future results.   These risks and uncertainties are not the only ones we face. You should recognize that other significant risks and uncertainties may arise in the future, which we cannot foresee at this time. Also, the risks that we now foresee might affect us to a greater or different degree than expected. Certain risks and uncertainties, including ones that we currently deem immaterial or that are similar to those faced by other companies in our industry or business in general, may also affect our business. If any of the risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018.    

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Item 2.  Unre gistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

None .  

I tem 3.  Defaults Upon Senior Securities

 

None.

 

Ite m 4.  Mine Safety Disclosures

 

Not applicable.

 

It em 5.  Other Information

 

None.



It em 6.  Exhibits



The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which is incorporated herein by reference.

 

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EXHIBIT INDEX






































Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation of Kadmon Holdings, Inc.   (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).
3.2	Certificate of Designations of Kadmon Holdings, Inc. creating the 5% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).
3.3	Bylaws of Kadmon Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).
10.1*	Employment Agreement between Kadmon Corporation, LLC and Steven Meehan, dated effective as of February 8, 2019 .
31.1*	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
32.1**	Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101*	The following materials from the Kadmon Holdings, Inc. Form 10-Q for the quarter ended March 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018, and (iv) Notes to the Financial Statements.
*	Filed herewith.
**	Furnished herewith.




 





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SIG NATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: May 9, 2019	By:	/s/ Harlan W. Waksal Harlan W. Waksal President and Chief Executive Officer (Principal Executive Officer)

Date: May 9, 2019	By:	/s/ Steven Meehan Steven Meehan Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Date: May 9, 2019	By:	/s/ Kyle Carver
		Kyle Carver Principal Accounting Officer, Controller
		(Principal Accounting Officer)





 

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